Last Updated: Feb 22, 2017
Midex Enterprises Ltd. (“Midex Software”, “We” or “Us” and terms of similar meaning) provides the Midex Time Control website and the services provided by or through the website subject to these terms and conditions of use (the “Terms of Service”).
By accessing or using the website (the “Site”) and services you agree to be legally bound by these Terms of Service, and all terms, policies and guidelines incorporated by reference in these Terms of Service. If you do not agree with these Terms of Services, you may not access the Site or use the Services. Midex Software, including its affiliates as applicable, reserves all of its rights at law and equity, including the right to block access to this Site if you violate any of these terms.
Midex Software reserves the right to change or modify any of the terms and conditions contained in these Terms of Service, or any policy or guideline applicable to the Services, at any time and in its sole discretion. Any such changes will be posted on this Site and your continuing use of the Site and/or Services will constitute your acceptance of such changes. If you do not agree with the changes, you can cancel your account with Midex Software without further obligation, except for the amount due for the balance of the billing period in which you cancel your account (if your billing period is monthly we will prorate your account to the nearest month-end after cancellation), if applicable. You should from time-to-time review the Terms of Services and any policies and documents incorporated in them. The Terms of Service will always show the ‘last updated’ date at the time.
Through the Site, Midex Software provides online time and attendance software and associated services, including Midex Time Control, Midex TimeClock Service, TimeClock Admin, TimeClock Attendance Manager, HandPunch Service, HandPunch Admin, HandPunch Attendance Manager and Midex Web Time Clock, (collectively, the “Services”). In these Terms of Services, our customers and their employees and other persons whom they give access to their account are called “Users”.
The Services are for your own internal use only. You may not resell, lease or provide them in any other way to anyone else, except as expressly permitted by Midex Software pursuant to these Terms of Services.
Midex reserves the right from time to time, in its absolute discretion without incurring any liability to Customer, to change the features, program functionality, specifications and make modifications to the Services. Midex will endeavor to provide reasonable advance written notice thereof to you.
Pursuant to these Terms of Services all content available through the Services, including all information, data, logos, marks, designs, graphics, pictures, sound files, other files, and their selection and arrangement is referred to as “Content”. Content provided by Subscribers is called “User Content”. This includes, time and attendance entries made by your employees through the Midex Web Time Clock or Midex’s standalone time clocks (HandPunch, Fingerprint Reader, Card Reader and Face Recognition Reader) and registrations transferred from through Midex Time Clock Service, HandPunch Attendance Manager and Time Clock Attendance Manager. Content provided by Midex Software is called “Services Content”.
You shall be solely responsible for your own User Content and the consequences of submitting and publishing your User Content on the Site through using the Services. You affirm, represent, and warrant that you own or have the necessary licenses, rights, consents, and permissions to provide the User Content you submit, including, but not limited to, obtaining applicable consents from identifiable individuals and, in the case of third party copyrighted material, permission from the rightful owner of the material and to grant Midex Software all of the license rights granted herein. For clarity, you retain all of your ownership rights in your User Content. However, by providing User Content to Midex Software, you hereby grant Midex Software a worldwide, non-exclusive, royalty-free, sub-licensable and transferable license to use, reproduce, archive, transmit, create derivative works, cache, and otherwise use the User Content in connection with the Service or Site and Midex Software’s (and its successors’ and affiliates’) business so that Midex Software may provide the Services to you. You also grant Midex Software a royalty-free, sub-licensable and transferable license to use aggregated and anonymized User Content research and analytics purposes.
License to Use the Services and Midex Software’s Content
Midex Software grants to you, and your authorized Users, a limited, revocable, non-exclusive, non-sub licensable, non-transferable license to use and access the Services and Services Content for your own internal use according to the terms of your subscription, and not for resale or further distribution. Your right to use the Services and Services Content is limited by all terms and conditions set forth in these Terms of Service
Except for this license granted to you, Midex Software and its licensors retain all right, title and interest in and to the Services, including all related intellectual property rights. The Services are protected by applicable intellectual property laws, including Canadian copyright law and international treaties.
Except as otherwise explicitly provided in these Terms of Services or as may be expressly permitted by applicable law, you will not, and will not permit or authorize any third party to: (i) reproduce, modify, translate, enhance, decompile, disassemble, reverse engineer or create derivative works of any of the Services; (ii) rent, lease or sublicense access to any of the Services; or (iii) circumvent or disable any security or technological features or measures of the Services; (iv) use the Services in a manner that overburdens, or that threatens the integrity, performance, or availability of, the Services; (v) use any robot, spider, scraper or other automated means to access the Site, or attempting to “crash” a host; or (vi) remove, alter, or obscure any proprietary notices (including copyright and trademark notices) on any portion of the Services. You shall not use the Site or Services to advertise to or solicit, any user to buy or sell any products or services.
Midex Software may remove any User Content and user accounts at any time for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such User Content), or for no reason at all.
You may download materials displayed on the Site for supporting your use of the Site, provided that you retain all copyright and other proprietary notices contained in such materials.
Accounts, Passwords and Security.
In using the Site, you will be required to open an account and complete the registration process by providing Midex Software with current, complete and accurate information, as prompted by the applicable registration form.
You acknowledge that by providing any registration information to Midex Software, directly or indirectly, which is untrue, inaccurate, not current or incomplete, Midex Software reserves the right to terminate your continued access and use of the Site and/or Services.
You are solely responsible for the activity that occurs on your account, including the activity of your authorized Users, and you must keep your account secure. You shall not select or use as an account username a name of another person with the intent to impersonate that person; a name subject to any rights of a person other than you without appropriate authorization; or a name that is offensive, vulgar or obscene. In such instances, Midex Software reserves the right to terminate your continued access and use of the Site and/or Services.
You agree to notify Midex Software immediately of any unauthorized use of your account or any other breach of security. Midex Software will not be liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge. However, you may be held liable for any losses incurred by Midex Software or another party due to someone else using your account or password.
Our Services include free services (Midex Time Control Express) and subscription services (the “Subscription Services”). The Subscription Services are provided by Midex Software for a fee or other charge. If you elect to use the Subscription Services, you agree to the terms of sale, pricing, payment and billing policies applicable to such fees and charges. Midex Software may add new services for additional fees and charges, or amend fees and charges for existing service, at any time in its sole discretion, but will provide you with at least sixty (60) days notice prior to any new fees or charges coming into effect.
All information that you provide in connection with a purchase or transaction or other monetary transaction interaction with the Subscriptions Services must be accurate, complete, and current. You are responsible for all taxes applicable to the fees and charges in connection with the Subscription Services.
You agree to indemnify and hold harmless Midex Software, its parents, affiliates, customers, vendors, officers, licensors, agents, contractors and employees, from all demands, claims, proceedings, awards, action, damages, losses, costs, charges and expenses, including legal fees, incurred by or made against Midex Software, which result from or relate to your use of the Site or Services and any violation of these Terms of Services, including, but not limited to, any violation of any third party rights with respect to your User Content. You will give Midex Software prompt notice of any such demand, claim or proceeding that you are aware of.
The Services, including all information and services content contained on this site, are provided on an “as is” and “as available” basis. To the maximum extent permitted by applicable law, the Services are provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, or non-infringement. No advice or information, whether oral or written, obtained by you from Midex Software or through the service will create any warranty not expressly stated herein. Without limiting the foregoing, Midex Software, its subsidiaries, and its licensors do not warrant that the content is accurate, reliable or correct; that the Services will meet your requirements; that the Services will be available at any particular time or location, uninterrupted or secure; or that any defects or errors will be corrected.
Midex Software does not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through the Midex Software service or any hyperlinked website or service, and Midex Software will not be a party to or in any way monitor any transaction between you and third-party providers of products or service.
Links to Third-Party Sites
This Site may contain a number of links to third-party websites. Midex Software does not control these linked sites, which you may use at your own risk, and is not responsible for the contents of any linked website, any link contained in a linked website, or any changes or updates to such websites. Midex Software makes no representation, warranty or endorsement whatsoever about any other website which you may access through this Site.
Limitation of Liability
To the maximum extent permitted by applicable law, in no event shall Midex Software, its affiliates, agents, directors, employees, suppliers or licensors be liable for any direct, indirect, punitive, incidental, special, consequential or exemplary damages, including without limitation damages for loss of profits, goodwill, use, data or other intangible losses, that result from the use of, or inability to use, this service. Under no circumstances will Midex Software be responsible for any damage, loss or injury resulting from hacking, tampering or other unauthorized access or use of the service or your account or the information contained therein.
To the maximum extent permitted by applicable law, Midex Software assumes no liability or responsibility for any (i) errors, mistakes, or inaccuracies of the services content; (ii) personal injury or property damage, of any nature whatsoever, resulting from your access to or use of our services; (iii) any unauthorized access to or use of our secure servers and/or any and all personal information stored therein; (iv) any interruption or cessation of transmission to or from the services; (v) any bugs, viruses, trojan horses, or the like that may be transmitted to or through our services by any third party; and/or (vi) any errors or omissions in any user content or for any loss or damage incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available through the service. In no event shall Midex Software, its affiliates, agents, directors, employees, suppliers, or licensors be liable to you for any claims, proceedings, liabilities, obligations, damages, losses or costs in an amount exceeding the amount you paid to Midex Software during the two months prior to the date of any claim.
This limitation of liability section applies whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if Midex Software has been advised of the possibility of such damage. The foregoing limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction.
Trademarks The trademarks and logos displayed on this Site are the property of Midex Software or other third parties. You are not permitted to use any of these trademarks without the prior written consent of Midex Software or the third party.
Midex Software may terminate or suspend any all Services, your access to the Site, and your account immediately, without prior notice or liability, if you breach any of the terms or conditions of these Terms of Service, if there is a risk of harm to our property or third parties, if we are required to in compliance with law. Midex Software will endeavour to provide you advance notice of any suspension or termination, but Midex Software’s exercise of its rights hereunder will be without any liability to you whatsoever. In addition to Midex Software’s termination rights describe above, Midex Software may terminate or suspend your Services in the following circumstances:
- Free edition (Express) – if your account is inactive for three (3) months, then your account will deactivated and Midex Software will delete your User Content and data associated with your account.
- Paying services – if you do not pay all fees and charges within fourteen (14) days of the date of invoice, your account will be suspended and you will be unable to access your records and other Content (although data from devices will continue to be transferred to the Midex Control Transfer). If fees and charges remain unpaid for thirty (30) days from the date of invoice, such data will cease to be transferred. After three (3) months, Midex Software will terminate your account and all User Content and data associated with your account will be deleted.
You may terminate your use of the Services including your agreement to these Terms of Services on one (1) month’s prior notice. If you terminate your use of the Services, you must pay all fees owing as of the effective termination date.
Upon termination of your account, your right to use the Services and Site will immediately cease, the licence to use the Services will terminate, and all User Content and data associated with your account will be deleted as described above. All provisions of the Terms of Service which by their nature should survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability, will survive termination.
This Site uses administrative, contractual, physical, and technical means to protect against the unauthorized access to personal information, such as confidentiality agreements with employees, firewalls, Secure Sockets Layer protocol, user names and passwords. Although Midex Software takes reasonable steps concerning security of this Site, no Site is completely secure from unauthorized access.
Jurisdiction This Site originates in Canada. It shall be governed by and construed in accordance with the laws of the province of Ontario and the federal laws of Canada applicable therein. All disputes, proceedings or claims arising out of or in connection with this Site will be subject to the exclusive jurisdiction of the Courts of the province of Ontario.
No agency, partnership, joint venture, or employment is created as a result of these Terms of Services and you do not have any authority to bind Midex Software in any respect whatsoever. Any consent by a party to, or waiver of breach by the other, whether express or implied, will not constitute a consent to or waiver of or excuse for any other different or subsequent breach unless such waiver or consent is in writing and signed by the party claimed to have waived or consented. Except as otherwise provided herein, no term or provision will be deemed waived and no breach excused. These Terms of Service constitute the entire agreement between the parties hereto with respect to the subject matter hereof and cancels and supersedes any prior understandings and agreements between the parties hereto with respect thereto. In the event that any one or more provisions contained in these Terms of Service are held to be invalid, illegal or unenforceable, such invalidity, illegality or unenforceability will not affect any other provisions of these Terms of Service and these Terms of Services will be construed as if such invalid, illegal or enforceable provision had never been contained herein.
If you have any questions concerning these Terms of Service, please use the “Contact Us” page on this Site.