Terms of Service - Midsummerr

1. ACCEPTANCE OF TERMS

Welcome to Midsummerr, operated by Midsummer LTD ("we," "us," or "our"). By accessing or using our website at midsummerr.com (the "Site") and our AI-powered audiobook creation and distribution services (collectively, the "Services"), you agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, you may not use our Services.

These Terms constitute a legally binding agreement between you and Midsummerr. The term "you" (and "your") refers to you individually, and if applicable, the company or legal entity you represent.

2. ELIGIBILITY

You must be at least 18 years old to use our Services. By using Midsummerr, you represent and warrant that you are at least 18 years of age and have the legal capacity to enter into these Terms.

3. DESCRIPTION OF SERVICES

Midsummerr provides AI-powered services that enable authors and content creators to transform written works into dramatized audiobooks featuring character voices, music, and sound effects. Our Services include:

AI-generated character voice narration
Sound design and music integration
Audiobook production and formatting
Distribution assistance to audiobook platforms
Content library and marketplace features

4. ACCOUNT REGISTRATION AND SECURITY

4.1 Account Creation

To use certain features of our Services, you must create an account. You agree to:

Provide accurate, current, and complete information during registration
Maintain and promptly update your account information
Keep your login credentials confidential
Notify us immediately of any unauthorized access to your account

4.2 Account Responsibility

You are solely responsible for all activities that occur under your account. You may not share your account credentials with others or allow others to access your account. Any fraudulent, abusive, or illegal activity may result in termination of your account and potential referral to law enforcement.

5. USER CONTENT AND INTELLECTUAL PROPERTY

5.1 Your Content Rights

You retain all ownership rights to the written content, manuscripts, and materials you upload to our Services ("Your Content"). By uploading Your Content, you represent and warrant that:

You own or have all necessary rights, licenses, and permissions for Your Content
Your Content does not infringe on any third-party intellectual property rights, including copyrights, trademarks, patents, or trade secrets
Your Content does not violate any applicable laws or regulations
Your Content does not contain defamatory, obscene, or unlawful material
If Your Content includes real persons' names, voices, or likenesses, you have obtained all necessary consents
If you upload or clone a voice, you own or have obtained all rights and consents needed for that voice, and you will provide reasonable evidence of consent if we request it in connection with a complaint
If Your Content includes audio you upload (music, sound effects, or other recordings), you hold a licence covering its use in audiobooks you produce and distribute — note that a composition being in the public domain does not make a particular recording of it public domain

5.2 License Grant to Midsummerr

By uploading Your Content to our Services, you grant Midsummerr a non-exclusive, worldwide, royalty-free license to:

Use, reproduce, modify, and adapt Your Content solely for the purpose of providing our Services
Create AI-generated audio versions of Your Content
Store and process Your Content on our servers
Display Your Content in connection with your account and any public listings you create

This license terminates when you delete Your Content from our Services, except for copies retained in our backup systems for a reasonable period.

5.3 Generated Audiobooks

The AI-generated audiobooks created through our Services (the "Output") are created specifically for you. Subject to these Terms and payment of applicable fees, you own the Output generated from Your Content. However:

You may not use the Output in ways that violate these Terms or our Acceptable Use Policy
You are responsible for ensuring you have all necessary rights to distribute the Output commercially
Midsummerr retains ownership of the underlying AI technology, voice models, and platform

5.4 Prohibited Content

You may not upload or create content that:

Infringes on intellectual property rights of others
Contains sexually explicit material involving minors or facilitates exploitation of children
Promotes hate speech, violence, discrimination, or harassment
Impersonates others or creates deepfakes without consent
Contains malware, viruses, or harmful code
Violates any applicable laws or regulations

5.5 Midsummerr's Intellectual Property

All aspects of the Services, including our AI technology, software, platform design, trademarks, logos, and brand materials, are owned by Midsummerr and protected by intellectual property laws. You may not copy, modify, reverse engineer, or create derivative works based on our Services.

6. PAYMENT TERMS

6.1 Pricing

Pricing for our Services is displayed on our Site and may vary based on:

Credit packages and pay-per-use rates
Usage volume and features accessed
Subscription tier (if applicable)
Promotional offers or discounts
Custom enterprise agreements

All prices are in USD unless otherwise specified.

6.2 Pay-Per-Use Credits (Primary Billing Model)

Midsummerr primarily operates on a pay-per-use credit system:

Credit Purchases

Credits are purchased in advance and used to generate audiobook content
Credit pricing is based on usage metrics (e.g., per word, per minute of audio, or per chapter)
Credits are deducted from your account balance as you use our Services
You can purchase additional credits at any time through your account dashboard

Credit Balance and Usage

Your available credit balance is displayed in your account
You are responsible for monitoring your credit balance
We may notify you when your balance is low, but this is not guaranteed
Services may be paused or restricted if your credit balance is insufficient

Credit Properties

Non-Transferable: Credits cannot be transferred to another account or sold to third parties
No Expiration: Credits do not expire and remain in your account indefinitely
Refund Policy: Unused credits are refundable within 14 days of purchase (see Section 6.9 and our Refund Policy). Credits that have been used for generation are not refundable
Promotional Credits: Free credits, welcome bonuses, and any other promotional credits are non-refundable and cannot be exchanged for cash or transferred to another account. Promotional credits are subject to the same usage terms as purchased credits
Price Changes: Pricing may change in the future. Previously purchased credits are honored at their original purchase price and retain their value regardless of future price changes

Usage Tracking

All credit consumption is logged and available in your account dashboard
You can view detailed usage reports showing when and how credits were consumed
Credit deductions are final once processing is complete

6.3 Subscription Plans (Optional)

For users who prefer predictable billing, we may offer subscription plans:

Subscription fees are billed in advance on a recurring basis (monthly or annually, as selected)
Subscriptions may include a monthly credit allocation
By subscribing, you authorize Midsummerr and our payment processor to automatically charge your payment method for the applicable subscription fees and any applicable taxes
Unused subscription credits may or may not roll over to subsequent periods, as specified in your plan

6.4 Payment Processing

We use Polar.sh as our Merchant of Record for payment processing. Polar.sh acts as the authorized reseller of our Services, which means:

You purchase access to our Services from Polar.sh
Polar.sh handles all payment processing, invoicing, and sales tax/VAT collection
Polar.sh's consumer terms apply to your purchase (available at polar.sh/legal)
All payment information is handled directly by Polar.sh and is subject to their privacy policy

Midsummerr does not store your complete credit card information. We comply with PCI DSS standards by never handling or storing sensitive payment card data.

6.5 Billing Changes

We reserve the right to modify our pricing with at least 30 days' notice. Price changes will apply to:

Future credit purchases
Subsequent subscription billing cycles (if applicable)
Your continued use of the Services after a price change constitutes acceptance of the new pricing

Promotions and discounts, including their end, are governed by Section 6.11 and are not price changes under this Section.

6.6 Taxes

You are responsible for all applicable taxes related to your use of our Services. Polar.sh, as our Merchant of Record, will collect and remit applicable sales tax, VAT, GST, or similar taxes as required by law in your jurisdiction. Polar.sh automatically handles VAT for all transactions in accordance with applicable regulations.

6.7 Digital Content and Right of Withdrawal (EU Consumers)

Our Services provide digital content that is made available immediately upon purchase. By making a purchase and accessing our Services, you expressly consent to immediate performance and acknowledge that you will lose your right of withdrawal once the digital content has been delivered or the generation of your audiobook has begun. This is in accordance with EU consumer protection laws regarding digital content. If you are an EU consumer, you benefit from any mandatory provisions of the law of your country of residence, and nothing in these Terms affects those rights.

6.8 Failed Payments

If a payment fails, we may suspend or restrict access to your account until payment is received. We reserve the right to terminate accounts with outstanding balances.

6.9 Refunds

We offer a refund policy for unused credits. Please see our Refund Policy for complete details:

Unused credits are refundable within 14 days of purchase
Used credits (credits already consumed for generation) are not refundable
Partial refunds are calculated based on remaining credits multiplied by the price per unit at time of purchase
To request a refund, email support@midsummerr.com with your order ID

6.10 No Obligation to Purchase

There is no minimum purchase requirement. You may purchase credits as needed and use our Services at your own pace.

6.11 Promotions and Discounts

We may offer promotions, sales or discounts on some or all of our Services. Unless a promotion states otherwise:

Our discretion: Each promotion is offered at our discretion. We may change, suspend or end any promotion at any time, without prior notice.
When it applies: A promotional price applies only to generation you start while the promotion is live. Each chapter is priced when you send it to generate, and that price stands even if the promotion ends while the chapter is still generating.
After it ends: When a promotion ends, prices return to the rates shown on our Site. This is not a price change under Section 6.5, and it does not affect the value of credits you hold under Section 6.2.
Scope: A promotion applies only to the Services and accounts it names. It does not change the price of credit purchases unless it says so, it cannot be exchanged for cash or credits, and promotions cannot be combined unless stated.

7. ACCOUNT CLOSURE AND TERMINATION

7.1 Account Closure by You

Pay-Per-Use Accounts

You may close your account at any time through your account settings or by contacting us at support@midsummerr.com
Any remaining credit balance at the time of account closure is generally non-refundable (see our Refund Policy for exceptions)
You should use or request a refund for eligible credits before closing your account

Subscription Cancellation

If you have an active subscription, you may cancel at any time through your account settings or by contacting Polar.sh customer support
You must cancel at least 48 hours before the end of your current billing period to avoid being charged for the next period
You will retain access to your subscription benefits through the end of your current billing period
Subscriptions cancelled within 14 days are eligible for a full refund (see our Refund Policy)
No refunds are provided for unused subscription periods after the 14-day window

7.2 Termination by Midsummerr

We reserve the right to suspend or terminate your account and access to our Services at any time, with or without notice, for:

Violation of these Terms or our Acceptable Use Policy
Fraudulent or illegal activity
Abuse of our Services or harm to other users
Excessive, repetitive, or automated use that places a disproportionate load on our Services, including sustained or abusive use of generation, regeneration, or editing features (see Section 8.3)
Non-payment of fees
Extended periods of inactivity
Any other reason at our sole discretion

We may take any of these actions with or without prior notice. Where practical, we will warn you before suspending or terminating your account, but we are not obligated to do so.

7.3 Effect of Termination

Upon termination:

Your right to access and use the Services immediately ceases
Unused credits are treated as described in Section 7.4 (Credits on Termination)
We may delete your account data and content after a reasonable grace period
You remain responsible for any outstanding fees or charges
Provisions that by their nature should survive termination (including intellectual property rights, disclaimers, and limitations of liability) will continue to apply

7.4 Credits on Termination

The treatment of any unused credit balance when we suspend or terminate your account depends on the reason for termination:

Termination for cause. If we suspend or terminate your account for cause — including violation of these Terms or our Acceptable Use Policy, fraud, abuse, excessive or abusive use of our Services, or non-payment — any unused credit balance is forfeited and non-refundable, to the fullest extent permitted by law.
Termination without cause. If we terminate your account for reasons unrelated to your breach or misconduct (for example, because we discontinue the Services or a feature), we will refund the value of your unused, unconsumed purchased credits, calculated at the price per unit you paid at the time of purchase.
Used credits are never refundable. Credits already consumed to generate or process content are not refundable in any case.
Promotional credits. Free, bonus, or promotional credits carry no cash value and are not refundable under any circumstances.

8. ACCEPTABLE USE POLICY

You agree not to:

8.1 Prohibited Activities

Use our Services for any unlawful purpose or in violation of these Terms
Attempt to gain unauthorized access to our systems or other users' accounts
Interfere with or disrupt the integrity or performance of our Services
Transmit viruses, malware, or other harmful code
Use automated means (bots, scrapers) to access our Services, except as permitted under our Partner API Terms or a separate written agreement with Midsummerr
Circumvent any access restrictions or security measures
Engage in activity that could damage our reputation or business
Resell or redistribute our Services, except as permitted under our Partner API Terms or a separate written agreement with Midsummerr
Create multiple accounts to evade enforcement or exploit free tiers

8.2 Content Restrictions

Do not create content that infringes copyrights or other intellectual property rights
Do not create deepfakes or unauthorized voice clones of real persons
Do not generate content that promotes illegal activities or violence
Do not create content designed to deceive, defraud, or mislead
Do not generate prohibited content as described in Section 5.4

8.3 Fair Use of Services and Resources

Our Services are provided for normal, good-faith creative use. To protect the availability, performance, and cost-sustainability of our Services for all users, you agree not to use the Services in a manner that is excessive or abusive relative to normal usage. This includes, without limitation, generating, regenerating, or editing content in an excessive, repetitive, or automated way that places a disproportionate load on our Services or that appears designed to extract value beyond the credits or fees you have paid.

We reserve the right to monitor usage patterns and, where we identify abuse, sustained excessive use, or behavior inconsistent with good-faith use, to throttle, pause, limit, or discontinue all or part of the Services for your account. Where practical we will notify you first, but we are not obligated to.

8.4 Director-Led Productions and Revisions

Certain Services are offered as "Director-Led" productions, which include human-assisted revisions to your audiobook. We do not impose a fixed limit on the number of revisions included in a Director-Led production. However, Director-Led productions are intended for reasonable, good-faith collaboration. We reserve the right to conclude the revision process after five (5) rounds of revisions where we determine, in our reasonable discretion, that further revisions reflect an abuse of the Service or a persistent misalignment of expectations that additional revisions are unlikely to resolve. Before concluding the revision process on this basis, we will communicate with you and, where appropriate, discuss alternatives.

9. AI-GENERATED CONTENT DISCLAIMER

9.1 Nature of AI Technology

Our Services use artificial intelligence and machine learning technologies. While we strive for high quality, AI-generated content may occasionally:

Contain inaccuracies or unexpected results
Produce variations in quality or consistency
Require human review and editing
Not perfectly match your expectations

9.2 No Guarantees

We do not guarantee that AI-generated Output will be error-free, suitable for all purposes, or meet your specific requirements. You are responsible for reviewing and approving all Output before distribution or commercial use.

9.3 Your Responsibility

You acknowledge that:

AI technology has limitations and may not produce perfect results
You should review Output for accuracy and quality before use
You are solely responsible for the final audiobooks you publish or distribute
Midsummerr is not liable for any issues arising from your use of AI-generated content

9.4 AI Disclosure and Markers

Output you download or export carries machine-readable markers showing it is AI-generated or contains AI-generated elements: signed provenance metadata (C2PA Content Credentials) on every file rendered from 14 October 2026, an inaudible watermark in mixed audio, and ID3 tags in MP3 files. They identify Midsummerr as the system, not you. You must not remove, alter, obscure or defeat them, or help anyone do so. Ordinary encoding, mastering or format conversion that drops metadata as a side effect is not a breach. Previews played inside the Services are unmarked and licensed only for review inside the Services. Where law (including Article 50(4) of the EU AI Act) or a distribution platform requires it, you must tell listeners the Output is AI-generated, and name a voice cloned from a real person as an AI replica of that person.

10. THIRD-PARTY SERVICES AND LINKS

Our Services may contain links to third-party websites, platforms, or services (including audiobook distribution platforms). These third-party services:

Are not owned or controlled by Midsummerr
Have their own terms of service and privacy policies
Are provided for your convenience only
Are not endorsed or guaranteed by Midsummerr

We are not responsible for the content, practices, or policies of third-party services. Your use of third-party services is at your own risk and subject to their terms.

11. PRIVACY AND DATA PROTECTION

Our collection, use, and protection of your personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference. By using our Services, you consent to our data practices as described in the Privacy Policy.

12. DIGITAL MILLENNIUM COPYRIGHT ACT (DMCA)

12.1 Copyright Policy

Midsummerr respects intellectual property rights and expects users to do the same. We will respond to valid copyright infringement notices in accordance with the Digital Millennium Copyright Act (DMCA).

12.2 Filing a DMCA Notice

If you believe your copyrighted work has been infringed, please send a notice to our designated copyright agent at legal@midsummerr.com with:

Your physical or electronic signature
Identification of the copyrighted work claimed to be infringed
Identification of the infringing material and its location
Your contact information (address, telephone, email)
A statement of good faith belief that use is unauthorized
A statement under penalty of perjury that the information is accurate and you are authorized to act

12.3 Repeat Infringers

We will terminate accounts of users who are repeat copyright infringers.

13. DISCLAIMERS

13.1 "AS IS" Service

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

13.2 No Guarantee of Availability

We do not warrant that:

The Services will be uninterrupted, timely, secure, or error-free
Results obtained from using the Services will be accurate or reliable
The quality of any products, services, information, or materials obtained through the Services will meet your expectations
Any errors in the Services will be corrected

13.3 AI Limitations

We specifically disclaim any warranties regarding the accuracy, quality, or reliability of AI-generated content. You use AI-generated Output at your own risk.

14. LIMITATION OF LIABILITY

14.1 Maximum Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, MIDSUMMERR'S TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM OR RELATED TO THE SERVICES SHALL NOT EXCEED THE AMOUNT YOU PAID TO MIDSUMMERR IN THE 12 MONTHS PRECEDING THE CLAIM, OR $100, WHICHEVER IS GREATER.

14.2 Excluded Damages

IN NO EVENT SHALL MIDSUMMERR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO:

Loss of profits, revenue, or business opportunities
Loss of data or content
Loss of goodwill or reputation
Cost of substitute services
Any other intangible losses

This limitation applies regardless of the legal theory (contract, tort, negligence, strict liability, or otherwise) and even if Midsummerr has been advised of the possibility of such damages.

14.3 Essential Purpose

Some jurisdictions do not allow exclusion of certain warranties or limitation of liability for incidental or consequential damages. In such jurisdictions, our liability is limited to the maximum extent permitted by law.

15. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless Midsummerr and our officers, directors, employees, agents, and affiliates from any claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or related to:

Your use of the Services
Your Content or Output
Your violation of these Terms
Your violation of any rights of third parties, including intellectual property rights
Your violation of applicable laws or regulations

16. DISPUTE RESOLUTION

16.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Israel, without regard to conflict of law provisions.

16.2 Jurisdiction

You agree that any legal action or proceeding arising from these Terms or your use of the Services shall be brought exclusively in the competent courts of Tel Aviv-Jaffa, Israel, and you consent to the personal jurisdiction of such courts.

16.3 Informal Resolution

Before filing any legal claim, you agree to first contact us at legal@midsummerr.com to attempt to resolve the dispute informally. We will work in good faith to resolve disputes before litigation.

17. MODIFICATIONS TO TERMS

We reserve the right to modify these Terms at any time. We will notify you of material changes by:

Posting the updated Terms on our Site with a new "Last Updated" date
Sending an email to your registered email address
Displaying a notice on our Site or through our Services

Your continued use of the Services after such notice constitutes acceptance of the modified Terms. If you do not agree to the modifications, you must stop using the Services and cancel your account.

18. GENERAL PROVISIONS

18.1 Entire Agreement

These Terms, together with our Privacy Policy and any other policies incorporated by reference, constitute the entire agreement between you and Midsummerr regarding the Services. For a business we enable for Partner API access, our Partner API Terms are also part of that agreement and prevail where they conflict with these Terms.

18.2 Severability

If any provision of these Terms is found to be invalid or unenforceable, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will remain in full force and effect.

18.3 Waiver

Our failure to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision. Any waiver must be in writing and signed by Midsummerr.

18.4 Assignment

You may not assign or transfer these Terms or your rights under these Terms without our prior written consent. We may assign these Terms at any time without notice or consent.

18.5 No Agency

Nothing in these Terms creates any agency, partnership, joint venture, or employment relationship between you and Midsummerr.

18.6 Force Majeure

We shall not be liable for any failure or delay in performance due to circumstances beyond our reasonable control, including acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, network infrastructure failures, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials.

19. CONTACT INFORMATION

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

Midsummer LTD
Email: legal@midsummerr.com
Website: https://www.midsummerr.com

For general support inquiries:
Email: support@midsummerr.com

By using Midsummerr's Services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.