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Reseller Agreement

This Reseller Agreement ("Agreement") is between mindSHIFT Technologies (" mindSHIFT Technologies"), and the mindSHIFT Technologies Authorized Reseller ("Reseller") to provide e-mail hosting and other services ("Services") to Reseller and Reseller clients on mindSHIFT Technologies' servers.

Relationship:

Reseller is an independent contractor and not a partner, joint venture, franchisee, agent, or employee of mindSHIFT Technologies. Reseller shall not represent their relationship with mindSHIFT Technologies as anything other than an independent contractor or reseller. As well, mindSHIFT Technologies shall not refer to Reseller as anything other than a reseller, independent contractor, consultant, or other designation as expressed by Reseller and agreed upon by mindSHIFT Technologies.

Billing:

mindSHIFT Technologies will bill Reseller by credit card, ACH, or invoice for all Services, generally within the first week of each month. Other terms may be extended solely at the discretion of mindSHIFT Technologies. Reseller is responsible for billing and collecting from Reseller's clients. Reseller is solely responsible for income, taxes and expenses related to this Agreement. Bills for partial periods shall be prorated when appropriate. Any amounts payable to mindSHIFT Technologies hereunder which are not paid when due shall thereafter bear interest at the rate of one-and-one-half percent (1.5%) per month or the maximum rate permitted by applicable law, whichever is lower. If any payment due mindSHIFT Technologies is collected at law or through an attorney at law or under advice there from or through a collection agency, Customer agrees to pay all reasonable costs of collection, including, without limitation, all court costs and reasonable attorneys' fees. In the event of two successive late payment(s) on Customer's account, mindSHIFT Technologies, at its sole discretion and without waiving other rights it may have, may suspend, interrupt, or disconnect the services.

Support:

mindSHIFT Technologies shall provide telephone and e-mail support to Reseller. Reseller shall be responsible for providing support to Reseller's customers.

Discount Structure:

mindSHIFT Technologies reserves the right to change the (i) list prices at any time with thirty (30) days advance notice to Reseller and; (ii) discount structure at any time with thirty (30) days advance notice to Reseller.

Marketing:

Resellers may use the mindSHIFT Technologies Authorized Reseller Logos on their web site and on advertisements. To maintain the quality of mindSHIFT Technologies advertising and promotional materials, Resellers must submit a copy of any such web pages or advertisements for approval prior to publication. mindSHIFT Technologies will review use of logo and notify Resellers of approval within two business days of submission.

Termination:

Either party may terminate this agreement at any time for any or no reason in such party's sole discretion. Notwithstanding the termination of this Agreement, the parties shall each remain liable to the other for any indebtedness or other liability theretofore arising under this Agreement.

SPAM:

mindSHIFT Technologies has a strict SPAM policy: sending unsolicited mail messages, including the sending of "junk mail" or other advertising material to individuals who did not specifically request such material, who were not previous customers or with whom the sender did not have an existing business relationship, is strictly prohibited. If Reseller or Reseller's customer violates the SPAM policy, mindSHIFT Technologies will immediately terminate, without any warning, the account that conducts these activities.

Publicity:

Except in the course of performing pursuant to this Agreement, the parties shall not publicize this Agreement, the terms hereof or the efforts to be or made in connection with performing pursuant to this Agreement without the express prior written permission of the other party.

User Data:

Pursuant to mindSHIFT Technologies 's Privacy Statement, mindSHIFT Technologies may disclose to third parties certain aggregate information contained in your Registration Data or related data, provided that, such information will NOT include personally identifying information, except as specifically authorized by you or in the good faith belief that such action is reasonably necessary to comply with the law, legal process, to enforce the Terms, or under any of the other circumstances set forth in the mindSHIFT Technologies privacy policy, as may be amended from time to time.

Treatment And Protection Of Confidential Information:

The parties agree to take reasonable steps to protect the other's confidential information. The parties agree not to: (a) use, except as required by the normal and proper course of performing under this Agreement, (b) disclose, (c) copy, or (d) allow access to, the other's confidential information without express prior written consent or as may be required by law or by action of a competent government authority subject to the party compelled to disclose good faith efforts to meet such requirement subject to a confidentiality agreement or protective order. These restrictions will continue to apply as long as the confidential nature of the information is maintained and shall survive the expiration or termination of this Agreement.

No Guarantees:

There are no guarantees whatsoever made by either party as to the results of efforts in connection with this Agreement. There are no warranties, promises or statements made by either party except as specifically stated herein with respect to any matter. Neither party has made no affirmation of fact or promise relating to the services or duties that have become any basis of this Agreement other that as stated herein, and the parties acknowledge that they have relied on no warranties, promise or statements other than those expressly set forth in this Agreement. The parties acknowledge that any estimates, projections, or forecasts provided to it by or on behalf of the other party are only estimates and are not representations that such estimates will be realized.

Entire Agreement:

This Agreement contains the entire agreement between the parties as to the subject hereof. This Agreement supersedes all prior oral and written agreements between the parties as to the subject hereof. This Agreement may not be modified or amended except by writing signed by an officer of mindSHIFT Technologies and an officer or principal of Partner.

Waiver of implied warranties:

With respect to the Services, mindSHIFT Technologies provides services to Reseller and Reseller clients on an "as is" basis. mindSHIFT Technologies EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

Waiver of Damages:

mindSHIFT Technologies assumes no liability for any loss, injury, claim, liability or damage of any kind including loss of business, lost profits, lost data, or failure of security resulting in any way from Reseller's or Reseller clients' use of the Services, including without limitation any errors or omissions, any content, any delay or failure of performance, or the unavailability or interruption of service. Accordingly, mindSHIFT Technologies SHALL NOT BE LIABLE FOR DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND WHATSOEVER, WHETHER OR NOT FORSEEABLE (INCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES) IN ANY WAY DUE TO, RESULTING FROM, OR ARISING IN CONNECTION WITH THE SERVICES OR THE FAILURE OF A PARTY TO PERFORM ITS OBLIGATIONS, REGARDLESS OF ANY PARTY'S NEGLIGENCE. RESELLER ALSO AGREES TO INDEMNIFY AND HOLD HARMLESS mindSHIFT Technologies FROM ANY CLAIMS RESULTING FROM THIS AGREEMENT. Termination of this Agreement shall be Reseller's sole and exclusive remedy for any and all damages or injury.

Warranty Limitation:

mindSHIFT Technologies AND ITS CONTENT ARE PROVIDED "AS IS", WITH NO WARRANTIES WHATSOEVER. ALL REPRESENTATIONS AND/OR WARRANTIES OF ANY KIND, EITHER EXPRESSED, IMPLIED OR STATUTORY, INCLUDING, WITHOUT PARTICULAR LIMITATION TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS, ARE EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW. ALL MEMBERs ACKNOWLEDGE THAT ANY WARRANTY THAT IS PROVIDED IN CONNECTION WITH ANY PRODUCT AND/OR SERVICE AVAILABLE THROUGH mindSHIFT Technologies IS PROVIDED SOLELY BY THE OWNER, ADVERTISER, OR MANUFACTURER OF THAT PRODUCT AND/OR SERVICE, AND NOT BY mindSHIFT Technologies.

General:

If any provisions of this Agreement are deemed invalid or unenforceable under applicable law, the remaining provisions will continue in full force and effect. mindSHIFT Technologies 's failure to enforce any provision of this Agreement shall not constitute or be construed as a waiver of that provision or of the right to enforce it at a later time. This Agreement shall be governed by the laws of the Commonwealth of Massachusetts. The parties consent to the federal and state courts of the Commonwealth of Massachusetts having jurisdiction over them. This Agreement contains the entire understanding between mindSHIFT Technologies and Reseller for provision of Hosting. This Agreement supersedes and cancels any and all prior and contemporaneous oral and written understandings or agreements on this subject matter, except the Hosting Terms & Conditions. Continued use of mindSHIFT Technologies services constitutes continued acceptance of this Agreement, including any and all modified terms. These Terms shall bind and benefit the successors and heirs of the parties.

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