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Midgard Suites End User License Agreement

Effective Date: September 25, 2026
Licensor: Midgard Ledgers ("Midgard," "we," "us," "our"), Orlando, Florida
Contact: jrm@midgardledgers.financial

This End User License Agreement ("Agreement") governs access to and use of Midgard Suites, including Midgard Practice Manager, Fixed Asset Manager, Amortization Calculator, and any related web, desktop, or hosted components, updates, and documentation (collectively, the "Software"). By creating an account, clicking "I Agree," installing, or using the Software, you agree to this Agreement. If you accept on behalf of a firm or other entity ("Customer"), you represent that you have authority to bind it.

1. Definitions

  • Customer / Firm: the entity that holds the subscription and is the billing tenant.
  • Authorized User: an individual the Customer invites and permits to use the Software under its account.
  • Customer Data: data submitted to the Software by or for Customer, including client records, workflows, documents, fixed-asset registers, depreciation data, and loan schedules.
  • Modules: the individual applications within Midgard Suites enabled by Customer's subscription.

2. License Grant

Subject to this Agreement and payment of applicable fees, Midgard grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the subscription term to access and use the Modules it has subscribed to, solely for Customer's internal business purposes, including providing services to Customer's own clients, by its Authorized Users.

3. Restrictions

Customer shall not, and shall not permit anyone to:

  1. copy, modify, or create derivative works of the Software;
  2. reverse engineer, decompile, or disassemble the Software, except as expressly permitted by law;
  3. sell, resell, rent, lease, sublicense, or offer the Software as a service bureau or to third parties outside Customer's firm;
  4. share login credentials or exceed purchased user or module limits;
  5. circumvent access controls, entitlements, tenant isolation, or security measures, or attempt to access another firm's data;
  6. use the Software for unlawful purposes or to store malicious code or content Customer has no right to store;
  7. use the Software to build a competing product or for benchmarking published without consent.

4. Accounts and Security

Customer is responsible for all activity under its account, for managing Authorized Users and roles, and for keeping credentials confidential. Customer must notify Midgard promptly of any unauthorized use.

5. Subscriptions, Fees, and Trials

  1. Fees are set out in the applicable order, pricing page, or checkout and are billed in advance through our payment processor (e.g., Stripe).
  2. Subscriptions renew automatically for the same term unless cancelled before renewal.
  3. Fees are non-refundable except as required by law or expressly stated by Midgard.
  4. Midgard may suspend access for non-payment after notice.
  5. Trial or beta access is provided "as is," may be limited or ended at any time, and may be subject to data deletion at trial end.
  6. Customer is responsible for applicable taxes other than taxes on Midgard's income.

6. Customer Data

  1. Ownership. Customer retains all rights in Customer Data. Midgard claims no ownership of it.
  2. License to Midgard. Customer grants Midgard a limited license to host, process, back up, and display Customer Data solely to provide, secure, and support the Software and as described in the Privacy Policy.
  3. Customer responsibilities. Customer is responsible for the accuracy and lawfulness of Customer Data and for obtaining any consents and giving any notices required to submit its clients' information, including obligations under IRC §7216, the FTC Safeguards Rule (GLBA), and applicable professional standards.
  4. Export and deletion. During the term, Customer may export its data using available features. After termination, Midgard will make Customer Data available for export for 30 days, then delete it in accordance with its retention practices, except where retention is required by law or within routine backups that expire on schedule.

7. Professional Responsibility Disclaimer

The Software is a tool that assists with calculations, recordkeeping, and workflows. It does not provide tax, legal, accounting, or financial advice. Depreciation methods, conventions, capitalization thresholds, amortization results, deadlines, and other outputs depend on user inputs and settings and must be reviewed by a qualified professional. Customer is solely responsible for all filings, returns, financial statements, client advice, and professional judgments made using the Software.

8. Intellectual Property

The Software, including all code, designs, trademarks (including "Midgard Suites" and "Midgard Ledgers"), and documentation, is owned by Midgard or its licensors and is protected by law. No rights are granted except as expressly stated. If Customer provides feedback, Midgard may use it without obligation.

9. Third-Party Services

The Software relies on third-party providers (for example, hosting, database, authentication, email, and payment services). Integrations Customer enables are governed by those providers' terms. Midgard is not responsible for third-party services it does not control.

10. Updates and Availability

Midgard may update, modify, or discontinue features. Midgard will use commercially reasonable efforts to keep hosted Modules available but does not guarantee uninterrupted service. Planned maintenance will be announced where practical. Midgard will not materially reduce core functionality of a paid Module during a paid term without notice and, where appropriate, a pro-rated refund.

11. Confidentiality and Security

Midgard will maintain reasonable administrative, technical, and physical safeguards designed to protect Customer Data, including tenant-level access controls, encryption in transit, and separation of production and test environments. Midgard will notify Customer without undue delay of a confirmed security incident affecting Customer Data, as required by law.

12. Warranty Disclaimer

EXCEPT AS EXPRESSLY STATED, THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE." MIDGARD DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTY THAT CALCULATIONS OR OUTPUTS WILL BE ERROR-FREE OR COMPLIANT WITH ANY TAX LAW.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW: (A) MIDGARD WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, PENALTIES, INTEREST, OR TAX ASSESSMENTS; AND (B) MIDGARD'S TOTAL LIABILITY FOR ALL CLAIMS WILL NOT EXCEED THE FEES CUSTOMER PAID IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.

14. Indemnification

Customer will defend and indemnify Midgard against third-party claims arising from Customer Data, Customer's professional services, or Customer's violation of this Agreement or law.

15. Term and Termination

This Agreement lasts while Customer has an active subscription or account. Either party may terminate for material breach not cured within 30 days after notice. Midgard may suspend immediately to prevent security harm or unlawful use. Sections 3, 6.4, 7, 8, and 12–18 survive termination.

16. Desktop / Installed Components

If any Module is installed locally, Customer may install it on devices controlled by Authorized Users within the licensed seat count. Customer must uninstall it upon termination. Local data stored on Customer's devices is Customer's responsibility to secure and back up.

17. Export and Government Use

Customer will comply with U.S. export laws. Government use is subject to this Agreement as "commercial computer software."

18. General

  1. Governing law and venue: Laws of the State of Florida, without regard to conflict-of-laws rules; exclusive venue in the state or federal courts located in Orange County, Florida.
  2. Changes: Midgard may update this Agreement with at least 30 days' notice for material changes; continued use after the effective date constitutes acceptance.
  3. Assignment: Customer may not assign without consent, except in a merger or sale of substantially all assets. Midgard may assign freely.
  4. Entire agreement: This Agreement, the Privacy Policy, and any order form constitute the entire agreement. If a provision is unenforceable, the rest remains in effect. No waiver unless in writing.
  5. Notices: To Midgard at jrm@midgardledgers.financial; to Customer at the account email.