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This Reseller Agreement ("Agreement") is between Collaboratiaon
Online, Limited Company (" Collaboration Online "),
a Massachusetts Limited Liability Corporation, and the Collaboration
Online Authorized Reseller ("Reseller") to provide
e-mail hosting and other services ("Services") to Reseller
and Reseller clients on Collaboration Online's servers.
Relationship:
Reseller is an independent contractor and not a partner, joint
venture, franchisee, agent, or employee of Collaboration Online.
Reseller shall not represent their relationship with Collaboration
Online as anything other than an independent contractor or reseller.
As well, Collaboration Online 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 Collaboration Online.
Billing:
Collaboration Online 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 Collaboration Online. 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 Collaboration Online 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 Collaboration Online
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, Collaboration
Online, at its sole discretion and without waiving other rights
it may have, may suspend, interrupt, or disconnect the services.
Support:
Collaboration Online shall provide telephone and e-mail support
to Reseller. Reseller shall be responsible for providing support
to Reseller's customers.
Discount Structure:
Collaboration Online 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 Collaboration Online Authorized Reseller
Logos on their web site and on advertisements. To maintain the
quality of Collaboration Online advertising and promotional materials,
Resellers must submit a copy of any such web pages or advertisements
for approval prior to publication. Collaboration Online 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:
Collaboration Online 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, Collaboration Online 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 Collaboration Online 's Privacy Statement, Collaboration
Online 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 Collaboration
Online 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 Collaboration Online and an
officer or principal of Partner.
Waiver of implied warranties:
With respect to the Services, Collaboration
Online provides services to Reseller and Reseller clients on
an "as is" basis.
Collaboration Online EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES,
INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE AND NON-INFRINGEMENT.
Waiver of Damages:
Collaboration Online 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, Collaboration Online 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 Collaboration Online 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:
Collaboration Online 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
Collaboration Online IS PROVIDED SOLELY BY THE OWNER, ADVERTISER,
OR MANUFACTURER OF THAT PRODUCT AND/OR SERVICE, AND NOT BY Collaboration
Online.
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.
Collaboration Online '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 Collaboration Online 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 Collaboration Online 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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