Partner API Terms

1. ABOUT THESE PARTNER TERMS

1.1 Who They Apply To

Midsummer LTD, a company registered in Israel ("Midsummerr," "we," "us," or "our"), runs an AI audiobook production service at midsummerr.com. We give selected businesses programmatic access to it through our Partner API, for their own audiobook business. These Partner API Terms (the "Partner Terms") apply to every business whose Midsummerr account we enable for Partner API access (the "Partner," "you," or "your"). We decide at our discretion which businesses we enable; publishing these Partner Terms is not an offer to provide access.

1.2 Acceptance

These Partner Terms bind you once you accept them in writing, before we enable your account for Partner API access: for example, by an email to us from a person authorised to act for your business, confirming that the business accepts these Partner Terms and giving its full legal name, registration number and registered address. The person who accepts confirms that they have authority to bind the business. Using a partner API key also confirms your acceptance.

These Partner Terms apply from the date we receive your written acceptance (the "Effective Date") and continue to apply while you hold or use a partner API key, and afterwards as Section 13 provides. The version that applies is the one published at https://www.midsummerr.com/partner-api-terms, as changed under Section 16.

1.3 How They Fit With Our Other Terms

These Partner Terms sit alongside our Terms of Service, Privacy Policy and Refund Policy (together, the "ToS"), which are incorporated by reference. You accept the ToS as the Account holder. If these Partner Terms and the ToS conflict, these Partner Terms prevail. In particular:

• These Partner Terms are our written permission for automated access to the Service and for the resale of Output under ToS Section 8.1
• The expiry rule for commit Credits (Section 10.4) applies instead of ToS Section 6.2 ("No Expiration")
• Sections 10.6 and 13.6 apply instead of ToS Sections 6.9 and 7.4 and the Refund Policy

A separate written agreement signed by you and us prevails over these Partner Terms to the extent it says so.

2. DEFINITIONS

• "Service": our audiobook production service, including the software, models, voices and pipeline behind it
• "Partner API": the programmatic interface we designate for partners; "Documentation": its then-current technical documentation
• "Keys": the partner API keys created for the Account
• "Account": the Midsummerr account named in your acceptance, to which the Keys attach
• "Partner Content": manuscripts, voice samples and other material you submit to the Service
• "Output": what the Service generates from Partner Content
• "Voice Clone": a synthetic voice created from a voice sample
• "End Client": an author, publisher or other customer of yours
• "Credits": the prepaid units the Service deducts, priced in Section 10
• "Production": a request to produce a chapter or credits track, on which Credits are deducted
• "Commit Tier": a volume price available against a committed monthly minimum (Section 10.4)

3. ACCESS AND KEYS

3.1 Licence

We grant you a non-exclusive, non-transferable, non-sublicensable, revocable licence, while these Partner Terms apply, to access the Service through the Partner API as described in the Documentation, and to use the Documentation, only for the Permitted Purpose.

3.2 Permitted Purpose

"Permitted Purpose" means your own use of the Service to produce audiobooks for your End Clients and your own titles, and to deliver the finished Output to End Clients. You may not make the Partner API, the Documentation or any wrapper around them available to a third party, or offer a service built on them. Only your staff and contractors working on your systems may use the Keys, and you answer for them as for yourself.

3.3 Keys

We enable the Account for Partner API access only after you have accepted these Partner Terms and the pre-fund in Section 10.3 has cleared. You then create your Key on the Partner API page of your account settings; each Key is shown once, when it is created, and cannot be shown again. You may replace a Key there at any time, and the replaced Key stops working at once. We may revoke a Key at your request, and as Section 13 provides. You keep Keys confidential, use them only from your own server-side systems (never in browser, app or other client-side code), and promptly replace, and tell us about, any Key you believe has been exposed. You are responsible for everything done with your Keys.

3.4 Changes to the Service

We may change the Service, the Partner API and the Documentation at any time. Changes that break your existing integration take effect on 30 days' written notice, except security fixes and changes required by law or a provider, which may take effect immediately. We need not keep any feature, endpoint, voice, provider or model available.

4. RESTRICTIONS

You will not, and will not allow anyone else to:

• (a) reverse engineer, decompile, probe or scrape the Service, or try to extract its models, prompts, voices or workings
• (b) evade or overload any rate limit, cap or security measure, or open additional accounts to do so
• (c) use the Service, its responses or Output to build, train or tune a competing speech, voice or audiobook-production service or model
• (d) extract, isolate, re-clone, resell or export any voice or Voice Clone, or use a voice outside Output
• (e) remove or alter any marker, watermark or metadata the Service embeds in Output
• (f) share Keys or use them outside the Permitted Purpose
• (g) use the Service in breach of the ToS, including ToS Section 5.4 (prohibited content) and Section 8 (acceptable use)

5. END CLIENTS

5.1 You Are Our Only Counterparty

You are our only counterparty. End Clients have no account with, and no rights against, Midsummerr under these Partner Terms. You handle all End Client support, complaints, refunds and disputes.

5.2 Your Terms With End Clients

Your terms with each End Client must protect Midsummerr at least as well as ToS Sections 5.1 (content warranties), 5.3 (Output), 9 (AI-generated content), 13 (disclaimers) and 14 (limitation of liability), and must not promise uptime, turnaround, quality or refunds that we do not give you. Midsummerr is an intended third-party beneficiary of those terms and may enforce them directly.

5.3 Content Warranties

You give the warranties in ToS Section 5.1, and grant the licence in ToS Section 5.2, for all Partner Content, whether your own or an End Client's.

6. VOICES AND VOICE CLONING

6.1 Voice Rights and Consent

For every voice sample you upload, you represent and warrant that you own, or have obtained from the speaker, all rights, consents and permissions needed to create a Voice Clone from it and to use that Voice Clone in commercial audiobooks, and that the sample, the Voice Clone and their use comply with applicable law and violate no person's rights.

6.2 Voice Use Policy

You will not use the Service or any voice to: replicate a person's voice without their consent or legal right; deceive anyone about whether audio is AI-generated or about who is speaking; commit or facilitate fraud; harass, defame, sexualise or otherwise harm a person; exploit or harm minors; or create content that is unlawful or that ToS Section 5.4 or 8.2 prohibits.

6.3 Evidence of Consent

In connection with a complaint, a legal request or a reasonable concern about a voice, you will on request give us reasonable evidence of the speaker's consent.

6.4 Our Right to Remove Voices

We may refuse, disable or delete any voice sample or Voice Clone, and may suspend your access under Section 13.3, at any time in our discretion where we have a concern about rights, consent or misuse; Credits already spent are not refunded. We do not review samples for consent and rely on your warranties.

6.5 Voices Stay in the Service

Voice Clones and designed voices are licensed for use within the Service only, to produce Output. They are not exported, transferred or portable, and no voice leaves the Service when these Partner Terms end.

7. INTELLECTUAL PROPERTY, CONFIDENTIALITY AND PUBLICITY

7.1 Our Property

Midsummerr and its licensors own the Service, including its software, models, prompts, pipeline, designed voices, Voice Clone models and the Documentation. You receive no rights in them beyond Section 3.

7.2 What You Do Not Receive

You do not receive, and will not try to obtain, our prompts, the identities of our speech, voice and model providers (except sub-processor names under Section 15.5), provider voice identifiers, costs, or raw audio stems. Character and voice descriptions the Service returns are our Confidential Information, usable within the Permitted Purpose.

7.3 Your Content and Output

You (or your End Client) own Partner Content. Subject to payment and to these Partner Terms, you own Output as set out in ToS Section 5.3.

7.4 Confidentiality

Each party keeps the other's non-public business and technical information ("Confidential Information") confidential, uses it only for the purposes of these Partner Terms, and shares it only with people who need it and are bound to confidentiality, while these Partner Terms apply and for three years after. Information that is public through no fault of the recipient, already known to it, independently developed, or that the law requires it to disclose is not covered. Our Confidential Information includes the Documentation, the Partner API and any non-public terms or prices we agree with you; yours includes your client list and manuscripts.

7.5 Publicity

Neither party will name the other in marketing, press, case studies or client lists without the other's written consent. You will not describe yourself as Midsummerr's agent, partner or affiliate, claim to have built the AI behind your service, use Midsummerr's name or marks except as Section 8 requires, or present Output as human-narrated. Attribution inside Output is governed by Section 8.

8. ATTRIBUTION AND WHITE-LABEL

8.1 Attribution by Default

Every audiobook produced under these Partner Terms is delivered with the Service's standard opening and end credits tracks, which credit Midsummerr as the producer, and names Midsummerr in the listing metadata you supply to platforms (producer or publisher field). You include both credits tracks in the published audiobook and do not edit them. The credit names the production engine and is not a quality endorsement.

8.2 White-Label

At Tier 0 and Tier 1 (Section 10.4) you may elect white-label for your whole Account by written notice. While the election is active, Credits are bought at US$5.75 per 1,000 Credits instead of the Section 10.4 price; consumption per word does not change. From Tier 2, white-label is included. Under white-label you may leave both credits tracks out of the published audiobook and omit Midsummerr from listing metadata.

8.3 What White-Label Does Not Change

White-label does not change Section 7.5 (publicity) or Section 9 (AI transparency).

9. AI TRANSPARENCY

9.1 AI Markers

The Service embeds no AI marker or watermark in Output today. When we implement one, we will expose it through the Partner API and tell you the format. We give no date and do not warrant that any marker will satisfy a regulator, a platform or a compliance check.

9.2 Your Disclosure Duties

You are the deployer of the Output you distribute and are responsible for every disclosure your use requires to End Clients, listeners, platforms and the public (including under Article 50 of the EU AI Act where it applies), for each platform's rules on AI narration, and for any resulting rejection, takedown or penalty. You pass through unchanged any marker or metadata the Service embeds.

10. PRICES, CREDITS AND PAYMENT

Amounts are in US dollars and exclude VAT and other taxes, which are your responsibility (ToS Section 6.6).

10.1 Prices

Credits cost US$5.00 per 1,000 Credits at Tier 0 (Section 10.4). A Production is charged per word of manuscript, by narration tier:

• Single Narrator (one directed narrator): 0.30 Credits per word, $1.50 per 1,000 words at Tier 0
• Full Cast (a distinct voice for every character): 0.75 Credits per word, $3.75 per 1,000 words at Tier 0
• Full Production (full cast, music and sound effects): 1.00 Credit per word, $5.00 per 1,000 words at Tier 0

Example: a 60,000-word Full Production novel costs 60,000 Credits ($300 at Tier 0). The opening and end credits tracks are produced at no Credit charge.

Only self-serve production is offered through the Partner API (no director-led or voice-conversion productions). Cover metadata costs 600 Credits ($3.00) and a cover image 200 Credits ($1.00). You set your own prices to End Clients.

10.2 What Is Metered

Credits are deducted when a Production is submitted. If a Production fails inside the Service, its Credits are returned to the Account balance. The other operations listed in Section 11.1 (regenerations, voice design and cloning, pronunciation tests, character and pronunciation analysis, mixing and export) are not charged in Credits today; we may start charging for any of them on 30 days' written notice (Section 16). A full chapter regeneration beyond the free allowance in Section 11.4 is charged like a Production of that chapter, when you ask for it.

10.3 Pre-Fund and Minimum Balance

Before we enable the Account for Partner API access, you buy US$1,000 of Credits (200,000 Credits at Tier 0) through the credit checkout. This is an opening balance, not a fee. You keep a balance of at least about US$500 (100,000 Credits); below that we may decline new Productions until you top up. A Production is accepted only if the balance covers its estimated Credits. You may top up any amount through the credit checkout.

10.4 Volume Pricing (Commit Tiers)

A discount applies only against a committed monthly minimum paid in advance. Tier 0 is the default and needs no commitment.

• Tier 0: no commitment (pay as you go); $5.00 per 1,000 Credits; Credits as purchased
• Tier 1: $1,500 monthly commit; $4.50 per 1,000 Credits (10% off); 333,333 Credits issued per month
• Tier 2: $5,000 monthly commit; $4.00 per 1,000 Credits (20% off); 1,250,000 Credits issued per month; white-label included (Section 8.2)
• Tier 3: $12,000 monthly commit; $3.75 per 1,000 Credits (25% off); 3,200,000 Credits issued per month; white-label included (Section 8.2)

A Commit Tier starts on the first day of the month after you elect it in writing and the first instalment clears. Instalments are paid monthly in advance; Credits are issued when each instalment clears; usage above the month's issued Credits is charged at the tier price. The initial term is 3 months, then month to month; you may step down or leave on 30 days' written notice to a month end, and step up at any time.

Unused commit Credits roll over one month and then expire. Commit Credits and instalments are not refunded, except as Section 13.6 says. Credits bought at Tier 0 keep their price and do not expire. The usage limits in Section 11 may be raised for a Commit Tier by written agreement.

10.5 Payment

Credits are bought through the checkout of our payment provider, which acts as merchant of record (ToS Section 6.4). Commit instalments are paid monthly in advance the same way or, if we so elect, by invoice payable within 7 days. If a payment fails or is overdue, we may pause new Productions until it is paid (ToS Section 6.8).

10.6 Credits Are Non-Refundable

Credits are prepaid and non-refundable. ToS Section 6.9 and the Refund Policy's 14-day cooling-off do not apply to Credits bought for the Account from the Effective Date, including the pre-fund; the one exception is Section 13.6. Used Credits are never refunded, and promotional Credits have no cash value. Credits bought at Tier 0 do not expire; commit Credits expire as Section 10.4 says.

11. USAGE LIMITS

11.1 Daily Limits

These limits apply per Account to use of the Partner API, per UTC day unless stated. Use of the Midsummerr web app stays subject to the fair-use rules in ToS Section 8.3.

• Requests: 120 per minute (HTTP 429 with Retry-After)
• New projects (manuscript uploads): 5 per day, 10 per calendar month
• Chapters in production at once: 1 per Account (further chapters, including other books', wait in the queue)
• Full chapter regenerations: 10 per day
• Voice regenerations, designs and voice selections: 40 per day
• Voice clones: 100 per day
• Segment and audio-element regenerations: 60 per day
• Pronunciation test requests: 40 per day (up to 3 takes each)
• Character and pronunciation analysis runs: 5 per day
• Mix and export requests: 200 per day
• Status polling: recommended no more than once every 30 seconds per project (enforced only by the request limit)

11.2 At a Daily Limit

At a limit the Partner API returns HTTP 429: for the request limit with a Retry-After header; for a daily or monthly limit with {"error":"daily_limit_reached","limit":"<name>","resets_at":"<iso>"}. You back off and retry after the reset time; you do not retry in a loop or split work across accounts or Keys (Section 4(b)). The chapters-in-production limit never refuses a request: further chapters wait in the queue.

11.3 Status and Webhooks

Webhooks are not offered in this version of the Partner API; they are on the roadmap, with no date. Status is obtained by polling, no more than once every 30 seconds per project, using the updated_since filters in the Documentation. Downloads are not counted against daily limits.

11.4 Per-Project Limits

These limits apply to every project owned by the Account, over the whole life of the project (not per day), on every surface: the Partner API and the Midsummerr web app. They count only work you ask for: the voices we design automatically when we cast a book after upload or find a new character during production are not counted; a cast analysis you run again counts every voice it designs, and is accepted only while the project has room under the project limit for the book's whole main cast. Failed runs are not counted. Selecting or restoring a voice the character already had is always free.

• New voices for one character (designed from a brief, redesigned or cloned): 20
• New voices in one project (the same operations, all characters together): 150
• Free full regenerations of one produced chapter: 3; beyond that a regeneration is charged like a Production of the chapter (Section 10.2), only when you ask for it
• Re-record runs for one chapter (re-recording a character's lines with its current voice, applying the pronunciation guide, refreshing changed voices): 20
• Words added to a chapter by editing its lines: 5% of the chapter's charged words, or 50 words if that is more

11.5 At a Per-Project Limit

The request is refused with HTTP 409 {"error":"project_limit_reached","limit":"<name>","used":<n>,"cap":<n>,"project_id":<id>}, with character_id or chapter_id where the limit is per character or per chapter. For the free regenerations it also carries credits_required, the price of producing the chapter again; you may repeat the request with "charge": true to be charged that amount (refunded if the regeneration fails). While a voice you asked for is still being designed, another design or clone of that character is refused with HTTP 409 voice_in_progress. GET /projects/{id}/usage shows each limit's use, cap and remainder for the project, its characters and its chapters.

11.6 Changing Limits

We may raise any limit at any time, and raise a per-project limit for a project on written request. We may lower limits on 14 days' written notice, and lower or suspend them immediately to stop abuse or protect the Service.

12. SUPPORT

We give best-effort support by email, and no uptime, turnaround or performance commitment or service credits (ToS Section 13.2). The Service runs on shared capacity and may be taken down for maintenance, with notice where practical. You give first-line support to your End Clients and integrate against the Documentation.

• Channel: email to [email protected] from your named technical contact, with "API" in the subject line. No phone or chat support
• Response target: 2 business days (Israel business days, Sunday to Thursday, excluding Israeli public holidays); a target, not a commitment
• Scope: the Partner API, the Documentation, errors and the Account. Not included: developing or debugging your integration, End Client support, or quality review of individual books
• Contacts: ours is [email protected]; yours is the technical contact named in your acceptance. Either party may change its contact by email
• Incidents: we email your technical contact about incidents affecting your Productions where practical

13. TERM, TERMINATION AND WIND-DOWN

13.1 Term

These Partner Terms apply from the Effective Date until ended under this Section (the "Term"). A Commit Tier has its own minimum term (Section 10.4).

13.2 Ending for Convenience

We may end these Partner Terms for convenience, without giving a reason, on 14 days' written notice. You may end them on 30 days' written notice.

13.3 Suspension and Termination for Cause

We may suspend your access to the Partner API, or end these Partner Terms, immediately on written notice if: (a) you breach Section 4, 6 or 7.4 or the acceptable-use rules in the ToS; (b) a payment is still overdue after a reminder; (c) Keys are compromised; (d) a provider, platform, regulator, court or claimant requires it; or (e) in our reasonable judgment continued access creates legal, security or reputational risk. For any other material breach, the breaching party has 10 business days from written notice to cure before the other party may end these Partner Terms.

13.4 Wind-Down

From the date a termination notice is sent (the "Notice Date") you may not create projects, upload manuscripts, create Voice Clones, or start Production on a project that had no Production before the Notice Date. A project with a Production started before the Notice Date may be finished during the notice period (remaining chapters and credits tracks, regeneration and mixing), and work submitted before termination takes effect (the "Termination Date") completes. From the Termination Date the Partner API is read-only (status and downloads) for 60 days; then the Keys are revoked and partner access ends. On suspension or termination under Section 13.3 these restrictions apply immediately, and we may shorten or withhold the read-only period.

13.5 Effect on the Account

Termination ends your access to the Partner API and these Partner Terms, not the Account, which continues as an ordinary Midsummerr customer account under the ToS, with its remaining Credits, unless we terminate it for cause under the ToS. Partner Content and Output are kept and deleted under Privacy Policy Section 5. You keep what you have downloaded.

13.6 Credits on Termination

If we end these Partner Terms for convenience under Section 13.2, we refund, within 30 days of the Termination Date, the unused Credits you paid for that have not expired, at the price paid, and no further commit instalments fall due after the Notice Date. In every other case no Credits or instalments are refunded; remaining Credits stay usable on the Account under the ToS.

13.7 Survival

Sections 4, 5, 6.3 to 6.5, 7, 8, 9, 13.4 to 13.7, 14, 15 and 17 survive the end of these Partner Terms.

14. WARRANTIES, LIABILITY AND INDEMNITY

14.1 No Warranty

The Service, the Partner API, the Documentation and Output are provided "as is" (ToS Section 13). We do not warrant that Output is error-free, fit for a particular purpose, acceptable to any platform or free of third-party claims (ToS Section 9). You review and approve Output before delivering it.

14.2 Limitation of Liability

Each party's total liability under or in connection with these Partner Terms is limited to the amounts you paid to Midsummerr in the 12 months before the event giving rise to the claim, or US$100, whichever is greater. Neither party is liable for indirect, incidental, special or consequential loss, or for lost profits, revenue, data, goodwill or business, however arising.

14.3 What the Limitation Does Not Cover

Section 14.2 does not limit: your indemnity in Section 14.4; your breach of Section 4 (restrictions) or 7.4 (confidentiality); your obligation to pay amounts due; or any liability that cannot be excluded by law.

14.4 Indemnity

You will defend, indemnify and hold harmless Midsummerr, its officers, employees, contractors and providers from all claims, losses, damages, fines, costs and expenses (including reasonable legal fees) arising from Partner Content (including any voice sample or Voice Clone and any privacy, publicity, personality, biometric, consumer-protection or intellectual-property claim), your or an End Client's use or distribution of Output, any End Client claim, your breach of these Partner Terms or of law, or a disclosure or platform-policy failure under Section 9. We notify you of a claim promptly and let you conduct the defence; no settlement may admit fault by, or impose obligations on, Midsummerr without our consent.

15. DATA PROCESSING

15.1 Roles

For manuscripts, voice samples, Output and any personal data in them that you submit ("Partner Personal Data"), you are the controller (or a processor for your End Client) and we are your processor (or sub-processor). For your own account, billing, usage and contact data, we are an independent controller under our Privacy Policy. You are responsible for the lawful basis, notices and consents needed to submit Partner Personal Data and for your own data-protection compliance.

15.2 Details

Subject matter and purpose: producing audiobooks from Partner Content (storing, analysing and synthesising text and audio) and related support. Duration: the Term plus the periods in Section 13 and Privacy Policy Section 5. Data: personal details in manuscripts, voice recordings, character and pronunciation notes. Data subjects: End Clients, people in manuscripts, speakers in voice samples.

15.3 Instructions

We process Partner Personal Data only on your documented instructions (your Partner API calls and these Partner Terms), unless the law requires otherwise (in which case we tell you first where the law allows), and we tell you if we believe an instruction breaks data-protection law. You send only the personal data a Production needs; an End Client's identity is not needed.

15.4 Confidentiality and Security

We bind the people we authorise to process Partner Personal Data to confidentiality and apply the measures in Privacy Policy Section 7 (encryption in transit and at rest, access controls).

15.5 Sub-Processors

You authorise sub-processors in these categories: cloud hosting and storage; speech synthesis; voice design and cloning; large-language-model providers; payment processing; email delivery; error monitoring and analytics. We name the sub-processors then processing Partner Personal Data on written request, as Confidential Information; give 14 days' written notice before adding a category or a sub-processor that will process Partner Personal Data, during which you may object on reasonable data-protection grounds and, if the objection is not resolved, end these Partner Terms under Section 13.2; and bind each sub-processor to written terms no less protective than this Section, remaining responsible for it.

15.6 International Transfers

Partner Personal Data goes from your country to Israel and onward to our providers in the United States and elsewhere, under standard contractual clauses we hold with those providers or an adequacy decision where one applies. The transfer to Israel relies on an adequacy decision for Israel where your law recognises one, and otherwise on standard contractual clauses the parties will sign on request.

15.7 No Training

We do not use Partner Content or Output to train AI models, notwithstanding Privacy Policy Section 3.5. We may use aggregated usage statistics that identify no one.

15.8 Assistance and Breach

We help you with data-subject requests and your security, breach-notification and impact-assessment duties where you cannot act through the Partner API, at our reasonable cost; forward data-subject requests we receive about Partner Personal Data; and report a personal-data breach affecting Partner Personal Data without undue delay and within 72 hours of becoming aware of it.

15.9 Retention, Deletion and Audit

Retention and deletion follow Privacy Policy Section 5 (deletion on request or within 30 days of account deletion; backups purged within a further 90 days; legally required records excepted). Output is downloadable before deletion; data is not otherwise returned. We provide the information reasonably needed to show compliance with this Section and, once a year on 30 days' notice at your cost, answer a reasonable written audit questionnaire; an inspection, limited to Partner Personal Data, takes place only where the law requires it.

16. CHANGES TO THESE PARTNER TERMS

We may change these Partner Terms, including prices, Commit Tiers, attribution and support terms, on 30 days' written notice to your notice address, and may introduce a fee (for example for API access, or for an operation not charged today) the same way. We may lower usage limits as Section 11.6 says. We publish the current version on this page with its "Last Updated" date.

A change never reduces the value of Credits already paid for: a price change applies to purchases made after it takes effect, and a Commit Tier in its initial term keeps its price. If you do not accept a change made on 30 days' notice, you may end these Partner Terms under Section 13.2 by notice given before the change takes effect, and the change will not apply to you during your notice period.

The ToS change as ToS Section 17 says; where a ToS change conflicts with these Partner Terms, these Partner Terms prevail.

17. GENERAL

17.1 Assignment

You may not assign or transfer these Partner Terms without our written consent. We may assign them to an affiliate or a successor of our business on written notice.

17.2 Entire Agreement

These Partner Terms, the ToS, your written acceptance and any written Commit Tier or white-label election are the whole agreement on their subject and replace every earlier discussion, email and proposal, including any price or limit discussed by email. Feature lists, roadmaps and estimates are not commitments, and neither party has relied on any statement not written in them.

17.3 Notices

By email: to us at [email protected], and to you at the email address given in your acceptance, or another address a party gives in writing. A notice is received on the next business day.

17.4 No Exclusivity, No Agency

Neither party is restricted from dealing with anyone, including the other's customers. The parties are independent contractors; nothing in these Partner Terms creates an agency, partnership or joint venture.

17.5 Severability, Waiver and Force Majeure

ToS Sections 18.2, 18.3 and 18.6 apply between the parties, each having the benefit of the force-majeure clause.

17.6 Governing Law and Courts

Israeli law governs these Partner Terms, and the courts of Tel Aviv-Jaffa have exclusive jurisdiction. Before starting proceedings the parties will try for 30 days to resolve the dispute by direct discussion between their principals.

18. CONTACT INFORMATION

For questions or notices regarding these Partner Terms, please contact us at:

Midsummer LTD
Email: [email protected]
Website: https://www.midsummerr.com

For Partner API support:
Email: [email protected] (with "API" in the subject line)

By accepting these Partner Terms in writing, or by using a partner API key, the Partner agrees to be bound by them.