This Service Agreement (the “Agreement”) is between Mural Consulting Corporation. (“Mural”) and the organization agreeing to these terms (“Customer”). The Agreement governs access to and use of the Mural Outlook migration client software and related services (“Services”) by Customer. Mural will use the Services to migrate the Customer’s authorized users from the Customer’s existing Outlook email platform to the cloud-based Microsoft 365 platform. Your consent is necessary to allow Mural to perform the Services.
By clicking “I Accept,” you acknowledge that you have reviewed the following terms and conditions, have the authority to bind the organization, and accept the Agreement on the organization’s behalf.
1. Mural Services. Mural grants Customer a non-exclusive, non-transferable license to use the Services for the migration of Customer's email accounts to Outlook 365. Customer and its authorized users ("End Users") may use Mural Services in accordance with this Agreement. Customer may use Mural software to access the Services. Mural reserves the right to update the Services from time to time.
2. Customer Duties.
A. Compliance. Customer is responsible for use of the Services by its End Users. Customer and its End Users must use the Services in compliance with this Agreement, all Mural policies, and applicable regulations and laws.
B. Unauthorized Use and Access. Customer will prevent unauthorized use of the Services by its End Users and terminate any unauthorized use of or access to the Services. Customer will promptly notify Mural of any unauthorized use of or access to the Services.
C. Restrictions. Customer will not (i) sell, resell, or lease the Services; (ii) use the Services in activities wherein use or failure of the Services could cause physical damage, death, or personal injury; or (iii) reverse engineer the Services, nor assist anyone else to do so, unless otherwise permitted by law.
3. Third-Party Services. If Customer uses any third-party service in conjunction with the Services, (A) Mural will not be responsible for any act or omission of the third party, including the third party's access to or use of Customer Data and (B) Mural does not warrant or support any service provided by the third party.
4. Intellectual Property.
A. Reservation of Rights. Except as expressly provided, this Agreement does not grant (i) Mural any intellectual property rights in Customer content or data, or (ii) Customer any intellectual property rights in the Services or Mural trademarks and brand features.
B. Limited Permission. Customer grants Mural only rights that are reasonably necessary for Mural to offer the Services. This permission also extends to third parties Mural works with to offer the Services (e.g., payment providers, customer service specialists).
5. Fees and Payment. Customer agrees to pay all applicable fees, and authorizes Mural to charge those fees according to Mural's standard billing procedures. Customer is responsible for providing complete and accurate billing and contact information to Mural. Mural reserves the right to suspend or terminate the Services for non-payment.
6. Term & Termination of Agreement.
A. Term. This Agreement will remain in effect until terminated, which either party may do on 30 days' written notice.
B. Effects of Termination. If this Agreement terminates, the rights granted by Mural to Customer will cease immediately. The following sections will survive expiration or termination of this Agreement: 4 (Intellectual Property Rights), 5 (Fees & Payment),7 (Indemnification), 8 (Disclaimers), 9 (Limitation of Liability), 10 (Disputes), and 11 (Miscellaneous).
7. Indemnification.
A. By Customer. Customer will indemnify, defend, and hold harmless Mural from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys' fees) arising out of any claim by a third party against Mural and its affiliates regarding (i) Customer's use of the Services, or (ii) Customer or End User's violation of this Agreement.
B. By Mural. Mural will indemnify, defend, and hold harmless Customer from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys' fees) arising out of any claim by a third party against Customer to the extent based on an allegation that Mural's technology used to provide the Services to the Customer infringes or misappropriates any copyright, trade secret, U.S. patent, or trademark right of the third party. In no event will Mural have any obligations or liability under this section arising from (i) use of any Services in a modified form or in combination with materials not furnished by Mural, and (ii) any content, information, or data provided by Customer, End Users, or other third parties.
C. Possible Infringement. If Mural believes the Services infringe or may be alleged to infringe a third party's Intellectual Property Rights, then Mural may (i) obtain the right for Customer to continue using the Services, (ii) provide a non-infringing functionally equivalent replacement, (iii) modify the Services so that they no longer infringe, or(iv) terminate this Agreement without liability to Customer.
D. General. The party seeking indemnification will promptly notify the other party of the claim and cooperate with the other party in defending the claim. The indemnifying party will have full control and authority over the defense, except that (i) any settlement requiring the party seeking indemnification to admit liability requires prior written consent, not to be unreasonably withheld or delayed, and (ii) the other party may join in the defense with its own counsel at its own expense. THE INDEMNITIES ABOVE ARE MURAL AND CUSTOMER'S ONLY REMEDY FOR VIOLATION BY THE OTHER PARTY OF A THIRD PARTY'S INTELLECTUAL PROPERTY RIGHTS.
8. Disclaimers.
THE SERVICES ARE PROVIDED "AS IS." TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER CUSTOMER NOR MURAL AND ITS AFFILIATES, SUPPLIERS, OR DISTRIBUTORS MAKE ANY WARRANTY, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, AND NON-INFRINGEMENT.
9. Limitation of Liability.
TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT FOR MURAL OR CUSTOMER'S INDEMNIFICATION OBLIGATIONS, NEITHER CUSTOMER NOR MURAL AND ITS AFFILIATES, SUPPLIERS, OR DISTRIBUTORS WILL BE LIABLE UNDER THIS AGREEMENT FOR (i) INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR (ii) LOSS OF USE, DATA, BUSINESS, REVENUES, PROFITS, GOODWILL OR OTHER INTANGIBLE LOSSES (IN EACH CASE WHETHER DIRECT OR INDIRECT), EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. TO THE FULLEST EXTENT PERMITTED BY LAW, MURAL'S AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE LESSER OF$10,000 OR THE AMOUNT PAID BY CUSTOMER FOR THE SERVICES HEREUNDER DURING THE TWELVE MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.
10. Disputes.
A. Agreement to Arbitrate. Customer and Mural agree to resolve any claims relating to this Agreement or the Services through final and binding arbitration, except as set forth below. Mural may select an appropriate arbitration service provider and the arbitration shall be held in any jurisdiction where Mural maintains an office or it is registered to do business.
B. Exception to Agreement to Arbitrate. Notwithstanding section 11(B) & (C), either party may bring a lawsuit in the federal or state courts of Tucson, Arizona solely for injunctive relief to stop unauthorized use or abuse of the Services or infringement of intellectual property rights. Both Customer and Mural consent to venue and personal jurisdiction there.
C. NO CLASS ACTIONS. Customer may only resolve disputes with Mural on an individual basis and will not bring a claim in a class, consolidated, or representative action.
11. Miscellaneous.
A. Agreement Modification. Mural may revise this Agreement from time to time. If a revision, in Mural's sole discretion, is material, Mural will notify Customer (by, for example, sending an email to the email address associated with the applicable account). Other revisions may be posted to Mural's terms page. By continuing to access or use the Services after revisions become effective, Customer agrees to be bound by the revised Agreement. If Customer does not agree to the revised Agreement terms, Customer may terminate the Services within thirty (30) days of receiving notice of the change.
B. Entire Agreement. This Agreement constitutes the entire agreement between Customer and Mural with respect to the subject matter of this Agreement and supersedes and replaces any prior or contemporaneous understandings and agreements, whether written or oral, with respect to the subject matter of this Agreement.
C. Governing Law. This Agreement is governed by Arizona law except for its conflicts of law principles.
D. Severability. Any provision of the Agreement deemed to be unenforceable will be modified to reflect the parties' intention and only to the extent necessary to make it enforceable. The remaining provisions of the Agreement will remain in full effect.
E. Waiver. The failure of Mural to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of that right or provision.
F. Assignment. Customer may not assign or transfer this Agreement or any rights or obligations under this Agreement without Mural's written consent. Mural may not assign this Agreement without providing notice to Customer, except Mural may assign this Agreement or any rights or obligations under this Agreement to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets without providing notice. Any other attempt to transfer or assign is void.
G. No Agency. Mural and Customer are not legal partners or agents.
H. Force Majeure. Except for payment obligations, neither Mural nor Customer will be liable for any default or delay in the performance of any obligations under this Agreement if such default or delay is caused by a condition beyond the party's reasonable control (e.g., fire, natural disaster, act of war or terrorism, riot, labor condition, governmental action, or internet disturbance).
I. No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement. Without limiting this section, End Users are not third-party beneficiaries to Customer's rights under this Agreement.
