Reseller Program Description

(Last Modified December 11, 2008)

Program Summary:

The SmartWebPros.com, Inc. ("Company") Reseller Program allows participating web designers, web developers, consultants, and others the opportunity to purchase Company products and services to end-user clients (each, a Reseller Customer) on a commission basis. The Reseller is wholly responsible for providing support to its Reseller Customers and may utilize the Company to deal with the Reseller Customer. Company will assign an Account Manager to the Reseller, who will address all of the Reseller's sales related needs and will act as the first point of contact.

Eligibility Requirements: To qualify as a Reseller, an applicant must:

·                     Be an active business, headquartered in Canada or the United States, with a business plan that involves the reselling of web site development and hosting services;

·                     Agree to this Program Description and the Terms and Conditions; and

·                     Submit a Program Application that is reviewed and approved by Company.

·                     Pay the first $100 Annual Company Reseller Program Fee.

Reseller Levels, Benefits and Commissions. Company will provide a Reseller with a commission based upon product type and Reseller level. The Reseller may resell the applicable products and services to the Reseller Customer at price set by the Company or at a higher price as determined by the Reseller. Company Shared Reseller levels, discounts and other benefits can be obtained by calling the SmartWebPros.com Inc Sales Department.

Entry Reseller Level: At least one active customer = 10% commission

Bronze Reseller Level: At least 5 active customers = 15% commission

Silver Reseller Level: At least 10 active customers = 20% commission

Gold Reseller Level: At least 20 active customers = 25% commission

Platinum Reseller Level: At least 50 active customers = 30% commission

Partner Reseller Level: At least 100 active customers = 50% commission

 

Reseller Obligations: Every Reseller participating in the Program must comply with the following:

1.                   Technical Support The Reseller must provide its Reseller Customers with any needed support. The Reseller may direct its Reseller Customers to contact Company directly for this purpose.

2.                   Sales Support The Reseller must provide its Reseller Customers with any needed, sales and general information support they may need. The Reseller may direct its Reseller Customers to contact Company for this purpose.

3.                   Product Labeling The Reseller may provide the products and services with its own name (except for third party products that are passed through).

4.                   Business Conduct The Reseller must conduct its business with high levels of integrity and fair dealing. The Reseller should maintain a reputation for fair dealing and customer service at the highest levels.

5.                   Terms of Service The Reseller must abide by the provisions of Company's Terms of Service, as they may be modified from time to time. The Reseller should impose conditions of service on its Reseller Customers that are at least as stringent as those imposed by Company. Without limiting the foregoing, the Reseller must cause its Reseller Customer to comply with Company's Acceptable Use Policy, as the same may be modified from time to time. If any Reseller customer violates the Company Acceptable Use Policy, Company may terminate or suspend the Hosting Services for such Reseller Customer. Reseller may be held wholly responsible for any communications that may be necessary or appropriate with respect to such Reseller Customer

Company Obligations: Company will provide the following for the Reseller:

1.                   Website Company will build an individual website to act as the Reseller's own website hosted as a sub-domain under livewebpros.com but with the Reseller’s own branding look to help for sales support and sales-related inquiries.

2.                   E-mail Company will provide Reseller with an email address under livewebpros.com.

3.                   Support Company will provide phone support site that includes: Billing, DNS Management, Policies & Procedures, Customer Support Online demos, and tutorials.

4.                   Other Features Company will provide cooperative marketing opportunities, phone-line training, product information downloads, and unbranded Web-based administrative tools to allow customers to manage their sites.

Other Terms and Provisions:

1.                   Changes Company may modify the content, terms and conditions of the Reseller Program from time to time. The Reseller should re-visit the Program Description on Company's web site from time to time to stay abreast of such changes. Any change to the Program Description will be effective immediately when posted to Company's web site. When feasible, Company will endeavor to provide Reseller with advance notice of changes to the Program.

2.                   Updated Information The Reseller must keep Company informed of changes in the Reseller's contact information and other information contained in the Program Application by either (a) providing e-mail notification of such changes to the Account Manager, or (b) using such other online notification tools as Company may provide for such purpose.

3.                   Reseller Level Reseller levels are based upon the number of active Reseller Customer accounts in good standing. A Reseller Customer becomes inactive when he/she cancels their hosting service with Company directly or indirectly (through Reseller). An account not in good standing when an invoice for that account is past due, or when an NSF cheque has been issued towards that account for which full payment has not been made, or when the Company deems the account to be represented by individuals who are abusive of the Company’s services or employees. The number of active Reseller Customers in good standing may change the Reseller level for which the Reseller qualifies. If, as a result of a change in the number of active Reseller Customer accounts in good standing, the Reseller then qualifies at a different Reseller level or fails to qualify for the First Reseller level, the Reseller will only be eligible for the commission rate at the new applicable Reseller level or not at all if the Reseller fails to qualify at the First Reseller level. In this event, the Reseller will be paid as follows:

(a) With respect to any change in Reseller level that results in an increased commission rate, the new commission will be applied prospectively to new orders for products and services and invoices for existing active Reseller Customer accounts billed after the date such change becomes effective. No new commission rate will be applied to amounts previously invoiced on existing accounts.
(b) With respect to any change in Reseller level that results in a decreased commission rate, the new commission rate will be applied prospectively to new orders for products and services and invoices for existing active Reseller Customer accounts billed after the date such change becomes effective; provided.

4.                  Fees All Resellers must pay an annual Reseller fee of $100 which must be pre-paid annually.