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BASIC LISTING AGREEMENT
1. Review the following agreement. If you agree, sign up on-line by clicking the "I Agree to the Terms" button at the bottom of the page. IMPORTANT - READ CAREFULLY: This Basic Listing Agreement (the "Agreement") is a legal contract between your company ("LISTE") and MIVNET Corporation ("MIVNET"). BY CLICKING THE "I ACCEPT" BUTTON BELOW, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, INCLUDING THE WARRANTY DISCLAIMERS, LIMITATIONS OF LIABILITY AND TERMINATION PROVISIONS BELOW. TERMS 1. Basic Listing. You hereby agree to permit MIVNET to post a listing on its website regarding the video conferencing center you have available. There is a fee for this service. 2. Fee for basic listing. 2.1. The current monthly fee for basic listing (the "Fee") is $15.00 per month or $150.00 per year (paid in advance) 2.2. The Fee for your first (1) month/year is due immediately upon accepting this Agreement. The Fee may be paid by credit card, debit card, certified check, or money order. 2.3. LISTE'S fee for each succeeding month/year thereafter shall be due on the same day of the month/year as the date such LISTER became effective. 2.4. In the event that LISTE'S listing becomes effective on the 29th, 30th, or 31st of any month, then in only those months without such dates, the LISTE'S fee shall be due and payable on the first day of the immediately succeeding month/year. 2.5 Lister understands that once this Agreement is executed there shall be no refunds or proration of rates or installment payments if Lister elects to discontinue their listing prior to the expiration of the listing. If Lister received an annual promotional rate, Lister understands and agrees each subsequent year will be billed at the regular rate of $150.00 per year. In the event the Lister does not wish to continue their listing in the MIVNET directory, Lister must notify MIVNET 15 days prior to the expiration of the listing, otherwise MIVNET will automatically bill the credit card on file for the following term at the regular rate. 2.6. MIVNET reserves the right in its sole and absolute discretion to change MIVNET�¯�¿�½S fee structure at any time by providing notice at least one full billing cycle in advance. 2.7. In the event MIVNET raises the Fee, LISTER shall have the option to terminate this Agreement within thirty (30) days of LISTE'S receipt of the notice of the Fee increase. 3. Termination. This Agreement is a month-to-month or year to year agreement. If this Agreement is effective on a day other than the first day of a calendar month/year, the initial term will end on the last day of the first full calendar month/year following the effective date. This Agreement will automatically renew each calendar month/year for successive one (1) month/year renewal terms, unless the party not intending to renew provides advance written notice of at least fifteen (15) days to the other party. 4. NO WARRANTIES. 4.1 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 THE FUNCTIONS CONTAINED ON ITS WEBSITE OR ANY MATERIALS OR CONTENT CONTAINED THEREIN WILL BE UNINTERRUPTED OR ERROR-FREE; THAT DEFECTS WILL BE CORRECTED; OR THAT THE WEBSITES OR THE SERVERS THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. MIVNET SHALL NOT BE LIABLE FOR THE USE OF THE WEBSITES INCLUDING, WITHOUT LIMITATION, THE CONTENT AND ANY ERRORS CONTAINED THEREIN. 4.2 LISTER HEREBY INDEMNIFIES, DEFENDS AND HOLDS HARMLESS MIVNET, AND ALL OFFICERS, DIRECTORS, OWNERS, AGENTS, AFFILIATES (COLLECTIVELY, THE "INDEMNIFIED PARTIES") FROM AND AGAINST ANY LIABILITY AND COSTS INCURRED BY INDEMNIFIED PARTIES IN CONNECTION WITH ANY AND ALL CLAIMS ARISING OUT OF ANY BREACH BY ANY LISTER OF THIS AGREEMENT OR ANY OF THE REPRESENTATIONS, WARRANTIES AND COVENANTS CONTAINED IN THIS AGREEMENT INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES AND COSTS THROUGH AND INCLUDING ANY APPELLATE PROCESS. LISTER HEREBY AGREES TO COOPERATE AS FULLY AS REASONABLY REQUIRED IN THE DEFENSE OF ANY SUCH CLAIM. LISTER HEREBY ACKNOWLEDGES AND AGREES THAT MIVNET RESERVES THE RIGHT, AT ITS OWN EXPENSE ,TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY THE INDEMNIFYING LISTER. 5. 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 OR THE SERVICES PROVIDED THEREBY, EVEN IF MIVNET HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, MIVNET'S ENTIRE LIABILITY FOR ANY DAMAGES TO YOU OR ANY OTHER PERSON SHALL NOT EXCEED $100.00. 6. Miscellaneous. 6.1. Entire Agreement. 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. 6.2. Captions. 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. 6.3. Cooperation and Other Documents. 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. 6.4. Governing Law. This Agreement and the interpretation of its terms shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflicts of laws rules. 6.5. Jurisdiction and Venue. The parties acknowledge that a substantial portion of the negotiations, anticipated performance and execution of this Agreement occurred or shall occur in Miami-Dade County, Florida, and that, therefore, without limiting the jurisdiction or venue of any other federal or state courts, each of the parties irrevocably and unconditionally: (a) agrees that any suit, action or legal proceeding must be brought in Miami-Dade County, Florida; (b) consents to the jurisdiction of such court in any suit, action or proceeding; (c) waives any objection which it may have to the laying of venue of any suit, action or proceeding in any of such courts; and (d) agrees that service of any court paper may be effected on such party by mail, as provided in this Agreement, or in such other manner as may be provided under applicable laws or court rules in the State of Florida. 6.6. Force Majeure. If the performance of any obligation by MIVNET under this Agreement is prevented, restricted or interfered with by reason of natural disaster, war revolution, 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. 6.7. WAIVER OF JURY TRIAL. THE PARTIES HERETO EACH WAIVE THE RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING OR COUNTERCLAIM OF ANY KIND ARISING OUT OF OR RELATED TO THIS AGREEMENT. 6.9. Notices. Any notice required or permitted to be given under this Agreement to LISTE'S shall be sufficient and deemed given when the notice is sent by e-mail to the LISTE'S last known e-mail address. Any notice required or permitted to be given under this Agreement to MIVNET shall be deemed given either when delivered personally, or by courier, or by facsimile machine with printed transmittal confirmation sheet, or three (3) days after mailing, postage prepaid by registered or certified mail, return receipt requested, addressed to MIVNET with copies provided to the address set forth below or to such other addresses as MIVNET shall hereafter designate in writing to LISTER
Revision 12-01-2008 |
