Terms of Service

These Terms of Service (“Terms”) form a binding agreement between you and midpoint (“Company,” “we,” “us,” or “our”) governing access to and use of the Midpoint website, applications, APIs, and related services (collectively, the “Service”) available at midpoint.to and any successor domains.

By accessing or using the Service, creating a private poll or public event, submitting content, or clicking to accept these Terms, you agree to these Terms and our Privacy Policy. If you do not agree, do not use the Service.

Important: Section 22 (Dispute Resolution) includes a binding arbitration agreement and class-action waiver that affect your legal rights. Please read them carefully.

1. Acceptance of Terms

You represent that you have read, understood, and agree to be bound by these Terms. If you use the Service on behalf of an organization, you represent that you have authority to bind that organization, and “you” includes that organization.

We may revise these Terms from time to time. The “Last updated” or effective date on this page will change when we do. Continued use after the effective date constitutes acceptance of the revised Terms. If you do not agree to a revision, stop using the Service.

2. The Service

Midpoint provides tools that may include, without limitation:

• Private polls — invite-link based group availability coordination and related collaboration features (for example chat or meetup maps where enabled).
• Public events — fixed-schedule event listings and discovery by location signals such as zip code.

The Service is a scheduling and discovery platform only. We are not an event organizer, promoter, ticket seller, venue, transportation provider, insurer, employer, escrow agent, or party to any meeting or event between users. We do not supervise, control, or guarantee any offline activity.

We may modify, suspend, discontinue, or restrict any feature, content, or availability of the Service at any time, with or without notice, including for maintenance, security, legal, capacity, or business reasons. We do not guarantee uptime, error-free operation, or that any particular feature will remain available.

Unless we expressly state otherwise in writing, the Service is currently offered free of charge. If we introduce paid features, subscriptions, or fees, additional terms will apply and we will present them before you are charged.

3. Eligibility

You must be at least 13 years of age, or the minimum age of digital consent in your jurisdiction if higher, to use the Service. If you are under the age of majority where you live, you may use the Service only with the involvement and consent of a parent or legal guardian who agrees to these Terms.

You may not use the Service if you are barred from doing so under applicable law, including export control or sanctions laws of the United States or other applicable jurisdictions.

4. Accounts and Access

End users. Private polls and public event participation generally do not require a consumer user account. Access to a private poll is controlled primarily by possession of the invite link (or other access credentials we provide).

Operator / admin access. Certain administrative interfaces are limited to authorized personnel. If you receive admin credentials, you must keep them confidential, use strong passwords, and notify us promptly of any unauthorized use. You are responsible for all activity under your admin credentials.

We may refuse registration, reclaim usernames, or require re-authentication at our discretion.

5. Private Polls and Public Events

• Private polls. Anyone with the invite link may be able to view poll content and participate as the product permits (including participant names, availability, optional location data, chat, and similar inputs). Treat invite links as confidential secrets. Do not post private poll links in public channels if you wish to limit access.
• Public events. Public event listings may appear in discovery pages, search results, sitemaps, caches, and third-party indexes. Publish only events you are authorized to list. You are responsible for the accuracy and lawfulness of venue, schedule, ticket links, and descriptions.

Poll results, heatmaps, maps, geolocation estimates, and search rankings are informational tools only. You alone decide whether, when, and how to meet or attend. We have no obligation to verify identity, age, authorization, or safety of any user or listing.

6. User Content

“User Content” means any content you submit, upload, publish, or transmit through the Service, including poll titles, descriptions, participant names, availability data, chat messages, public event details, venue addresses, zip codes, coordinates, ticket URLs, images, media, and contact-form messages.

You retain ownership of your User Content, subject to the licenses below. You are solely responsible for User Content and for ensuring you have all rights necessary to submit it.

You represent and warrant that your User Content: (a) is accurate to the best of your knowledge where accuracy is material; (b) does not infringe any third-party right; (c) does not violate law; and (d) does not contain malware or harmful code.

License to Company. You grant Company and its affiliates, successors, and service providers a worldwide, non-exclusive, royalty-free, transferable, sublicensable license to host, store, reproduce, modify (for formatting/display), adapt, publish, publicly display, publicly perform, distribute, and otherwise use User Content as reasonably necessary to operate, improve, secure, promote (for public content), and provide the Service, and to exercise rights under these Terms. For public event listings, this includes indexing and discovery. This license survives for a commercially reasonable period after deletion to the extent copies remain in backups or caches.

No endorsement. User Content is provided by users. We do not endorse, verify, or assume responsibility for User Content. You use User Content and rely on listings or poll results at your own risk.

Removal. We may refuse, remove, unpublish, soft-delete, or permanently delete User Content at any time if we believe it violates these Terms, law, third-party rights, or our policies, or for operational, security, or abuse-prevention reasons, without liability to you.

7. Acceptable Use and Prohibited Conduct

You agree not to, and not to attempt to:

• Violate any applicable law or regulation.
• Infringe intellectual property, privacy, publicity, or other rights of others.
• Post unlawful, fraudulent, defamatory, harassing, hateful, obscene, exploitative, or otherwise objectionable content.
• Impersonate any person or entity or misrepresent affiliation.
• Collect or harvest personal data of others without a lawful basis and appropriate notice/consent where required.
• Probe, scan, penetrate, overload, interfere with, or disrupt the Service or related networks.
• Bypass, disable, or circumvent rate limits, human verification, authentication, access controls, or other security measures.
• Scrape, crawl, spider, or use automated means to access the Service except as expressly permitted by robots.txt for ordinary search indexing, or as we authorize in writing.
• Reverse engineer, decompile, or disassemble any non-public aspect of the Service except to the limited extent such restriction is prohibited by law.
• Use bots, scripts, or automation to create spam listings, fake responses, or abuse APIs.
• Introduce viruses, malware, or other harmful code.
• Use the Service to facilitate fraud, phishing, or distribution of illegal goods/services.
• Resell, rent, or commercially exploit the Service or access thereto without our prior written consent.
• Frame or mirror the Service without authorization.

We may monitor use of the Service for security, abuse prevention, fraud prevention, legal compliance, and Service integrity, and may investigate suspected violations. We may share information with law enforcement or third parties as described in our Privacy Policy.

8. Intellectual Property; Reservation of Rights

The Service, including software, design, text, graphics, logos, trademarks, and compilation, is owned by Company or its licensors and is protected by intellectual property laws. Except for the limited license in Section 9, no rights are granted to you by implication or otherwise.

Reservation of rights. All rights not expressly granted are reserved by Company and its licensors.

Trademarks. “Midpoint” and related marks and logos are trademarks of Company or its licensors. You may not use them without prior written permission, except for accurate factual references.

Feedback. If you provide ideas, suggestions, or feedback, you grant Company a perpetual, irrevocable, worldwide, royalty-free license to use and exploit that feedback without restriction or compensation.

9. Limited License to Use the Service

Subject to these Terms, Company grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Service for your personal or internal business purposes in accordance with these Terms. This license terminates automatically upon your breach or upon termination of access.

10. AI Features

The Service does not currently provide generative AI or large-language-model features as a product capability. If we later introduce AI-assisted features, outputs may be inaccurate, incomplete, or biased; you must not rely on them as professional, legal, medical, or safety advice; and additional terms or disclosures may apply. AI crawler access to public pages (where permitted by our robots policy) is not an AI product feature provided to you.

11. Payments, Subscriptions, Refunds, and Taxes

We do not currently charge fees, process payments, or offer subscriptions through the Service. If that changes:

• Prices, billing cycles, auto-renewal, and refund rules will be disclosed at the point of purchase.
• Unless required by law or expressly stated, fees are non-refundable.
• You are responsible for applicable taxes. We may collect tax where legally required.
• Payment processing may be handled by third-party processors under their terms.

Third-party ticket purchases or venue payments linked from listings are solely between you and those third parties. We are not a party to those transactions and have no liability for them.

12. Third-Party Services and Links

The Service may integrate with or link to third-party services, including hosting providers, content delivery networks, mapping and geocoding providers (for example OpenStreetMap / Nominatim and outbound map links), font and script CDNs, and email delivery mechanisms. Third-party services are governed by their own terms and privacy policies. We do not control and are not responsible for third-party content, availability, pricing, security, or practices.

Outbound ticket URLs, venue sites, and social links are provided by users or for convenience. Your use of third-party sites is at your own risk.

13. Beta Features; Service Availability; Maintenance

We may offer alpha, beta, preview, or experimental features (“Beta Features”) that are provided AS IS, may be unstable, and may be modified or withdrawn at any time. Beta Features may be subject to additional terms.

We do not warrant uninterrupted or error-free Service. Planned or emergency maintenance may occur without advance notice. Temporary unavailability does not entitle you to compensation.

14. Modifications; Suspension; Termination; Data Deletion

We may modify the Service and these Terms as described above. We may suspend or terminate access to the Service or any content (including by IP block, soft-delete, unpublish, or permanent deletion) immediately, with or without notice, if we believe you violated these Terms, pose a security or legal risk, or for operational reasons.

You may stop using the Service at any time. For private polls and public events, deletion or soft-deletion behavior follows product functionality (including any recovery window before permanent purge). We may retain certain data as described in the Privacy Policy for security, legal, backup, and operational purposes.

Provisions that by their nature should survive (including ownership, licenses to the extent needed for residual copies, disclaimers, limitations of liability, indemnity, dispute resolution, and miscellaneous terms) will survive termination.

15. Privacy; Security Disclaimer

Our collection and use of personal information is described in the Privacy Policy. You acknowledge that no method of transmission or storage is completely secure. We disclaim liability for unauthorized access beyond our reasonable control, to the fullest extent permitted by law.

16. Copyright Complaints (DMCA)

If you believe content on the Service infringes your copyright, send a notice to support@midpoint.to with: (a) your physical or electronic signature; (b) identification of the copyrighted work; (c) identification of the allegedly infringing material and information reasonably sufficient to locate it; (d) your contact information; (e) a statement of good-faith belief that use is not authorized; and (f) a statement under penalty of perjury that the information is accurate and that you are authorized to act. We may remove content and terminate repeat infringers in appropriate circumstances as permitted by law.

Note: Formal DMCA agent designation with the U.S. Copyright Office, if required for safe-harbor reliance, should be completed by counsel using [COMPANY LEGAL NAME] details. Until designated, treat the above as our preferred complaint channel.

17. No Professional Advice

Nothing on the Service constitutes legal, medical, financial, safety, or other professional advice. Information is for general informational and coordination purposes only.

18. Assumption of Risk

YOU UNDERSTAND AND AGREE THAT YOU USE THE SERVICE AND PARTICIPATE IN ANY MEETING, EVENT, OR INTERACTION WITH OTHER USERS ENTIRELY AT YOUR OWN RISK. This includes travel, attendance, non-attendance, reliance on availability heatmaps or listings, and dealings with third parties. You are solely responsible for your safety and for verifying event details independently.

19. Disclaimers of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE AND ALL CONTENT ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, AND NON-INFRINGEMENT.

WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THAT: (A) THE SERVICE WILL BE UNINTERRUPTED, SECURE, TIMELY, OR ERROR-FREE; (B) DEFECTS WILL BE CORRECTED; (C) POLL RESULTS, HEATMAPS, MAPS, GEOLOCATION, ZIP LOOKUPS, SEARCH RESULTS, OR LISTINGS WILL BE ACCURATE OR COMPLETE; OR (D) THE SERVICE IS FREE OF HARMFUL COMPONENTS.

SOME JURISDICTIONS DO NOT ALLOW CERTAIN DISCLAIMERS; IN THOSE JURISDICTIONS, DISCLAIMERS APPLY TO THE FULLEST EXTENT PERMITTED.

20. Limitation of Liability; Cap on Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY AND ITS FOUNDERS, OWNERS, DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, AFFILIATES, LICENSORS, AND SERVICE PROVIDERS (COLLECTIVELY, “COMPANY PARTIES”) WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES; OR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY; OR PERSONAL INJURY, PROPERTY DAMAGE, OR EMOTIONAL DISTRESS; OR COSTS OF SUBSTITUTE SERVICES; ARISING OUT OF OR RELATED TO THE SERVICE OR THESE TERMS, WHETHER BASED IN WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

WITHOUT LIMITING THE FOREGOING, COMPANY PARTIES WILL NOT BE LIABLE FOR: missed meetings; cancelled, inaccurate, or unsafe events; travel or ticket costs; third-party charges; user-generated content; unauthorized access; or conduct of any user or third party.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF COMPANY PARTIES FOR ALL CLAIMS RELATING TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE GREATER OF: (A) THE AMOUNTS YOU PAID TO COMPANY FOR THE SERVICE IN THE TWELVE (12) MONTHS BEFORE THE CLAIM (IF ANY); OR (B) USD $0 IF YOU HAVE NOT PAID ANY FEES. WHERE A JURISDICTION DOES NOT PERMIT A ZERO CAP FOR FREE SERVICES, LIABILITY IS LIMITED TO THE MINIMUM AMOUNT PERMITTED BY LAW, AND IN NO EVENT MORE THAN USD $50.

Nothing in these Terms excludes liability that cannot be excluded under applicable law (for example, liability for fraud or for death or personal injury caused by proven negligence where such exclusion is prohibited).

21. Indemnification

You will defend, indemnify, and hold harmless the Company Parties from and against any claims, demands, actions, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) your User Content; (b) your use of the Service; (c) your public event listings or private polls; (d) your interactions with other users or attendance at events; (e) your violation of these Terms or law; or (f) your infringement of any third-party right. We may assume exclusive defense of any matter subject to indemnification, at your expense, and you will cooperate.

22. Dispute Resolution; Arbitration; Class Action Waiver

Governing law. These Terms are governed by the laws of the State of [STATE], [COUNTRY], without regard to conflict-of-law principles, except that the Federal Arbitration Act governs the interpretation and enforcement of the arbitration agreement below to the extent applicable.

Informal resolution. Before filing a claim, you agree to try to resolve the dispute informally by emailing support@midpoint.to with a brief description. If not resolved within 30 days, either party may proceed as below.

Binding arbitration. Except for the exclusions below, any dispute, claim, or controversy arising out of or relating to these Terms or the Service will be resolved by binding individual arbitration administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (or Commercial Rules if Consumer Rules do not apply). The seat of arbitration will be in [STATE], unless you and we agree otherwise or the AAA rules require a different location or remote proceeding. Judgment on the award may be entered in any court of competent jurisdiction.

Exclusions. Either party may seek injunctive or other equitable relief in court to protect intellectual property or unauthorized access to the Service. Small-claims court actions that qualify may proceed in small claims court.

Class action waiver. YOU AND COMPANY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate claims or preside over any form of class proceeding.

Opt-out. You may opt out of the arbitration agreement within 30 days of first accepting these Terms by emailing support@midpoint.to with subject “Arbitration Opt-Out” and your name and a clear statement of opt-out. Opting out does not affect other provisions.

Venue for non-arbitrable claims. Subject to the foregoing, exclusive venue for permitted court actions lies in the state or federal courts located in [STATE], and you consent to personal jurisdiction there.

Counsel note: Arbitration and class waivers have jurisdiction-specific enforceability limits (including for consumers in some places). Have local counsel confirm [STATE]/[COUNTRY] selections and consumer-arbitration wording.

23. Export and Sanctions Compliance

You may not use, export, or re-export the Service except as authorized by U.S. law and the laws of the jurisdiction in which the Service is accessed. You represent that you are not located in, under the control of, or a national or resident of any country or person subject to comprehensive U.S. embargoes or denied-party lists.

24. Force Majeure

Company will not be liable for any failure or delay caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, shortages, failures of utilities or hosting providers, denial-of-service attacks, or internet disturbances.

25. API Usage; Rate Limits; Abuse Prevention

Any programmatic or API access is subject to these Terms, our technical limits, and fair-use constraints. We may throttle, block, or revoke access (including by IP) for rate-limit violations, scraping, automation abuse, fraud indicators, or other misuse. Honeypots, human verification, logging, and related controls may be used to protect the Service.

26. Miscellaneous

Entire agreement. These Terms, together with the Privacy Policy and any additional terms presented for a specific feature, constitute the entire agreement between you and Company regarding the Service and supersede prior agreements on the subject.

Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or severed, and the remaining provisions will continue in effect.

No waiver. Failure to enforce any provision is not a waiver of the right to do so later.

Assignment. You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, corporate reorganization, or sale of assets, or by operation of law.

Relationship. No agency, partnership, joint venture, or employment is created.

Notices. We may provide notices via the Service, email, or by updating this page. You may contact us as below.

Headings. Headings are for convenience only.

Language. The English version controls if translations are provided.

27. Contact

Questions about these Terms:

• Email: support@midpoint.to
• Contact form: https://midpoint.to/contact
• Legal entity: midpoint.to, Texas, USA