HomeMy WebLinkAboutCAG2024-371 - Extension - Tactivos, Inc. DBA Mural - Mural Membership Renewal - 8/30/24 FOR CITY OF KENT OFFICIAL USE ONLY
Sup/Mgr:
Agreement Routing Form Dir Asst:
• For Approvals,Signatures and Records Management Dir/Dep:
KE N T This form combines&replaces the Request for Mayor's Signature and Contract Cover (Optional)
WASHINGTON Sheet forms.
Originator: Department:
Ikhra Mohamed IT
Date Sent: Date Required:
c 09/03/2024 09/10/2024
CL Director or Designee to Sign. Date of Council Approval:
Q N/A
Budget Account Number: Grant?:Yes ZNo
52001770.64260.1800
Budget? Yes:No Type: N/A
Vendor Name: Category:
Tactivos, Inc. dba MURAL Contract
Vendor Number: Sub-Category:
= 2451965 Extension
0
Project Name: Mural Membership Renewal
E
C Project Details:Renewal of Mural Plus Membership (23 licenses), at a cost of $5,417.84, including
= any applicable Washington State Use Tax, under Director's signature authority.
Processed by Pcard.
C
4) Agreement Amount: $5 417.84 Basis for Selection of Contractor: Direct Negotiation
*Memo to Mayor must be attached
Start Date: 08/30/2024 Termination Date: 08/29/2025
Q Local Business?F--]YesFv(-]No* If meets req uiremen ts per KCC 3.70.100,please complete"Vendor Purchase-Local Exceptions'form on Cityspace.
Business License Verification:Yes:ln-Process:Exempt(KCC 5.01.045)
Notice required prior to disclosure? Contract Number:
❑Yes7 No CAG2024-371
Comments:
3 \ '
3 0 Mike Carrington, IT Director
N 'A�> 3 Date: 04/10/24
c
in
Interlocal Agreement has been uploaded to website:
,c«w»373__,0 Visit Documents.KentWA.gov to obtain copies of all agreements
rev.20210513
Receipt
fMu, ai
Invoice number BF9EE889-0004
Receipt number 2844-9745
Date paid August 30, 2024
Payment method Visa - 3491
MURAL-Tactivos Inc Bill to
611 Gateway Boulevard Ikhra Mohamed
Suite 120,#1015 220 Fourth Avenue South
South San Francisco, California 94080 KENT, Washington 98032
United States United States
+1 415-687-2501 ITA@kentwa.gov
billing@mural.co
$4,916.37 paid on August 30, 2024
Description Qty Unit price Amount
MURAL - Plus 23 $215.88 $4,965.24
Aug 30, 2024—Aug 30, 2025
Subtotal $4,965.24
Total $4,965.24
Applied balance -$48.87
Amount paid $4,916.37
2844-9745•$4,916.37 paid on August 30,2024 Page 1 of 1
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Effective date: May 1, 2023
These are the standard terms applicable to all Mural self-serve, online and reseller
customers. By creating or administering an account and accessing and using the
Services, you are agreeing to be bound by this Services Agreement and our Data
Processing Addendum ("DPA") and the Documentation and any applicable Plan
Supplement (all available at mural.co/terms) (collectively, the "Agreement").
1. Definitions
Some capitalized terms are defined in this Section 1 and others are defined contextually
elsewhere in the Agreement. For purposes of this Agreement, "Mural," "we," "our" or "us"
means Tactivos, Inc., d/b/a Mural®, and "Customer," "you" or "your" mean you, the
customer that is purchasing, creating and administering access to Service under a Plan
pursuant to this Agreement. If you are purchasing or using the Service on behalf of your
company or a company domain, all references to "you" reference such company. Each
of Mural and you may also be referred to in this Agreement as a "party" or collectively
as the "parties.'
1.1 "Affiliate" means any entity which directly or indirectly controls, is controlled by, or is
under common control with a party.
1.2 "Authorized Users" means the individual human collaborators who you authorize
to use the Services.
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-i.c+ --uocumentaiion rueans trio umine aucurnentation, guiaeiines aria paiicies
provided by Mural in relation to the Services, Content and Materials, including our
service descriptions, Acceptable Use Policy, Copyright Policy, API Policy, technical
documentation, user guides and support documentation.
1.5 "Integration" means any software application, functionality, website, product or
service that will connect to or integrate with the Services or embed certain functionality
into a third party platform or service, via an API or SDK. You and your Authorized Users
choose which Integrations to activate with respect to your use of the Services.
1.6 "Materials" means any data, know-how, ideas, methods, models, specifications,
techniques, activities, frameworks, templates, content, and other technology or
materials provided by Mural in connection with the Services.
1.8 "Site" and "Sites" mean our websites at and any other websites we may later own
or operate.
1.9 "Subscription" means the certain Mural shared services offered on a subscription
basis, as and to the extent purchased by You in accordance with the Agreement.
2. The Services
2.1 Our Plans. We offer several subscription options for our Services at different price
points, and each with a slightly different mix of available features, functionality, support,
and configuration options (each a "Plan"). For more information on our available Plans,
please visit mural.co/pLicing. You may change your Plan at any time by following the
instructions on the Site, or by contacting support@mural.co (but note that prepaid fees
are non-refundable; see Section 7). Certain Plans may come with additional terms and
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2.2 Services access and use. In accordance with the terms and conditions of the
Agreement, Mural shall grant you and your Authorized Users access to and use of the
products and services as detailed in Documentation (the "Services") for your internal
business purposes. If your purchase includes Materials, Mural grants you and your
Authorized Users (if applicable) a limited, non-exclusive, non-sublicensable, non-
transferable right and license to access and use (view, download, print, reproduce,
distribute and display) the Materials solely for your own personal or internal business
purposes. You may not make any public or commercial use of the Materials, or modify,
create derivative works from, or publicly publish, distribute or display the Materials. All
other uses of the Materials are subject to Mural's express prior written approval, which
may be granted or denied by Mural in our sole discretion. After the Subscription Term
(as applicable, either may be referred to as the "Term"), you may retain your personal
copies of the Materials downloaded or otherwise received during the Term, subject to
the terms of this Agreement, but may not otherwise access or use the Materials after
the Term. You agree that your purchase of Services is not contingent on the delivery of
any future features or functionality, or dependent on any oral or written public
comments made by us regarding future functionality or features.
2.3 Ownership of the Services. The Services and Materials, as well as the trademarks
or service marks for or associated therewith, are owned by or licensed to Mural and
subject to intellectual property rights under United States and foreign laws and
international conventions. We reserve all rights in the Services and Materials. You must
retain all trademark, copyright and other proprietary notices contained in and on the
Services and Materials. You gain no independent rights to the Services, Materials, any
Mural intellectual property, or to any other data, content or information to which you
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:&.c+Auznorizeu users. i ne Services may omy rye accesseu ana urea ray Hutnorizeu
Users in accordance with this Agreement, including the Documentation. You are
responsible for the activity of your Authorized Users and the confidentiality of your and
their login credentials.
2.5 Your responsibilities. You are responsible for, and for any liability resulting from:
your Content; your use of the Services; all actions taken through your account, whether
or not actually or expressly authorized by you; and acquiring, maintaining and securing
your own networks, hardware, software, and computer systems, which are not included
in the Services. You may not (i) misappropriate or otherwise commercially exploit any
part of the Services or Materials; (ii) modify, disassemble, decompile, reverse engineer,
copy, reproduce, or create derivative works from the Services or Materials; (iii) damage
or tamper with any part of the Services; (iv) breach any security measure; or (v) access
the Services to compete with Mural or build a competitive product or service.
2.6 Your Content. By accessing and using the Services, you grant us a license to host,
use, transmit, display, perform, copy, distribute, and modify your Content solely to
enable us to provide the Services. (We may need to modify your Content to conform to
technical requirements for viewing on your computer or mobile device.) This above
license is non-exclusive, royalty-free, sublicensable (as expressly provided for below),
revocable and worldwide. Mural may only sublicense to third parties with whom Mural
has a contractual relationship and only for the limited purpose of providing the Services
to you under this Agreement. When your Content is no longer stored on the Services or
this Agreement terminates, this license ends. This license also applies to Content that is
submitted through or stored on Integrations; if you choose to use an Integration with a
Service, you grant us permission to allow the Integration and its provider to access
Content, data and information about your usage of the Integration as appropriate for
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monitor, and does not monitor, your Content.
2.7 Third Party Services. The Services may contain, or enable link to third party
websites, applications, services or content, including via Integrations (collectively
"Third Party Services"). We do not own or operate the Third Party Services and
cannot guarantee their continued availability or compatibility. We have not reviewed,
and cannot review, all of the material made available through Third Party Services. We
do not warrant or support the Third Party Services. The availability of such links through
the Services does not represent, warrant or imply that we endorse any Third Party
Services or any content, materials, opinions, goods or services available on or through
them. Our Documentation does not apply to Third Party Services. Your decision to visit
or link to a Third Party Service, or to activate an Integration, is your decision and your
responsibility. We are not responsible for any breach of your Content or any information
that is transmitted to, or accessed by, a Third Party Service.
3. Payment
3.1 Payment. Customer agrees to pay the fees and rates associated with your Plan (the
"Service Fees"). Please see mural.co/pricing for more information on our current Plan
pricing. Your Plan fees and rates at the time of purchase will be specified when you
"check-out" on the Site. Unless explicitly indicated otherwise in our Agreement or at the
time of "check-out", all payments will be made by credit card on the Site on the first day
of the payment period. For some Plans, Mural may offer alternative payment options.
Payments are non-cancelable, non-transferable, non-refundable, and not subject to
acceptance, except as expressly stated elsewhere in the Agreement. You may change
your payment information by entering updated information as provided through the
user interface of the Service.
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resulting from your purchases, other than any Taxes based on Mural's net income.
3.3 Invoicing. If you are paying by credit card, each Invoice is due and payable
immediately. In any other case, Mural will invoice you as follows as of the first day of
each payment period for the Service Fees and Taxes due for that payment period (each
an "Invoice"). All payments shall be in United States dollars. Your payment period will be
your "Subscription Term," the period of time of your paid subscription before the
subscription renews, typically monthly or annually. Each Invoice is due and payable
fifteen (15) days following the Invoice date according to the payment instructions
provided on the Invoice. You agree that we may charge your credit card or invoice you,
as applicable, upon prior notice, for renewals, expenses, and any other unpaid fees at
anytime during the payment period, including applicable fees for your use of the
Service exceeding the purchased amount of memberships, or other units of Services.
You may add a purchase order number to an Invoice, if necessary for your internal
payment processing requirements.
3.4 Late payments. In the event of late payments or non-payments (collectively,
"Delinquent Accounts"), Mural reserves the right to suspend the Services, charge
interest on any past-due amounts, or downgrade you to a Free Plan until those
amounts are paid in full, to be decided by us in our sole discretion. If, after working in
good faith with the Customer, Mural is not successful in resolving the Delinquent
Account, any interest will accrue on past due amounts at the rate of one and one half
percent (1.5%) per month, but in no event greater than the highest rate of interest
allowed by law, calculated from the date such amount was due until the date that
payment is received by Mural. Further, Customer will reimburse Mural for the
reasonable costs of collection, including reasonable fees and expenses of attorneys.
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delivered upon expiration of the prior Plan's Subscription Term.
For example, if you pay monthly for our Business Plan and decide to downgrade to a
Team+ Plan in the middle of the month, you will still have access to all Business Plan
features and functionality through the end of the month, at which point your
subscription for the Team+ Plan will begin. If you choose to upgrade your Plan during
your Subscription Term, we may: (a) apply any prepaid Service Fees towards the new
Plan fees and issue you an Invoice for any difference in fees; or (b) refund any prepaid
Service Fees covering your prior Plan on a pro-rata basis for the unused portion of the
prior Subscription Term, and start a new Subscription Term under the new Plan; or (c)
take any other action we deem necessary to ensure a smooth transition, as determined
by us in our sole discretion.
4. Termination
4.1 Term. If you are using the Services under our Free Plan, then your ability to access
and use the Services will continue until your account is closed. If you are using the
Services under a paid subscription Plan, your subscription will automatically renew
according to the Subscription Term that you choose at check-out on the Site until you
cancel. We will notify you before your subscription renews with instructions on how to
change or cancel your subscription, if you so choose.
4.2 Canceling Your Plan. You may cancel your Mural subscription Plan at any time by
visiting the MANAGE WORKSPACE > BILLING menu for your account. If you decide to
cancel your Plan, you will retain access to your account and your Plan features for the
remainder of your Subscription Term. Your prepaid fees are non-refundable. Any
outstanding Invoices will become immediately due and payable in accordance with the
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any prepaid fees covering the remainder of your Subscription Term after the effective
date of termination.
4.3 Termination for cause. Either party may terminate this Agreement immediately
upon written notice if the other party materially breaches this Agreement and fails to
correct the breach within thirty (30) days following written notice specifying the breach.
In addition, if a party becomes or is declared insolvent or bankrupt, is the subject of any
proceedings relating to its liquidation, insolvency, or for the appointment of a receiver,
or makes an assignment for the benefit of any creditor, then the other party may
terminate this Agreement immediately upon written notice. If you terminate this
Agreement for cause underthis Section (Termination for cause), we will refund to you
any prepaid fees or expenses covering the remainder of your Service Term after the
effective date of termination. If we terminate this Agreement for cause, you will pay any
outstanding Invoices and any unpaid fees or expenses covering the remainder of the
Service Term after the effective date of termination.
4.4 Effect of termination. Upon termination of this Agreement (or the expiration of any
Service Term, if Customer has not renewed the Services, Customer's right to access
and use the Services will immediately end, and Customer and its Authorized Users will
immediately cease all use of the Services. The parties also will cease any and all use of
Confidential Information belonging to the other party, and return or destroy any such
Confidential Information upon request. In no event will any termination or expiration
relieve you of your obligation to pay any fees payable to us for the period prior to the
effective date of termination.
4.4 What happens to your Content. Upon termination of this Agreement or the
expiration of the service term that is not renewed, we will have no further obligation to
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and procedures.
4.5 Survival. The rights and obligations of Mural and Customer contained in the
following sections will survive expiration or termination of this Agreement; Sections 3
(Payment), 4.4 (Effect of Termination), 4.5 (What Happens To Your Content), 4.6
(Survival), 6 (Confidentiality), 7.3 (Warranty Disclaimer), 11 (Indemnification), 12
(Limitations of Liability), and 15 (Miscellaneous).
S. Security', Data
5.1 Data Processing Addendum. The parties expressly incorporate by reference the
Mural Data Processing Addendum ("DPA") to ensure compliance with global laws and
regulations related to the processing of Personal Data (defined in the DPA) in
connection with the Services and this Agreement.
5.2 Security. Mural has adopted and will maintain administrative, technical, physical,
and organizational Security Measures (defined in the DPA) as detailed in Schedule F of
our DPA.
5.3 Compatibility. Provision of the Services to you involves the ongoing operation,
support, and improvement of the Services. Mural securely processes information
related to how the Services are used by all customers and users to analyze, develop,
protect, and improve the Services, including developing new features or functionality
for the Services as well as developing new related or expected products or services. You
acknowledge and agree that Mural may process Personal Data for such purposes, and
that such purposes are compatible with, reasonably necessary, and proportionate to
providing the Services.
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those terms are generally understood under applicable financial regulations; (c) Mural
does not act as a "school official" as defined under FERPA, and customers are solely
responsible for using the Services only for non-FERPA covered purposes; and (d) you
will not use Mural Services to store, transmit or process any special categories of data
as enumerated in GDPR Article 9(1) or any tax identification numbers, Social Security
numbers, driver's license numbers, or other similar government identification numbers.
Notwithstanding anything in our Agreement to the contrary and to the maximum
extent permitted by law, Mural will have no liability for any use of the Services in
violation of this Section 5.4.
6. Confidentiality
6.1 Definition. "Confidential Information" means all information disclosed by a party
to the other party, whether orally or in writing, that is designated as confidential or that
reasonably should be understood to be confidential given the nature of the information
and the circumstances of disclosure. Customer Content is Customer Confidential
Information, provided that if you instruct us in writing or through the Services to share
or otherwise publish your Content, we are entitled to do so in accordance with this
Agreement. Mural Confidential Information includes: the software for the Services,
whether in source or executable code; Product Research materials and information;
nonpublic business, product, marketing, pricing and sales information; audit materials
and reports; internal policies, procedures and controls; and the results of any
performance tests of the Services. Confidential Information does not include
information that: (i) is or becomes generally known to the public through no breach of
any obligation owed to the disclosing party; (ii) was known to the receiving party prior
to its disclosure by the disclosing party without breach of any obligation owed to the
disclosing party; (iii) is received from a third party without knowledge of any breach of
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u.z rroieciion oT LoonTiaeniiai inTormaTion. /As uetween the parties, each party
retains all ownership rights in and to its Confidential Information. The receiving party
will; (a) use the same degree of care that it uses to protect the confidentiality of its own
Confidential Information of like kind (but not less than reasonable care); (b) not use or
disclose any Confidential Information of the disclosing party for any purpose outside
the scope of this Agreement; and (c) limit access to Confidential Information of the
disclosing party, except as otherwise authorized by the disclosing party in writing, to
only those employees, agents and contractors (including its Affiliates, legal counsel,
auditors and accountants) who (i) need that access for purposes consistent with this
Agreement and (ii) are bound to obligations of confidentiality that are not materially
less protective of the Confidential Information than those contained in this Agreement.
6.3 Compelled disclosures. Notwithstanding the foregoing, Confidential Information
may be disclosed to the extent required by any court or governmental agency. Before
disclosing such information, the receiving party must provide the disclosing party with
sufficient advance notice of the request for the information to enable the disclosing
party to exercise any rights it may have to challenge or limit the request to receive such
Confidential Information. If the receiving Party is compelled by law to disclose the
disclosing party's Confidential Information as part of a civil proceeding to which the
disclosing Party is a Party, and the disclosing Party is not contesting the disclosure, the
disclosing Party will reimburse the receiving Party for its reasonable cost of compiling
and providing secure access to that Confidential Information.
7. Representations, Warranties &
Covenants
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the Services and this Agreement.
7.2 Mural commitments. In addition to the representations, warranties and covenants
elsewhere in this Agreement, Mural further represents, warrants and covenants that: (a)
Mural will not materially decrease the overall functionality of the Services during
payment term of Service; (b) Mural will not materially lower the level of security and
protection of the Services; (c) the Services will be free from any "copyleft" open source
license that would require the open licensing of Customer Content; and (d) we conduct
background checks on all of our employees and independent contractors with access
to Customer Content. With respect to Services, Mural warrants only that the relevant
Services will be performed consistent with generally accepted industry standards. If the
Services do not conform to such warranty, Mural will re-perform the non-conforming
Services. For any breach of a warranty in this Section 7.2, Customer's exclusive
remedies are for Mural to correct the defects in the Service and those described in the
"Termination" section above.
7.3 Warranty disclaimer. Except as expressly provided for in this Agreement and
to the maximum extent permitted by law,the Services are provided warranty
free, on an "as is" and "as available" basis.We make no further representations,
warranties or conditions of any kind, express or implied, including any warranties
of merchantability,fitness for a particular purpose, accuracy, completeness, or
non-infringement.We further disclaim any and all warranties arising from the
course of dealing or usage of trade. Some states or jurisdictions do not allow the
limitation or exclusion of certain warranties, or the exclusion or limitation of certain
damages. If you reside in one of these states or jurisdictions, the above limitations or
exclusions may not apply to you.
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regarding the Services, there is a chance we will use it, although we are not obligated to
use it. If we choose to implement suggestions or feedback, then it becomes part of the
Services and our property. Unless in the context of Product Research, all suggestions or
feedback will be treated as non-confidential and non-proprietary and we will not be
liable for any use or disclosure of any suggestions or feedback, nor will the submitter be
entitled to any compensation for our use of their suggestion or feedback.
8.2 Product Research. As part of the Services, from time to time you or certain of your
Authorized Users may be invited to participate in studies, focus groups, workshops,
beta testing, or other research or testing of features, products or services, some of
which may not yet be ready for general release ("Product Research"). Participation is
completely voluntary. We are not forming a partnership, joint venture, agency, or
employment relationship with you or your Authorized Users just by virtue of
participating in Product Research. We are under no obligation to generally release the
feature or functionality subject to Product Research, or to provide any special
maintenance, technical support, or other service or support for Product Research. All
materials associated with Product Research are provided on an "as is" and "as
available" basis, without any warranties of any kind, express or implied.
9. Publicity
Mural may refer to you as one of Mural's customers for marketing or promotional
purposes. You grant us the right to use your name and logo solely for such purposes.
We will adhere to any trademark guidelines that you provide to us, and any goodwill
that arises from our use of your name or logo shall inure solely to your benefit. In
addition, you agree to serve as a reference account for Mural. We will provide you with
reasonable notice and obtain your consent before scheduling any reference calls. You
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Customer's experience with the Services without the prior written consent of the other
party.
10. Disputes; Choice of Law
This Agreement will be governed by and interpreted in accordance with the internal
laws of the state of California, without regard to conflicts of laws principles. In the event
of any controversy or claim arising out of or relating to this Agreement, or its breach or
interpretation, the parties will submit to the exclusive jurisdiction of and venue in state
or federal courts located in the Northern District of California/ San Jose, California, USA..
Each party waives all defenses of lack of personal jurisdiction and inconvenient forum.
11. Indemnification
11.1 Indemnification by Mural. Mural will defend Customer against any claim, demand,
suit or proceeding made or brought against Customer by a third party alleging that any
Services infringe or misappropriate such third party's intellectual property rights (a
"Claim Against Customer"), and will indemnify Customer from any damages, attorney
fees and costs finally awarded against Customer as a result of, or for amounts paid by
Customer under a settlement approved by Mural in writing of, a Claim Against
Customer. In the event that our right to provide the Services is threatened or enjoined,
we may in our sole discretion either obtain the right to continue providing the Services,
or replace or modify the Services so that they become non-infringing, or, if such
remedies are not reasonably available, terminate this Agreement upon thirty (30) days
written notice without liability to you and refund any prepaid fees covering our Services
on a pro-rata basis following the effective date of such termination. The above defense
and indemnification obligations will not apply if the Claim Against Customer arises
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Service, or Customer's material breach of this Agreement.
11.2 Indemnification by Customer. Customer will defend Mural and its Affiliates
against any claim, demand, suit or proceeding made or brought against Mural by a
third party: (a) alleging that the combination of a Third Party Service or configuration
provided by Customer and used with the Services infringes or misappropriates such
third party's intellectual property rights; or (b) arising from (i) Customer's use of the
Services or Content in an unlawful manner or in violation of the Agreement, (ii) any
Content or Customer's use of Content with the Services, or (iii) a Third Party Service
provided by Customer; ((a)-(b) each a "Claim Against Mural"); and will indemnify
Mural from any damages, attorney fees and costs finally awarded against Mural as a
result of, or for any amounts paid by Mural under a settlement approved by Customer
in writing of, a Claim Against Mural. The above defense and indemnification obligations
will not apply if the Claim Against Mural arises from Mural's material breach of this
Agreement.
11.3 Indemnification procedures. Each party's respective defense and
indemnification obligations are contingent upon: (1) the indemnified party providing the
defending party with prompt written notice of an eligible claim (no more than thirty (30)
days after receipt of notice of the claim), as well as reasonable cooperation, assistance
and information in the defense and settlement of any claim; and (2) the defending
party having sole authority to defend or settle such claim (provided that the defending
party will not enter into a settlement that is not confidential, requires an admission of
fault, or imposes non-monetary relief without the indemnified party's prior written
consent, which shall not be unreasonably withheld). The indemnified party will have the
right to participate in the defense with counsel of its own choosing at its own expense,
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-I I.,+ txciusive remeay. I nis Jectlon I I stcaes tree IrwerTmaying party s sine IIclmity to,
and the indemnified party's exclusive remedy against, the other party for any third
party claim described in this section notwithstanding anything to the contrary in this
Agreement.
12. Limitation of Liability
12.1 Notwithstanding anything in the Agreement to the contrary and to the
maximum extent permitted by law, in no event shall either party be liable to the
other party for any incidental, special, exemplary, consequential, or punitive
damages, including loss of income, profits, or revenue, business interruption, or
cost of substitute services, whether or not such party has been advised of the
possibility of such damages, and whether any claim for recovery is based on
theories of contract, warranty,tort (including negligence and strict liability), or
otherwise.
12.2 Except for the excluded liabilities, notwithstanding anything in the
Agreement to the contrary and to the maximum extent permitted by law, in no
event shall either party's aggregate liability to the other in connection with this
Agreement or Customer's access to and use of the Services exceed the total fees
paid by Customer for the Services under which the claim arose in the twelve (12)
month period preceding the claim or action, regardless of the form or theory of
the claim or action.
12.3 For purposes of this Section 12, the "excluded liabilities" means any liabilities arising
from; (a) indemnification obligations under Section 11 (Indemnification); (b) breach of
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13. For U.S. Government Customers
Mural provides the Services, including all related software and documentation to the
extent applicable, for ultimate federal government use solely in accordance with the
following: Government technical data and software rights related to the Services
include only those rights customarily provided to the public as defined in this
Agreement. This customary commercial license is provided in accordance with Federal
Acquisition Regulation (48 C.F.R. 2.101) ("FAR") 12.211 (Technical Data) and 12.212
(Computer Software), and for Department of Defense transactions, Defense Federal
Acquisition Regulation Supplement ("DFAR") 252.227-7015 (Technical Data Commercial
Items) and DFAR 227.7202-3 (Rights in Commercial Computer Software or Computer
Software Documentation), as applicable, and notwithstanding any other FAR, DFAR, or
other contractual clause to the contrary in any agreement into which this Agreement
may be incorporated. If a government agency needs additional rights, it must negotiate
with Mural to determine if there are acceptable terms for granting those rights, and a
mutually acceptable written addendum to this Agreement must be executed
specifically granting those rights. Mural may make available certain deployments of the
Services that are expressly designated for use by government customers at their
option, and such deployments will be subject to a Plan Supplement.
14. Export Compliance
Access to the Services may not be legal in jurisdictions where Mural is not authorized to
do business or that are subject to embargoes or sanctions. Each party agrees to
comply with all relevant U.S. and foreign export and import laws in connection with this
Agreement. By accessing and using the Services, you represent, warrant, and covenant
that you and your Authorized Users: are not or located in (or a national of) a country
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Government (e.g., the U.S. Department of Treasury's Specially Designated Nationals list
and Foreign Sanctions Evaders list, and the U.S. Department of Commerce's Entity List),
European Union or its member states, or other applicable government authority. Any
attempt to access or use the Services in breach of the foregoing, or by any person, is
considered a material breach of the Agreement. We reserve full rights to change or limit
access to the Services as necessary to ensure compliance with applicable laws and
regulations.
15. Miscellaneous
15.1 Updates to our Agreement. Our business, technology and Services evolve over
time, and global laws and regulations are rapidly changing. Accordingly, we may need
to modify our Agreement (including this Agreement) from time to time. If we make a
material change to our Agreement (including this Agreement), such changes will
become effective on the date we publish the changes or as set forth in any notice we
may provide about the changes. Your continued access to the Services will indicate you
have accepted the modified terms. WE RESERVE THE RIGHT TO CHANGE OUR PLANS
AND RELATED SERVICE FEES (OR BEGIN CHARGING PLAN SERVICE FEES) ATANY
TIME IN OUR SOLE DISCRETION.
15.2 Assignment. Neither party may assign or transfer this Agreement, in whole or in
part, without the prior written consent of the other party (not to be unreasonably
withheld) except in the event of either: (1) the direct or indirect acquisition of either (a)
the majority of voting stock of such party or (b) all or substantially all of the assets of
such party, by another entity in a single transaction or a series of transactions; or (2) the
merger of such party with another entity. Any attempted assignment or transfer in
violation of this Section 15.2 will be null and void. Subject to the foregoing restrictions,
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-iu..s imoiice. Hii notices requirea to rye sent under tnis Hgreernent must rye in writing
and sent to the other party at the address set forth below the signature block. If no
address is listed for Customer, notice to Customer will be effective if given to the last
known address. Notice will be deemed given upon: (i) the date actually delivered in
person; (ii) the day after the date sent by overnight courier; or (iii) five (5) days following
the date such notice was mailed by first class or registered mail.
15.4 No third party beneficiaries. This Agreement is intended for the sole and
exclusive benefit of the signatories; there are no third party beneficiaries, and only the
parties may enforce this Agreement.
15.5 Relationship of the parties. Nothing in this Agreement will be deemed to create
an agency, partnership, joint venture, employer-employee or franchisor-franchisee
relationship of any kind between the parties. Neither party will have the power to bind
the other or to incur obligations on the other's behalf without such other party's prior
written consent.
15.6 Waiver and severability. The waiver by either party of any default or breach of
this Agreement will not constitute a waiver of any other or subsequent default or
breach. This Agreement operates to the fullest extent permissible by law. In the event
any provision of this Agreement is held to be invalid or unenforceable, the remaining
provisions of this Agreement will remain in full force and effect.
15.7 Titles and headings. The section titles and headings are for convenience only and
have no legal or contractual effect. The word "will" shall be construed to have the same
meaning as "shall." The words "include," "includes," and "including" will be deemed to be
followed by "without limitation;' The word "or" will not be exclusive. The phrase "to the
extent" will be construed to mean the degree to which a subject or other matter
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specifically provided. All references to "$" and "dollars" will be deemed to refer to United
States currency unless otherwise specifically provided.
15.8 Customer Affiliates. Authorized Users of Customer Affiliates may use the
Services as Authorized Users of Customer. In such a case, Customer shall remain fully
responsible for such Affiliates' acts and omissions to this Agreement. Alternatively, a
Customer Affiliate may purchase Services on its own from Mural. In this alternative
case Affiliate agrees to be bound by the terms of this Agreement and treated as the
"Customer." Neither Customer nor any of its Affiliates have any rights under each
other's purchases, and a breach or termination of any purchase is not a breach nor
termination under any other.
15.9 Entire agreement. This Agreement constitutes the complete and exclusive
agreement between the parties concerning its subject matter and supersedes all prior
or contemporaneous agreements, written or oral, concerning its subject matter.
Notwithstanding any language to the contrary, no terms or conditions stated in any
software, onboarding, support, marketing or other materials , will be incorporated into
or form any part of this Agreement, and all such supposed terms or conditions shall be
null and void.
15.10 Order of precedence. To the extent of any conflict or inconsistency between the
provisions of this Agreement, the following order of precedence will apply: (1) any
applicable supplement; (2) the DPA; and (3) this Agreement. Any terms and conditions
stated on a purchase order or similar document issued by Customer for payment
purposes shall be null and void.
16. Reseller Orders
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-in:i uommerciai terms. instead dr paying iviurai, uustcrner will pay appiicauie
amounts to Reseller as agreed between Customer and Reseller. Customer's order
details (such as the scope of use and fees) will be as stated in an Order Form, purchase
order or similar document placed by Reseller with Mural on Customer's behalf. Reseller
is responsible for verifying the accuracy of all Customer information and order
information provided in any such quote, purchase order or similar document. Mural
may suspend or terminate Customer's rights to use the Services if it does not receive
the corresponding payment from Reseller. If Customer is entitled to a refund under this
Agreement, Mural will refund any applicable fees to Reseller and Reseller will be solely
responsible for refunding the appropriate amounts to Customer, unless otherwise
specified.
16.2 Relationship with Mural. This Agreement is directly between Mural and
Customer and governs all use of the Services by Customer. Resellers are not authorized
to modify this Agreement or make any promises or commitments on Mural's behalf,
and Mural is not bound by any obligations to Customer other than as set forth in this
Agreement. Mural is not party to (or responsible under) any separate agreement
between Customer and Reseller and is not responsible for the Reseller's acts,
omissions, products or services. The amount paid or payable by the Reseller to Mural
for Customer's use of the Services under this Agreement will be deemed the amount
paid or payable by Customer to Mural under this Agreement for purposes of Section 12
(Limitations of Liability).
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Date of Last Revision: 12/12/2023
This Website Terms of Use ("TOU") governs how Tactivos Inc. dba Mural ("Mural," "we,"
"us," "our") provides its websites that link to these TOU, including https://mural.co
(collectively referred to herein as the "Website(s)").
PLEASE ALSO READ THESE TOU CAREFULLY,AS THEYAFFECTYOUR LEGAL
RIGHTS AND OBLIGATIONS,AND CONTAIN A BINDING ARBITRATION CLAUSE
THAT WILL GOVERN ANY DISPUTES YOU HAVE WITH US REGARDING THE
WEBSITE. IF YOU DO NOTAGREE TO THESE TERMS, PLEASE DO NOT USE THE
WEBSITE.
We reserve the right, at our sole discretion, to change or modify portions of these TOU
at any time. If we do this, depending on the nature of the change, we will post the
changes on this page and indicate at the top of this page the date these terms were
last revised and/or notify you, either through the Websites' user interface, in an email
notification, or through other reasonable means and as required by applicable law.
Except where otherwise prohibited by applicable law, your continued use of the
Websites after the date any such changes become effective constitutes your
acceptance of the new TOU.
At Mural, we respect the privacy of our users. For details please see our Privacy
Statement, which is incorporated into these TOU by reference.
1.Access and Use of the Website
1.1 Use Description:
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shall be transferred to you. Mural may revoke your license at any time in its sole
discretion.
1.2 Modifications to the Websites;
Mural reserves the right to modify or discontinue, temporarily or permanently, the
Websites (or any part thereof) with or without notice. You agree that Mural will not be
liable to you or to any third party for any modification, suspension or discontinuance of
the Websites.
2. Conditions of Use
You are solely responsible for all video, images, information, data, text, software, music,
sound, photographs, graphics, messages or other materials ("Content") that you
upload, post, publish or display (hereinafter, "Upload") or email or otherwise use via the
Websites. Mural reserves the right to investigate and take appropriate legal action
against anyone who, in Mural's sole discretion, violates this provision, including without
limitation, removing the offending Content from the Website, suspending or
terminating the account of such violators and reporting you to the law enforcement
authorities. You agree to not use the Website to:
email or otherwise Upload any Content that (i) infringes any intellectual property or
other proprietary rights of any party; (ii) you do not have a right to Upload under
any law or under contractual or fiduciary relationships; (iii) contains software
viruses or any other computer code, files or programs designed to interrupt,
destroy or limit the functionality of any computer software or hardware or
telecommunications equipment; (iv) poses or creates a privacy or security risk to
any person; (v) constitutes unsolicited or unauthorized advertising, promotional
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defamatory, vulgar, obscene, pornographic, libelous, invasive of another's privacy,
hateful, racially, ethnically or otherwise objectionable; or (vii) in the sole judgment
of Mural, is objectionable or which restricts or inhibits any other person from using
or enjoying the Websites, or which may expose Mural or its users to any harm or
liability of any type;
interfere with or disrupt the Websites or servers or networks connected to the
Websites, or disobey any requirements, procedures, policies or regulations of
networks connected to the Websites;
violate any applicable local, state, national or international law, or any regulations
having the force of law;
impersonate any person or entity, or falsely state or otherwise misrepresent your
affiliation with a person or entity;
solicit personal information from other users; or harvest or collect email addresses
or other contact information of other users from the Websites by electronic or
other means for the purposes of sending unsolicited emails or other unsolicited
communications;
advertise or offer to sell or buy any goods or services for any business purpose that
is not specifically authorized;
further or promote any criminal activity or enterprise or provide instructional
information about illegal activities; or
obtain or attempt to access or otherwise obtain any materials or information
through any means not intentionally made available or provided for through the
Websites.
3. Intellectual Property Rights
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vveusite content ) tnat are protected uy copyngnt, patent, traaeruarK, trade secret or
other proprietary rights and laws. Except as expressly authorized by Mural, you agree
not to modify, copy, frame, scrape, reverse-engineer, rent, lease, loan, sell, distribute or
create derivative works based on the Websites or the Website Content, in whole or in
part, except that the foregoing does not apply to your own User Content (as defined
below) that you legally Upload to the Website. In connection with your use of the
Websites you will not engage in or use any data mining, robots, scraping or similar data
gathering or extraction methods. If you are blocked by Mural from accessing the
Websites (including blocking your IP address), you agree not to implement any
measures to circumvent such blocking (e.g., by masking your IP address or using a
proxy IP address). Any use of the Websites or the Website Content other than as
specifically authorized herein is strictly prohibited. Any rights not expressly granted
herein are reserved by Mural.
The Mural name and logos are trademarks and service marks of Mural (collectively the
"Mural Trademarks"). Other product and service names and logos used and displayed
via the Websites may be trademarks or service marks of their respective owners who
may or may not endorse or be affiliated with or connected to Mural. Nothing in this TOU
or the Websites should be construed as granting, by implication, estoppel, or otherwise,
any license or right to use any of Mural Trademarks displayed on the Websites, without
our prior written permission in each instance. All goodwill generated from the use of
Mural Trademarks will inure to our exclusive benefit.
You acknowledge and agree that Mural may preserve Content and may also disclose
Content if required to do so by law or in the good faith belief that such preservation or
disclosure is reasonably necessary to: (a) comply with legal process, applicable laws or
government requests; (b) enforce these TOU; (c) respond to claims that any Content
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various networks; and (b) changes to conform and adapt to technical requirements of
connecting networks or devices.
3.2 Third Party Material:
Under no circumstances will Mural be liable in any way for any Content or materials of
any third parties (including users), including, but not limited to, for any errors or
omissions in any Content, or for any loss or damage of any kind incurred as a result of
the use of any such Content. You acknowledge that Mural does not pre-screen Content,
but that Mural and its designees will have the right (but not the obligation) in their sole
discretion to refuse or remove any Content that is available via the Websites. Without
limiting the foregoing, Mural and its designees will have the right to remove any
Content that violates these TOU or is deemed by Mural, in its sole discretion, to be
otherwise objectionable. You agree that you must evaluate, and bear all risks
associated with, the use of any Content, including any reliance on the accuracy,
completeness, or usefulness of such Content.
3.3 User Content Transmitted Through the Website:
With respect to the Content or other materials you Upload through the Websites or
share with other users or recipients (collectively, "User Content"), you represent and
warrant that you own all right, title and interest in and to such User Content, including,
without limitation, all copyrights and rights of publicity contained therein, and that you
have all required rights to post or transmit such User Content or other materials
without violation of any third-party rights. By Uploading any User Content you hereby
grant and will grant Mural, its affiliated companies and partners a nonexclusive,
worldwide, royalty free, fully paid up, transferable, sublicensable, perpetual, irrevocable
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methods now known or later developed and for any and all purposes (commercial or
otherwise).
You acknowledge and agree that any questions, comments, suggestions, ideas,
feedback or other information relevant to the Website ("Submissions"), provided by you
to Mural, its affiliated companies or partners are non-confidential and Mural, its
affiliated companies and partners will be entitled to the unrestricted use and
dissemination of these Submissions for any purpose, commercial or otherwise, without
acknowledgment or compensation to you.
4.Third Party Websites
The Website may provide, or third parties may provide, links or other access to other
sites and resources on the Internet. Mural has no control over such sites and resources
and Mural is not responsible for and does not endorse such sites and resources. You
further acknowledge and agree that Mural will not be responsible or liable, directly or
indirectly, for any damage or loss caused or alleged to be caused by or in connection
with use of or reliance on any Content, events, goods or services available on or
through any such site or resource. Any dealings you have with third parties found while
using the Websites are between you and the third party, and you agree that Mural is not
liable for any loss or claim that you may have against any such third party.
5. Indemnity and Release
To the fullest extent permitted by law, you agree to release, indemnify and hold Mural
and its affiliates and their officers, employees, directors and agent harmless from any
and all losses, damages, expenses (including reasonable attorneys' fees and court
costs), rights, claims, actions of any kind (including any inquiries or investigations), and
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control of any matter otherwise subject to indemnification by you and, in such case, you
agree to cooperate with Mural in the defense of such matter.
If you are a California resident, you waive California Civil Code Section 1542, which says:
"A general release does not extend to claims which the creditor does not know or
suspect to exist in his favor at the time of executing the release, which if known by him
must have materially affected his settlement with the debtor" If you are a resident of
another jurisdiction, you waive any comparable statute or doctrine.
6. Disclaimer of Warranties
YOUR USE OF THE WEBSITES IS AT YOUR SOLE RISK. THE WEBSITES, AND THE
INFORMATION AND CONTENT PROVIDED ON OUR WEBSITES, ARE PROVIDED ON AN
"AS IS" AND "AS AVAILABLE" BASIS. EXCEPTAS OTHERWISE EXPRESSLY PROVIDED
HEREIN, Mural EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER
EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE,
AND NON-INFRINGEMENT.
Mural MAKES NO WARRANTY THAT (I) THE WEBSITES WILL MEETYOUR
REQUIREMENTS, (II) THE WEBSITES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR
ERROR-FREE, (III) THE RESULTS OR CONTENTTHAT MAY BE OBTAINED FROM THE
USE OF THE WEBSITES WILL BE ACCURATE OR RELIABLE, OR (IV) THE QUALITY OF
ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR
OBTAINED BYYOU THROUGH THE WEBSITES WILL MEETYOUR EXPECTATIONS.
7. Limitation of Liability
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DAMAGES FOR LOSS OF PROFITS INCLUDING BUT NOT LIMITED TO, DAMAGES FOR
LOSS OF GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF THE
MURAL ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES),
WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR
OTHERWISE, RESULTING FROM: (1) THE USE OR THE INABILITYTO USE THE
WEBSITES; (11) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES
RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR
OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH
OR FROM THE WEBSITES; (111) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR
TRANSMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCT OF ANYTHIRD PARTY ON
THE WEBSITES; OR (V) ANY OTHER MATTER RELATING TO THE WEBSITES. IN NO
EVENT WILL THE MURAL ENTITIES' TOTAL LIABILITY TO YOU FOR ALL DAMAGES,
LOSSES OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID THE MURAL
ENTITIES IN THE LAST SIX (6) MONTHS, OR, IF GREATER, ONE HUNDRED DOLLARS
($100).
SOME JURISDICTIONS DO NOTALLOW THE EXCLUSION OF CERTAIN WARRANTIES
OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR
CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET
FORTH ABOVE MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY
PORTION OF THE WEBSITES OR WITH THESE TOU, YOUR SOLE AND EXCLUSIVE
REMEDY IS TO DISCONTINUE USE OF THE WEBSITES.
8. Binding Arbitration; Class Action Waiver
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS,
INCLUDING YOUR RIGHT TO FILE OR PARTICIPATE IN A LAWSUIT IN COURT.
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they will first use good faith efforts to settle the Dispute informally and directly through
consultation and negotiations before initiating any formal dispute resolution
proceeding in arbitration or otherwise. Such informal resolution requires first sending a
written description of the dispute to the other party. For any Dispute you initiate, you
agree to send the written description of the Dispute along with the email address
utilized as your username and profile associated with your account, if applicable, to the
following mailing or email address:
Mural Legal Department
611 Gateway Boulevard
Suite 120 - #1015 -
San Francisco, CA 94080
Phone: +1 415 687 2501
Email: legal@mural.co
The written description must be on an individual basis and provide, at minimum, the
following information: your name and contact information; a description of the nature
or basis of the claim or dispute; the specific relief sought; and proof of your relationship
with Mural. Unless the parties agree to extend the period for informal resolution, if the
Dispute is not resolved within sixty (60) days after receipt of the written description of
the Dispute, you and Mural agree to the further Dispute resolution provisions below.
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be tolled while the parties engage in this informal dispute resolution procedure.
8.2 Mutual Arbitration Agreement. If the informal dispute resolution procedure does not
lead to resolution, then either party may initiate binding arbitration as the sole means to
resolve Disputes, (except as provided in herein) subject to the terms set forth below and
the National Arbitration and Mediation ("NAM") rules. If you are initiating arbitration, a
copy of the demand shall also be emailed to legal@mural.co . If you are a Mural
accountholder, any demand filed by you initiating arbitration must include the email
address you used to log onto Mural, as well as any profile associated with that account
that is controlled by you.
You and Mural agree that the terms of this Section 8 (collectively the "Arbitration
Agreement") govern any and all disputes between us including but not limited to claims
arising out of or relating to any aspect of the relationship between us, the Terms of
Service, or your use of the Services, whether based in contract, tort, statute, fraud,
misrepresentation or any other legal theory (each a "Dispute" and collectively
"Disputes").
The parties further agree that the determination of the scope, enforceability, or
applicability of this Arbitration Agreement, including, but not limited to any claim that all
or any part thereof of this Arbitration Agreement is void or voidable, whether a claim is
subject to arbitration, and any dispute regarding the payment of administrative or
arbitrator fees (including the timing of such payments and remedies for nonpayment)
will be resolved exclusively by final and binding arbitration in accordance with this
Section 8.
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i nis Araiiraiion Agreement superseaes any prior Arpiiraiion Agreement enierea
by the parties and is applicable to unfiled claims that arose, were asserted, or
involve facts occurring before the existence of this Arbitration Agreement or any
prior agreement as well as claims that may arise after the termination of this
Arbitration Agreement, in accordance with the notice and opt-out provisions set
forth herein.
The parties agree that this Arbitration Agreement is made pursuant to a transaction
involving interstate commerce, and shall be governed by the Federal Arbitration Act
("FAA"), 9 U.S.C. §§ 1-16.
Notwithstanding the parties' decision to resolve all Disputes through arbitration, each
party retains the right to (i) elect to have any claims resolved in small claims court on
an individual basis for disputes and actions within the scope of such court's jurisdiction,
regardless of what forum the filing party initially chose; (ii) bring an action in state or
federal court to protect its intellectual property rights ("intellectual property rights" in
this context means patents, copyrights, moral rights, trademarks, and trade secrets
and other confidential or proprietary information, but not privacy or publicity rights) or
for defamation; and (iii) seek a declaratory judgment, injunction, or other equitable relief
in a court of competent jurisdiction regarding whether a party's claims are time-barred
or may be brought in small claims court. Seeking such relief shall not waive a party's
right to arbitration under this Arbitration Agreement, and any filed arbitrations related
to any action filed pursuant to this paragraph shall automatically be stayed pending the
outcome of such action.
8.3 Class Arbitration and Collective Relief Waiver. YOU AND Mural ACKNOWLEDGE
AND AGREE THAT, TO THE MAXIMUM EXTENT ALLOWED BY LAW, EXCEPT AS SET
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PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO RESOLVE AN
INDIVIDUAL PARTY'S CLAIM. NOTWITHSTANDING THIS ACKNOWLEDGEMENT AND
AGREEMENT, ANY ARBITRATION INVOLVING YOU MAY PROCEED ON A
CONSOLIDATED BASIS IFAND ONLY IF MURAL PROVIDES ITS CONSENTTO
CONSOLIDATE IN WRITING. With the exception of this subpart 8.3 and subparts 8.6
and 8.7 below, if any part of this Arbitration Agreement is deemed to be invalid,
unenforceable or illegal, or otherwise conflicts with the rules of NAM, then the balance
of this Arbitration Agreement shall remain in effect and shall be construed in
accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision
were not contained herein. If, however, this subpart 8.3 or subparts 8.6 or 8.7 are found
to be invalid, unenforceable or illegal, then the entirety of this Arbitration Agreement
shall be null and void, and neither you nor Mural shall be entitled to arbitrate their
Dispute.
8.4 Arbitration Rules. The arbitration will be administered by NAM and conducted
before a single arbitrator in accordance with the rules of NAM, including, as applicable,
NAM Comprehensive Dispute Resolution Rules and Procedures, Fees For Disputes
When One of the Parties is a Consumer and the Mass Filing Supplemental Dispute
Resolution Rules and Procedures in effect at the time any demand for arbitration is filed
with NAM, excluding any rules or procedures governing or permitting class or
representative actions. The applicable NAM rules and procedures are available at
www.namadr.com or by emailing National Arbitration and Mediation's Commercial
Dept at commercial@namadr.com.
8.5 Arbitration Location and Procedure. For all U.S. residents, the arbitration shall be
held (i) at a location determined under the applicable NAM rules and procedures that is
reasonably convenient for you and is no more than 100 miles from your home or place
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statutes of limitations, and shall honor claims of privilege recognized at law. The
arbitrator or arbitration body shall be empowered to grant whatever relief would be
available in a court under law or in equity. The arbitrator has the right to impose
sanctions in accordance with the NAM rules and procedures for any frivolous claims or
submissions the arbitrator determines have not been filed in good faith, as well as for a
party's failure to comply with the Informal Dispute Resolution Procedure contemplated
by this Arbitration Agreement. If the amount in controversy does not exceed $10,000
and you do not seek injunctive or declaratory relief, then the arbitration will be
conducted solely on the basis of documents you and Mural submit to the arbitrator,
unless the arbitrator determines that a hearing is necessary, or the parties agree
otherwise.
If the amount in controversy exceeds $10,000 or seeks declaratory or injunctive relief,
either party may request (or the arbitrator may determine) to hold a hearing, which shall
be via videoconference or telephone conference unless the parties agree otherwise.
Subject to the applicable NAM rules and procedures, the parties agree that the
arbitrator will have the discretion to allow the filing of dispositive motions if they are
likely to efficiently resolve or narrow issues in dispute. Unless otherwise prohibited by
law, all arbitration proceedings will be confidential and closed to the public and any
parties other than you and Mural (and each of the parties' authorized representatives
and agents), and all records relating thereto will be permanently sealed, except as
necessary to obtain court confirmation of the arbitration award (provided that the party
seeking confirmation shall seek to file such records under seal to the extent permitted
by law).
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similar relief) presented by or with the assistance or coordination of the same law
firm(s) or organization(s) are submitted to NAM against Mural (a "Mass Filing"), the
parties agree (i) to administer the Mass Filing in batches of 10 demands per batch (to
the extent there are fewer than 10 arbitration demands left over after the batching
described above, a final batch will consist of the remaining demands) with only one
batch filed, processed, and adjudicated at a time; (ii) to designate one arbitrator for
each demand within the batch (the same arbitrator may preside over multiple
demands in a batch if the relevant claimants and Mural so agree); (iii) to accept
applicable fees, including any related fee reduction determined by NAM in its
discretion; (iv) that no other demands for arbitration that are part of the Mass Filing
may be filed, processed, or adjudicated until the prior batch of 10 is filed, processed,
and adjudicated; (v) that fees associated with a demand for arbitration included in a
Mass Filing, including fees owed by Mural and the claimants, shall only be due after
your demand for arbitration is included in a set of batch proceedings and that batch is
properly designated for filing, processing, and adjudication; (vi) that the staged process
of batched proceedings, with each set including 10 demands, shall continue until each
demand (including your demand) is adjudicated or otherwise resolved; and (vii) to make
good faith efforts to resolve each batch of demands within 180-days, failing which any
of the claimants or Mural may cease arbitration and file in a court of competent
jurisdiction.
Arbitrator selection for the demands in each batch shall be conducted to the greatest
extent possible in accordance with the applicable NAM rules and procedures for such
selection, and the arbitrator will determine the location where the proceedings for each
demand within a batch will be conducted.
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discretion, for each batch of demands. The parties further agree to cooperate with each
other and the arbitration provider or arbitrator to establish any other processes or
procedures that the arbitration provider or arbitrator believe will provide for an efficient
resolution of claims. Any disagreement between the parties as to whether this provision
applies or as to the process or procedure for hatching shall be resolved by a procedural
arbitrator appointed by NAM. This "Batch Arbitration" provision shall in no way be
interpreted as increasing the number of demands necessary to trigger the applicability
of NAM's Mass Filing Supplemental Dispute Resolution Rules and Procedures or
authorizing class arbitration of any kind. Unless Mural otherwise consents in writing,
Mural does not agree or consent to class arbitration, private attorney general
arbitration, or arbitration involving joint or consolidated claims under any
circumstances, except as set forth in this subpart 8.6. If your demand for arbitration is
included in the Mass Filing, your claims will remain tolled until your demand for
arbitration is decided, withdrawn, or is settled.
The parties agree that this batching provision is integral to the Arbitration Agreement
insofar as it applies to a Mass Filing. If the batching provision in this subpart 8.6 or the
engagement of a mediator in subpart 8.7 is found to be invalid, unenforceable or illegal,
then the entirety of this Arbitration Agreement shall be null and void, and neither you
nor Mural shall be entitled to arbitrate any claim that is a part of the Mass Filing.
8.7 Mediation Following First Batch in a Mass Filing. The results of the first batch of
demands will be given to a NAM mediator selected from a group of 5 mediators initially
proposed by NAM, with Mural and the remaining claimants' counsel being able to strike
one mediator each and then rank the remaining mediators and the highest collectively
ranked mediator being selected. The selected mediator will try to facilitate a resolution
of the remaining demands in the Mass Filing. After the results are provided to the
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outstanding demands during the Mediation Period, and cannot agree on a
methodology for resolving them through further arbitrations, either Mural or any
remaining claimant may opt out of the arbitration process and have the demand(s)
proceed in a court of competent jurisdiction. Notice of the opt-out will be provided in
writing within 60 days of the close of the Mediation Period. If neither Mural nor the
remaining claimants opt out and they cannot agree to a methodology for resolving the
remaining demands through further arbitration, the arbitrations will continue with the
batching process. Absent notice of an opt-out, the arbitrations will proceed in the order
determined by the sequential numbers assigned to demands in the Mass Filing.
8.8 Arbitrator's Decision. The arbitrator's decision shall be controlled by the terms and
conditions of these Terms of Service and any of the other agreements referenced
herein that the applicable user may have entered into in connection with the website.
The arbitrator will render an award within the time frame specified in the applicable
NAM rules and procedures. The arbitrator's decision will include the essential findings
and conclusions upon which the arbitrator based the award. Judgment on the
arbitration award may be entered in any court having jurisdiction thereof. The arbitrator
will have the authority to award monetary damages on an individual basis and to grant,
on an individual basis, any non-monetary remedy or relief available to an individual to
the extent available under applicable law, the arbitral forum's rules, and this Arbitration
Agreement. The parties agree that the damages and/or other relief must be consistent
with the terms of the "Disclaimer and Limitation of Liability" section of these Terms of
Service as to the types and the amounts of damages or other relief for which a party
may be held liable. No individual arbitration award or decision will have any preclusive
effect as to issues or claims in any dispute with anyone who is not a named party to the
arbitration. Attorneys' fees will be available to the prevailing party in the arbitration if
authorized under applicable substantive law governing the claims in the arbitration.
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being cost-prohibitive regardless of the outcome of the arbitration, unless the arbitrator
determines that your claim(s) were frivolous or asserted in bad faith, in which case
arbitration fees (including attorneys' fees) may be imposed upon you consistent with
the Arbitrator's Rules and the standard for sanctions set forth in Federal Rule of Civil
Procedure 11. You are responsible for your own attorneys' fees unless the arbitration
rules and/or applicable law provide otherwise, including as set forth in this Arbitration
Agreement. The parties agree that NAM has discretion to reduce the amount or
modify the timing of any administrative or arbitration fees due under NAM's Rules
where it deems appropriate (including as specified in subpart (vi)) provided that such
modification does not increase the costs to you, and you further agree that you waive
any objection to such fee modification. The parties also agree that a good-faith
challenge by either party to the fees imposed by NAM does not constitute a default,
waiver, or breach of this Arbitration Agreement while such challenge remains pending
before NAM, the arbitrator, and/or a court of competent jurisdiction, and that any and
all due dates for those fees shall be tolled during the pendency of such challenge.
8.10 30-Day Right to Opt Out. You have the right to opt out and not be bound by the
Arbitration Agreement by sending written notice of your decision to opt out to
legal@mural.co with the subject line, "ARBITRATION OPT-OUT" The notice must be
sent within thirty (30) days of (a) December 20, 2023; or (b) your first use of the
Services, whichever is later. Otherwise, you shall be bound to arbitrate disputes in
accordance with the terms of these paragraphs. If you opt out of the Arbitration
Agreement, you may exercise your right to a trial by jury or judge, as permitted by
applicable law, but any prior existing agreement to arbitrate disputes under a prior
version of the Arbitration Agreement will not apply to claims not yet filed. If you opt out
of the Arbitration Agreement, and Mural also will not be bound by it.
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regardless of when such claims may have accrued. If Mural changes this "Binding
Arbitration and Class Action Waiver" section after the date you first accepted this
Arbitration Agreement (or accepted any subsequent changes to this Arbitration
Agreement), you agree that your continued use of the Service 30 days after such
change will be deemed acceptance of those changes.
9. General
These TOU constitute the entire agreement between you and Mural and govern your
use of the Websites, superseding any prior agreements between you and Mural with
respect to the Websites. These TOU will be governed by the laws of the State of
California without regard to its conflict of law provisions. With respect to any disputes or
claims not subject to arbitration, as set forth in Section 8 above, you and Mural agree to
submit to the personal and exclusive jurisdiction of the state and federal courts located
within California. The failure of Mural to exercise or enforce any right or provision of
these TOU will not constitute a waiver of such right or provision. If any provision of these
TOU is found by a court of competent jurisdiction to be invalid, the parties nevertheless
agree that the court should endeavor to give effect to the parties' intentions as
reflected in the provision, and the other provisions of these TOU remain in full force and
effect. You agree that regardless of any statute or law to the contrary, any claim or
cause of action arising out of or related to use of the Websites or these TOU must be
filed within one (1) year after such claim or cause of action arose or be forever barred. A
printed version of this TOU and of any notice given in electronic form will be admissible
in judicial or administrative proceedings based upon or relating to this TOU to the same
extent and subject to the same conditions as other business documents and records
originally generated and maintained in printed form. You may not assign this TOU
without the prior written consent of Mural, but Mural may assign or transfer this TOU, in
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failure in performance resulting directly or indirectly from an event beyond its
reasonable control. The Websites may also provide notices to you of changes to these
TOU or other matters by displaying notices or links to notices generally on the
Websites.
10. Questions? Concerns? Suggestions?
Please contact us at legal@mural.co with any questions regarding this TOU.
MC TO SIGN Tactivos Mural Renewal
Final Audit Report 2024-09-11
Created: 2024-09-10
By: Ikhra Mohamed(imohamed@kentwa.gov)
Status: Signed
Transaction ID: CBJCHBCAABAAHBNWp3RMD9kXiW1cwfLuRMoJmD3JIWC0
WC TO SIGN_Tactivos Mural Renewal" History
Document created by Ikhra Mohamed (imohamed@kentwa.gov)
2024-09-10-5:11:03 PM GMT
Document emailed to Mike Carrington (mcarrington@kentwa.gov)for signature
2024-09-10-5:11:20 PM GMT
140 Document e-signed by Mike Carrington (mcarrington@kentwa.gov)
Signature Date:2024-09-11 -0:02:48 AM GMT-Time Source:server
Agreement completed.
2024-09-11 -0:02:48 AM GMT
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