Terms of Use

Last Updated: Mar 11, 2025

Midday (a subsidiary of Anyday Inc.) and its subsidiaries (collectively, “Midday,” “We,” “Us,” or “Our”) operate www.midday.io, as well as other websites that link to these Terms (collectively, “Websites”). By accessing or using the Websites, you (“Client” or “You”) accept and agree to these Terms of Service (“Terms”) and Midday’s Privacy Policy.

If you do not agree to these Terms, you may not access or use the Websites or Applications. In addition, when accessing the Websites you shall be subject to any posted guidelines or rules applicable to the Websites, which may be posted and modified from time to time. All such guidelines or rules are hereby incorporated by reference into these Terms.

Any conflict between these Terms and a separate written service agreement, statement of work, or master service agreement with Midday (“Service Agreement”) will be governed by the Service Agreement.

Modification of Terms

These Terms, or any part thereof, may be modified by us, including the addition or removal of terms at any time. Such modifications, additions, or deletions (“Modifications”) will be effective immediately upon posting. Your use of the Websites after such posting shall be deemed to constitute your acceptance of such Modifications.

Scope of Services

Midday offers services in digital design and web development, including but not limited to user interface design, front end development, back end development, content management systems, performance optimization, and security improvements.

Non-Disclosure and Confidentiality

Both Midday and the Client agree to maintain the confidentiality of any proprietary or confidential information exchanged during the course of the project (“Confidential Information”). This includes, but is not limited to, business plans, code, technical processes, client data, financial information, or other sensitive material disclosed by either party.

  • Mutual Non-Disclosure: Neither party will share the other’s Confidential Information with third parties, except as needed to carry out the Services or as required by law.
  • Return of Confidential Information: Upon termination of the agreement, both parties agree to return or destroy any Confidential Information in their possession unless retention is legally required.
  • Third-Party Systems: Midday may use third-party tools or cloud-based services to store or process Confidential Information. While Midday makes reasonable efforts to select secure platforms, Midday is not liable for acts or omissions of those third-party providers.
Ownership of Deliverables and Intellectual Property
  • Midday’s Pre-Existing IP: Midday retains all rights to any proprietary methods, templates, processes, or other materials used or created by Midday before or independently of a specific Client project (“Midday IP”).
  • License to Client: To the extent Midday IP is incorporated into deliverables for the Client, Midday grants the Client a non-exclusive, perpetual license to use the incorporated Midday IP as part of the final deliverables.
  • Deliverables: Upon full payment of fees as agreed in the applicable TOS, the Client owns all final work product, including designs, reports, software code (subject to any open-source license requirements), and other deliverables (“Work Product”).
  • Portfolio Use: Midday may feature non-confidential aspects of the Work Product in Our portfolio, on Our Websites, or in other media to showcase Midday’s capabilities, provided no confidential or proprietary Client information is disclosed.
Payment and Fees

All Midday Plans require monthly, upfront automated payments. These plans can be canceled or paused at any time, with no additional charges beyond the current billing cycle.

Work that falls outside the scope of the monthly subscription, or does not align with the subscription model, may be billed separately. Terms of payment for such work will be included on each invoice.

Free Trials and Pilot Programs

Midday may offer Free Trials or Pilot Programs to potential clients to showcase our services. The following terms apply:

  • Trial Scope: The Free Trial or Pilot Program will cover a limited scope of work as defined at the start of the trial. Any additional requests outside of the predefined scope during the trial will be chargeable.
  • No Obligation: While Free Trials do not require payment for the agreed trial scope, any work that is requested beyond the scope or timeframe will be subject to our standard service fees.
  • Time Limits: During the trial period, time worked is limited as follows (unless otherwise agreed upon):
    • Maintain Plan: up to 10 hours
    • Grow Plan: up to 12 hours
    • Scale Plan: up to 15 hours
  • Deduction from First Month: Any hours used during the trial period will be deducted from the first month of paid service. For example, if the trial period runs from January 1 to January 21 and the paid period starts January 21, the initial monthly hours will be adjusted accordingly. For the Maintain Plan, up to 10 trial hours would be subtracted, leaving 10 hours from January 21 to February 21.
  • No Obligation: Free Trials do not require payment for the agreed trial scope, but any work requested beyond the scope or timeframe will be subject to standard service fees.
  • Trial Feedback: Clients are expected to provide feedback and review during the Free Trial or Pilot Program to ensure timely progress.
  • Conversion to Paid Services: After the trial period ends, any further services will be governed by a Service Agreement or SOW, at standard rates.
Non-Solicitation

For a period of twelve (12) months following the completion or termination of services, the Client agrees not to directly or indirectly hire or contract with any Midday employee or contractor who worked on the Client’s project, nor entice such individual to reduce or terminate their relationship with Midday.

Indemnification

Each party (“Indemnifying Party”) agrees to defend, indemnify, and hold harmless the other party (“Indemnified Party”) from any third-party claims, damages, or costs (including reasonable legal fees) arising out of or related to:

  1. A breach of these Terms by the Indemnifying Party.
  2. Violation of any law or the rights of a third party by the Indemnifying Party.
Disclaimer of Warranties

Except as expressly stated in these Terms or a Service Agreement, the Websites and all services provided by Midday are offered on an “as is” and “as available” basis. Midday disclaims any implied warranties of merchantability, fitness for a particular purpose, and non-infringement to the fullest extent permitted by law.

Cancellation and Termination

Both parties may terminate the service agreement under the following conditions:

  • Client-Initiated Termination: The Client may terminate the agreement at any time with written notice. However, the Client remains responsible for any fees incurred for services provided up to the termination date.
  • Midday-Initiated Termination: Midday reserves the right to terminate services if the Client breaches any of these Terms or fails to make payments as agreed. In such cases, Midday will provide written notice before terminating services.
  • Effect of Termination: Upon termination, both parties must return any Confidential Information, and any outstanding payments for completed work will remain due. Midday will deliver all completed work up to the termination date.
Liability

Midday provides its services on an “as-is” basis and makes no warranties or representations about the accuracy or completeness of the work, other than those expressly provided for in the Service Agreement.

  • Limitation of Liability: Midday will not be held liable for any indirect, incidental, or consequential damages resulting from the use of services, including, but not limited to, loss of revenue or business interruption.
  • Cap on Liability: In no event will Midday’s liability exceed the total fees paid by the Client for the services rendered under the applicable Service Agreement during the twelve (12) months preceding the event giving rise to the claim.
Governing Law

These Terms, and any disputes arising under or in connection with them, shall be governed by and construed in accordance with the laws of the jurisdiction in which Midday operates, without regard to conflicts of law principles. Both parties submit to the exclusive jurisdiction of the courts of this jurisdiction.

Use of Third-Party Contractors

Midday may use subcontractors or external freelancers (“Contractors”) to deliver services. Such Contractors are bound by the same confidentiality obligations as Midday employees.

Miscellaneous

These Terms and any Service Agreements constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all previous written or oral agreements between the parties with respect to such subject matter. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. If any part of these Terms is found to be invalid or unenforceable, it will be replaced with language reflecting the original purpose in a valid and enforceable manner, with the remaining portions continuing in full force and effect.

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