ResellersPanel Terms Of Service

This is an Agreement between You - the Reseller of our Services, and LiquidNet Ltd. - the UK-based company in association with ResellersPanel. This Agreement explicates the terms and conditions that You - the Reseller - agree to abide by when signing up for a free reseller hosting account with our company, as well as the responsibilities included in our business partnership and the basis upon which all transactions between You and LiquidNet Ltd. will take place. You - the Reseller - also agree to be bound by the terms and conditions of this Agreement for any transaction made by another person using your Reseller account, whether or not the transaction was made on your Reseller behalf.

The Effective Date of this agreement shall be considered to be the date on which You - the Reseller - completed the signup process of LiquidNet's FREE reseller hosting program.

Whereas, LiquidNet Ltd. is a fully-operational Internet web hosting and domain registration company; and whereas, the Reseller desires to purchase web hosting and/or domain name registration services, as well as any other services or products that may be available from LiquidNet Ltd., for the purpose of reselling these Services to the Reseller's customers;

Therefore, LiquidNet Ltd. and the Reseller agree as follows:

1. LIQUIDNET LTD SERVICES - LiquidNet Ltd. grants the Reseller a non-exclusive, non-transferable license to resell its Services worldwide. The Services are subject to LiquidNet's Web Hosting Terms of Service. These Web Hosting Terms of Service are an integral part of the Reseller Agreement.

   Reseller Mailbox
   Each reseller receives a fully-functional mailbox, with the option to create up to 100 different aliases. This mailbox can store up to 5000 e-mail messages. It has a disk space limit of 200 MB.

2. SERVICE BRANDING & MARKETING RIGHTS - LiquidNet Ltd. authorizes the Reseller to co-brand the Services by using LiquidNet's name along with the Reseller's PRIVATE BRAND name and logo.

   • Reseller store templates - LiquidNet Ltd. gives the Reseller the possibility to use ready-made turn-key website templates to set up his/her own Reseller Store(s). The templates contain customizable areas and can be edited by the Reseller to his/her own individual website concept with certain limitations (for example, a limitation on the upload of files - exceeding 250 pixels in height - to the header area of some of the store templates).

   • Marketing Rights - LiquidNet Ltd. also gives the Reseller the right to build his/her own marketing strategies and market his/her products and services according to his/her own individually conceived marketing concept and preferences. The Reseller may use any marketing approaches and means of popularizing the Services (forums, blogs, social networks, personal or business websites, printed media, etc.), as long as those do not include any publications contradicting to the common online ethics and allowed online activities, and do not constitute an infringement of any copyrights, or other rights of third parties, or a violation of any applicable law and/or terms or agreements explicated in this document and its coherent policies.

3. SERVICE PRICING - The Reseller acknowledges that all prices, discount rates and transaction fees are subject to change. LiquidNet Ltd. will provide its Services to the Reseller according to the LiquidNet Ltd.'s Wholesale Price Catalog available at our website's web hosting plan pages. Selection of services and setting of retail prices can be done by the Reseller from his/her Reseller Control Panel.

4. SERVICE PAYMENT - The Reseller authorizes LiquidNet Ltd. to charge each customer purchasing a service through his/her Reseller Store with the exact service price amount (in the currency) designated by the Reseller.

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

   • Billing Fees - The Reseller agrees to cover partially the billing fees included in the processing of the payments of his/her clients in cases when the Reseller is reselling a service of LiquidNet Ltd. for a retail price over 100% higher than our wholesale price. The amount of the partial billing fees covered by the Reseller will be withdrawn from his/her reseller commission.

     * Example:
     Retail Price (RP) - Wholesale Price (WSP) = Reseller Commission (RC)
     When "RC" > "WSP" the Reseller covers the billing fees for the "RC".
     When "RC"≤ "WSP" ResellersPanel covers all billing fees.
     
     In cases of chargeback or refund LiquidNet Ltd. CANNOT refund the billing fees.

5. RESELLER COMMISSION - The Free Reseller Program gives the Reseller an option to earn a monthly commission, the amount of which depends on the sales he/she has made for the period of one month (the month prior to the month of the commission payment release date). The commission amount is calculated per sold single service (hosting plan, domain name, upgrade) on the basis of a simple formula:

   [retail price - wholesale price = commission due]

   The due commission represents the net difference between the wholesale cost and the retail cost of all services sold within a month. ResellersPanel deducts no billing fees or reseller charges from that amount and sends it as it is to the Reseller.

   The commissions are issued at the beginning of each month. They can be paid in one of the five supported currencies (GBP, USD, AUD, CAD, EUR) and through one of the following payment methods - reseller wallet, PayPal, check and bank wire.

   The minimum amount for payment of the reseller commission is $50.00 US. If the Reseller chooses bank wire as a payment method, the minimum reseller commission will become $500.00 US. Their commission payment will also be reduced by $30 in order to be covered the costs of the wire transfer. Included below is the free reseller hosting network's commission payment schedule:

   Period	Payment Date	Next Payment
   October 2010	07 December 2010	Sent
   November 2010	07 January 2011	Sent
   December 2010	07 February 2011	Sent
   January 2011	07 March 2011	Sent
   February 2011	07 April 2011	Sent
   March 2011	06 May 2011	Sent
   April 2011	07 June 2011	Sent
   May 2011	07 July 2011	Sent
   June 2011	05 August 2011	Sent
   July 2011	07 September 2011	Sent
   August 2011	07 October 2011	Sent
   September 2011	07 November 2011	Sent
   October 2011	07 December 2011	Sent
   November 2011	06 January 2012	Sent
   December 2011	07 February 2012	Next
   January 2012	07 March 2012	-
   February 2012	06 April 2012	-

6. 2nd TIER AFFILIATE PROGRAM - An affiliate commission of 10% will be added to your reseller commission from the wholesale price of each hosting account sale made by a reseller (or each purchase of a dedicated server service made by a customer) referred by you to ResellersPanel through our 2nd Tier Affiliate Program. The 2nd Tier Affiliate Program does not include affiliate commissions for sold domain names. In the event of a customer refund or a fraudulent sale of the affiliated reseller (or dedicated services customer), the 10% affiliate commission for the respective transaction will be deducted from the commission payment of the Reseller.

   Resellers are not allowed to refer family members, or other individuals using the same mailing address or bank details as the Reseller's. Resellers are not allowed also to refer themselves using different reseller accounts and reseller account profile information. LiquidNet Ltd. verifies all 2nd Tier account payments. Any account in violation of this provision will not receive commissions and will not be allowed to use LiquidNet Ltd. reseller programs or hosting services.

7. CHARCHBACKS, MONEYBACK & REFUNDS
   
   Chargeback Policy - In the event of a claimed chargeback where no reverse payment procedure can be initiated, the respective customer hosting account will remain suspended and a $30 USD fee will be withdrawn from the commission of the Reseller, whose client's account has been the reason for the chargeback (in order to be covered the fees imposed to LiquidNet Ltd. from our authorized retailers for the claimed unauthorized transaction).
   
   Money Back Guarantee - If a customer of yours that's purchased web hosting and/or domain name services from your Reseller Store decides to cancel his/her account, for any reason, within 30 days of the payment date of the account, he/she is entitled to a full refund of the amount charged for his/her web hosting plan service. All domain registration/transfer services, however, are final, do not include money back guarantee. Your customer will be required to deposit a fee that is calculated on the basis of the actual NON-PROMOTIONAL annual price of the purchased domain's TLD, multiplied by the number of years of registration or transfer before receiving the refund for his/her hosting account.
   
   Refunds - If a refund has been requested from your customer and completed, the profit for that particular transaction will be deducted from your reseller commission. If the given customer has received his/her refund, however LiquidNet Ltd. has already paid you the commission for the transaction, then LiquidNet Ltd. will deduct the exact commission amount for that reseller sale of yours from your next month commission payment.

8. SERVICE EXPIRATION - 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 that a customer's service is not renewed in due time, LiquidNet Ltd. may inform all mailboxes dependant on that service (hosted in the customer's account), in order to secure a trouble-free performance of the customer's website/domain and related services. The Reseller's email address pointed in the 'Contact Us' section of his/her website template will be given as a Service Provider contact. In case that 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.

9. TECHNICAL SUPPORT - LiquidNet Ltd. will provide technical support to the Reseller and all his/her customers via any of the following support channels: e-mail, live chat, ticketing system or phone. Resellers may choose also to provide support to their customers themselves.

10. 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 - http://resellerspanel.com. Notices concerning breach of this Agreement will be sent either to the e-mail address that the Reseller has provided in his reseller profile 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 has been sent. Notices from the Reseller to LiquidNet Ltd. should be made by e-mail sent to the address provided on our web site.

11. 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.

12. RESTRICTION / REFUSAL OF SERVICE - The Reseller agrees that LiquidNet Ltd., in its sole discretion and without liability to the Reseller, may terminate this Agreement if the Reseller is found to be using LiquidNet Ltd.'s Services in association with unsolicited commercial e-mail (SPAM) or morally objectionable activities. Morally objectionable activities may include, but are not be limited to: activities that are in nature defamatory, embarrassing, harmful, abusing, threatening, slanderous or harassing third parties; activities prohibited by any applicable law of the United States and/or foreign territories in which the Reseller conducts business; activities designed to encourage unlawful behavior of others, such as hate crime, 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. Please, view our Acceptable Use Policy (AUP) for more information on this matter. In the event that LiquidNet Ltd. terminates this Agreement for SPAM or any morally objectionable activity described in this document and/or our AUP, no refund payment will be issued to the Reseller and/or his customer(s).

13. NO SOLICITAION - The Reseller agrees that he/she will NOT approach LiquidNet's employees with proposals to hire them as his/her 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 a three years salary that the Reseller is to pay that employee or $100 000 USD.

14. LIMITED LIABILITY - LiquidNet Ltd. shall not be liable under any circumstances for any special, consequential, incidental or punitive damages arising out of or in any way connected with this Reseller Agreement, the Domain Name Registration Agreement, and/or any services and products that the Reseller may choose to resell, including but not limited to: damages for lost profits, loss of service use, loss of 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. 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. In no event shall LiquidNet's maximum liability exceed the total amount paid by the Reseller for the Service or the product.

15. RESELLER ANNOUNCEMENTS - LiquidNet agrees to contact the Reseller via email or ticketing system in relation to any customer's case that requires a feedback from the Reseller and reserves the right to take measures to resolve the case if no response is received by you the Reseller within 48 hours of the email/ticket submission.

16. MODIFICATION - This Agreement and its coherent policies (the Web Hosting Terms of Services, the Acceptable Use Policy and the Domain Name Registration Agreement) are subject to change. LiquidNet Ltd. reserves its right to modify these policies upon need without prior notice. All such changes will be announced on our website: http://resellerspanel.com. Therefore, resellers are encouraged to periodically review these Terms and Agreements, as well as our news postings, in order to have always up-to-date and applicable policy information.

17. TERMINATION - The Reseller may terminate this Agreement and his/her reseller account at any point. However, if the Reseller has active customer accounts signed up through his/her reseller store(s), the Reseller needs to send a notice to LiquidNet Ltd. 30 days prior to the termination date of his/her account, either by sending a ticket from his/her Reseller Control Panel or by e-mailing to support@resellerspanel.com. This is requested in order for LiquidNet Ltd. to have the opportunity to transfer all active customer accounts of the Reseller (all the Reseller's customers default in such cases to LiquidNet Ltd.) and ensure that the customers' websites (domains), FTP, private DNS and e-mail services will not suffer an unexpected downtime.

18. 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 prior notice, as long as the Service continues to operate as outlined in this Agreement.

19. SEVERABILITY - The provisions of this Agreement are severable. If any part of the Agreement is found to be unenforceable, invalid, or void, then that part 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 provisions of the Agreement will remain in full force and effect.

20. ENTIRETY - This document and its coherent policies (LiquidNet Ltd.'s Web Hosting Terms of Service, Acceptable Use Policy and Domain Name Registration Agreement) constitute the entire agreement and contract between the parties mentioned herein (LiquidNet Ltd. and the Reseller of our Services), and supersedes any and all prior and contemporaneous, oral, or written representations, communication, understandings, and agreements between these parties with respect to the subject matter reviewed herein.