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Vineyard.NET Service
Account Resale and Support
Partnership Agreement

between

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

and

Account Reseller Name:

 _________________________________

Address:

 _________________________________

_________________________________

Phone:

 _________________________________

This version of agreement last updated January 06, 2004

Introduction

1.1 The Vineyard.Networks Service ("VNI Service"), operated by Vineyard.Networks, Inc. ("VNI"), is a computer on-line, interactive information, communication and transaction service. The VNI Service is available to an authorized member (hereinafter referred to as "Member," or "Members," when used collectively) through a personal membership account ("Membership"); it is accessible through a personal computer, or other access device, using VNI Software (e.g. the software used to connect to the VNI Service) and a communications connection (e.g., modem, telephone line). The VNI Service may be sold by an authorized installer (hereinafter referred to as "Installer," "Installers," when used collectively or "You") through this reseller agreement. Installer is said to "Own" a Member's account by the act of creating that account with VNI Software on a VNI host computer. Installers will create and maintain Owned Members via VNI's Account Administration Software (hereinafter referred to as "Admin Software").

1.2 Please read this document carefully. This document is referred to as the "Service Reseller's Agreement." You should also read the VNI documents "Terms of Service," "Rules of the Road," and "Membership Conditions" which collectively comprise the contract between VNI and Members and are collectively referred to as the "Terms of Service" or "TOS". The Members to whom you sell VNI Service will be expected to the "Terms of Service." 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 SERVICE RESELLER'S AGREEMENT.

1.4 The Service Reseller's Agreement constitutes the entire and only agreement between VNI and Installer with respect to Installer's selling VNI Service and installing VNI Software on Members' computers. VNI may discontinue or alter any aspect of the VNI Service, including, but not limited to, (i) restricting the time of availability, (ii) restricting the availability and/or scope of the VNI Service for certain platforms (i.e., computer types and operating systems), (iii) restricting the amount of use permitted, and (iv) restricting or terminating any Member's right to use the VNI 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.

Installer responsibilities

2.1 Installation. Installer is responsible for providing all Owned Members with VNI Software upon creation of account. Installer is expected to provide reasonable assistance and instruction to all Owned Members for the task of installing VNI Software on the Owned Members' computers.

2.2 Technical Support. Installer is expected to be responsive to queries submitted by Owned Members within a reasonable period of time. Installer is expected to provide reasonable assistance to Owned Members experiencing technical difficulties. Installers may themselves send queries to VNI, but queries from Owned Members sent to VNI will be referred back to the Owning Installer.

2.2 Equipment. Installer is expected to be able to sell to or assist Owned Members in the purchase of computer equipment (including modem), or other access device, necessary to access the VNI Service.

2.3. Registration. Installer is expected to insure that potential Owned Members satisfy VNI's registration requirements as listed in the TOS agreement. Installer will create accounts with VNI's Admin Software. Installer is expected to insure that the information provided at the time of the creation of the Member's account is accurate.

2.4 Passwords. Upon Installation of an Owned account, Owned Member, will select a unique password. Installer will instruct Member as to the importance of password security. Installer will recommend that Member's password be changed with some regularity. Installer will instruct Member in the methods whereby Member may change Member's password. Installer is prohibited from recording Member's password.

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

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

2.7 Electronic Payment. Installer 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 Installer's choosing. VNI shall use this information to transfer funds as necessary to balance the accounts due (either debit or credit) between Installer and VNI. VNI will pay all owed monies accrued as of 4 business days (or better) prior to actual payment date to Installer by the 15th of every month. VNI will collect from Installer 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.

Installer Compensation

3.1 Installation. Installer is expected to collect the VNI account creation fee (creation fee plus 2 month's service fee during summer months of June, July, August) from Owned Members at the time of the account creation. Upon creation of a new account, VNI's Admin Software will first debit Installer's account with the full amount collected from the new Owned Member and subsequently credit Installer's account with the 2/3 of the account creation fee (2/3 of creation fee and 20% of 2 months service during summer months of June, July, August). Installer is expected to retain the credited portion of the fees as compensation for work done on behalf of VNI.

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

3.3 Member billed by Installer. In the event that Installer has arranged to be responsible for billing and fee collection of an Owned Member, subsections 3.2 will be superseded by the remainder of subsection 3.3. Installer's account will be debited for the full amount of and subsequently credited with 20% of Owned Member's membership fee as specified by VNI's current fee schedule as it comes due on the first of every month.

3.4 Support. Installer may charge Owned Member fees for technical support with regard to VNI Service or VNI Software. Installer must clearly state to Owned Member that such fees are specifically for the compensation of Installer and not VNI. VNI assumes no responsibility for the billing or collection of such fees.

3.5 Modification of Fees. Installer 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.

3.6 VNI Software. Installer is prohibited from charging Members for VNI Software other than reasonable fees for cost of distribution media and cost of duplication.

Termination

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

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

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

Miscellaneous

9.1 Construction. In the event that any portion of the Service 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 Service 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 Service 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 Service 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 Service 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 Service Reseller's Agreement or relating to the VNI Admin Software. Any cause of action of Installer 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 Installer Signature:
 _________________________________
date
 _________________
Authorized VNI Signature:
 _________________________________
date
 _________________