Midaxo customer terms of service

1. For the purposes of these terms the parties are identified as follows:
   
   1. Midaxo, hereafter referred to as the “Provider”.
   2. Customer, hereafter referred to as the “Subscriber”.

2. The terms and conditions in this document apply to the Provider’s Service.

3. The execution of the initial Service Order Form by the Parties fully constitutes agreement to the terms of the services detailed in this document, including the any appendices and is effective from the Subscription Start Date.

4. During the validity of the Agreement, the Parties may agree on additional Service Order Forms to modify the Subscriber’s Subscription.

1. “Admin User” means the Subscriber’s main operator of the Service as may be amended from time to time upon written notice by the Subscriber to the Provider, including email.

2. “Agreement” or “Customer Terms of Service” means the General Terms and all materials referred to or linked to in this document, unless otherwise stated.

3. "Affiliate" means any entity which directly or indirectly controls, is controlled by, or is under common control with a party to this Agreement. For purposes of this definition, control means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

4. “Confidential Information” means all confidential information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential, including, but not limited to, information relating to the business, prospective business, technical processes, computer software, intellectual property rights or finances of either of the Parties. or a reasonable person would consider confidential.

5. “Initial Term” means the first term, in full calendar months, of the Subscriber’s Subscription and use of the Service as noted in the Service Order Form.

6. “Provider Content” means the Provider’s templates, playbooks, reports, configurations, documents, materials, and workflows included in the Service or shared with the Subscriber during the sales process or during the validity of this Agreement.

7. “Service” means the Provider’s secure, web-based platform and products as detailed in Appendix B (Scope of Service) and as updated from time to time.

8. “Service Order Form” means an online or printable form that is executed by the Subscriber and Provider in detailing the products, services, and term of the subscription.

9. “Subscription” means the Subscriber’s Service scope and terms as defined in the applicable Service Order Form(s).

10. “Subscription Fee” means the total fees payable for the Subscription by the Subscriber to the Provider as defined in the applicable Service Order Form(s).

11. “Subscription Anniversary Date” means the first day of the Initial Term and the subsequent annual renewal terms, as detailed in the Service Order Form.

12. “Subscription Start Date” means the date when the Subscriber actually begins to use the Service as noted on the Service Order Form.

13. “User” means a Subscriber’s personnel, contractors, agents, or a person identified and invited by the Subscriber to use the Service. Each User requires a valid Subscription.

1. Subject to the Subscriber’s payment of fees for the Service as set out on the Service Order and during the term of the Agreement, the Provider:

1. Grants to the Subscriber a non-exclusive and non-transferable right (except in connection with a transfer or assignment permitted under Section 17) to use the Service and Provider Content.

2. Grants to the Subscriber a non-exclusive and non-transferable right (except in connection with a transfer or assignment permitted under Section 17) to use any third-party products or software that are included in the Service.

2. After expiration of this Agreement, the Subscriber has a right to use the Provider Content included in the Service for its internal use only. The Subscriber does not have a right to license, sublicense, sell, resell, transfer, assign, distribute, or otherwise commercially exploit or make available to any third party such content in any way.

3. The Subscriber must ensure that all access, use and receipt by its Users is subject to and in compliance with this Agreement.

4. The Subscriber shall not:

1. License, sublicense, sell, resell, transfer, assign, distribute, or otherwise commercially exploit the Service.

2. Make derivative works based on the Service.

3. Reverse engineer or access the Service in order to: (i) build a competitive product or service, (ii) build a product using similar ideas, features, functions, or graphics of the Service, or (iii) copy any ideas, features, functions, or graphics of the Service.

5. The Subscriber shall not knowingly do any of the following in connection with its use of the Service:

1. Send or store infringing, obscene, or otherwise unlawful material.

2. Send or store material containing software viruses or other harmful computer code.

3. Interfere with or disrupt the integrity or performance of the Service or the data contained therein.

4. Attempt to gain unauthorized access to the Service or its related systems or networks.

6. The Provider shall comply with and provide the Service in accordance with (i) the terms of the Service Level Agreement set out in Appendix A of this document, and (ii) all applicable laws, rules, and regulations.

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