THIS AGREEMENT ("Agreement") is made and entered into by and between Intelligent Hosting and authorized persons or organizations (referred to in this document as "Reseller" or "you").
WHEREAS, Intelligent Hosting wishes to provide Web hosting and e-mail services for the purposes of reselling;
WHEREAS, Reseller desires to sell Web hosting services for good and valuable consideration;
NOW THEREFORE, the parties hereto agree as follows:
1. STIPULATION OF RESELLER
Reseller represents that Reseller is no less than eighteen (18) years of age.
2. SERVICE DESCRIPTION
Intelligent Hosting provides a Web server that is integrated into the Internet. Intelligent Hosting provides its server as a gateway from the server of various customers into the Internet, for which Intelligent Hosting charges a fee. Reseller is to purchase Web hosting account(s) from Intelligent Hosting and resell to third party unrelated customers. Intelligent Hosting shall provide access through its server into the Internet for Reseller, which in turn, resells said Web hosting account(s) to its own customers for which it shall be entitled to charge a fee.
Reseller is allowed to market, advertise, and otherwise solicit customers for its service and to sign said individuals to Web hosting contracts. Once said customers have entered into such an agreement, Reseller shall act as the intermediary between Intelligent Hosting and said customer to process complaints, answer questions, and to otherwise assist the customer during the term of its contract with Reseller. Reseller 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 Nevada or the United States of America.
3. 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 Intelligent Hosting 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 Reseller's customers of the service in violation of this paragraph. Intelligent Hosting reserves the right to assume the exclusive defense and control of any matter, at its own expense, of any action brought pursuant to this paragraph.
B. Unilateral Service: In the event that Intelligent Hosting, at any time, believes that the service is being utilized by the Reseller or Reseller's customers in contravention of the terms and provisions of this agreement, Intelligent Hosting may, at its sole discretion, immediately discontinue such service to Reseller or any of Reseller's customers as the case may be, without liability other than for the refund of unearned prepaid service fees. Intelligent Hosting may elect at its sole discretion to monitor some, all or none of the activities of Reseller for adherence to this agreement. Intelligent Hosting reserves the right to protect Reseller and the Intelligent Hosting service from offensive e-mail communication including, but not limited to, the right to block mass e-mail solicitations or "spamming."
C. Customer Requirements: As part of its efforts to monitor the usage by its customers, Reseller agrees to execute an Intelligent Hosting approved hosting "Terms of Service and Acceptable Use Policy" with their customers, which will be provided to Reseller at the time of execution of this Agreement.
D. Release of Name Server IP Addresses: Upon account termination, Reseller is responsible for providing a copy of Network Solutions records showing that Reseller's hostname servers no longer claim the use of IP addresses Intelligent Hosting provided to Reseller. This document must be delivered to Intelligent Hosting within 10 days from the effective cancellation date. In case Reseller fails to provide this letter, Intelligent Hosting will de-register said name servers. Reseller agrees to pay Intelligent Hosting a flat fee of $250 for every two host names it de-registers on Reseller's behalf.
4. NO WARRANTIES
WITH RESPECT TO THE SERVICE TO BE PROVIDED HEREUNDER, RESELLER ACKNOWLEDGES THAT INTELLIGENT HOSTING 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 INTELLIGENT HOSTING 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, NON-DELIVERIES, OR SERVICE INTERRUPTIONS WHETHER OR NOT CAUSED BY THE FAULT OR NEGLIGENCE OF INTELLIGENT HOSTING. NO ORAL ADVICE OR INFORMATION GIVEN BY INTELLIGENT HOSTING OR ITS EMPLOYEES SHALL CREATE A WARRANTY OR OTHERWISE ALTER THE PROVISIONS OF THIS SECTION. Reseller hereby agrees to indemnify and hold harmless Intelligent Hosting from any and all claims of whatever nature brought by any of Reseller's customers against Intelligent Hosting. Notwithstanding anything herein to the contrary, Intelligent Hosting shall not be liable for any claim brought by Reseller for any amounts in excess of the aggregate of the amounts paid by Reseller or Reseller's customers during the 12 month period prior to the date the cause of action arose.
5. USE OF INFORMATION
The utilization of any data or information received by Reseller or Reseller's customers from the utilization of the service to be provided by Intelligent Hosting is at Reseller and Reseller's customer's sole and absolute risk. Intelligent Hosting specifically disclaims and denies any responsibility for the completeness, accuracy or quality of information obtained through the services to be provided hereby.
6. SERVICE FEES AND BILLING
All fees must be paid in full to Intelligent Hosting prior to activating service. Payment of the service fees is due prior to the first day of Reseller's billing period. If Reseller fails to pay for said account for 30 days after the due date, Intelligent Hosting may without further notice terminate Reseller's account. Termination does not remove responsibility to pay all fees incurred up to the date that Intelligent Hosting terminates the account. If Intelligent Hosting incurs any fees or costs in collecting any past-due amounts, including costs of attorneys or a collection bureau, those fees and costs will be added to the amount owed. Upon payment of the charges due hereunder, Intelligent Hosting may, at its sole discretion, reinstitute service, at which time all terms and conditions of this contract shall continue in full force and effect.
7. CHANGES IN TERMS OF AGREEMENT
Intelligent Hosting 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. Utilization off 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.
You agree that any dispute between you and Intelligent Hosting arising out of your use of the service on in any way based upon your subscription to and/or use of the service which cannot be resolved between you and Intelligent Hosting will be submitted by the aggrieved party for binding arbitration under the auspices of the American Arbitration Association. Any demand for arbitration under this Section must be filed with the American Arbitration Association's office in Las Vegas, Nevada. The arbitration must be held in Las Vegas, Nevada, and the arbitrator must be a person with experience in online services operation.
9. ENTIRE AGREEMENT AND SEVERABILITY
This Agreement 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 Agreement is held by a court of competent jurisdiction to be unenforceable, then the remaining provisions of this Agreement shall remain in full force and effect.