Big Guy Enterprises, Inc., Inc., Reseller Agreement

This Big Guy Enterprises, Inc., Inc., Reseller Agreement ("Agreement") is between Big Guy Enterprises, Inc., Inc. ("GroupSpark"), a Massachusetts Corporation, and the GroupSpark Authorized Reseller ("Reseller") to provide Exchange Hosting ("Hosting") to Reseller and Reseller clients on GroupSpark network of shared servers.

Relationship
Reseller is an independent contractor and not a partner, joint venture, franchisee, agent, or employee of GroupSpark. Reseller shall not represent their relationship with GroupSpark as anything other than an independent contractor or reseller. As well, GroupSpark Corporation shall not refer to Reseller as anything other than a reseller, independent contractor, consultant, or other designation as expressed by Reseller and agreed upon by GroupSpark.

Billing
GroupSpark will bill Reseller by credit card or ACH for all services, generally within the first week of each month. Other terms may be extended solely at the discretion of GroupSpark. Reseller is responsible for billing and collecting from Reseller's clients. Reseller is solely responsible for income, taxes and expenses related to this Agreement. Bills for partial periods shall be prorated.

Discount Structure
Discounts from the GroupSpark list prices shall be as stated in official, signed Reseller Agreement, and are based on the Reseller Plan chosen. GroupSpark reserves the right to change the (i) list prices at any time with thirty (30) days advance notice to Reseller and; (ii) discount structure at any time with thirty (30) days advance notice to Reseller.

Marketing
Resellers may use the GroupSpark Authorized Reseller Logos on their web site and on advertisements. To maintain the quality of GroupSpark advertising and promotional materials, Resellers must submit a copy of any such web pages or advertisements for approval prior to publication. GroupSpark will review use of logo and notify Resellers of approval within five business days of submission.

Termination
Either party may terminate this agreement at any time for any or no reason in such party's sole discretion.

Content
Although GroupSpark has a policy of not monitoring or policing the content you place on our servers, when questionable material comes to GroupSpark's attention, GroupSpark reserves the right to remove without notice any content that, in GroupSpark's sole opinion, may result in a violation of any federal, state, common or international laws or regulations or that may be offensive to GroupSpark or to other users.

Publicity
Except in the course of performing pursuant to this Agreement, the parties shall not publicize this Agreement, the terms hereof or the efforts to be or made in connection with performing pursuant to this Agreement without the express prior written permission of the other party.

Treatment And Protection Of Confidential Information
The parties agree to take reasonable steps to protect the other’s confidential information. The parties agree not to: (a) use, except as required by the normal and proper course of performing under this Agreement, (b) disclose, (c) copy, or (d) allow access to, the other’s confidential information without express prior written consent or as may be required by law or by action of a competent government authority subject to the party compelled to disclose good faith efforts to meet such requirement subject to a confidentiality agreement or protective order. These restrictions will continue to apply as long as the confidential nature of the information is maintained and shall survive the expiration or termination of this Agreement.

No Guarantees
There are no guarantees whatsoever made by either party as to the results of efforts in connection with this Agreement. There are no warranties, promises or statements made by either party except as specifically stated herein with respect to any matter. Neither party has made no affirmation of fact or promise relating to the services or duties that have become any basis of this Agreement other that as stated herein, and the parties acknowledge that they have relied on no warranties, promise or statements other than those expressly set forth in this Agreement. The parties acknowledge that any estimates, projections, or forecasts provided to it by or on behalf of the other party are only estimates and are not representations that such estimates will be realized.

Entire Agreement
This Agreement contains the entire agreement between the parties as to the subject hereof. This Agreement supersedes all prior oral and written agreements between the parties as to the subject hereof. This Agreement may not be modified or amended except by writing signed by an officer of BizLand and an officer or principal of Partner.

Waiver of implied warranties
With respect to the Hosting, GroupSpark provides services to Reseller and Reseller clients on an "as is" basis. GroupSpark EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

Waiver of Damages
GroupSpark 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 Reseller's or Reseller clients' use of the Hosting, including without limitation any errors or omissions, any content, any delay or failure of performance, or the unavailability or interruption of service. Accordingly, GroupSpark 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, ATTORNEYS' FEES) IN ANY WAY DUE TO, RESULTING FROM, OR ARISING IN CONNECTION WITH THE WEB HOSTING SERVICES OR THE FAILURE OF A PARTY TO PERFORM ITS OBLIGATIONS, REGARDLESS OF ANY PARTY'S NEGLIGENCE. RESELLER ALSO AGREES TO INDEMNIFY AND HOLD HARMLESS GroupSpark FROM ANY CLAIMS RESULTING FROM THIS AGREEMENT. Termination of this Agreement shall be Reseller's sole and exclusive remedy for any and all damages or injury.

Warranty Limitation
Big Guy Enterprises, Inc. AND ITS CONTENT ARE PROVIDED "AS IS", WITH NO WARRANTIES WHATSOEVER. ALL REPRESENTATIONS AND/OR WARRANTIES OF ANY KIND, EITHER EXPRESSED, IMPLIED OR STATUTORY, INCLUDING, WITHOUT PARTICULAR LIMITATION TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS, ARE EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW. ALL MEMBERs ACKNOWLEDGE THAT ANY WARRANTY THAT IS PROVIDED IN CONNECTION WITH ANY PRODUCT AND/OR SERVICE AVAILABLE THROUGH Big Guy Enterprises, Inc. IS PROVIDED SOLELY BY THE OWNER, ADVERTISER, OR MANUFACTURER OF THAT PRODUCT AND/OR SERVICE, AND NOT BY Big Guy Enterprises, Inc..

General
If any provisions of this Agreement are deemed invalid or unenforceable under applicable law, the remaining provisions will continue in full force and effect. GroupSpark's failure to enforce any provision of this Agreement shall not constitute or be construed as a waiver of that provision or of the right to enforce it at a later time. This Agreement shall be governed by the laws of the Commonwealth of Massachusetts. This Agreement contains the entire understanding between GroupSpark and Reseller for provision of Hosting. This Agreement supersedes and cancels any and all prior and contemporaneous oral and written understandings or agreements on this subject matter, except the Hosting Terms & Conditions. Continued use of GroupSpark services constitutes continued acceptance of this Agreement, including any and all modified terms.