Reseller Agreement

LiquidNet Ltd. Reseller Agreement

This is an Agreement between you (the “Reseller”) and LiquidNet Ltd., an UK Company located at 28 Kersfield House, 11 Kersfield Road, Putney, London SW15 3HJ, UK that owns ResellerPanel.com. This agreement explains the basis upon which transactions between you, the Reseller, and LiquidNet Ltd. will take place and our responsibilities toward each other.

The Effective Date of this agreement shall be the date that the Reseller completes LiquidNet's reseller signup process.

By entering into this Agreement, in addition to transactions entered into by the Reseller on its own behalf, the Reseller also agrees to be bound by the terms of this agreement for transactions entered into on its behalf by anyone acting as its Agent. The Reseller also agrees to be bound by the terms of this Agreement for transactions entered into by anyone who uses the account that the Reseller hereby establishes with LiquidNet Ltd., whether or not the transactions were made on Reseller’s behalf.

Whereas LiquidNet Ltd. is a fully-operational Internet web hosting company and domain name registrar; and, whereas the Reseller desires to purchase web hosting and/or domain name registration services and other services or products that may be available from LiquidNet Ltd. for purposes of reselling such Services to its own customers;

Therefore, the Registrar and the Reseller agree as follows:

1. Services – Subject to the terms and conditions of this Agreement, LiquidNet Ltd. grants the Reseller a non-exclusive, non-transferable license to resell the Services worldwide. Services are subject to: LiquidNet’s Registration Agreement available at: http://www.resellerspanel.com/terms/web_hosting_terms_of_service.html
   These Web Hosting Terms of Service are an indivisible part of this Reseller Agreement.

2. Price - Subject to the terms and conditions of this Agreement, the Reseller acknowledges that all prices, discount rates and transaction fees are subject to change.

1. LiquidNet Ltd. will provide its services to the Reseller according to the LiquidNet Price Catalog (Catalog) available at: http://www.resellerspanel.com/reseller_hosting/web_hosting_plans.html

2. The Reseller authorizes LiquidNet Ltd. to charge each of its customers the dollar amounts designated by the Reseller. Selection of services and setting of prices are done through the Reseller’s site administration tool.

3. Fraudulent Transactions. The Reseller agrees to hold LiquidNet Ltd. unharmed and to indemnify LiquidNet Ltd. for and against transactions processed by LiquidNet Ltd. on behalf of the Reseller that are fraudulent in nature. These fraudulent transactions could result from, but are not limited to, misrepresentations in the web hosting and domain registration process, or from the use of stolen or misappropriated credit cards.

4. Payment – Bank wires and checks are issued at the beginning of every month. The minimum amount for payment is $50.00 US. If you choose bank wire as a payment method your commission payment will be reduced by $30 to cover the costs of the wire transfer.

Period	Payment Date	Next Payment
October 2007	06 December 2007	Sent
November 2007	07 January 2008	Sent
December 2007	06 February 2008	Sent
January 2008	06 March 2008	Sent
February 2008	07 April 2008	Sent
March 2008	06 May 2008	Sent
April 2008	06 June 2008	Next
May 2008	07 July 2008	-
June 2008	06 August 2008	-
July 2008	05 September 2008	-
August 2008	06 October 2008	-
September 2008	06 November 2008	-
October 2008	05 December 2008	-
November 2008	06 January 2009	-
December 2008	06 February 2009	-
January 2009	06 March 2009	-
February 2009	07 April 2009	-

5. Billing Fees - The resellers agree to cover partially the billing fees included in the processing of their clients payments in cases when they are reselling a service for a retail price over 100% higher than our wholesale price.

   * Example: Retail Price (RP) - Whole Sale Price (WSP) = Resellers Commission(RC)
   If the "RC" > "WSP" the reseller will cover the billing fees only for the "RC".

   When the "RC" ≤ "WSP" the Resellers Panel will cover all billing fees.

   The value of the partial billing fees covered by the reseller is to be withdrawn from his/her reseller commission. In all cases of chargeback or refund LiquidNet Ltd. do not refund the billing fees.

6. Chargeback - In the event of a credit card chargeback, LiquidNet Ltd. will deduct the amount of the credit card charge from the Reseller's commission. In the event that chargeback frequency is deemed high by LiquidNet Ltd., LiquidNet Ltd. reserves the right to hold back 20% of monthly commissions for 90 days from the date the commission was due.

7. Money Back Guarantee & Refund Policy –  If within 30 days of the date your customer purchased web hosting and/or domain name, for any reason the customer wants to cancel the account, he is entitled to a full refund of the amount charged. All domain registrations are final, do not include any money back guarantee and will be subject to a $9.95 per year per domain registration fee. Your customer will be required to make a deposit of $9.95 for the domain name fee before receiving the refund for the hosting account.

8. If a refund has been requested and completed, the profit for that sale will be also deducted from the whole reseller commission. If a given customer has received his refund but LiquidNet Ltd. has already paid the reseller the commission for that particular sale, LiquidNet Ltd. will deduct the exact commission amount for that sale from the next monthly payment to the reseller.

3. Termination – Either party may terminate this Agreement for a material breach of contract by the other party that has not been resolved within 15 days. Either party must notify the other of such material breach in writing. Or, either party may terminate this Agreement with a 15-day written notice. Upon termination, all customers will default to LiquidNet Ltd.

4. Restriction of Service; Right of Refusal - The Reseller agrees that LiquidNet Ltd., in its sole discretion and without liability to the Reseller, may terminate this Agreement for if the Reseller is found to be using LiquidNet Ltd. Services in association with unsolicited commercial e-mail (“spam”) or morally objectionable activities. Morally objectionable activities will include, but not be limited to: activities designed to defame, embarrass, harm, abuse, threaten, slander or harass third parties; activities prohibited by the laws of the United States and/or foreign territories in which the Reseller conducts business; activities designed to encourage unlawful behavior by others, such as hate crimes, terrorism and child pornography; activities that are tortuous, vulgar, obscene, invasive of the privacy of a third party, racially, ethnically, or otherwise objectionable; activities designed to impersonate the identity of a third party; and activities designed to harm minors in any way. In the event LiquidNet Ltd. terminates this Agreement for spam or morally objectionable activities, no payment will be issued.

5. Privacy –The Reseller agrees to abide by the Privacy Policy of LiquidNet Ltd. in his/her dealings with customers and others, and to post the Privacy Policy on the reseller’s website home page. Failure to comply with the Privacy Policy of LiquidNet Ltd. will be deemed a breach of this Agreement.

   1. LiquidNet Ltd. may inform the reseller of expirations of his/her customers’ services at the e-mail address given in the reseller’s account profile. In case the service has not been renewed on time, LiquidNet Ltd. may inform all your client’s mailboxes dependant on that service, in order to secure a trouble-free performance of your client’s website. The reseller’s email address displayed in the Contact Us section of his/her Website Template will be given as a service provider contact. In cases when the Contact Us section of his/her Website Template does not contain an email address for contact, the following mail address will be used: support@duoservers.com

6. Branding – LiquidNet Ltd. authorizes the Reseller to co-brand the Services by using LiquidNet’s name and logo along with the Reseller’s name and logo.

   1. Reseller store templates – we give our resellers the possibility to use ready-made templates that contain customizable areas and can be edited by the Reseller to their taste within certain limits. These include a limitation on the upload of files - exceeding 250 pixels in height - to the header area of a store template.

7. Marketing Rights – LiquidNet Ltd. and LiquidNet Ltd. related companies will not market to the Reseller’s customers.

8. Technical Support – LiquidNet Ltd. will provide technical support to the Reseller. At Reseller’s option, LiquidNet Ltd. will provide technical support to its customers through the ProperSupport.com web interface program and/or e-mail.

9. Notices – The Reseller agrees that all notices (except for notices concerning breach of this Agreement) from LiquidNet Ltd. to the Reseller may be posted on our web site and will be deemed delivered within five (5) days after the posting. Notices concerning breach of this Agreement will be sent either to the e-mail address that the Reseller has on file with LiquidNet Ltd. or mailed by first class mail to the postal address that the Reseller has on file with LiquidNet Ltd.. In both cases, delivery shall be deemed to have been made five (5) days after the notice was sent. Notices from the Reseller to LiquidNet Ltd. should be made by e-mail, sent to the address we provide on our web site.

10. No Solicitation – The Reseller agrees that it will NOT approach LiquidNet’s employees with proposals to hire them as its own employees or contractors. If the Reseller were to hire any of LiquidNet’s employees, the Reseller agrees to pay LiquidNet Ltd. for each employee hired the greater amount of three years salary that the Reseller is to pay such employee, or $100,000.

11. Limited Liability – LiquidNet Ltd. shall not be liable under any circumstances for any special, consequential, incidental or exemplary damages arising out of or in any way connected with this Agreement or the Domain Name Registration Services, or other services and products the Reseller may choose, including but not limited to: damages for lost profits, loss of use, lost data, loss of privacy, damages to third parties. This limited liability clause shall apply even if LiquidNet Ltd. has been notified of the possibility of any claims. In no event shall LiquidNet’s maximum liability exceed the total amount paid by the Reseller for the service or the product. LiquidNet’s liability is limited to the extent permitted by law in states that do not allow the exclusion or limitation of liability for consequential or incidental damages.

12. Modification – This Agreement and its Attachments are subject to change. The Reseller will be notified of such changes as they occur via the e-mail contact supplied during the reseller signup process, which may be modified using the Reseller’s site administration tool.

13. Assignment – The Reseller may not assign its rights or duties under this Agreement to another individual or entity without the expressed written consent of LiquidNet Ltd., which will not be unreasonably withheld. LiquidNet Ltd. may assign its rights and obligations under this Agreement without notice, as long as, the Service continues to operate as outlined in this Agreement.

14. Severability – The terms of this Agreement are severable. If any part of this Agreement is determined to be unenforceable or invalid, that part of the Agreement will be interpreted in accordance with the applicable law as closely as possible in line with the original intention of both parties of the Agreement. The remaining terms and conditions of the Agreement will remain in full force and effect.

    The Reseller agrees to waive the right to trial by jury in any proceeding that takes place relating to or arising out of this Agreement.

15. 2nd Tier referral program is available to all resellers. A commission of 10% from the web hosting plan wholesale price will be added from each sale by any referred reseller. There is no commission for sold domain names through 2nd Tier referral program. Resellers are not allowed to refer their family members and relatives or themselves in different accounts or using the same mailing address or bank information. LiquidNet Ltd. verifies all 2nd Tier accounts payments. Any account violating these terms will not receive commissions and will not be allowed to use LiquidNet Ltd. reseller program or services. In case of refunds or fraudulent sales the relevant amount will be deducted from the commission payment's .

16. Entirety – This Agreement constitutes the entire understanding and contract between the parties and supersedes any an all prior and contemporaneous, oral, or written representations, communication, understandings, and agreements between the parties with respect to the subject matter herein.

Nothing in this Agreement, expressed or implied, shall be deemed to confer any rights or remedies upon, nor obligate any of the parities hereto, to any person or entity other than such parties, unless so stated to the contrary.