1. Introduction
These Terms & Conditions (“Terms”) govern access to and use of the Midbound.ai website, software, APIs, pixels/scripts, data products, integrations, documentation, and related services (collectively, the “Services”) provided by Midbound, Inc. (“Midbound,” “we,” “us,” or “our”). By creating an account, installing our pixel or scripts, accessing, or using the Services, you agree to be bound by these Terms. If you do not agree, do not use the Services.
If you and Midbound have executed a separate signed agreement (e.g., a Master Services Agreement, “MSA”), that agreement controls to the extent of any conflict with these Terms.
2. Definitions
Customer, you, your: The individual or entity that accesses or uses the Services.
Authorized Users: Your employees, contractors, or service providers authorized to access the Services under your account.
Order Form: Any ordering document or online checkout specifying plan, features, term, and pricing.
Hit / Credit: A successful identification of an otherwise anonymous website visitor, deducted from your plan quota. Unsuccessful identifications do not consume quota.
Submitted Data: Data, content, or materials you or your systems submit to or through the Services.
Output Data: Information, signals, or content generated or delivered by the Services for your use.
Midbound Platform: Midbound’s underlying technology, models, databases, algorithms, methods, and infrastructure.
Promotional Plan: Any prepaid, promotional, access-term, lifetime-style, marketplace, or other non-standard offering made available by Midbound directly or through an authorized third party.
Dormant / Frozen Account: An account designated by Midbound as inactive due to failure to activate, prolonged inactivity, security, operational, support, infrastructure, or abuse-prevention reasons.
3. Eligibility; Accounts; Security
You represent that you are at least 18 years old, have authority to bind your organization (if applicable), and are not barred from using the Services under applicable law. You are responsible for: (a) accurate, current account information; (b) safeguarding credentials and API keys; (c) ensuring only Authorized Users access the account; (d) revoking access for departing personnel within 24 hours; and (e) promptly notifying Midbound (within 24 hours) of any actual or suspected compromise. We may restrict access for competitors at our discretion.
4. Description of Services
The Services identify and analyze U.S.-based website visitors and in-market prospects at the person level and deliver Output Data, with optional integrations to your systems (e.g., CRM, Slack, Google Workspace). Features, limits, and quotas are as stated in your plan or Order Form and on our site.
5. Trials (If Offered)
Eligibility: One trial per customer entity; not combinable with other promotions.
Scope: Core features are enabled; certain premium capabilities may be limited. Trial accounts may receive up to 5,000 credits per company.
Data Access: Output Data generated during a trial is accessible only while the trial is active. If you do not upgrade before trial end, access may be suspended.
No Automatic Charges: You will not be charged unless you proactively upgrade. Upgrading starts paid service immediately and forfeits remaining trial days. You may cancel within the trial at no cost.
6. Subscription Plans; Fees; Payments
Packages & Pricing
Midbound offers packages with monthly or annual billing options, as posted on our pricing page.
Higher-tier or enterprise subscriptions are available on an annual upfront only basis.
Midbound may also offer Promotional Plans from time to time, including prepaid, access-term, lifetime-style, or marketplace offers, subject to the specific features, limits, and conditions disclosed at the time of purchase or redemption.
Pricing may change with thirty (30) days’ notice to current subscribers.
Term & Start
Subscriptions begin on purchase or upgrade date (or as stated on an Order Form) and continue for the stated term.
For Promotional Plans, access begins on purchase, redemption, activation, or as otherwise stated in the applicable offer terms.
Billing & Methods
Monthly Packages: Billed in advance on the same calendar day each month.
Annual Packages: Billed in advance for twelve (12) months.
Enterprise/High-Volume: Billed in advance for the annual term.
Accepted methods: major credit cards; wire transfer for transactions over USD $3,000.
Auto-Renewal
Subscriptions renew automatically for successive terms matching the current billing cadence unless you disable auto-renewal in your account before the renewal date. By subscribing, you authorize recurring charges until cancellation.
Upgrades & Downgrades
Upgrades: Prorated charges for the remainder of the current cycle are billed immediately; future cycles bill at the new rate.
Downgrades: Take effect at the start of the next cycle; no refunds or credits for the current cycle.
Overages
If you exceed plan limits (e.g., credits/hits), we may charge overages at posted rates or require an upgrade.
Refunds
All fees are non-refundable. Service credits for material disruptions caused solely by Midbound may be issued at our discretion.
Payment Failures
If a payment attempt fails, we may notify you and retry for up to seven (7) days. Unresolved failures may result in suspension until cured.
7. Changes to Services, Trials, Pricing, and Terms
Service Changes and Feature Adjustments. We may add, modify, or remove features or functionality at any time. For changes that materially reduce core functionality of your then-current paid plan, we will use commercially reasonable efforts to provide at least 30 days’ advance notice (email or in-product notice), except where a faster change is required for security, legal, or performance reasons.
Trials and Promotional Programs. We may change, suspend, or terminate trials, credits, beta features, or promotional programs at any time.
Pricing and Plan Structures. We may update pricing, packaging, or overage rates prospectively with at least 30 days’ notice to current subscribers; changes take effect on the next renewal or new order unless otherwise agreed in writing.
Updates to These Terms. We may update these Terms from time to time. Material changes will be notified via email or in-product notice at least 30 days before they take effect, unless required sooner for legal or security reasons. Your continued use after the effective date constitutes acceptance.
Material Adverse Change—Annual Prepaid Plans. If a notified change materially and adversely impacts a prepaid annual plan’s core functionality for you, you may, within 30 days of notice, notify us in writing and (a) we will work in good faith to provide a reasonable workaround, or (b) if none is feasible, you may terminate the affected subscription effective as of the change date and receive a pro-rata refund of prepaid, unused fees for the remainder of the term.
8. Privacy; Data Practices; Opt-Out
Your use of the Services is subject to our Privacy Policy (linked on our site). You are responsible for implementing required privacy and cookie notices on your properties, obtaining consents where required, honoring data-subject rights, and including an opt-out reference where applicable (e.g., to a Midbound opt-out page). Where we act as a service provider/processor, we will process personal information per your instructions and applicable law.
CCPA “No Sale.” Midbound does not “sell” personal information as defined by the CCPA. We may share personal information with service providers to operate the Services, subject to contractual restrictions.
9. Data Ownership; Licenses
Your Submitted Data: As between the parties, you own Submitted Data. You grant Midbound a non-exclusive, worldwide, royalty-free license to host, process, use, reproduce, and display Submitted Data to provide, secure, and improve the Services.
Output Data & IP: Midbound owns all right, title, and interest in the Services, Midbound Platform, Output Data (subject to your plan rights), and all related IP. Subject to these Terms and your plan limits, Midbound grants you a non-exclusive, non-transferable license to use Output Data for your internal business purposes. You may not resell, redistribute, or provide Output Data to third parties without our prior written consent.
Inactive Account Data Retention. Midbound may archive, delete, anonymize, or cease storing Submitted Data, Output Data, event logs, automations, historical analytics, synced records, and related account data for accounts that remain inactive, dormant, frozen, suspended, or terminated. Unless otherwise required by law or expressly agreed in writing, Midbound has no obligation to retain such data beyond thirty (30) days after an account is placed into dormant, frozen, suspended, or terminated status.
10. Acceptable Use; Prohibited Conduct
You will not, and will not allow others to: (a) use the Services in violation of law; (b) send unlawful, abusive, harassing, or spam communications; (c) attempt to circumvent plan limits, security, or rate limits; (d) reverse engineer, decompile, or disassemble the Services; (e) use the Services to create a competing product; or (f) access the Services for competitive benchmarking in violation of this Section.
Use Scope / No Resale / No Pooling. Unless expressly permitted in writing, each subscription or Promotional Plan is for your internal business use only by the purchasing entity and its Authorized Users. You may not resell, sublicense, white-label, pool, share, or make the Services or Output Data available to unrelated third parties, clients, or affiliated entities in a manner that circumvents plan limits or pricing.
Fair Use. Where a feature, resource, or capability is described as “unlimited,” such access remains subject to reasonable fair-use limits, anti-abuse protections, technical restrictions, rate limits, and operational safeguards necessary to preserve the security, stability, and intended use of the Services. We may impose reasonable thresholds or limits to prevent abuse, excessive load, misuse, or usage inconsistent with the intended scope of the applicable plan.
Prohibited Industries (without prior written consent): adult/sexual content, firearms/weapons, illegal gambling/betting, or any industry prohibited by applicable law.
You are responsible for compliance with marketing and communications laws (e.g., CAN-SPAM, TCPA, CASL) and honoring suppression/opt-out obligations.
11. APIs; Integrations
API usage is subject to authentication, rate limits, and fair-use policies. You must safeguard API keys and are responsible for all activity under your keys and account. We may throttle, suspend, or revoke access for abuse, security risk, or material breach.
The Services may depend on third-party platforms, APIs, browsers, integrations, or service providers. We may modify, replace, suspend, or discontinue specific integrations, endpoints, or technical methods where reasonably necessary due to third-party changes, legal requirements, security concerns, or operational needs.
12. Service Availability; Maintenance; SLA
We endeavor to maintain at least 99% uptime, excluding scheduled maintenance, force majeure, and factors outside our reasonable control. Unless a separate SLA is executed, credits are not guaranteed and may be issued at our discretion.
13. Confidentiality (Mutual NDA)
Definition. “Confidential Information” means any non-public information disclosed by a party (“Discloser”) to the other (“Recipient”) that is designated confidential or reasonably should be understood to be confidential, including product roadmaps, security documentation, pricing, customer lists, know-how, business plans, and non-public aspects of the Services. Customer’s Submitted Data is Customer Confidential Information; Midbound’s security and non-public technical information is Midbound Confidential Information.
Obligations. Recipient will (a) use Discloser’s Confidential Information solely to perform under these Terms; (b) protect it using at least the same degree of care it uses for its own information of like importance (and no less than reasonable care); and (c) limit access to personnel, contractors, and advisors with a need to know who are bound by obligations no less protective. Recipient is responsible for their compliance.
Exclusions. Confidential Information excludes information that (i) is or becomes public through no fault of Recipient; (ii) was known to Recipient without restriction before disclosure; (iii) is independently developed by Recipient without use of or reference to Discloser’s information; or (iv) is rightfully received from a third party without duty of confidentiality.
Compelled Disclosure. Recipient may disclose Confidential Information as required by law or court order, provided it (where legally permitted) gives prompt notice and cooperates, at Discloser’s expense, to seek protective treatment.
Return/Destruction. Upon Discloser’s written request, Recipient will promptly return or destroy Confidential Information, except for archival copies retained for legal or compliance purposes, which remain subject to these obligations until deleted in the ordinary course.
Equitable Relief. Breach of this Section may cause irreparable harm; Discloser is entitled to seek injunctive relief in addition to other remedies.
14. Intellectual Property; Feedback
Except for rights expressly granted, no licenses are implied. If you provide feedback, suggestions, or ideas, you grant Midbound a perpetual, irrevocable, worldwide, royalty-free license to use and exploit them without restriction or attribution.
15. Third-Party Services
The Services may interoperate with third-party products or services. Your use of third-party offerings is governed by their terms, and Midbound is not responsible for third-party services.
16. Publicity
Unless you opt out by written notice, you grant Midbound permission to use your name and logo in customer lists and marketing materials. We will comply with any brand usage guidelines you provide.
17. Term; Suspension; Termination
These Terms apply from the earlier of account creation, pixel installation, redemption of a Promotional Plan, or first use of the Services and continue until terminated. We may suspend or terminate access for material breach, security risk, unlawful conduct, failure to pay, or as otherwise permitted under these Terms.
Activation Requirement for Promotional Plans. For Promotional Plans, including prepaid, access-term, lifetime-style, or marketplace offers, you must redeem and activate your account within the applicable redemption period and, unless otherwise stated in the applicable offer, complete initial activation within thirty (30) days after redemption or account creation. Initial activation may include logging into the workspace, completing account setup, installing the script or pixel, connecting a domain, or otherwise taking reasonable steps to begin use of the Services.
Failure to Activate / Inactivity Freeze. If you do not activate a Promotional Plan within the required period, or if an account shows no login by any Authorized User, no meaningful workspace activity, no active implementation, or no qualifying use of the Services for thirty (30) consecutive days, we may designate the account as dormant or frozen and suspend active processing, integrations, automations, syncing, storage, or access to historical Output Data until the account is reactivated.
Effect of Dormant / Frozen Status. Placement into dormant or frozen status does not by itself terminate the underlying access rights of an otherwise valid prepaid, access-term, or lifetime-style Promotional Plan, provided that such access remains available only for so long as Midbound continues to make the Product available and subject to these Terms. We may require reasonable verification, updated implementation, or compliance with then-current technical requirements before reactivation.
You may terminate at any time via your account settings; fees are non-refundable. Upon termination, your right to access the Services and Output Data ceases, except as otherwise required by law or expressly permitted in writing.
18. Disclaimers
THE SERVICES AND OUTPUT DATA ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, MIDBOUND DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. MIDBOUND DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR THAT OUTPUT DATA WILL BE COMPLETE OR PERMANENTLY AVAILABLE.
19. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, COVER, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY. EXCEPT FOR (A) YOUR PAYMENT OBLIGATIONS; (B) YOUR BREACH OF SECTIONS 9–11 OR 13; OR (C) YOUR INDEMNIFICATION OBLIGATIONS, EACH PARTY’S AGGREGATE LIABILITY UNDER THESE TERMS WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY YOU TO MIDBOUND FOR THE SERVICES GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS PRECEDING THE EVENT FIRST GIVING RISE TO LIABILITY.
20. Indemnification
You will defend, indemnify, and hold harmless Midbound and its affiliates, and their respective officers, directors, employees, contractors, agents, successors, and assigns, from and against any and all claims, damages, liabilities, losses, judgments, settlements, penalties, fines, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) your Submitted Data; (b) your use of the Services in violation of applicable law or these Terms; (c) your communications, marketing, advertising, outreach, or other activities using Output Data; (d) your failure to provide required notices, obtain required consents, or honor opt-out, suppression, cookie, privacy, or data-subject rights obligations; (e) your violation of applicable marketing, privacy, consumer protection, or communications laws; (f) your misuse of third-party integrations, APIs, platforms, or services in connection with the Services; or (g) your breach of Sections 8, 9, 10, or 11 of these Terms. Midbound provides no defense, indemnity, or hold harmless obligations to Customer under these Terms unless expressly agreed in a separate signed writing.
21. Dispute Resolution; Arbitration; Class Action Waiver
Any dispute, controversy, or claim arising out of or relating to these Terms will be resolved by binding arbitration in accordance with the JAMS International Arbitration Rules by a single arbitrator. The seat/place of arbitration is New York, New York, and the language is English. Judgment on the award may be entered in any court of competent jurisdiction.
Class Action Waiver. YOU AND MIDBOUND AGREE THAT EACH MAY BRING CLAIMS ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, REPRESENTATIVE, OR CONSOLIDATED PROCEEDING.
This Section survives termination.
22. Compliance; Export; Anti-Corruption
You represent that you and your Authorized Users are not located in, organized under the laws of, or ordinarily resident in any embargoed or comprehensively sanctioned country, and are not on any restricted party list. You will comply with applicable export control, sanctions, and anti-corruption laws in connection with your use of the Services.
23. Force Majeure
Neither party is liable for delays or failures caused by events beyond its reasonable control, including acts of God, labor disputes, internet or hosting failures, power outages, or governmental actions.
24. Assignment
You may not assign or transfer these Terms (by law or otherwise) without Midbound’s prior written consent; any attempt to do so is void. Midbound may assign these Terms to an affiliate or in connection with a merger, acquisition, or sale of assets.
25. Notices
We may provide notices to the email associated with your account or via in-product messages. Legal notices to Midbound must be sent to [email protected] (with “Legal Notice” in the subject) and to our registered address as listed on our website.
26. Miscellaneous
These Terms constitute the entire agreement between the parties regarding the subject matter and supersede prior or contemporaneous agreements on that subject. If any provision is held unenforceable, it will be modified to the minimum extent necessary to be enforceable, and the remainder will continue in effect. No waiver is effective unless in writing and signed by the waiving party. Headings are for convenience only.
