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THIS RESELLER AGREEMENT current as of 20 October 2001
BETWEEN
SERVER101 PTY LTD, ACN 084 840 451 of Level 12, 301 Coronation
Drive Milton, Queensland,
4065, Australia
AND
RESELLER known as applicant applying for "Reseller" status through the Server101 website
(http://www.server101.com/join/reseller/register-form.php3)
1.0 Recitals
(a) Server101 PTY LTD provides web-hosting and ecommerce services; and
(b) Reseller and Server101 desire to enter into an arrangement whereby Reseller
will purchase Services from Server101 at a discounted rate and onsell them to their
customers and provide their customers with technical support.
2.0 Provision of Services
2.1 The Offer
Server101 agrees to offer discounted rates on hosting accounts to registered Resellers:
- The discounted account has been registered through the appropiate channels. ie. through the
Resellers website or under the Reseller Services Section.
- Special requests by the reseller have been arranged with Server101 prior to registration
The discounted rate to the reseller is based on the type of account.
| Account Type |
Percentage Rate |
| Basic |
20.00% |
| Premium |
30.00% |
| Gold |
30.00% |
| Platinum |
30.00% |
| Enterprise |
30.00% |
The Reseller program covers the Basic, Premium, Gold, Platinum and Enterprise
web-hosting accounts.
2.4 Program Participation
Reseller is granted non-exclusive rights to the Private Label
program and agrees to abide by all terms and conditions of this agreement.
Reseller must bind customers to Hosting Terms & Services
as provided by Server101 Pty Ltd.
Reseller cannot participate in the Private Label Program at the same time as
participating in Server101's Affiliate Program.
Reseller must be eighteen (18) years or older to participate in the Private Label Program.
3.0 Term and Termination
3.1 Term of Agreement
This Agreement shall be effective for one year from the date first
set forth herein, and shall automatically be extended for successive thirty (30) day
periods until the end of the term or extension period, as the case may be, which
terminates at least sixty (60) days after the date that either party gives written notice
of termination to the other party.
3.2 Termination for Cause
In addition to all other remedies, which may be available to
the party, either party may, upon seven-(7) days' written notice to the other party,
terminate this Agreement for any material breach of the terms hereof.
3.3 Termination for Other Specified Reasons
In the event either party ceases conducting
business in the ordinary course; becomes insolvent; makes a general assignment for the
benefit of its creditors; files a petition seeking or acquiescing in any relief for itself
under any present or future federal, state or other statute or law relating to bankruptcy,
insolvency or other relief for debtors; seeks or consents to or acquiesces in the
appointment of any trustee, receiver or liquidator of all or any part of its business or
property; or admits in writing its inability to pay its debts generally as they become
due, this Agreement shall be automatically and immediately terminated.
We reserve the right to terminate your account without warning if your site is unsuitable for our service.
"Unsuitable" sites include, without limitation, those sites brought to our attention that :
- promote sexually explicit materials;
- promote violence;
- promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
- promote illegal activities;
- or violate intellectual property rights.
4.0 Relationship of Parties
Reseller and Server101 are each independent contractors,
and nothing herein contained shall be construed to imply the existence of a partnership or
joint venture between them, nor to make either one an agent of the other. The use of the
term "reseller" is not intended in any way to constitute any type of legal partnership
whatsoever between Server101 and Reseller. The relationship between Server101 and
Reseller is that of independent parties contractor only, and is NOT employer-employee,
partner, principal-agent or joint venture.
5.0 Law Governing
This Agreement shall in all respects be interpreted, governed,
construed and enforced by and under the laws of the State of Queensland, Australia.
6.0 Entire Agreement; Modification; Waiver
This Agreement constitutes the entire
agreement between the parties pertaining to the subject matter contained in it and
supersedes all prior and contemporaneous agreements, representations, and understandings
of the parties. No supplement, modification or amendment of this Agreement shall be
binding unless executed in writing by both parties. No waiver of any of the provisions of
the Agreement shall be deemed, or shall constitute, a waiver of any other provision,
whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver
shall be binding unless executed, in writing by the party making the waiver.
7.0 Miscellaneous
Misuse of the Server101 Private Label Program in a manner other than intended will
result in loss of termination of your account. The Private Label Program
personal information will be forwarded to the police for prosecution to the fullest
extent of the law.
Due to the nature of our service, you may be tempted to seek to profit from mass e-mails
(SPAM). Sending junk e-mail from a Server101 account, or ANY other mail account to a
recipient who has not requested the message is classed as SPAMMING and is cause for that
account's immediate and permanent termination.
SPAM includes, but is not limited to, unsolicited emails and/or postings in
discussion groups, bulletin boards, public domain groups, IRC, ICQ, and chat
groups. SPAM messages are generally prohibited by most network providers and
certain jurisdictions, and Resellers employing spamming methods may be
subject to fines and/or imprisonment.
We accept and log spamming complaints at our head office. The accumulation of 2 or more
complaints to any single Reseller account is grounds for termination.
If the Reseller violates this policy and it causes damage or loss to
Server101's servers, or causes one (or more) of our web sites to be interrupted
from normal service, the Reseller will be held liable for
damages and loss of business.
8.0 Force Majeure
Neither party is responsible for failure or delay in performance caused
by acts of God, strikes, floods, fire, war, public enemy, electrical or equipment failure,
failure of third parties or any event beyond its reasonable control.
9.0 Liability and Guarantee
The Reseller agrees that the use of the Site and Private Label Program is entirely at the
Reseller's own risk. The Site and Private Label Program is provided on an "as is" basis
without warranties of any kind, either expressed or implied, constructive, or statutory,
including, without limitation, any implied warranties of merchantability, non-infringement
or fitness for a particular purpose.
Server101 makes no guarantee of availability of service and reserves the right to change,
withdraw, suspend, or discontinue any functionality or feature of the Server101 service.
In no event will Server101 be liable for any damages, including, without limitation,
direct, indirect, incidental, special, consequential, or punitive damages arising out of
the use of or inability to use Server101's services or any content thereon. This disclaimer
applies, without limitation, to any damages or injury, whether for breach of contract, tort,
or otherwise, caused by any failure of performance; error; omission; interruption; deletion;
defect; delay in operation or transmission; computer virus; file corruption; communication-line
failure; network or system outage; or theft, destruction, unauthorized access to, alteration
of, or use of any record.
10.0 Indemnity
Each party agrees to indemnify and hold harmless the other from and against loss, suit,
damage or claim, including reasonable attorneys' fees and costs, arising out of or in
connection with participation in the Private Label Program. In addition, Reseller shall
not be held liable for any fraud that any resellers customers commit in relation to
their web-hosting account.
END OF AGREEMENT
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