Agreement between User and Midwell, LLC Platform

Welcome to midwell.co. The midwell.co website and any mobile applications is comprised of various web pages and apps (“Midwell, LLC Platform”) operated by Midwell, LLC (“Midwell, LLC” “us” or “we”). The Midwell, LLC Platform is offered to you conditioned on your acceptance without modification of the terms, conditions, and notices contained herein (the “Terms”). Your use of Midwell, LLC Platform constitutes your agreement to all such Terms. Please read these terms carefully, and keep a copy of them for your reference.

THIS AGREEMENT CONTAINS A WAIVER OF THE RIGHT TO JURY TRIAL, AN ARBITRATION AGREEMENT, AND A CLASS ACTION WAIVER AGREEMENT. TO THE FULLEST EXTENT PERMISSIBLE UNDER ANY APPLICABLE LAW, THE WAIVER STATES THAT YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT. YOU ALSO WAIVE YOUR RIGHT TO BE A CLASS REPRESENTATIVE IN A CLASS ACTION LAWSUIT. FINALLY, YOU WAIVE YOUR RIGHT TO SUBMIT ANY DISPUTE TO A JURY.

Midwell, LLC is a web-based marketplace for midterm rentals (30+ days) that facilitates connections between anyone who seeks to lease property using the Midwell, LLC Platform (“Property Owners”) and those who seek to rent property on the Midwell, LLC Platform (“Renters”). Properties listed on the Midwell, LLC Platform are referred to herein as “Properties” We operate strictly as a facilitator, not a broker or agent, providing listing exposure, secure communication tools, and identity verification services for Property Owners to promote security and confidence. Property Owners pay a flat annual subscription to list their properties and retain full control over lease terms, pricing, tenant screening, and payment arrangements.

We may alter the Services and information available on the Midwell, LLC Platform at any point. We can amend this Terms of Use in any way at any point by posting the updated Terms of Use on the Midwell, LLC Platform.

We are not required by law to notify you of any changes to this Terms of Use, although we may choose to do so at our sole and absolute discretion. By continuing to use the Midwell, LLC Platform after we have updated the Terms of Use, you agree to the current Terms of Use. It is your responsibility to review the Terms of Use regularly and make note of any changes. You waive any right you may have to receive specific notice of such changes to this Terms of Use.

Electronic Communications

Visiting Midwell, LLC Platform or sending emails to Midwell, LLC constitutes electronic communications. You consent to receive electronic communications and you agree that all agreements, notices, disclosures and other communications that we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communications be in writing.

Midwell, LLC is not a Party to any Transaction

Midwell, LLC is not a party to any agreement between users of the Midwell, LLC Platform. Midwell, LLC does not own, manage, or represent any Property listed on the Midwell, LLC Platform or any Property owner. Midwell makes no representations or warranties, express or implied, about any Property and expressly disclaims the same. Midwell, LLC makes no representation or warranties, express or implied, about any Property Owner of Renter and expressly disclaims the same. By leasing a Property on the Midwell, LLC Platform, you assume the entire risk of any transaction you consummate on the Midwell, LLC Platform. It is your responsibility to ensure the Property Owner, Property, and/or Renter you are transacting with is suitable and acceptable to you. Midwell, LLC may from time to time attempt to help mediate disputes between Property Owners and Renters, but it expressly disclaims any obligation to do so or to resolve or arbitrate any such disputes.

As a Renter, you are responsible for and liable for your own acts, omissions, and representations and are also responsible for the acts, omissions, and representations of anyone you invite into the Property.

As a Property Owner you are responsible for and liable for your own acts, omissions, and representations.

Privacy Policy

In addition to this terms of use, there is also a privacy policy. Please read and review that policy to better understand how we use your information and how you can manage your information.

Your Account

If you use this site, you are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. You may not assign or otherwise transfer your account to any other person or entity. You acknowledge that Midwell, LLC is not responsible for third party access to your account that results from theft or misappropriation of your account. Midwell, LLC and its associates reserve the right to refuse or cancel service, terminate accounts, or remove or edit content in our sole discretion.

Children Under Eighteen

Midwell, LLC does not knowingly collect, either online or offline, personal information from persons under the age of thirteen. If you are under 18, you are not authorized to use the Midwell Platform.

Links to Third Party Sites/Third Party Services

Midwell, LLC Platform may contain links to other websites (“Linked Sites”). The Linked Sites are not under the control of Midwell, LLC and Midwell, LLC is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. Midwell, LLC is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Midwell, LLC of the site or any association with its operators.

Certain services made available via Midwell, LLC Platform are delivered by third party sites and organizations. By using any product, service or functionality originating from the Midwell, LLC Platform domain, you hereby acknowledge and consent that Midwell, LLC may share such information and data with any third party with whom Midwell, LLC has a contractual relationship to provide the requested product, service or functionality on behalf of Midwell, LLC Platform users and customers.

No Unlawful or Prohibited Use/Intellectual Property 

You are granted a non-exclusive, non-transferable, revocable license to access and use Midwell, LLC Platform strictly in accordance with these terms of use. As a condition of your use of the Site, you warrant to Midwell, LLC that you will not use the Site for any purpose that is unlawful or prohibited by these Terms. You may not use the Site in any manner which could damage, disable, overburden, or impair the Site or interfere with any other party’s use and enjoyment of the Site. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Site.

All content included as part of the Service, such as text, graphics, logos, images, as well as the compilation thereof, and any software used on the Site, is the property of Midwell, LLC or its suppliers and protected by copyright and other laws that protect intellectual property and proprietary rights. You agree to observe and abide by all copyright and other proprietary notices, legends or other restrictions contained in any such content and will not make any changes thereto.

You will not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any way exploit any of the content, in whole or in part, found on the Site. Midwell, LLC content is not for resale. Your use of the Site does not entitle you to make any unauthorized use of any protected content, and in particular you will not delete or alter any proprietary rights or attribution notices in any content. You will use protected content solely for your personal use, and will make no other use of the content without the express written permission of Midwell, LLC and the copyright owner. You agree that you do not acquire any ownership rights in any protected content. We do not grant you any licenses, express or implied, to the intellectual property of Midwell, LLC or our licensors except as expressly authorized by these Terms.

Use of Communication/Listing Services

The Site may contain bulletin board services, chat areas, news groups, forums, communities, personal web pages, calendars, other message or communication facilities designed to enable you to communicate with the public at large or with a group, post information about available properties, submit booking requests, communicate with travelers through the site, and other functionality to facilitate the Services (collectively, “Communication Services”). You agree to use the Communication Services only to post, send and receive messages and material that are proper and related to the particular Communication Service.

By way of example, and not as a limitation, you agree that when using a Communication Service, you will not: defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others; publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information; upload files that contain software or other material protected by intellectual property laws (or by rights of privacy of publicity) unless you own or control the rights thereto or have received all necessary consents; upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another’s computer; advertise or offer to sell or buy any goods or services for any business purpose, unless such Communication Service specifically allows such messages; conduct or forward surveys, contests, pyramid schemes or chain letters; download any file posted by another user of a Communication Service that you know, or reasonably should know, cannot be legally distributed in such manner; falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded; restrict or inhibit any other user from using and enjoying the Communication Services; violate any code of conduct or other guidelines which may be applicable for any particular Communication Service; harvest or otherwise collect information about others, including e-mail addresses, without their consent; violate any applicable laws or regulations.

Midwell, LLC has no obligation to monitor the Communication Services. However, Midwell, LLC reserves the right to review materials posted to a Communication Service and to remove any materials in its sole discretion. Midwell, LLC reserves the right to terminate your access to any or all of the Communication Services at any time without notice for any reason whatsoever.

Midwell, LLC reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in Midwell, LLC’s sole discretion.

Always use caution when giving out any personally identifying information about yourself or your children in any Communication Service. Midwell, LLC does not control or endorse the content, messages or information found in any Communication Service and, therefore, Midwell, LLC specifically disclaims any liability with regard to the Communication Services and any actions resulting from your participation in any Communication Service. Managers and hosts are not authorized Midwell, LLC spokespersons, and their views do not necessarily reflect those of Midwell, LLC.

Materials uploaded to a Communication Service may be subject to posted limitations on usage, reproduction and/or dissemination. You are responsible for adhering to such limitations if you upload the materials.

App Stores

You acknowledge and agree that the availability of our mobile applications may depend upon the third party from which you received the application’s license, e.g., the Apple iPhone or Android app stores (“App Store”). You acknowledge and agree that this Terms of Use is between you and us and not with the App Store and that we are responsible for the provision of Services as described in the Terms of Use. However, if you downloaded the mobile applications from the Apple App Store, Apple and its subsidiaries are third-party beneficiaries of this Terms of Use. Upon your acceptance of this Terms of Use, Apple shall have the right (and will be deemed to have accepted the right) to enforce this Terms of Use against you as a third- party beneficiary thereof. This Terms of Use incorporates by reference Apple’s Licensed Application End User License Agreement, for purposes of which, you are “the end-user.” In the event of a conflict in the terms of the Licensed Application End User License Agreement and this Terms of Use, this Terms of Use will control.

Third-Parties

The Midwell, LLC Platform may link to other websites that are not controlled or operated by us (collectively, “Third-Party Sites”). You acknowledge and agree that the Third-Party Sites may have different privacy policies and terms and conditions and/or user guides and business practices than us, and you further acknowledge and agree that your use of such Third-Party Sites is governed by the respective Third-Party Sites privacy policy and terms and conditions and/or user guides. We provide links to the Third-Party Sites for your convenience only and we do not verify, make representations, or take responsibility for such Third-Party Sites, including the truthfulness, accuracy, quality, or completeness of the content, services, links, displayed and/or any other activities conducted on or through such Third-Party Sites. YOU AGREE THAT WE WILL NOT, UNDER ANY CIRCUMSTANCES, BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY GOODS, SERVICES, INFORMATION, RESOURCES AND/OR CONTENT AVAILABLE ON OR THROUGH ANY THIRD-PARTY MIDWELL, LLC PLATFORMS AND/OR THIRD-PARTY DEALINGS OR COMMUNICATIONS, OR FOR ANY HARM RELATED THERETO, OR ANY DAMAGES OR LOSSES CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH YOUR USE OR RELIANCE ON THE CONTENT OR BUSINESS PRACTICES OF ANY THIRD PARTY.

Any reference on the Midwell, LLC Platform to any product, service, publication, institution, or organization of any third-party entity or individual does not constitute or imply our endorsement or recommendation.

Reviews

Users posting reviews that we, in our sole discretion, judge to be manipulative, will risk losing their account with no refund of any fees paid. Users may report any review by contacting __________. Midwell, LLC may approve or decline a review, or parts of a review in its sole discretion, at any time.

Only Property Owners or Renters who exchanged money with a Property Owner or Renter for the purpose of renting a Property may post a review. Reviews must not be defamatory or libelous. Reviews must not contain any obscene, offensive, or threatening language. Reviews must not contain personally identifying information of any person, such as their full name, address or phone number. Reviews must not encourage harassment or brigading of any person. Reviews must not contain spam or advertisements.

Reviews will be approved and removed at the sole and absolute discretion of Midwell, LLC. Midwell, LLC will construe and apply the above rules at its sole and absolute discretion.

Materials Provided to Midwell, LLC Platform or Posted on Any Midwell, LLC Web Page

Midwell, LLC does not claim ownership of the materials you provide to Midwell, LLC Platform (including feedback and suggestions) or post, upload, input or submit to any Midwell, LLC Site or our associated services (collectively “Submissions”). However, by posting, uploading, inputting, providing or submitting your Submission you are granting Midwell, LLC, our affiliated companies and necessary sublicensees permission to use your Submission in connection with the operation of their Internet businesses including, without limitation, the rights to: copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat your Submission; and to publish your name in connection with your Submission.

No compensation will be paid with respect to the use of your Submission, as provided herein. Midwell, LLC is under no obligation to post or use any Submission you may provide and may remove any Submission at any time in Midwell, LLC’s sole discretion.

By posting, uploading, inputting, providing or submitting your Submission you warrant and represent that you own or otherwise control all of the rights to your Submission as described in this section including, without limitation, all the rights necessary for you to provide, post, upload, input or submit the Submissions.

The information presented on or through the Midwell, LLC Platform—including all data, statistics, and information—is made available by solely for general information purposes. This information is posted by third-parties and Midwell, LLC disclaims any duty to independently verify the accuracy thereof. Midwell, LLC does not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk.

International Users

The Service is controlled, operated and administered by Midwell, LLC from our offices within the USA. If you access the Service from a location outside the USA, you are responsible for compliance with all local laws. You agree that you will not use the Midwell, LLC Content accessed through Midwell, LLC Platform in any country or in any manner prohibited by any applicable laws, restrictions or regulations.

Indemnification

You agree to indemnify, defend and hold harmless Midwell, LLC, its officers, directors, employees, agents and third parties, for any losses, costs, liabilities and expenses (including reasonable attorney’s fees) relating to or arising out of your use of or inability to use the Site or services, any user postings made by you, your violation of any terms of this Agreement or your violation of any rights of a third party, or your violation of any applicable laws, rules or regulations. Midwell, LLC reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Midwell, LLC in asserting any available defenses.

Arbitration

In the event the parties are not able to resolve any dispute between them arising out of or concerning these Terms and Conditions, or any provisions hereof, whether in contract, tort, or otherwise at law or in equity for damages or any other relief, then such dispute shall be resolved only by final and binding arbitration pursuant to the Federal Arbitration Act, conducted by a single neutral arbitrator and administered by the American Arbitration Association, or a similar arbitration service selected by the parties, in a location mutually agreed upon by the parties. The arbitrator’s award shall be final, and judgment may be entered upon it in any court having jurisdiction. In the event that any legal or equitable action, proceeding or arbitration arises out of or concerns these Terms and Conditions, the prevailing party shall be entitled to recover its costs and reasonable attorney’s fees. The parties agree to arbitrate all disputes and claims in regards to these Terms and Conditions or any disputes arising as a result of these Terms and Conditions, whether directly or indirectly, including Tort claims that are a result of these Terms and Conditions. The parties agree that the Federal Arbitration Act governs the interpretation and enforcement of this provision. The entire dispute, including the scope and enforceability of this arbitration provision shall be determined by the Arbitrator. This arbitration provision shall survive the termination of these Terms and Conditions.

Class Action Waiver

Any arbitration under these Terms and Conditions will take place on an individual basis; class arbitrations and class/representative/collective actions are not permitted. THE PARTIES AGREE THAT A PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN EACH’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PUTATIVE CLASS, COLLECTIVE AND/ OR REPRESENTATIVE PROCEEDING, SUCH AS IN THE FORM OF A PRIVATE ATTORNEY GENERAL ACTION AGAINST THE OTHER. Further, unless both you and Midwell, LLC agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.

Liability Disclaimer

THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE SITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. MIDWELL, LLC AND/OR ITS SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE SITE AT ANY TIME.

MIDWELL, LLC AND/OR ITS SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS CONTAINED ON THE SITE FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND. MIDWELL, LLC AND/OR ITS SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL MIDWELL, LLC AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE SITE, WITH THE DELAY OR INABILITY TO USE THE SITE OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE SITE, OR OTHERWISE ARISING OUT OF THE USE OF THE SITE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF MIDWELL, LLC OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SITE, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE.

MIDWELL, LLC DISCLAIMS ALL LIABILITY RESULTING FROM RELIANCE PLACED ON INFORMATION POSTED ON THE MIDWELL, LLC PLATFORM BY YOU OR ANY OTHER VISITOR TO THE MIDWELL, LLC PLATFORM, OR BY ANYONE WHO MAY BE INFORMED OF ANY OF ITS CONTENTS.

YOU DISCLAIM ANY RELIANCE ON ANY REPRESENTATION OF WARRANTY OF MIDWELL, LLC REGARDING THE ACCURACY OR COMPLETENESS OF ANY INFORMATION POSTED ON THE MIDWELL, LLC PLATFORM.

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS TERMS OF USE OR RELATED IN ANY WAY TO THE MIDWELL, LLC PLATFORM, MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Termination/Access Restriction 

Midwell, LLC is based in the United States. The Midwell, LLC Platform is operated from the United States and Midwell, LLC provides the Midwell, LLC Platform for use only by persons located in the United States. The Midwell, LLC Platform is not approved for distribution outside of the United States and non-U.S. residents should not rely or act upon the information contained within. When using the Midwell, LLC Platform, on the Midwell, LLC Platform, or when using any content provided by us, you must obey all applicable U.S. federal, state, and local laws.

Midwell, LLC reserves the right, in its sole discretion, to terminate your access to the Site and the related services or any portion thereof at any time, without notice. To the maximum extent permitted by law, this agreement is governed by the laws of the State of Texas and you hereby consent to the exclusive jurisdiction and venue of courts in Texas in all disputes arising out of or relating to the use of the Site. Use of the Site is unauthorized in any jurisdiction that does not give effect to all provisions of these Terms, including, without limitation, this section.

You agree that no joint venture, partnership, employment, or agency relationship exists between you and Midwell, LLC as a result of this agreement or use of the Site. Midwell, LLC’s performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of Midwell, LLC’s right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Site or information provided to or gathered by Midwell, LLC with respect to such use. If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect.

Unless otherwise specified herein, this agreement constitutes the entire agreement between the user and Midwell, LLC with respect to the Site and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and Midwell, LLC with respect to the Site. A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. It is the express wish to the parties that this agreement and all related documents be written in English.

Changes to Terms

Midwell, LLC reserves the right, in its sole discretion, to change the Terms under which Midwell, LLC Platform is offered. The most current version of the Terms will supersede all previous versions. Midwell, LLC encourages you to periodically review the Terms to stay informed of our updates.

Other Terms 

Waiver and Severability. No waiver by Midwell, LLC of any term or condition set forth in this Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Midwell, LLC to assert a right or provision under this Terms of Use shall not constitute a waiver of such right or provision.

If any provision of this Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of this Terms of Use will continue in full force and effect.

Property Owner Services. All listings of property through the Midwell, LLC Platform or other transactions for the sale of services or information formed through the Midwell, LLC Platform or as a result of visits made by you are governed by Midwell, LLC’s Property Listing Terms and Conditions.

Governing Law and Jurisdiction. This Terms of Use shall be governed by and construed in accordance with the laws of the State of Texas, without giving effect to any choice or conflict of law provision or rule (whether of the State of Texas or any other jurisdiction). You agree that any dispute arising from or relating to the subject matters of this Terms of Use shall be brought in the exclusive jurisdiction and venue of the state and federal courts of Austin, Travis County, Texas, except where the jurisdiction and venue are mandated by applicable assignment.

Attorneys’ Fees. In the event that any action, suit, or other legal or administrative proceeding is instituted or commenced by either party hereto against the other party arising out of the Agreement, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs from the non-prevailing party.

Assignment. You may not assign, delegate or transfer this Terms of Use or your rights or obligations hereunder, in any way (by operation of law or otherwise) without our prior written consent. We may freely assign our obligations and rights under this Terms of Use, including all personal information in our possession that we have collected during your use of the Midwell, LLC Platform as further described in our Privacy Policy.

Headings. Provision and section headings are for convenience of reference only and shall not affect the interpretation of this Terms of Use.

Typographical Errors. Information on the Midwell, LLC Platform may contain technical inaccuracies or typographical errors. We attempt to make the Midwell, LLC Platform’s postings as accurate as possible, but we do not warrant the content of the Midwell, LLC Platform is accurate, complete, reliable, current, or error-free.

Entire Agreement

These Terms constitute the entire and exclusive understanding and agreement between Midwell, LLC and you regarding the Services, and these Terms supersede and replace all prior oral or written understandings or agreements between Midwell, LLC and you regarding the Services. If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. Except where provided by applicable law in your jurisdiction, you may not assign or transfer these Terms, by operation of law or otherwise, without Midwell, LLC’s prior written consent. Any attempt by you to assign or transfer these Terms absent our consent or your statutory right, without such consent, will be null. Midwell, LLC may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

Copyright Complaints

Midwell, LLC takes claims of copyright infringement seriously. Midwell, LLC will respond to notices of alleged copyright infringement that comply with applicable law. If you believe that your work has been copied in any way that constitutes copyright infringement, please provide our copyright agent with the following information:

• Your physical or electronic signature.
• Identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on the Midwell, LLC Platform, a representative list of such works.
• Identification of the material you believe to be infringing in a sufficiently precise manner to allow Midwell, LLC to locate that material.
• Adequate information by which Midwell, LLC can contact you (including your name, postal address, telephone number, and, if available, email address).
• A statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law.
• A statement that the information in the written notice is accurate.
• A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

Midwell, LLC’s designated copyright agent can be reached as follows:

NAME: VICTORIA SIMMS, DMCA Agent, dmca@midwell.co, 5900 Balcones Dr., STE 100, Austin, Texas 78731

Contact Us

Midwell, LLC welcomes your questions or comments regarding the Terms:

Midwell, LLC

5900 Balcones Dr., STE 100

Austin, Texas 78731

Email Address:

dmca@midwell.co

Telephone number:

(281) 703-2520

Effective as of _________________, 2025