RESELLER TERMS
 
     
  (Whereas referred First and RESELLER includes their Administrators, nominees, assignees, heirs)
  
 
  1. Whereas the First party is conducting a business or Software Development, Webhosting, domain name registration and allied services.
  2. Whereas the RESELLER is engaged in -------------------------------------------------------------------------------------------------------------------
  3. Whereas the RESELLER approached the First Party to secure a services like Web hosting, domain registration, Web space and allied services for themselves/their clients/associates.
  4. Whereas the First Party has agreed to provide the aforementioned services to the RESELLER subject to receiving the prescribed payment to the respective services.
  5. Whereas in this agreement First Party and Second Parties have agreed to the following Terms and conditions and bound by all or any pertinent Indian laws or rules or Indian Government policies or Policies that are or may be published/ mailed by both the parties.
  6. SERVICES: - "First Party" has agreed to provide Web Hosting services to the RESELLER on receipt of applicable fees and duly signed forms.
  7. Whereas the RESELLER has agreed to pay the respective Fees for respective services provided for themselves or their clients/associates by the First party..
  8. FEES,PAYMENT AND TERM :- As consideration for the aforementioned services selected by RESELLER for themselves or their clients/associates by agreeing to pay the applicable service(S) fees to the First Party. All fees payable hereunder are non-refundable unless the First Party provides otherwise.
    • The RESELLER agreed to provide current, complete and accurate and accurate information about RESELLER's Clients as required by the registration process and maintain and update this information to the First Party as needed to keep it current, complete and accurate. All such information shall be referred to as account information ( "Account Information" ) . The RESELLER hereby granted permission to the First Party the right to disclose to Third Parties such Account Information. The Registrant (RESELLER client/s,) by completing and submitting the Web Hosting Agreement ("Agreement"), represents that the statements in its prescribed application are true and so far as the Registrant is aware that the registrant/s does not interfere with or infringe upon the rights of any Third Party. The Registrant also represents and under takes that the Web hosting is not done for any unlawful purpose.
    • All payments of RESELLER are to be made in favor of First Party i.e., " " DIGINET SOFTWARE AND COMMUNICATIONS LTD.," PAYABLE AT Bangalore and is to be sent at the mailing address as mentioned in this Agreement by courier/registered post. No outstation cheques are accepted. In case payment is made by credit Card then the registrant is required to send at the sole discretion of "FIRST PARTY", where it deems fit a confirmation Letter duly signed by him through fax/courier/registered post. The First Party reserves the right to stop the services, in case the confirmation letter as required is not received back within 10 days of allotment of order ID Number.
    • That the RESELLER requested space for themselves/their clients/associates for web hosting will not be booked in First Party server unless the First Party receives actual payment of the registration or renewal or reasonable assurance of payment of the registration or renewal from the RESELLER's Client/s (such reasonable assurance as determined by First Party at its sole discretion').
    • That in the event of a change back by a credit card company or dishonor of cheque/ demand draft in connection with the RESELLER's payment or their acknowledge and agreed that the First Party can stop providing the services relating the Web hosting unless it receives the due payment along with the administrative charges.
    • That the first Party will reinstate the service on any such registration / renewal solely at the First Party discretion, and subject to receipt of the applicable registration, renewal or transfer fees.
    • That the RESELLER on their own require to renew their respective registrations prior to due date by paying renewal fees to the First Party to avail the respective services. That the RESELLER is bound to take the responsibility of registration fees or renewal fees payable to the First Party.
    • That if RESELLER fail to pay the respective renewal fees within the time specified regarding renewal, the respective registration will be Terminated automatically. Payment must be made by cheque/demand draft/ credit card or such other method as indicated in the registration application or renewal form. The first Party will renew the registration for the term specified provided in the renewal application subjecting to receiving confirmation of payment and receiving up to date billing information. If the billing information is not accurate and the RESELLER's renews the registration, the First Party will communicate to update the said information charge accordingly.
    • That in case the requisite payment is not received since it is due, them the First party can stop providing services to the RESELLER or their clients/associates and the stoppage of service due to non payment or any other reason attributable to RESELLER or their clients/associates cannot be held as" intent to cause wrongful loss or damage to the public or any person and neither it can be constructed to diminish the value or utility or affect injuriously. Discontinuance or service by 'DigiNet' . Due to non-payment of dues or any other reason attributable to RESELLER or their clients/associates do not amount to Hacking under section 66 of the Information Technology Act, 2000.
    • All payments should be made through Cheque/Bank draft favoring 'DigiNet' Software and Communications Ltd., payable at Bangalore. The payments are required to be paid in advance otherwise 'DigiNet' would not proceed with providing of its Services. No outstation cheques are accepted.
  9. TERM AND TERMINATION:
    a) That the term of this Agreement shall begin on the date of signing of this agreement and shall continue in effect till the final delivery of the service.
    b) The RESELLER'or their client/associates can terminate the service/s provided / to be provided by 'the First Party' by giving a prior 30 days notice.
    c) In Case of termination of contract initiated by the RESELLER'or their client/associate then the respective party is required to settle the full payment for the engagement period fees and other incidental expenses incurred by the First party.
    d) That the First Party can terminate the services provided/to be provided to the RESELLER or their client/associates if respective party becomes insolvent., delinquent, unable to pay its debt or violates any term/s and conditions/s of this Agreement.
  10. CLIENT COVENANTS:-
    The RESELLER cannot check to see whether the web site hosted by First Party in their server infringes legal rights of others. The RESELLER'or their clients/associates urge the First Party to investigate and ensure that web site hosted by First Party do not infringes the legal right of others. During the period that 'First Party'. provides Web Hosting services, the RESELLER or their clients/associates shall not distribute on the website any content that :
    a) Infringes on the intellectual property rights of any third party or any rights of publicity or privacy.
    b) Violates any law, statute, ordinance or regulation, or is unlawfully harassing.
    c) Is defamatory, trade libelous, unlawfully threatening or unlawfully harassing?
    d) Is obscene, pornographic or indecent or
    e) Contains viruses or other computer programming routines that are intended to damage or detrimentally interfere with any system, data or personal information.
  11. INDEMNITY: - 'The RESELLER or thier clients/associates shall indemnify, defend and hold 'First Party' harmless against any Third Party claim, action, suit or proceeding alleging any breach of the RESELLER or their Clients/associates covenants as stated in clause 10 or arising from errors or inaccuracies in the content the RESELLER or their clients/associates shall indemnify the First Party and its officers, directors, employees, agents or its affiliates for all losses, damages, liabilities and all reasonable expenses and costs incurred by 'First Party' as a result of judgment entered against 'First Party' in any such claim, action, suit or proceeding. The First Party can stop providing the services to the Client on receiptof complaint by the Third Party regarding of this agreement and on compensation.
  12. CONFIDENTIAL INFORMATION : - Information considered proprietary or confidential by either 'First Party' or RESELLER or their Clients/associates which is delivered or disclosed pursuant to or in connection with this agreement and identified as such by the disclosing party (Confidential Information) shall be used solely for the purposes of this Agreement and shall not be otherwise disclosed without the prior written consent of the disclosing party. Confidential information will be kept in confidence and protected from disclosure to unauthorized persons to the same extent the receiving party protects its own confidential information, but in no event shall be liable for the disclosure or use of proprietary information which is publicly known, other than by breach hereof, is obtained without restriction by the recipient on a non-confidential basis from a Third Party lawfully possessing and lawfully entitled to disclose such information, is previously know by the recipient, is at any time, developed by recipient independently of any disclosures hereunder, or is required to be disclosed by a governmental entity having jurisdiction over the recipient. If either party is required to disclose any proprietary information of the other party, it shall provide notice thereof to the other party in a timely fashion so that the other party may avail itself of any procedures or remedies to protect or avoid such disclosure.
  13. LIMITATION OF LIABILITY: -
    a) Notwithstanding anything contained herein to the contrary, 'First Party' shall not be liable to the RESELLER or their Clients/associates or any third person for any breach of duty or misuse the collected fees amount, delay or default in performing its obligations hereunder is caused by intentionally, force, majure, such as wars or insurrections, riots, acts of governments, riots, strikes, work stoppages, labor troubles, fire, explosions, earthquake, flood, embargoes and or inability to obtain materials, acts of God electricity failure, telephone disturbances, policy change by Government of India/Department of Telecom other related department or other cause outside the reasonable control of "First Party" and The First Party its officers, directors or employees shall not be liable in any event for loss of anticipated profits, loss by reason of shutdown, or interruption of service, or other consequential loss or damage of any nature arising from any cause what so ever even if 'First Party' has been advised of the possibility of such damages.

    b) Under no circumstances aggregate liability payable by "First Party" will exceed the total fee received from the RESELLER's Clients under this agreement.

  14. NON- SOLICITATION : -
    i) That the RESELLER cannot hire or contract any of the 'DigiNet's employees during the period of this Agreement.
    ii) That the RESELLER shall not hire or contract any of 'First Party' employees for a period of two (2) years following the termination or cancellation of this Agreement.
  15. GENERAL : -
    A domain name: If RESELLER wishes to register a domain name for the website, 'The First Party' shall cooperate with the said "Clients" shall be paying all fees for registration (both initial and annual) of domain name.
    As part of the web hosting services provided under this Agreement, 'First Party, will provide Domain Name Server assistance. No representation or warranties are made by 'First Party' as to the DNS service provided to the RESELLER under this Agreement (pursuant to the disclaimers stated in this Agreement) where the RESELLER arranges for third party to provide DNS and/or E-Mail service. The RESELLER agrees to hold "First Party" harmless from any errors made as a result of Third Party's management of the RESELLER/Clients/DNS and /or E-Mail service.
    Note:
    a) The domain name terms and conditions shall govern Domain Name registration. The RESELLER shall take care to their clients to familiarize with the domain terms and conditions as given in Web site.
    b) "First party" will not be responsible for refunding any fees paid .Refunding if needs to be done shall be at the sole discretion of the first party.
    c) CANCELLATION OF WEB HOSTING SERVICE :- The First Party need to notify and then can terminate the services provided to the Client, if it is found by the First Party that the RESELLER's Client/s is/ are utilizing more than the sanctioned space. Upon the cancellation of the provisions of the Website hosting service to RESELLER's "Clients" or termination of this Agreement, 'First Party' shall:- (i) replace the home page of the web site with a standard error message at no charge to said "Client", (ii) upon "Client's request provide a forwarding address on the website for 'First Party' standard fees Rs. 2,000.00/- which shall be payable in advance; (iii) upon "Client's request, provide to "Client" one copy of the website, in object code format for a fee of Rs. 5,000.00/-. Which shall be payable in advance. If upon termination of this Agreement or cancellation of the provision of the website Hosting service to said RESELLER's "Client"; notifies 'First Party' that it wishes to transfer the hosting of the website to another company, 'First Party' shall promptly comply with the transfer request from the other company if RESELLER's "Client" is not then delinquent with respect to any amount payable under this Agreement. Upon payment to 'First Party' of the delinquent amounts, if any, 'First Party' shall promptly comply with the request.
    C) The RESELLER can terminate / transfer the services to
    another provider if the RESELLER is dissatisfied with the
    services provided by the first party.
  16. To the terms and conditions contained in the Dispute policy. When the First Party are threatened with suit by a third party, the First Party may seeks written assurance from RESELLER concerning promise to indemnify the First Party; RESELLER failure to provide those assurances may be considered by the First Party to be a breach of Agreement committed by RESELLER and may result in deactivation of First Party services.
  17. ANNOUNCEMENTS:- The First Party reserves the right to distribute information to you that is pertinent to the quality or operation of First Party services and those of service partners. These announcements will be predominately informative in nature and may include notices describing changes, upgrades, new products or other information to add security or to enhance the RESELLER's Client's identity on the Internet.
  18. DISCLAIMER OF WARRANTIES:- The Services are provided on an "as is " Basis. Provider expressly disclaims all warranties of any kind, express or implied, including with our limitation, the implied warranties or merchantability, fitness for a particular purpose, non infringement and title an any warranties arising from a course of dealing, usage or trade practice, 'First Party' does not warrant that the services will be uninterrupted, secure or error free. The First Party make no warranty that the services will meet your requirements.
  19. SEVERABILITY: Waiver, if any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way. The parties agree to replace any invalid provision with a valid provision that most closely approximates the intent and economic effect of the invalid provision. The waiver of either party of a breach of any provision of this Agreement will not operate or interpreted as a waiver of any other or subsequent breach.
  20. HEAADING:- Heading used in this agreement are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section or in any way affect this Agreement.
  21. ASSIGNMENT:- The parties rights and obligations will bind and inure to the benefit of their respective successor and assigns.
  22. INDEPENDENT CONTRACTORS:- The parties to this Agreement are independent contactors, and no agency, partnership, joint venture or employee-employer relationship is intended or created by this Agreement. Neither party shall have power to obligate or bind the other party. Personnel supplied by "First Party" shall work exclusively for "First Party" and shall not, for any purpose, be considered employees or agents of RESELLER's "Clients". 'First Party' assumes full responsibility for the acts of such personnel while performing services hereunder and shall be solely responsible for their supervision, direction and control, compensation, benefits and taxes.
  23. NOTICES:- Any notices required or permitted hereunder shall be given to the appropriate party at the address specified in this agreement or such other address as and when the parties communicates each other in writing. Such notice shall be deemed given; upon personal delivery; if sent by telephone facsimile, upon confirmation of receipt; or if sent by registered mail or courier, postage prepaid, 5 days after the date of mailing.
  24. ENTIRE AGREEMENT: - This Agreement sets forth the entire understanding and Agreement of the parties and supersede any and all oral or written agreements or understandings between the parties as to the subject matter of this Agreement. Only a writing signed by both parties can change it. Neither party is relying upon any warranties, representations, assurance or inducements not expressly set forth herein.
  25. DURATION OF THIS AGREEMENT:- This agreement is stands valid from the date of signing of this agreement and will be in full force till _________.
  26. GOVERNING LAW:- This Agreement will be governed and constructed in accordance with the laws of India. Both parties agreed to submit to jurisdiction to the Bangalore Courts jurisdiction only
  27. ACCEPTANCE OF AGREEMENT:- Both the parties have acknowledge that read this Agreement and agree to all its terms and conditions. Both the parties have independently evaluated the desirability of participating in the affiliate network and are not relying on any representation, guarantee or Statement other than as set for the in this Agreement

WITNESSES:-

For, DigiNet Software and Communications Ltd.,
1.Sign. :
Name :
Desig :
Address :

For, M/s. RESELLER
2.Sign. :
Name :
Desig :
Address :