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WEB HOSTING AND EMAIL RESELLER AGREEMENT THIS AGREEMENT is made this current day day of current month current year by and between company name hereafter referred to as VAR or Reseller and company name hereafter referred to as Company or Provider. The purpose of this Agreement hereafter referred to as the Agreement is to set forth an Acceptable Use and Reseller Policy under which company name will provide Reseller services on behalf of Company. Terms and Conditions As service the standard VAR Agreement with Company is provided below.
1. Right to Resell. Subject to the terms and conditions of this Agreement Company grants VAR non exclusive right to resell its products and services to VARs customers with the following agreements. a Providers service will be provided on an as is as available basis. Further Provider provides no warranty written expressed or implied for any Web Hosting and Email services provided including without limitation warranty of the merchantability and warranty of fitness for particular purpose. This no warranty expressly includes any reimbursement for losses of income due to disruption of service by Provider or its providers beyond the fees paid to Provider for services. b VAR and VARs Customers VARs End Users or End Users will use the Web Hosting and Email services in manner consistent and compliant with any and all applicable laws of the State of state or province and the US Federal Government. c Use of any information obtained by way of Provider is at VARs own risk and Provider specifically denies any responsibility for the accuracy or quality of information obtained through its services. Provider makes no warranty written expressed or implied of any guaranteed uptime or that the service will function at reliable level based on past performance. d Provider is not responsible for any damages arising from VARs use of Provider or by VARs Customers inability to use the Web Hosting and Email services for any reason. e Provider shall make every reasonable effort to protect data stored on Customers Server s. Provider is not responsible for VAR or VARs Customers data files or directories residing on Providers equipment. Customer is solely responsible for maintaining data files and back ups.
2. Representation. VAR shall maintain sales office for product promotion and is responsible for all costs incurred for the promotion and sale of Company products and services. VAR shall conduct business in its own name and shall not represent itself as an employee or agent of Company. Prospects may be registered with Company and will be protected for days. This protection may be renewed at Companys discretion for further days. 3. End User Pricing. End User Pricing and VAR Compensation is outlined on Exhibit attached and is subject to change at the sole discretion of Company. VAR may set their own End User pricing. Company is not responsible for misrepresentations inaccuracies errors or other pricing discrepancies made between VAR and any prospective customers that VAR may deal with. By using Companys Web Hosting services VAR agrees to comply with the following policies and assume responsibility for the compliance of all End Users permitted by VAR to use Company products and services. 4. Resale of Services Under this Agreement. VAR is granted the right to resell Company services to third parties End Users under the following terms. Services include but are not limited to. Provisioning of email addresses Web Hosting and Storage Space Data Transfer FTP List Management or any other Service provided by Company now or in the future. Unauthorized resale use or misrepresentation of any Company products or services is strictly prohibited. 5. Limit of Liability. Company shall not be liable for any content posted opinions expressed or actions taken by any of the users of Company services. Any conduct that violates the law regulation or the accepted norms of the Internet community or the Community standards in which you live whether expressly mentioned in this Agreement or not is strictly prohibited. Company reserves the exclusive right to prohibit any activities that it deems will adversely affect its commercial reputation or goodwill endanger its Network or impact its customers or expose it to liability or tort.
6. Modification of Agreement. Company reserves the right to add modify or delete any provision of this Agreement at any time and without notice. Company reserves the exclusive right and will be the sole arbiters as to what constitutes violation of any of these provisions. 7. Misuse of System Resources. It is violation for anyone who including but not limited to employs posts or programs which consume excessive CPU time server memory or storage space; permits the use of mail services mail forwarding capabilities POP accounts or auto responders other than for their own account; resells access to CGI scripts installed on Company servers. Company reserves the right to terminate any service or process that uses disproportionate amount of any system resources immediately and without notice to the user. 8. Potentially Tortuous or Illegal Conduct. The following shall be construed as violations of this Agreement and may result in suspension or deletion of an End Users account or Termination of this Agreement. a Company Products and Services may only be used only for lawful purposes. Transmission distribution or storage of any material in violation of any applicable law or regulation is strictly prohibited. This includes without limitation material protected by copyright trademark trade secret or other intellectual property right used without proper authorization or material that is obscene defamatory constitutes an illegal threat or violates export control laws. Non acceptable content or links may include but is not limited to. Pirated software Hackers programs or archives Warez Game Mods or Patches Irc Bots Chat Sites Servers Pornography and Adult Content TGP or any other file or media deemed by Company to be illegal or for which VAR or VARs Customer do not have the legal right to use post or otherwise store on Company servers. b No one shall post defamatory scandalous or private information about person without their consent with intention to inflict emotional distress or violating trademarks copyrights or other intellectual property rights. c Sending of unsolicited email messages Spam from or through Companys servers including without limitation commercial advertising or informational announcements shall be prohibited. Company reserves the right to terminate this Agreement and any other accounts under VARs account if Company determines that unsolicited mass email has occurred or if Company receives complaints that unsolicited email messages have been sent from VARs account.
d Posting to any Usenet or other newsgroup forum email mailing list or other similar group or list articles with the intent to engage in commercial advertising or informational announcements. e Engaging in any of the foregoing activities using the service of another provider but channeling such activities through Company provided server or using Company provided server as mail drop for responses. f Any unauthorized distribution or copying of copyrighted material violations of U. S. export restrictions harassment fraud dealing in contraband and other illegal activities or dealing in content and material that has been deemed illegal in your community state province or municipality. g Falsifying any user information provided to Company or to other users of the service in connection with the use of Company service. 9. System and Network Security. Violations of system or network security are strictly prohibited and may result in criminal or civil liability. Examples include but are not limited to. allowing unauthorized access use probe or scan of any Company system security authentication measures data or traffic interference with service to any user host or network mail bombing flooding attempts to overload system or broadcast attacks. VAR or their Sub accounts shall not engage in forging of any TCP IP packet header email headers or any other information provided or passed through Company Systems or Network at any time. 10. Domain Name Agreements Restrictions and Transfer Policies.
Under ICANN policy Company is prohibited from allowing the transfer of domain name Registrars during the first days after initial registration of the domain name. This applies to ALL domain names regardless of where they are purchased. Domain names cannot be transferred to or from Companys system within this period. Beginning on the 61st day after the initial registration the procedures for transferring domain names can be completed without restriction. The full ICANN policy concerning domain name registration can be found at ICANN. ORG. 11. Domain Name Transfer Notifications. Company does not guarantee that all domain name transfers or updates to DNS records MX records Aliasing Records URL forwarding domain name forwarding or other Registrar or DNS related service or product will succeed. 12. DNS Information. Company shall not be responsible for updating any of the DNS records or entries for transferred domain names. VAR shall have sole responsibility for ensuring that all relevant DNS entries for domain name are correct. Fees paid for transferred domain names are not refundable if the transfer fails for any reason. This may include but is not limited to. timeouts resulting from delay in owner or registry approval incorrect contact information in the WHOIS record or attempted transfers of domains that are not transferable for any other reason. 13. Renewal of your Reseller Account. Renewal of Reseller account shall be automatic until cancelled by Reseller. Accounts shall be automatically renewed according to the terms set forth in this Agreement unless VAR submits notice of cancellation in writing to Company. 14. Account Cancellation Notification Fees or Refunds.
Cancellations must be received in writing days prior to the account renewal date. Cancellations received after the renewal date shall be renewed at the rate set forth in this Agreement and then canceled at the end of the next billing cycle. Cancellations received within the first days after the renewal date will not be subject to the account cancellation fee so long as VAR pays all outstanding balances owed Company. Account cancellations received by Company prior to the renewal date shall be subject to Insert Cancellation Fee Amount cancellation fee. Domain name purchased by VAR through Company shall remain the property of Company after cancellation until VAR pays all outstanding balances owed Company. VAR may renew domain names registered through Company or its Affiliates for fee of domain registration fee per domain. 15. Credit Card Chargebacks. Cancellation of payment for any services under this Agreement conducted via credit card chargeback shall not be tolerated. Upon notification of chargeback Company will assume and retain ownership of any domain name registered with Company or on behalf of VAR. 100 fee per domain name will be assessed to VAR plus normal registration fees before Company releases the Domain name s. 16. Consequences of Violation. If Company becomes aware of an alleged violation of any of the terms contained in this Agreement or any other policy that has been posted on its Web Site made available to VAR via email or posted in any other form Company shall initiate an investigation. During the investigation Company may restrict VAR or End User access to Company products and services in order to prevent further possible unauthorized activity. Company may at its sole discretion restrict suspend or terminate VARs account without notice or refund or pursue civil remedies as it deems necessary. Company shall notify the appropriate law enforcement department of any such violations. Company shall not be responsible for any payment refunds or compensation in any way for service disruptions or termination resulting from violations of this Agreement. 17. Compensation.
Select an appropriate payment terms from the list of possible choices depending on the agreement being used with and delete the rest. For example if using project development contract use one of the first three milestone based payment terms. If using VAR Reseller contract or for general pricing use the payment terms pricing plan at the end of the list of plans below. EXHIBIT A PAYMENT TERMS 1. Customer agrees to pay Developers fee of Insert Total Payment Amount according to the following terms. A. 90% of the estimated price upon execution of the Agreement. 2. Customer agrees to the pay for all out of pocket expenses incurred by Developers in developing the project including but without limitation any. A. License fees B. Outsource services billed for Customer
C. Film and Developing D. Shipping E. Domain name registration F. Host costs for ISP G. Hardware and software
H. Travel 3. Customer agrees to pay for the Developers fee and all expenses as set forth above within days of invoice. All unpaid balances shall accrue interest at 2% per month. 4. Customer agrees that any changes customer makes to the specification may adversely affect the original estimate. Extra time incurred above and beyond the original specification will be billed at an hourly rate of hourly rate and is not subject to the costs estimates and caps in 1. above. 5. Customer agrees that estimated yearly maintenance costs are only estimates and are not included in the quoted price. EXHIBIT A PAYMENT TERMS
1. Customer agrees to pay Developers fee of Insert Total Payment Amount according to the following terms. A. 3 of the fee upon execution of the Agreement; B. 3 of the fee upon completion of Insert Key Payment Milestone C. The remaining upon completion per the specification. 2. Customer agrees to the pay for all out of pocket expenses incurred by Developers in developing the project including but without limitation any.
A. License fees B. Outsource services billed for Customer C. Film and Developing D. Shipping E. Domain name registration F. Host costs for ISP G. Hardware and software
H. Travel 3. Customer agrees to pay for the Developers fee and all expenses as set forth above within days of invoice. All unpaid balances shall accrue interest at 2% per month. 4. Customer agrees that any changes customer makes to the specification may adversely affect the original estimate. Extra time incurred above and beyond the original specification will be billed at an hourly rate of hourly rate and is not subject to the costs estimates and caps in 1. above. 5. Customer agrees that estimated yearly maintenance costs are only estimates and are not included in the quoted price. EXHIBIT A PAYMENT TERMS 1. Customer agrees to pay Developers an hourly fee according to the following terms. A. 10% of the estimate upon execution of the Agreement of Insert Total Payment Amount
B. Customer is billed at hourly rate per hour at the completion of each milestone. C. The customer will not be liable for more than Insert Maximum Amount Liable for in hourly work. 2. Customer agrees to the pay for all out of pocket expenses incurred by Developers in developing the project including but without limitation any. A. License fees B. Outsource services billed for Customer
C. Film and Developing D. Shipping E. Domain name registration F. Host costs for ISP G. Hardware and software H. Travel 3. Customer agrees to pay for the Developers fee and all expenses as set forth above within days of invoice. All unpaid balances shall accrue interest at 2% per month. 4. Customer agrees that any changes customer makes to the specification may adversely affect the original estimate. Extra time incurred above and beyond the original specification will be billed at an hourly rate of hourly rate and is not subject to the costs estimates and caps in 1. above.
5. Customer agrees that estimated yearly maintenance costs are only estimates and are not included in the quoted price. EXHIBIT A CREDIT CARD PAYMENT PLAN Authorization for credit card payments for development per Exhibit and B. Charges to be applied as Customer accepts each milestone. Customer accepts liability for all costs incurred including but not limited to chargebacks and reversals. Card Number
Expiration Date Name on Card Title Phone. phone number Fax. fax number Email. email address Company. company name Street. address address
City. city Country. country EXHIBIT A PAYMENT TERMS Pricing Plan. Insert your pricing plan here. Discounts. Insert any discounts available here.
Restrictions. Insert any restrictions here.
PROJECT CANCELLATION AGREEMENT THIS AGREEMENT is made this current day day of current month current year by and between company name Consultants and company name Customer Agreements In consideration of the mutual covenants set forth in this Agreement Customer and Consultants hereby agree to cancel any and all work projects or labor as follows. 1. Cancellation of Services. Consultants shall cease any and all computer consulting services described below the Services or Work Product as well as any additional services that Customer has requested. Services include but are not limited to. a Enter Service or Work Product Description here
b Enter Service or Work Product Description here c Enter Service or Work Product Description here d Enter Service or Work Product Description here 2. Termination Obligations. Upon termination of this Agreement Consultants shall transfer and make available to Customer all property and materials in Consultants possession or subject to Consultants control that are the rightful property of Customer. The Consultant shall make every reasonable effort to secure all written or descriptive matter which pertains to the Services or Work Product and agrees to provide reasonable cooperation to arrange for the transfer of all property contracts agreements supplies and other third party interests including those not then utilized and all rights and claims thereto and therein. In the event of loss or destruction of any such material or descriptive matter Consultants shall immediately notify Customer of the details of the loss or destruction in writing and provide the necessary information for loss statement or other documentation to Customer. 3. Ownership Rights. The Consultant shall have ownership to all Consultants Materials. Consultants Material consists of all copyrightable. a Materials that do not constitute Services or Work Product as defined in Sect Services and Exhibit Specifications
b Materials that are solely owned by Consultants or licensed to Consultants. c Materials that are incorporated into the Work Product or part of the Services. Additional material shall include but are not limited to. Insert details about additional material here. Consultant shall hold all right title and interest in and to Consultants Material. Customer shall not do anything that may infringe upon or in any way undermine Consultants right title and interest in the Consultants Material as described in this paragraph 4. Notwithstanding the above Consultant hereby grants Customer an unrestricted nonexclusive perpetual fully paid up worldwide license for the use or for the sublicense of the use of Consultants Material for the purpose of
Insert purpose materials will be used for here. 4. Outstanding Final Compensation and Hold Harmless Agreements. For all of Consultants services rendered to Customer under any Previous Agreement Customer shall compensate Consultants in cash pursuant to the terms of Exhibit attached hereto. By accepting the terms of this offer and signing in the space provided below you hereby release and forever discharge and hold Customer its successors employers employees agents officers directors shareholders affiliates and insurers harmless of all claims suits or liability directly or indirectly related to your employment retainment of services or the termination of such services and specifically and without limitation any claims to pay in lieu of notice wrongful dismissal severance vacation bonus or overtime pay. This release includes but is not limited to all contract and tort claims between Customer and Consultants concerning Customers right to terminate its employees contractors and vendor agreements and claims or rights under local state and federal laws prohibiting employment discrimination. By signing below you agree that these terms represent full and final settlement of any and all claims you have arising out of your employment or contract employment by Customer. 5. Mutual Confidentiality. Customer and Consultants acknowledge and agree that the Specifications and all other documents and information related to the performance production creation or any expression of the services or work product are the property of Customer. Materials provided between Consultants and Customer the Confidential Information including but not limited to documentation product specifications drawings pictures photographs charts correspondence supplier lists financial reports analyses and other furnished property shall be the exclusive property of the respected owner the Owning Party and will constitute valuable trade secrets. Both parties shall continue to keep the Confidential Information in confidence and shall not at any time during or after the term of this Agreement without prior written consent from the owning party disclose or otherwise make available to anyone either directly or indirectly all or any part of the Confidential Information. Excluded from the Confidential Information definition is anything that can be seen by the public or had been previously made available by the owning party in public venue. 6. Equipment and Expenses. If Customer has made available to Consultants for Consultants use in performing the services for Customer such items of hardware and software as Customer and Consultants may agree are reasonably necessary for such purpose Consultants are obligated to return all Customer property currently in their possession at time and place of Customers choice. The following equipment and or services have been made available to Consultants and are hereby required to be return to Customer.
a Insert Equipment or Services description here b Insert Equipment or Services description here c Insert Equipment or Services description here 7. Expenses. Consultants will not be reimbursed for any expenses incurred in connection with the Services or Work Product whether direct or indirect without the express written approval of Customer. 8. General Provisions. 8 Entire Agreement. This Agreement contains the entire Agreement between the parties relating to the subject matter hereof and supersedes any and all prior agreements or understandings written or oral between the parties related to the subject matter hereof. No modification of this Agreement shall be valid unless made in writing and signed by both of the parties hereto. 8 Governing Law.
This Agreement shall be governed by and construed in accordance with the laws of the State of state or province. Exclusive jurisdiction and venue shall be in the county County state or province Superior Court. 8 Binding Effect. This Agreement shall be binding upon and inure to the benefit of Customer and Consultants and their respective successors and assigns provided that Consultants may not assign any of his obligations under this Agreement without Customers prior written consent. 8 Waiver. The waiver by either party of any breach or failure to enforce any of the terms and conditions of this Agreement at any time shall not in any way affect limit or waive such partys right thereafter to enforce and compel strict compliance with every term and condition of this Agreement. 8 Good Faith. Each party represents and warrants to the other that such party has acted in good faith and agrees to continue to so act in the negotiation execution delivery performance and any termination of this Agreement. 8 No Right to Assign. Consultants have no right to assign sell modify or otherwise alter this Agreement except upon the express written advance approval of Customer which consent can be withheld for any reason. Customer may freely assign its rights and obligations under this Agreement.
8 Attorneys Fees. In the event any party to this Agreement employs an attorney to enforce any of the terms of the Agreement the prevailing party shall be entitled to recover its actual attorneys fees and costs including expert witness fees. Each party represents and warrants that on the date first written above they are authorized to enter into this Agreement in entirety and duly bind their respective principals by their signature below. EXECUTED as of the date first written above. company name By signator authorized signature or signer. Job title of signator authorized signature or signer. Date when the contact was signed
company name By signator authorized signature or signer. Job title of signator authorized signature or signer. Date when the contact was signed Customer Initials Consultant Initials