| TERMS
OF SERVICE - RESELLER
AGREEMENT BETWEEN Webalix.com AND WEB DEVELOPER ("You"
or "Reseller"):
1. INTRODUCTION
Welcome to Webalix.com. The following TERMS OF SERVICE
AGREEMENT (the "TOS Agreement" or "Agreement")
details the terms and conditions for you, on behalf
of yourself or your company, to use Webalix.com for hosting
and e-commerce services in your designing, building
and/or maintaining Web sites (the "Services").
By clicking on the "I ACCEPT" button, you
represent that you have reviewed and understand the
Agreement and agree to be legally bound by all its terms
and conditions (including the terms and conditions incorporated
by reference herein). If you do not agree or are not
willing to be bound by the terms and conditions of this
Agreement, do not click on the "I ACCEPT"
button and do not seek to obtain or continue using the
Services.
2. YOUR CAPACITY AND RELATED MATTERS
By accepting the terms and conditions of this Agreement,
You represent and warrant that You are 18 years of age
or older, that all information You have provided to
Webalix.com is true and correct in all respects, and that
You will update your account using the account management
tool with any changes to information that You have previously
supplied. Webalix.com reserves the right to refuse to
provide You with any Services, with or without notice,
if You have supplied any information which is misleading,
untrue, inaccurate or incomplete.
3. FEES AND PAYMENT
You shall pay the fees and other charges for each Service
as provided in the Registration and this Agreement.
All fees are due immediately and are non-refundable.
Webalix.com reserves the right to change rates by notifying
You by email thirty (30) day prior to the effective
date of the change. You shall make all payments in United
States currency. The credit card associated with each
Managed Account that You manage through Your Reseller
Account will be billed in advance for any and all monthly
fees. Webalix.com reserves the right to suspend or terminate
your Reseller Account and/or any associated Managed
Accounts if credit card charges are denied. Such suspension
or termination shall not relieve You of the obligation
to pay fees due, if any. You agree to pay Webalix.com
its reasonable expenses, including attorney's and collection
agency fees, incurred in enforcing its rights under
this Agreement.
4. TERM AND TERMINATION
4.1 In the event you choose to fully register for the
Services, this Agreement shall become effective upon
your completion of the Registration and submission of
all necessary and valid payment information for the
applicable Services, and shall continue on a month-to-month
basis unless terminated as provided below.
4.2 Webalix.com reserves the right to terminate this
Agreement and Reseller's site for any breach of the
provisions hereof or the provisions of Webalix.com's
Privacy Policy, as determined by Webalix.com in its
sole discretion. Webalix.com shall have no obligation
to refund any of Your fees due to early termination
of Your Reseller Account or any of Your Managed Accounts.
Your Reseller Account is subject to removal if You have
not associated a valid paid Managed Account within fifteen
(15) days of establishing Your Reseller Account. Webalix.com reserves the right to delete any site it deems
unacceptable for any reason without prior notice.
4.3 You may terminate the Services at any time by emailing
Customer Service at support at HelpingHost.com; provided,
however, that should You elect to terminate Services
after the first day of the applicable thirty (30) day
billing cycle, Webalix.com has no obligation to refund
Your fees for that month.
5. RESPONSIBILITY FOR SITE DEVELOPMENT, OPERATION AND
MAINTENANCE OF MANAGED ACCOUNTS
5.1 You will be solely responsible for the development,
operation and maintenance of each Managed Account, i.e.
of each Managed Account Site's online store and products
and all contents and materials appearing online or on
each Managed Account Site's products, including without
limitation:
5.1.1 the accuracy and appropriateness of content and
materials appearing within the store or related to Managed
Account Site's products;
5.1.2 ensuring that the content and materials appearing
within the store or related to Managed Account Site's
products do not violate or infringe upon the rights
of any third party;
5.1.3 ensuring that the content and materials appearing
within the store or related to Managed Account Site's
products are not libelous or otherwise illegal;
5.1.4 the final calculation and application of shipping
and sales tax and for accepting, processing, filling
and shipping any customer orders;
5.1.5 handling any customer inquiries or complaints
arising from customer orders, including, but not limited
to, returns, credits and exchanges;
5.1.6 the security of any customer credit card numbers
and related customer information that you obtain or
access as a result of conducting electronic commerce
via the Managed Account Site and to keep all such information
confidential and to exercise the same degree of care
and security standard in the industry.
5.3 You will ensure that each Managed Account adheres
to the Webalix.com Terms of Service.
5.4 Webalix.com reserves the right to disassociate
any Managed Account from Your Reseller Account at the
request of the Managed Account Holder. Such request
may be made to Webalix.com Customer Service at support
at HelpingHost.com.
6. DATA TRANSFER AND DISK SPACE
You agree that Data Transfer and Disk Space usage shall
not exceed the number of megabytes per month for the
Services ordered by you through the Registration. This
usage shall be monitored and measured by Webalix.com.
Any Disk Space or Data Transfer usage in excess of the
agreed upon number of megabytes per month may result
in corrective action by Webalix.com, in its sole discretion,
including assessment of additional charges (click here
for current fee schedule, which are hereby incorporated
by reference), disconnection or discontinuance of any
and all Services, or termination of this Agreement.
In the event that Webalix.com elects to take any corrective
action, you shall not be entitled to a refund of any
fees paid in advance prior to such corrective action.
7. REGISTRATION EMAIL
Webalix.com reserves the right to require submission of
an e-mail address from a commercial account (such as
AOL, Prodigy, MindSpring, Earthlink, MSN, etc.), an
education account, or a corporate account for initial
Webalix.com registration, and to otherwise limit the use
of free email account addresses.
8. COMMUNICATIONS FROM Webalix.com
Webalix.com reserves the right to communicate with You
via email, direct mail or telephone during reasonable
hours regarding, but not limited to: 1) notifications
of operational or other changes that may significantly
change the current services offered; 2) special promotions;
and 3) new services. By clicking "I Agree"
to this Agreement, you approve of these communications
from Webalix.com.
9. AMENDMENTS/MODIFICATIONS
Webalix.com reserves the right to amend the Service offerings
and add, delete, suspend or modify the terms and conditions
of the Services set forth in this Agreement, at any
time, and to determine whether and when, at its sole
discretion, any such changes apply to both existing
or future Reseller and/or Managed Accounts.
10. CONTENT
10.1 This service is provided for BUSINESSES only.
No personal home pages are allowed. Webalix.com is not
responsible for the content of any Web page hosted by
Webalix.com. The opinions and views expressed in the Webalix.com
Web pages do not necessarily reflect those of Webalix.com.
The contents of the Web pages hosted on Webalix.com are
not reviewed in any way before they appear on the Web
page. You take full responsibility for the contents
of the Web pages on Webalix.com associated with your Reseller
and Managed Accounts. You agree not to use the Web space
provided by Webalix.com to provide material that is grossly
offensive to the Web community, including, but not limited
to, blatant expressions of bigotry, racism, hatred,
profanity or for promoting or providing instructional
information about illegal activities or promoting physical
harm or injury against any group or individual.
10.2 Webalix.com services shall only be used for lawful
purposes. Transmission or solicitation of any material
that violates United States federal, state or other
laws that may apply in this jurisdiction or your local
area is prohibited.
10.3 Webalix.com pages cannot contain, or provide links
to, materials that Webalix.com, in its sole discretion,
may consider illegal or offensive, including, but not
limited to:
10.3.1 Copyrighted material not belonging to you--for
example, music, images, software or video -- unless
you have the prior consent of the copyright owner;
10.3.2 Trademarked material not belonging to you--for
example, word marks, design marks or a combination thereof
-- without prior consent of the trademark owner;
10.3.3 Adult material--pornography, nudity, sex or
any other material that would commonly be considered
"indecent" or "appealing to the prurient
interest;"
10.3.4 Gambling;
10.3.5 Foul language;
10.3.6 Hate-group propaganda;
10.3.7 Unlawful Mpeg layer two or three ("MP2
or MP3") files;
10.3.8 Mail fraud;
10.3.9 Pyramid or Ponzi schemes;
10.3.10 Insults to other persons or companies, including
but not limited to: material that is obscene, threatening,
harassing, libelous or in any way a violation of intellectual
property laws.
10.4 You agree that neither Your Reseller Account nor
any associated Managed Accounts will use Webalix.com Web
pages to conduct the following activities:
10.4.1 Sell weapons or promote the use thereof;
10.4.2 Send bulk/spam e-mail from a Webalix.com server,
or sending such e-mail with a Webalix.com Web site listed
as the contact address. Read more about our Spam Policy.
10.4.3 Send mass/spam news postings;
10.4.4 Advertise or distribute software or services
that may contribute to news or e-mail spamming;
10.4.5 Host a banner exchange;
10.4.6 Disclose the trade secrets of any other entity
or individual;
10.4.7 Use patented materials without the prior consent
of the patent owner;
10.4.8 Rent, sell or otherwise distribute Webalix.com
Web space to third parties;
10.4.9 Host WAREZ, CRACKS and/or SERIALZ on Webalix.com
systems or accounts; or
10.4.10 Conduct any other activities, that Webalix.com
determines, in its sole discretion, to be illegal or
an unreasonable drain on system resources.
10.5 You acknowledge and agree that neither Your Reseller
Account nor any associated Managed Account will use
Webalix.com servers for the following purposes:
10.5.1 To act as proxies to access other servers including,
but not limited to: File Transfer Protocol (FTP) or
Hypertext Transfer Protocol (HTTP);
10.5.2 To run any type of server or daemon including,
but not limited to, ICQ or FTP;
10.5.3 To launch malicious attacks on other servers
including, but not limited to, denial of service attacks,
mail bombs, hack attacks, spamming, port scanning or
port probing;
10.5.4 To connect directly to external servers using,
for example, Internet Relay Chat (IRC), port scanning
or any other unauthorized connection;
10.5.5 To open sockets of any kind including but not
limited to, ICQ, IRC or FTP;
10.5.6 To provide CGI for any third party;
10.5.7 To act as a file repository or to serve files
for other sites; or
10.5.8 To conduct any other activity that Webalix.com
determines, in its sole discretion, to be an improper
use of the Webalix.com servers.
10.6 Webalix.com reserves the right to terminate your
Reseller or any associated Managed Accounts, or to remove
any page it determines, in its sole judgment, is in
violation of any provision of this Agreement.
11. SECURITY
11.1 You acknowledge and agree that it is illegal to
attempt to compromise the security on the Webalix.com
servers by any means, including, but not limited to:
11.1.1 Attempting to gain access to restricted information
on Webalix.com servers;
11.1.2 Attempting to disable, cripple or modify Webalix.com
servers or any service running on a Webalix.com server;
or
11.1.3 Attempting to access information in other Webalix.com
accounts, which are not properly associated with Your
Reseller Account.
11.2 Webalix.com reserves the right to prosecute any
individual attempting to compromise the security of
the Webalix.com servers to the fullest extent allowable
by federal, state or local law.
13. DISCLAIMER OF WARRANTIES
13.1 You understand that the Internet and other various
networking communication mediums are not secure, unless
explicitly specified as such, and may be subject to
interception or loss. Webalix.com makes no warranties
of any kind, either express, implied or statutory, concerning
the data or information available through the Webalix.com
hosting network or the Internet. Webalix.com SERVICES
ARE PROVIDED ON AN "AS IS" BASIS. Webalix.com
MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND,
EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION:
13.1.1 THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT;
13.1.2 THAT THE HOSTING SERVICES WILL MEET YOUR REQUIREMENTS
OR WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED,
TIMELY, SECURE OR OPERATE WITHOUT ERROR;
13.1.3 ANY IMPLIED WARRANTY ARISING FROM A COURSE OF
DEALING OR USAGE OF TRADE; AND
13.1.4 ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY
IN TORT, WHETHER OR NOT ARISING FROM THE NEGLIGENCE
OF Webalix.com.
13.2 TO THE FULL EXTENT PERMISSIBLE UNDER APPLICABLE
LAW, Webalix.com DISCLAIMS ANY AND ALL SUCH WARRANTIES.
14. LIMITATION OF LIABILITIES
14.1 IN NO EVENT SHALL Webalix.com BE LIABLE FOR DAMAGES
OF ANY KIND, INCLUDING WITHOUT LIMITATION, DIRECT, INDIRECT,
INCIDENTAL, PUNITIVE AND CONSEQUENTIAL DAMAGES, ARISING
OUT OF OR IN CONNECTION WITH THIS TOS AGREEMENT, THE
HOSTING SERVICES, OR THE INABILITY TO USE THE HOSTED
SITE. Webalix.com's liability to You or to the Managed
Account Holder for actual damages for any cause whatsoever,
regardless of the form of the action, will be strictly
limited to a maximum of the Fees paid, if any, for the
services which gave rise to the cause of action during
the twelve (12) month period prior to the date the cause
of action arose.
14.2 Webalix.com, ITS OFFICERS, DIRECTORS, OWNERS, AGENTS
AND EMPLOYEES, SHALL NOT BE LIABLE TO YOU OR ANYONE
ELSE FOR ANY LOSS OR INJURY RESULTING FROM THE USE OF
THE HOSTING SERVICES, CAUSED IN WHOLE OR IN PART BY
ITS NEGLIGENCE OR CONTINGENCIES BEYOND ITS CONTROL IN
PROCURING, COMPILING, INTERPRETING, REPORTING, MAINTAINING
OR DELIVERING THE SERVICES. Webalix.com, ITS OFFICERS,
DIRECTORS, OWNERS, AGENTS AND EMPLOYEES, SHALL NOT BE
LIABLE TO YOU OR ANYONE ELSE FOR ANY DIRECT, CONSEQUENTIAL,
SPECIAL, INCIDENTAL, INDIRECT, OR SIMILAR DAMAGES, EVEN
IF ADVISED OF THE POSSIBILTY OF SUCH DAMAGES, RESULTING
FROM THE USE OR INABILITY TO USE THE SERVICES.
15. YOUR REPRESENTATIONS, WARRANTIES AND INDEMNIFICATIONS
15.1 You represent and warrant that the products and/or
services that You or the Managed Account Holder seek
to list and sell on any Webalix.com Site, and any other
materials it seeks to place on any Webalix.com Site and
any Web site linked from such Webalix.com Site, complies
with all local, state, federal and foreign regulations
and laws.
15.2 You further represent and warrant that the products
and/or services that You or the Managed Account Holder
seek to list and sell via any Webalix.com Site and any
other materials You or the Managed Account Holder seek
to place on the Webalix.com Site will not violate the
rights of any third parties, including, but not limited
to, such violations as infringement or misappropriation
of any copyright, patent, trademark, trade secret, music,
image or other proprietary or property right, false
advertising, unfair competition, defamation, invasion
of privacy or rights of celebrity, violation of any
anti-discriminatory law or regulation, or any other
right of any person or entity.
15.3 You agree to defend, indemnify and hold Webalix.com,
its subsidiaries, affiliates, officers, employees and
agents, harmless from any liability, loss, claim, demand,
damage or cause of actions, including reasonable attorney's
fees, that may be incurred by Webalix.com, asserted by
any third party due to or arising out of Your conduct
or use of the hosting services or any breach of this
Agreement.
16. PRIVACY
16.1 Webalix.com is committed to protecting Your privacy.
Click here for
our general Privacy Policy, which is hereby incorporated
into this Agreement by reference. Webalix.com reserves
the right to modify the Privacy Policy at any time.
You should frequently check the Privacy Policy for any
changes.
16.3 You agree that Webalix.com may disclose Reseller
and Managed Account Information in the good faith belief
that such action is reasonably necessary: (a) to comply
with the law; (b) to comply with legal process; (c)
to enforce this Agreement; (d) to respond to claims
that You or Your Reseller or Managed Accounts are engaged
in activities that violate the rights of third parties;
or (e) to protect rights or interests of Webalix.com,
InfoSpace, or others; provided, however, that nothing
in this section shall impose a duty on Webalix.com to
make such disclosures.
16.4 You shall maintain a password to access and use
Your Reseller Account and associated Managed Accounts.
You are entirely responsible for any and all activities
that occur under Your Reseller Account and Password,
as well as any associated Managed Accounts. You agree
to keep the passwords associated with Your Reseller
and associated Managed Accounts confidential, to allow
no other person or company to use Your Reseller Account
or associated Managed Accounts (except in the case of
a Managed Account, the Managed Account Holder may access
and use its Managed Account), and to notify Webalix.com
promptly if You have any reason to believe that the
security of Your Reseller Account or associated Managed
Accounts have been compromised.
16.5 You agree (a) to post a privacy policy on any
Webalix.com Sites associated with You (i.e. Your own
Webalix.com site or sites associated with Managed Accounts)
that, at a minimum, discloses any and all uses of personal
information collected from users by the Web Site;
17. CGI SCRIPTS
17.1 Except as provided below, Webalix.com makes CGI
processes available as part of all Reseller Hosting
Services. Webalix.com maintains the right to disable
any CGI script and, if necessary, Your Reseller Account
and/or any associated Managed Accounts without prior
notice if Webalix.com determines the script presents
a security risk or a server overload. Webalix.com also
prohibits the use of any scripts that automatically
update a links listing. Any CGI scripts that are determined
to be inherently malicious may result in termination
of the Your Reseller Account and/or any associated Managed
Accounts and the pursuit of any and all legal remedies
available to Webalix.com.
19. PAID HOSTING SERVICES
19.1 All Paid Hosting Accounts will be allocated a
base amount of disk space and data transfer at time
of Registration. If a user goes over either the data
transfer or disk space allocation in a billing cycle,
they may be subject to additional fees at Webalix.com's
discretion.
19.2 As part of the Advanced and Professional services,
Webalix.com makes PHP, Secure Shell (SSH), POP E-mail,
and a MySQL Database ("Features") available.
Webalix.com maintains the right to disable any Feature
and, if necessary, any Account without prior notice
if Webalix.com determines that the use of that Feature
presents a security risk or a server overload. Webalix.com
also prohibits the use of any Feature that automatically
updates a links listing. Any use of Features that are
determined to be inherently malicious, may result in
termination of the Reseller and/or Managed Account(s)
and the pursuit of any and all legal remedies available
to Webalix.com.
20. MISCELLANEOUS
20.1 This Agreement supersedes and replaces any written
or oral agreements between You and Webalix.com. Any failures
by Webalix.com to enforce any provision of this Agreement
shall not constitute a waiver of any term hereof.
20.2 If any provision of this Agreement is held invalid
or unenforceable, such provision will be struck and
the remaining provisions shall be enforced. The unenforceability
of any provision in a given jurisdiction shall not render
that provision unenforceable in any other jurisdiction.
20.3 The section titles in this Agreement are for convenience
only, and have no legal or contractual effect.
20.4 You will not have the right or the power to assign
any of Your rights of delegate the performance of any
of Your obligations under this Agreement without the
prior written consent of Webalix.com, including in the
case of a merger. Webalix.com will have the right to assign
this Agreement to its affiliates.
20.4 This Agreement shall be governed by and construed
in accordance with the laws of the State of California,
without giving effect to its conflict of laws rules.
Any dispute or controversy arising under or related
to this Agreement shall be adjudicated in a court of
competent jurisdiction within California, USA. You agree
to waive any jurisdiction, venue and inconvenient forum
objections to any state or federal court sitting in
California, U.S.A.
20.5 Webalix.com shall not be liable for nonperformance,
delay, errors, data loss or other loss caused by any
event reasonably beyond Webalix.com 's control including,
but not limited to acts of God, war, hostilities, revolution,
civil disorder, national emergency, strikes, lockouts,
unavailability of supplies, epidemics, fire, flood,
earthquake, force of nature, explosion, embargo or any
law, proclamation, regulation, ordinance or other act
or order of any court, government or governmental agency.
Exhibit A - Appendix 1 Definitions
"Managed Account" means any Webalix.com Account
that is administered or managed by a Reseller.
"Managed Account Holder" means the person
or entity for whom the Reseller administers the Child
Account.
"Managed Account Site" means a Web site hosted
on Webalix.com that is under the direction and control
of a Reseller.
"Reseller Account" means any Reseller account
comprised of Managed Account(s).
"Reseller" means anyone who administers one
or more Webalix.com Accounts on someone else's behalf.
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