To uphold the quality and reputation of Optima Business Solutions, all Resellers who apply must agree to these program policies. By selling Optima Business Solutions’ website design and related services (hereinafter the "Services," defined further below), you signify your agreement to the terms and conditions contained in this Reseller Agreement (hereinafter, the "RSA"). This RSA is between you, your organization (if you are entering into this RSA on behalf of an organization), collectively referred to herein as "you" or "your" (and appropriate formatives), Optima Business Solutions (the "Primary Service Provider") including the Primary Service Provider's subsidiaries and all employees, directors, officers, representatives, agents and affiliates thereof. You declare your identity (including organizational affiliation) in the information which you provide to the Primary Service Provider through the interface which you use to configure and/or otherwise order the Services (referred to herein as "your Account"). It is a material part of this RSA that you warrant that the contact information you provide in your Account is accurate and that you will keep it up to date.
1.The Services and Accounts. A.The Services include the following: •Website Design •Search Engine Optimization •Website Hosting •Domain Name Registration •Web-based Email •Website Traffic Reporting •Custom Web-based Applications B.Your customers must be the direct consumers of the Services. You are the Primary Reseller to your immediate customers. C.You have the ability, through your Account, to control the creation of leads. You may also access payment status and communications from Optima Business Solutions. You agree to guarantee all leads are legitimate business entities and are seriously seeking the web services offered in section 1-A above. D.You agree that any unqualified lead submitted through your Account, for whatever reason, is a material breach of this RSA, i) is an act for which shall be grounds for suspension and/or termination of this RSA and the Services ii).
2. Lead Qualifications. A.Optima Business Solutions agrees to pay $10.00 for each qualified lead submitted through your Account. B.Optima Business Solutions agrees to pay a commission presently set at 5% on all receivables earned by Optima Business Solutions from qualified leads submitted through your Account, for a term of one year, or 356 days.
3. Payments, and commissions. A.You agree that payments and commissions for your qualified leads will be subject to the qualifications outlined in section 2 of this agreement. B.Optima Business Solutions agrees to pay a commission presently set at 5% on all receivables earned by from qualified leads submitted through your Account, for a term of one year, or 356 days. C.Optima Business Solutions agrees to pay $10.00 for each qualified lead submitted through your Account. D.Lead payment checks will be processed by Optima Business Solutions on the last day of each month and forwarded to you via US Mail. E.Commission payments will be processed by Optima Business Solutions on the last day of the qualifying year, and forwarded to you via US Mail.
4. Suspension or Termination of the Services. Optima Business Solutions reserves the right to suspend or terminate this RSA or to preclude use of or access to the Program if any of the following occur: A.If you abuse in any way the Lead Qualifications outlined in Section 2 of this Agreement. B.This RSA in any way disrupts service to other Optima Business Solutions’ customers. C.If you or your customers fail to abide by customary industry acceptable use policies and all governing and applicable laws.
5.Term of this RSA and Termination. This RSA is effective for a period of one year from the date of creation of your Account. This RSA will then renewed for an indefinite number of one-year terms. Either party upon at least thirty (30) days' written notice (including notice via email) may terminate this RSA.
6.Confidentiality. You agree to keep the monetary terms of this RSA confidential. You also agree to keep confidential any business and technology information supplied to you by Optima Business Solutions, other than to sell services your qualified leads. The obligations of this section shall not restrict any disclosure by either party pursuant to any applicable law, or by order of any court, or government agency and shall not apply to information that is independently developed by the disclosing party or is publicly known.
7.Warranties and Excluded Warranties. A.WHAT IS NOT WARRANTIED: OPTIMA BUSINESS SOLUTIONS DOES NOT WARRANTY THAT PERFORMANCE OF THE SERVICES OR USE OF THE TECHNOLOGY WILL BE UNINTERRUPTED, ERROR FREE. B.WARRANTIES: OPTIMA BUSINESS SOLUTIONS WARRANTIES THAT THE SERVICES AND TECHNOLOGY WILL BE PROVIDED AND MAINTAINED WITH AT LEAST THE SAME DEGREE OF CARE THAT OPTIMA BUSINESS SOLUTIONS EXERCISES IN PROVIDING SIMILAR SERVICES AND TECHNOLOGY TO OTHER SIMILARLY SITUATED CUSTOMERS.
8.Indemnification. You, at your own expense, will indemnify, defend and hold harmless Optima Business Solutions (which refers to, as indicated at the beginning of this RSA, its subsidiaries, and all employees, directors, officers, representatives, agents and affiliates thereof), against any claim, suit, action, or other proceeding based on or arising from any claim or alleged claim (i) relating to any product or service of yours; (ii) relating to your use of the Services; or (iii) relating to your domain name registration and related service business, including, but not limited to, your advertising, domain name application process, systems and other processes, fees charged, billing practices and customer service; provided, however, that in any such case: (a) Optima Business Solutions provides you with prompt notice of any such claim, and (b) upon your written request, Optima Business Solutions provides you with all available information and assistance reasonably necessary for you to defend such claim, provided that you reimburse Optima Business Solutions for actual and reasonable costs. You shall not enter into any settlement or compromise of any such indemnifiable claim without Optima Business Solutions' prior written consent, which consent shall not be unreasonably withheld. You shall pay any and all costs, damages, and expenses, including, but not limited to, reasonable attorneys' fees and costs awarded against or otherwise incurred by the Optima Business Solutions in connection with or arising from any such indemnifiable claim, suit, action or proceeding.
9.Limitation of Liability. A.A material provision of entering into this RSA is that Optima Business Solutions’ liability shall be limited as follows: In relation to each component of the Services for which a separate fee is charged, Optima Business Solutions shall be liable in an amount no greater than the fees received by Optima Business Solutions for performing the specific transaction(s) that gave rise to the liability. Optima Business Solutions' aggregate liability for all claims of any sort shall not exceed the aggregate amount received by Optima Business Solutions from you over the term of this RSA. Optima Business Solutions shall not be liable for any unauthorized access to, or any corruption, erasure, theft, destruction, alteration, or inadvertent disclosure of data, information, or content transmitted, received, or stored on its or any 3rd party systems. With respect to passwords, account identifiers, and other systems used to control access to your account, you acknowledge and agree that it is your responsibility to safeguard such passwords, account identifiers, and other systems used to control access to your account. You agree that as a service to you, Optima Business Solutions may, but is not required to, take reasonable measures to verify the identity of parties who claim to have lost or forgotten passwords and/or account information and to then provide the information to such parties and that Optima Business Solutions shall not be responsible to you losses or claims for any inadvertent disclosure of such passwords which may result thereby. You expressly agree that it is reasonable for Optima Business Solutions to email passwords to designated email account(s), to phone designated phone numbers, or to employ security questions as a means to verify the identity of the party entitled to control your account. B.EXCEPT AS EXPRESSLY PROVIDED IN THIS RSA, NEITHER PARTY SHALL BE LIABLE IN ANY WAY TO THE OTHER PARTY OR ANY OTHER PERSON FOR ANY LOST PROFITS OR REVENUES, LOSS OF USE, LOSS OF DATA OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS, LICENSES, OR SERVICES OR SIMILAR ECONOMIC LOSS, OR FOR ANY PUNITIVE, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR SIMILAR DAMAGES OF ANY NATURE, WHETHER FORESEEABLE OR NOT, UNDER ANY WARRANTY OR OTHER RIGHT HEREUNDER, ARISING OUT OF OR IN CONNECTION WITH THE PERFORMANCE OR NON-PERFORMANCE OF THIS RSA, OR, EXCEPT AS PROVIDED FOR IN THE SECTION RELATING TO YOUR INDEMNIFICATION OF OPTIMA BUSINESS SOLUTIONS, FOR ANY CLAIM AGAINST THE OTHER PARTY BY A 3RD PARTY, REGARDLESS OF WHETHER IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIM OR DAMAGES. C.Independent Contractors. The parties to this RSA are independent contractors and shall have no right or authority to bind or commit the other party in any way without the other party's express written authorization to do so. Nothing contained in this RSA shall be deemed or construed to create for any purpose an employer/employee, joint venture, partnership, or agency relationship between the parties. D.Assignment. You agree not to assign, transfer, or otherwise dispose of this RSA or any of your rights, benefits, or interests under this RSA without written consent of Optima Business Solutions. Optima Business Solutions may assign this RSA to a party which acquires the assets of Optima Business Solutions which relate to performance of this RSA. Optima Business Solutions may assign all or part of its rights and obligations under this RSA to its parent corporation, to a subsidiary, to its survivor in connection with a corporate reorganization, to any entity acquiring all or substantially all of its property, or to any entity into which it is merged or consolidated. No assignment of this RSA shall operate to discharge the assignor of any duty or obligations hereunder without prior written consent. E.Taxes. Unless specified otherwise, the fees listed in this RSA do not include taxes. If Optima Business Solutions is required to pay United States or international sales, use, property, value-added, royalty, license or other taxes based on the licenses granted in this RSA or on your use or sale of the Services, then such taxes or fees shall be billed to and paid by you. This section shall not apply to taxes based on Optima Business Solutions' income. F.Force Majeure. Neither party shall be in default or liable for any loss or damage resulting from delays in performance or from failure to perform or comply with terms of this RSA (other than the obligation to make payments, which shall not be affected by this provision) due to any causes beyond its reasonable control, which causes include but are not limited to Acts of God or the public enemy; riots and insurrections; war; fire; strikes and other labor difficulties (whether or not the party is in a position to concede to such demands); embargoes; judicial action; lack of or inability to obtain export permits or approvals, necessary labor, materials, energy, components or machinery; acts of civil or military authorities; failure of telecommunications; or other casualty. G.Governing Law and Venue for Disputes. This RSA and any disputes regarding its interpretation and enforcement shall be governed by the laws of the United States of America and the State of Maryland, as if this RSA was a contract wholly entered into and wholly performed within the State of Maryland. Any action to enforce this RSA or any matter relating to your use of Optima Business Solutions' or Optima Business Solutions' subsidiaries' services shall be brought exclusively in the United States District Court of Maryland, or if there is no jurisdiction in such court, then in a state court in Howard County, Maryland state. You consent to the exclusive personal and subject matter jurisdiction of such courts and agree that exclusive venue therein is proper.
