If you should have any questions or comments, please feel free to contact us via www.mur.net/contact.php or phone at 941-751-4300. We appreciate your business!
Murnet Technologies Inc.® also hereby known as Murnet or Murnet Technologies.
By payment of invoice, payee agrees to all terms and conditions set forth in this Customer Agreement Contract. In consideration of the mutual covenants herein, the parties agree to the following, which shall apply during the term of this agreement:
a. “Plans" or “Accounts” means proposals for offering various services to be provided by Murnet Technologies Inc. "Plans" does not include the use of Murnet Technologies trademark.
b. "Customer" means an end user who is utilizing services provided by Murnet Technologies.
a. All prices provided by Murnet Technologies to Customer are US dollars.
b. Customer shall be responsible for paying all taxes of any nature which become due with regard to Murnet Technologies services, except for taxes on Murnet Technologies income, irrespective of which party may be responsible for reporting or collecting such taxes.
3. ORDER ACCEPTANCE, PAYMENT:
a. Orders: All orders are subject to acceptance by Murnet Technologies. An order will be deemed accepted by Murnet Technologies when written confirmation of the order is sent to Customer. Murnet Technologies may refuse to accept any order, or delay acceptance pending fulfillment of conditions Murnet Technologies may choose to impose. Such refusal or such conditions may not be unreasonable, however, and Murnet Technologies agrees to provide Customer with reasonable notice via Email or fax of any intent to delay or decline the acceptance of any order.
b. Payment and Terms: Payment shall be made in US dollars to Murnet Technologies into the account designated by Murnet Technologies, or as may otherwise be agreed in writing by the parties. Payments are due upon presentation of invoice. If due to bank charges, transfer fees, or the like, Murnet Technologies should receive less than its invoice amount, Murnet Technologies will re-invoice Customer for the shortfall. Should payment in full of any invoice (aside from such shortfalls) not be received by Murnet Technologies within thirty (30) days after presentation, Murnet Technologies will impose a debt service charge amounting to one percent (1.5 %) of the overdue balance for each month or fraction thereof the overdue amount remains unpaid. In the event that any amount remains unpaid forty-five (45) days after presentation of invoice, Murnet Technologies may discontinue, withhold, or suspend services to Customer and/or its customer(s) to whom such unpaid amounts relate. Customer further agrees to pay Murnet any and all costs associated with collection including reasonable attorney's fees in the event that it becomes necessary for Murnet to pursue such remedies. The provisions of paragraph survive any termination of this agreement.
4. DUTIES OF Murnet Technologies:
a. Murnet Technologies will acquire, on request, an Internet Domain Name (only from our US vendor) on behalf of the Customer. In such case the Customer hereby waives any and all claims which it may have against Murnet Technologies for any loss, damage, claim or expense arising out of, or in relation to, the registration of such Domain Name in any on-line or off-line network directories, membership lists or registration lists, or the release of the Domain Name from such directories or lists following the termination of services by Murnet Technologies for any reason. Any costs of Murnet Technologies in obtaining or maintaining a domain name for Customer or its customers shall be immediately reimbursed to Murnet Technologies upon invoice from Murnet Technologies to Customer.
b. You expressly understand and agree that any domains registered by you in your name using our registration service may be seized without notice to you by Murnet Technologies as collateral for any overdue amounts owed to Murnet Technologies if your account remains overdue past sixty (60) days, or as a result of a failure to meet your contractual obligations with Murnet Technologies.
c. You understand that in the event your account is past due sixty (60) days your domain ownership will be seized by Murnet Technologies Inc. The domain will be held by us for a period of thirty (30) days; if your account still remains delinquent after the holding period, Murnet Technologies will consider the Seizure permanent, and the domain may be sold by Murnet Technologies to offset any costs written off as a result of the delinquency.
d. In the event the domain is unsold after the holding period, you may contact the us and request to purchase the domain from Murnet Technologies for the fee(s) as well as any written-off amounts due to Murnet Technologies Inc.
e. Murnet Technologies may provide web hosting and other related services to Customer in accordance with the terms of this Agreement. All hosting services are provided on a best effort basis via a third party vender.
f. Upon request, Customer will be given access to their account via FTP (File Transfer Protocol), and may be given (at Murnet’s sole discretion) limited control panel access to same.
g. In no event shall Murnet Technologies be responsible for any data loss or corrupt data, fires or any other disaster or event not in control of Murnet. Client is encouraged to mirror or otherwise backup its data and/or its Website to another location.
h. In the event your account is past due thirty (30) days your hosting will be suspended. The data will be held by us for a period of thirty (30) days; if your account still remains delinquent after the holding period, Murnet Technologies may terminate your hosting account and all data shall be lost. Murnet reserves the right to charge a reinstatement fee to accounts that have been suspended.
i. From the date of actual implementation, the Murnet will host the Website in the manner specified in the invoice or Schedule, and will endeavor to make available the Resources for this purpose.
j. Murnet Technologies may suspend some or all of the Services in order to carry out scheduled maintenance or repairs. Subject to this, Murnet will endeavor to maintain the Website availability.
k. Murnet Technologies make available to the Customer the ability to update or amend the Website.]
l. Murnet Technologies may, upon request provide POP3, IMAP and webmail email services to the Customer. All mailboxes may be protected by anti-spam and anti-virus software]. If the Customer or a mailbox exceeds the relevant storage may delete suspend service and/or stored emails in an effort to bring the Customer or mailbox within the storage limit.
m. Murnet Technologies, on Business Days between the hours of 9.00 am and 4.00 pm (Eastern time zone), may provide a phone or e-mail helpdesk for the purpose of providing support to the Customer. Murnet will use reasonable endeavors to respond to requests for support.
5. RULES AND REGULATIONS:
a. Murnet Technologies may impose reasonable rules and regulations regarding the use of its services from time to time. Customer shall impose such rules and regulations on its customers to the extent necessary to ensure compliance. This information is posted on the Internet at our web site located at: http://www.mur.net/use-policy.html.
b. Murnet Technologies, at its sole discretion, may suspend or refuse to host any website it feels may violate copyright, trademark or other state, federal and/or international law.
c. Where Murnet Technologies reasonably suspects that there has been a breach of the provisions of the aforementioned, Murnet may suspend any or all of the Services and/or the Customer’s access to any or all Services while it investigates the matter.
e. Subject to the aforementioned, any breach by the Customer of these rules shall be deemed to be a material breach of this Agreement for the purposes of these rules.
f. The Customer will indemnify Murnet Technologies and undertakes to keep the Murnet Technologies indemnified against all liabilities, damages, losses, costs and expenses arising as a result of any breach by the Customer of these rules.
6. LIMITATION OF MURNET TECHNOLOGIES INC. OBLIGATIONS AND LIABILITY:
a. Murnet Technologies will utilize its best efforts to maintain acceptable performance of services contracted for services, but Murnet Technologies makes absolutely no warranties whatsoever, express or implied, including warranty of merchantability or fitness for a particular purpose. Murnet Technologies cannot guarantee continuous service, service at any particular time, or integrity of data stored or transmitted via its system or via the Internet. Murnet Technologies will not be liable for the inadvertent disclosure of, or corruption or erasure of, data transmitted or received or stored on its system. Murnet Technologies shall not be liable to Customer or any of its customers for any loss, claims or damages which may be suffered by Customer or its customers, including, but not limited to, losses or damages of any and every nature, resulting from the loss of data, inability to access Internet, or inability to transmit or receive information, caused by, or resulting from, delays, nondeliveries, or service interruptions whether or not caused by the fault or negligence of Murnet Technologies. This includes and is not limited to:
I. in respect of any loss of profits, income, revenue, use, production or anticipated savings;
II. for any loss of business, contracts or commercial opportunities;
III. for any loss of or damage to goodwill or reputation;
IV. in respect of any loss or corruption of any data, database or software;
V. in respect of any special, indirect or consequential loss or damage;
VI. for any losses arising out of a Force Majeure Event.
b. Murnet Technologies may discontinue servicing any hosting account or account, or may require fulfillment of conditions Murnet Technologies may choose to impose as a prerequisite for continuing to service said account. Such discontinuation or requirement may not be unreasonable, however, and Murnet Technologies agrees to provide Customer with reasonable notice via Email and fax of any such intent to discontinue or impose conditions.
c. Services provided by Murnet Technologies to Customer shall be deemed accepted for all purposes thirty days after presentation of invoice for such services, if no written claim or objection regarding such services has been received by Murnet Technologies within the 30-day period. No claim related to such accepted services shall be raised.
d. Murnet Technologies liability to Customer, and any end user of any account or other Murnet Technologies services is limited to the total amount paid and payable by the Customer to the Murnet under the Agreement during the 12-month period immediately preceding the event or events giving rise to the claim. In no event shall Murnet Technologies be liable to Customer, or any end user or any other entity for any special, consequential, or other damages, however caused, whether for breach of contract, negligence or otherwise, even if Murnet Technologies has been advised of the possibility of such damage.
e. Murnet’s aggregate liability under the Agreement and any collateral contracts will not exceed the total amount paid and payable by the Customer to the Murnet under the Agreement during the 12-month period immediately preceding the event or events giving rise to the claim.
f. Customer shall take all necessary measures to preclude Murnet Technologies from being made a party to any lawsuit or claim regarding Murnet Technologies services provided to any Customer or end user. Customer hereby agrees to indemnify and hold harmless Murnet Technologies from any and all claims of whatever nature brought by any of Customer's customers against Murnet Technologies in excess of the remedy set forth in paragraph 6(d or e)
7. CUSTOMER RESPONSIBILITIES:
a. The Customer will provide Murnet with all cooperation, information and documentation reasonably required for the implementation and hosting of the Website and the provision of the other Services, and the Customer will be responsible for procuring any third party cooperation reasonably required for the implementation and hosting of the Website and the provision of the other Services.
b. The Services are provided to the Customer only, and the Customer may not resell the Services to any third party.
c. The Customer will be responsible for obtaining suitable licenses of third party software (such as email client software) which are required for the full use of the Services.
d. It is the Customer’s responsibility to keep any passwords relating to the Services confidential, and to change such passwords on a regular basis. The Customer will notify the Murnet immediately if it becomes aware that a password relating to the Services is or may have been compromised or misused.
e. The Customer warrants that it has the legal right to disclose all Personal Data that it does in fact disclose to the Murnet under this Agreement, and that the processing of that Personal Data by the Murnet for the purposes of and in accordance with the terms of this Agreement will not breach any applicable laws.
8. PROPERTY RIGHTS:
a. Murnet Technologies owns all right, title and interest in Murnet Technologies trade names, service marks, inventions, copyrights, trade secrets, patents, and know-how relating to the design, function, or operation of accounts and of the hardware and software systems and resources necessary to provide the individual service elements of which they consist. This agreement does not constitute a license to Customer to use Murnet Technologies trade names or service marks. The use by Customer of the other property rights mentioned here is authorized only for the purposes of marketing and selling accounts in the Territory.
b. Murnet Technologies venders may also claim rights, title and interest to their trade names, service marks, inventions, copyrights, trade secrets, patents, and know-how relating to the design, function, or operation of Plans and of the hardware and software systems and resources necessary to provide the individual service elements of which they consist. This agreement does not constitute a license to Customer to use trade names or service marks.
The Customer warrants to the Murnet that it has the legal right and authority to enter into and perform its obligations under this Agreement.
Unless otherwise noted in this agreement, all of the parties' liabilities and obligations in respect of the subject matter of this Agreement are expressly set out in the terms of this Agreement. To the maximum extent permitted by applicable law, no other terms concerning the subject matter of this Agreement will be implied into this Agreement or any related contract.
a. Customer acknowledges that by reason of its relationship with Murnet Technologies hereunder, it may have access to certain information and materials relating to Murnet Technologies business, plans, customers, software technology, and marketing strategies that is confidential and of substantial value to Murnet Technologies, which value would be impaired if such information were disclosed to third parties. Customer agrees that it will not use in any way for its own account nor for the account of any third party, nor disclose to any third party, any such information revealed to it by Murnet Technologies. Customer further agrees that it will take every reasonable precaution to protect the confidentiality of such information. In the event of termination of this agreement, there shall be no use or disclosure by the Customer of any such confidential information in its possession, and all confidential materials shall be returned to Murnet Technologies or destroyed. The provisions of this section shall survive the termination of the agreement for any reason. Upon any breach or threatened breach of this section, Murnet Technologies shall be entitled to injunctive relief, which relief shall not be contested by Customer.
11. RELATIONSHIP OF THE PARTIES:
a. The relationship between Murnet Technologies and Customer is that of vendor and vendee. They shall not be construed as being joint ventures, franchiser/franchisee, or employer/employee. This agreement is a commercial agreement between businesses, not a consumer agreement. Customer has no authority, apparent or otherwise, to contract for or on behalf of Murnet Technologies, or in any other way legally bind Murnet Technologies in any fashion, nor shall Customer be authorized to make any representations about Murnet Technologies or its services other than to set forth Murnet Technologies responsibilities as outlined in this agreement.
a. The parties shall attempt to resolve all disputes arising out of this agreement in a spirit of cooperation without formal proceedings. Any dispute which cannot be so resolved (other than the collection of money due on unpaid invoices) and other than the injunctive relief referred to in paragraph 10 shall be subject to arbitration upon written demand of either party. Arbitration shall take place in Tampa Bay area, Florida, or at another location if the parties so agree. The arbitration shall take place before an arbitration panel chosen as follows: The parties shall each choose an arbitrator, and the two arbitrators shall choose a third arbitrator and determine the third arbitrator's compensation. Each party shall have one veto over the choice of the third arbitrator. The three arbitrators shall schedule an informal proceeding, hear the arguments, and decide the matter by secret majority vote. Unless the arbitrators decide otherwise, each party shall pay the costs of its own arbitrator, and shall pay half of the other costs of the arbitration proceeding. Each party shall have the right to have the proceedings transcribed. The arbitrators shall not have the authority to award punitive damages or any other form of relief not contemplated in the contract. The majority of arbitrators shall render a written opinion setting forth the basis on which they arrived at the decision regarding each issue submitted to arbitration; the dissenting arbitrator, if any, shall not issue a dissenting opinion. Regarding each issue submitted to arbitration, the decision shall be final and binding only to the extent it is accompanied by a written explanation of the basis upon which it was arrived at. Judgment upon the award, if any, rendered by the arbitrators may be entered in any court having jurisdiction thereof.
b. Should any legal action permissible under this agreement be instituted to enforce the terms and conditions of this agreement, in particular the right to collect money due on unpaid invoices, the prevailing party shall be entitled to recover reasonable attorney's fees and expenses incurred at both the trial and appellate levels.
13. TERM, TERMINATION: This agreement shall run until the anniversary date of the given service. It shall automatically be renewed on an annual basis unless terminated in one of the following ways:
a. By either party, by notifying the other in writing within 30 days of the anniversary date, that this agreement will not be renewed.
b. By Murnet Technologies, upon thirty (30) days' written notice, if Customer breaches any material and substantial provision of this agreement and has not cured by the end of the 30 days.
c. By Murnet Technologies, upon thirty (30) days' written notice, if
i. Murnet Technologies provides Customer with written notice of the specific reasons for its belief in this regard, and
ii. Customer has not cured by the end of the 30 days.
d. By Murnet Technologies, immediately upon giving written notice to Customer, in the event that
i. Any bank draft or check delivered by Customer to Murnet Technologies in payment for Products is returned unpaid and Customer fails to remedy such nonpayment within five business days;
ii. Customer becomes more than thirty (30) days in arrears in payment of its account with Murnet Technologies;
iii. There are instituted bankruptcy or insolvency proceedings against Customer, which are not vacated within thirty (30) days from the date of filing;
iv. Customer institutes voluntary bankruptcy or insolvency proceedings, or otherwise admits insolvency; or
v. Customer makes an assignment of all or part of its assets for the benefit of creditors.
e. By Murnet Technologies immediately, if Customer attempts to assign all or any part of this Agreement without Murnet Technologies prior written approval;
f. By Murnet Technologies immediately, if Customer fails to cause Murnet Technologies to be informed in writing immediately on the happening of any event specified in this section;
g. By Customer, immediately upon giving written notice to Murnet Technologies, if
i. There are instituted bankruptcy or insolvency proceedings against Murnet Technologies, which are not vacated within sixty (60) days from the date of filing;
ii. Murnet Technologies institutes voluntary bankruptcy or insolvency proceedings, or otherwise admits insolvency;
iii. Murnet Technologies makes an assignment of all or part of its assets for the benefit of creditors; or
iv. Murnet Technologies fails to cause Customer to be informed in writing immediately on the happening of any event specified in this section.
a. Customer's rights and obligations under this agreement may not be transferred or assigned directly or indirectly without the prior written consent of Murnet Technologies, which consent shall not be unreasonably refused.
b. As an exception to this paragraph, Murnet may subcontract any of its obligations under this Agreement to any third party.
15. PARTIAL INVALIDITY:
a. If any provision of this agreement is held to be invalid by a court of competent jurisdiction, then the remaining provisions shall nevertheless remain in full force and effect. Murnet Technologies and Customer agree to renegotiate in good faith any term held invalid and to be bound by mutually agreed substitute provision.
16. APPLICABLE LAW, JURISDICTIONAL MATTERS:
a. This agreement takes effect when accepted by Murnet Technologies in Florida. It is to be governed by and construed under the laws of the State of Florida and the United States of America. The federal and state courts of the State of Florida shall have exclusive jurisdiction to adjudicate any non-arbitrable dispute arising out of this agreement. Customer hereby expressly consents to (1) the jurisdiction of the courts of Florida and (2) service of process being effective upon it by registered mail sent to the address set forth at the beginning of this document, as may be changed from time to time by written notice actually received by Murnet Technologies. To the extent permissible by the law of Customer's jurisdiction, Customer waives any requirement that service of process or of any documents be made upon it pursuant to the provisions of The Hague Convention.
a. Except with respect to service of process as set forth in this agreement, all notices may be sent by email, fax, or express mail to the email address, fax number, or address most recently provided and will be effective upon transmission. Evidence of successful transmission shall be retained.
18. ENTIRE AGREEMENT; MODIFICATIONS:
a. This agreement sets forth the entire agreement and understanding between the parties and merges all prior discussion between them. We may, in our sole and absolute discretion, change or modify this Agreement, any policies or agreements which are incorporated herein, and any limits or restrictions on the Services, at any time, and such changes or modifications shall be effective immediately upon posting to this Site. Your use of the Services after such changes or modifications shall constitute your acceptance of this Agreement and any limitations to the Services as last revised. If you do not agree to be bound by this Agreement and any Service limitations as last revised, do not continue to use the Services. We may occasionally notify you of changes or modifications to this Agreement by email. It is therefore very important that you keep your shopper account information current. We assume no liability or responsibility for your failure to receive an email notification if such failure results from an inaccurate email address.
Murnet Technologies would welcome the opportunity to talk about your business needs, and how we could help you achieve your goals.