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  GLOBAT RESELLER PROGRAM

This Reseller Agreement (the 'Agreement') is made and entered into as of the date listed below (the 'Effective Date') by and between Globat LLC, a California LLC having a principal office at 11684 Ventura Blvd, Studio City, California 91604 ('Globat'), and the party named below located at the address listed below ('Reseller').

RECITALS

WHEREAS, Globat is the provider of web hosting and affiliated services and Products or Services as listed on their web site www.globat.com ; and

WHEREAS, Reseller wishes to be appointed a nonexclusive marketer and reseller of some or all of the Products or Services, and Globat is willing to make such appointment on the terms contained herein;

NOW, THEREFORE, Globat and Reseller hereby agree, for and in consideration of the mutual covenants contained in this Agreement and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, as follows:

1. Products or Services or Services and Services

Subject to the terms of this Agreement Globat hereby grants to Reseller a nonexclusive, nontransferable, revocable, limited license, to market, sell, and distribute the Products or Services described at https://login.globat.com/rcc/package_table.php attached hereto and hereby incorporated by reference as Exhibit A. Reseller hereby agrees and understands that they shall exclusively provide Support Services to Customers for the Products or Services hereunder. As a material term of this Agreement, Reseller shall enter into an agreement with each such Customer which contains terms and conditions at a minimum that comply with Globat's then current policies, terms and conditions as amended from time to time.


2. Restrictions on use Reseller hereby agrees:

(i) not to create or attempt to create by reverse engineering, disassembly, decompilation or otherwise, the source code, internal structure, hardware design or organization of the Product or Service, or any part thereof, or to aid or to permit others to do so, except and only to the extent expressly permitted by applicable law;
(ii) not to remove any identification or notices of any proprietary or copyright restrictions from any Product or any Product support material;
(iii) not to copy any intellectual property of Globat, modify, translate or, unless otherwise agreed, develop any derivative works thereof or include any portion of Globat's intellectual property in any other service or product; and
(iv) not to separate the Product or services into component parts for distribution or transfer to a third party.
(v) impair or harm in any manner any of Globat's intellectual property.

3. PRICING

3.1. Reseller Prices. For each Service or Product ordered by Reseller , Reseller shall immediately pay Globat's then current Reseller price, as detailed in Globat's Reseller Program Pricing as amended from time to time as detailed at Globat LLC's website for resellers at https://login.globat.com/rcc/reseller_settings.php?newpage=pricing&subnewpage=fullpricing and hereby incorporated by reference as Exhibit B.
3.2. Resale Price. Reseller is free to determine its own resale prices for Product or Services.
3.3. Price Changes. Globat shall have the exclusive right, at any time to change its prices, institute support and maintenance fees, or delete or add Products or Services, in whole or in part, from the Products or Services subject to this Agreement.
3.4. Refunds: Reseller hereby agrees and understands that no refunds are available hereunder.

4. TAXES

Reseller shall bear and be responsible for the payment of all taxes associated with the purchase or license of any Product or Service (other than taxes based on Globat's net income) fees, duties or other amounts, however designated, including value added and withholding taxes which are levied or based upon such charges, or upon this Agreement. Taxes related to Product, Services and support services purchased, licensed or provided pursuant to this Agreement shall be paid by Reseller .

5. RESELLER Responsibilities

5.1. Best Efforts. Reseller shall use its best efforts to:
(i) market, advertise, and otherwise promote and sell the Product or Service;
(ii) perform its obligations under this Agreement in a timely and professional manner; and
(iv) further and preserve the goodwill and reputation of Globat and the Product or Service.
5.2. Compliance with Laws. Reseller shall be solely responsible for complying with the laws and regulations applicable in the Territory, or any nation, or political subdivision thereof, in which it engages in business in performing its responsibilities hereunder as well as those applicable to the distribution and sale of the Product by Reseller , including, without limitation, tax, export and foreign exchange laws, export controls imposed by the U.S. Export Administration Act of 1979, as amended, and the United States Foreign Corrupt Practices Act. Additionally, Reseller specifically acknowledges that Globat's Products or Services or Services are subject to United States export controls, pursuant to the Export Administration Regulations, 15 C.F.R. Parts 730 to 774. Reseller shall strictly comply with all requirements of the Export Administration Regulations with respect to all of Globat's Products or Services or Services. Reseller expressly agrees that, without the prior written authorization of Globat and the United States Government, Reseller shall not, and shall cause its representatives (if any) to agree not to (a) export, re-export, divert or transfer Globat's Product or any direct product thereof to any destination, company or person restricted or prohibited by the United States export controls, or (b) disclose any data derived from Globat's Product or any direct product thereof to any national of any country when such disclosure is restricted or prohibited by the United States export controls. Upon reasonable request, Reseller shall make its records available to Globat in order to permit Globat to confirm Reseller 's compliance with its obligations as set forth herein. Reseller shall bear all expenses and costs related to compliance with any laws and/or regulations.
5.3. Sales Representatives. Reseller shall be responsible for all of the acts and omissions of its sales representatives and shall indemnify and defend Globat against, and hold it harmless from, any and all losses, expenses and liabilities incurred by Globat arising out of or relating to any acts or omissions of any such party.
5.4. Maintenance of Qualified Individuals. Reseller hereby represents and warrants it possesses the experience, skills and resources required to perform its obligations under this Agreement. Reseller shall, at its expense, retain adequate numbers of qualified individuals to: (i) provide Support Services to Customers; (ii) perform any upgrades and/or updates to Globat's Products or Services as may become necessary once such Products or Services have come within Reseller 's possession, custody or control; and (iii) act as liaison for all technical communications. It is further understood that Reseller is solely responsible for all of its employees and agents, its labor costs and expenses arising in connection therewith and for any and all claims, liabilities or damages or debts of any type whatsoever that may arise on account of Reseller 's activities, or those of its employees or agents in the performance of this Agreement.
5.5. Reseller Support. Reseller shall provide acceptable support to Customers.
5.6. Problem Resolution. Reseller shall keep Globat informed on a regular basis as to any problems encountered with the Product or Services and as to any resolutions arrived at for those problems. Reseller shall communicate promptly to Globat any and all modifications, design changes or improvements to the Product or Services suggested by any entity or person to Reseller . Reseller further agrees that Globat shall acquire any and all right, title and interest in and to such suggested modifications, design changes or improvements of the Product without the payment of any additional consideration to Reseller , its employees, its agents, or to any other entity or person.
5.7. Records and Reports; Audit Rights. Reseller shall maintain accurate, complete records of its marketing, sales, and support and maintenance services activities under this Agreement. On a monthly basis, and more often at Globat’s request, Reseller shall provide Globat with reports describing the ZIP codes of all customers to whom a Product or Service was sold. During the term of this Agreement, Globat or its representatives may, upon reasonable notice to Reseller and during normal working hours, inspect those agreements and business records of Reseller necessary to verify Reseller 's compliance with this Agreement.
5.8. Notice of Infringement. Reseller agrees to promptly notify Globat of any known or suspected infringement or misappropriation of Globat's proprietary rights that comes to Reseller 's attention.
5.9. Compliance. Reseller shall provide information as reasonably requested by Globat to ensure compliance by Reseller with the terms of this Agreement.

6. ORDERS, PAYMENT

6.1. General Provisions. Reseller shall forward all order information as listed on Globat's then current order form to Globat with payment in full via electronic means (EFT) for each customer prior to beginning any service or selling any product to any customer .
6.2. No Modification of Terms. Nothing contained in any Purchase Order, acknowledgment, or invoice shall in any way modify the terms or add any additional terms or conditions to this Agreement.
6.3. Reseller 's Acceptance of Orders. Reseller shall not accept orders in Globat's name or the name of its parents, subsidiaries, affiliates or similar parties.

7. INDEMNITY, LIMITED LIABILITY

7.1. Indemnity by Reseller . Reseller shall indemnify and hold Globat, their officers, shareholders, directors, employees, agents and independent contractors harmless from and against any and all claims, liabilities, losses, damages or judgments, including but not limited to all legal fees and expenses that arise from any act or omission hereunder.
7.2. Limitation of Liability Notwithstanding any provision in this Agreement to the contrary, in no event is Globat liable for indirect, incidental, or consequential damages and in no event may the liability of Globat arising in connection with any of the Product or Service (whether this liability arises from a claim based on contract, warranty, tort, or otherwise) exceed the actual amount paid to Globat for the Services or Products.

8. TERM AND TERMINATION

8.1. Term. This Agreement shall become effective as of the Effective Date and shall remain in effect unless terminated as provided herein (the 'Term').
8.2. Termination for Cause. If Reseller defaults in the performance of any material provision of this Agreement, then Globat may give written notice to the Reseller that this Agreement shall be terminated unless the default is remedied immediately.
8.3. Effects of Termination. Upon termination or expiration of this Agreement for any reason whatsoever, Reseller shall immediately:
(i) cease all use of Product and Documentation;
(ii) discontinue any use of the name, logo, trademarks, service marks or slogans of Globat and the trade names of any Product or Service;
(iii) discontinue all representation or statements from which it might be inferred that any relationship exists between Reseller and Globat;
(iv) cease to promote, solicit orders for or procure orders for Products or Services (but Reseller shall not act in any way to damage the reputation or goodwill of Globat or any Product or Service); and
(v) promptly return all Confidential Information and related materials to Globat.
8.4. Survival of Terms. The terms contained within the following sections shall survive any expiration or termination of this Agreement: Section 7 Indemnification by Reseller ; Section 8, relating to Term and Termination; Section 10, relating to Confidential Information; Section 11, relating to Trademarks and Service marks; Section 12, relating to Warranty Disclaimers; and Section 14, relating to General Provisions.

9. Relationship of the Parties

9.1. Independent Contractors. The relationship of Globat and Resellerestablished by this Agreement is that of independent contractors, and nothing contained in this Agreement or in the parties performance thereof shall be construed to constitute the parties as partners, joint venturers, co-owners or otherwise as participants in a joint or common undertaking.
9.2. Nonexclusive Relationship. Nothing in this Agreement shall be construed as limiting Globat's marketing or distribution activities or its appointment of other Resellers, Resellers, sales representatives, sub-resellers, licensees or agents of any kind in any place.

10. Confidential Information

10.1. Protection of Confidential Information. Reseller shall protect Globat's Confidential Information from unauthorized dissemination and use the same degree of care that Reseller uses to protect its own like information. Reseller shall not disclose to third parties Globat's Confidential Information without the prior written consent of Globat. Reseller shall not use Globat's Confidential Information for purposes other than those necessary to directly further the purposes of this Agreement. Each employee or agent of Reseller , performing duties hereunder, shall be made aware of this Agreement and shall execute a document that binds said employee or agent of Reseller to the same level of confidentiality contained herein.
10.2. Permitted Disclosure. Notwithstanding any provision in this Agreement to the contrary, Reseller may disclose portions of Globat's Confidential Information: (a) to its lawyers and accountants who have a need to know such information; and (b) pursuant to an order of a governmental agency or court of competent jurisdiction compelling disclosure, provided that Globat shall be given reasonable advance notice of such impending disclosure.
10.3. Disposition Upon Termination. Upon the termination of this Agreement for any reason whatsoever, or in the event that Globat reasonably determines that Reseller no longer requires access to the Confidential Information in order to perform its obligations, Reseller shall return to Globat , or shall destroy, as Globat shall specify, all copies of all the Confidential Information in Reseller 's possession. Within five (5) days thereafter, Reseller shall provide Globat with a certificate, executed by Reseller or by an officer of Reseller , confirming that all copies of all such Confidential Information have been returned to Globat or destroyed, as the case may be.
10.4. The Parties agree that if Reseller breaches this Agreement by disclosing or using any confidential information, it will be impracticable or extremely difficult to determine the damages suffered by Globat. It is therefore agreed that in the event of such a breach by Reseller , Reseller shall pay Globat the sum of One Hundred Fifty Dollars (0.00) per account as liquidated damages.

11. Trademarks and Service marks

11.1. Trademark Ownership. Reseller acknowledges and agrees that Globat owns all Globat trademarks (the 'Trademarks') and that any and all goodwill derived from the use of the Trademarks by Reseller hereunder inures solely to the benefit of Globat. Reseller shall at no time contest or aid in contesting the validity or ownership of any Trademark or take any action in derogation of Globat's rights therein, including without limitation applying to register any trademark, trade name, service mark, domain name or other designation that is confusingly similar to any Trademark.
11.2. Authorized Use of Trademarks. During the Term, Reseller shall market the Products or Services under the trademark or service marks placed on the Product or Services or otherwise used with respect to the Product or Services by Globat (the 'Marks'). Current Marks are as depicted or listed at Globat.com’s web site (www.globat.com) linked hereto as Exhibit C Globat reserves the right to change its Marks at any time. All advertising and other materials not provided by Globat in which the Marks are used shall be subject to the prior written approval of Globat. Reseller shall not add or attach to the Products or Services any label, marking or information that has not been approved in advance by Globat in writing. Whenever the Marks are used, Reseller shall indicate that such Marks are the property of Globat. Reseller shall have the right to indicate to the public that it is an authorized Reseller of the Product or Service and use the Marks to advertise and identify such Globat's Products or Services. Globat shall have the right to audit Reseller 's use of the Marks for such purposes and require Reseller to modify such use as may be required by Globat.
11.3. Trademark Use Guidelines. Reseller 's use of the Trademarks shall be subject to the terms and conditions contained in Globat's trademark guideline document as amended from time to time to be provided to Reseller , and to which Reseller hereby agrees to be bound.
11.4. Reseller Marks. Reseller shall use no trademarks, trade names, service marks or other proprietary indicia in association with the Product or Service other than the Marks, including, without limitation, any trademark or trade name owned by Reseller .
11.5. Defense of Trademarks. Reseller shall not at any time challenge, or assist others in challenging, Globat's Marks or other proprietary rights, or do, cause to be done, or tolerate any act or thing contesting or in any way impairing or tending to impair any said right, title, and interest of Globat . Unless requested to do so by Globat in writing, Reseller shall not register, directly or indirectly, any trademark, service mark, trade name, company name or other proprietary or commercial name or right that is identical or confusingly similar to the Marks or any other Globat intellectual property or that constitute translations thereof into any other language(s).

12. WARRANTY AND LIABILITY DISCLAIMERS

12.1. Disclaimer. GLOBAT MAKES NO WARRANTIES WITH RESPECT TO ANY PRODUCT, LICENSE OR SERVICE AND DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OF THIRD PARTY RIGHTS OR ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE AND ANY WARRANTIES OF NONINFRINGEMENT. GLOBAT PROVIDES ITS PRODUCTS AND SERVICES 'AS IS' AND DOES NOT WARRANT THEIR EFFECTIVENESS, USEFULNESS OR RELIABILITY. RESELLER SHALL HANDLE AND BE RESPONSIBLE FOR ALL WARRANTY RETURNS AND COMPLAINTS FROM ITS CUSTOMERS AND SHALL BE ENTITLED TO (AND ONLY TO) REPLACEMENT OR CREDIT FOR AMOUNTS PAID TO GLOBAT IN CERTAIN CIRCUMSTANCES APPROVED BY GLOBAT.
12.2. Limitation of Product Liability. NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT OR OTHERWISE, GLOBAT SHALL NOT BE LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR:
(I) ANY AMOUNTS IN EXCESS OF THE PRICE PAID TO GLOBAT WITH RESPECT TO THE PRODUCT OR SERVICE THAT IS THE SUBJECT OF THE CLAIM; OR
(II) ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED; OR
(III) DAMAGES FOR LOST PROFITS OR LOST DATA; OR
(IV) COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY OR SERVICES.
12.3. Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR ELSEWHERE, IN NO EVENT WHATSOEVER SHALL GLOBAT 'S TOTAL LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNT ACTUALLY RECEIVED BY GLOBAT FROM RESELLER FOR ONE PRODUCT OR SERVICE.
12.4. Disclaimer of other Representations. All representations made or agreements executed by Reseller pursuant to this Agreement shall be Reseller 's sole responsibility. Furthermore, each such agreement shall contain an acknowledgment by any third party that it is not relying on any representations or warranties made by Globat.

13. COMPLIANCE WITH APPLICABLE LAWS

13.1. Export and Import Controls. Reseller acknowledges that the Product and the technical data received from Globat in accordance with the terms hereunder may be subject to United States or Territory export and import controls, and in the performance of its obligations, Reseller shall at all times strictly comply with all laws, regulations and orders, and agrees to commit no act which, directly or indirectly, would violate any United States or Territory law, regulation or order, including, without limitation, tax, export and foreign exchange laws, export controls imposed by the U.S. Export Administration Act of 1979. Additionally, Reseller specifically acknowledges that Globat's Product and any direct product thereof is subject to United States export controls, pursuant to the Export Administration Regulations, 15 C.F.R. Parts 730 to 774.
13.2. Authorizations. Reseller shall, at its own expense, make, obtain, and maintain in force at all times during the term of this Agreement, all filings, registrations, reports, licenses, permits and authorizations required under applicable law, regulation or order required for Reseller to perform its obligations under this Agreement.
13.3. Corrupt Practices. Globat and Reseller agree to conform with the United States Foreign Corrupt Practices Act and will not offer any payment or other gift or promise, or authorize the giving of anything of value, for the purpose of influencing an act or decision of an official of any Government or of an employee of any company in order to assist Globat or Reseller in obtaining, retaining, or directing any business.

14. General Provisions

14.1. Entire Agreement. The provisions of this Agreement, including any Exhibits, constitutes the entire agreement between the parties with respect to the subject matter hereof, and this Agreement supersedes all prior agreements or representations, oral or written, regarding such subject matter. This Agreement may not be modified or amended except in a writing signed by a duly authorized representative of each party.
14.2. Governing Law. This Agreement shall be governed by the laws of the State of California, as applied to agreements entered into and to be performed entirely within California between California residents, without regard to the principles of conflict of laws or the United Nations Convention on Contracts for the International Sale of Goods.
14.3. Settlement of Controversies. Any controversies or claims arising from or relating to this Agreement, or the breach or validity thereof, which cannot be amicably settled by and between the parties, shall be referred to and finally settled by arbitration. The place of arbitration shall be Los Angeles, California, pursuant to the Streamlined Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services (JAMS), or its successor, before a sole, mutually agreeable arbitrator, in accordance with the laws of the State of California for agreements made in and to be performed in that State. Judgment on the Award may be entered in any court having jurisdiction. The arbitrator shall, in the Award, allocate all of the costs of the arbitration (and the mediation, if applicable), including the fees of the arbitrator and the reasonable attorneys' fees of the prevailing party, against the party who did not prevail.
14.4. Assignment. Globat may assign this Agreement. Reseller may not assign, delegate, sub-contract or otherwise transfer this Agreement or any of its rights and obligations hereunder, whether voluntarily, by operation of law or otherwise, without the other party's prior written approval.
14.5. No Waiver; Severability. Failure by either party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision. The exercise by either party of any remedy under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise. If for any reason a court of competent jurisdiction finds any provision of this Agreement, or portion thereof, to be unenforceable, that provision of the Agreement shall be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this Agreement shall continue in full force and effect.
14.6. Injunctive Relief. The parties agree that any unauthorized use or disclosure of the Product or Services or Confidential Information of Globat, or a breach of this Agreement adversely affecting Globat's intellectual property rights would cause irreparable injury to the Globat for which monetary damages would not be an adequate remedy and Globat shall be entitled to equitable relief in addition to any remedies it may have hereunder or at law.
14.7. Counterparts; Section Headings; Interpretation. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, all of which together shall constitute one and the same instrument. The Section headings contained herein are for convenience of reference only and shall not be considered as substantive parts of this Agreement. In construing or interpreting this Agreement, the word 'or' shall not be construed as exclusive, and the word 'including' shall not be limiting. The parties agree that this Agreement shall be fairly interpreted in accordance with its terms without any strict construction in favor of or against either party and that ambiguities shall not be interpreted against the drafting party.
14.8. English Language; Notices. This Agreement is in the English language only, which language shall be controlling in all respects. Any versions of this Agreement in any other language will be for accommodation only and will not be binding upon either party. All communications and documentation for the Products or Services or Services to be furnished under this Agreement shall be in the English language. Any notice, report, approval or consent required or permitted hereunder shall be in writing and in the English language and shall be deemed to have been given if via electronic mail.
14.9. Force Majeure. Nonperformance of Globat shall be excused to the extent performance is rendered impossible by strike, fire, flood, governmental acts or orders or restrictions, failure of suppliers or any other reason where failure to perform is beyond the reasonable control of Globat.
14.10. Government Use. Reseller represents that it is not a government agency nor is it obtaining any material under this Agreement pursuant to or for the benefit of a government contract or with government funds. Software and Documentation delivered to an agency or instrumentality of the United States Government shall identify the Software and Documentation as 'commercial computer software' and 'commercial computer software documentation' and, as specified in FAR 12.212 or DFARS 227.7202, and their successors, as applicable, shall restrict the Government's rights to use, reproduce or disclose such Software and accompanying Documentation in accordance with and no more broad than any licensing granted herein.
14.11. No Other Rights Conferred. Nothing contained in this Agreement shall be construed as conferring by implication, estoppel or otherwise upon either party hereunder any license or other right except the licenses, rights and uses expressly granted hereunder to a party hereto.

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the Effective Date.

Exhibit A List
Gigabyte Package Commerce Starter Commerce Pro
5.0 GB Web Space
5,000 POP3 Email Accounts
7.5 GB Web Spacee
7,500 POP3 Email Accounts
E-Commerce Ready (SSL)
10.0 GB Web Space
10,000 POP3 Email Accounts
150 GB Data Transfer/mo
E-Commerce Ready (SSL)
Multiple Domain Support

Exhibit C Licensed Marks
The following Marks are owned exclusively by Globat and are licensed to Reseller under the terms of this Agreement. Globat reserves the right in its sole discretion to add additional marks to or remove marks:

Visit www.Globat.com's Web site