The Midswirl desktop application (App) is operated by David Wu (Australian Business Number (ABN): 47 323 463 152) (we, our or us). It is available for download at our website: https://midswirl.com (Site) and may be available through other addresses or channels.

Consent: By accessing and/or using our App, you agree to these App Terms and Conditions and our Privacy Policy (available on our Site: https://midswirl.com/privacy-policy) (Terms). Please read these Terms carefully and immediately cease using our App if you do not agree to them.

Variations: We may, at any time and at our discretion, vary these Terms by publishing the varied terms on our Site. We recommend you check our Site regularly to ensure you are aware of our current terms. Materials and information on this App (Content) are subject to change without notice. We do not undertake to keep our App up-to-date and we are not liable if any Content is inaccurate or out-of-date.

Licence to use our App: We grant you a non-exclusive, royalty-free, revocable, worldwide, non-transferable licence to use our App in accordance with these Terms.

An Individual License for Midswirl is for a single user across one or more computers.

All other uses are prohibited without our prior written consent. For example, unless explicitly stated in writing, no permission is granted to sell the App.

Prohibited conduct: You must not do or attempt to do anything: that is unlawful; prohibited by any laws applicable to our App; which we would consider inappropriate; or which might bring us or our App into disrepute, including (without limitation):

1. (a) anything that would constitute a breach of an individual's privacy (including uploading private or personal information without an individuals consent) or any other legal rights;
2. (b) using our App to defame, harass, threaten, menace or offend any person;
3. (c) interfering with any user using our App;
4. (d) tampering with or modifying our App, knowingly transmitting viruses or other disabling features, or damaging or interfering with our App, including (without limitation) using trojan horses, viruses or piracy or programming routines that may damage or interfere with our App;
5. (e) using our App to send unsolicited email messages; or
6. (f) facilitating or assisting a third party to do any of the above acts.

Exclusion of competitors: You are prohibited from using our App, including the Content, in any way that competes with our business.

Information: The Content is not comprehensive and is for general information purposes only. It does not take into account your specific needs, objectives or circumstances, and it is not advice. While we use reasonable attempts to ensure the accuracy and completeness of the Content, we make no representation or warranty in relation to it, to the maximum extent permitted by law.

Intellectual Property rights: Unless otherwise indicated, we own or licence all rights, title and interest (including intellectual property rights) in our App and all of the Content. Your use of our App and your use of and access to any Content does not grant or transfer to you any rights, title or interest in relation to our App or the Content. You must not:

1. (a) copy or use, in whole or in part, any Content;
2. (b) reproduce, retransmit, distribute, disseminate, sell, publish, broadcast or circulate any Content to any third party; or
3. (c) breach any intellectual property rights connected with our App or the Content, including (without limitation) altering or modifying any of the Content, causing any of the Content to be framed or embedded in another website or platform, or creating derivative works from the Content.

User Content: You may be permitted to post, upload, publish, submit or transmit relevant information and content (User Content) on our App. By making available any User Content on or through our App, you grant to us a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free licence to use the User Content, with the right to use, view, copy, adapt, modify, distribute, license, sell, transfer, communicate, publicly display, publicly perform, transmit, stream, broadcast, access, or otherwise exploit such User Content on, through or by means of our App.

You agree that you are solely responsible for all User Content that you make available on or through our App. You represent and warrant that:

1. (a) you are either the sole and exclusive owner of all User Content or you have all rights, licences, consents and releases that are necessary to grant to us the rights in such User Content (as contemplated by these Terms); and
2. (b) neither the User Content nor the posting, uploading, publication, submission or transmission of the User Content or our use of the User Content on, through or by means of our App will infringe, misappropriate or violate a third party's intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

We do not endorse or approve, and are not responsible for, any User Content. We may, at any time (at our sole discretion), remove any User Content.

Third party sites: Our App may contain links to websites operated by third parties. Unless expressly stated otherwise, we do not control, endorse or approve, and are not responsible for, the content on those websites. You should make your own investigations with respect to the suitability of those websites.

Discontinuance: We may, at any time and without notice to you, discontinue our App, in whole or in part. We may also exclude any person from using our App, at any time and at our sole discretion. We are not responsible for any Liability you may suffer arising from or in connection with any such discontinuance or exclusion.

Warranties and disclaimers: To the maximum extent permitted by law, we make no representations or warranties about our App or the Content, including (without limitation) that:

1. (a) they are complete, accurate, reliable, up-to-date and suitable for any particular purpose;
2. (b) access will be uninterrupted, error-free or free from viruses; or
3. (c) our App will be secure.

You read, use and act on our App and the Content at your own risk.

Limitation of liability: To the maximum extent permitted by law, we are not responsible for any loss, damage or expense (e.g., including OpenAI API credits spent), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent (Liability) suffered by you or any third party, arising from or in connection with your use of our App and/or the Content and/or any inaccessibility of, interruption to or outage of our App and/or any loss or corruption of data and/or the fact that the Content is incorrect, incomplete or out-of-date.

Indemnity: To the maximum extent permitted by law, you must indemnify us, and hold us harmless, against any Liability suffered or incurred by us arising from or in connection with your use of our App or any breach of these Terms or any applicable laws by you. This indemnity is a continuing obligation, independent from the other obligations under these Terms, and continues after these Terms end. It is not necessary for us to suffer or incur any Liability before enforcing a right of indemnity under these Terms.

Termination: These Terms are effective until terminated by us, which we may do at any time and without notice to you. In the event of termination, all restrictions imposed on you by these Terms and limitations of liability set out in these Terms will survive.

Disputes: In the event of any dispute arising from, or in connection with, these Terms (Dispute), the party claiming there is a Dispute must give written notice to the other party setting out the details of the Dispute and proposing a resolution. Within 7 days after receiving the notice, the parties must, by their senior executives or senior managers (who have the authority to reach a resolution on behalf of the party), meet at least once to attempt to resolve the Dispute or agree on the method of resolving the Dispute by other means, in good faith. All aspects of every such conference, except the fact of the occurrence of the conference, will be privileged. If the parties do not resolve the Dispute, or (if the Dispute is not resolved) agree on an alternate method to resolve the Dispute, within 21 days after receipt of the notice, the Dispute may be referred by either party (by notice in writing to the other party) to litigation.

Severance: If a provision of these Terms is held to be void, invalid, illegal or unenforceable, that provision must be read down as narrowly as necessary to allow it to be valid or enforceable. If it is not possible to read down a provision (in whole or in part), that provision (or that part of that provision) is severed from these Terms without affecting the validity or enforceability of the remainder of that provision or the other provisions in these Terms.

Jurisdiction: Your use of our App and these Terms are governed by the laws of Victoria, Australia. You irrevocably and unconditionally submit to the exclusive jurisdiction of the courts operating in Victoria, Australia and any courts entitled to hear appeals from those courts and waive any right to object to proceedings being brought in those courts.

Our App may be accessed throughout Australia and overseas. We make no representation that our App complies with the laws (including intellectual property laws) of any country outside Australia. If you access our App from outside Australia, you do so at your own risk and are responsible for complying with the laws of the jurisdiction where you access our App.

For any questions and notices, please contact us at:

David Wu (Australian Business Number (ABN): 47 323 463 152)

Email: support@midswirl.com

Last update: November 8, 2024