Email Services Services
Reseller Agreement

This agreement is in effect as of _______________________, 20__ (“Effective Date”) between Mail-Center.com a dba of Maui E-Mail, Inc. (“Email Provider”) located at at PMB 148, PO Box 959, Kihei, HI 96753 and ____________________ (“Reseller”) located at _________________________________________________________________________________________.

Whereas Reseller desires to purchase the Email Provider's email services from the Email Provider for the purpose of selling such Services to its own customers.

Therefore, the Email Provider and Reseller agree as follows:

1.) Services – Subject to the terms and conditions of this agreement Email Provider grants the Reseller a non-exclusive, non-transferable license to resell the Services worldwide. Services are subject to:
Email Provider’s Service Agreement available at:
http://label.Mail-Center.com/terms.html


2.) Price --
     a. Private Label Email Provider’s web site

  1. Annual $99.00 licensing fee.
  2. Reseller’s Price Per Email Account is $20, which is $10 off of current retail pricing of $30.
  3. Resellers will charge its users $30 per email account.
  4. Credit Card Transaction Fees
    Email Provider will pay the transaction fee and discount rate applicable to such transactions.
  5. Fraudulent Transactions
    Reseller agrees to hold Email Provider harmless and to indemnify Email Provider for
    and against transactions processed by Email Provider on behalf of Reseller that are
    fraudulent in nature.  These fraudulent transactions could result from, but
    are not limited to, misrepresentations in the Email Service or from the use of stolen or misappropriated credit cards.

3.) Payment – Reseller will be paid 60 days after the end of each month for that month’s sales. For instance, April sales will be paid to the Reseller 60 days after April 30th.


4.) Refund Policy – Reseller and Reseller’s customers are not entitled to any refunds of Service transactions.

5.) Term -- This Agreement is in effect for one (1) year from the Effective Date of this contract and will automatically renew for one (1) year increments.

6.) Termination – Either party may terminate this Agreement for a material breach of contract by the other party that has not be cured within 10 days. Either party must notify the other of such material breach in writing. Or, either party may terminate this Agreement with 30 days written notice.

7.) Branding – Email Provider authorizes Reseller to co-brand the services by using Email Provider’s name and logo.

8.) Email Provider Identification – Reseller must inform all of its customers that it is reselling Email Provider’s Services. It is recommended that this is handled through a small notification in the footer section of Reseller’s web site.

9.) Marketing Rights – Email Provider will not market to Resellers customers.

10.) Technical Support – Reseller is responsible for technical support to its customers. Email Provider will provide technical support to reseller.

11.) Notices – All notices shall be sent registered or traceable mail to:

    For Email Provider:
    Maui E-mail, Inc.
    Attn: Private Label Services
    PMB 148, PO Box 959
    Kihei, HI 96753

    For Reseller:

    ____________________________

    ____________________________

    ____________________________

    ____________________________


12.) No Solicitation – Reseller agrees that they will NOT approach Email Provider’s employees with proposals to hire them as his own employees or contractors. If Reseller were to hire any Email Provider’s employees, Reseller agrees to pay Email Provider for each employee hired the greater amount of three years salary for that employee as Reseller is to pay such employee, or $175,000.

13.) Limited Liability – Email Provider shall not be liable under any circumstances for any special, consequential, incidental or exemplary damages arising out of or in any way connected with this agreement or the Email Account Registration Services, including but not limited to: damages for lost profits, loss of use, lost data, loss of privacy, damages to third parties. This limited liability clause shall apply even if the Email Provider has been notified of the possibility of any claims. In no event shall the Email Provider’s maximum liability exceed the total amount paid by Reseller for the registration of the Email Account. Email Provider’s liability is limited to the extent permitted by law in states that do not allow the exclusion or limitation of liability for consequential or incidental damages.

14.) Modification – This Agreement and its Attachments are subject to change. Reseller will be notified of such changes as they occur via email contact below:

    Email Address: _______________________________

    Contact Person: _______________________________

    Phone Number: _______________________________


15.) Assignment – Reseller may not sign it’s rights or duties under this Agreement to another without the express written consent of Email Provider, not to be reasonably withheld. Email Provider may assign it’s rights and obligations under this Agreement without notice so long as the Service continues to operate as outlined in this Agreement.

16.) Severability – The terms of this agreement are severable. If any part of this agreement is determined to be unenforceable or invalid, that part of the agreement will be interpreted in accordance with applicable law as closely as possible in line with the original intention of both parties of the agreement. The remaining terms and conditions of the agreement will remain in full force and effect.

17.) Governing Law – This Agreement shall be deemed entered into the State of Hawaii.

Reseller agrees to waive the right to trial by jury in any proceeding that takes place relating to or arising out of this Agreement.

18.) Entirety – This Agreement constitutes the entire understanding and contract between the parties and supersedes any an all prior and contemporaneous, oral, or written representations, communication, understandings, and agreements between the parties with respect to the subject matter herein.

Nothing in this Agreement, express or implied, shall be deemed to confer any rights or remedies upon, not obligate any of the parties hereto, to any person or entity other than such parties, unless so stated to the contrary.

Each of the parties, to this Agreement represents and warrants that it has full power to enter into this Agreement and hasn’t assigned, encumbered, or in any manner transferred all or any portion of the claims covered by this Agreement.



    Maui E-Mail, Inc.                                     Reseller: ________________________

    Signed: ________________________________________ Signed: ____________________________

    Name: ________________________________________ Name: ____________________________

    Title: ________________________________________ Title: ____________________________

    Date: ________________________________________ Date: ____________________________



    Fax this entire agreement to 1-509-351-7663.

    Method of Payment:________________________________ Exp. Date:___________________