Reseller Contract

  * ALL FIELDS MUST BE COMPLETED

THIS AGREEMENT is made and entered into this
 
 

by and between:

Virtual Hosting Services(NOVA PRODUCTS - HAWAII), , with its principal place of business at 350 Ward Av.#106  Honolulu , HI , 96814 (hereinafter referred to as "VHS")

The parties hereto do hereby agree as follows:

1. SERVICE DESCRIPTION:

VHS provides a dedicated server computer that is integrated into the Internet. VHS provides its server as a gateway from the server of various customers into the Internet, for which VHS charges a fee.

Reseller, as an independent contractor, shall provide either business and/or individual customers for services in the market area more fully described herein below. Reseller is to purchase web hosting services from VHS and resell to third party unrelated customers.

VHS shall provide access through its dedicated server computer into the Internet for Reseller, which in turn, shall "resell" said access to its own customers for which it shall be entitled to charge a fee. A minimum fee for said service shall be set by VHS in accordance with the schedule set forth in paragraph 6 below.

Re seller's responsibility hereunder is to market, advertise, and otherwise solicit customers for VHS service and to sign said individuals to web site contracts. Once said customers have entered into such an agreement and avail themselves of the services provided by VHS, Reseller shall act as the intermediary between VHS and said customer to process complaints, answer questions, and to otherwise assist the customer during the term of its contract with Reseller. Reseller shall translate all contracts and documents prepared by VHS into the native language of the customer, and shall use its best efforts to monitor the usage by said customer to ensure that said usage does not violate any laws of the jurisdiction in which Reseller and customer are situate, nor violate any municipal, state, county, or federal statute or regulation of the State of Hawaii or the United States of America. As part of its efforts to monitor the usage by its customers, Reseller agrees to include in its contracts with its customers all aspects of our own (VHS) service agreement. Any violation by resellers clients of our service agreement may result in immediate termination of that clients account. Repeated violations may result in the termination of the Resellers account.

2. SERVICE USAGE:

A. Legal Parameters: This service may be utilized only for lawful purposes, and the usage of the service in connection with or adjunct to any matter or thing which violates any foreign, municipal, state, county or federal statute or regulation is prohibited. Reseller agrees to indemnify and hold harmless VHS from and against any and all claims, actions, causes of actions, administrative or government action, losses or damages (including legal fees and expenses) arising from the usage by Reseller and/or Re seller's customers of the service in violation of this paragraph.

B. Unilateral Service Revocation: In the event that VHS, at any time, believes that the service is being utilized by the Reseller or Re seller's customers in contravention of the terms and provisions of this contract, VHS may, at its sole discretion, immediately discontinue such service to Reseller or any of Re seller's individual customers as the case may be, without liability other than for the refund of unearned prepaid service fees.

3. NO WARRANTIES:

With respect to the service to be provided hereunder, Reseller acknowledges that Pick makes absolutely no warranties whatsoever, express or implied, including warranty of merchantability or fitness of this service for a particular purpose. As a result, Reseller agrees that VHS shall not be liable to Reseller or any of its customers for any claims or damages which may be suffered by Reseller or its customers, including, but not limited to, losses or damages of any and every nature, resulting from the loss of data, inability to access Internet, or inability to transmit or receive information, caused by, or resulting from, delays, nondeliveries, or service interruptions whether or not caused by the fault or negligence of VHS. Reseller hereby agrees to indemnify and hold harmless VHS from any and all claims of whatever nature brought by any of Re seller's customers against VHS.

4. USE OF INFORMATION:

The utilization of any data or information received by Reseller or its customers from the utilization of the service to be provided by VHS is at Reseller and its customer's sole and absolute risk. VHS specifically disclaims and denies any responsibility for the completeness, accuracy or quality of information obtained through the services to be provided hereby.

5. DOMAIN NAME:

If VHS shall acquire an Internet Domain Name on behalf of the Reseller or any of its Customers, then in such case the Reseller hereby waives, and Re seller's customer must waive in writing prior to acquisition of said domain name, any and all claims which it may have against VHS for any loss, damage, claim or expense arising out of, or in relation to, the registration of such Domain Name in any online or off-line network directories, membership lists or registration lists, or the release of the Domain Name from such directories or lists following the termination of services by VHS for any reason. Any costs of VHS in obtaining or maintaining a domain name for Reseller or its customers shall be immediately reimbursed to VHS upon invoice from VHS to Reseller.

6. SERVICE FEES AND INVOICING:

Reseller, for each new customer account activated, shall pay the initial fees set forth below, prior to the commencement of service. Thereafter, Reseller shall be charged in advance for a minimum twelve (12) month period, at least fifteen (15) days prior to the expiration of the then current twleve (12) month period. Payment of the service fee is due prior to the first day of said twelve (12) month period. In the event that Reseller shall fail to pay for such services in advance of that twelve (12) month period, then VHS shall be entitled to unilaterally terminate this agreement and discontinue the service of Reseller or the applicable account for which payment has not been received. The indemnification and limits of liability provisions of paragraphs 2 and 3 shall survive any such termination. Upon payment of the charges due hereunder, VHS may, at its sole discretion, reinstitute service, at which time all terms and conditions of this contract shall continue in full force and effect. Any service disconnection or suspension shall require a $50 reconnect fee. Initial service and setup fees are as follows:
 

7. FEES:

In consideration of the services to be provided by Reseller hereunder, Reseller shall receive a discount from VHS equal to TEN percent (10%) of the ANNUAL fee set forth in paragraph 6. VHS shall CHARGE Reseller for each new order, who shall in turn remit ninety percent (90%) of the contract price pursuant to the schedule in paragraph 6. Thereafter, Reseller shall be invoiced in accordance with the provisions of paragraph 6 above for each order.

9. INDEPENDENT CONTRACTOR:

For any and all legal, corporate, or financial purposes, Reseller shall be considered to be an independent contractor of VHS. Reseller shall be responsible for all expenses incurred by it which in any way arise out of this contract. Reseller shall further be responsible for payment of his/her own income and other taxes of whatever nature, including those of its employees or agents, due and owing to any country, state, county, province, territory, municipal authority, or other dully authorized governmental body. VHS shall not be responsible for payment of any such taxes which are the responsibility of Reseller hereunder.

10. SCOPE OF AUTHORITY:

Reseller is only authorized to resell access to VHS system as described above. Reseller has no authority, apparent or otherwise, to contract for, or on behalf of VHS, or in any other way legally bind VHS in any fashion, nor shall Reseller be authorized to make any representations about VHS or its services other than to reiterate to its clients VHS responsibilities as outlined in this agreement.

11. CHANGES IN TERMS OF AGREEMENT:

VHS reserves the right to make changes to the above terms and conditions of this agreement upon sixty (60) days written notice to Reseller, advising of the change and the effective date thereof. Changes in service fees shall become effective only at the end of any calendar year for which Reseller has prepaid on behalf of its customers for the respective year. Utilization of the service by the Reseller and/or its customers following the effective date of such change shall constitute acceptance by Reseller of such change(s) in terms.

12. DISPUTES:

A. Venue: Should any dispute arise under the terms of this contract, the parties agree that venue for resolution of said dispute shall be in the County or Circuit Courts in and for Honolulu, Hawaii

B. Attorney's Fees and Expenses: Should any legal action be instituted to enforce the terms and conditions of this agreement, the prevailing party shall be entitled to recover reasonable attorney's fees and expenses incurred at both the trial and appellate levels.

13. TERM:

The financial and exclusivity terms of this contract shall be in effect for one (1) years, to expire on the last day of the month preceding the first (1) year anniversary of the execution of this agreement. All other provisions of this agreement, specifically including, but not limited to, the indemnification provisions herein above, shall survive the termination of the financial and exclusivity terms of this agreement.

14. ENTIRE AGREEMENT AND SEVERABILITY:

This instrument constitutes the entire agreement between the parties, and represents the complete and entire understanding of the parties with respect to the subject matter of this agreement. This instrument supersedes any other agreement or understanding between the parties, whether written or oral. In the event that any term or provision of this instrument is held by a court of competent jurisdiction to be unenforceable, then the remaining provisions of this instrument and the agreement which it evidences, shall remain in full force and effect.

15. EXIT STRATEGY:

In the event that Reseller decides to use another web hosting provider, VHS will agree to the following:

a. VHS will provide one report or file showing all active Reseller accounts with the appropriate information.
b. VHS will continue to host Resellers customers provided that all accounts are in good standing and do not owe any monies for services provided.
c. Reseller will be responsible for domain transfers to the InterNIC or other authorities.
d. VHS will not purposely contact Resellers customers and will redirect any email back to Reseller