Terms of Use

IMPORTANT — READ CAREFULLY: This End User License Agreement (“Agreement”) is a legal agreement between you (either an individual or a single entity) and Midifex (“we”, “our”, “us”) for the software product “Midivex” and associated services, including the website and electronic documentation (“Software”).

We have the right to all intellectual property in the Software, and the right to licence the Software. This Agreement grants you a license to and governs your use of the Software.

By installing, downloading, using or otherwise accessing the Software, you agree to be bound by this Agreement.

If you do not agree, you must not use the Software.

Interpretation

• When we use the word “includes” or “including”, that is not a form of limitation.
• The Agreement is intended to apply in all countries worldwide, except where prohibited by law or export restrictions. It is subject to the laws applying to your country to the extent they cannot be contracted out of or waived. You may have other rights, including consumer rights, under the laws of your country. This Agreement does not change those other rights if the laws of your country do not permit it to do so.
• Any provision of this Agreement that is not enforceable or becomes unenforceable does not invalidate the rest of the Agreement. The rest of the Agreement remains in effect with such changes as might be necessary to give effect to its intent without breaching local law.
• We can change this Agreement as set out in the General Terms and Conditions below.

1. Grant of License

1.1 The Software is licensed, not sold.

1.2 We grant you a non-exclusive, non-transferable license to install and use the Software on any device that you own or control, solely for your personal or internal business use, subject to the terms of this Agreement.

1.3 The Software may be installed on multiple devices, but may only be activated on up to two (2) devices at any given time.

1.4 This license continues unless ended under the provisions of this Agreement.

1.5 We may immediately end or suspend the license granted under this Agreement in accordance with the provisions set out in this Agreement, or if we in our sole opinion consider you have been or may be in breach of this Agreement.

2. Restrictions

To the extent permitted by law, you agree not to:

2.1 Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software, except to the extent that such actions cannot be prohibited by the laws of your country and they are necessary to achieve interoperability with another program.

2.2 Modify, adapt, translate, or create derivative works based on the Software.

2.3 Rent, lease, lend, sell, redistribute, sublicense, or otherwise transfer the Software to any third party except as expressly permitted.

2.4 Use the Software in any unlawful manner or for any illegal purpose under applicable laws.

2.5 Circumvent or attempt to bypass any authentication, security, or licensing mechanisms.

2.6 Use the Software in a way that could impair the operation of Midifex’s servers or networks.

2.7 Use or attempt to use the Software in connection with malware of any kind.

2.8 Breach, or attempt to breach, the intellectual property rights we hold in the Software.

3. Ownership

3.1 We and our licensors retain all rights, title, and interest in and to the Software, including intellectual property rights. You obtain no ownership rights by using the Software.

4. Termination

4.1 This Agreement is effective until terminated.

4.2 You may terminate this Agreement by deleting all copies of the Software.

4.3 Upon termination, you must stop all use of the Software and permanently delete or destroy all copies in your possession.

4.4 Subject to your statutory refund rights which remain unaffected, no refunds will be given if your license is terminated for cause.

4.5 Subject to meeting our obligations in connection with data and personal information, termination may result in your inability to access data, features, or services linked to your account.

5. Payment

5.1 The Software license can be purchased for a one-time payment. Payment details are set out on our website.

5.2 All payments are processed by third-party payment processors; Midifex does not store your payment information.

5.3 Subject to applicable law, all sales are final and non-refundable except as required by applicable law.

5.4 Digital goods are non-refundable once downloaded except as required by applicable law. If you are a consumer, subject to the consumer laws in your country, you may have 14 days after the date we confirm your order to change your mind about a purchase, but you lose this right when you start to download the Software.

6. Warranty Disclaimer

6.1 To the maximum extent permitted by law the Software is provided “AS IS” and “AS AVAILABLE”, without warranties of any kind, either express or implied. If you are a consumer and you are based in the UK or the EU, the Software is provided with a limited warranty that it will be as described, fit for purpose and of satisfactory quality.

6.2 While we take positive steps to protect the Software from malware, we cannot promise the Software will not be used by third parties to transfer malware or otherwise to cause harm to you for any reason.

6.3 You assume all responsibility for your use of the Software.

6.4 We do not guarantee that the Software will be uninterrupted, error-free, or that defects will be corrected.

6.5 If our online services are unavailable, some or all Software functionality may cease to operate.

6.6 We may modify, suspend, or discontinue any aspect of the Services at any time without notice or liability to you.

6.7 The Software requires online sign-in to function, and certain features may not be available offline or in the event the Midivex website is unavailable.

6.8 Nothing in this Agreement excludes or limits any rights you may have under mandatory consumer protection laws in your country of residence that cannot be waived. However, all statutory, contractual or implied limits on our liability available to us in your jurisdiction apply to our relationship and the Software.

7. Limited Liability

7.1 Our total liability to you will be limited to the amount you have paid to us for the Software, except where liability cannot be excluded or limited under applicable consumer law and this includes liability for fraud or fraudulent misrepresentation.

7.2 If you are a business, in no event will Midifex be liable for indirect, incidental, consequential, special, punitive, or exemplary damages, unless required by applicable law.

7.3 If you are a consumer, Midifex will not be liable for losses you suffer if the loss is unexpected. This means that we are not liable for losses you suffer if it was not obvious that it would happen and nothing you said to us before we accepted your order meant we should have expected it.

7.4 Where permitted by applicable law, you waive the right to participate in any class action or class-wide arbitration against Midifex.

7.5 While all consumer rights under local law remain unaffected, all statutory, contractual or implied limits on our liability available to us in your jurisdiction that limit our liability to you, or anyone claiming through you, apply to any loss, cost or harm arising out of or in connection with our relationship, this Agreement and the Software.

8. Indemnity

8.1 Subject to other provisions of this Agreement and to the extent permitted by law, you agree to indemnify, defend, and hold harmless Midifex, its directors, officers, employees, and affiliates from any claims, damages, liabilities, costs, and expenses arising out of or in connection with your use of the Software or any breach of this Agreement.

9. Revisions

9.1 We may update or revise this Agreement at any time by posting a new version on our website or within the Software. You will also be notified of material changes.

9.2 Continued use of the Software after changes are posted and notified constitutes your acceptance of the revised Agreement, subject to your rights under applicable law to reject unfair contract terms.

10. Eligibility

10.1 You must be at least 18 years old to use the Software.

10.2 If you are under 18, you may only use the Software with the consent, supervision, and involvement of a parent or legal guardian who agrees to be bound by this Agreement on your behalf.

10.3 By allowing a minor to use the Software, the parent or guardian becomes the licensee and agrees to be fully responsible for the minor’s use, including any payments, legal liability, and compliance with these terms.

11. Governing Law

11.1 To the extent permitted by applicable law:

• You agree that this Agreement is formed in New Zealand.
• This Agreement shall be governed by the laws of New Zealand with the courts of New Zealand having exclusive jurisdiction.
• If you are a consumer resident in the EU, UK, Australia, or another jurisdiction with mandatory consumer protections, you may also bring proceedings in your home country.
• Before commencing legal proceedings, you agree to attempt to resolve the dispute in good faith by electronic communication with us. If no resolution is reached within 30 days of initial contact, either party may commence formal legal action.
• You waive any objection to New Zealand being an inconvenient forum for legal proceedings, and you agree not to bring or participate in any class action or class-wide arbitration against us.

11.2 If you reside in Australia, our Software comes with guarantees that cannot be excluded under the Australian Consumer Law. If you are a consumer under Australian Consumer Law: for a major failure you are entitled to cancel and to receive a refund for any unused fees or to compensation for its reduced value; you are entitled to have the Software repaired or replaced if it fails to be of acceptable quality and the failure does not amount to a major failure; you are also entitled to a replacement or refund and compensation for any other reasonably foreseeable loss or damage from a failure in the service.

11.3 If you reside in New Zealand: You agree that if you acquire our Software in trade or otherwise for business purposes, it is fair and reasonable that the provisions of the Consumer Guarantees Act 1993 should not apply to our Software.

12. Privacy & Data Protection

12.1 We collect and process personal data as required to operate the Software. Our processing of personal information complies with the New Zealand Privacy Act 2020, the European Union and UK GDPR, the California Consumer Privacy Act (CCPA) and other US state laws, and the Australian Privacy Act 1988 (Cth).

12.2 By using the Software, you acknowledge that you have read our Privacy Policy. In jurisdictions where mandatory rights apply (e.g., GDPR data subject rights, CCPA opt-out rights), those rights are not excluded by this Agreement.

13. Entire Agreement

This Agreement constitutes the entire agreement between you and us regarding the Software and supersedes all prior understandings, whether written or oral.

Contact: sales@midifex.com