Terms of Service

Version 1.0.0, in force since 2026-11-01.

These Terms of Service (“Terms”) govern the purchase and use of the software, software as a service, services and related offerings (“Services”) provided by MIDDAG, LLC.

Read these Terms before you accept them. If you do not agree with them, do not accept them and do not use the Services.

Contracting party

The Services are provided by MIDDAG, LLC, a limited liability company registered in the State of Delaware, United States (“MIDDAG”, “we”, “us”).

“You” means the organization or the individual that accepts these Terms and holds the account in the MIDDAG Account (“Account”).

No other company is a party to these Terms, and no other company is responsible for the obligations of MIDDAG under them.

The agreement and order of precedence

Your agreement with MIDDAG (“Agreement”) is made of these Terms, the order or proposal you accept, the Service Terms of each Service you buy, and the documents these Terms incorporate by reference: the Service Level Agreement, the Data Processing Addendum, the Acceptable Use Policy, the Support Policy, the AI Terms and the Beta Terms, where they apply to the Service.

If documents of the Agreement conflict, they prevail in this order: first the order or proposal, then the Service Terms, then these Terms.

On matters of data protection, the Data Processing Addendum prevails over the other documents of the Agreement, as it states.

The Privacy Policy explains how MIDDAG handles personal data as a controller; it informs you and is not a contract term you negotiate.

Terms in your purchase order, vendor registration, supplier portal or any other document you issue do not apply, even if MIDDAG accepts or signs that document, unless MIDDAG signs a specific agreement that expressly accepts them.

Acceptance and electronic signature

You accept these Terms by clicking a button or ticking a checkbox that refers to them in the Account or at checkout.

A specific agreement, when MIDDAG offers one, is signed by electronic signature.

The Account records each acceptance, with the version of the document, the date and the account holder who accepted it; the record is evidence of the acceptance.

You agree that your click acceptance and your electronic signature have the same effect as a handwritten signature, and that MIDDAG may give you contracts, notices and other records in electronic form.

You may ask for a paper copy of an electronic record, or withdraw your consent to electronic records, by writing to legal@middag.io; if you withdraw your consent, MIDDAG may end the Services it can only provide under electronic records.

To accept and keep these records you need a device with a current web browser, an email address and a means to save or print a web page or a PDF file.

Who may buy

You may buy the Services as an organization (“Business customer”) or as an individual acting for purposes outside your trade, business or profession (“Consumer”).

The Account asks you to declare whether you buy for an organization, and to identify that organization; we recommend that you buy for your organization whenever the Services are for professional use.

Some offers are available only to organizations; the offer says so, and an individual may not buy it as a Consumer.

If you accept these Terms on behalf of an organization, you confirm that you have authority to bind it, and “you” means that organization.

You must be of legal age to enter into a contract where you live.

The section Consumers applies only to Consumers; where it conflicts with another part of the Agreement, it prevails for Consumers.

Public bodies

When you create the Account and accept these Terms, you must declare whether you act on behalf of a government, a public body, a public agency, a public foundation, a state-owned company or another public authority of any country (“Public Body”).

A Public Body does not contract under these Terms; it contracts under a specific agreement made according to the procurement rules that apply to it.

If a Public Body accepts these Terms anyway, MIDDAG may suspend the account and require that the relationship continue under a specific agreement.

Purchases through a reseller

If you buy the Services from a reseller authorized by MIDDAG, you pay the reseller under the terms you agree with it, and your use of the Services remains governed by the Agreement between you and MIDDAG, accepted in the Account.

A reseller may not change, negotiate or waive the Agreement, and may not change its periods, service levels or warranties.

MIDDAG is not bound by any promise of a reseller beyond the MIDDAG documentation, and anything you agree with the reseller outside the Agreement is between you and the reseller.

A reseller or a referral partner is not an agent or representative of MIDDAG and cannot bind MIDDAG; the Partner Program describes the program.

Account

You must give accurate information in the Account and keep it up to date.

You are responsible for the credentials of your Account and for all use of the Services under them.

You must tell us without delay at security@middag.io if you become aware of unauthorized access to your Account.

Use of the Services

Subject to the Agreement and to payment, MIDDAG grants you a limited, non-exclusive, non-transferable right to use the Services you buy, for the period stated in the order or in the Service Terms, for your own internal purposes, as described in the Service Terms.

You must use the Services in compliance with the Agreement, the Acceptable Use Policy and the law that applies to you.

You may not sell, resell, rent or lease the Services unless MIDDAG authorizes you in writing as a partner.

Intellectual property

MIDDAG and its licensors keep all rights in the Services, their software, documentation and brands; the Agreement grants you only the rights it states.

You keep all rights in the content and data you submit to the Services (“Customer Data”), and you grant MIDDAG the rights needed to provide, secure and support the Services.

The ownership of deliverables of professional services follows the Service Terms and the order.

Customer Data and privacy

When MIDDAG processes personal data on your behalf as a Business customer, the Data Processing Addendum applies and forms part of the Agreement.

The Subprocessors page lists the subprocessors MIDDAG uses and explains how changes to the list are notified and objected to.

You are responsible for having a valid legal basis for the personal data you submit to the Services and for informing the people the data relates to.

Fees, payment and taxes

You pay the fees of the order or of the offer you accept, in the currency and by the payment method shown at checkout.

Fees for subscriptions are paid in advance for each billing cycle, unless the order says otherwise.

When you pay by a local payment method or in a local currency, your purchase remains a cross-border purchase from MIDDAG, LLC, a company established in the United States.

Fees do not include taxes, duties or charges; you are responsible for the taxes, duties and charges that apply to you as the buyer in your country, except taxes on the income of MIDDAG.

The price of a subscription is fixed for the period you have already paid.

Payment failure

If a payment fails, MIDDAG first makes the collection attempts set in the Account, and only then suspends the Service.

A suspended Service is cancelled automatically if the payment is not made within the number of days in the table below, counted from the suspension.

When the payment is made while the Service is suspended, the Service is reactivated automatically.

The Service Terms say which delivery type applies to each offer: software license (plugins and extensions), managed environment (hosting and management of environments and infrastructure), service contract (projects, consulting and development), one-off purchase (one-off support, installation, configuration and diagnostics) and education (training and mentoring).

When a table in these Terms has no row for the delivery type of a Service, the Default row applies.

Subscription term, automatic renewal and cancellation

A subscription runs for the billing cycle you choose at checkout and renews automatically for a cycle of the same length, unless you cancel it before the renewal.

Before each renewal, MIDDAG reminds you by email 30, 7 and 1 days before the renewal date, with the renewal date and how to cancel.

You may cancel a subscription at any time, online, in the Account, in a way as easy as the one you used to subscribe.

When you cancel, the renewal stops and the Service stays available until the end of the period you have already paid; cancellation does not by itself give a refund, except as stated in Refunds and in Consumers.

Plan changes

A change of plan takes effect immediately, except for a service contract, where it takes effect in the next billing cycle.

A downgrade of a service contract requires approval by MIDDAG, and a service contract may change plan only once every 90 days.

Free trials

When an offer includes a free trial, the trial lasts 14 days, is limited to one trial per organization and is not extended.

When the offer requires a payment method to start the trial, the trial converts automatically into a paid subscription at its end unless you cancel it before.

MIDDAG reminds you 3 days and 1 day before the end of the trial.

Refunds

You may request a refund within the number of days in the table below, counted from the payment, by writing to legal@middag.io or through the Account.

MIDDAG decides each refund request, and a service contract is refunded only in exceptional cases.

When MIDDAG grants a full refund, your right to use the refunded Service ends.

No refund is due because of a change to the Agreement, an objection to a subprocessor, a price change at renewal, or the discontinuation of a Service at the end of the paid period.

This section does not limit the right of withdrawal of a Consumer or any other refund that the law requires.

Changes to these Terms

MIDDAG may change these Terms, the Service Terms, the policies and the Service Level Agreement only for a valid reason: a requirement of law or of an authority, security, the technical evolution of the Services, a change of supplier, or a regulatory cost; a change that only benefits you may be made at any time, as described in Changes that apply immediately.

MIDDAG gives notice of each change 30 days before the effective date, by email from the Account to its existing customers, and publishes the upcoming version on the Updates page until the effective date.

The notice states the effective date and summarizes the change.

For a Business customer, the change applies from the effective date, including to paid plans.

A Business customer that has paid a period in advance and objects to the change in writing before the effective date keeps the previous terms until the end of that paid period; at the next renewal, the new terms apply.

An objection in writing is an email to legal@middag.io or the form in the Account.

An objection received after the effective date has no effect, and a Business customer that does not object accepts the change.

An objection does not give a right to a refund.

For a Consumer, a change that is unfavorable to the Consumer applies from the start of the first billing cycle after the notice, and never before the effective date, without any need to object.

Changes that apply immediately

The following changes apply immediately to all customers, with notice as soon as possible, and without the options for Business customers and Consumers above: a change required by law or by an authority, a change for security, a change that only benefits you, and an emergency action.

Price changes

MIDDAG may change the price of a subscription only for the renewal periods after the period you have already paid, and gives notice of the new price 30 days before the effective date.

Discontinuation of a Service

MIDDAG may discontinue a product, a plan or a Service, for all customers or for a group of customers, with notice given 30 days before the effective date.

A discontinued Service continues until the end of the period you have already paid, and no refund is due.

If MIDDAG discontinues a Service before the end of the period you have already paid, MIDDAG refunds in proportion the part of the paid period that will not be provided.

Emergency action

MIDDAG may, without prior notice, fix the Services, update their dependencies, or limit or suspend all or part of the Services when this is necessary to address a security risk to the Services, to you, to other customers or to third parties.

An emergency action is limited to what the risk requires and lasts only while the risk lasts, and MIDDAG informs the affected customers as soon as possible.

An emergency action is not a change to these Terms.

Suspension and termination

MIDDAG may suspend or terminate your access to the Services in case of fraud, of use in breach of the Acceptable Use Policy, or of a material breach of the Agreement that you do not cure after notice.

When the breach allows it, MIDDAG gives notice and a reasonable time to cure before it suspends the Services.

When the Agreement ends, your right to use the Services ends, and the parts of the Agreement that by their nature should survive remain in force.

Customer Data after cancellation

After a Service is cancelled, MIDDAG keeps its operational data for the number of days in the table below, and then offers an export and deletes the data, or archives it, as the table says.

Tax and accounting records are kept for the period the law requires, outside this table.

The Data Processing Addendum prevails over this table for personal data that MIDDAG processes on your behalf.

Warranties and disclaimers

MIDDAG provides the Services with reasonable skill and care, as described in the documentation and in the Service Terms.

The service levels and the remedies for missing them are those of the Service Level Agreement.

Except as stated in the Agreement and to the extent the law allows, the Services are provided “as is” and MIDDAG gives no other warranty, express or implied, including of merchantability, fitness for a particular purpose or non-infringement.

The Services are not legal, financial or business advice, and MIDDAG does not guarantee any business result.

Limitation of liability

To the extent the law allows, neither party is liable for indirect, incidental, special or consequential damages, or for loss of profits, revenue or data.

To the extent the law allows, the total liability of each party under the Agreement is limited to the fees paid or payable by you for the affected Service in the 12 months before the event that gave rise to the claim.

These limits do not apply to your payment obligations, to a breach of the Acceptable Use Policy, or to liability that the law does not allow to be limited or excluded.

Indemnity

A Business customer indemnifies MIDDAG against third-party claims arising from Customer Data or from use of the Services in breach of the Agreement or of the law.

Confidentiality

Each party keeps confidential the non-public information of the other party that it receives under the Agreement, and uses it only to perform the Agreement.

The duty of confidentiality does not apply to information that is public without fault of the receiving party, that the receiving party already had or developed independently, or that the law or an authority requires it to disclose.

Sanctions and export control

You confirm that you are not located in, organized under the laws of, or ordinarily resident in a country or region subject to comprehensive sanctions of the United States, and that you are not listed on, or owned or controlled by a person listed on, a sanctions or restricted party list of the United States.

You will not use, export or re-export the Services in breach of the export control and sanctions laws of the United States or of other countries that apply to you.

MIDDAG may suspend or terminate the Services without liability when continuing them would breach those laws.

Notices

MIDDAG gives you notices by email to the address of the account holder in the Account, or in the Account itself.

You give legal notices to MIDDAG by email to legal@middag.io, or by mail to MIDDAG, LLC, attention Legal, 131 Continental Dr, Suite 305, Newark, Delaware 19713, United States.

Requests about personal data go to privacy@middag.io, and reports of security vulnerabilities go to security@middag.io.

Legal process and requests from authorities go to legal@middag.io or to the address above.

Dispute resolution

Before starting any court proceeding about the Agreement, a party gives the other party written notice of the dispute, and both parties negotiate in good faith for 30 days from that notice.

If the dispute is not resolved within that period, either party may bring it to the courts set out in Governing law and jurisdiction.

Nothing in this section prevents a party from seeking urgent interim relief from a court at any time.

No dispute under the Agreement is subject to arbitration.

This section does not deprive a Consumer of the protection of the mandatory rules described in Consumers.

Governing law and jurisdiction

The Agreement is governed by the laws of the State of Delaware, United States, without regard to its conflict of laws rules.

The state and federal courts located in the State of Delaware have exclusive jurisdiction over disputes under the Agreement.

This choice of law and courts does not deprive a Consumer of the protection of the mandatory rules of the law of the country or state where the Consumer lives, as stated in Consumers.

Consumers

This section applies only to Consumers.

Nothing in the Agreement deprives you of the protection of the mandatory rules of the law of the country or state where you live, including the rules on the law that applies and on the courts where you may bring or defend a claim.

Right of withdrawal

If the law of the country where you live gives you a right to withdraw from a contract made at a distance, you may withdraw from the purchase of a Service within the period that law sets, without giving a reason; in the European Union this period is 14 days from the day the contract is made.

You withdraw by telling MIDDAG of your decision with a clear statement, through the Account or by email to legal@middag.io.

When you withdraw, MIDDAG refunds the payments it received for the purchase within 14 days from the day it receives your decision, using the same payment method, unless you agree otherwise.

At checkout, you may expressly request that the Service starts immediately, during the withdrawal period, and acknowledge that if you withdraw you will pay the amount in proportion to the Service provided until you told MIDDAG of your withdrawal; MIDDAG confirms your request by email.

If you did not request the immediate start, you pay nothing for the Service provided during the withdrawal period.

Renewal and cancellation for Consumers

The rules in Subscription term, automatic renewal and cancellation apply to you, together with any further rules on renewal reminders, cancellation and refunds of the law of the place where you live.

Changes for Consumers

A change to the Agreement that is unfavorable to you applies from the start of your first billing cycle after the notice, and never before the effective date, and you may cancel before then; changes that apply immediately are described in Changes that apply immediately.

For a Consumer, MIDDAG is the controller of personal data, and a change of its subprocessors is an update to the Privacy Policy.

General

The Agreement is the entire agreement between you and MIDDAG about its subject and replaces any prior agreement or communication about it.

The parties are independent contractors; the Agreement creates no partnership, joint venture, agency, mandate or employment relationship.

You may not assign the Agreement without the written consent of MIDDAG; MIDDAG may assign it to a successor in a merger, acquisition or sale of all or part of its business, with notice to you.

Neither party is liable for a delay or failure caused by events beyond its reasonable control.

If a court holds a provision of the Agreement invalid, the rest of the Agreement remains in force.

A failure or delay to enforce a right is not a waiver of that right.

These Terms are written in English; a translation, if any, is for convenience only, and the English version prevails.

Changelog

• 1.0.0 — First version of the Terms of Service of MIDDAG, LLC, for review.