Madiwor Terms & Conditions
It is important that you read carefully the following Terms & Conditions before you start to use Madiwor Cloud MIS
Your Madiwor AccountCustomer is responsible for maintaining the security of the account, and is fully responsible for all activities that occur under the account and any other actions taken in connection with the account. Customer must immediately notify Madiwor of any unauthorized uses of the account or any other breaches of security. Madiwor will not be liable for any acts or omissions by Customer, including any damages of any kind incurred as a result of such acts or omissions.
Payment of FeesCustomer will pay Madiwor the applicable fees described in our website or in the project quote for the Services and Implementation Services in accordance with the terms therein (the “Fees”). If Customer’s use of the Services exceeds the Service Capacity set forth on the Order Form or otherwise requires the payment of additional fees (per the terms of this Agreement), Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided herein. Madiwor reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term or thencurrent renewal term, upon reasonable prior notice to Customer (which may be sent by email). Your continued use of the Service after the Subscription fee change comes into effect constitutes your agreement to pay the modified Subscription fee amount. If Customer believes that Madiwor has billed Customer incorrectly, Customer must contact Madiwor no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Madiwor’s customer support department. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service. Customer shall be responsible for all taxes associated with Services other than U.S. taxes based on Madiwor net income.
Restrictions and ResponsabilitiesCustomer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Madiwor or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels. With respect to any software in Madiwor devices that is distributed or provided to Customer for use on Customer premises, Madiwor hereby grants Customer a non-exclusive, non-transferable, non-sublicensable license to use such Software during the Term only in connection with the Services. Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent. Customer represents, covenants, and warrants that Customer will use the Services only in compliance with Madiwor´s standard published policies then in effect (the “Policy”) and all applicable laws and regulations. [Customer hereby agrees to indemnify and hold harmless Madiwor against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of Services.] Although Madiwor has no obligation to monitor Customer’s use of the Services, Madiwor may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.ks.
Intellectual PropertyThis agreement does not transfer from Madiwor to Customer any Madiwor or third party intellectual property, and all right, title and interest in and to such property will remain (as between the parties) solely with Madiwor. Madiwor, madiwor.com, the Madiwor logo, and all other trademarks, service marks, graphics and logos used in connection with the Madiwor App, or the website are trademarks or registered trademarks of Madiwor or Madiwor’s licensors. Other trademarks, service marks, graphics and logos used in connection with the website may be the trademarks of other third parties. Your use of the website grants Customer no right or license to reproduce or otherwise use any Madiwor or third-party trademarks.
Confidentiality; Propietary RightsEach party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Madiwor includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of Customer includes non-public data provided by Customer to Madiwor to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law. Customer shall own all right, title and interest in and to the Customer Data[, as well as any data that is based on or derived from the Customer Data and provided to Customer as part of the Services] Madiwor shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Implementation Services or support, and (c) all intellectual property rights related to any of the foregoing. [Notwithstanding anything to the contrary, Madiwor shall have the right collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Madiwor will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Madiwor offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business.] No rights or licenses are granted except as expressly set forth herein.
ChangesMadiwor reserves the right, at its sole discretion, to modify or replace any part of this agreement. It is your responsibility to check this agreement periodically for changes. Your continued use of or access to the website following the posting of any changes to this agreement constitutes acceptance of those changes. Madiwor may also, in the future, offer new services and/or features through the website (including, the release of new tools and resources). Such new features and/or services shall be subject to the terms and conditions of this agreement.
Term and TerminationIf you wish to terminate this agreement or your Madiwor App account you are solely responsible to do so and must do it by contacting to Madiwor’s customer support department. Subject to earlier termination as provided below, this Agreement is for the Initial Service Term as specified in the Order Form, and shall be automatically renewed for additional periods of the same duration as the Initial Service Term (collectively, the “Term”), unless either party requests termination at least thirty (30) days prior to the end of the then-current term. In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this Agreement. Customer will pay in full for the Services up to and including the last day on which the Services are provided. Upon any termination, Madiwor will make all Customer Data available to Customer for electronic retrieval for a period of thirty (30) days, but thereafter Madiwor may, but is not obligated to, delete stored Customer Data. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability
Disclaimer of WarrantiesThe website is provided “as is”. Madiwor and its suppliers and licensors hereby disclaim all warranties of any kind, express or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose and non-infringement. Neither Madiwor nor its suppliers and licensors, makes any warranty that the website will be error free or that access thereto will be continuous or uninterrupted. You understand that you download from, or otherwise obtain content or services through, the website at your own discretion and risk. Madiwor shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Implementation Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Madiwor or by third-party providers, or because of other causes beyond Madiwor’s reasonable control, but Madiwor shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. However, Madiwor does not warrant that the Services will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of the Services.
Limitation of LiabilityIn no event will Madiwor, or its suppliers or licensors, be liable with respect to any subject matter of this agreement under any contract, negligence, strict liability or other legal or equitable theory for: (i) any special, incidental or consequential damages; (ii) the cost of procurement for substitute products or services; (iii) for interruption of use or loss or corruption of data; Madiwor shall have no liability for any failure or delay due to matters beyond their reasonable control. The foregoing shall not apply to the extent prohibited by applicable law.
General Representation and WarrantyYou represent and warrant that (i) your use of the Madiwor will be in strict accordance with the Madiwor Policy, with this agreement and with all applicable laws and regulations (including without limitation any local laws or regulations in your country, state, city, or other governmental area, regarding online conduct and acceptable content, and including all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside) and (ii) your use of the website will not infringe or misappropriate the intellectual property rights of any third party. Indemnification You agree to indemnify and hold harmless Madiwor, its contractors, and its licensors, and their respective directors, officers, employees and agents from and against any and all claims and expenses, including attorneys’ fees, arising out of your use of the website, including but not limited to your violation of this agreement.
MiscellaneousThis agreement constitutes the entire agreement between Madiwor and Customer concerning the subject matter hereof, and they may only be modified by a written amendment signed by an authorized executive of Madiwor, or by the posting by Madiwor of a revised version. A waiver by either party of any term or condition of this agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. This Agreement is not assignable, transferable or sublicensable by Customer except with Madiwor prior written consent.; Madiwor may assign its rights under this agreement without condition. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Madiwor in any respect whatsoever. This agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns.
If we change our Terms of Service, we will post those changes on this page.