Terms of Use

Updated: November 10th, 2025

Thank you for visiting the MIDSuite.com website (the "Website"), which is owned, controlled, and operated by MIDSuite, LLC. The https://www.midsuite.com website, and its affiliate sites including https://portal.midsuite.com, as well as other sites provided by MIDSuite, LLC (collectively referred to as the "Sites" or "Websites"), are comprised of various web pages operated by MIDSuite, LLC ("MIDSuite, LLC", "MIDSuite", "we", "us"). Websites are offered to you conditioned on your acceptance without modification of the terms, conditions, and notices contained herin (the "Terms"). Your use of the Websites constitutes your agreement to all such Terms. Please read these terms carefully, and keep a copy of them for your reference. Websites are and support a Software as a Service service.

Privacy

Your use of Website is subject to MIDSuite's Privacy Policy. Please review our Privacy Policy, which also governs the Sites and informs users of our data collection practices.

Electronic Communications

Visiting the Sites, sending emails to MIDSuite, or transmitting information to Sites (and affiliated MIDSuite service Sites) constitutes electronic communications. You consent to receive electronic communications and you agree that all agreements, notices, disclosures and other communications that we provide or return to you electronically including via email, in response and on the Sites.

Your Account

If you use the Sites, you are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. You acknowledge that granting access to your account either through the sharing of credentials, or sub-account creation, is solely the responsibility of the account holder and that MIDSuite is not responsible for third party access. You further acknowledge that MIDSuite is not responsible for access to your account that results from theft of misappropriation of your account. MIDSuite and its associates reserve the right to refuse or cancel service, terminate accounts, or remove or edit content in the event that an account is found to be in violation of the Terms of Service outlined.

Links to Third Party Sites / Third Party Services

The Sites may contain links to other websites ("Linked Sites"). The Linked Sites are not under the control of MIDSuite and MIDSuite is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. MIDSuite is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by MIDSuite of the site or any association with its operators. In addition, this statement includes sites that may link to Sites. MIDSuite monitors such links but is not in control of or responsible for the content of such sites.

Certain services made available via Sites utilize data delivered by third party sites, services, and organizations. By using any product, service or functionality originating from the suite of MIDSuite sites, you hereby acknowledge and consent that MIDSuite may share such information and data with any third party with whom MIDSuite has a contractual relationship to provide the requested

No Unlawful or Prohibited Use / Intellectual Property

You are granted a non-exclusive, non-transferable, revocable license to access and use Sites strictly in accordance with these Terms and our Terms of Use. As a condition of your use of the Sites, you warrant to MIDSuite that you will not use the Sites for any purpose that is unlawful or prohibited by these Terms. You may not use the Sites in any manner which could damage, disable, overburden, or impair the Sites or interfere with any other party's use and enjoyment of the Site. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Sites.

All content and data included as part of the Services, such as text, graphics, logos, images, data, as well as the compilation thereof, and any software used on the Sites, is the property of MIDSuite or its suppliers and protected by copyright and other laws that protect intellectual property and proprietary rights. You agree to observe and abide by all copyright and other proprietary notices, legends or other restrictions contained in any such content or service and will not make any changes thereto.

You will not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any way exploit any of the content, in whole or in part, found on the Sites. MIDSuite content and data is not for resale. Your use of the Sites do not entitle you to make any unauthorized use of any protected content, and in particular you will not delete or alter any proprietary rights or attribution notices in any content. You will use protected content solely for your personal or business use, and will make no other use of the content or data without the express written permission of MIDSuite and the copyright owner. You agree that you do not acquire any ownership rights in any protected content or data. We do not grant you any licenses, express or implied, to the intellectual property of MIDSuite or our licensors except as expressly authorized by these Terms.

International Users

The Services are controlled, operated and administered by MIDSuite from our offices within the USA. If you access the Services from a location outside the USA, you are responsible for compliance with all local laws. You agree that you will not use the MIDSuite Service data or content accessed through the Sites in any country or in any manner prohibited by any applicable laws, restrictions or regulations.

Indemnification

You agree to indemnify, defend and hold harmless MIDSuite, its officers, directors, employees, agents and third parties, for any losses, costs, liabilities and expenses (including reasonable attorney's fees) relating to or arising out of your use of or inability to use the Sites or Services, your violation of any terms of this Agreement or your violation of any rights of a third party, or your violation of any applicable laws, rules or regulations. MIDSuite reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with MIDSuite in asserting any available defenses.

Arbitration

In the event the parties are not able to resolve any dispute between them arising out of or concerning these Terms and Conditions, or any provisions hereof, whether in contract, tort, or otherwise at law or in equity for damages or any other relief, then such dispute shall be resolved only by final and binding arbitration in the state of Washington pursuant to the Federal Arbitration Act, conducted by a single neutral arbitrator and administered by the American Arbitration Association, or a similar arbitration service selected by the parties, in a location mutually agreed upon by the parties. The arbitrator's award shall be final, and judgement may be entered upon it in any court having jurisdiction. In the event that any legal or equitable action, proceeding or arbitration arises out of or concerns these Terms and Conditions, the prevailing party shall be entitled to recover its costs and reasonable attorney's fees. The parties agree to arbitrate all disputes and claims in regards to these Terms and Conditions or any disputes arising as a result of these Terms and Conditions, whether directly or indirectly, including Tort claims that are a result of these Terms and Conditions. The parties agree that the Federal Arbitration Act governs the interpretation and enforcement of this provision. The entire dispute, including the scope and enforceability of this arbitration provision shall be determined by the Arbitrator. This arbitration provision shall survive the termination of these Terms and Conditions.

Class Action Waiver

Any arbitration under these Terms and Conditions will take place on an individual basis; class arbitrations and class/representative/collective actions are not permitted. THE PARTIES AGREE THAT A PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN EACH'S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PUTATIVE CLASS, COLLECTIVE AND/OR REPRESENTATIVE PROCEEDING, SUCH AS IN THE FORM OF A PRIVATE ATTORNEY GENERAL ACTION AGAINST THE OTHER. Further, unless both you and MIDSuite agree otherwise, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding.

Liability Disclaimer

THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH MIDSUITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. MIDSUITE AND/OR ITS SUPPLIERS AND PROVIDERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE SITE AT ANY TIME. MIDSUITE AND/OR ITS SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO SERVICE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL MIDSUITE AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE SITE AND SERVICES, WITH THE DELAY OR INABILITY TO USE THE SITE OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE SITE, OR OTHERWISE ARISING OUT OF THE USE OF THE SITE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF MIDSUITE OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SITE, ANY OF THE SERVICES, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE AND SERVICES.

Termination / Access Restriction

MIDSuite reserves the right, in its sole discretion, to terminate your access to the Sites and related services or any portion thereof at any time, without notice.

Governing Law

Except for the arbitration agreement contained in these Terms which shall be governed exclusively by the Federal Arbitration Act, to the maximum extent permitted by law, this agreement is governed by the laws of the State of Washington without regard to any conflict of laws principles, and you hereby consent to the exclusive jurisdiction and venue of courts in Washington in all disputes arising out of or relating to the use of the Sites. Use of the Sites is unauthorized in any jurisdiction that does not give effect to all provisions of these Terms, including, without limitation, this section.

Relationship of the Parties

You agree that no joint venture, partnership, employment, or agency relationship exists between you and MIDSuite as a result of this agreement or the use of the Sites.

No Derogation

MIDSuite's performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of MIDSuite's right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Sites or information provided to or gathered by MIDSuite with respect to such use.