Terms of Service

Last updated on: July 11, 2017

By signing up for the Middle service ("Service") or any of the services of Porfollio, Inc. ("Middle") you are agreeing to be bound by the following terms and conditions ("Terms of Service"). The Services offered by Middle under the Terms of Service include various products and services to help you create and manage a retail store, whether an online store ("Online Services"), a physical retail store ("POS Services"), or both. Any new features or tools which are added to the current Service shall be also subject to the Terms of Service. You can review the current version of the Terms of Service at any time at https://www.Middle.io/documents/terms/. Middle reserves the right to update and change the Terms of Service by posting updates and changes to the Middle website. You are advised to check the Terms of Service from time to time for any updates or changes that may impact you.

You must read, agree with and accept all of the terms and conditions contained in this Terms of Service agreement, including Middle's Acceptable Use Policy ("AUP") and Privacy Policy before you may become a Middle user.

Everyday language summaries are provided for convenience only and are not legally binding. Please read the "Terms of Service" for the complete picture of your legal requirements. By using Middle or any Middle services, you are agreeing to these terms. Be sure to occasionally check back for updates.

  1. Account Terms

    1. You must be 18 years or older or at least the age of majority in the jurisdiction where you reside or from which you use this Service.

    2. To access and use the Services, you must register for a Middle account ("Account") by providing your full legal name, current address, phone number, a valid email address, and any other information indicated as required. Middle may reject your application for an Account, or cancel an existing Account, for any reason, in our sole discretion.

    3. You acknowledge that Middle will use the email address you provide as the primary method for communication.

    4. You are responsible for keeping your password secure. Middle cannot and will not be liable for any loss or damage from your failure to maintain the security of your Account and password.

    5. You are responsible for all activity and content such as photos, images, videos, graphics, written content, audio files, code, information, or data uploaded, collected, generated, stored, displayed, distributed, transmitted or exhibited on or regarding your Account ("Materials").

    6. A breach or violation of any term in the Terms of Service, including the AUP, as determined in the sole discretion of Middle will result in an immediate termination of your services.

    EXPLANATION

    You are responsible for your Account and any Materials you upload to the Middle Service. Remember that with any violation of these terms we will cancel your service.

    If we need to reach you, we will send you an email.

  2. Account Activation

    1. Middle Account

      1. Subject to section 2.1.2, the person signing up for the Service will be the contracting party ("Account Owner") for the purposes of our Terms of Service and will be the person who is authorized to use any corresponding account we may provide to the Account Owner regarding the Service.

      2. If you are signing up for the Service on behalf of your employer, your employer shall be the Account Owner. If you are signing up for the Service on behalf of your employer, then you represent and warrant that you have the authority to bind your employer to our Terms of Service.

    2. PayPal Express Checkout and Middle Payments Accounts

      1. Upon completion of sign up for the Service, Middle will create a PayPal Express Checkout account on your behalf, using your email address. Depending on your location, Middle may also create a Middle Payments account on your behalf.

      2. You acknowledge that PayPal Express Checkout and/or Middle Payments will be your default payments gateway(s) and that it is your sole responsibility as the Account Owner to activate and maintain these accounts. If you do not wish to keep either of the payment accounts active, it is your responsibility to deactivate them.

    3. Apple Pay for Safari Account

      1. Upon completion of sign up for the Service, Middle will create an Apple Pay for Safari ("Apple Pay") account on your behalf, using the URL(s) and business name associated with your Account. Depending on your location, Middle may activate your Apple Pay account on your behalf, otherwise you will be required to activate your Apple Pay account within your Account admin. If you do not wish to keep your Apple Pay account active, it is your responsibility to deactivate it. For the avoidance of doubt, Apple Pay is a Third-Party Service, as defined in Section 12 of these Terms of Service.

      2. If you use an Apple Pay supported payment gateway and your customers have enabled Apple Pay on their device, customers may purchase goods and services from your store using Apple Pay.

      3. By using Apple Pay on your store, you are agreeing to be bound by the Apple Pay Platform Web Merchant Terms and Conditions, as they may be amended by Apple from time to time. If Apple amends the Apple Pay Platform Web Merchant Terms and Conditions, the amended and restated version will be posted here: https://middle.io/documents/apple-pay. Such amendments to the Apple Pay Platform Web Merchant Terms are effective as of the date of posting. Your continued use of Apple Pay on your store after the amended Apple Pay Platform Web Merchant Terms are posted constitutes your agreement to, and acceptance of, the amended Apple Pay Platform Web Merchant Terms. If you do not agree to any changes to the Apple Pay Platform Web Merchant Terms, de-activate your Apple Pay account and do not continue to use Apple Pay on your store.

    EXPLANATION

    The person signing up for the Middle Service is responsible for the account and is bound by these Terms of Service. If you sign up on behalf of your employer, your employer owns the account and is also bound by our Terms of Service.

    We automatically create accounts for you to accept payments. You are responsible for activating and deactivating these accounts.

  3. General Conditions

    You must read, agree with and accept all of the terms and conditions contained in these Terms of Service, including theAUP and the Privacy Policy before you may become a member of Middle.

    1. Technical support is only provided to paying Account holders and is only available via email.

    2. The Terms of Service shall be governed by and interpreted in accordance with the laws of Delaware and the laws of the United States applicable therein, without regard to principles of conflicts of laws. The parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of Delaware with respect to any dispute or claim arising out of or about the Terms of Service. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms of Service and is hereby expressly excluded.

    3. You acknowledge and agree that Middle may amend these Terms of Service at any time by posting the relevant amended and restated Terms of Service on Middle's website, available at https://middle.io/documents/terms and such amendments to the Terms of Service are effective as of the date of posting. Your continued use of the Services after the amended Terms of Service are posted to Middle's website constitutes your agreement to, and acceptance of, the amended Terms of Service. If you do not agree to any changes to the Terms of Service, do not continue to use the Service.

    4. You may not use the Middle service for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws), the laws applicable to you in your customer's jurisdiction, or the laws of United States and Delaware. You will comply with all applicable laws, rules and regulations in your use of the Service.

    5. You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service without the express written permission by Middle.

    6. You shall not purchase search engine or other pay per click keywords (such as Google AdWords), or domain names that use Middle or Middle trademarks and/or variations and misspellings thereof.

    7. Questions about the Terms of Service should be sent to support@middle.io.

    8. You understand that your Materials (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit Card information is always encrypted during transfer over networks.

    9. You acknowledge and agree that your use of the Service, including information transmitted to or stored by Middle, is governed by its privacy policy at https://middle.io/documents/privacy-policy

    10. The Terms of Service may be available in languages other than English. To the extent of any inconsistencies or conflicts between these English Terms of Service and Middle's Terms of Service available in another language, the most current English version of the Terms of Service at https://middle.io/documents/terms will prevail.

    EXPLANATION

    The Middle service belongs to us. You are not allowed to rip it off or use it for any illegal or sketchy purpose.

    If a dispute arises the issue will be dealt with in Delaware, USA.

    Your Materials may be transferred unencrypted and may be altered, but credit card information is always encrypted.

  4. Middle Rights

    1. We reserve the right to modify or terminate the Service for any reason, without notice at any time.

    2. We reserve the right to refuse service to anyone for any reason at any time.

    3. We may, but have no obligation to, remove Materials and suspend or terminate Accounts if we determine in our sole discretion that the goods or services offered via a store, or the Materials uploaded or posted to a store, violate our Acceptable Use Policy ("AUP") or these Terms of Service.

    4. Verbal or written abuse of any kind (including threats of abuse or retribution) of any Middle customer, Middle employee, member, or officer will result in immediate Account termination.

    5. Middle does not pre-screen Materials and it is in our sole discretion to refuse or remove any Materials from the Service.

    6. We reserve the right to provide our services to your competitors and make no promise of exclusivity in any market segment. You further acknowledge and agree that Middle employees and contractors may also be Middle customers/merchants and that they may compete with you, although they may not use your confidential information in doing so.

    7. In the event of a dispute regarding Account ownership, we reserve the right to request documentation to determine or confirm Account ownership. Documentation may include, but is not limited to, a scanned copy of your business license, government issued photo ID, the last four digits of the credit card on file, etc.

    8. Middle retains the right to determine, in our sole judgment, rightful Account ownership and transfer an Account to the rightful owner. If we are unable to reasonably determine the rightful Account owner, Middle reserves the right to temporarily disable an Account until resolution has been determined between the disputing parties.

    EXPLANATION

    We can modify, cancel or refuse the service at any time.

    In the event of an ownership dispute over a Middle account, we can freeze the account or transfer it to the rightful owner.

  5. Limitation of Liability

    1. You expressly understand and agree that Middle shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses resulting from the use of or inability to use the service.

    2. In no event shall Middle or our suppliers be liable for lost profits or any special, incidental or consequential damages arising out of or regarding our site, our services or these Terms of Service (however arising including negligence). You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, Middle partners, officers, directors, agents, employees, and suppliers harmless from any claim or demand, including reasonable attorneys' fees, made by any third-party due to or arising out of your breach of these Terms of Service or the documents it incorporates by reference (including the AUP), or your violation of any law or the rights of a Third-Party.

    3. Your use of the Service is at your sole risk. The Service is provided on an "as is" and "as available" basis without any warranty or condition, express, implied or statutory.

    4. Middle does not warrant that the Service will be uninterrupted, timely, secure, or error-free.

    5. Middle does not warrant that the results that may be obtained from the use of the Service will be accurate or reliable.

    6. Middle does not warrant that the quality of any products, services, information, or other Materials purchased or obtained by you through the Service will meet your expectations, or that any errors in the Service will be corrected.

    EXPLANATION

    We are not responsible if you break the law, breach this agreement or go against the rights of a Third-Party, especially if you get sued.

    Service is "as is" so it may have errors or interruptions and we provide no warranties.

  6. Waiver and Complete Agreement

    The failure of Middle to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. The Terms of Service and the documents it incorporates by reference constitute the entire agreement between you and Middle and govern your use of the Service, superseding any prior agreements between you and Middle (including, but not limited to, any prior versions of the Terms of Service).

    EXPLANATION

    If Middle chooses not to enforce any of these provisions at any time, it does not mean that they give up that right later.

    These terms of service make up the agreement that applies to you. This means that any previous agreements between you and Middle don't apply if they conflict with these terms.

  7. Intellectual Property and Customer Content

    1. We do not claim any intellectual property rights over the Materials you provide to the Middle service. All Materials you upload remains yours. You can remove your Middle store at any time by deleting your Account.

    2. By uploading Materials, you agree: (a) to allow other internet users to view the Materials you post publicly to your store; (b) to allow Middle to store, and in the case of Materials you post publicly, display, your Materials; and (c) that Middle can, at any time, review all the Materials submitted to its Service, although Middle is not obligated to do so.

    3. You retain ownership over all Materials that you upload to a Middle store; however, by making your store public, you agree to allow others to view Materials that you post publicly to your store. You are responsible for compliance of the Materials with any applicable laws or regulations.

    4. We will not disclose your confidential information to third parties, except as required during providing our services. Confidential information includes any Materials or information provided by you to us which is not publicly known. Confidential information does not include information that: (a) was in the public domain at the time we received it; (b) comes into the public domain after we received it through no fault of ours; (c) we received from someone other than you without breach of our or their confidentiality obligations; or (d) we are required by law to disclose.

    5. Middle shall have the non-exclusive right and license to use the names, trademarks, service marks and logos associated with your store to promote the Service.

    EXPLANATION

    Anything you upload remains yours and your responsibility.

  8. Middle Shipping

    If you are in the United States, you can purchase shipping labels from within your Middle administrative console ("Middle Shipping") for delivery of goods purchased from your Middle Store. In addition to these Terms of Service, your access to and use of Middle Shipping is subject to the Middle Shipping Terms of Service, located at (a) https://middle.io/documents/terms-shipping-us if you are located in the United States; and (b) https://middle.io/documents/terms-shipping-ca, if you are located in Canada.

  9. Payment of Fees

    1. You will pay the Fees applicable to your subscription to Online Service and/or POS Services ("Subscription Fees") and any other applicable fees, including but not limited to fees relating to the processing of transactions under your Account ("Transaction Fees"), and any fees relating to your purchase of any products or services such as POS Equipment, shipping, apps, Themes, domain names or Third-Party Services ("Additional Fees"). Together, the Subscription Fees, Transaction Fees and the Additional Fees are referred to as the "Fees".

    2. You must keep a valid credit card on file with us to pay for all incurred and recurring Fees. Middle will charge applicable Fees to the credit card account that you authorize ("Authorized Card"), and Middle will continue to charge the Authorized Card (or any replacement card) for applicable Fees until the Services are terminated, and all outstanding Fees have been paid in full. Unless otherwise indicated, all Fees and other charges are in U.S. dollars, and all payments shall be in U.S. currency.

    3. Subscription Fees are paid in advance and will be billed in 30 day intervals (each such date, a "Billing Date"). Transaction Fees and Additional Fees will be charged from time to time at Middle's discretion. You will be charged on each Billing Date for all outstanding Fees that have not previously been charged. Fees will appear on an invoice, which will be sent to the Account Owner via the email provided. As well, an invoice will appear on the Account page of your Middle administration console. Users have approximately two weeks to bring up and settle any issues with the billing of Subscription Fees.

    4. All Fees are exclusive of applicable federal, provincial, state, local or other governmental sales, goods and services, harmonized or other taxes, fees or charges now in force or enacted in the future ("Taxes").

    5. If you are resident in the U.S., Taxes may apply to your subscription to or purchase of some or all of Middle's products and services, including without limitation, your subscription to or purchase of Middle's Online Services ("Taxable Offerings"). Any applicable Taxes are based on the rates applicable to the U.S. billing address you provide to us, and will be calculated at the time of purchase of the applicable Taxable Offerings. Such amounts are in addition to the Fees for the Taxable Offerings and will be billed to your Authorized Card. If you are exempt from payment of such Taxes, you must provide us with an original certificate that satisfies applicable legal requirements attesting to tax-exempt status. Tax exemption will only apply from and after the date we receive such a certificate.

    6. If you are a resident of the United States, you are responsible for all applicable Taxes that arise from or because of your subscription to or purchase of Middle's products and services. These Taxes are based on the rates applicable to the United States billing address you provide to us. Such amounts are in addition to the Fees for such products and services and will be billed to your Authorized Card. If you are exempt from payment of such Taxes, you must provide us with an original certificate that satisfies applicable legal requirements attesting to tax-exempt status. Tax exemption will only apply from and after the date we receive such a certificate.

    7. To the extent that you are an individual and not a corporation or other legal entity, and your location of usage changes to a place in the U.S. or Canada, you must advise us immediately by email to support@middle.io.

    8. Middle does not provide refunds.

    EXPLANATION

    For live payment gateways, a valid credit card is required. You will be billed for your Subscription Fees every 30 days and have 2 weeks to pay. Any Transaction Fees or Additional Fees will be charged to your credit card. If you're exempt from the United States or Canada taxes, let us know by giving us your original exemption certificate and we'll stop adding taxes to your bill. No refunds.

  10. Cancellation and Termination

    1. You may cancel your Account at any time by emailing support@middle.io and then following the specific instructions indicated to you in Middle's response.

    2. Upon termination of the Services by either party for any reason:

      1. Middle will cease providing you with the Services and you will no longer be able to access your Account;

      2. unless otherwise provided in the Terms of Service, you will not be entitled to any refunds of any Fees, pro rata or otherwise;

      3. any outstanding balance owed to Middle for your use of the Services through the effective date of such termination will immediately become due and payable in full; and

      4. your store website will be taken offline.

    3. If you purchased a domain name through Middle, upon cancellation your domain will no longer be automatically renewed. Following cancellation, it will be your sole responsibility to handle all matters related to your domain with the domain provider.

    4. If at the date of termination of the Service, there are any outstanding Fees owing by you, you will receive one final invoice via email. Once that invoice has been paid in full, you will not be charged again.

    5. We reserve the right to modify or terminate the Middle Service or your Account for any reason, without notice at any time.

    6. Fraud: Without limiting any other remedies, Middle may suspend or terminate your Account if we suspect that you (by conviction, settlement, insurance or escrow investigation, or otherwise) have engaged in fraudulent activity regarding the Site.

    EXPLANATION

    To initiate a cancellation, email support@middle.io . Middle will respond with specific information regarding the cancellation process for your account. Once cancellation is confirmed, domains purchased through Middle will no longer be automatically renewed. If you cancel in the middle of your billing cycle, you'll have one last email invoice.

    We may change or cancel your account at any time. Any fraud and we will suspend or cancel your account.

  11. Modifications to the Service and Prices

    1. Prices for using the Services are subject to change upon 30 days' notice from Middle. Such notice may be provided at any time by posting the changes to the Middle Site (Middle.io) or the administration menu of your Middle store via an announcement.

    2. Middle reserves the right at any time, and from time to time, to modify or discontinue, the Service (or any part thereof) with or without notice.

    3. Middle shall not be liable to you or to any Third-Party for any modification, price change, suspension or discontinuance of the Service.

    EXPLANATION

    We may change or discontinue the service at any time, without liability.

  12. Third-Party Services

    1. In addition to these Terms of Service, you also agree to be bound by the additional service-specific terms applicable to services you purchase from, or that are provided by, Middle's partners or other third parties.

    2. Middle may from time to time recommend, provide you with access to, or enable Third-Party software, applications ("Apps"), products, services or website links (collectively, "Third-Party Services") for your consideration or use, including via the Middle App Store. Such Third-Party Services are made available only as a convenience, and your purchase, access or use of any such Third-Party Services is solely between you and the applicable Third-Party services provider ("Third-Party Provider"). Any use by you of Third-Party Services offered through the Services or Middle's website is entirely at your own risk and discretion, and it is your responsibility to read the terms and conditions and/or privacy policies applicable to such Third-Party Services before using them.

    3. We do not provide any warranties with respect to Third-Party Services. You acknowledge that Middle has no control over Third-Party Services, and shall not be responsible or liable to anyone for such Third-Party Services. The availability of Third-Party Services on Middle's websites, including the Middle App Store, or the integration or enabling of such Third-Party Services with the Services does not constitute or imply an endorsement, authorization, sponsorship, or affiliation by or with Middle. Middle strongly recommends that you seek specialist advice before using or relying on Third-Party Services, to ensure they will meet your needs. Tax calculators should be used for reference only and not as a substitute for independent tax advice when assessing the correct tax rates, you should charge to your customers.

    4. If you install or enable a Third-Party Service for use with the Services, you grant us permission to allow the applicable Third-Party Provider to access your data and to take any other actions as required for the interoperation of the Third-Party Service with the Services, and any exchange of data or other interaction between you and the Third-Party Provider is solely between you and such Third-Party Provider. Middle is not responsible for any disclosure, modification or deletion of your data or other Materials, or for any corresponding losses or damages you may suffer, because of access by a Third-Party Service or a Third-Party Provider to your data or other Materials.

    5. Google Maps is a Third-Party Service that is used within the Services. Your use of the Service is subject to your acceptance of the Google Maps and Earth Enterprise Universal Acceptable Use Policy, as it may be amended by Google from time to time.

    6. Under no circumstances shall Middle be liable for any direct, indirect, incidental, special, consequential, punitive, extraordinary, exemplary or other damages whatsoever, that result from any Third-Party Services or your contractual relationship with any Third-Party Provider, including any Expert. These limitations shall apply even if Middle has been advised of the possibility of such damages. The foregoing limitations shall apply fully permitted by applicable law.

    7. You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, Middle partners, officers, directors, agents, employees, and suppliers harmless from any claim or demand, including reasonable attorneys' fees, arising out of your use of a Third-Party Service or your relationship with a Third-Party Provider.

    EXPLANATION

    We are not responsible for Third-Party services so use them at your own risk. If you use any Third-Party services on the Middle platform, you permit us to send your data to those services. If you use them you agree that we do not provide a warranty, so get advice beforehand.

  13. DMCA Notice and Takedown Procedure

    Middle supports the protection of intellectual property and asks Middle merchants to do the same. It's our policy to respond to all notices of alleged copyright infringement. If someone believes that one of our merchants is infringing their intellectual property rights, they can send a DMCA Notice to Middle's designated agent using our form. Upon receiving a DMCA Notice, we may remove or disable access to the Materials claimed to be a copyright infringement. Once provided with a notice of takedown, the merchant can reply with a counter notification using our form if they object to the complaint. The original complainant has 14 business days after we receive a counter notification to seek a court order restraining the merchant from engaging in the infringing activity, otherwise we restore the material. For more information, see our DMCA Notice and Takedown Procedure.

    EXPLANATION

    Middle respects intellectual property rights and you should too. If we receive a DMCA Notice, we may disable access or remove the allegedly infringing content from your website. If you don't think the claim is valid, you can proceed with a counter notification.

    If you believe one of our merchants is infringing your intellectual property rights, you can send Middle a DMCA Notice. We will expeditiously disable access or remove the content and notify the merchant. Be advised that we post all notices we receive.

Porfollio, Inc.
2711 Centerville Road, Suite 400

Wilmington, DE

USA