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MidPay Terms of Service

Effective Date: October 30, 2023

Last Updated: June 25, 2025

These Terms of Service ("Terms") are a legal agreement between you and MidPay, Inc. ("MidPay," "we," "us," or "our"). These Terms govern your access to and use of MidPay's websites, including but not limited to midpay.ai, app.midpay.ai, and any related mobile applications, along with all features, functionalities, and services available through our platform (collectively, the "Platform"). Our Platform provides payment security and escrow services specifically designed for contractors and construction professionals.

By accessing or using our Platform in any way, including creating an account, using our payment security services, or accessing any portion of our Platform, you agree to be legally bound by these Terms and our Privacy Policy (available at www.midpay.ai/privacy). If you do not agree with these Terms, you may not use the Platform.

IMPORTANT NOTICE: THESE TERMS CONTAIN A MANDATORY ARBITRATION PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN COURT OR JURY TRIALS OR CLASS ACTIONS. PLEASE REVIEW SECTION 10 CAREFULLY.

1. DEFINITIONS

When used in these Terms, the following terms have the meanings set forth below:

"Account" means the account you create to access and use the Platform.

"Agreement" or "Agreements" means these Terms, our Privacy Policy, and any other terms, policies, or agreements that apply to your use of the Platform.

"Contractor" means a licensed construction professional, home improvement specialist, or related service provider who uses the Platform to receive payments for construction or renovation work.

"Escrow Account" means a secure account held by our banking partners where project funds are deposited and held until milestone completion.

"Milestone" means a specific phase or completion point in a construction project as defined in the Project Agreement.

"Platform" means MidPay's websites, mobile applications, and all related services and functionalities.

"Project Agreement" means the contract between a Contractor and Homeowner that defines the scope of work, milestones, and payment terms. The Project Agreement is solely between Contractor and Homeowner, and MidPay is not a party to such agreement.

"Homeowner" means an individual or entity who engages a Contractor for construction or renovation services and uses the Platform to secure payments.

"User Content" means any content, including but not limited to text, images, photos, videos, audio, or other materials, that you upload, submit, or otherwise make available through the Platform.

2. ACCEPTANCE OF TERMS AND ELIGIBILITY

2.1 Acceptance

By accessing or using the Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms and all applicable laws and regulations. If you do not agree to these Terms, you must not access or use the Platform.

2.2 Eligibility

You may use the Platform only if you meet all of the following requirements:

(a) You are a United States resident and at least 18 years of age; (b) You have the legal capacity to enter into binding contracts; (c) You are not prohibited from using the Platform under any applicable federal, state, or local laws; (d) You have not been previously suspended or banned from using the Platform; (e) If you are a Contractor, you maintain all required professional licenses and insurance coverage; (f) If you are using the Platform on behalf of a business entity, you have the authority to bind that entity to these Terms.

2.3 Business Users

If you are a Contractor or business entity using the Platform:

(a) You must provide accurate business information, including valid licensing and insurance details; (b) You are responsible for ensuring all employees and authorized users comply with these Terms; (c) You must maintain current and valid professional licenses as required by applicable law; (d) You agree to provide proof of insurance coverage when requested by MidPay or Homeowners.

2.4 Changes to Terms

We may update these Terms from time to time to reflect changes in our services, legal requirements, or business practices. We will provide notice of material changes by posting the updated Terms on our Platform and updating the "Last Updated" date above. Your continued use of the Platform after such changes constitutes acceptance of the updated Terms. If you do not agree to the updated Terms, you must stop using the Platform.

3. PLATFORM SERVICES

3.1 Payment Security and Escrow Services

MidPay provides payment security and escrow services designed to protect both Contractors and Homeowners in construction and home improvement projects. Our core services include:

(a) Secure Escrow Management: Holding project funds in secure escrow accounts until milestone completion; (b) Milestone Verification: Digital tracking and verification of project completion phases; (c) Automated Payment Processing: Release of funds upon verified milestone completion; (d) Dispute Resolution Support: Assistance in resolving payment disputes between parties; (e) Project Documentation: Digital record-keeping of agreements, milestones, and payment history; (f) Communication Tools: Secure messaging and notification systems for project coordination.

3.2 How Our Platform Works

(a) Project Setup: Contractors and Homeowners create detailed Project Agreements specifying work scope, milestones, and payment schedules; (b) Fund Security: Homeowners deposit project funds into secure Escrow Accounts managed by our banking partners; (c) Work Performance: Contractors perform work according to the agreed milestones and project specifications; (d) Milestone Verification: Completed work is verified through documentation, photos, or Homeowner approval; (e) Payment Release: Funds are automatically released to Contractors upon successful milestone verification; (f) Project Completion: Final payments are processed upon overall project completion and acceptance.

3.3 Banking Partnerships and Fund Security

(a) All Escrow Accounts are maintained at licensed banking institutions that serve as our partners; (b) Deposited funds are held securely according to applicable banking regulations and escrow laws; (c) MidPay is not a bank or financial institution but facilitates escrow services through licensed banking partners; (d) All escrow arrangements are subject to the terms and conditions of our banking partners and applicable banking regulations.

3.4 Platform Limitations

You acknowledge and agree that:

(a) MidPay provides payment security services but does not guarantee the quality of work performed by Contractors; (b) We do not supervise, direct, control, or monitor Contractors' work performance; (c) Homeowners are responsible for verifying Contractor credentials, licenses, and insurance coverage; (d) MidPay is not responsible for disputes regarding work quality, project delays, or contract interpretation; (e) Our services are limited to payment processing and escrow management as described in these Terms.

4. ACCOUNT REGISTRATION AND MANAGEMENT

4.1 Account Creation

To use certain features of the Platform, you must create an Account. When creating your Account, you agree to:

(a) Provide accurate, current, and complete information about yourself or your business; (b) Maintain and promptly update your Account information to keep it accurate and complete; (c) Maintain the security and confidentiality of your Account credentials; (d) Accept all risks of unauthorized access to your Account and the information you provide; (e) Immediately notify MidPay if you discover or suspect any security breaches related to your Account.

4.2 Account Security

You are responsible for all activities that occur under your Account, whether or not you authorized such activities. You agree to:

(a) Use a strong password and keep it confidential; (b) Not share your Account credentials with any third party; (c) Not allow any third party to access your Account; (d) Monitor your Account for unauthorized activity; (e) Immediately notify us of any unauthorized use of your Account.

4.3 Account Verification

We may require you to verify your identity or business information before using certain Platform features. Verification may include:

(a) Providing government-issued identification; (b) Submitting business licenses and permits; (c) Providing proof of insurance coverage; (d) Completing background checks or credit verification; (e) Providing additional documentation as reasonably requested by MidPay.

4.4 Account Suspension and Termination

We reserve the right to suspend or terminate your Account at any time, with or without notice, for any reason, including but not limited to:

(a) Violation of these Terms or our policies; (b) Fraudulent, abusive, or illegal activity; (c) Failure to maintain required licenses or insurance; (d) Providing false or misleading information; (e) Failure to pay applicable fees or charges; (f) Inactivity for extended periods; (g) Any conduct that may harm MidPay, our users, or our business partners.

5. ACCEPTABLE USE AND PROHIBITED CONDUCT

5.1 Acceptable Use

You agree to use the Platform only for its intended purposes and in compliance with these Terms and all applicable laws. The Platform is designed for legitimate construction and home improvement projects between Contractors and Homeowners.

5.2 Prohibited Uses

You may not use the Platform for any of the following purposes:

(a) Any illegal activities or to facilitate violations of any laws or regulations; (b) Processing payments unrelated to legitimate construction or home improvement projects; (c) Circumventing or attempting to circumvent our payment security measures; (d) Creating false or misleading Project Agreements or milestone documentation; (e) Impersonating any person or entity or misrepresenting your affiliation with any person or entity; (f) Interfering with or disrupting the Platform's operation or security; (g) Accessing or attempting to access other users' Accounts or confidential information; (h) Using automated systems, bots, or scripts to access the Platform without our written permission; (i) Reverse engineering, decompiling, or attempting to extract source code from the Platform; (j) Uploading or transmitting viruses, malware, or other harmful code; (k) Harassing, threatening, or intimidating other users; (l) Violating any third party's intellectual property rights or privacy rights.

5.3 Professional Standards

As a platform serving the construction industry, we expect all users to maintain professional standards:

(a) Contractors must perform work according to industry standards, applicable building codes, and professional best practices; (b) All parties must communicate professionally and respectfully; (c) Project Agreements must accurately reflect the scope of work, materials, and payment terms; (d) Users must respond promptly to milestone verification requests and Platform communications; (e) Disputes must be addressed through appropriate channels rather than through harassment or intimidation; (f) Contractors must maintain current professional licenses and adequate insurance coverage.

5.4 Compliance with Laws

You must comply with all applicable federal, state, and local laws and regulations, including but not limited to:

(a) Contractor licensing requirements and professional regulations; (b) Building codes, permit requirements, and safety regulations; (c) Tax obligations related to payments received through the Platform; (d) Anti-money laundering and financial reporting requirements; (e) Consumer protection laws applicable to home improvement contracts; (f) Employment laws if you have employees working on projects; (g) Environmental and waste disposal regulations.

6. PAYMENT PROCESSING AND ESCROW SERVICES

6.1 Escrow Account Management

(a) Project funds are deposited into Escrow Accounts established with our licensed banking partners; (b) Each project typically has a dedicated Escrow Account to prevent commingling of funds; (c) MidPay serves as the escrow agent or works with licensed third-party escrow agents; (d) All escrow arrangements are governed by applicable state escrow laws and banking regulations; (e) Escrow Accounts are established solely for the purpose of holding and disbursing project funds.

6.2 Fund Deposits and Security

(a) Homeowners must deposit the full project amount or agreed milestone amounts before work begins; (b) Deposits may be made via ACH transfer, wire transfer, credit card, or other approved payment methods; (c) All deposited funds are held securely in escrow accounts until milestone completion; (d) Interest earned on Escrow Accounts, if any, will be handled according to applicable state laws and the Project Agreement; (e) Deposited funds are protected according to applicable banking regulations and escrow laws.

6.3 Milestone Verification and Payment Release

(a) Payments are released based on completion of predefined project milestones as specified in the Project Agreement; (b) Milestone completion must be verified according to the verification methods specified in the Project Agreement; (c) Verification methods may include photo documentation, third-party inspection, Homeowner approval, or other agreed-upon methods; (d) Once a milestone is verified as complete, funds are typically released within 1-2 business days; (e) Released payments are transferred directly to the Contractor's designated bank account via ACH or wire transfer.

6.4 Payment Processing Fees

(a) MidPay charges fees for payment processing and escrow services as disclosed at the time of service; (b) Fees may include transaction fees, escrow management fees, payment processing charges, and verification fees; (c) All fees are clearly disclosed before any charges are incurred; (d) Fee schedules are available on our Platform and may be updated with reasonable notice to users; (e) Fees are typically deducted from payments before release to Contractors or charged separately to the paying party.

6.5 ACH and Bank Transfer Authorization

By using our payment services, you authorize MidPay and our banking partners to:

(a) Initiate ACH debits and credits to your designated bank accounts; (b) Verify your bank account information and available funds; (c) Re-initiate failed transactions up to two additional times; (d) Collect any fees, charges, or returned payment fees associated with your use of the Platform; (e) Share necessary information with banking partners and payment processors to facilitate transactions.

6.6 Failed Payments and Chargebacks

(a) You must notify us immediately of any unauthorized, disputed, or failed transactions; (b) We will investigate disputed transactions according to applicable payment network rules and banking regulations; (c) Chargebacks, payment reversals, or failed payments may result in fund holds, account restrictions, or additional fees; (d) You are responsible for providing documentation and cooperation to support dispute resolution; (e) Repeated failed payments or chargebacks may result in Account suspension or termination.

7. PROJECT MANAGEMENT AND DISPUTE RESOLUTION

7.1 Project Agreements

(a) All projects facilitated through the Platform must have clearly defined Project Agreements specifying scope of work, milestones, payment terms, and completion timelines; (b) Project Agreements should include detailed descriptions of work to be performed, materials to be used, and quality standards; (c) Changes to project scope, timeline, or payment terms require written agreement from all parties; (d) MidPay may require additional documentation, permits, or approvals for complex or high-value projects; (e) Project Agreements must comply with applicable local building codes and permit requirements.

7.2 Milestone Management

(a) Projects should be divided into clear, verifiable milestones with specific completion criteria; (b) Each milestone should have defined deliverables, documentation requirements, and verification methods; (c) Milestone completion must be documented through photos, reports, or other agreed-upon evidence; (d) Homeowners have a reasonable time period to review and approve completed milestones; (e) Disputed milestones may be subject to third-party inspection or professional evaluation.

7.3 Dispute Resolution Process

When disputes arise regarding milestone completion, work quality, or payment issues:

(a) Parties should first attempt to resolve disputes through direct communication and good faith negotiation; (b) MidPay may provide mediation services to help facilitate resolution between parties; (c) Technical disputes may require third-party inspection by qualified professionals; (d) Disputed funds may be held in escrow pending resolution; (e) Unresolved disputes may be subject to arbitration as outlined in Section 10 of these Terms; (f) MidPay reserves the right to make final determinations regarding milestone completion when parties cannot agree.

7.4 Project Cancellation and Termination

(a) Projects may be cancelled by mutual agreement of all parties with appropriate notice; (b) Cancellation terms, including payment for completed work and material costs, should be specified in the Project Agreement; (c) Completed and verified milestones will be paid according to the original agreement terms; (d) Unused funds will be returned to the depositing party minus applicable fees and costs; (e) MidPay reserves the right to cancel projects that violate these Terms or applicable laws; (f) Emergency cancellations may be necessary for safety, legal, or regulatory reasons.

7.5 Quality Assurance and Standards

(a) Contractors are solely responsible for the quality and workmanship of all services performed; (b) All work must comply with applicable building codes, safety regulations, and industry standards; (c) MidPay does not inspect, supervise, or guarantee the quality of work performed by Contractors; (d) Homeowners are encouraged to verify Contractor credentials, licenses, insurance coverage, and references; (e) Quality disputes should be addressed directly between Contractors and Homeowners with MidPay providing payment security services only.

7.6. CONTRACTOR-SPECIFIC REQUIREMENTS AND PROTECTIONS

7.6.1 Contractor Requirements

All Contractors using the Platform must:

(a) Maintain all necessary permitting, licensing, and insurance for their business operations; (b) Provide MidPay with updated financial information and supplier references annually, or promptly upon written request; (c) Ensure all Project Agreements clearly specify amounts and milestones, with Homeowners confirming on the Platform that funding and payout schedules match the Project Agreement; (d) Maintain professional standards and comply with all applicable building codes and safety regulations; (e) Provide accurate and complete documentation for all milestone verification requests.

7.6.2 Documentation and Verification Disclaimers

(a) Milestone verifications performed by MidPay assume that documentation submitted by Contractors is valid and accurate in all respects; (b) MidPay bears no liability whatsoever if there is a dispute regarding the validity or accuracy of Contractor-submitted documentation; (c) Contractors will indemnify and hold harmless MidPay for any out-of-pocket losses MidPay incurs as a result of disputes over documentation validity or accuracy; (d) All amounts and milestones must be clearly specified in the Project Agreement between Contractor and Homeowner, and MidPay bears no liability for disputes regarding such amounts and milestones.

7.6.3 Holdback Process

(a) Contractors agree to the Holdback process as part of project completion procedures; (b) Contractors agree to allow Homeowners to freeze Holdback funds by submitting a dispute through the Platform; (c) If a dispute is not resolved to MidPay's sole discretion within 60 days after project completion verification, MidPay is authorized to release Holdback funds back to the Homeowner, unless a court or similar legal process has ordered otherwise; (d) MidPay bears no liability whatsoever regarding Holdback fund releases, and Contractors will indemnify and hold harmless MidPay for any out-of-pocket losses incurred as a result of disputes over such releases.

7.6.4 Clawback Rights and Business Cessation

(a) If a Contractor ceases business operations, incurs liens, judgments, or other circumstances that result in losses to Homeowners on certain projects, MidPay has the right to clawback funds earned but not yet paid out to the Contractor on other MidPay projects to make affected Homeowners whole; (b) MidPay bears no liability whatsoever in connection with such clawback actions; (c) Contractors will indemnify and hold harmless MidPay for any out-of-pocket losses incurred as a result of clawback actions; (d) Clawback rights extend to situations involving business failure, liens, judgments, or other circumstances that may harm Homeowner interests.

7.6.5 Payment Disputes and Chargebacks

(a) If a Homeowner disputes an ACH or credit card charge after milestone payment has been disbursed to a Contractor, and those funds are clawed back from MidPay, the Contractor agrees to immediately make MidPay's escrow account whole for the deficient funds while the dispute is resolved; (b) If a Contractor fails to repay such funds within 5 business days of notification, MidPay has the right to clawback funds via ACH debit or net against future disbursements to make the escrow account whole; (c) Contractors are responsible for all costs and fees associated with payment disputes and chargebacks; (d) Repeated payment disputes may result in Account suspension or termination.

7.6.6 Legal Action Restrictions

(a) If a Contractor claims, threatens, or files suit or litigation against a Homeowner in connection with any project dispute, the Contractor shall not name or involve MidPay in any such suit or litigation; (b) Contractors shall indemnify and hold harmless MidPay for any out-of-pocket losses MidPay incurs if it is involved in any way in litigation between Contractors and Homeowners; (c) This restriction applies to all legal proceedings, arbitrations, and dispute resolution processes between Contractors and Homeowners; (d) Contractors acknowledge that MidPay provides payment processing services only and is not a party to construction contracts or work performance disputes.

8. USER CONTENT AND INTELLECTUAL PROPERTY

8.1 User Content Ownership

You retain ownership of all User Content that you upload, submit, or otherwise make available through the Platform. However, by submitting User Content, you grant MidPay a worldwide, non-exclusive, royalty-free, transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform your User Content in connection with providing our services.

8.2 User Content Responsibilities

You represent and warrant that:

(a) You own or have the necessary rights to all User Content you submit; (b) Your User Content does not infringe any third party's intellectual property rights, privacy rights, or other legal rights; (c) Your User Content does not contain any illegal, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, or otherwise objectionable material; (d) Your User Content is accurate and not misleading; (e) You have obtained all necessary permissions and releases for any individuals depicted in photos or videos.

8.3 Content Monitoring and Removal

(a) MidPay has the right, but not the obligation, to monitor, review, and remove User Content; (b) We may remove User Content that violates these Terms, applicable laws, or our community standards; (c) We may remove User Content in response to valid legal requests or court orders; (d) Removal of User Content does not affect your other obligations under these Terms; (e) We are not responsible for any loss or damage resulting from removal of User Content.

8.4 MidPay Intellectual Property

(a) The Platform, including all software, content, trademarks, service marks, logos, and proprietary technology, is owned by MidPay or our licensors; (b) You are granted a limited, non-exclusive, non-transferable, revocable license to access and use the Platform for its intended purposes; (c) You may not copy, modify, distribute, sell, or lease any part of the Platform; (d) You may not reverse engineer, decompile, or attempt to extract source code from the Platform; (e) All MidPay trademarks, logos, and service marks are the exclusive property of MidPay and may not be used without our written permission.

8.5 Third-Party Content

(a) The Platform may contain content provided by third parties, including other users, partners, or service providers; (b) MidPay does not endorse, guarantee, or assume responsibility for any third-party content; (c) Third-party content is subject to the intellectual property rights of its respective owners; (d) You may not use third-party content without appropriate permission from the content owner.

8.6 Feedback and Suggestions

Any feedback, suggestions, ideas, or other information you provide to MidPay regarding the Platform becomes our property and may be used by us without compensation or attribution to you for any purpose, including improving our services.

9. PRIVACY AND DATA PROTECTION

9.1 Privacy Policy

Your privacy is important to us. Our collection, use, and disclosure of your personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference. By using the Platform, you consent to the collection, use, and disclosure of your information as described in our Privacy Policy.

9.2 Data Security

(a) We implement reasonable security measures to protect your personal information and Account data; (b) However, no method of transmission over the internet or electronic storage is completely secure; (c) You acknowledge that you provide your information at your own risk; (d) We cannot guarantee the absolute security of your information; (e) You are responsible for maintaining the confidentiality of your Account credentials.

9.3 Data Retention

(a) We may retain your information for as long as necessary to provide our services and comply with legal obligations; (b) Even after Account termination, we may retain certain information for legitimate business purposes; (c) Financial transaction records may be retained for extended periods as required by law; (d) You may request deletion of certain personal information subject to legal and business requirements.

9.4 Third-Party Data Sharing

(a) We may share your information with banking partners, payment processors, and other service providers as necessary to provide our services; (b) We may disclose information in response to legal requests, court orders, or to protect our rights and safety; (c) We do not sell your personal information to third parties for marketing purposes; (d) Any data sharing is conducted in accordance with our Privacy Policy and applicable laws.

10. DISCLAIMERS AND WARRANTIES

10.1 Platform Disclaimers

THE PLATFORM IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, MIDPAY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO:

(a) WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT; (b) WARRANTIES THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE; (c) WARRANTIES REGARDING THE ACCURACY, RELIABILITY, OR COMPLETENESS OF CONTENT ON THE PLATFORM; (d) WARRANTIES THAT THE PLATFORM WILL MEET YOUR SPECIFIC REQUIREMENTS OR EXPECTATIONS; (e) WARRANTIES REGARDING THE QUALITY, SAFETY, OR LEGALITY OF SERVICES PROVIDED BY CONTRACTORS.

10.2 Service Limitations

YOU ACKNOWLEDGE AND AGREE THAT:

(a) MIDPAY PROVIDES PAYMENT PROCESSING AND ESCROW SERVICES ONLY AND DOES NOT PROVIDE CONSTRUCTION SERVICES; (b) WE DO NOT SUPERVISE, DIRECT, CONTROL, OR MONITOR CONTRACTORS' WORK PERFORMANCE; (c) WE ARE NOT RESPONSIBLE FOR THE QUALITY, SAFETY, LEGALITY, OR TIMELINESS OF SERVICES PROVIDED BY CONTRACTORS; (d) WE DO NOT GUARANTEE THAT CONTRACTORS HAVE APPROPRIATE LICENSES, INSURANCE, OR QUALIFICATIONS; (e) HOMEOWNERS ARE SOLELY RESPONSIBLE FOR VERIFYING CONTRACTOR CREDENTIALS AND WORK QUALITY; (f) WE ARE NOT RESPONSIBLE FOR DISPUTES BETWEEN CONTRACTORS AND HOMEOWNERS REGARDING WORK PERFORMANCE.

10.3 Third-Party Services

(a) THE PLATFORM MAY INTEGRATE WITH OR RELY ON THIRD-PARTY SERVICES, INCLUDING BANKING PARTNERS AND PAYMENT PROCESSORS; (b) WE ARE NOT RESPONSIBLE FOR THE PERFORMANCE, AVAILABILITY, OR SECURITY OF THIRD-PARTY SERVICES; (c) THIRD-PARTY SERVICES ARE SUBJECT TO THEIR OWN TERMS AND CONDITIONS; (d) INTERRUPTIONS OR FAILURES OF THIRD-PARTY SERVICES MAY AFFECT PLATFORM FUNCTIONALITY.

11. LIMITATION OF LIABILITY

11.1 Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL MIDPAY, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY:

(a) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES; (b) LOST PROFITS, LOST REVENUE, LOST SAVINGS, OR LOST BUSINESS OPPORTUNITIES; (c) LOSS OF DATA, LOSS OF PRIVACY, OR LOSS OF USE; (d) BUSINESS INTERRUPTION OR WORK DELAYS; (e) DAMAGES RESULTING FROM CONTRACTOR PERFORMANCE, WORK QUALITY, OR PROJECT DELAYS; (f) DAMAGES CAUSED BY THIRD PARTIES, INCLUDING CONTRACTORS, PROPERTY OWNERS, OR BANKING PARTNERS; (g) DAMAGES RESULTING FROM UNAUTHORIZED ACCESS TO YOUR ACCOUNT OR INFORMATION; (h) DAMAGES ARISING FROM YOUR VIOLATION OF THESE TERMS OR APPLICABLE LAWS.

11.2 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM OR RELATED TO THE PLATFORM, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE GREATER OF:

(a) THE TOTAL FEES YOU PAID TO MIDPAY IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY; OR (b) ONE THOUSAND DOLLARS ($1,000).

11.3 Essential Purpose and Basis of Bargain

THE LIABILITY LIMITATIONS SET FORTH IN THIS SECTION ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND MIDPAY. THE PLATFORM WOULD NOT BE PROVIDED WITHOUT THESE LIMITATIONS. THESE LIMITATIONS SHALL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

11.4 State Law Variations

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IN SUCH JURISDICTIONS, OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

12. INDEMNIFICATION

12.1 Your Indemnification Obligations

You agree to indemnify, defend, and hold harmless MidPay, its affiliates, subsidiaries, officers, directors, employees, agents, licensors, and business partners (collectively, the "MidPay Parties") from and against any and all claims, demands, losses, damages, costs, expenses (including reasonable attorneys' fees), and liabilities arising from or related to:

(a) Your use of the Platform or violation of these Terms; (b) Your breach of any representation, warranty, or covenant made in these Terms; (c) Work performed by you or on your behalf through the Platform; (d) Your violation of any third party's rights, including intellectual property rights, privacy rights, or contractual rights; (e) Your violation of any applicable laws, regulations, or professional standards; (f) Any negligent acts, omissions, or misconduct by you, your employees, or your agents; (g) Any disputes between you and other Platform users; (h) Any false or misleading information you provide to MidPay or other users.

12.2 Indemnification Procedures

(a) MidPay will provide you with prompt written notice of any claim subject to indemnification; (b) You will have the right to assume control of the defense and settlement of such claim with counsel of your choice; (c) MidPay may participate in the defense at its own expense with counsel of its choice; (d) You may not settle any claim without MidPay's prior written consent if such settlement would impose any obligation on MidPay; (e) Your indemnification obligations will survive termination of these Terms.

12.3 MidPay's Right to Defend

If you fail to assume the defense of any claim within a reasonable time after notice, MidPay may assume such defense and you will be responsible for all costs and expenses, including reasonable attorneys' fees, incurred by MidPay in connection with such defense.

13. TERMINATION

13.1 Termination by MidPay

We may terminate or suspend your access to the Platform immediately, without prior notice or liability, for any reason whatsoever, including but not limited to:

(a) Breach of these Terms or any other agreement with MidPay; (b) Fraudulent, abusive, or illegal activity; (c) Failure to maintain required professional licenses or insurance coverage; (d) Providing false or misleading information; (e) Failure to pay applicable fees or charges; (f) Extended periods of Account inactivity; (g) Violation of applicable laws or regulations; (h) Any conduct that may harm MidPay, our users, or our business reputation; (i) At our sole discretion for any reason or no reason.

13.2 Termination by You

You may terminate your Account at any time by:

(a) Providing written notice to MidPay through our designated contact methods; (b) Completing or properly cancelling all active projects; (c) Settling any outstanding fees, charges, or obligations; (d) Following our Account closure procedures as specified on the Platform.

13.3 Effects of Termination

Upon termination of your Account:

(a) Your right to access and use the Platform will immediately cease; (b) Active projects may continue until completion or proper cancellation according to Project Agreement terms; (c) Escrow funds will be disbursed according to completed milestones and Project Agreement terms; (d) You will remain liable for any outstanding fees, charges, or obligations incurred before termination; (e) We may retain certain information as required by law or for legitimate business purposes; (f) Provisions of these Terms that by their nature should survive will continue in effect after termination.

13.4 Data Retention After Termination

After Account termination, we may retain your information for legitimate business purposes, including:

(a) Compliance with legal and regulatory requirements; (b) Resolution of disputes or enforcement of our rights; (c) Prevention of fraud and abuse; (d) Financial record-keeping and tax reporting; (e) Improvement of our services and Platform functionality.

14. DISPUTE RESOLUTION AND ARBITRATION

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS AND DETERMINES HOW DISPUTES BETWEEN YOU AND MIDPAY WILL BE RESOLVED.

14.1 Mandatory Arbitration Agreement

EXCEPT AS PROVIDED IN SECTION 14.2 BELOW, YOU AND MIDPAY AGREE THAT ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING TO THESE TERMS, THE PLATFORM, OR YOUR RELATIONSHIP WITH MIDPAY (COLLECTIVELY, "DISPUTES") WILL BE RESOLVED SOLELY BY BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT.

14.2 Exceptions to Arbitration

The following disputes are not subject to the arbitration requirement:

(a) Disputes that may be brought in small claims court; (b) Claims for injunctive or equitable relief to protect intellectual property rights; (c) Claims related to the validity, enforceability, coverage, or scope of this arbitration agreement; (d) Individual claims brought by either party in their individual capacity that seek only individual relief.

14.3 Arbitration Rules and Procedures

(a) Arbitration will be conducted by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules; (b) The arbitration will take place in the county where you reside or another mutually agreed location; (c) The arbitrator will apply applicable substantive law and these Terms; (d) The arbitrator's decision will be final and binding on both parties; (e) Judgment on the arbitration award may be entered in any court having jurisdiction; (f) The arbitration will be confidential, and neither party may disclose the existence, content, or results except as required by law.

14.4 Class Action and Collective Action Waiver

YOU AND MIDPAY AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, REPRESENTATIVE, MULTIPLE PLAINTIFF, OR SIMILAR PROCEEDING. UNLESS BOTH PARTIES AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF REPRESENTATIVE OR CLASS PROCEEDING.

14.5 Arbitration Costs and Fees

(a) Each party will bear their own attorneys' fees and costs in arbitration unless the arbitrator awards attorneys' fees to the prevailing party; (b) AAA filing fees will be paid according to AAA rules; (c) If you demonstrate that the costs of arbitration will be prohibitive compared to litigation costs, MidPay will pay as much of the arbitration costs as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive.

14.6 Opt-Out Right

IF YOU DO NOT WISH TO BE BOUND BY THE ARBITRATION AND CLASS ACTION WAIVER PROVISIONS IN THIS SECTION 14, YOU MUST NOTIFY MIDPAY IN WRITING WITHIN THIRTY (30) DAYS OF THE DATE YOU FIRST ACCEPT THESE TERMS. YOUR WRITTEN NOTIFICATION MUST BE MAILED TO:

MidPay, Inc.

Attention: Legal Department

971 US Highway 202 N #4103

Branchburg, NJ 08876

Email: legal@midpay.ai

Your opt-out notice must include: (1) your name; (2) your address; (3) your phone number; (4) the email address associated with your Account; and (5) a clear statement that you wish to opt out of the arbitration and class action waiver provisions.

14.7 Venue for Non-Arbitrable Disputes

For any disputes not subject to arbitration or if you validly opt out of arbitration, you agree that such disputes will be resolved exclusively in the state and federal courts located in Bergen County, New Jersey, and you consent to the personal jurisdiction of such courts.

14.8 Time Limitation for Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM MUST BE COMMENCED WITHIN TWO (2) YEARS AFTER THE CAUSE OF ACTION ACCRUES. AFTER THAT TWO (2) YEAR PERIOD, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

14.9 Severability of Arbitration Provision

If any portion of this arbitration provision is deemed invalid or unenforceable, the remainder of this Section 14 will remain in effect. However, if the class action waiver is deemed invalid or unenforceable, the entire arbitration provision will be null and void.

15. INTELLECTUAL PROPERTY INFRINGEMENT

15.1 MidPay's Copyright Policy

MidPay respects the intellectual property rights of others and expects users to do the same. We will respond to clear notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act ("DMCA").

15.2 DMCA Notice Procedure

If you believe that content on the Platform infringes your copyright, you may submit a DMCA notice containing the following information:

(a) A physical or electronic signature of the copyright owner or authorized agent; (b) Identification of the copyrighted work claimed to have been infringed; (c) Identification of the allegedly infringing material and information sufficient to locate it; (d) Your contact information, including address, telephone number, and email address; (e) A statement that you have a good faith belief that the use is not authorized by the copyright owner; (f) A statement that the information in the notice is accurate and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

15.3 Counter-Notice Procedure

If your content is removed due to a DMCA notice and you believe the removal was improper, you may submit a counter-notice containing:

(a) Your contact information; (b) Identification of the removed material and its previous location; (c) A statement under penalty of perjury that you have a good faith belief that the material was removed due to mistake or misidentification; (d) A statement consenting to jurisdiction of federal court in your district; (e) Your physical or electronic signature.

15.4 Repeat Infringer Policy

We will terminate the Accounts of users who are determined to be repeat infringers of intellectual property rights.

15.5 DMCA Agent Contact Information

DMCA notices and counter-notices should be sent to our designated agent:

MidPay, Inc.

Attention: DMCA Agent

971 US Highway 202 N #4103

Branchburg, NJ 08876

Email: legal@midpay.ai

16. GENERAL PROVISIONS

16.1 Governing Law

These Terms will be governed by and construed in accordance with the laws of the State of New Jersey, without regard to its conflict of law principles. The Federal Arbitration Act will govern any arbitration proceedings.

16.2 Electronic Communications

(a) You consent to receive communications from us electronically, including via email, text message, or posting on the Platform; (b) All electronic communications satisfy any legal requirement that communications be in writing; (c) You are responsible for maintaining current contact information in your Account.

16.3 Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions will continue in full force and effect. Any invalid provision will be deemed modified to the minimum extent necessary to make it valid and enforceable.

16.4 Entire Agreement

These Terms, together with our Privacy Policy and any other agreements referenced herein, constitute the entire agreement between you and MidPay regarding the Platform and supersede all prior agreements and understandings.

16.5 Assignment

(a) You may not assign, transfer, or delegate any of your rights or obligations under these Terms without our prior written consent; (b) We may assign, transfer, or delegate our rights and obligations under these Terms without restriction; (c) Any attempted assignment in violation of this section will be null and void.

16.6 Waiver

Our failure to enforce any provision of these Terms will not constitute a waiver of that provision or any other provision. Any waiver must be in writing and signed by an authorized representative of MidPay.

16.7 Force Majeure

We will not be liable for any failure or delay in performance under these Terms due to circumstances beyond our reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, government actions, labor disputes, or technical failures.

16.8 Survival

Provisions that by their nature should survive termination will continue in effect after termination of these Terms, including but not limited to intellectual property rights, liability limitations, indemnification obligations, and dispute resolution procedures.

16.9 Notices

(a) Legal notices to MidPay must be sent in writing to:

MidPay, Inc.

Attention: Legal Department

971 US Highway 202 N #4103

Branchburg, NJ 08876

Email: legal@midpay.ai

(b) We may provide notices to you via email, postal mail, or posting on the Platform; (c) Notices will be deemed received when sent to your last known contact information.

16.10 Relationship of Parties

Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between you and MidPay. You are an independent contractor and not an employee or agent of MidPay.

16.11 Third-Party Beneficiaries

These Terms are for the benefit of MidPay and you only and are not intended to benefit any third party or create any third-party beneficiary rights.

16.12 Language

These Terms are written in English. Any translations are provided for convenience only, and the English version will control in case of any conflict.

17. CONTACT INFORMATION

For questions about these Terms or our services, please contact us:

MidPay, Inc.

Email: support@midpay.ai

Website: www.midpay.ai

Phone: 551-391-2888

Address: 971 US Highway 202 N #4103, Branchburg, NJ 08876

For legal matters: