DATABASE MEMBER AGREEMENT
It's fast and easy to subscribe the MIVNET database and put the world of video conferencing at your fingertips. To subscribe, follow two easy steps:
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.
2. This takes you to our on-line sign up form where you enter your contact information and make your payment on-line.
IMPORTANT - READ CAREFULLY: THIS MEMBERSHIP AGREEMENT (the "Agreement") is a legally binding contract between you or your company, as applicable ("MEMBER") and MIVNET CORPORATION ("MIVNET").
BY CLICKING THE "I ACCEPT" BUTTON BELOW, YOU ACKNOWLEDGE AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT INCLUDING, WITHOUT LIMITATION, THE WARRANTY DISCLAIMERS, LIMITATIONS OF LIABILITY, INDEMNIFICATION, AND TERMINATION PROVISIONS BELOW.
TERMS
1. Membership. Database MEMBER hereby acknowledges and agrees to become a database member of the MIVNET Network. As such, Database MEMBER shall not be entitled to any of the benefits associated with alliance membership. Database MEMBER 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 Databse MEMBER 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 will be posted on the MIVNET Network, or sent via email to the MEMBERS. The MEMBER hereby acknowledges and agrees that by continuing to use this service after the posting of Notices regarding such changes, MEMBER agrees to be legally bound by such changes. MEMBER 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 Database MEMBERS access to parts or all of the MIVNET Network without notice or liability. Database MEMBER hereby acknowledges and agrees that MIVNET shall not be liable to Database MEMBER or any third party should MIVNET exercise any of its rights hereunder. Databse MEMBER further acknowledges and agrees that it is entirely liable for any and all activities conducted through use of 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 Database MEMBER'S use of the services provided by the MIVNET Network in any manner.
2. Fee for Membership.
2.1. The current monthly fee for membership is set forth below
| Database Member |
Annual $250.00 |
(the "Fee").
2.2. The Fee for your first three (12) months is due immediately upon accepting this Agreement. The Fee may be paid by credit card, debit card, certified check, money order or in limited instances, subject to MIVNET'S sole discretion, by personal check. MEMBERS desiring to pay by check, must procure pre-approval by calling or emailing MIVNET at
(772) 257-3357 or admin@mivnet.com, respectively.
2.3.Database MEMBER'S Fee for each succeeding year thereafter shall be due on the same day of the month as the date such MEMBER'S membership became effective.
2.4. In the event that any Database MEMBER'S membership became effective on the 29th, 30th, or 31st of any month, then in only those months without such dates, Database MEMBER'S Fee shall be due and payable on the first day of the immediately succeeding month.
2.5. MIVNET reserves the right in its sole and absolute discretion to change its Fee structure at any time by providing notice at least one full billing cycle in advance.
2.6. In the event MIVNET raises the Fee, Database MEMBER shall have the option to terminate this Agreement within thirty (30) days of such MEMBER'S receipt of the notice of the Fee increase.
3. Database Membership Rate. Database MEMBER hereby agrees to obtain services from MEMBERS of the MIVNET Network at rates as set forth on the website located at http://www.mivnet.com/user/rates.php.
6. Termination. Subject to the provisions of Section 5 of this Agreement, this Agreement is for a term of one (1) year and shall automatically renew for additional one-year terms unless and until one party provides the other party with a notice of termination, which must be received at least thirty (30) days before the annual renewal of this Agreement. A Database MEMBER'S right to use the MIVNET Network restricted directory shall cease immediately upon termination of this Agreement.
7. NO WARRANTIES. 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. MEMBER 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 MEMBER 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. MEMBER HEREBY AGREES TO COOPERATE AS FULLY AS REASONABLY REQUIRED IN THE DEFENSE OF ANY SUCH CLAIM. MEMBER 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 MEMBER. MEMBER HEREBY FURTHER ACKNOWLEDGES AND AGREES THAT INDEMNIFIED PARTY ARE NOT LIABLE FOR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING LOST REVENUES OR PROFITS, LOSS OF BUSINESS, IN ANY WAY RELATED TO THIS AGREEMENT OR FOR ANY CLAIM, LOSS OR INJURY BASED ON ERRORS, OMISSIONS, INTERRUPTIONS OR OTHER INACCURACIES IN THE MIVNET NETWORK OR THE SERVICES PROVIDED THEREBY.
8. LIMITATION OF LIABILITY. IN THE EVENT EITHER PARTY IS OR BECOMES LIABLE TO THE OTHER FOR ANY MATTER ARISING UNDER OR RELATING TO THIS AGREEMENT, WHETHER ARISING BY NEGLIGENCE, INTENTIONAL CONDUCT, OR OTHERWISE, THE AMOUNT OF DAMAGES RECOVERABLE BY THE OTHER PARTY FOR ALL EVENTS, ACTS, OR OMISSIONS WILL NOT EXCEED, IN THE AGGREGATE, AN AMOUNT EQUAL TO FIVE HUNDRED DOLLARS ($500.00).
9. Miscellaneous.
9.1. 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.
9.2. 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.
9.3. 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.
9.4. 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.
9.5. 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.
9.6. 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, 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.
9.7. 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.
9.8. Non-Transferability. MEMBER'S right to use the MIVNET Network is non-transferable without the prior written consent of MIVNET, which may be withheld for any reason.
9.9. Legal Undertaking. MEMBER hereby acknowledges and agrees that it fully and completely understands the terms and conditions of this Agreement and that it is legally bound by the terms hereof. MEMBER further acknowledges that MIVNET hereby recommends that in the event that MEMBER does not fully and completely understands the terms and conditions of this Agreement, that MEMBER consult with legal counsel.
9.10. Notices. Any notice required or permitted to be given under this Agreement shall be sufficient if in writing and if sent by E-mail or by registered mail to the residence in the case of MEMBER or to MIVNET at it place of business listed herein below.
| If to MEMBER: |
| ___________________________ |
| ___________________________ |
| ___________________________ |
| Phone:______________________ |
| Fax:________________________ |
| Email Address:________________ |
| If to MIVNET: |
With a copy to: |
MIVNET Corporation
ATTN: Mark Levy, President
PO Box 650098
Vero Beach, FL 32965-0098
Phone: 772 257-3357
Fax: 772-257-3354
Email Address info@mivnet.com |
Dewitt Grossman, P.L.
ATTN: Mark Grossman, Esq.
2000 Ponce De Leon Blvd 6th Floor
Coral Gables, Florida 33134
Phone: 305-443-8180
Fax: 305-722-3684
Email: markg@dewittgrossman.com |
