PUBLIC ROOM LISTING SUBSCRIPTION AGREEMENT
IMPORTANT - READ CAREFULLY
This Subscription Agreement (the â€œAgreementâ€) is a legal contract between you and your company (â€œSUBSCRIBERâ€) and MIVNET Corporation (â€œMIVNETâ€).
BY CLICKING THE â€œI AGREE TO THE TERMSâ€ BUTTON BELOW, SUBSCRIBER HEREBY AGREES TO BE BOUND BY THE TERMS OF THIS AGREEMENT, INCLUDING THE WARRANTY DISCLAIMERS, LIMITATIONS OF LIABILITY AND TERMINATION PROVISIONS BELOW.
- SUBSCRIBER may select from three levels of MIVNET subscriptions as set forth in this Agreement: (i) a Trial Subscription; (ii) an Affiliate Subscription; or (iii) a Premium Affiliate Subscription.
- Notwithstanding anything to the contrary set forth in this Agreement, MIVNET may limit the number of Trial Subscriptions, trial listings, Subscription Agreements, and other agreements between MIVNET and SUBSCRIBER of any kind or nature, to any number in MIVNETâ€™s sole and absolute discretion.
- SUBSCRIBERâ€™S selected subscription start date is the date SUBSCRIBER accepts this Agreement by clicking the â€œI AGREE TO THE TERMSâ€ button below, or as otherwise set forth in this Agreement.
- SUBSCRIBER hereby acknowledges and agrees to become a member of the MIVNET Network. As such, SUBSCRIBER shall be entitled to all of the benefits of membership and shall be responsible for fully satisfying all of the duties of a SUBSCRIBER, as determined by MIVNET in accordance with the terms and conditions of this Agreement. By using the MIVNET Network, SUBSCRIBER agrees to be bound by all of the terms and conditions of this Agreement and the rules that might be posted from time to time on the MIVNET Network, in order to become or remain an authorized SUBSCRIBER of the MIVNET Network.
- MIVNET reserves the right, at its sole discretion, to change, modify, add or remove portions of this Agreement at any time. Notification of any and all changes to the terms and conditions of this Agreement shall be posted on the MIVNET Network, or sent via email to the members. The SUBSCRIBER hereby acknowledges and agrees that by continuing to use this service after the posting of notices regarding such changes, SUBSCRIBER agrees to be legally bound by such changes. SUBSCRIBER further acknowledges and agrees that the MIVNET Network may change, suspend or discontinue any aspect of the MIVNET Network at any time, including the availability of any feature, database, or content. MIVNET also reserves the right to impose limits on certain features and services or restrict SUBSCRIBERS access to parts or all of the MIVNET Network without notice or liability. SUBSCRIBER hereby acknowledges and agrees that MIVNET shall not be liable to SUBSCRIBER or any third party should MIVNET exercise any of MIVNETS rights hereunder.
- SUBSCRIBER further acknowledges and agrees that SUBSCRIBER is entirely liable for any and all activities conducted through membership in the MIVNET Network which may be construed to be slanderous, unlawful, harmful to, threatening, harassing, hateful, vulgar, obscene, pornographic, abusive, embarrassing, racially, ethnically or otherwise objectionable, to anyone or any business or entity; and/or intentionally or unintentionally violate any applicable local, national or international law including, but not limited to, any regulations having the force of law while using or accessing the MIVNET Network or in connection with SUBSCRIBER'S use of the services provided by the MIVNET Network in any manner.
2. TRIAL SUBSCRIPTION. If SUBSCRIBER selects a trial subscription, then:
- SUBSCRIBER shall receive a free 30 day trial of MIVNETâ€™s website and services. Prior to the expiration of the 30 day trial period SUBSCRIBER shall upgrade to an â€œAffiliate Subscriberâ€ or â€œPremium Affiliate Subscriberâ€ status through the MIVNET website, or:(i) SUBSCRIBERâ€™s Trial Subscription shall terminate upon the expiration of the 30 day trial, or (ii) This Agreement shall terminate automatically upon the expiration of the 30 day trial; or (iii) SUBSCRIBERâ€™s trial subscription shall be moved to an â€œinactiveâ€ status upon the expiration of the 30 day trial; and.(iv) MIVNETâ€™s guests shall not be able to view SUBSCRIBERâ€™s listing in the listingâ€™s entirety upon the expiration of the 30 day trial.
- MIVNET shall not require SUBSCRIBER to provide a credit card upon registration for such subscription; provided, however, that if SUBSCRIBER hereby acknowledges and agrees that SUBSCRIBER shall provide a credit card as set forth herein if SUBSCRIBER later upgrades to an Affiliate Subscription and/or a Premium Affiliate Subscription;
- SUBSCRIBER may publish a maximum of one (1) public room listings (or other maximum as determined by MIVNET in MIVNETâ€™s sole and absolute discretion) with a Trial Subscription;
- SUBSCRIBER hereby acknowledges and agrees that some features of the MIVNET website and services are not available to SUBSCRIBER during the term of such Trial Subscription;
- SUBSCRIBER hereby acknowledges and agrees that: (i) MIVNETâ€™s affiliate subscribers and premium affiliate subscribers retain the option on whether to honor discounts offered by MIVNET to MIVNET trial subscribers; and (ii) not all affiliate subscribers and premium affiliate subscribers shall honor discounts offered by MIVNET to MIVNET trial subscribers; and
- SUBSCRIBER shall permit MIVNET to post a listing on MIVNETâ€™s website containing basic contact information including, but not limited to, name, address, phone number, and email address. SUBSCRIBER shall supply such listing regarding the video conferencing center SUBSCRIBER has available. SUBSCRIBER hereby acknowledges and agrees that there is no fee for this service during the term of the Trial Subscription.
3. AFFILIATE SUBSCRIPTION. If SUBSCRIBER selects an Affiliate Subscription then:
- SUBSCRIBER shall receive unrestricted access to the MIVNET database on the website and other Affiliate Subscription benefits as set forth on the MIVNET website;
- SUBSCRIBER may place full featured room listings on the MIVNET website; and
- SUBSCRIBER may access the MIVNET websiteâ€™s online chat community feature.
4. PREMIUM AFFILIATE SUBSCRIPTION. If SUBSCRIBER selects an Premium Affiliate Subscription then:
- SUBSCRIBER shall receive all of the features of an Affiliate Subscription and other Premium Affiliate Subscription benefits as set forth on the MIVNET website; and
- SUBSCRIBER shall have the ability to create SUBSCRIBERâ€™s own website through the use of a template provided by MIVNET. SUBSCRIBER may also use a unique mivnet.com URL for such website.
5. SUBSCRIBER TO SUBSCRIBER RATES. SUBSCRIBER hereby agrees to provide services to MIVNET customers or other MIVNET Network subscribers as follows:
- For the purpose of this Section, â€œHosting Subscriberâ€ shall refer to the MIVNET Network member whose video-conferencing facility shall be reserved by the other subscriber and/or MIVENET customer.
- Any MIVNET Network member shall be entitled to member to member published rates as set forth on the website located at http://mivnet.com/b2bplan.html
- Any customer that identifies MIVNET as customerâ€™s source for locating the SUBSCRIBERâ€™s room shall be entitled to MIVNET published rates as set forth by the MIVNET subscriber or advertiser. This shall not prevent the MIVNET Network subscriber or advertiser from establishing or publishing different rates for any customers who do not identify MIVNET as customerâ€™s source for locating the SUBSCRIBERâ€™s room.
- When SUBSCRIBERâ€™S customer wishes to use a Hosting Subscriberâ€™s video-conferencing facility, arrangements shall be made in advance by the Subscriber and/or customer with the Hosting Subscriber whose facility shall be used. SUBSCRIBER shall collect any applicable fees from the customer using the facility. SUBSCRIBER shall remit the fee to the Hosting Subscriber providing the services within thirty (30) days after the service is provided.
6. SUBSCRIPTION FEES.
- The current Fees for all subscriptions (as applicable) are set forth on the following webpage: http://www.mivnet.com/Room_Listing_Fees.html
- SUBSCRIBER shall pay the first monthly, quarterly or annual Fee (as applicable) in advance immediately upon accepting this Agreement.
- Fees for each succeeding renewal month, quarter or year (as applicable) after the initial month, quarter or year (as applicable) shall be due in advance on the same day of the month, quarter or year (as applicable) as SUBSCRIBERâ€™s subscription start date. Notwithstanding the foregoing, in the event that SUBSCRIBERâ€™s subscription start date on the 29th, 30th, or 31st of a month, then the Fee for each successive renewal period shall be due and payable on the first day of the immediately succeeding month.
- SUBSCRIBER shall pay all Fees by credit card, debit card, electronic check, certified check, or money order. All Fees are payable in advance and in US dollars.
- If paying by credit card, PayPal, or electronic check, then SUBSCRIBER shall be billed recurrently against SUBSCRIBERâ€™s preferred method of payment. If paying by credit card, then SUBSCRIBER shall ensure that SUBSCRIBERâ€™s credit card is valid for a minimum of three months after the effective date of this Agreement. If paying by credit card, then SUBSCRIBER shall ensure that MIVNET can bill credit card directly for Fees. If paying the by electronic check, then SUBSCRIBER shall also immediately provide an automatic payment authorization to MIVNET so MIVNET may automatically withdraw all succeeding payments from SUBSCRIBERâ€™s checking account. If paying by certified check or money order, then SUBSCRIBER shall be billed for and pay Fees three months in advance.
- SUBSCRIBER understands that once this Agreement is executed there shall be no refunds, proration of rates, or installment payments of any kind or nature in the event SUBSCRIBER elects to discontinue SUBSCRIBERâ€™s subscription prior to the expiration of the subscription.
- In the event the SUBSCRIBER does not wish to continue SUBSCRIBERâ€™s subscription, SUBSCRIBER shall notify MIVNET 15 days prior to the expiration of the then current term of the subscription, otherwise MIVNET shall (as applicable) automatically bill SUBSCRIBERâ€™s preferred method of payment on file for the renewal term at MIVNETâ€™s standard rate and/or terminate SUBSCRIBERâ€™s Trial Subscription.
- MIVNET reserves the right, in MIVNETâ€™s sole and absolute discretion, to change MIVNETâ€™s Fee structure at any time by providing notice to SUBSCRIBER at least: (i) one full billing cycle in advance if SUBSCRIBER is on a monthly or quarterly billing cycle, or (ii) 60 days if SUBSCRIBER is on an annual billing cycle.
- In the event MIVNET increases Fees, SUBSCRIBER shall have the option to terminate this Agreement within 30 days of SUBSCRIBER(S) receipt of the notice of the Fee increase.
- All Fees and payments are in U.S. Dollars.
- Notwithstanding anything to the contrary set forth in this Agreement, SUBSCRIBER acknowledges and agrees that SUBSCRIBERâ€™s subscription shall be automatically suspended if a payment pursuant to this Agreement is more than five days late. Should the SUBSCRIBERâ€™s subscription become suspended, SUBSCRIBER hereby acknowledges and agrees that all of SUBSCRIBERâ€™s use and access of MIVNETâ€™s website and/or services associated with this Agreement shall automatically cease. Upon MIVNETâ€™s receipt of payment of the past due amount, MIVNET shall reactivate all use, access, and/or services suspended pursuant to this Section.
- The term of this Agreement is either: (i) month-to-month if SUBSCRIBER has chosen the monthly billing option; or (ii) quarterly if SUBSCRIBER has chosen the quarterly billing option; or (iii) one year if SUBSCRIBER has chosen the annual billing option.
- This Agreement is effective upon SUBSCRIBERâ€™s acceptance of this Agreement and payment of the applicable Fee. If this Agreement is effective on a day other than the first day of a calendar month or year (as applicable), then the initial term shall end on the last day of the first full calendar month or year (as applicable) following the effective date.
- This Agreement shall automatically renew at the end of each term for: (i) one month if SUBSCRIBER has chosen the monthly billing option; (ii) one quarter if SUBSCRIBER has chosen the quarterly billing option; and/or (ii) one year if SUBSCRIBER has chosen the annual billing option; 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 prior to the end of the then applicable term.
- Notwithstanding anything to the contrary set forth in this Agreement, MIVNET may terminate this Agreement at any time, in MIVNETâ€™s sole and absolute discretion, without notice and shall then refund a prorated portion of any prepaid Fees to SUBSCRIBER.
- From time to time during the term of this Agreement the parties may provide each other with Confidential Information. â€œConfidential Informationâ€ 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 â€œConfidentialâ€ or â€œProprietary.â€ 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.
- 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.
- 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.
- Upon the request of the disclosing party, the receiving party shall promptly return all Confidential information furnished hereunder and all copies thereof.
- 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.
- 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.
9. NO WARRANTIES.
- THE MIVNET NETWORK, WEBSITE, AND SERVICES ARE PROVIDED â€œAS IS.â€ 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 MIVNETâ€™S NETWORK, WEBSITE, AND SERVICES, AND/OR ANY MATERIALS OR CONTENT CONTAINED THEREIN, SHALL BE UNINTERRUPTED OR ERROR-FREE; (ii) THAT DEFECTS SHALL BE CORRECTED; OR (iii) THAT THE MIVENT NETWORK, WEBSITE, SERVICES, AND/OR THE SERVERS THAT MAKES THE MIVNET NETWORK, WEBSITE, AND/OR SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. MIVNET SHALL NOT BE LIABLE FOR THE USE OF THE MIVNET NETWORK, WEBSITE, AND/OR SERVICES INCLUDING, WITHOUT LIMITATION, THE CONTENT AND ANY ERRORS CONTAINED THEREIN.
- SUBSCRIBER HEREBY INDEMNIFIES, DEFENDS AND HOLDS HARMLESS MIVNET, AND ALL OF MIVNETâ€™S OFFICERS, DIRECTORS, OWNERS, AGENTS, AFFILIATES, AND ATTORNEYS (COLLECTIVELY, THE â€œINDEMNIFIED PARTIESâ€) 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 SUBSCRIBERâ€™S REPRESENTATIONS, WARRANTIES, AND COVENANTS CONTAINED IN THIS AGREEMENT INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYSâ€™ 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 MIVNETâ€™S OWN EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY SUBSCRIBER.
10. 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.
- The MIVNET network, website, and/or services may at times contain some content that is supplied by third parties including, but not limited to, other MIVNET customers and advertisers. Any opinions, advice, statements, services, offers, or other information or content expressed or made available by such third are those of the respective author(s) or distributor(s) and do not necessarily state or reflect those of MIVNET. MIVNET may remove, or opt to remove, opinions, advice, statements, services, offers, or other information or content at in MIVNETâ€™s sole and absolute discretion. SUBSCRIBER hereby acknowledges and agrees that MIVNET shall not be liable to SUBSCRIBER for such opinions, advice, statements, services, offers, or other information or content in any way whatsoever.
- 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.
- 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.
- 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.
- This Agreement and the interpretation of this Agreementâ€™s terms shall be governed by and construed in accordance with the laws of the State of Florida, without regard to Floridaâ€™s conflicts of laws rules.
- 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.
- 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.
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 recipientâ€™s location shall be effective on the next business day at the recipientâ€™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 07-14-2011
If to Subscriber:
If to MIVNET:
ATTN: Mark Levy, Managing Director
PO Box 650098
Vero Beach, FL 32965-0098
With a copy to:
NRAI Corporate Services
1200 S. Pine Island Road
Plantation, FL 33324