The following agreement is between QualiSpace, (here
forth known as "QualiSpace"), and you (here
forth known as "Reseller").
WHEREAS, QualiSpace is an information
provider, offering data storage and transfer services
over the Internet, through web servers;
WHEREAS, Reseller is a person or organization
who is engaging in the business of reselling the products
and services offered through QualiSpace;
WHEREAS, the parties acknowledge that
the Internet is neither owned nor controlled by any
one entity; therefore, QualiSpace can make no guarantee
that any given person on-line shall be able to access
anyone of QualiSpace web servers at any given time.
QualiSpace represents that it shall make every good
faith effort to ensure that its equipment is available
as widely as possible and with as little service interruption
as possible;
NOW THEREFORE, in consideration of the
mutual promises contained herein, the parties agree
as follows;
I. Financial Arrangements:
Reseller agrees to engage in the business
of reselling QualiSpace products and services for
profit.
Reseller understands that they are responsible
for collection of payment from their resold accounts,
and any default of payment for resold services cannot
be passed along to QualiSpace.
This agreement will automatically renew
for the same successive period(s) specified by the
Reseller on the initial order. This agreement will
renew every month unless cancelled in writing (mail,
fax or email) at least 15 days prior to the renewal
date and, in the case of fax or email, after receipt
of the reconfirmation. Renewal of services by Client
indicates agreement to Contract revisions.
I QualiSpace shall not be liable for
any taxes or other fees to be paid in accordance with
or related to purchases made from Reseller/Client
for QualiSpace's services. Reseller/Client agrees
to take full responsibility for all taxes and fees
of any nature associated with such products sold.
II. Reseller must be responsible for
providing technical support to all resold accounts.
Reseller is also responsible for registering new and
transferring existing virtual domains for resold clients.
While QualiSpace may provide the service
of registering/transferring the domain names of resold
accounts, QualiSpace is not responsible for any problems
or delays in conjunction with this service.
III. Material and Products:
Client will provide QualiSpace with
material and data in a condition that is "server-ready",
which is in a form requiring no additional manipulation
on the part of QualiSpace. QualiSpace shall make no
effort to validate this information for content, correctness
or usability.
IV. Competency
Use of QualiSpace's service requires
a certain level of knowledge in the use Internet languages,
protocols, and software, and English language skills.
This level of knowledge varies depending on the anticipated
use and desired content of Client's Web space by the
Client.
Reseller must have and maintain a good,
fundamental understanding of QualiSpace's products,
services, and features offered in its web hosting
services. Reseller must also have a firm understanding
of relevant Internet related technologies including
HTML, the FTP protocol, Telnet, server-side scripting
languages, and e-mail services.
The following examples are offered:
Web Publishing: requires knowledge of
HTML, properly locating and linking documents, FTPing
documents, creating graphics, text, sound, image mapping,
etc.
E-mail: knowledge of POP3 service, mail
forwarding, use of mail clients to receive mail, etc.
The Reseller agrees that he or she has
necessary knowledge to utilize QualiSpace's service
without reliance on QualiSpace. Reseller agrees that
it is not the responsibility of QualiSpace to provide
this knowledge or Customer Support outside of the
defined service of QualiSpace.
In consideration of the above, the following
articles apply to the Reseller and the Reseller's
clients, here forth both known as "Client"
V. Content
1. QualiSpace will exercise no control
whatsoever over the content of the information passing
through the network. QualiSpace makes no warranties
or representations of any kind, whether expressed
or implied for the service it is providing. QualiSpace
also disclaims any warranty of merchantability or
fitness for particular purpose and will not be responsible
for any damages that may be suffered by the Client,
including loss of data resulting from delays, non-deliveries
or service interruptions by any cause or errors or
omissions of the Client. Use of any information obtained
by way of QualiSpace is at the Client's own risk,
and QualiSpace specifically denies any responsibility
for the accuracy or quality of information obtained
through its services. Connection speed represents
the speed of a connection to and does not represent
guarantees of available end to end bandwidth. QualiSpace
expressly limits its damages to the Client for any
non-accessibility time or other down time to the prorata
monthly charge during the system unavailability. QualiSpace
specifically denies any responsibilities for any damages
arising as a consequence of such unavailability.
2. In the event that any particular
clients' material is not "Server-ready",
QualiSpace may, at its option and at any time, reject
this material, including but not limited to after
it has been put on the web servers. This includes
QualiSpace's right to disable such non-"Server-ready"
materials, such as CGI scripts or programs which consume
an unreasonable amount of CPU (Central Processing
Unit) usage or RAM (Random Access Memory) as determined
by QualiSpace. QualiSpace may also at its discretion
at any time, suspend access to any client's website
without notice, due to over-consumption of bandwidth,
CPU usage, or any other reason which might effect
the performance of QualiSpace services. QualiSpace
agrees to notify Client of its refusal of the material
and/or suspension of the account and afford Client
the opportunity to amend or modify the material to
satisfy the needs and/or requirements of QualiSpace.
If the Client fails to modify the material, as directed
by QualiSpace, within a reasonable period of time,
which shall be determined between the parties themselves,
the Agreement shall be deemed to be terminated.
VI. Acceptable Use Policy
Scope
This Acceptable Use Policy (this "Policy")
governs the usage of QualiSpace's products and services
(the "Services"). This Policy is incorporated
by reference into each contract QualiSpace enters
into with a customer (each, a "Customer")
for the use of such Services. QualiSpace may modify
this Policy at any time without notice. In addition,
this Policy is incorporated by reference into the
Terms and Conditions applicable to QualiSpace's Web
site so that no person who utilizes QualiSpace's Web
site (regardless of whether that person is a Customer)
may take any action utilizing QualiSpace's Web site
that a Customer would be prohibited to take utilizing
the Services.
This AUP is intended to help protect our Customers
and the Internet community from the inappropriate
use of the Internet. Customer's use of QualiSpace
service constitutes acceptance of this AUP. QualiSpace
reserves the right to revise and update this AUP from
time to time. The Customer is responsible for keeping
itself informed of the current AUP in effect, including
any revisions or updates, and for abiding by the terms
of this AUP.
1. QualiSpace services may only be used for lawful
purposes, and Customer shall bear the burden of establishing
that such use complies with all applicable laws. The
Customer is responsible for all use of the account,
with or without the knowledge or consent of the Customer.
2. QualiSpace reserves the right, at its sole discretion,
with or without notice, to remove or refuse to post
material that violates this AUP or to suspend or terminate
service provided to any Customer if the Customer or
any end-user using Customer's services or facilities,
directly or indirectly:
a. Violates the rules, regulations and policies applicable
to any network, server, computer database, web site
or newsgroup that Customer or end-user accesses;
b. Sends, or facilitates the sending of, unsolicited
bulk mail messages ("email spam") to any
person or system in a way that could be expected to
adversely impact QualiSpace network or facilities;
or sends mail-bombs (masses of e-mail or other data)
to any person or system, propagates or replies to
mail-bombs, or uses a QualiSpace website address or
hosted web account to collect responses from unsolicited
commercial e-mail;
c. Uses services in a manner which is intended to
abuse or to violate the property rights of others,
including, without limitation, activities which result
in the distribution of viruses, worms, time bombs,
Trojan horses, cancel bots, or other destructive activities;
d. Uses the services in a manner that infringes on
the intellectual property rights of any third party
or any rights of publicity or privacy;
e. Violates any law, statute, ordinance, or regulation
(including without limitation the laws and regulations
governing criminal activity, export control, unfair
competition, anti-discrimination or false advertising);
f. Publishes or communicates material that is obscene,
defamatory, trade libellous, unlawfully threatening
or unlawfully harassing;
g. Uses services to attempt to break security, or
in fact, breaks security of any computer network,
or to access an account without authorization;
h. Forges removes or modifies identifying network
header information ("spoofing"), or employs
any other methods in connection with the transmission
of e-mail used to disguise or mislead any user name
or the source or quantity of transmissions; except
when using deliberately misleading headers in newsgroups
to avoid Spam e-mail address collectors.
i. Relays e-mail through any third-party systems without
authority;
j. Uses services to conduct any other activities which
QualiSpace determines are injurious to its Customers,
operations, or reputation
k. Provides false information on a QualiSpace service
application, contract or on-line application, including,
but not limited to, the fraudulent credit card information;
l. Attempts to or resells QualiSpace service without
QualiSpace authorization;
m. Uses bandwidth or disk space in excess of limits
permitted in account descriptions.
3. Customer must immediately notify QualiSpace of
any unauthorized use of an account, and/or any breach,
or attempted breach, of security known to Customer.
Customer is responsible for ensuring that its network
is configured in a secure manner. Customer may not,
through action or inaction, allow others to use its
network for illegal or inappropriate activities. QualiSpace
takes no responsibility for the security of the communications
transmitted over QualiSpace facilities.
4. QualiSpace does not, and does not hereby assume
any responsibility to, review or edit materials which
Customers or its end-users publish or post on QualiSpace
facilities or the Internet, and is not responsible
for such content, posting or activity. QualiSpace
is not responsible for the content of any other websites
linked to or QualiSpace Customer's services.
5. QualiSpace co-operates fully with Indian enforcement
officials. QualiSpace respects Customer privacy rights
and will not intentionally disclose Customer's online
communications or activities except to comply with
court orders, subpoenas, statutes, regulations, or
governmental requests; in order to protect QualiSpace
or its Customers from harm; or where necessary for
the operation of the system. QualiSpace may occasionally
and randomly monitor online communications only for
mechanical or quality control checks.
6. QualiSpace may, in its sole discretion, remove
or disable Customer materials or terminate services
to Customer with or without notice to Customer, if
Customer's materials, postings or links allegedly
infringe trademark, copyright or other intellectual
property rights of third parties. QualiSpace is not
responsible for determining if the allegations of
infringement are valid. In addition , QualiSpace may
terminate services to Customer, if Customer violates
this provision.
7. Customers who are Internet Service Providers must
follow the policies outlined above or stricter ones
with regard to their end-users use of Services.
8. QualiSpace, in its sole discretion, will determine
on a case-by-case basis what action will be taken
in response to a violation of this AUP. QualiSpace
reserves the right to investigate suspected or alleged
violations of this AUP, including gathering information
from Customer, its end-user the complaining party,
and examining of material on QualiSpace servers. Nothing
contained in this policy shall be construed to limit
QualiSpace actions or remedies in any manner. QualiSpace
reserves the right to take any and all additional
actions it may deem appropriate with respect to such
activities, including without limitation taking action
to recover the costs and expenses of identifying offenders
and removing them from the QualiSpace service and
levying cancellation charges to cover QualiSpace costs
in the event of termination for the causes outlined
above. QualiSpace reserves at all times all rights
and remedies available to it with respect to such
activities at law or in equity.
9. QualiSpace shall not be liable for any damages
of any nature suffered by any Customer or any third
party resulting in whole or in part from QualiSpace
exercise of its rights under theses policies. By using
QualiSpace services, Customer agrees to waive and
hold harmless QualiSpace from any claims relating
to any action taken by QualiSpace including conducting
an investigation, issuing a warning, refusing to post
material, removing material, or suspending or terminating
services, or other appropriate action. This waiver
applies to all violations described in this AUP.
10. Violations of this policy shall be reported by
e-mail at abuse@qualispace.comOR by phone to the QualiSpace
Network Operations Center at +91 22 5592 1480 OR Fax
+91-22-5592 1484.
11. QualiSpace reserves the right to amend, alter,
or modify this AUP at any time in its sole and absolute
discretion. Any amendment or modification is effective
when posted and any use of the QualiSpace services
after the posting of a modification or amendment will
be considered acceptance of those modifications.
VII. Software End-User License Agreement
This End-User License Agreement ("EULA")
is a legal agreement between you (either an individual
or a single entity) and QualiSpace for Internet-related
services, which includes proprietary software ("SOFTWARE
PRODUCT"). The SOFTWARE PRODUCT also includes
any updates and supplements to the original SOFTWARE
PRODUCT provided to you by QualiSpace. Any software
provided along with any Internet-related service that
is associated with a separate end-user license agreement
is licensed to you under the terms of that license
agreement. By accessing, downloading, and/or using
the SOFTWARE PRODUCT, you agree to be bound by the
terms of this EULA. If you do not agree to the terms
of this EULA, then you are prohibited from opening
an account with QualiSpace.
The SOFTWARE PRODUCT is protected by
copyright laws and international copyright treaties,
as well as other intellectual property laws and treaties.
The SOFTWARE PRODUCT is licensed, not sold. This SOFTWARE
PRODUCT pertains to, but is not limited to, The Control
Panel.
1. Grant of Licensee.
This EULA grants you the following rights:
* Access: You may access the SOFTWARE
PRODUCT via the World Wide Web only (not Telnet or
File Transfer Protocol) at anytime using a standard
Internet browser including, but not limited to, Netscape
Navigator and/or Microsoft Internet Explorer.
* Usage: You may also use the SOFTWARE
PRODUCT for its intended use on your account only.
This includes setting up features, editing files,
and configuring e-mail options.
2. Description of Other Rights and
Limitations
* Limitations on Reverse Engineering,
Copying, and Disassembly:
You may not reverse engineer, copy,
or disassemble the SOFTWARE PRODUCT, except and only
to the extent that such activity is expressly permitted
by applicable law notwithstanding this limitation.
Any attempt by the end-user to reverse engineer, copy,
or disassemble the SOFTWARE PRODUCT regardless of
intent will result in immediate termination of his/her
account without notification and possible legal action
at the discretion of QualiSpace.
* Separation of Components.
The SOFTWARE PRODUCT is licensed as
a single product and its component parts may not be
separated.
* Trademarks.
This EULA does not grant you any rights
in connection with any trademarks or service marks
of QualiSpace.
* Termination.
Without prejudice to any other rights,
QualiSpace may terminate this EULA if you fail to
comply with the terms and conditions of this EULA.
In such event, your account can be terminated without
notice by QualiSpace.
IN NO EVENT SHALL QualiSpace BE LIABLE
FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL
DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION,
DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION,
LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY
LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE
THE SOFTWARE PRODUCT OR THE FAILURE TO PROVIDE SUPPORT
SERVICES, EVEN IF QualiSpace HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, QualiSpace'S
ENTIRE LIABILITY UNDER ANY PROVISION OF THIS EULA
SHALL BE LIMITED TO THE GREATER OF THE AMOUNT ACTUALLY
PAID BY YOU FOR THE SOFTWARE PRODUCT OR Rs.250/-.
VIII. Trademarks & Copyrights:
Client warrants that it has the right
to use the applicable trademarks, if any, and grants
QualiSpace the right to use such trademarks in connection
with QualiSpace's service during the contract term.
This includes the right granted by Client to QualiSpace
to advertise the Client in conjunction with QualiSpace's
service.
IX. Hardware, Equipment & Software:
The customer is responsible for and
must provide all telephone, computer, hardware and
software equipment and services necessary to access
QualiSpace. QualiSpace makes no representations, warranties
or assurances that the Customer's equipment will be
compatible with the QualiSpace service. Client understands
that QualiSpace is not an ISP and therefore will not
provide dial-up Internet access for the Client.
X. Internet Etiquette:
Electronic forums such as mail distribution
lists and UseNet news groups all have expectations
regarding subject area and appropriate etiquette for
posting. Users of these forums should be considerate
of the expectations and sensitivities of others on
the network when posting material for electronic distribution.
The network resources of WWW may not be used to impersonate
another person or misrepresent authorization to act
on behalf of others or QualiSpace. All messages transmitted
via QualiSpace should correctly identify the sender;
users may not alter the attribution of origin in electronic
mail messages or posting. Users must not attempt to
undermine the security or integrity of computing systems
or networks and must not attempt to gain unauthorized
access.
XI. Limitations
Client is not entitled to any sort of
refund due to ignorance of QualiSpace's underlying
service or payment policies. This includes, but is
not limited to, QualiSpace not providing dial-up Internet
access, problems registering or transferring any domain,
U.S. top-level, Indian or foreign, getting programs
(CGI scripts) or features (search engines, guestbook,
etc.) working on the Client's account. Client may
not be entitled to any sort of refund because he/she
had violated any one of the restrictions outlined
in the acceptable uses policy above. Client will not
be entitled to a refund for cancellation due to the
fact that he/she did not read our acceptable uses
and later learned that his/her content violates our
acceptable uses. Acts including but not limited to,
earthquakes, thunderstorms, or fires which result
in an interruption in service are exempt from the
service guarantee. Because these circumstances are
beyond the control of QualiSpace, the service guarantee
will be void under these conditions. However, QualiSpace
will make every good faith effort to reinstate service
to Client as quickly as possible.
XII. Termination
1. This Agreement may be terminated
by either party, without cause, by giving the other
party 30 days written notice. Notwithstanding the
above, QualiSpace may terminate service under this
Agreement at any time, without penalty, and collect
any termination fees as outlined above if the Client
fails to comply with the terms of this Agreement.
2. Termination for Breach of contract:
Any termination for breach of the present
contract and any termination under the Section IX
shall take effect immediately and Client expressly
agrees that it: (i) shall not have any opportunity
to cure, or shall under certain conditions in QualiSpace
sole discretion (ii) shall not be entitled to a refund
of any fees paid by the Client to QualiSpace.
XIII. Limited Liability
1. Client expressly agrees that use
of QualiSpace's equipment is at Client's sole risk.
Neither QualiSpace, its employees, affiliates, agents,
third party information providers, resellers or the
like, warrant that QualiSpace's service will not be
interrupted or error free; nor do they make any warranty
as to the results that may be obtained from the use
of the service or as to the accuracy, reliability
or content of any information service or merchandise
contained in or provided through QualiSpace, unless
otherwise expressly stated in this Agreement.
2. Under no circumstances, including
negligence, shall QualiSpace, its offices, agents
or any one else involved in creating, producing or
distributing QualiSpace's service be liable for any
direct, indirect, incidental, special or consequential
damages that result from the use of or inability to
use of QualiSpace's service; or that results from
mistakes, omissions, interruptions, deletion of files,
errors, defects, delays in operation, or transmission
or any failure of performance, whether or not limited
to acts of God, communication failure, theft, destruction
or unauthorized access to QualiSpace's records, programs
or services. Client hereby acknowledges that this
paragraph shall apply to all content on QualiSpace's
Server service.
3. Notwithstanding the above, Client's
exclusive remedies for all damages, losses and causes
of actions whether in contract, tort including negligence
or otherwise, shall not exceed the aggregate amount
which Client paid during the term of this Agreement
and any reasonable attorney's fee and court costs.
XIV. Indemnification
Client agrees that it shall defend,
indemnify, save and hold QualiSpace harmless from
any and all demands, liabilities, losses, costs and
claims, including reasonable attorneys' fees, ("Liabilities")
asserted against QualiSpace, its agents, its customers,
resellers and employees, that may arise or result
from any service provided or performed or agreed to
be performed or any product sold by Client, its agents,
employees or assigns. Client agrees to defend, indemnify
and hold harmless QualiSpace against Liabilities arising
out of (i) any injury to person or property caused
by any products sold or otherwise distributed in connection
with QualiSpace's equipment; (ii) any material supplied
by Client infringing or allegedly infringing on the
proprietary rights of a third party; (iii) copyright
infringement and (iv) any defective product which
Client sold using QualiSpace's service.
XV. Contract Revisions
Revisions to this Contract will be applicable
to previous Contracts. Revisions will be considered
agreed to by the Client on renewal of QualiSpace service
as specified in Section II, Financial Arrangements.
This Agreement constitutes the entire
understanding of the parties. Any changes or modifications
to this Contract thereto are agreed to by both parties
upon renewal of services.
This Agreement shall be governed and
construed in accordance with the laws of India and
of the Internet.
By placing an order for QualiSpace's
services, both parties agree to the terms of this
contract as outlined above.
