API SUBSCRIPTION AGREEMENT
IMPORTANT - READ CAREFULLY

This agreement (the “Agreement”) is a legal contract between you and your company (“SUBSCRIBER”) and MIVNET Corporation (“MIVNET”).BY CLICKING THE “I AGREE TO THE TERMS” BUTTON BELOW, SUBSCRIBER AGREES TO BE BOUND BY THE TERMS OF THIS AGREEMENT, INCLUDING THE WARRANTY DISCLAIMERS, LIMITATIONS OF LIABILITY AND TERMINATION PROVISIONS BELOW.

TERMS

1. API SUBSCRIPTION.
   1. Upon SUBSCRIBER’s acceptance of this Agreement SUBSCRIBER shall obtain an API development subscription to MIVNET’s website. 
   2. MIVNET offers SUBSCRIBER the ability to create custom HTML code for a custom interface promoting a MIVNET’s video-conference room search on the SUBSCRIBER’s web site.  SUBSCRIBER may customize the API by entering certain information into the API development tool on MIVNET’s website.  Such information includes entering a domain and selecting a background color, text color, and border color.  SUBSCRIBER may change the API at any time during the term of this Agreement only by using the development tool to create new API HTML code.
   3. MIVNET hereby grants to SUBSCRIBER a revocable, royalty-free, worldwide, nonexclusive right and license to use the API (and any MIVNET logs and trademarks contained in the API) on SUBSCRIBER’s website during the term of this Agreement. 
   4. The API is protected by applicable United States and foreign laws and treaties, including copyright laws and treaty provisions.  MIVNET owns all rights, title, and interests in the API including, but not limited to, trade secrets, trademarks, patents, and copyrights, and the API shall remain the sole and exclusive property of MIVNET.  Except as provided in Section 1.3of this Agreement, SUBSCRIBER has no, and is not granted, any right, title, interest, or license in the API.  SUBSCRIBER shall retain all copyright and trademark notices on the API and shall take other necessary steps to protect MIVNET’s intellectual property rights.
   5. During the term of this Agreement, MIVNET shall be permitted to identify SUBSCRIBER as a customer, to use SUBSCRIBER’s name, logos, and trademarks in news releases, articles, brochures, marketing materials, advertisements and other publicity or promotions, link from MIVNET’s web site to SUBSCRIBER’s home page, and to demonstrate and use the API in MIVNET’s marketing activities.  MIVNET shall obtain prior approval for use of SUBSCRIBER’s name, logos and trademarks and such approval shall not be unreasonably withheld.  The use of SUBSCRIBER’s name, logos, trademarks or other intellectual property pursuant to this Section shall not provide MIVNET with any right, title or interest in such intellectual property of SUBSCRIBER, and MIVNET specifically disclaims any such right, title or interest for itself and warrants that MIVNET shall not challenge or contest such rights of SUBSCRIBER. 
2. TERMINATION.
   1. The term of this Agreement is one year. 
   2. This Agreement is effective upon SUBSCRIBER’s acceptance of this Agreement. 
   3. This Agreement shall automatically renew for one year at the end of each term; provided, however, that a party not intending to renew this Agreement may terminate this Agreement by providing advance written notice of at least 15 days to the other party.
   4. Notwithstanding anything to the contrary set forth in this Agreement, MIVNET may terminate this Agreement at any time, in MIVNET’s sole and absolute discretion, without notice. 
3. CONFIDENTIALITY.
   1. From time to time during the term of this Agreement the parties may provide each other with Confidential Information.  “Confidential Information” shall mean any confidential technical data, trade secret, know-how, or other confidential information disclosed by any party hereunder in writing, orally, or by drawing or other form and which shall be marked by the disclosing party as “Confidential” or “Proprietary.” If such information is disclosed orally, or through demonstration, in order to be deemed Confidential Information, it must be specifically designated as being of a confidential nature at the time of disclosure and reduced in writing and delivered to the receiving party.
   2. Notwithstanding the foregoing, Confidential Information shall not include information which: (i) is known to the receiving party at the time of disclosure or becomes known to the receiving party without breach of this Agreement; (ii) is or becomes publicly known through no wrongful act of the receiving party or any subsidiary of the receiving party; (iii) is rightfully received from a third party without restriction on disclosure; (iv) is independently developed by the receiving party or any of its subsidiary; (v) is furnished to any third party by the disclosing party without restriction on its disclosure; (vi) is approved for release upon a prior written consent of the disclosing party; (vii) is disclosed pursuant to judicial order, pursuant to requirement of a governmental agency, or by operation of law.
   3. The receiving party agrees that it shall not disclose any Confidential Information to any third party and shall not use Confidential Information of the disclosing party for any purpose other than for the performance of the rights and obligations hereunder during the term of this Agreement and for a period of three years thereafter, without the prior written consent of the disclosing party. The receiving party further agrees that Confidential Information shall remain the sole property of the disclosing party and that it shall take all reasonable precautions to prevent any unauthorized disclosure of Confidential Information by its employees. No license shall be granted by the disclosing party to the receiving party with respect to Confidential Information disclosed hereunder unless otherwise expressly provided herein.
   4. Upon the request of the disclosing party, the receiving party shall promptly return all Confidential information furnished hereunder and all copies thereof.
   5. Neither party shall disclose any of the specific terms of this Agreement to any third party without the prior written consent of the other party, which consent shall not be withheld unreasonably. Notwithstanding the foregoing, any party may disclose information concerning this Agreement as required by the rules, orders, regulations, subpoenas, or directives of a court, government, or governmental agency, after giving prior notice to the other party.
   6. If a party breaches any of its obligations with respect to confidentiality and unauthorized use of Confidential information hereunder, the non-breaching party shall be entitled to equitable relief to protect its interest therein, including but not limited to injunctive relief, as well as money damages notwithstanding anything to the contrary contained herein.
4. NO WARRANTIES.
   1. ANY AND ALL MIVNET SERVICES ARE PROVIDED “AS IS.” MIVNET DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. MIVNET DOES NOT WARRANT THAT: (i) THE FUNCTIONS CONTAINED ON THE API, MIVNET’S NETWORK, WEBSITE, AND SERVICES, OR ANY MATERIALS OR CONTENT CONTAINED THEREIN, SHALL BE UNINTERRUPTED OR ERROR-FREE; (ii) THAT DEFECTS SHALL BE CORRECTED; OR (iii) THAT THE API, MIVENT NETWORK, WEBSITE, SERVICES, OR THE SERVERS THAT MAKES THE API, MIVNET NETWORK, WEBSITE, AND SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. MIVNET SHALL NOT BE LIABLE FOR THE USE OF THE API, MIVNET NETWORK, WEBSITE, AND SERVICES INCLUDING, WITHOUT LIMITATION, THE CONTENT AND ANY ERRORS CONTAINED THEREIN.
   2. SUBSCRIBER HEREBY INDEMNIFIES, DEFENDS AND HOLDS HARMLESS MIVNET, AND ALL OFFICERS, DIRECTORS, OWNERS, AGENTS, AFFILIATES, AND ATTORNEYS (COLLECTIVELY, THE “INDEMNIFIED PARTIES”) FROM AND AGAINST ANY LIABILITY AND COSTS INCURRED BY THE INDEMNIFIED PARTIES IN CONNECTION WITH ANY AND ALL CLAIMS ARISING OUT OF A THIRD PARTY INFRINGEMENT CLAIM RELATING TO DATA AND INFORMATION SUPPLIED BY SUBSCRIBER TO MIVNET, ANY BREACH BY THE SUBSCRIBER OF THIS AGREEMENT OR ANY OF SUBSCRIBER’S REPRESENTATIONS, WARRANTIES, AND COVENANTS CONTAINED IN THIS AGREEMENT INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES AND COSTS THROUGH AND INCLUDING ANY APPELLATE PROCESS. SUBSCRIBER ACKNOWLEDGES AND AGREES TO COOPERATE AS FULLY AS REASONABLY REQUIRED IN THE DEFENSE OF ANY SUCH CLAIM. SUBSCRIBER HEREBY ACKNOWLEDGES AND AGREES THAT MIVNET RESERVES THE RIGHT, AT MIVNET’S OWN EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY SUBSCRIBER.

8. LIMITATION OF LIABILITY. REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE, IN NO EVENT SHALL 

MIVNET  BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE THE MIVNET NETWORK, WEBSITE, AND SERVICES, EVEN IF MIVNET HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  IN ANY EVENT, MIVNETS ENTIRE LIABILITY FOR ANY DAMAGES TO SUBSCRIBER OR ANY OTHER ENTITY SHALL NOT EXCEED $100.00. 

9. MISCELLANEOUS. 

1. 1. This Agreement contains the sole and entire agreement between the parties with respect to the subject matter of this Agreement and supersedes any and all other prior or contemporaneous written or oral agreements or understandings between them with respect to the subject matter contained in this Agreement.
   2. Captions contained in this Agreement are inserted only as a matter of convenience or for reference and in no way define, limit, extend, or describe the scope of this Agreement or the intent of any provision of this Agreement.
   3. The parties shall take all such actions and execute all such documents that may be necessary or desirable to carry out the purposes of this Agreement whether or not specifically provided for in this Agreement.
   4. This Agreement and the interpretation of this Agreement’s terms shall be governed by and construed in accordance with the laws of the State of Florida, without regard to Florida’s conflicts of laws rules.
   5. The parties irrevocably submit and consent to the exclusive jurisdiction and exclusive venue of the Florida state courts in and for Miami-Dade County Florida and the Federal Courts in and for the Southern District of Florida.  The parties waive all rights to trial by jury in any action or proceeding instituted in connection with this Agreement.  The parties agree not to raise the defense of forum non conveniens.
   6. If the performance of any obligation by MIVNET under this Agreement is prevented, restricted or interfered with by reason of natural disaster, war, revolution, terrorism, windstorm, civil commotion, acts of public enemies, blockade, embargo, strikes, any law, order, proclamation, regulation, ordinance, demand or requirement having a legal effect of any government or any judicial authority or representative of any such government, or any other act or event which is beyond the reasonable control of the party affected, then MIVNET shall be excused from such performance to the extent of such prevention, restriction, or interference, provided that MIVNET shall use reasonable commercial efforts to avoid or remove such causes of non performance, and shall continue performance hereunder with reasonable dispatch whenever such causes are removed.
   7. Whenever under the provisions of this Agreement, notice is required or permitted to be given, it shall be in writing, in English, and shall be deemed effective either when delivered: (i) personally; (ii) by courier (either messenger service, FedEx, UPS or DHL; or (iii), by registered or certified mail with postage prepaid, return receipt requested.   Notwithstanding anything to the contrary set forth in this Agreement, notices delivered on a Saturday, Sunday or legal holiday at the recipient’s location shall be effective on the next business day at the recipient’s location.  To be effective, all notices must be addressed to the party for whom the notice is intended or to such other addresses as a party shall hereafter designate in writing to the other party. 

Last Revised 06-24-2011