MergerTree Solutions

Service Request

"Our firm wanted the security of a data center and needed good email and calendaring along with collaboration. The hosted Small Business server provided us with all that and more!"
- Law Firm Managing Partner -

First Name	*
Last Name	*
Company	*
Address	*
City	*
State	*
Zip	*
Phone	*
Email	*

Select one or more MergerTree solutions*
Desktop Defense
Early Warning Network/Server Protection
Business-Class Hosted Email
Email Shield (Domain Level)
Data Safe Offsite Backup

How many Servers need to be protected?

How many Users do you have?

How many Email Accounts?

How did you hear about MergerTree?		*

How have you gotten computer support in the past?		*

I have read and agree to the MergerTree Terms of Service.		*

Terms and Conditions MergerTree Solutions, L.P. Online Services Agreement NOW, THEREFORE, MergerTree Solutions , L.P. (MergerTree) and Customer agree as follows: when customer registers for the any SERVICE provided by MergerTree, the Customer agrees to be bound by the terms and conditions of this MergerTree Services Agreement, hereafter called the AGREEMENT, for as long as the SERVICE is used by the Customer. 1. TERM The term of this Agreement shall commence on the Effective Date and shall remain in force as long as the Customer subscribes to a MergerTree provided service unless the Agreement is terminated in accordance with Section 11. 2. ORDER OF PRECEDENCE This Agreement, along with any Schedule of IT Service Terms referencing this Agreement, will control the provision of services by MergerTree to Customer. This Agreement, along with its Schedule of IT Service Terms constitutes the entire Agreement between the parties with respect to the subject matter herein, and supercedes all prior oral and written communications. In the event of a conflict of terms between the Agreement and a Schedule of IT Service Terms, the Schedule of IT Service Terms will prevail as to the conflicting term. PAYMENT AND INVOICING A. Customer agrees to pay MergerTree a set monthly fee for the services subscribed for by Customer. Customer also agrees to pay MergerTree amounts for additional services requested by Customer. B. The set monthly fee shall be charged to customer’s credit card on the 1st day of each month in advance of the accrual of fees for services. C. If Customer in good faith disputes any invoice, or portion thereof, then Customer must provide written notice to MergerTree of the basis for the specific disputed amount within fifteen (15) days of the issuance of the invoice. Customer must pay to MergerTree all invoice amounts that are not in dispute. The parties agree that neither party has the right of offset. 3. SOFTWARE A. Customer agrees to abide by the terms and conditions of the executed software licenses tendered to Customer by MergerTree. B. MergerTree shall provide access to software it licenses to Customer through: (1) installation on equipment at Customer’s site, (2) an ASP, if software is installed on equipment offsite or (3) other viable means as determined by MergerTree. 4. SERVICES A. The services requirements under the Agreement are those subscribed to by Customer. B. Customer is solely responsible for all data and content it transmits or accesses via any of the MergerTree services. C. MergerTree shall not monitor Customer’s communications related through MergerTree services, provided, however, MergerTree shall cooperate with government and judicially compelled requests for information. D. MergerTree is not responsible for verifying authorized access to services accessible by use of MergerTree. Customer agrees that it is solely responsible for controlling access to its facilities, user email accounts, and user profiles. MergerTree shall not be liable for any failure of Customer to control such access or any breach of security beyond the direct control of MergerTree. E. Customer agrees not to use MergerTree services to violate applicable law, and shall prevent employees, customers, and contractors from using the services in such manner. 5. PROPRIETARY AND CONFIDENTIAL INFORMATION A. Confidential information shall mean all information in oral or written form that is disclosed to MergerTree by Customer, or to which MergerTree employees or its representatives may be exposed while providing services under this Agreement: (1)that has not been publicly made known by Customer, either prior to or subsequent to MergerTree’s receipt of such information from Customer; or (2) that has been designated as confidential or proprietary in a Confidentiality and Nondisclosure Agreement (“NDA”) in effect between the parties (“Confidential Information’). B. MergerTree shall hold such Confidential Information in confidence for Customer and shall not use it: (1) except in furtherance of the relationship set forth in the Agreement; (2) except as permitted in an effective NDA between the parties; or (3) other than as necessary for the performance of this Agreement. MergerTree shall not copy, publish, or disclose to any third party such Confidential or Proprietary information except as may be authorized by Customer in writing or compelled by the government or courts. C. The terms of this Section 6 shall survive the expiration or termination of this Agreement. 6. LIMITATION OF LIABILITY A. LIMITED LIABILITY. IN NO EVENT WILL MERGERTREE SOLUTIONS LP BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE TOTAL LIABILITY OF MERGERTREE FOR ANY CLAIMS ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT OR SERVICE, REGARDLESS OF THE FORM OF ACTION, SHALL NOT EXCEED THE AMOUNT OF SERVICES FEES PAID BY THE CUSTOMER EITHER DIRECTLY TO MERGERTREE OR THROUGH A PARTNER/RESELLER FOR SERVICE RENDERED FOR THE IMMEDIATELY PRIOR ONE (1) MONTH OF BILLING. 7. INDEMNIFICATION A. Customer shall indemnify, defend and hold harmless MergerTree and its affiliates and their respective directors, officers, employees and agents from and against any and all claims, demands, suits, actions, judgments, costs and liabilities (including attorneys’ fees) that arise out of, result from, or are incidental to this Agreement or the work or services performed hereunder to the extent such indemnified loss is caused by or results from the acts, negligence or fault of Customer or its employees, agents or subcontractors; provided, however, Customer shall only be liable for that portion of the total indemnified loss that customer’s acts or omissions bear to the total indemnified loss. B. MergerTree shall indemnify, defend and hold harmless Customer and its affiliates and their representatives, directors, officers, employees and agents from and against any and all claims, demands, suits, actions, judgments, costs and liabilities (including attorneys’ fees) based upon personal injury or death to the extent that it is proximately caused by the negligent or willful acts or omissions of MergerTree or its directors, officers, employees or agents; however, MergerTree shall only be liable for that portion of the total indemnified loss that MergerTree’s acts or omissions bear to the total indemnified loss. MergerTree shall also indemnify, defend, and hold harmless Customer for any claims or suits (including attorneys’ fees) arising from or in connection with a claim that MergerTree services infringed on the intellectual property rights of any other person or entity’s intellectual property. 8. TERMINATION AND DEFAULT A. At any time during the term of this Agreement Customer may terminate this Agreement without cause by giving MergerTree thirty days (30) days written notice B. At any time during the term of the Agreement MergerTree may terminate this Agreement without cause upon thirty (30) days prior written notice. C. For purposes of this Agreement, a “Force Majeure Event” shall mean the occurrence of unforeseen circumstances beyond the party’s control and without such party’s negligence or intentional misconduct, including, but not limited to, any act by any governmental authority, act of war, strike, boycott, embargo, shortage, riot, lockout, labor dispute, civil commotion, or unforeseen natural disaster. Neither party shall be responsible for any failure to perform due to a Force Majeure Event provided such party gives notice to the other party of the Event as soon as reasonably practicable. The party claiming a Force Majuere Event shall use reasonable effort to mitigate the effect of any such Event. 9. GENERAL A. Any obligations and duties which by their nature extend beyond the expiration or termination of the Agreement shall survive any such expiration or termination and remain in effect. B. The failure of a party to insist upon the performance of any provision of this Agreement, or to exercise any right or privilege granted hereunder, shall not be construed as waiving any such provision, and the same shall continue in effect. C. Customer may not assign the Agreement without the prior written consent of MergerTree. D. If any provision of this Agreement is found to be void, the remainder of this Agreement shall survive and remain in full force and effect. E. THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS BY THE LAWS OF THE STATE OF TEXAS.