This COLC Reseller Agreement ("Agreement") is between
Collaboration Online, Limited Company ("COLC"), a
Massachusetts Corporation, and the COLC Authorized Reseller
("Reseller") to provide Exchange Hosting ("Hosting")
to Reseller and Reseller clients on COLC network of shared
servers.
Relationship
Reseller is an independent contractor and not a partner, joint
venture, franchisee, agent, or employee of COLC. Reseller
shall not represent their relationship with COLC as anything
other than an independent contractor or reseller. As well,
COLC Corporation 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 COLC.
Billing
COLC will bill Reseller by credit card or ACH for all services,
generally within the first week of each month. Other terms
may be extended solely at the discretion of COLC. 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.
Discount Structure
Discounts from the COLC list prices shall be as stated
in official, signed Reseller Agreement, and are based on the
Reseller Plan chosen. COLC 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 COLC Authorized Reseller Logos
on their web site and on advertisements. To maintain the quality
of COLC advertising and promotional materials, Resellers must
submit a copy of any such web pages or advertisements for approval
prior to publication. COLC will review use of logo and notify
Resellers of approval within five 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.
Content
Although COLC has a policy of not monitoring or policing
the content you place on our servers, when questionable material
comes to COLC's attention, COLC reserves the right to remove
without notice any content that, in COLC's sole opinion, may
result in a violation of any federal, state, common or international
laws or regulations or that may be offensive to COLC or to other
users.
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.
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 BizLand and an
officer or principal of Partner.
Waiver of implied warranties
With respect to the Hosting, COLC provides services to Reseller
and Reseller clients on an "as is" basis. COLC
EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, INCLUDING THE
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE
AND NON-INFRINGEMENT.
Waiver of Damages
COLC 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 Hosting, including
without limitation any errors or omissions, any content,
any delay or failure of performance, or the unavailability
or interruption of service. Accordingly, COLC 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 WEB HOSTING 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 COLC
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
COLC 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
COLC IS PROVIDED SOLELY BY THE OWNER, ADVERTISER, OR MANUFACTURER
OF THAT PRODUCT AND/OR SERVICE, AND NOT BY COLC.
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. COLC'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. This Agreement
contains the entire understanding between COLC 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 COLC services constitutes
continued acceptance of this Agreement, including any and
all modified terms.
