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HTML Authoring
and
WWW Resale
Partnership Agreement

between

Vineyard.NET
PO Box 4249
Vineyard Haven, MA 02569
508-696-6688

and

WWW Consultant Name:

 _________________________________

Address:

 _________________________________

_________________________________

Phone:

 _________________________________

This version of agreement last updated January 06, 2004

Introduction

1.1 The Vineyard.Networks World Wide Web Service ("VNI WWW Service"), operated by Vineyard.NET, Inc. ("VNI"), is an Internet World Wide Web publishing service. VNI WWW Service publishes two types of WWW pages: Business Pages and Personal Pages. Personal Pages are available to an authorized member (hereinafter referred to as "Member," or "Members," when used collectively) of the Vineyard.NET Service through a personal membership account ("Membership") as described in the VNI Terms of Service Agreement (hereinafter referred to as VNI TOS). Business Pages are available to a contracted advertiser (hereinafter referred to as "Advertiser" or "Advertisers," when used collectively) with VNI WWW Service as described in the VNI World Wide Web Business Publishing and Advertising Agreement (hereinafter referred to as Business Web Agreement) Business Pages may be sold by an authorized HTML reseller (hereinafter referred to as "Reseller," "Resellers," when used collectively or "You") through this reseller agreement. Reseller is said to "Own" an Advertiser's account if the aforementioned Advertiser lists the Reseller on Advertiser's most recent Business Web Agreement.

1.2 Please read this document carefully. This document is referred to as the "HTML Reseller's Agreement." You should also read the Business Web Agreement and the collection of Membership documents: "Terms of Service," "Rules of the Road," and "Membership Conditions" which collectively comprise the contract between VNI. and Members. The Advertiser's to whom you sell Business Pages will be expected to sign the Business Web Agreement. You can view all of these documents on the VNI Service at any time in the VNI Legal Agreements section located on the Vineyard.NET Information Page.

1.3 BY SIGNING THIS CONTRACT, YOU AGREE TO BE LEGALLY BOUND AND TO ABIDE BY THE TERMS OF THIS HTML RESELLER'S AGREEMENT.

1.4 The HTML Reseller's Agreement constitutes the entire and only agreement between VNI and Reseller with respect to Reseller's selling VNI WWW Service and installing HTML pages on VNI's www servers. VNI may discontinue or alter any aspect of the VNI WWW Service, including, but not limited to, (i) restricting the time of availability, (ii) restricting the availability and/or scope of the VNI WWW Service for certain www Clients (ie. various extensions to the HTML language), (iii) restricting the amount of use permitted, and (iv) restricting or terminating any Advertiser's right to use the VNI WWW Service, at VNI's sole discretion and without prior notice or liability. VNI reserves the right to change or add any fees or surcharges at any time effective upon thirty (30) days' prior notice.

1.5 VNI reserves the right to change the terms and conditions of the Service Reseller's Agreement at any time effective upon thirty (30) days' prior notice.

Reseller Responsibilities

2.1 Authoring. Reseller is expected to create and maintain the content of Advertiser's www pages. Reseller is free to make any arrangements with Advertiser with regard to the costs and ownership rights of the content of the www pages.

2.2 Installation. Reseller is expected to properly install Advertiser's www pages onto the VNI WWW server.

2.3. Registration. Advertiser must sign a copy of the current Business Web Agreement with VNI. Reseller is expected to make copies of the Business Web Agreement available to Advertiser.

2.4 Access Permissions. If an Owned Advertiser has a regular Membership in the VNI Service, and thereby has access to VNI servers, the directories and files of Advertiser's www pages will be owned by Advertiser and Reseller will be given group access permissions. If an Owned Advertiser does not have access to VNI servers, Reseller will be given sole ownership of the files and directories of Advertiser's www pages.

2.5 Billing. VNI will be responsible for all billing and collection of Owned Advertisers' fees unless VNI is otherwise directed. Special arrangements should be made by Reseller with VNI for any Owned Advertisers' accounts for which Reseller wishes to be responsible for billing and fee collection.

2.6 Overdue Accounts. Reseller is expected to contact Owned Advertisers whose accounts are over 60 days in arrears.

2.7 Electronic Payment. Reseller is expected to provide means and grant approval for electronic transferral of funds as both credits and debits in and out of a checking account of Reseller's choosing. VNI shall use this information to transfer funds as necessary to balance the accounts due (either debit or credit) between Reseller and VNI. VNI will pay all owed monies accrued as of 4 business days (or better) prior to actual payment date to Reseller by the 15th of every month. VNI will collect from Reseller all owed monies on the first business day of each month. Normal business practices limit this transfer to the first of each month, but VNI reserves the right to collect owed monies at any time.

Reseller Compensation

3.1 Membership. Upon VNI's receipt of payment from Owned Advertiser, Reseller's account will be credited with 20% of the membership fee as specified by VNI's current fee schedule.

3.2 Advertiser billed by Reseller. In the event that Reseller has arranged to be responsible for billing and fee collection of an Owned Advertiser, subsection 3.1 will be superseded by the remainder of subsection 3.2. Reseller's account will be debited for the full amount of and subsequently credited with 20% of Owned Advertiser's publishing fee as specified by VNI's current fee schedule as it comes due on the first of every month.

3.3 Modification of Fees. Reseller is prohibited from billing or otherwise reporting fee amounts other than those listed in VNI's current fee schedule as though those amounts were compensation for VNI Service.

Termination

4.1 Reseller may terminate HTML Reseller's Agreement at any time. Reseller must submit 30 days advanced written notification of intention to terminate contract.

4.2 Change of Ownership. Advertisers may request that VNI change the Owning Reseller to any other contracted Reseller amenable to the transfer.

4.3 VNI may terminate HTML Reseller's Agreement, or suspend any individual Reseller's access to all or part of the Admin Software, without notice, for any conduct that VNI in its sole discretion believes violates the HTML Reseller's Agreement.

Miscellaneous

9.1 Construction. In the event that any portion of the HTML Reseller's Agreement is held to be invalid or unenforceable, the invalid or unenforceable portion shall be construed in accordance with applicable law as nearly as possible to reflect the original intentions of the parties, and the remainder of the HTML Reseller's Agreement shall remain in full force and effect. The paragraph headings herein are provided only for reference and shall have no effect on the construction or interpretation of the HTML Reseller's Agreement.

9.2 No Implied Waiver/Modification. The failure of either party to insist upon or enforce strict performance by the other party of any provision of the HTML Reseller's Agreement shall not be construed as a waiver of any provision or right. Neither the course of conduct between parties nor trade practice shall act to modify any provision of the HTML Reseller's Agreement.

9.3 Applicable Law. The Service Reseller's Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, except with regard to its conflicts of law rules. Each party irrevocably consents to the exclusive jurisdiction of the courts of the Commonwealth of Massachusetts and the federal courts situated in the Commonwealth of Massachusetts in connection with any action arising under the HTML Reseller's Agreement or relating to the VNI Admin Software. Any cause of action of Reseller or its authorized user(s) with respect to the VNI Admin Software must be commenced within one (1) year after the claim or cause of action arose, or be barred.

9.4 Trademarks. The "Vineyard.Networks(R) Service" is a registered service mark of VNI "VNI" is a service mark of VNI All rights reserved. All other trademarks appearing on the VNI Service are the property of their respective owners.

Authorized Reseller Signature:
 _________________________________
date
 _________________
Authorized VNI Signature:
 _________________________________
date
 _________________