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ServerPoint's Reseller Agreement
THIS AGREEMENT ("Agreement") is made and entered into by and between:
ServerPoint, Inc. doing business as ServerPoint, with a principal place of business at Las Vegas, NV U.S.A. (herein referred to as ServerPoint);
and
YOU (herein referred to as RESELLER).
WHEREAS, the RESELLER wishes to employ the services of ServerPoint to provide an internet-related service;
WHEREAS, ServerPoint allow the RESELLER to sell ServerPoint services for good and valuable consideration;
NOW THEREFORE, the parties hereto agree as follows:
1. ESTIPULATION
We are not responsible for any typographical error.
THIS AGREEMENT ("Agreement") is made and entered into by and between:
ServerPoint, Inc. doing business as ServerPoint, with a principal place of business at Las Vegas, NV U.S.A. (herein referred to as ServerPoint);
and
YOU (herein referred to as RESELLER).
WHEREAS, the RESELLER wishes to employ the services of ServerPoint to provide an internet-related service;
WHEREAS, ServerPoint allow the RESELLER to sell ServerPoint services for good and valuable consideration;
NOW THEREFORE, the parties hereto agree as follows:
1. ESTIPULATION
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Reseller certifies that she or he is no less than eighteen (18) years of age.
Reseller acknowledges that (i) ServerPoint permits access to content, information or material over the internet ("Content") that is protected by copyrights, trademarks, and other proprietary (including intellectual property) rights ("Rights"), and (ii) that these Rights are valid and protected in all media existing now or later developed and (iii) except as is explicitly provided otherwise, Reseller’s use of Content shall be governed by applicable copyright and other intellectual property laws.
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ServerPoint provides a shared server computer that is integrated into the Internet. ServerPoint provides its
server as a gateway from the server of various customers into the Internet, for which ServerPoint charges a fee
in accordance with the Pricing Schedule. 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 accounts from ServerPoint and resell to third party customers. ServerPoint
shall provide access through its server computer into the Internet for Reseller, which in turn, resell said web
hosting accounts to its own customers for which it shall be entitled to charge a fee. Fees for said service
shall be set by the RESELLER.
Reseller’s responsibility hereunder is to resell HOSTING’s 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 ServerPoint, Reseller shall act as the intermediary between ServerPoint and said customer to process complaints, answer questions, and to otherwise assist the customer during the term of its contract with Reseller. Reseller may inform customers of the existence of ServerPoint, and of the fact that Reseller is reselling ServerPoint services. Reseller shall translate all contracts and documents prepared by ServerPoint into the native language of the customer if necesary, 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 Clark County Nevada, the State of California or the United States of America.
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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 ServerPoint 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.
B. Unilateral Service
In the event that ServerPoint, 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 or ServerPoint policies, ServerPoint 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 unused month of services. ServerPoint may elect at its sole discretion to monitor some, all or none of the activities of Reseller for adherence to this agreement.
C. Customer Requirements
As part of its efforts to monitor the usage by its customers, Reseller agrees to execute ServerPoint approved agreement and policies.
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WITH RESPECT TO THE SERVICE TO BE PROVIDED HEREUNDER, RESELLER ACKNOWLEDGES THAT ServerPoint MAKES ABSOLUTELY
NO WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING WARRANTY OF MERCHANTIABILITY OR FITNESS OF THIS SERVICE
FOR A PARTICULAR PURPOSE. AS A RESULT, RESELLER AGREES THAT ServerPoint 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 ServerPoint. Reseller hereby
agrees to indemnify and hold harmless ServerPoint from any and all claims of whatever nature brought by any of
Reseller’s customers against ServerPoint. Notwithstanding anything herein to the contrary, ServerPoint 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.
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The utilization of any data or information received by Reseller or Reseller’s customers from the utilization of
the service to be provided by ServerPoint is at Reseller and Reseller’s customer’s sole and absolute risk. APLUS
HOSTING specifically disclaims and denies any responsibility for the completeness, accuracy or quality of
information obtained through the services to be provided hereby.
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Resellers shall receive a discount, as set forth on the Pricing Schedule, on ServerPoint hosting services. All
other fees are not discounted and must be paid in full to ServerPoint prior to activating service. Reseller, for
each new customer account activated, shall pay the initial fees set forth in the Pricing Schedule, minus reseller
discount, prior to the commencement of service.
Payment of the service fees is paid in advance. In the event that Reseller shall fail to pay for such services in advance of that month period, then ServerPoint 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, ServerPoint 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 $25 re-activation fee. Reseller shall also be liable for all attorney and collection fees arising from ServerPoint’s efforts to collect any late unpaid balance of Reseller’s account(s).
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ServerPoint shall charge Reseller for each new order, who shall in turn remit (via credit card or check) the contract
price pursuant to the Pricing Schedule. Thereafter, Reseller shall be billed in accordance with the provisions of the
Pricing Schedule for each order. Notwithstanding, Reseller may use its sole discretion in charging its customer(s) any
amount above the contract price, including fees for consulting or value-added services.
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For any and all legal, corporate, or financial purposes, Reseller shall be considered to be an independent contractor of
ServerPoint. 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 duly authorized governmental body. ServerPoint shall not be responsible for payment of any such taxes which
are the responsibility of Reseller hereunder.
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Reseller is only authorized to resell access to ServerPoint’s system as described above. Reseller has no authority,
apparent or otherwise, to contract for, or on behalf of ServerPoint, or in any other way legally bind ServerPoint in
any fashion, nor shall Reseller be authorized to make any representations about ServerPoint or its services other than
to reiterate to its clients ServerPoint’s responsibilities as outlined in this agreement.
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ServerPoint reserves the right to make changes to the above terms and conditions of this agreement. A written notice
by email will be given to Reseller 15 days before such changes take effect. Changes in monthly service fees shall
before effective at a date announced by ServerPoint no sooner than 15 days after the announcement. 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.
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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 of Clark County, and that the laws of Nevada shall apply.
B. Attorney’s Fees and Expenses:e 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.
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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.
IN WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby, and in consideration of the covenants and agreements contained herein, do hereby execute this instrument, with each party warranting their ability to enter into this agreement for the person or entity herein named as a party hereto.
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ServerPoint will not be held liable for any damages or loss of income or profits resulting from:
a. The use of its service by you or a third party;
b. Service interruptions caused by its own negligence, or your negligence, or any other errors or omissions;
c. Service interruptions caused by acts of nature or act of God, or power or line failures; or
d. Any loss of data/files, caused by delays, non-deliveries or wrong deliveries.
ServerPoint is not responsible for the content, accuracy or quality of information obtained through its service, or information hosted on its web servers.
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It is the Reseller responsability to enforce ServerPoint agreements and policies.
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This Agreement supersedes all previous representations, understanding or agreements and shall prevail
notwithstanding any variance with terms and conditions of any order submitted.
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This agreement shall be governed by the laws of Clark County Nevada and the United States of America.
If any part of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality or enforceability of the remainder of the Agreement will not be affected or impaired in any way.
Regardless of the place of signing this agreement, the client agrees that for purposes of venue this contract was entered in Clark County Nevada, and any dispute will be litigated or arbitrated the courts of Clark County Nevada, USA. Furthermore, defendants waive all objections to venue and acknowledge that venue in any such litigation will be held in Clark County Nevada's courts. IN NO EVENT SHALL ServerPoint'S MAXIMUM LIABILITY EXCEED FIVE HUNDRED ($500.00) DOLLARS.
ALL RESELLERS OF ServerPoint MUST ADHERE TO THE ABOVE POLICIES.
FAILURE TO FOLLOW ANY TERM OR CONDITION WILL BE GROUNDS FOR IMMEDIATE ACCOUNT DEACTIVATION INCLUDING MAIN AND RESOLD ACCOUNTS.
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This Reseller Service Contract was last updated on March 29, 2005.
We are not responsible for any typographical error.
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