1. The Purpose.
The Reseller is an independent contractor or an established business and not a partner, joint venture, franchisee, agent, or employee of Glasstree, Inc. The Reseller shall not represent their relationship with Glasstree, Inc. as anything other than an independent contractor or reseller. As well, Glasstree, Inc. shall not refer to The Reseller as anything other than a reseller, independent contractor or consultant. As an independent agent, the Reseller has the right to exercise independent judgment as to time for marketing, manner of soliciting business, and otherwise carrying out the provisions of this agreement. The Reseller will be responsible for all expenses in connection with his or her business and has no authority to incur any indebtedness on behalf of the Company.

2. Scope of Agreement.
The Company is providing services to the Reseller. There are 3 Reseller levels. The attached Reseller Addendum contains all relevant contract specifications, terms, and Reseller tools.

3. Commencement date and term of agreement.
This agreement is made effective on (Insert date). The term of this agreement is indefinite and will continue until either party chooses to terminate it or The Reseller fails to perform according to other contract specifications. Upon termination of this agreement the Reseller agrees to return all materials, brochures, workbooks and any other supporting materials related to the Company (and its products and services) immediately.

4. Company Duties.

a. The Company will build web sites and applications consistent with its product guide.

b. The Company will also provide hosting and e-mail service for the Reseller’s customers.

c. The company is obligated under this agreement to provide support to the Reseller in the form of e-mail, the reseller center and, in certain circumstances, phone support (personal coaching is available for Level 3 Resellers).

d. The Company will not be visible to the Resellers customers unless the Reseller requests specific help. It is the Company’s intention to produce a private label program that enables the Reseller to charge a fee deemed appropriate by the Reseller.

e. The Company will not target market to the Reseller’s customers. If the Reseller is no longer able to provide service to the customer the Reseller can request the Company take responsibility for the account. At which time, any and all communications and financial transactions will be handled exclusively by the Company.

5. Reseller Duties.

a. The Reseller is responsible for all marketing, communication and servicing their own customer base.

b. The Reseller will handle all paperwork, billing and customer service.

c. The Reseller will submit the proper documentation through the reseller center in a timely fashion in order to ensure success of the web site project.

d. The Company requires all web site orders and supporting materials with 10 days of the date of the Resellers contract. Exceptions can be made in writing for certain assets needed if the customer does not have immediate access to them.

6. Web Site Design.

a. The Reseller gives the Company design autonomy based on the specifics provided in the reseller center.

b. The Company will use any assets provided to construct the web site design and navigation for the Reseller’s customers. If changes are required beyond the initial design and implementation the Reseller will pay the Company their current rate for design and programming on an hourly basis. Please see the product guide for more details.

c. All data engines and specific source coding implemented on the web site for dynamic content will remain the copyright protected property of the Company and is never considered portable. The web site design assets such as navigational items and other graphic components are portable once the subscription period has ended and the Reseller has supplied proper notification.

7. Web Site Delivery and Service.

a. The Reseller is responsible for delivering the web site to their client once the Company has completed it based on the specifics provided in the reseller center.

b. The Reseller is responsible for educating their customer about the Glasstree CMS.

c. The Reseller will maintain mail accounts through their online reseller center.

d. When a customer requires service (i.e. questions or instruction) the Reseller will provide the specific help files or necessary help to maintain a good working relationship with the customer.

8. Web Site Acceptable Use Policy.

a. The Reseller is responsible for monitoring content from time to time to make sure their customers are not in violation of the terms of service listed on the Glasstree web site.

b. The Company will not produce web sites for the Reseller if the nature of the web site content is illegal, pornographic or obscene in nature. Please see the Prohibited Content (section 9) for more information.

c. The Company reserves the right to refuse any web site that it finds objectionable based on certain web site standards as The Internet Content Rating Association (www.irca.org).

d. Glasstree does not intend to systematically monitor the content that is uploaded to, stored on, distributed or disseminated by any Reseller’s customer via our services.

9. Prohibited Content
Any type of pornographic materials, hate materials, racist materials, unlawful practices, MP3's, Warez or other illegal content/materials are strictly prohibited and grounds for immediate termination of account. The Reseller represents and warrants to Glasstree that their customer owns or has the right to use the customer content and material contained therein, including all text, graphics, sound, music, video, and the use, reproduction, distribution and transmission of the customer content and any information and materials contained therein does not, and will not, infringe or misappropriate any copyright, patent, trademark, trade secret or any other proprietary right of a third party, or violate any criminal laws or constitute false advertising, unfair competition, defamation, libel, an invasion of privacy, violate a right of publicity or violate any other law or regulation. The Company will not be held liable for any violation of this section. It is the responsibility of the Reseller to properly educate their customers on content etiquette.

10. Zero Tolerance - Spam
Glasstree has zero tolerance for UBE/UCE (unsolicited bulk email/unsolicited commercial email). This policy protects our customers as well as the internet community from the negative effects of "spam" related activity. Glasstree defines UBE/UCE as unsolicited broadcast or commercial email that is sent to addresses that do not affirmatively and verifiably request such material from that specific sender.

11. Billing.

a. The Company will invoice the Reseller on the 15th of the month in advance for the subscription fee.

b. Domain fees will be paid in advance at the time of the transmittal of the web site. The fee for the domain will be withdrawn from the Resellers credit card on file.

c. A $10 late fee will be assessed for any accounts past due for more than 15 days.

d. If the Company is unable to successfully charge a credit card for the balance due the Reseller must send payment overnight via an overnight carrier such as FedEX, UPS or Airborne Express prior to the 15 day past due period or wire the money directly to the Company’s bank account.

e. Glasstree may impose a debt service charge equal to one and one-half percent (1.5%) of the overdue balance (or such lesser amount as may be required by law) for each month or fraction thereof the overdue amount remains unpaid. In addition, in the event that any amount due Glasstree remains unpaid sixty (60) days after such payment is due, Glasstree, at its sole discretion, may immediately terminate the customers web site(s), and/or withhold or suspend services (including, but not limited to, email, hosting or ftp services).

f. If the Reseller fails to properly pay for services due, the Company may, at its own discretion, begin billing the customers directly. Any unpaid invoices prior to this action will be sent to the Company’s collection agency for debt recovery.

g. Credit card chargeback’s will be assessed a $20 fee per incident.

h. Returned checks will be assessed a $20 fee per incident.

i. Wire transfers will be assessed a $20 fee.

j. The minimum contract period is 12 months. The Company will automatically renew the subscription contract for an additional 12 months 30 days prior to the anniversary date of the contract. The Reseller must notify the company if they do not want to renew a specific contract within 60 days of the anniversary date of the contract.

12. Assignments.
The Reseller may assign the rights of this agreement to another party such as a business entity or person including benefits by obtaining a written release and assignment by the Company.

13. Advertising.
The Reseller is responsible for any and all advertising of their business. The reseller cannot advertise on behalf of the Company at any time. The Company provides the service to the Reseller as a private label product and cannot be used as a marketing tool.

14. Insurance.
The Company does not provide any kind of insurance benefits to the Reseller. This agreement cannot be construed as a partnership, employment, sales position or any other form of representation of the Company.

15. Indemnification/Indemnity.
The Company will hold the Reseller responsible for any potential negligent action and those of its respective representatives. The Reseller shall hold harmless and indemnify the Company against any claims, losses, liabilities, damages or expenses (including attorney fees) that are suffered or incurred by the Reseller that arise directly or indirectly out of the negligence of the Reseller.

16. Applicable Law.
The laws of the United States and the State of Michigan shall govern this Agreement. Any action relating to this Agreement must be brought in the federal or state courts located in Kalamazoo, Michigan or Lansing, Michigan, and the Reseller irrevocably consents to the jurisdiction of such courts.

17. Confidentiality.
Because of the nature of the Company’s products and services, the Reseller will be required to follow the guidelines of the non-disclosure agreement which is made part of this agreement. The reseller acknowledges the NDA (Non-Disclosure Agreement) has been agreed upon prior to obtaining this Reseller contract.

18. Severability.
If any provisions of this agreement shall be for any reason held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

19. Force Majeure.
Glasstree shall not be liable for failure or delay in performing it obligations hereunder if such failure or delay is due to circumstances beyond its reasonable control, including, without limitation, acts of God, acts of any governmental body, war, insurrection, sabotage, embargo, fire, flood, strike or other labor disturbance, interruption of or delay in transportation, unavailability of, interruption or delay in telecommunications or third party services (including DNS propagation), failure of third party software or hardware or inability to obtain raw materials, supplies or power used in or equipment needed for provision of the services.