Spiderline Reseller Agreement Version 1.0 Date: March 5, 2003

This is a Spiderline controlled document. It should not be modified without prior authorization from one of the following people:

Benjamin Benson
Edward Winkler

All modifications must be recorded in the following Document Revision History:

Table of Contents

THIS RESELLER AGREEMENT (the "Agreement") is entered into this ___ day of ____________, 200__ ("Effective Date") by and between Spiderline LLC, ("Spiderline") and ________________________, ("The Reseller"). Spiderline and The Reseller may each be referred to herein as a "Party" and collectively as the "Parties".

BACKGROUND

This Agreement specifies terms and conditions under which Spiderline will sell to The Reseller and The Reseller will purchase from Spiderline certain Internet related services for The Resellers resale to end users.

AGREEMENT

1. Definitions

In this Agreement, "we" and "us" means Spiderline LLC, and "you" means the Reseller participating in the Spiderline Reseller Program referred to as "The Program".

"Spiderline Web Site" or "Our Site" means the web site located at <http://www.spiderline.com>, and "Your Site" means a web site upon which you establish Links to Our Site as part of this Program.

"Spiderline Services" means Spiderline services available in the Program as listed at <http://www.spiderline.com>

Customers means the customers of the Reseller with whom the Reseller forms a contractual relationship.

2. Entire Agreement

1. This Agreement and the attached Schedule 1 Spiderline <Terms and Conditions> constitute the entire understanding and agreement between the parties relating to the Spiderline Reseller Program and supersede any and all prior or contemporaneous oral or written communications.

2. Upon notice to you by email or in writing we may modify the terms of this Agreement. If any modification is unacceptable to you, you may terminate the Agreement as provided in clause 18; should you so terminate, the changes we have announced shall nevertheless become effective unless we agree, in writing, to the contrary. Your continued use of Spiderline Services following our notification of the changes will constitute binding acceptance of the change.

3. Spiderline may discontinue or change the services offered in the event of your failure to comply with the following provisions.

4. If any provision of this Agreement, or the application of such provision to any person or circumstance, shall be held invalid, the remainder of this Agreement, or the application of such provision to persons or circumstances other than those to which it is held invalid, shall not be affected thereby.

3. Enrollment in the Reseller Network

In the event your application to become a Reseller made through Our Site is accepted you acknowledge and agree that we may contact you via email from time to time with newsletter updates and promotions regarding the services of Spiderline.

4. Reseller Obligations

1. You acknowledge that you are responsible for assuring that your sales force and customer care representatives for the Spiderline Services are trained, competent and professional. You agree to consult with us on specific issues that we may identify to you from time to time in connection with the performance of your sales force and customer care representatives that may have an adverse impact on Spiderline or the Spiderline brand.

2. You agree to operate a Technical support desk for your customers and to act as the first point of contact for your customers for all technical queries relating to the provision of Spiderline Services to the customer. Spiderline will not accept any calls for technical support from your customers.

5. Spiderline Obligations

We agree to operate a technical support desk to provide technical assistance to our Resellers. This desk will operate during normal business hours. Outside of these hours, where a Service Level Agreement (SLA) is in place for specific products purchased by you, we will provide further support for those products as specified in the SLA.

6. Services

1. The services available to you for resale under this Agreement are as detailed in Schedule 1 to this Agreement.

2. This Agreement is intended to permit you to sell services purchased from us to your Customers. It is for the exclusive use of the Reseller specifically named above and does not extend to any other person or entity. You are responsible for the content of your Customers web sites and are bound by the terms of this agreement.

3. The use of any data or material by you or your Customers via the service provided by Spiderline is at your and your Customers sole and absolute risk. Spiderline SPECIFICALLY DISCLAIMS AND DENIES ANY RESPONSIBILITY FOR THE COMPLETENESS, ACCURACY OR QUALITY OF ANY AND ALL INFORMATION OBTAINED THROUGH THE SERVICES BY IT UNDER THIS AGREEMENT.

7. Customer Contracts

We acknowledge and agree that Customers shall purchase the Spiderline Services under contracts with you and that we shall not have any contractual interest in such Customer relationships. You shall be free to determine the terms and conditions of the sale of Spiderline Services; provided, however, that you shall require as a condition to the provision of any Spiderline Services to a Customer that such Customer execute a contract in a form not materially less protective of Spiderline than Spiderline standard terms and conditions for its services as the same may be amended from time to time, a copy of which can be found at <http://www.spiderline.com/legal/terms.html>

8. No Warranties

1. Except where you have purchased an SLA specifically overriding the provisions of this clause, we will utilize our best efforts to maintain acceptable performance of the contracted services, but we make absolutely no warranties whatsoever, express or implied, including warranty of merchantability or fitness for a particular purpose.

2. We do not guarantee continuous service, service at any particular time, or integrity of data stored or transmitted via our systems or via the internet.

9. Indemnity and Limitation of Liability

1. You will indemnify and hold harmless Spiderline and its employees, agents and sub-contractors, against any liabilities (this includes and judgement, liability, loss, costs claims or damage; including litigation costs and reasonable legal fees, and excluding indirect or special losses or profits, business revenue, goodwill or anticipated savings, consequential or indirect loss) resulting from or arising out of your use of the Products and Services or any other obligation under these Terms and Conditions or the Agreement, or any breach of your obligations under these Terms and Conditions or the Agreement.

2. Spiderline assumes no liability for any loss, injury, claim, liability or damage of any kind including loss of business, lost profits, lost data, or failure of security resulting in any way from your use of the services, including without limitation any errors or omissions, any content, any delay or failure of performance, or the unavailability or interruption of service. Accordingly, Spiderline shall not be liable for direct, indirect, special, incidental, consequential, punitive or exemplary damages of any kind whatsoever, whether or not forseeable (including, without limitation, lawyers' fees) in any way due to, resulting from, or arising in connection with the services or the failure of a party to perform its obligations, regardless of any party's negligence. Termination of the Agreement shall be your sole and exclusive remedy for any and all damages or injury.

3. Spiderline will not be liable for the inadvertent disclosure of or corruption or erasure of data transmitted or received or stored on our system.

10. Content

Although we have a policy of not monitoring or policing the content you place on our servers, when questionable material comes to our attention, we reserve the right to remove without notice any content that, in our sole opinion, may result in a violation of any laws or regulations or that may be offensive to us or to other users.

11. Relationship of Parties

You and Spiderline are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on Your Site or otherwise, that reasonably would contradict anything in this clause.

12. Confidentiality

Confidential Information

All documents, other materials and other information made available to a Party or its employees by the disclosing Party in connection with this Agreement (including but not limited to, this Agreement), whether in oral, written, graphic, or electronic form (collectively, the "Confidential Information"), shall be deemed to have been furnished to the other Party in confidence and shall remain the exclusive property of the disclosing Party both during and after the term of this Agreement. Each Party shall maintain in trust and confidence all Confidential Information which it may (i) develop or accumulate for the disclosing Party during the term of this Agreement or (ii) acquire from the disclosing Party at any time, and will not during the term of this Agreement or thereafter, use the disclosing Party's Confidential Information for its own benefit or disclose or permit any of its employees or agents to disclose the Confidential Information to any other person; provided, however, that the recipient Party may disclose the disclosing Party's Confidential Information to such employees, agents and Affiliates of the recipient Party who need to know such Confidential Information for the purpose of effectuating this Agreement and who have been informed of and have agreed to protect the confidential nature of such Confidential Information. For purposes of this Clause 12, the term "Party" shall include the Party's Affiliates. As used herein, the term "Affiliate" shall mean, as to any person or entity, any other person or entity that controls (i.e., possesses the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities, by contract, or otherwise), is controlled by or is under common control with such person or entity.

Use of Information

Nothing in this Agreement shall prohibit or limit either Party's use of information which:

(a) is now, or hereafter becomes, publicly known or available through lawful means;

(b) is rightfully in recipient's possession, as evidenced by recipient's records;

(c) is disclosed to recipient without confidential or proprietary restriction by a third party who rightfully possesses the information (without confidential or proprietary restriction);

(d) is independently developed by recipient without any breach of this Agreement; or

(e) is the subject of a written permission to disclose provided by the disclosing party. In the event either Party receives a subpoena or other validly issued administrative or judicial process requesting Confidential Information of the other Party, it shall, to the extent reasonably practicable and lawfully permitted, provide prompt notice to the other Party of such receipt and permit the other Party an opportunity to obtain a protective order with respect to such Confidential Information.

Return of Confidential Information.

Upon the termination or expiration of this Agreement, or upon request from the disclosing Party, the non-disclosing Party shall return all Confidential Information to the disclosing Party or destroy all Confidential Information and certify in writing that it has returned or destroyed all such information to the disclosing Party and has not kept any copies of the Confidential Information. The obligation of each Party with respect to the Confidential Information shall survive the termination or expiration of this Agreement for a period of three (3) years.

Publicity

No publicity, including, but not limited to press releases, concerning this Agreement, the Spiderline Services provided hereunder, and/or the relationship between the Parties by either Party, shall be issued by either Party without the prior written consent of the other Party which shall not be unreasonably withheld.

Intellectual Property

Each party acknowledges that the other party, and its Affiliates own and retain all trademarks, service marks, trade names, logos, designations, copyrights and other proprietary rights in or associated with the other Party, its Affiliates, as applicable, and agrees that it will not at any time during or after the term of this Agreement assert or claim any interest in or do anything that may adversely affect the validity of any trademark, service mark, trade name, logo, designation or copyright belonging to or licensed to the other Party, its Affiliates, (including, without limitation, any act or assistance to act which may infringe or lead to the infringement of any of the proprietary rights of the other Party, its Affiliate).

13. Billing

1. Resellers who buy Spiderline Services through the Program will be deemed to be customers of Spiderline. Accordingly, all of our operating procedures concerning customer applications, customer service, and sales of our services will apply to those customers. We may change our policies and operating procedures at any time.

2. We will bill you monthly for all services purchased by you under this Agreement. Our bill will detail each service in such a way as to allow you to identify which service charges are attributable to each of your customers provided that such information is provided to us at the time that each service is first purchased. Regular recurring charges will be billed in advance and variable usage charges will be billed in arrears.

3. Bills for partial periods shall be prorated.

4. You are responsible for payment of all fees to Spiderline in relation to all Spiderline services bought by you and from you by your Customers. In the event that you fail to pay for the services provided under this Agreement, or in the event there shall exist any delinquency in the your account then, in such event, we reserve the right, in our sole, absolute and unfettered discretion, to terminate this Agreement and/or discontinue service to you without notice or liability for actual, compensatory or consequential damages to you or your customers for the interruption in service. We may discontinue or suspend service to you and your customers until payment is made. Any service disconnection or suspension may result in the requirement for you to pay us a re-connection fee which shall be equivalent to 25% of the outstanding and undisputed balance of your account at the time of reinstatement.

5. e. Your Customers who buy Spiderline services from you via this Reseller Agreement will be deemed to be your Customers. You are responsible for billing your Customers.

14. Discount Structure

Discounts from the Spiderline list prices published at <http://www.spiderline.com/pricing/> shall be as stated in Schedule 1 to this agreement. We reserve the right to change the:

(i) list prices at any time with thirty (30) days advance notice to you and;

(ii) discount structure at any time with thirty (30) days advance notice to you.

15. Service Activation and Cancellation

1. Where provision for the online activation of services does not exist, requests for the activation of new services for you or your customers must be made either

   (i) by email to support@spiderline.com or

   (ii) by completion of the support request form on our site at <http://www.spiderline.com/help/contact.php>.

   We must have received payment in full for the service(s) concerned before the transaction will be considered complete.

2. Requests for the cancellation of services purchased by you for your own use or that of your customers must be made either

   (i) by email to support@spiderline.com or

   (ii) by completion of the support request form on our site at <http://www.spiderline.com/help/contact.php>.

16. Licences and use of Spiderline Logos

1. There is no obligation on you to identify Spiderline as the provider of services under this agreement.

2. We grant you a non-exclusive, non-transferable, revocable right (i) to access Our Site through Links solely in accordance with the terms of this agreement and (ii) solely in connection with such Links, to use our <Spiderline Authorized Reseller Logos>, trade names, trademarks and similar identifying material relating to us (collectively, the "Licensed Materials"), for the sole purpose of establishing a Link to Our Site. You may not alter, modify or change the Licensed Materials in any way.

3. To maintain the quality of Spiderline advertising and promotional materials, you must submit a copy of any web pages or advertisements making use of the Licensed Materials for approval prior to publication to support@spiderline.com. We will review the use of the Licensed Materials and notify you of approval within five business days of submission. You shall not use the Licensed Materials in any manner that is disparaging or that otherwise portrays us in a negative light. We reserve all of our rights in the Licensed Materials and of our other proprietary rights. We, in our sole discretion, may revoke your license at any time, by giving you written notice.

4. The licenses described in this Clause 11 shall expire upon the effective date of the expiration or termination of this Agreement.

17. Spiderline Activities

1. The Parties acknowledge and agree that during the term of this Agreement Spiderline will conduct sales and marketing activities (including through or in cooperation with other resellers) with respect to services that are the same as, or similar to, the Spiderline Services offered to you under this agreement, and that no agreement has been reached between the Parties to make any division of area in which they will both be conducting sales, whether by customer, industry, or geographical location.

2. Spiderline agrees not to make any direct sales approaches to your customers without your express written agreement except

   (i) where you are placed into administration or receivership or are declared bankrupt or

   (ii) where your account with Spiderline becomes overdue by more than 90 days. In either of these events Spiderline reserves the right to approach the Customers and offer to form a direct contractual relationship with those Customers.

18. Term of this Agreement and Termination

1. This Agreement will begin upon our acceptance of your Program application and continue indefinitely unless terminated in accordance with this Agreeemnt or under one of the following events:

   (i) Upon the expiration of the initial or any successive term by you notifying us at least thirty (30) days prior to the expiration of the then current term that you desire to terminate the Agreement

   (ii) By us notifying you with at least thirty (30) days notice that we desire to terminate the Agreement, with or without cause.

   (iii) Despite the above paragraph, we may immediately terminate the Agreement in relation to any or all Products and Services provided by us to you if:

   • In our sole discretion we deem that you are in breach of this Agreement and have not remedied such breach within 10 days of being notified of such breach by us; and

   • immediately if a receiver, provisional liquidator, administrator or other like person is appointed over any of your undertakings or assets or if you enter into arrangement with any of your creditors or any class of your creditors or you become insolvent or otherwise are unable to pay your debts when they fall due.

   (iv) If you wish to terminate the Agreement following notification of a modification to these terms and conditions in accordance with clause 4 below within 7 days of receiving notification.

You are only eligible to discounts on sales occurring during the term. Within one (1) day of any termination of this Agreement you shall discontinue the use of the Licensed Materials provided under Clause 11 above.

19. Independent Investigation

You acknowledge that you have read this Agreement and agree to all its terms and conditions. You understand that we may at any time (directly or indirectly) solicit customer referrals on terms that may differ from those contained in this Agreement or operate web sites that are Similar to or compete with your site. You have independently evaluated the desirability of Participating in the Program and are not relying on any representation, guarantee, or statement other than as set forth in this agreement.

20. Force Majeure

Neither Party shall be deemed in default of this Agreement to the extent that performance of its obligations or attempts to cure any breach are delayed or prevented by reason of any act of God, war, fire, natural disaster, accident, act of government, strikes, unavailability of material, Telco capacity or supplies, any failure of a Third Party Provider to supply goods or services associated with or comprising a Spiderline Service, shortages of or failure to deliver hardware and/or software not attributable to an act or failure to act of the Party seeking the protection of the force majeure or any other cause beyond the reasonable control of such Party ("Force Majeure"), provided that such Party gives the other Party written notice thereof promptly and, in any event, within fifteen (15) days of discovery thereof. In the event of such a Force Majeure, the time for performance or cure shall be extended for a period equal to the duration of the Force Majeure.

21. Notices

Notices under this Agreement shall be in writing and shall be deemed given when delivered

(i) personally,

(ii) by e-mail (with confirmation of receipt),

(iii) by overnight mail or conventional mail (registered or certified, postage prepaid with return receipt requested) or

(iv) by facsimile. Notices shall be addressed to the Parties at the addresses appearing below their signatures on this Agreement, but each Party may change the address by written notice in accordance with this paragraph.

22. Parties and Signatories

For and on behalf of:		For and on behalf of:
Spiderline LLC 14525 SW Millkan Way, #35659 Beaverton, OR 97005-2343 United States
Name: ____________________________		Name: ____________________________
Position: ____________________________		Position: ____________________________
Signature: _________________________		Signature: _________________________
Dated: ____________________________		Dated: ____________________________

The Spiderline Reseller Discount structure is built to attract small VAR or reseller shops with no minimum sales volume requirements, as well as larger IT distributors, resellers or system integrators with exceptionally high sales volumes.

The resellers discount is based on the total list price value (List Price Value) of all services sold to the Reseller. The Discount Percentage is applied to the List Price Value and the resultant total is billed to the Reseller.

The current list price values of all services are available at <http://www.spiderline.com/pricing/>.