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The following are the terms and conditions for use of the MVI Live Stats service described herein (the "Service") between MVI Solutions and you (either an individual or a legal entity that you represent as an authorized employee or agent) ("You"). Please read them carefully. BY CLICKING THE "I ACCEPT" BUTTON, COMPLETING THE REGISTRATION PROCESS AND/OR USING THE SERVICE, YOU ARE STATING THAT YOU ARE ELIGIBLE FOR AN ACCOUNT AND THAT YOU AGREE TO BE BOUND BY ALL OF THESE TERMS AND CONDITIONS OF THE SERVICE ("AGREEMENT"). The Service is offered to you conditioned on your acceptance without modification of the terms, conditions, and notices contained herein.
 
DISCLAIMER OF WARRANTIES. The information and services included in or available through the Service, including the Reports, may include inaccuracies or typographical errors. Changes are periodically added to the information herein. MVI Live Stats and/or its respective suppliers may make improvements and/or changes in the Service or Software at any time, with or without notice. MVI Live Stats does not represent or warrant that the Service will be uninterrupted or error-free, that defects will be corrected, or that the Service, the Software or any other software on the Server are free of viruses or other harmful components. MVI Live Stats does not warrant or represent that the use of the Service or the Reports will be correct, accurate, timely or otherwise reliable. You specifically agree that MVI Live Stats and its wholly owned subsidiaries shall not be responsible for unauthorized access to or alteration of the Customer Data or data from Your Website.
 
THE SERVICE, THE SOFTWARE AND REPORTS ARE PROVIDED "AS IS" AND THERE ARE NO WARRANTIES, CLAIMS OR REPRESENTATIONS MADE BY EITHER EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO THE SERVICE. MVI Live Stats DOES NOT WARRANT THAT THE SERVICE, THE SOFTWARE OR REPORTS WILL MEET YOUR NEEDS OR BE FREE FROM ERRORS, OR THAT THE OPERATION OF THE SERVICE WILL BE UNINTERRUPTED. THE FOREGOING EXCLUSIONS AND DISCLAIMERS ARE AN ESSENTIAL PART OF THIS AGREEMENT AND FORMED THE BASIS FOR DETERMINING THE PRICE CHARGED FOR THE SERVICE. SOME STATES DO NOT ALLOW EXCLUSION OF AN IMPLIED WARRANTY, SO THIS DISCLAIMER MAY NOT APPLY TO YOU.
 
FEES AND SERVICES the Service is provided at rate provided in the pricing document on the www.MVI Live Stats.com site at the time you sign up. MVI Live Stats may change its fees and payment policies for the Service from time to time including but not limited to the addition of costs, the importing of cost data from search engines, or other fees charged to MVI Live Stats or its wholly-owned subsidiaries by 3rd party vendors for the inclusion of data in the Service reports. The changes to the fees or payment policies are effective upon Your acceptance of such changes which will be posted at www.MVI Live Stats.com (or such other URL MVI Live Stats may provide from time to time). Unless otherwise stated, all fees are quoted in U.S. Dollars. Any outstanding balance becomes immediately due and payable upon termination of this Agreement for any reason and any collection expenses (including attorneys' fees) incurred by MVI Live Stats will be included in the amount owed, and may be charged to the credit card or other billing mechanism associated with your account.
 
MEMBER ACCOUNT, PASSWORD, To register for the Service, You must complete the registration process by providing MVI Live Stats with current, complete and accurate information as prompted by the registration form, including Your e-mail address (username) and password. You shall protect your passwords and take full responsibility for Your own, and third party, use of Your accounts. You are solely responsible for any and all activities that occur under Your Account. You agree to notify MVI Live Stats immediately upon learning of any unauthorized use of Your Account or any other breach of security. From time to time, MVI's (or its wholly-owned subsidiaries') support staff may log in to the Service under Your customer password in order to maintain or improve service, including to provide You assistance with technical or billing issues. You hereby acknowledge and consent to such access.
 
NONEXCLUSIVE LICENSE . MVI Live Stats hereby grants You a limited, revocable, non-exclusive, non-sub-licensable license to install, copy and use the MVI Live Stats SCRIPTS solely as necessary to use the Service for one or more web pages that You own and control (collectively, the "Website"). Subject to the terms and conditions of this Agreement, You may remotely access, view and download Your Reports stored at stats.MVI Live Stats.com.com (or such other URL MVI Live Stats may provide from time to time). Your license of, use of and access to the Software and the Service (which may include, without limitation, the Software, Documentation and the Reports) is conditioned upon Your compliance with the terms and conditions of the Agreement, including the following:
 
You will not nor will You allow any third party to (i) copy, modify, adapt or otherwise create plagiaristic works of the Software or the Documentation; (ii) reverse engineer, de-compile or otherwise attempt to discover the source code of the Software, except as expressly permitted by the law in effect in the jurisdiction in which You are located; (iii) remove any proprietary notices or labels on the Software or placed by the Service; or (iv) use, post, transmit or introduce any device, software or routine which interferes or attempts to interfere with the operation of the Service or the Software. You will use the Software, Service and Reports solely for Your own internal use, and will not make the Software or Service available for timesharing, application service provider or service bureau use. You will comply with all applicable laws and regulations in Your use of and access to the Documentation, Software, Service and Reports.
 
This license will terminate immediately if You fail to comply with the terms of this Agreement. Upon such termination, You must destroy all originals and copies of the MVI Live Stats SCRIPTS in Your possession and so certify in writing to MVI Live Stats within ten (10) business days of termination and cease any further use of the Service without the express written consent of MVI.
 
RIGHTS AND PUBLICITY. MVI Live Stats and its wholly owned subsidiaries may retain and use, subject to the terms of its Privacy Policy (located at http://www.MVILiveStats.com/privacy.htm, or such other URL as MVI Live Stats may provide from time to time), information collected in Your use of the Service. MVI Live Stats will not share information associated with You or your Site with any third parties unless MVI Live Stats(i) has Your consent; (ii) concludes that it is required by law or has a good faith belief that access, conservation or disclosure of such information is necessary to protect the rights, property or safety of MVI, its users or the public; or (iii) provides such information in limited circumstances to third parties to carry out tasks on MVI's behalf (billing or data storage) with strict restrictions that prevent the data from being used or shared except as directed by MVI Live Stats. When this is done, it is subject to agreements that oblige those parties to process such information only on MVI's instructions and in compliance with this Agreement and appropriate confidentiality and security measures.
 
INDEMNIFICATION. You agree to indemnify, hold harmless and defend MVI Live Stats and its wholly owned subsidiaries, at Your expense, any and all third-party claims, actions, proceedings, and suits brought against MVI Live Stats or any of its officers, directors, employees, agents or affiliates, and all related liabilities, damages, settlements, penalties, fines, costs or expenses incurred by MVI Live Stats or any of its officers, directors, employees, agents or affiliates, arising out of or relating to (i) Your breach of any term or condition of this Agreement, (ii) Your use of the Service, (iii) Your violations of applicable laws, rules or regulations in connection with the Service. In such a case, MVI Live Stats will provide You with written notice of such claim, suit or action. You shall cooperate as fully as reasonably required in the defense of any claim.
 
You shall ensure that each Third Party is bound by and abides by the terms of this Agreement. MVI Live Stats and its wholly owned subsidiaries make no representations or warranties for the direct or indirect benefit of any Third Party. You agree to indemnify, hold harmless and defend MVI Live Stats and its wholly owned subsidiaries, at Your expense, against any and all third-party claims, actions, proceedings, and suits brought against MVI Live Stats or any of its officers, directors, employees, agents or affiliates, and all related liabilities, damages, settlements, penalties, fines, costs or expenses (including, without limitation, reasonable attorneys' fees and other litigation expenses) incurred by MVI.
 
THE EXCLUSION CONTAINED IN THIS PARAGRAPH SHALL APPLY REGARDLESS OF THE FAILURE OF THE EXCLUSIVE REMEDY PROVIDED IN THE FOLLOWING PARAGRAPH. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE LIMITATIONS OR EXCLUSIONS IN THIS AND THE FOREGOING PARAGRAPH MAY NOT APPLY TO YOU.
 
MVI's (and its wholly owned subsidiaries') total cumulative liability to You or any other party for any loss or damages resulting from any claims, demands, or actions arising out of or relating to this Agreement shall not exceed U.S. $50.
 
SERVICE LEVELS. MVI Live Stats does not guarantee the Service will be operable at all times or during any down time (1) caused by outages to any public Internet backbones, networks or servers, (2) caused by any failures of Your equipment, systems or local access services, (3) for previously scheduled maintenance or (4) relating to events beyond MVI's (or its wholly owned subsidiaries') control such as strikes, riots, insurrection, fires, floods, explosions, war, governmental action, labor conditions, earthquakes, natural disasters, or interruptions in Internet services to an area where MVI Live Stats or Your servers are located or co-located. Complete accuracy in all aspects of Your Statistics at all times also is not guaranteed.
 
"Confidential Information" includes any proprietary data and any other information disclosed by one party to the other in writing and marked "confidential" or disclosed orally and, within five business days, reduced to writing and marked "confidential". Notwithstanding the foregoing, Confidential Information will not include any information that is or becomes known to the general public, which is already in the receiving party's possession prior to disclosure by a party or which is independently developed by the receiving party without the use of Confidential Information. Neither party will use or disclose the other party's Confidential Information without the other's prior written consent except for the purpose of performing its obligations under this Agreement or if required by law, regulation or court order. In which case, the party being compelled to disclose Confidential Information will give the other party as much notice as is reasonably practicable prior to disclosing such information. Upon termination of this Agreement, the parties will promptly either return or destroy all Confidential Information and, upon request, provide written certification of such. You are responsible for safeguarding the confidentiality of Your password(s) and user name(s) issued to You by MVI, and for any use or misuse of Your account resulting from any third party using a password or user name issued to You. You agree to immediately notify MVI Live Stats of any unauthorized use of Your account or any other breach of security known to You.
 
The Service, which includes but is not limited to the MVI Live Stats SCRIPTS and the MVI Live Stats Software and all intellectual property rights in the Service are, and shall remain, the property of MVI Live Stats(and its wholly owned subsidiaries). All rights in and to the Processing Software not expressly granted to You in this Agreement are hereby expressly reserved and retained by MVI Live Stats and its licensors without restriction, including, without limitation, MVI's (and its wholly owned subsidiaries') right to sole ownership of the MVI Live Stats Software and Documentation. Without limiting the generality of the foregoing, You agree not to (and to not allow any third party to): (a) sublicense, distribute, or use the Service outside of the scope of the License granted herein; (b) copy, modify, adapt, translate, prepare derivative works from, reverse engineer, disassemble, or decompile the Processing Software or otherwise attempt to discover any source code or trade secrets related to the Service; (c) use the trademarks, trade names, service marks, logos, domain names and other distinctive brand features or any copyright or other proprietary rights associated with the Service for any purpose without the express written consent of MVI Live Stats; (d) register, attempt to register, or assist anyone else to register any trademark, trade name, serve marks, logos, domain names and other distinctive brand features, copyright or other proprietary rights associated with MVI Live Stats (or its wholly owned subsidiaries) other than in the name of MVI Live Stats (or its wholly owned subsidiaries, as the case may be); or (e) remove, obscure, or alter any notice of copyright, trademark, or other proprietary right appearing in or on any item included with the Service.
 
TERM and TERMINATION . Either party to the Agreement may terminate it at any time and for any reason.
 
Upon any termination or expiration of this Agreement, MVI Live Stats will cease providing the Service, and You will delete all copies of MVI Live Stats SCRIPTS code from all Pages and certify thereto in writing to MVI Live Stats within ten (10) business days of such termination. In the event of any termination (a) You will not be entitled to any refunds of any usage fees or any other fees, and (b) any (i) outstanding balance for Service rendered through the date of termination, and (ii) other unpaid payment obligations during the remainder of the Initial Term will be immediately due and payable in full and (c) all of Your historical report data will no longer be available to You unless a purchase or professional services agreement for the exchange and transfer of such data is entered into as a component of termination.
 
APPLICABLE LAW AND VENUE . MVI Live Stats shall be excused from performance hereunder to the extent that performance is prevented, delayed or obstructed by causes beyond its reasonable control. This Agreement (including any amendment agreed upon by the parties in writing) represents the complete agreement between us concerning its subject matter, and supersedes all prior agreements and representations between the parties. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed to the extent necessary to make it enforceable to the maximum extent permissible so as to affect the intent of the parties, and the remainder of this Agreement shall continue in full force and effect. This Agreement shall be governed by and construed under the laws of the state of Florida without reference to its conflict of law principles. In the event of any conflicts between foreign law, rules, and regulations, and Florida law, rules, and regulations, Florida law, rules and regulations shall prevail and govern. Each party agrees to submit to the exclusive and personal jurisdiction of the courts located in Broward County , Florida. Any notices to MVI Live Stats must be sent to: MVI ., 6301 NW 5th Way Suite 2650, Fort Lauderdale, Florida 33309, USA , via first class or air mail or overnight courier, and are deemed given upon receipt. A waiver of any default is not a waiver of any subsequent default. You may not assign or otherwise transfer any of Your rights hereunder without MVI's prior written consent, and any such attempt is void. The relationship between MVI Live Stats and You is not one of a legal partnership relationship, but is one of independent contractors. This Agreement shall be binding upon and inure to the benefit of the respective successors and assigns of the parties.

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