Effective Date: August 20, 2024
Introduction
These Terms and Conditions ("Agreement") govern the access and use of services provided by MIDLY LABS INC, a Georgia Corporation with its principal office located at 3343 Peachtree Rd NE Ste 145, Atlanta, GA 30326, United States ("Provider"). By accessing or using the services provided by MIDLY LABS INC ("Services"), the customer ("Customer") agrees to be bound by these terms.
1. Definitions
(a) Aggregated Statistics: Refers to data and information related to Customer's use of the Services, utilized by Provider in an aggregate and anonymized manner to compile statistical and performance information related to the Services.
(b) Authorized User: Any employee, consultant, contractor, or agent of the Customer who is authorized to use the Provider System under the rights granted by this Agreement and for whom access has been purchased.
(c) Customer Data: Information, data, and other content submitted, posted, or transmitted by Customer or Authorized Users through the Provider System, excluding Aggregated Statistics.
(d) Downloadable Software: Tools or software made available by Provider for download to facilitate access to or use with the Services, including updates provided by the Provider.
(e) Provider IP: The Provider System, SaaS Documentation, and all intellectual property provided to the Customer or any Authorized User, including Aggregated Statistics and any information derived from monitoring Customer's use of the Services or Downloadable Software, excluding Customer Data.
(f) Provider System: The Services and Downloadable Software provided by Provider.
(g) SaaS Documentation: Provider's manuals, handbooks, and guides related to the Services, available either electronically or in hard copy.
(h) Services: The software-as-a-service offering provided by MIDLY LABS INC as described on the Provider’s website or related documentation.
2. Access and Use
(a) Provision of Access: Provider grants Customer a non-exclusive, non-transferable right to access and use the Services during the term of this Agreement, subject to payment of fees and compliance with all terms herein. Access is limited to Authorized Users for internal business use only. Provider will provide the necessary credentials to access the Services.
(b) Downloadable Software and Documentation License: Provider grants Customer a non-exclusive, non-sublicensable, non-transferable license to use the Downloadable Software and SaaS Documentation solely for internal business purposes during the term of this Agreement.
(c) Use Restrictions: Customer shall not use the Provider IP beyond the scope of this Agreement and shall not engage in activities such as copying, modifying, reverse engineering, or sublicensing the Provider IP.
(d) Reservation of Rights: Provider reserves all rights not expressly granted under this Agreement. No rights or licenses are granted by implication, waiver, estoppel, or otherwise, except as explicitly provided in this Agreement.
(e) Suspension: Provider may suspend Customer's or any Authorized User's access to the Services if necessary, due to security risks, legal requirements, or any breach of this Agreement. Provider will use commercially reasonable efforts to notify the Customer of such suspension and resume Services as soon as possible.
(f) Aggregated Statistics: Provider may monitor Customer's use of the Services and collect Aggregated Statistics, which Provider owns. Provider may use these statistics in accordance with applicable laws.
3. Customer Responsibilities
(a) General: Customer is responsible for all actions taken by Authorized Users under this Agreement. Customer must ensure Authorized Users comply with the terms of this Agreement.
4. Fees and Payment
(a) Fees: Customer agrees to pay all fees as set forth by the Provider without offset or deduction. Payments must be made in US dollars by the due date. Late payments may incur interest charges.
(b) Taxes: All fees are exclusive of taxes, and the Customer is responsible for all applicable taxes, except those based on Provider's income.
(c) Auditing Rights: Provider may audit Customer’s records to verify compliance with this Agreement. If underpayment is discovered, Customer must promptly pay the owed amounts with interest.
5. Confidential Information
(a) Confidentiality: Both parties may share confidential information during the term of this Agreement. Such information must be protected and only disclosed as necessary to fulfill the obligations under this Agreement.
6. Intellectual Property Ownership
(a) Provider IP: Provider retains all intellectual property rights in the Provider IP.
(b) Customer Data: Customer retains all rights in the Customer Data but grants Provider a license to use the data as necessary to provide the Services.
7. Warranty Disclaimer
Provider IP is provided "as is" without any warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, or non-infringement.
8. Indemnification
(a) Provider Indemnification: Provider will indemnify Customer against claims that the Services infringe on third-party intellectual property rights, provided Customer notifies Provider promptly and cooperates in the defense.
(b) Customer Indemnification: Customer will indemnify Provider against claims arising from Customer Data or unauthorized use of the Provider IP.
9. Limitations of Liability
Provider's liability is limited to direct damages not exceeding the fees paid by the Customer in the 12 months preceding the event giving rise to the claim. Provider is not liable for indirect, incidental, or consequential damages.
10. Term and Termination
(a) Term: This Agreement remains in effect until terminated by either party.
(b) Termination: Provider may terminate the Agreement if Customer fails to comply with its terms, including payment obligations.
11. Governing Law
This Agreement is governed by the laws of the State of Georgia. Any disputes will be resolved in the courts of Atlanta, Georgia.
12. Miscellaneous
(a) Entire Agreement: This Agreement constitutes the entire understanding between the parties regarding the subject matter.
(b) Amendment: Modifications to this Agreement must be in writing and signed by both parties.
(c) Severability: If any provision is found to be unenforceable, the remaining provisions will remain in effect.
(d) Assignment: Customer may not assign its rights under this Agreement without Provider’s written consent.
(e) Equitable Relief: Both parties acknowledge that a breach of confidentiality or intellectual property rights may result in irreparable harm, entitling the non-breaching party to seek equitable relief.
By using the Services, Customer agrees to these Terms and Conditions.
