These Terms of Use ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and Midly Labs Inc., a Georgia corporation ("Midly Labs," "we," "us," or "our"), governing your access to and use of the Midly CLM platform available at app.midly.ai and any related services (collectively, the "Service").
By accessing or using the Service, clicking "Get Started," creating an account, or otherwise manifesting your assent to these Terms, you agree to be bound by these Terms and our Privacy Notice. If you do not agree, you must not access or use the Service.
If you are using the Service on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms, and "you" refers collectively to you and that organization.
Midly CLM is a contract lifecycle management platform designed for deal teams, sales organizations, and operations professionals. The Service enables users to draft, negotiate, execute, and manage commercial contracts through AI-assisted workflows, counterparty collaboration tools, approval chains, and a document repository.
The Service includes AI-powered features such as clause analysis, contract generation from templates, deviation detection, deal brief extraction, and metadata enrichment. These features are powered by Midly Labs' proprietary AI models, prompts, and algorithms, as well as third-party AI providers operating under contract.
We reserve the right to modify, suspend, or discontinue any part of the Service at any time. We will provide reasonable notice of material changes where practicable.
To access the Service, you must create an account. You agree to provide accurate, current, and complete information during registration and to keep that information up to date. Inaccurate or incomplete information may result in suspension or termination of your account.
You are responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your account. You must notify us immediately at legal@midly.ai if you suspect unauthorized access to your account or any other security breach.
You may not share your account credentials, allow others to access the Service through your account, or create more than one account per individual user. Each seat in your subscription corresponds to one individual user.
Accounts for organizational workspaces are administered by a designated owner or administrator. That individual is responsible for managing member access and ensuring that all members comply with these Terms.
Certain features of the Service are available only on a paid subscription basis. Current plans are:
Closed plans. Midly Solo, at $49 per seat per month, is closed to new subscriptions. Subscriptions already on that plan continue at that price on these Terms until they are cancelled or changed by the subscriber, and nothing in this update changes the price, allowances, or features of an existing Solo subscription.
Where a plan carries a seat minimum, that minimum is billed for the whole billing period whether or not every seat has been assigned to a member.
Annual billing is offered at a discount to the monthly rate. The discounted rate applies for the full annual term, and an annual subscription is billed in advance for that term.
We may offer a free trial. Unless we state otherwise when the trial is offered, a trial does not require a payment card, gives access to paid features for its stated length, and ends automatically at the end of that period. If no plan is selected before the trial ends, access to paid features stops and the account reverts to the Free plan.
Plan names, prices, allowances, and inclusions change from time to time. The plans, prices, and allowances shown on our pricing page and in your workspace billing settings are the current ones and control over any figure listed here. Pricing is subject to change. We will provide at least 30 days' advance notice to existing subscribers before any fee increase takes effect. Continued use of the Service after a price change constitutes acceptance of the new pricing.
Subscription fees are billed in advance on a monthly or annual basis as selected at the time of purchase. All payments are processed by our payment processor, Stripe. We do not store payment card numbers. All fees are non-refundable except as expressly provided in these Terms or required by applicable law.
If a payment fails, we reserve the right to suspend access to paid features until payment is resolved. You are responsible for all applicable taxes, which may be added to your invoice depending on your location.
You may cancel your subscription at any time through your account settings or by contacting legal@midly.ai. Cancellation takes effect at the end of the then-current billing period. You will retain access to paid features through the end of the paid period.
All right, title, and interest in and to the Service, including but not limited to the following, is and shall remain the exclusive property of Midly Labs Inc.:
These Terms do not grant you any right, title, or interest in the Service or Midly Labs' intellectual property except the limited license to use the Service as expressly set forth herein. No implied licenses are granted.
For full details on Midly Labs' intellectual property rights, DMCA policy, and trademark usage, see our Intellectual Property Policy.
If you provide Midly Labs with any feedback, suggestions, feature requests, ideas, comments, or other input regarding the Service ("Feedback"), you hereby irrevocably assign to Midly Labs Inc. all right, title, and interest in and to that Feedback, including all intellectual property rights therein.
Midly Labs shall be free to use, reproduce, modify, create derivative works from, distribute, and commercialize any Feedback without restriction and without any obligation, compensation, attribution, or accounting to you.
You represent and warrant that any Feedback you provide is original to you and does not infringe the intellectual property or other rights of any third party.
You retain full ownership of all contracts, documents, templates, counterparty information, and other content that you create, upload, or store within the Service ("User Content"). These Terms do not transfer any ownership rights in your User Content to Midly Labs Inc.
By using the Service, you grant Midly Labs Inc. a limited, non-exclusive, worldwide, royalty-free, sublicensable license to host, store, reproduce, process, transmit, and display your User Content solely as necessary to: (a) provide the Service to you and your organization; (b) maintain and improve the technical infrastructure underlying the Service; and (c) comply with applicable law. This license terminates when you delete your User Content or close your account, subject to reasonable backup and retention periods.
You represent and warrant that: (a) you own or have sufficient rights in all User Content you submit; (b) your User Content does not infringe the intellectual property, privacy, or other rights of any third party; and (c) you have obtained all necessary consents from any individuals whose personal data is contained in your User Content.
No AI training on identifiable content. We do not use your identifiable contract content to train AI models. Anonymized, aggregated workflow metadata (such as contract structure patterns and clause usage frequencies, stripped of identifying information) may be used to improve Midly's AI capabilities. You may opt out of this use at any time by contacting legal@midly.ai.
AI-generated outputs produced by the Service (including but not limited to clause suggestions, redlines, risk flags, deal summaries, contract metadata, and generated contract language) are licensed to you for use in your own business operations and are subject to the following restrictions. You agree that you will not:
Violations of these restrictions constitute material breach of these Terms and may result in immediate termination of your account, in addition to any other remedies available at law or equity.
You acknowledge that the following aspects of the Service constitute valuable trade secrets of Midly Labs Inc., the protection of which is essential to our business:
You agree to take reasonable precautions to prevent unauthorized disclosure or use of any trade secret information you encounter through your use of the Service, and to immediately notify us at legal@midly.ai if you become aware of any actual or threatened misappropriation.
You agree not to reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, model weights, prompts, or trade secret logic underlying any aspect of the Service. This prohibition applies whether or not such activities are technically feasible or legally restricted in your jurisdiction, except to the minimum extent required by applicable law.
You agree to use the Service only for lawful purposes and in accordance with these Terms. You agree not to:
We reserve the right to investigate and take appropriate action against anyone who, in our sole discretion, violates this section, including suspending or terminating accounts and reporting to law enforcement.
You may stop using the Service and close your account at any time by contacting us at legal@midly.ai. Prepaid subscription fees are non-refundable upon voluntary cancellation.
We may suspend or terminate your access to the Service at any time, with or without cause and with or without notice, including if we believe you have violated these Terms, engaged in fraudulent or abusive activity, or pose a risk to us or other users. Upon termination for cause, your right to use the Service ceases immediately.
Upon termination, you may request an export of your User Content within 30 days of the termination date, after which we may delete your data in accordance with our data retention schedule. See our Privacy Notice for details.
The following sections survive termination of these Terms: Intellectual Property Ownership, Improvements Assignment, Your Data & Content, Output Restrictions, Trade Secret Acknowledgment, Disclaimer of Warranties, Limitation of Liability, Indemnification, Governing Law, and Dispute Resolution.
THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, MIDLY LABS INC. EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.
MIDLY LABS INC. DOES NOT WARRANT THAT: (A) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (B) ANY DEFECTS WILL BE CORRECTED; (C) THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (D) THE RESULTS OBTAINED FROM USE OF THE SERVICE WILL BE ACCURATE, RELIABLE, OR MEET YOUR REQUIREMENTS.
AI-GENERATED OUTPUTS ARE PROVIDED FOR INFORMATIONAL AND PRODUCTIVITY PURPOSES ONLY. MIDLY LABS MAKES NO REPRESENTATION THAT ANY AI-GENERATED CONTRACT LANGUAGE, CLAUSE SUGGESTION, RISK ASSESSMENT, OR OTHER OUTPUT IS LEGALLY SOUND, ENFORCEABLE, OR APPROPRIATE FOR YOUR PARTICULAR CIRCUMSTANCES OR JURISDICTION.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL MIDLY LABS INC., ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, GOODWILL, BUSINESS OPPORTUNITIES, OR BUSINESS INTERRUPTION, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR YOUR USE OF OR INABILITY TO USE THE SERVICE, EVEN IF MIDLY LABS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN ALL CASES, MIDLY LABS INC.'S TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES ACTUALLY PAID BY YOU TO MIDLY LABS INC. DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED DOLLARS (USD $100.00).
THE LIMITATIONS IN THIS SECTION APPLY REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STATUTE, OR OTHERWISE). 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 LAW.
You agree to indemnify, defend, and hold harmless Midly Labs Inc. and its officers, directors, employees, agents, and licensors from any claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your use of the Service; (b) your User Content; (c) your violation of these Terms; or (d) your violation of any applicable law or third-party rights.
These Terms are governed by and construed in accordance with the laws of the State of Georgia, United States, without regard to its conflict-of-law provisions. Subject to the arbitration agreement below, you consent to the exclusive jurisdiction and venue of the state and federal courts located in Fulton County, Georgia for any disputes not subject to arbitration.
The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.
Before initiating any formal proceeding, you agree to first contact us at legal@midly.ai and attempt to resolve the dispute informally. We will use good-faith efforts to resolve the dispute within 30 days of receiving your notice. If the dispute is not resolved within that period, either party may proceed to arbitration as set forth below.
Except as provided below, you and Midly Labs Inc. agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Service (including questions of arbitrability) shall be resolved exclusively by final and binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, as modified herein.
Arbitration shall take place in Atlanta, Georgia. The arbitration shall be conducted by a single arbitrator. The arbitrator's decision shall be final, binding, and enforceable in any court of competent jurisdiction. The parties shall each bear their own attorneys' fees and costs in arbitration except as the arbitrator may otherwise award for frivolous claims.
YOU AND MIDLY LABS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS AND MAY NOT PRESIDE OVER ANY CLASS OR REPRESENTATIVE PROCEEDING.
Either party may seek emergency injunctive or other equitable relief in a court of competent jurisdiction to: (a) prevent actual or threatened infringement, misappropriation, or violation of intellectual property rights or trade secrets; or (b) prevent irreparable harm for which monetary damages would be inadequate. The filing of such an action does not waive the right to arbitration for all other claims.
Entire Agreement. These Terms, together with our Privacy Notice, Cookie Policy, and any order forms or subscription agreements, constitute the entire agreement between you and Midly Labs Inc. with respect to the Service and supersede all prior agreements, understandings, and communications.
Severability. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will continue in full force and effect.
Waiver. Our failure to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision.
Assignment. You may not assign or transfer these Terms or any of your rights hereunder without our prior written consent. We may assign these Terms freely, including in connection with a merger, acquisition, or sale of assets.
Force Majeure. Neither party will be liable for delays or failures in performance resulting from causes beyond that party's reasonable control.
Changes to Terms. We reserve the right to modify these Terms at any time. We will notify registered users by email and by posting the updated Terms with a revised effective date at least 14 days before changes take effect for material modifications. Your continued use of the Service after the effective date constitutes acceptance of the updated Terms.
Notice. We may provide notices to you by email, through the Service, or by posting on our website. You may provide notices to us by email at legal@midly.ai.
Questions about these Terms should be directed to:
Midly Labs Inc.
8735 Dunwoody Place, #6603
Atlanta, GA 30350
legal@midly.ai
See also: Legal Center · Privacy Notice · Cookie Policy · Intellectual Property