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Terms of Service

Last updated: April 20, 2026.

These Terms of Service (“Terms”) form a binding legal agreement between Meridian Compass LLC, a Wyoming limited liability company with its registered office at 30 N Gould St STE R, Sheridan, WY 82801, USA (“Meridian Compass,” “the Company,” “we,” “us,” or “our”), and you, the person or entity accessing or using the Services (“you” or “Customer”). Please read these Terms carefully. By accessing or using any part of the Services, you agree to be bound by them. If you do not agree, you may not access or use the Services.

Table of contents

1. Introduction & Acceptance

Meridian Compass LLC operates Upwind, a software-as-a-service platform that assists federal government contractors and prospective contractors with capture decision-support, including (a) a free initial evaluation known as the “Growth Audit,” (b) a paid subscription product known as “Signal,” and (c) a separately priced managed growth service known as “Growth” (collectively, together with any related websites, dashboards, emails, application programming interfaces, and deliverables, the “Services”). These Terms, together with our Privacy Policy and any order form, quote, or service description that references these Terms, constitute the entire agreement between you and Meridian Compass with respect to the Services.

You accept these Terms by (i) clicking a box or button indicating acceptance, (ii) executing an order form that references these Terms, or (iii) accessing or using any portion of the Services. If you are accepting on behalf of an entity, you represent that you have authority to bind that entity, in which case “you” refers to that entity.

2. Eligibility

The Services are intended for use by business users only and are not offered to consumers. You represent and warrant that (a) you are at least eighteen (18) years of age; (b) you are a resident of, or an entity organized under the laws of, the United States or one of its territories; (c) you have the legal capacity to enter into a binding contract; (d) if you are accepting these Terms on behalf of an entity, you are duly authorized to bind that entity; (e) you are not barred from using the Services under the laws of the United States or any other applicable jurisdiction, including applicable export controls or sanctions laws; and (f) you are not a competitor of Meridian Compass and are not accessing the Services for purposes of monitoring their availability, performance, or functionality, or for any other benchmarking or competitive purpose.

3. Services Description

The Services are offered in three tiers:

  • Growth Audit (Free). A one-time diagnostic report generated from information you submit and from publicly available federal procurement data. The Growth Audit is provided at no charge and is intended to help you evaluate whether the paid tiers may be useful.
  • Signal (Paid Subscription, $199 per month). A recurring subscription that provides a periodic capture brief, ongoing procurement-signal monitoring, and access to the Upwind web application. Pricing, billing cadence, and included features may be updated from time to time, and any such changes will be communicated as set out in Section 19.
  • Growth (Paid Service, $1,500–$2,500 per month). A managed service layer that combines the Signal subscription with human-led capture support, deliverables, and advisory work, priced based on scope. Specific deliverables, service levels, and payment terms for Growth engagements are set out in a separate order form or statement of work, which together with these Terms governs that engagement.

We may add, remove, modify, or discontinue features, tiers, and pricing of the Services, in whole or in part, at any time. Where changes materially and adversely affect your use of a paid tier, we will provide reasonable advance notice by email or in-product notice.

4. Account Registration & Security

To access most Services, you must create an account and provide accurate, current, and complete information, and you must keep that information up to date. You are solely responsible for (a) safeguarding your login credentials, (b) all activity that occurs under your account, whether or not authorized, and (c) promptly notifying us at ops@upwindgrowth.com of any actual or suspected unauthorized access to, or use of, your account. We are not liable for any loss or damage arising from your failure to comply with this Section. We may require you to change your credentials, enable multi-factor authentication, or take other reasonable steps to protect the integrity of the Services.

You will not share your account with any person other than a named user authorized by you who has agreed to comply with these Terms, and you will not permit any third party to access or use the Services on your behalf except as expressly permitted.

5. Fees, Subscription & Billing

The Growth Audit is offered at no charge, subject to these Terms and to our right to discontinue or limit it at any time. Paid tiers are billed in advance on a recurring basis, monthly unless otherwise specified, in U.S. dollars, via our third-party payments processor (currently Stripe). By providing payment information you authorize us, acting through Stripe, to charge the applicable fees to your chosen payment method for the initial term and for each successive renewal term, without further action by you.

Auto-renewal. Subscriptions automatically renew at the end of each billing period at the then-current list price for that tier, until cancelled in accordance with Section 6. No refunds. Except where required by applicable law, all fees are non-cancellable and non-refundable once charged, and partial months are not prorated on cancellation. Upgrades are prorated from the date of upgrade for the remainder of the billing period; downgrades are not prorated and take effect at the start of the next billing period. Taxes.Fees do not include taxes, duties, withholding, or similar governmental assessments (other than taxes on Meridian Compass’s net income); you are responsible for all such amounts and will pay, or reimburse us for, them. Price changes.We may change fees for any paid tier at any time, with at least thirty (30) days’ prior notice by email or in-product notice; if you do not accept a fee change you may cancel before the change takes effect. Failed payment. If a charge fails, we may retry and, after reasonable notice, suspend or terminate your access to paid features until payment is received. Amounts past due accrue interest at the lesser of 1.5% per month and the maximum rate permitted by law.

6. Cancellation & Termination

You may cancel your subscription at any time by emailing ops@upwindgrowth.com from the email address associated with your account. When a self-serve cancellation option is available in your account dashboard, you may also cancel there. Upon cancellation your access continues through the end of the then-current paid billing period, after which the subscription ends without further action by either party.

We may suspend or terminate your access to all or part of the Services, with or without notice, if (a) you breach these Terms, including failure to pay fees when due; (b) your use of the Services gives rise to a credible risk of harm, legal exposure, fraud, or abuse of the Services or of other users; (c) we are required to do so by law, court order, or governmental authority; or (d) we cease to offer the Services generally. Except where immediate action is necessary to protect the Services, other users, or third parties, we will use commercially reasonable efforts to give you reasonable prior notice and an opportunity to cure. Upon termination, your right to access the Services ceases immediately, and any unpaid fees accrued through the effective date of termination become immediately due. Sections that by their nature should survive termination (including, without limitation, Sections 7–9 and 11–24) shall so survive.

7. Acceptable Use

You will not, and will not permit any third party to:

  • copy, modify, create derivative works of, reverse engineer, decompile, translate, disassemble, or otherwise attempt to derive the source code or underlying logic of the Services (except to the extent this restriction is prohibited by applicable law);
  • scrape, crawl, harvest, index, or otherwise systematically retrieve data or content from the Services through any automated or manual means;
  • circumvent, disable, probe, or otherwise attempt to defeat any security, rate-limiting, authentication, access-control, or digital rights management mechanism of the Services;
  • resell, sublicense, rent, lease, loan, time-share, host, or otherwise commercially exploit the Services, or make them available to any third party, except as expressly permitted in an order form signed by Meridian Compass;
  • use the Services, or data extracted from them, to build, train, improve, benchmark, or evaluate any product or service that competes with the Services, including any machine-learning model;
  • use the Services in connection with any unlawful, fraudulent, deceptive, defamatory, harassing, obscene, or infringing activity, or in violation of applicable export, sanctions, or anti-corruption laws;
  • upload, transmit, or introduce any virus, worm, malware, ransomware, Trojan horse, logic bomb, or other code or content intended to damage or disrupt the Services or any user of the Services;
  • interfere with or disrupt the integrity or performance of the Services, including by flooding, denial-of-service attacks, or imposing an unreasonable or disproportionately large load on our infrastructure; or
  • remove, obscure, or alter any proprietary notice, branding, or watermark on or within the Services or any output of the Services.

8. Intellectual Property

As between you and Meridian Compass, Meridian Compass and its licensors own and retain all right, title, and interest, including all intellectual property rights, in and to the Services, including the underlying software, databases, algorithms, scoring and ranking logic, prompts, evaluation methodology, templates, playbooks, brand names, trade dress, documentation, and any analytics, aggregate insights, derivative works, improvements, and outputs produced by our processing of data (the “Company IP”). No rights are granted to you with respect to the Company IP except for the limited, revocable, non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the term for your own internal business purposes and in accordance with these Terms.

You retain all right, title, and interest in and to the data, content, and materials you submit to or through the Services (“Customer Data”). You grant Meridian Compass a worldwide, non-exclusive, royalty-free, fully paid-up license to host, copy, transmit, display, process, and otherwise use the Customer Data solely to (a) provide, maintain, secure, support, and improve the Services, (b) generate outputs for you, (c) prevent or address fraud, abuse, or violations of these Terms, (d) comply with law or legal process, and (e) produce de-identified, aggregated statistics that cannot reasonably be used to identify you, which Meridian Compass may use for any lawful business purpose.

If you submit any feedback, suggestions, or ideas about the Services (“Feedback”), you grant Meridian Compass a perpetual, irrevocable, worldwide, royalty-free license to use, disclose, reproduce, and incorporate such Feedback for any purpose, without obligation or compensation to you.

9. User Data & Public Federal Data

You are solely responsible for the accuracy, completeness, lawfulness, and appropriateness of the Customer Data you submit, including but not limited to your Unique Entity Identifier (UEI), North American Industry Classification System (NAICS) codes, SAM.gov registration profile, set-aside or socio-economic certifications, company website, state, ZIP code, and any free-text notes, descriptions, or teaming information. You represent and warrant that you have all rights necessary to submit the Customer Data to the Services and to grant the license in Section 8.

Upwind outputs may reference, cite, or incorporate information from publicly available federal data sources, including but not limited to SAM.gov, FPDS (Federal Procurement Data System), USAspending.gov, and SBA.gov (“Public Federal Data”). The accuracy, completeness, currency, and availability of Public Federal Data are outside Meridian Compass’s control and depend on third-party and governmental systems. We make no representation or warranty that Public Federal Data accessed through the Services is accurate, current, complete, or continuously available, and you must independently verify any fact on which you intend to rely.

10. Government Non-Affiliation

Upwind and Meridian Compass LLC are independent commercial entities. We are not affiliated with, endorsed by, sponsored by, or in any way officially connected to the United States government or any federal, state, or local agency, including but not limited to the U.S. Small Business Administration (SBA), General Services Administration (GSA), Department of Defense (DoD), Department of Veterans Affairs (VA), Department of Homeland Security (DHS), any Contracting Officer, any Inspector General, or any federal prime contractor. Any references to such agencies, to federal data sources, or to agency program names (such as 8(a), HUBZone, SDVOSB, or WOSB) are descriptive only, made nominatively to identify publicly available programs and data, and do not imply any endorsement, sponsorship, partnership, or affiliation.

11. No Guarantee of Contract Outcomes

Upwind provides judgment-based capture decision-support tools and informational outputs. It is not a guarantee of any procurement outcome. Meridian Compass does not guarantee that you will win, retain, or be invited to bid on any federal contract, subcontract, task order, IDIQ vehicle, teaming arrangement, set-aside award, grant, or other business opportunity, or that you will achieve any particular revenue, pipeline value, win rate, or business result. Capture and award outcomes depend on many factors outside our control, including your own execution, capabilities, past performance, pricing, responsiveness, competition, evaluation criteria, agency priorities, funding, timing, regulatory changes, and judgment exercised by contracting officers and source-selection authorities. You are solely responsible for any business or procurement decision you make, and for the content, price, and submission of any proposal, quote, or bid.

12. No Professional Advice

Nothing produced, displayed, or delivered by the Services constitutes legal, tax, accounting, auditing, lobbying, investment, compliance, export, regulatory, FAR/DFARS compliance, cybersecurity certification, or any other professional advice. Outputs of the Services are provided for general informational and decision-support purposes only, are not a substitute for advice from a duly licensed professional, and must not be relied upon as such. You should consult qualified advisors of your own choosing for any decision that has legal, financial, regulatory, or contractual consequences.

13. Third-Party Services

The Services rely on, integrate with, or link to third-party products and services, including without limitation Vercel (hosting and analytics), Stripe (payments), email delivery providers (transactional email), customer support tools, and public data sources such as SAM.gov, FPDS, USAspending.gov, and SBA.gov (each, a “Third-Party Service”). Your use of each Third-Party Service is subject to that provider’s own terms and privacy policy, which are directly between you and the provider. Meridian Compass does not control, endorse, or assume responsibility for any Third-Party Service or for the acts or omissions of its provider. If a Third-Party Service ceases to be available, interoperable, or functional on commercially reasonable terms, we may modify or discontinue the related feature of the Services without liability to you.

14. Disclaimer of Warranties

THE SERVICES, INCLUDING ALL CONTENT, OUTPUTS, RECOMMENDATIONS, AND DELIVERABLES, ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, MERIDIAN COMPASS LLC, ITS AFFILIATES, MEMBERS, OFFICERS, EMPLOYEES, AGENTS, LICENSORS, AND SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY, COMPLETENESS, TIMELINESS, RELIABILITY, UNINTERRUPTED OR ERROR-FREE OPERATION, SECURITY, FREEDOM FROM VIRUS OR OTHER HARMFUL CODE, AND ANY WARRANTY ARISING OUT OF A COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, MERIDIAN COMPASS MAKES NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, THAT DEFECTS WILL BE CORRECTED, OR THAT ANY DATA, OUTPUT, OR INFORMATION ACCESSED THROUGH THE SERVICES (INCLUDING PUBLIC FEDERAL DATA) IS ACCURATE, CURRENT, OR COMPLETE.

15. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL MERIDIAN COMPASS LLC OR ITS AFFILIATES, MEMBERS, OFFICERS, EMPLOYEES, AGENTS, LICENSORS, OR SUPPLIERS BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, EXEMPLARY, OR MULTIPLIED DAMAGES; OR FOR ANY LOST PROFITS, LOST REVENUE, LOST CONTRACTS, LOST BIDS, LOST OPPORTUNITIES, LOST GOODWILL, LOSS OR INACCURACY OF DATA, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT MERIDIAN COMPASS HAS BEEN ADVISED OF, OR COULD HAVE FORESEEN, THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MERIDIAN COMPASS’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS AND THE SERVICES, REGARDLESS OF THE FORM OF ACTION AND THE NUMBER OF CLAIMS, SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL AMOUNTS PAID BY YOU TO MERIDIAN COMPASS FOR THE SERVICES IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT FIRST GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS (USD $100). THE FOREGOING LIMITATIONS APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW CERTAIN OF THE FOREGOING EXCLUSIONS OR LIMITATIONS, SO SOME MAY NOT APPLY TO YOU; IN SUCH CASE, OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

16. Indemnification

You shall defend, indemnify, and hold harmless Meridian Compass LLC, its affiliates, and their respective officers, members, employees, agents, successors, and assigns (the “Indemnified Parties”) from and against any and all claims, demands, actions, investigations, liabilities, damages, losses, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees and court costs) (“Claims”) arising out of or relating to: (a) any Customer Data or material submitted by you or on your behalf; (b) your breach or alleged breach of these Terms; (c) your violation of any applicable law or regulation; (d) your infringement or misappropriation of any intellectual property, privacy, publicity, or other right of any third party; (e) any bid, proposal, or contract submission based in whole or in part on outputs of the Services; or (f) any dispute between you and any third party relating to your use of the Services.

Meridian Compass reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which case you shall cooperate with Meridian Compass in asserting any available defenses and shall not settle any such matter without Meridian Compass’s prior written consent.

17. Governing Law

These Terms, and any dispute arising out of or relating to these Terms or the Services, are governed by the laws of the State of Wyoming, U.S.A., without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Subject to Section 18, the state and federal courts located in Sheridan County, Wyoming shall have exclusive jurisdiction over any claim or action not subject to arbitration, and each party consents to the personal jurisdiction of, and venue in, such courts and waives any objection based on inconvenient forum.

18. Binding Arbitration & Class Waiver

Please read this Section carefully. It affects your legal rights, including your right to go to court or to participate in a class action.

Except for the carve-outs set out below, any and all disputes, claims, or controversies arising out of or relating to these Terms, the Services, or the relationship between you and Meridian Compass, whether sounding in contract, tort, statute, fraud, misrepresentation, or any other legal theory (“Disputes”), shall be resolved exclusively by final and binding individual arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules and, where applicable, the Consumer Arbitration Rules, both of which are available at www.adr.org. The seat of the arbitration shall be Sheridan, Wyoming, though the arbitrator may conduct hearings by videoconference, telephone, or on a documents-only basis. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any question regarding the existence, scope, interpretation, validity, or enforceability of this arbitration agreement, including whether any particular Dispute is subject to arbitration. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. The Federal Arbitration Act, 9 U.S.C. §§ 1 et seq., governs the interpretation and enforcement of this Section.

Class-action waiver.YOU AND MERIDIAN COMPASS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN ITS OR YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL ACTION. Unless you and Meridian Compass agree otherwise in writing, the arbitrator may not consolidate more than one person’s claims and may not preside over any form of representative or class proceeding. If this specific waiver is found unenforceable as to any particular claim, then that claim (and only that claim) shall be severed from the arbitration and brought in the courts described in Section 17.

Small-claims carve-out. Either party may bring an individual action in the small-claims court of the county in which the other party resides or has its principal place of business, provided the claim qualifies and remains in small-claims court.

Injunctive relief carve-out. Either party may seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of its intellectual property, confidentiality, or security, without posting bond and without waiving any right to arbitrate the underlying merits.

30-day opt-out. You may opt out of this Section 18 by emailing ops@upwindgrowth.comwithin thirty (30) days of the earlier of (a) the date you first created an Upwind account or (b) the date you first submitted a Growth Audit, using the subject line “Arbitration Opt-Out” and including your full name, company, and the email address associated with your account or audit submission. An opt-out will not affect any other provision of these Terms.

19. Modifications

Meridian Compass may modify these Terms from time to time. If we make a material change, we will provide at least thirty (30) days’ prior notice by email to the address associated with your account or by in-product notice, and the revised Terms will become effective on the date stated in that notice. For non-material changes (such as clarifications, formatting, or correction of typographical errors), the revised Terms will become effective upon posting, and we will update the “Last updated” date above. Your continued access to or use of the Services after the effective date of the revised Terms constitutes your acceptance of them. If you do not agree to a material change, your sole remedy is to cancel and discontinue use of the Services before the change takes effect.

20. Force Majeure

Neither party shall be liable for any failure or delay in performance under these Terms (other than payment obligations) to the extent caused by events beyond its reasonable control, including acts of God, flood, fire, earthquake, epidemic or pandemic, civil unrest, riot, war, act of terrorism, labor dispute or strike, embargo, sanctions, governmental order or action, failure or degradation of the internet, any third-party infrastructure provider, cloud provider, or telecommunications provider, or cyber-attack. The affected party shall use commercially reasonable efforts to mitigate the effects of the event and to resume performance as soon as practicable.

21. Assignment

You may not assign, delegate, or otherwise transfer these Terms or any of your rights or obligations hereunder, in whole or in part, by operation of law or otherwise, without the prior written consent of Meridian Compass, and any attempted transfer in violation of this Section shall be null and void. Meridian Compass may assign these Terms freely, including to an affiliate, or in connection with a merger, acquisition, reorganization, financing, or sale of all or substantially all of its assets or equity, without notice to or consent of you. These Terms shall be binding upon and inure to the benefit of the parties and their permitted successors and assigns.

22. Severability & Waiver

If any provision of these Terms is held by a court or arbitrator of competent jurisdiction to be invalid, illegal, or unenforceable, that provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable, or, if it cannot be so modified, shall be severed, and the remaining provisions shall continue in full force and effect. No failure or delay by either party in exercising any right under these Terms shall constitute a waiver of that right. No waiver by either party of any breach shall be deemed a waiver of any preceding or subsequent breach. All waivers must be in writing and signed by the party granting the waiver to be effective.

23. Entire Agreement

These Terms, together with the Privacy Policy and any order form, quote, or statement of work that expressly references them, constitute the entire agreement between you and Meridian Compass with respect to the Services and supersede all prior and contemporaneous understandings, communications, proposals, and agreements, whether oral or written, with respect to the same subject matter. No terms or conditions in any purchase order, vendor portal, or other Customer-issued document shall modify these Terms, and any such terms are expressly rejected. In the event of a conflict between these Terms and a signed order form, the order form controls solely as to the conflict and solely for the engagement to which it applies.

24. Contact

Questions or notices regarding these Terms should be directed to:

Meridian Compass LLC
30 N Gould St STE R
Sheridan, WY 82801
USA
Email: ops@upwindgrowth.com

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