Midpage AI Website Terms of Service

Welcome to Midpage.

These Website Terms of Service (“Terms”) are an agreement between Midpage AI, Inc. (“Midpage,” “we,” “us,” or “our”) and you, the individual accepting these Terms or, if you are accepting these Terms on behalf of a law firm, business, or other organization, that organization (such organization, the “Subscriber,” and, together with any individual accepting for their own personal use, “you” or “your”). If you are accepting on behalf of an organization, you represent that you have the authority to bind that organization to these Terms. They govern your use of the Midpage web applications, plugins, and any other Midpage offerings that reference these Terms, as well as all related Midpage tools, features, and services (collectively, the “Services”).

These Terms apply to individuals and organizations who register for the Services through the Midpage website on a self-serve basis, including subscriptions covering multiple seats for designated personnel of the subscribing organization (as further described in Section A.2). These Terms are effective on the earliest of the date you first electronically accept them, the date you create an account, and the date you first access the Services (“Effective Date”).

If you do not agree with any terms of these Terms, you should not access or use the Services. You may not enter into these Terms on behalf of an organization, company, or other entity unless you have the legal authority to bind that entity.

THESE TERMS HAVE A BINDING ARBITRATION PROVISION AND A CLASS ACTION WAIVER PROVISION. BY ACCEPTING THESE TERMS OR USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND VOLUNTARILY AGREE TO THE ARBITRATION PROVISION BELOW.

1. A. Services
   1. A.1. Subject to these Terms, Midpage gives you permission to use the Services. You are responsible for all activity under your account. You will promptly notify Midpage if you believe your account, the account of any Authorized User, or any associated credentials have been compromised, or are subject to a denial-of-service or other malicious attack that may negatively impact the Services.
   2. A.2. License and Access. Subject to these Terms, including payment of applicable fees, Midpage grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to permit the individuals you designate through your account (each, an “Authorized User”) to access and use the Services during the Subscription Term (as defined in Section I.1) for your internal business purposes or, if you are an individual subscribing for your personal use, for your personal use. The number of Authorized Users is limited to the number of seats included in your subscription. You may add additional seats at any time through your account settings, and each additional seat is governed by these Terms and billed in accordance with Section G.1. Each seat is for a single named individual. You may reassign seats among your personnel but may not exceed the number of seats included in your subscription at any time. Credential sharing, concurrent sessions under a single seat, and transfer of an account or seat to a third party are prohibited, except with Midpage’s prior written consent. You are responsible for ensuring each Authorized User complies with these Terms.
   3. A.3. Your Content
      1. A.3.i. When you submit information to Midpage’s Services (“Inputs”), the Services generate responses (“Outputs,” together “Your Content”). As between the parties, and to the extent permitted by applicable law, you (a) retain ownership of the Input and (b) own the Output. To the extent Midpage may hold any right, title, or interest in or to any Output, Midpage hereby assigns such right, title, and interest to you. You may provide Input that is similar or identical to submissions from other users or may receive Output that is similar or identical to responses provided to other users. Any information submitted or responses received by other third party users are not Your Content.
      2. A.3.ii. You grant Midpage a non-exclusive, worldwide, royalty-free license to use Inputs solely to provide the Services, to address or prevent technical problems, or as otherwise may be required by law. Midpage may sublicense the foregoing rights solely to its subprocessors to the extent necessary to provide the Services.
   4. A.4. Data Use Restrictions
      1. A.4.i. Midpage shall not use Your Content to train or fine-tune any generalized machine learning or artificial intelligence model, whether offered by Midpage or any third party. Midpage shall require that its subprocessors and AI service providers are subject to equivalent restrictions with respect to Your Content.
      2. A.4.ii. Notwithstanding Section A.4.i, Midpage may generate and use aggregated, de-identified data derived from your use of the Services for Midpage’s internal business purposes, including product analytics, provided that such data does not identify you or any individual and cannot reasonably be used to do so.
      3. A.4.iii. Midpage may process Your Content solely to the extent necessary to provide the Services to you in accordance with these Terms.
      4. A.4.iv. Additional terms regarding data handling, retention, security safeguards, and security incident notification are set forth in the Data Processing Addendum (“DPA”) and Privacy Policy, which are incorporated into these Terms by reference.
   5. A.5. Feedback. If you provide (in your sole discretion) Midpage with feedback regarding the Services, Midpage may use that feedback at its own risk and without obligation to you.
2. B. Third Party Integrations
   1. B.1. Midpage may elect (in its sole discretion) to connect the Services with other tools and systems via integrations (collectively, the “Integrations”). You acknowledge and agree that Integrations are not Services and, accordingly, Midpage is not responsible for them.
   2. B.2. Your use of any third party application is governed exclusively by the terms of the applicable agreement with those third parties. By enabling Integrations, you warrant that you have the legal right to connect the applicable third party application with Midpage and to permit Midpage the right to process Your Content sent to Midpage from that application.
   3. B.3. Midpage disclaims any liability for unauthorized use, disclosure, alteration, or destruction of Your Content resulting from processing enabled by any Integration. Midpage does not guarantee the availability of such Integrations or their interoperability with the Service.
3. C. Data Privacy and Security
   Midpage’s processing of personal data in connection with the Services is governed by the DPA, which is incorporated into these Terms by reference. Midpage’s technical and organizational security measures are described in Schedule 3 of the DPA. The DPA and Privacy Policy are each incorporated into these Terms by reference and form part of the Agreement.
4. D. Trust and Safety; Restrictions
   1. D.1. Compliance. Each party will comply with all laws applicable to the provision (for Midpage) and use (for you) of the Services, including any applicable data privacy laws. You acknowledge that the Services are not intended or certified for use cases classified as “high-risk” under applicable AI regulations. To the extent the EU AI Act applies to your use of the Services, each party shall comply with its respective obligations under the EU AI Act.
   2. D.2. Service Restrictions. You agree that you will not, and will not permit any Authorized User to, access or use the Services to:
      1. D.2.i. Violate any third party’s rights or applicable law;
      2. D.2.ii. Compromise, circumvent or interfere with the integrity, security, or performance of the Services or any data contained therein;
      3. D.2.iii. Modify, reverse engineer, or create derivative works of the Services, except as permitted by law;
      4. D.2.iv. Make the Services available to any third party, except that this restriction shall not prohibit you or your Authorized Users from using Outputs in your ordinary course of business, including in legal proceedings, client communications, and work product;
      5. D.2.v. Sell, resell, rent, lease, or offer any time-sharing arrangement, service bureau, or any service based on the Output or Service;
      6. D.2.vi. Systematically monitor the availability, functionality, or performance of the Services for the purpose of developing a competing product or service;
      7. D.2.vii. Introduce or attempt to introduce any Trojan horses, root kits, worms, spyware, ransomware, viruses, or other malicious code (collectively, “Malware”) or other harmful software or data into the Service;
      8. D.2.viii. Manipulate the Output to generate prohibited content or breach confidentiality;
      9. D.2.ix. Provide any personally identifiable health data, payment card industry data, classified information or data subject to the International Traffic in Arms Regulations maintained by the U.S. Department of State; or
      10. D.2.x. Support any third party’s attempt at any of the conduct restricted in this section.
   3. D.3. Nature of Outputs; Disclaimer
      1. D.3.i. Midpage is a legal technology company, not a law firm. The Services use artificial intelligence to generate Outputs, including case law search results, citations, summaries, and drafted text. Outputs are generated by machine learning models and may contain errors, omissions, or inaccuracies, and may not reflect the most recent legal developments. Outputs do not constitute legal advice, legal opinions, or legal recommendations, and no attorney-client relationship is created by use of the Services.
      2. D.3.ii. You acknowledge that: (a) you and your Authorized Users are solely responsible for all decisions made and actions taken based on your or their use of the Services; (b) Outputs must be independently verified for accuracy before being relied upon or used in any legal proceeding, filing, or communication; (c) the Services are not a substitute for independent legal research or professional judgment; and (d) Midpage expressly disclaims all liability for actions taken or not taken based on Outputs.
5. E. Confidentiality
   1. E.1. Confidential Information. The parties may share information that is identified as confidential, proprietary, or similar, or that a party would reasonably understand to be confidential or proprietary (“Confidential Information”). Your Content is your Confidential Information.
   2. E.2. Obligations of Parties. The receiving party (“Recipient”) may only use Confidential Information of the disclosing party (“Discloser”) to exercise its rights and perform its obligations under these Terms. Recipient may only share Discloser’s Confidential Information to Recipient’s employees, agents, and advisors that have a need to know such Confidential Information and who are bound to obligations of confidentiality at least as protective as those provided in these Terms (“Representatives”). Recipient will protect Discloser’s Confidential Information from unauthorized use, access, or disclosure in the same manner as Recipient protects its own Confidential Information, and with no less than reasonable care. Recipient is responsible for all acts and omissions of its Representatives. Each party may also disclose the existence and terms of these Terms, in confidence, to its current or prospective investors, lenders, acquirers, and professional advisors, provided such persons are bound by obligations of confidentiality.
   3. E.3. Exclusions. Confidential Information excludes information that: (a) becomes publicly available through no fault of Recipient; (b) was already known to Recipient prior to disclosure by Discloser without obligation of confidentiality; (c) is obtained by Recipient from a third party without a breach of the third party’s obligations of confidentiality; or (d) is independently developed by Recipient without use of Confidential Information.
   4. E.4. Compelled Disclosure. Recipient may disclose Discloser’s Confidential Information to the extent it is required by law, or court or administrative order, and will, except where expressly prohibited, notify Discloser of the required disclosure promptly and cooperate in good faith with Discloser’s efforts to prevent or narrow the scope of disclosure. Nothing in this Section E shall prevent either party from cooperating with a governmental or regulatory authority investigation, provided that such party uses commercially reasonable efforts to limit the scope of any disclosure of the other party’s Confidential Information and provides notice to the other party to the extent permitted by law.
6. F. Intellectual Property
   1. F.1. Midpage Ownership. As between the parties, Midpage and its licensors retain all right, title, and interest in and to the Services, including all software, algorithms, models, user interfaces, and underlying technology, and all intellectual property rights therein. Except for the limited rights expressly granted in these Terms, no right, title, or interest in the Services is granted to you.
   2. F.2. Your Ownership. As between the parties, you retain all right, title, and interest in and to Your Content. Except for the limited license granted in Section A.3, Midpage acquires no rights in Your Content.
   3. F.3. Feedback. If you provide suggestions, enhancement requests, or other feedback regarding the Services (“Feedback”), Midpage may use such Feedback without restriction or obligation to you. Feedback shall not be considered your Confidential Information.
7. G. Fees
   1. G.1. Payment of Fees. Fees for the Services are as posted on the Midpage website or as otherwise presented to you through the subscription sign-up flow for your selected subscription plan and number of seats (“Fees”). You authorize Midpage (and its third-party payment processor) to charge Fees to the payment method you provide on a recurring basis at the start of each billing period (monthly or annual, as you select). If you add seats during a billing period, Midpage will charge a pro-rated Fee for each added seat for the remainder of the then-current billing period, and your recurring charge thereafter will automatically adjust to reflect the updated seat count at the then-current per-seat Fee. Reductions in seat count take effect at the end of the then-current billing period and are not refundable. All amounts are in U.S. dollars and are non-refundable except as expressly set forth in Section I or as required by applicable law. Payments are made without the right of set-off or chargeback.
      1. G.1.i. Usage-Based Fees. Certain Services may be subject to usage-based fees as disclosed to you at sign-up or in your account. Midpage shall provide you with reasonable access to usage data and reporting. If you dispute any usage-based charges, you shall notify Midpage in writing within thirty (30) days of the applicable charge, specifying the disputed amount and basis for the dispute. The parties shall negotiate in good faith to resolve any such dispute.
      2. G.1.ii. Fee Increases. Midpage may increase Fees upon renewal of the Subscription Term by providing written notice to you (including by email to the address associated with your account or through the Services) at least thirty (30) days prior to the start of the renewal period. If you do not agree to the increase, you may cancel before the start of the renewal period and the increase will not apply to you; your continued use of the Services after the renewal period constitutes your acceptance of the new Fees.
   2. G.2. Taxes. Fees do not include any sales, use, value-added, import, export, or excise taxes that may apply to your purchase (collectively, “Taxes”). Midpage does not charge you for our income taxes. You are responsible for paying all Taxes associated with your purchase unless you provide Midpage with a valid tax exemption certificate. If you are required to pay any Taxes, you must increase your payment to Midpage so that the net amount Midpage receives after the Taxes is the full amount as stated through our payment processor. If you are exempt from paying Taxes, you must provide Midpage with the necessary legal documents that prove that exemption. Until Midpage receives and approves these documents, you will be charged Taxes on your purchases.
   3. G.3. Billing. Failure to pay Midpage all amounts owed when due may result in suspension or termination of your access to the Services. Midpage reserves any other rights of collection it may have.
8. H. Support
   Midpage will provide you with standard technical support through Midpage’s in-app messaging during business hours (Monday–Friday, 9:00 AM–6:00 PM ET, excluding U.S. federal holidays).
9. I. Termination and Suspension
   1. I.1. Subscription Term. The initial period during which you and your Authorized Users may access the Services is the billing period you selected when you subscribed (the “Initial Term”). UNLESS YOU CANCEL IN ADVANCE AS SET FORTH BELOW, THE INITIAL TERM WILL AUTOMATICALLY RENEW FOR SUCCESSIVE PERIODS OF EQUAL LENGTH (each, a “Renewal Term”) AT THE THEN-CURRENT FEES AND FOR THE THEN-CURRENT SEAT COUNT, AND YOU AUTHORIZE MIDPAGE TO CHARGE YOUR PAYMENT METHOD FOR EACH RENEWAL UNTIL YOU CANCEL. You may cancel your subscription at any time by following the cancellation instructions in your account, effective at the end of the then-current Subscription Term; cancellation terminates access to the Services for all Authorized Users under your account at the end of the then-current Subscription Term. The Initial Term and any Renewal Terms are collectively the “Subscription Term.”
      1. I.1.i. Termination for Convenience. You may terminate your account by following the cancellation instructions in your account. Such termination takes effect at the end of the then-current Subscription Term. You shall not be entitled to a refund of prepaid Fees for the remainder of the Subscription Term upon termination for convenience.
      2. I.1.ii. Termination for Cause. Either party may terminate these Terms if the other party materially breaches these Terms and does not cure such breach within thirty (30) days of written notice specifying the breach. If you terminate for Midpage’s uncured material breach, Midpage shall refund to you any prepaid Fees on a pro rata basis for the unused portion of the then-current Subscription Term.
      3. I.1.iii. Termination for Legal Prohibition. Midpage may terminate these Terms immediately upon written notice if Midpage reasonably believes or determines that its provision of the Services to you is prohibited by applicable law.
   2. I.2. Suspension
      1. I.2.i. Midpage may suspend your or any Authorized User’s access to any portion or all of the Services if Midpage reasonably believes or determines that (i) there is a security threat to or attack on the Services requiring immediate action; (ii) you or any Authorized User is using the Services in violation of these Terms; or (iii) Midpage’s provision of the Services to you is prohibited by applicable law or would result in a material increase in the cost of providing the Services (each, a “Service Suspension”). Provided you continue to pay all undisputed Fees when due, Midpage shall not suspend your access to the Services during the pendency of any good-faith billing dispute.
      2. I.2.ii. Midpage will use reasonable efforts to provide written notice of any Service Suspension to you, and resume providing access to the Services, as soon as reasonably possible after the event giving rise to the Service Suspension is cured, where curable. Midpage will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that you may incur because of a Service Suspension made in accordance with this Section I.2.
   3. I.3. Effect of Termination. Upon termination or expiration of these Terms: (a) your right to access the Services shall cease at the end of the applicable Subscription Term (or, in the case of termination for cause by either party, upon the effective date of such termination); (b) each party shall, upon written request, return or destroy the other party’s Confidential Information in its possession, subject to any retention required by applicable law or the party’s standard backup and archival procedures; (c) Midpage will delete Your Content from its active systems within sixty (60) days following the effective date of termination or expiration, in accordance with the DPA; and (d) the following sections shall survive termination or expiration: A.3 and A.4 (Your Content; Data Use Restrictions), E (Confidentiality), G (Fees, solely with respect to amounts accrued prior to termination), J (Disputes), K (Indemnification), L (Warranties and Limits on Liability), and M (Miscellaneous).
10. J. Disputes
    1. J.1. Disputes. In the event of a dispute, claim or controversy relating to these Terms (“Dispute”), the parties will first attempt in good faith to informally resolve the matter. The party raising the Dispute must notify the other party (“Dispute Notice”). The other party must respond to the Dispute Notice in a timely manner and no later than two weeks from the delivery of the Dispute Notice. If the parties have not resolved the dispute within 60 days of delivery of the Dispute Notice, either party may seek to resolve the dispute through arbitration as stated in the relevant Section below.
    2. J.2. Arbitration. Any Dispute that is not resolved through the informal resolution process described in Section J.1 will be finally and exclusively resolved by binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) in New York, New York. The arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator will make a decision in writing and must follow applicable law. EACH PARTY AGREES IT IS WAIVING THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION TO THE FULLEST EXTENT PERMITTED UNDER THE LAW. Each party shall bear its own costs and fees in connection with any arbitration. Nothing in this Section shall prevent a party from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of a party’s data security, intellectual property, or other proprietary rights.
11. K. Indemnification
    You will defend Midpage and its personnel, successors, and assigns from and against any third-party claim, suit, or proceeding (each, a “Claim”) arising out of or related to your or any Authorized User’s (a) Inputs or other data provided to the Services, or (b) use of the Services in violation of Section D.2 (Service Restrictions), and will indemnify Midpage for any damages, reasonable attorneys’ fees, and costs finally awarded against Midpage by a court of competent jurisdiction on, or paid by Midpage under a settlement approved by you (such approval not to be unreasonably withheld) of, such Claim. For the avoidance of doubt, a “Claim” under this Section K refers exclusively to third-party claims and is distinct from a “Dispute” as defined in Section J.1, which addresses claims between the parties.
12. L. Warranties; Limits on Liability
    1. L.1. Warranties. Each party represents and warrants that (a) it is authorized to enter into these Terms; and (b) entering into and performing these Terms will not violate any applicable rules (including, if applicable, your organization’s policies). You further represent and warrant that you have all rights and permissions required to submit Inputs to the Services. Midpage will use commercially reasonable efforts to make the Services available in accordance with the documentation made generally available by Midpage at https://docs.midpage.ai (or such successor URL), as updated by Midpage from time to time (“Documentation”).
    2. L.2. Remedies. In the event of a breach of any of the foregoing warranties, your sole and exclusive remedy is limited to reperformance or correction of any non-conforming Services. If correction or re-performance is not commercially feasible within thirty (30) days of receipt of notice, then you may terminate upon written notice to Midpage, and Midpage will promptly refund to you all prepaid, unused fees paid by you to Midpage relating to the terminated Subscription Term. The foregoing is conditioned upon you notifying Midpage within thirty (30) days of becoming aware of the condition giving rise to a claim during the Subscription Term.
    3. L.3. Disclaimer of Warranties. Except to the extent expressly provided for in these terms, to the maximum extent permitted under law (a) the Services and Outputs are provided “as is” and “as available” without warranty of any kind; and (b) Midpage makes no warranties, express or implied, relating to third-party products or services, including third-party integrations. Midpage expressly disclaims all implied warranties, including warranties of merchantability, non-infringement, and fitness for a particular purpose, as well as any implied warranty arising from statute, course of dealing or performance, or trade use. Midpage does not warrant, and disclaims that, the Services or Outputs are accurate, complete or error-free or that their use will be uninterrupted. References to a third party in the Outputs may not mean they endorse or are otherwise working with Midpage.
    4. L.4. Limitation of Liability. To the maximum extent permitted by applicable law, in no event will Midpage or its directors, officers, employees, agents, or licensors be liable to you, any Authorized User, or any third party for any direct, indirect, consequential, exemplary, incidental, special, or punitive damages, including lost profits, lost revenue, loss of data, loss of goodwill, or other damages arising out of or relating to these terms or your or any Authorized User’s access to or use of (or inability to access or use) the Services or any Outputs, even if Midpage has been advised of the possibility of such damages. Notwithstanding anything to the contrary in these terms, Midpage’s total aggregate liability to you for any cause whatsoever, and regardless of the form of action (whether in contract, tort, strict liability, or otherwise), will at all times be limited to the lesser of (a) the total amount paid by you to Midpage under these terms during the six (6) month period immediately preceding the event giving rise to the claim or (b) one hundred U.S. dollars ($100.00).
13. M. Miscellaneous
    1. M.1. Notices. All notices, demands, waivers, and other communications under these Terms (each, a “Notice”) must be in writing in English. Except for notices related to demands to arbitrate or where equitable relief is sought, any Notices provided under these Terms may be delivered electronically to the following email address: if to Midpage, legal@midpage.ai; if to you, the email address associated with the administrator of your account. Notices delivered to that address will be deemed received by you and, where applicable, by each Authorized User under your account. Notice is effective only: (a) upon receipt by the receiving party, and (b) if the party giving the Notice has complied with all requirements of this Section (Notices). You may update your email address for notices by updating your account profile or by providing written notice to Midpage at legal@midpage.ai.
    2. M.2. Electronic Communications. You agree to receive electronic communications from Midpage based on your use of the Services and related to these Terms (including for legal notice purposes). Except where prohibited by applicable law, electronic communications may be sent via email, through the Services or your account, or posted on Midpage’s website. You agree that electronic communications satisfy any legal requirement that communications be in writing.
    3. M.3. Amendment and Modification. 
       1. M.3.i. Midpage may update these Terms from time to time by posting the revised Terms on its website and providing you with at least thirty (30) days’ prior written notice (or such shorter notice period as may be required for changes made in response to changes in applicable law or regulation). Your continued use of the Services after the effective date of any update constitutes your acceptance of such update. If you do not agree to the updated Terms, your sole remedy is to stop using the Services and cancel your subscription before the effective date.
       2. M.3.ii. If you do not agree with a revised version of these Terms, you may cancel your subscription before the effective date of the revised Terms, and your cancellation will take effect at the end of the then-current Subscription Term. The Terms in effect prior to the update will continue to govern your use of the Services until the end of such Subscription Term.
       3. M.3.iii. Notwithstanding the foregoing, (a) Midpage may not unilaterally modify the provisions of Section E (Confidentiality) or Section A.4 (Data Use Restrictions) in a manner that materially reduces the protections afforded to Your Content without your prior written consent (other than to reflect changes in applicable law); (b) changes to Section J (Disputes) will not apply to any Dispute arising before the effective date of such change; and (c) Midpage may update the DPA to reflect changes in applicable data protection law, provided that such updates do not materially reduce the protections afforded to Your Content.
       4. M.3.iv. Failure to exercise or delay in exercising any rights or remedies arising from these Terms does not and will not be construed as a waiver; any waiver of any provision of these Terms is effective only if in writing and signed by each party. No single or partial exercise of any right or remedy will preclude future exercise of such right or remedy.
    4. M.4. Assignment. You may not assign, transfer, or delegate these Terms, in whole or in part, by operation of law or otherwise, without Midpage’s prior written consent; any attempt to do so is void. Midpage may assign or transfer these Terms without restriction, including in connection with a merger, acquisition, reorganization, or the sale of all or substantially all of its business or assets. Subject to this section, these Terms will inure to the benefit of and will be binding upon the parties and their respective heirs, successors, and permitted assigns.
    5. M.5. Severability. If a provision of these Terms is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will neither affect any other term or provision of these Terms nor invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the parties will negotiate in good faith to modify these Terms to reflect the parties’ original intent as closely as possible.
    6. M.6. Interpretation. These Terms will be construed mutually, with neither party considered the drafter. Document and section titles are provided for convenience and will not be interpreted. The phrases “for example” or “including” or “or” are not limiting.
    7. M.7. Governing Law. These Terms are governed by, and interpreted in accordance with, the laws of the State of New York without reference to its conflicts of law principles. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms.
    8. M.8. Venue. Subject to Section J.2 (Arbitration), the parties consent to the exclusive jurisdiction of the federal and state courts located in New York, New York solely for the following purposes: (a) actions to compel arbitration, stay proceedings pending arbitration, or confirm, modify, vacate, or enter judgment on any arbitration award; and (b) applications for injunctive or other equitable relief as permitted under Section J.2 to prevent the actual or threatened infringement, misappropriation, or violation of a party’s data security, intellectual property, or other proprietary rights.
    9. M.9. Export and Sanctions. The Services are controlled and operated from the United States and are subject to applicable U.S. export laws and regulations. You may not export or provide access to the Services to persons, entities, or countries where such export or provision of services is prohibited under U.S. or other applicable international law. Without limiting the foregoing sentence, this restriction applies (a) to countries where export from the United States or into such country would be prohibited or illegal without first obtaining the appropriate license, and (b) to persons, entities, or countries covered by U.S. sanctions. You acknowledge that remote access may in certain circumstances be considered a re-export.
    10. M.10. Entire Agreement. These Terms, together with the documents incorporated by reference herein (including the DPA and Privacy Policy), constitute the parties’ entire agreement with respect to your use of the Services and supersede all prior or contemporaneous understandings or agreements, whether oral or written, relating to such subject matter.
    11. M.11. Force Majeure. Neither party shall be liable or deemed in default for failure to perform any obligation under these Terms where such failure has been caused by any act outside of the reasonable control of such party and occurring without its fault or negligence, including, but not limited to: an act of God, fire, strike, third-party hardware or software failure, third-party misuse of websites, communication failure, theft, denial of service attacks, unauthorized destruction of or access to records and services, cyber-attacks, cyber terrorism, inevitable accidents, or war. The party whose performance has been so interrupted shall give the other party written notice of the interruption and its cause and shall use commercially reasonable efforts to resume full performance as soon as possible. Notwithstanding the foregoing, a force majeure event shall not relieve you of your payment obligations under these Terms.
    12. M.12. Counterparts. You accept these Terms by clicking “I accept” (or similar affirmation) during account sign-up, creating an account, or accessing or using the Services, each of which constitutes your electronic signature and has the same legal effect as a handwritten signature.