How to write my Web Site Hosting Reseller Long Form Contract document
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 a service, the standard VAR Agreement with Company is provided below.
Right to Resell
Subject to the terms and conditions of this Agreement, Company grants VAR a non-exclusive right to resell its products and services to VAR's customers with the following agreements:
Provider's 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 a 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. VAR and VAR's Customers ("VAR's End-Users" or "End-Users") will use the Web Hosting and Email services in a manner consistent and compliant with any and all applicable laws of the State of State and the US Federal Government.
Use of any information obtained by way of Provider is at VAR's 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 a reliable level based on past performance. Provider is not responsible for any damages arising from VAR's use of Provider or by VAR's Customer's inability to use the Web Hosting and Email services for any reason.
Provider shall make every reasonable effort to protect data stored on Customer's Server(s). Provider is not responsible for VAR or VAR's Customer's data, files, or directories residing on Provider's equipment. Customer is solely responsible for maintaining data, files, and back-ups.
VAR shall maintain a 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 90 days.
This protection may be renewed at Company's discretion for a further 90 days.
End-User Pricing and VAR Compensation is outlined on Exhibit A, 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 Company's 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.
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.
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.
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 a violation of any of these provisions.
Misuse of System Resources
It is a 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 a disproportionate amount of any system resources immediately and without notice to the user.
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-User's account or Termination of this Agreement. 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 VAR's Customer do not have the legal right to use, post or otherwise store on Company servers. No one shall post defamatory, scandalous, or private information about a person without their consent, with intention to inflict emotional distress, or violating trademarks, copyrights, or other intellectual property rights. Sending of unsolicited email messages (Spam) from or through Company's 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 VAR's account if Company determines that unsolicited mass email has occurred or if Company receives complaints that unsolicited email messages have been sent from VAR's account. 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. Engaging in any of the foregoing activities using the service of another provider, but channeling such activities through a Company provided server, or using a Company provided server as a mail drop for responses.
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. Falsifying any user information provided to Company or to other users of the service in connection with the use of a Company service.
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 a 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.
Domain Name Agreements, Restrictions and Transfer Policies
Under ICANN policy, Company is prohibited from allowing the transfer of domain name Registrars during the first 60 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 Company's 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.
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.
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(s) 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 a 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.
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 a notice of cancellation, in writing, to Company.
Account Cancellation Notification, Fees or Refunds
Cancellations must be received in writing 30 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 15 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 a Cancellation Fee Amount cancellation fee.
Domain name(s) 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 a fee of Domain Registration Fee per domain.
Credit Card Chargebacks
Cancellation of payment for any services under this Agreement conducted via a credit card chargeback shall not be tolerated. Upon notification of a chargeback, Company will assume and retain ownership of any domain name(s) registered with Company or on behalf of VAR. A $100 fee per domain name will be assessed to VAR, plus normal registration fees, before Company releases the Domain name(s).
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 's access to Company products and services in order to prevent further possible unauthorized activity. Company may, at its sole discretion, restrict, suspend, or terminate VAR's 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.
Terms of payment are C.O.D. unless credit approval has been granted to VAR by Company. If credit approval has been granted, credit terms are net 10 upon receipt of invoice. Company reserves the right to revoke any credit extended if payment is in arrears for more than 30 days.
VAR is solely responsible for all hosting and billing payments to Company and agrees to hold Company harmless for any interuption of any products and services provided to VAR by Company under this Agreement.
Proprietary Information exchanged hereforth shall be treated as such by VAR and held in the strictest of confidence. This information shall include, but not be limited to, the provisions outlined in this Agreement, product and services information, pricing, source code, Company practices, methodology and procedures. VAR further agrees to not distribute, decompose, disassemble, decode or reverse engineer any Company program delivered to VAR or any portion thereof without prior written approval of Company.
Transfer of Rights
VAR may not assign or transfer this Agreement, in whole or in part without the prior written consent of Company. In the event that VAR contemplates whole or partial sale of its business, ownership change, or a change in its jurisdiction, VAR shall notify Company by mail, facsimile or email no less than 60 days prior to the effective date of the event.
Term of Agreement
The term of this Agreement is twelve (12) months from the date of execution by Company. This Agreement shall be continuously renewed every twelve (12) months unless VAR notifies Company in writing thirty (30) days prior to the expiration date.
Company may terminate this Agreement at its sole discretion upon the occurrence of one or more of the following events: 1) failure to comply with any provisions of the Agreement upon receipt of written notice from Company of said failure, 2) appointment of receiver or upon the filing of any application by VAR seeking relief from creditors, 3) upon mutual agreement in writing of Company and VAR.
If legal proceedings are commenced to resolve a dispute arising out of, or relating to this Agreement, the prevailing party shall be entitled to recover all costs, legal fees, and expert witness fees as well as any costs or legal fees in connection with any appeals.
VAR shall indemnify and hold Company harmless from and against any and all claims, judgments, awards, costs, expenses, damages and liabilities (including reasonable attorney fees) of whatsoever kind and nature that may be asserted, granted or imposed against Company directly or indirectly arising from or in connection with VAR 's marketing or support services of the product or services or the unauthorized representation of the product and services or any breach of this Agreement by VAR.
Neither party shall be held responsible for delay or failure in performance hereunder caused by acts of nature, strikes, embargoes, fires, war or other causes beyond their reasonable control.
If any provision of this Agreement is held to be unenforceable, the enforceability of the remaining provisions shall in no way be affected or impaired thereby. This Agreement and any disputes arising hereunder shall be governed by the laws of State, without regard to conflicts of law principles. A failure by any party to exercise or delay in exercising a right or power conferred upon it in this Agreement shall not operate as a waiver of any such right or power.
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: