This is an Agreement between you (the "Reseller") and LiquidNet Ltd., a UK-based company located at 42 Eswyn Road, SW178TP London, UK, which owns ResellerPanel.com. This agreement explains the basis upon which transactions between you, the Reseller, and LiquidNet Ltd., will take place, as well as our responsibilities towards each other.

The date on which this agreement takes effect shall be the date on which the Reseller completes LiquidNet's reseller signup process.

By entering into this Agreement, the Reseller agrees to abide by its terms regarding the transactions entered into on his behalf by anyone, in addition to the transactions entered into by the Reseller on his own behalf. The Reseller also agrees to be bound by the terms of this Agreement regarding the transactions entered into by anyone who uses the account that the Reseller hereby establishes with LiquidNet Ltd., whether or not the transactions are made on Reseller’s behalf.

LiquidNet Ltd. is a fully-operational Internet web hosting company and domain name registrar and the Reseller can purchase web hosting and/or domain name registration services as well as other services or products that may be available from LiquidNet Ltd. for the purpose of reselling such Services to his own customers;

Therefore, the Registrar and the Reseller agree as follows:

1. Services – Subject to the terms and conditions of this Agreement, LiquidNet Ltd. grants the Reseller a non-exclusive, non-transferable license to resell the Services worldwide. Services are subject to:

LiquidNet’s Registration Agreement available at:

http://www.duoservers.com/terms.html

2. Price - Subject to the terms and conditions of this Agreement, the Reseller acknowledges that all prices, discount rates and transaction fees are subject to change.

I. LiquidNet Ltd. will provide its services to the Reseller according to the LiquidNet Price Catalog (Catalog) available at:

http://www.resellerspanel.com/reseller_hosting/web_hosting_plans.html

II. The Reseller authorizes LiquidNet Ltd. to charge each of his customers the dollar amounts designated by the Reseller. Selection of services and setting of prices are made through the Reseller’s site administration tool.

III. Fraudulent Transactions. The Reseller agrees to hold LiquidNet Ltd. unharmed and to indemnify LiquidNet Ltd. for and against transactions processed by LiquidNet Ltd. on behalf of the Reseller that are fraudulent in nature. These fraudulent transactions could result from, but are not limited to, misrepresentations in the web hosting and domain registration process, or from the use of stolen or misappropriated credit cards.

Payment – Bank wires and checks are issued at the beginning of every month. The minimum payment amount is $50.00 US. If you choose bank wire as a payment method, your commission payment will be reduced with $30 to cover the costs of the wire transfer.

Chargeback - In the event that chargeback frequency is deemed high by LiquidNet Ltd., LiquidNet Ltd. reserves the right to hold back 20% of the monthly commissions for 90 days as from the date the commission was due.

Money Back Guarantee & Refund Policy –  If within 30 days of the date your customer purchased web hosting and/or domain name, for any reason the customer wants to cancel the account, he is entitled to a full refund of the amount charged. All domain registrations are final, do not include any money back guarantee and will be subject to a $9.95 per year per domain registration fee. Your customer will be required to make a deposit of $9.95 for the domain name fee before receiving the refund for the hosting account.

3. Termination – Either party may terminate this Agreement for a material breach of contract by the other party that has not been resolved within 15 days. Either party must notify the other of such material breach in writing. Or, either party may terminate this Agreement with a 15-day written notice. Upon termination, all customers will default to LiquidNet Ltd.

4. Restriction of Service; Right of Refusal - The Reseller agrees that LiquidNet Ltd., at its sole discretion and without liability to the Reseller, may terminate this Agreement if the Reseller is found to be using LiquidNet Ltd.’s Services in association with unsolicited commercial e-mail (“spam”) or morally objectionable activities. Morally objectionable activities will include, but will 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 the 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 LiquidNet Ltd. terminates this Agreement for spam or morally objectionable activities, no payment will be issued.

5. Privacy – The Reseller agrees to be bound by the Privacy Policy of LiquidNet Ltd. in its dealings with customers and others and to post such Privacy Policy on the Reseller’s home page. Failure to comply with such Privacy policy will be deemed a material breach of this Agreement.

6. Branding – LiquidNet Ltd. authorizes the Reseller to co-brand the Services by using LiquidNet’s name and logo along with the Reseller’s name and logo.

7. Marketing Rights – LiquidNet Ltd. and LiquidNet Ltd.-related companies will not market their services before Resellers’ customers.

8. Technical Support – LiquidNet Ltd. will provide technical support to the Reseller. At Reseller’s request, LiquidNet Ltd. will provide technical support to his customers through the ProperSupport.com web interface program and/or via e-mail.

9. Notices – The Reseller agrees that all notices (except for notices concerning breach of this Agreement) from LiquidNet Ltd. to the Reseller may be posted on our web site and will be deemed delivered within five (5) days after the posting itself. Notices concerning breach of this Agreement will be sent either to the e-mail address the Reseller has provided LiquidNet Ltd. with, or mailed by first-class mail to the postal address the Reseller has supplied LiquidNet Ltd. with during the signup process. In both cases, delivery shall be deemed made five (5) days after the notice was sent. Notices from the Reseller to LiquidNet Ltd. should be sent by e-mail or sent to the address we’ve given on our web site.

10. No Solicitation – The Reseller agrees that he will NOT approach LiquidNet’s employees with proposals to hire them as his own employees or contractors. If the Reseller were to hire any of LiquidNet’s employees, the Reseller agrees to pay LiquidNet Ltd. for each employee hired the amount of three years’ salary the Reseller is to pay such an employee, or $100,000.

11. Limited Liability – LiquidNet Ltd. 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 Domain Name Registration Services, or other services and products the Reseller may choose, 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 LiquidNet Ltd. has been notified of the possibility of any claims. In no event shall LiquidNet’s maximum liability exceed the total amount paid by the Reseller for the service or the product. LiquidNet’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.

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

13. Assignment – The Reseller may not assign his rights or duties under this Agreement to another individual or entity without the expressed written consent of LiquidNet Ltd., which will not be unreasonably withheld. LiquidNet Ltd. may assign its rights and obligations under this Agreement without notice, as long as, the Service continues to operate as outlined in this Agreement.

14. 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 the 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.

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

15. Two Tier referral program is available to all resellers. You will receive a commission, which amounts to 10% of the web hosting plan’s wholesale price, for each sale made by a reseller referred by you. There is no commission for sold domain names through the Two Tier referral program. The resellers are not allowed to refer their family members and relatives or themselves to different accounts or use the same mailing address or bank information. LiquidNet Ltd. verifies all 2nd Tier account payments. Any account holder violating these terms will not receive commissions and will not be allowed to use LiquidNet Ltd.’s reseller program or services. In cases of refunds or fraudulent sales, the relevant amount will be deducted from the commission payments.

16. Entirety – This Agreement constitutes the entire understanding and contract between the parties and supersedes any 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, expressed or implied, shall be deemed to confer any rights or remedies upon, nor obligate any of the parities hereto, to any person or entity other than those parties, unless so stated.

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