This HomeSpun Websites Reseller Agreement (the “Agreement”) is a legal document between Homespun Websites LLC (HSW) with offices located at 622 SE Grand Ave, Suite 827, Portland, Oregon 97214 and you (the “reseller”) collectively referred to as the “Parties”.

RECITALS

HSW is a web development company that specializes in On-Demand websites for small businesses. HSW has developed a resellers program that gives companies the ability to Brand HomeSpun Websites LLC’s web building tool as its own service.

Reseller wishes to resell the HSW services and products.

HSW desires to engage and contract for the services of the reseller to perform certain tasks as set forth below. Reseller desires to enter into this and is willing to do so on the terms and conditions set forth below.

NOW, THEREFORE, in consideration of the above recitals and the mutual promises and conditions contained in this Agreement, the Parties agree as follows:

The Effective Date of this Agreement shall be the date that Reseller completes HomeSpun Websites Reseller Signup form.

By entering into this Agreement, Reseller agrees to be bound by the terms of this agreement for transactions entered into on its behalf by anyone acting as its Agent, as well as transactions entered into by Reseller on its own behalf.

Reseller must complete and sign the HSW Reseller Order Form, be accepted by HSW and pay any required fee to become an authorized Reseller of HSW. An authorized Reseller shall be entitled to provide Website and Email Hosting Services to its Reseller Accounts through HomeSpun. A Reseller shall enter into a written agreement with its Reseller Accounts regarding delivery of Website and email Hosting Services.

Such agreement shall at a minimum obligate Reseller Accounts in a relationship with the Reseller to the same extent that HSW Customers are obliged to HSW hereunder, and require Reseller Accounts to abide by the HSW Terms and Conditions. HSW shall have no liability to Reseller's Accounts. In the event that any liability or obligation on the part of HSW arises in favor of a Reseller Account under any theory of law, such Reseller shall indemnify HSW for and hold HSW harmless from such liability or obligation. Reseller understands and agrees that HSW could not provide Website and Email Hosting Services to Reseller Account at the prices provided for herein without the benefit of this provision. There are no third party beneficiaries of this Agreement.

1 License
Reseller shall retain title to and all ownership rights to any and all text, multimedia or images (graphics, audio and video), data and the like (Content) provided by Customer and installed on a server, but grants HSW the right and license to access and use Content for the purpose of complying with its obligations under this Agreement.

2. Service Details
Subject to the terms and conditions of this Agreement, HSW grants the Reseller a non-exclusive, non-transferable license to resell the HSW services worldwide. Reseller’s HSW site is non-transferable and cannot be sold separately or in conjunction or in connection with the sale of an existing site or business.

3. Termination
Either party may terminate this Agreement for a material breach of contract by the other party that has not been fixed within 20 days. Either party must notify the other of such material breach in writing. As an alternative, either party may terminate this Agreement with 20 days of written notice. Upon termination, all customers will default to and become property of HSW.

4. Restriction of Service; Right of Refusal
Reseller agrees that HomeSpun, in its sole discretion and without liability to Reseller, may terminate this Agreement for if Reseller is found to be using HSW Services in association with unsolicited commercial email (“spam”) or morally objectionable activities, as deemed by objectionable at the discretion of HSW. Morally objectionable activities will include, but not be limited to: activities designed to defame, embarrass, harm, abuse, threaten, slander or harass third parties; activities prohibited by the laws of the United States and/or foreign territories in which Reseller conducts business; activities designed to encourage unlawful behavior by others, such as hate crimes, terrorism and child pornography; activities that are tortuous, vulgar, obscene, invasive of the privacy of a third party, racially, ethnically, or otherwise objectionable; activities designed to impersonate the identity of a third party; and activities designed to harm minors in any way. In the event HSW terminates this Agreement for spam or morally objectionable activities, no refund will be issued.

5. Customer Agreements
Reseller is required to ensure that Reseller’s customers agree to comply with the standard agreement for each product or service they purchase from Reseller. v

6. Unauthorized Use
Upon the discovery of any unauthorized use or copying of HSW products or services, Reseller will immediately notify HSW. If Reseller is at fault in any way, Reseller may be held responsible for the cost of the any legal proceedings that result from any unauthorized use or copying of the HomeSpun Websites LLC’s products and/or services.

7. Terms of Confidentiality
1) Non-Disclosure of Trade Secrets, Customer Lists and other Proprietary Information
Reseller agrees not to disclose or communicate, in any manner, either during or after Reseller’s agreement with HSW, proprietary information about HSW, its operations, or any other proprietary information, that relate to the business of HSW including, but not limited to, the its marketing strategies, operations, or any other information of any kind which would be deemed confidential, a trade secret, or other form of proprietary information of HSW. Reseller acknowledges that the above information is material and confidential and that it affects the profitability of HSW. Reseller understands that any breach of this provision, or that of any other Confidentiality and Non-Disclosure Agreement, is a material breach of this Agreement. Nothing in this Agreement grants any implied rights to you. HSW retains all of its right, title and interest in and to all of its intellectual property.

8. Conflicts of Interest
Reseller agrees that Reseller will disclose to HSW any conflicts of interest or potential conflicts of interest Reseller may have immediately and in writing.

9. Privacy
Reseller agrees to be bound by the Privacy Policy of HSW in its dealings with customers and others and to post the Privacy Policy provided to Reseller by HSW on Reseller’s home page. Failure to comply with such Privacy Policy will be deemed a material breach of this Agreement.

10. Branding
HSW authorizes Reseller to brand the services with Reseller’s name and logo.

11. Notices
Reseller agrees that all notices (except for notices concerning breach of this Agreement) from HSW to Reseller may be posted on our web site and will be deemed delivered within fifteen (15) days after posting. Notices concerning breach will be sent either to the email address Reseller has on file with HSW or mailed first class postage to the postal address Reseller has on file with HSW. In both cases, delivery shall be deemed to have been made ten (10) days after the date sent. Notices from Reseller to HSW shall be made either by email, sent to the address we provide on our web site, or first class mail to our address at:

Homespun Websites LLC
622 SE Grand Ave, Suite 827
Portland OR 97214

Delivery shall be deemed to have been made by Reseller to HSW ten (10) days after the date sent.

12. No Solicitation
Reseller agrees that it will NOT approach Homespun Website LLC’s employees with proposals to hire them as its own employees or contractors. If Reseller were to hire any of HomeSpun Website LLC’s employees, Reseller agrees to pay HSW for each employee hired the greater amount of three years salary for that employee as Reseller is to pay such employee, or $150,000.

13.. Modification
This Agreement and its Attachments are subject to change. Reseller will be notified of such changes as they occur via the email contact supplied during the reseller signup process, which may be modified using the Reseller’s site administration tool.

14. Assignment
Reseller may not assign its rights or duties under this Agreement to another without the express written consent of HSW, which will not be unreasonably withheld. HSW may assign its rights and obligations under this Agreement without notice so long as the Service continues to operate as outlined in this Agreement.

15. Attorney’s Fees and Costs
If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements incurred both before or after judgment in addition to any other relief to which such party may be entitled.

16. Mediation and Arbitration
Any controversy between the parties to this Agreement involving the construction or application of any of the terms, provisions, or conditions of this Agreement, shall on written request of either party served on the other, be submitted first to mediation and then if still unresolved to binding arbitration. Said mediation or binding arbitration shall comply with and be governed by the provisions of the American Arbitration Association for Commercial Disputes unless the Parties stipulate otherwise. The attorneys’ fees and costs of arbitration shall be borne by the losing party, as set forth in paragraph 22 above, unless the Parties stipulate otherwise, or in such proportions, as the arbitrator shall decide.

17. Indemnification
Reseller shall defend, indemnify, hold harmless, and insure HSW from any and all damages expenses or liability resulting from or arising out of, any negligence or misconduct on Reseller's part, or from any breach or default of this Agreement which is caused or occasioned by the acts of Reseller. Reseller shall insure that its employees and affiliates take all actions necessary to comply with the terms and conditions set forth in this Agreement. Reseller shall name HSW as an additional insured on all related insurance policies including workers compensation, and general liability.

18. Representation
Each party of this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party hereto, or anyone acting on behalf of any party hereto, which are not embodied herein, and that no other agreement, statement or promise not contained in this Agreement shall be valid or binding. Any modification of this Agreement shall be effective only if it is in writing, signed and dated by all parties hereto.

19. Partial Invalidity
If any provision of this Agreement is held by a Court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions shall nevertheless continue in full force and effect without being impaired or invalidated in any way.

20. Governing Law and Jurisdiction
This Agreement shall be governed by, and construed under, the laws of the State of Oregon. Jurisdiction and venue for all purposes shall be in the County of Multnomah, State of Oregon