By initiating an order with ClearDelta, Inc. you are promising:
• if you are a ClearDelta Customer, that you have read, understand and agree for yourself and your users of the services to be bound by the terms, conditions, and policies set forth herein except those applicable only to Resellers;
• if you are a Reseller, that you have read, understand and agree to be bound to all the terms, conditions, and policies set forth herein applicable to both ClearDelta Customers and specifically to Resellers, and that you will resell Network Monitoring Services only in compliance with these Terms of Service.
Definitions
In this Terms of Service the following terms will be used and have the subsequent definitions assigned to them:
• Control Panel: a website and application programming interface (API) that allows Customers, Resellers, and Reseller Accounts to manage their account settings online.
• Customer(s): purchaser(s) of Network Monitoring Services directly from ClearDelta, including Resellers.
• Effective Date: the date an order for Network Monitoring Services is submitted to ClearDelta by a Customer and payment has been received for the first month's services; and in the case of Resellers, the date the Reseller is approved by ClearDelta and a properly executed order form has been received by ClearDelta.
• Network Monitoring Services: the capability acquired from ClearDelta to send and receive device information through the Internet, via SNMP and HTTP protocols.
• Initial Period: the period commencing on the Effective Date and continuing for the amount of time selected by the Customer during the ordering process.
• Renewal Period: each period equal and subsequent to the Initial Period for which this Agreement shall be automatically renewed on these Terms of Service unless and until this Agreement is terminated as provided herein.
• Reseller Account(s): purchaser(s) of Network Monitoring Services from Resellers.
• Reseller(s): purchaser(s) of Network Monitoring Services from ClearDelta for the purpose of reselling the services to their respective customers. Provisions pertaining specifically to Resellers override conflicting provisions applicable generally to Customers.
• Uptime Guarantee: guarantee by ClearDelta that the Network Monitoring Services will be available 90% of the time during any calendar month, subject to and in accordance with the further provisions of this Agreement.
• User(s): user(s) of Network Monitoring Services, whether purchased directly from ClearDelta or from a Reseller.
• ClearDelta Network: the network infrastructure, hardware and software used to provide Network Monitoring Services.
• ClearDelta: the company providing Network Monitoring Services pursuant to this Agreement.

General Terms for Network Monitoring Services
Modification of Terms of Service
ClearDelta may modify this Agreement at any time. Customer can reference http://www.ClearDelta.com/tos for the most current version of this Agreement. ClearDelta will provide the date for the most recent modifications on the website. Material changes, as determined by ClearDelta, will be noticed to Customer (or, in the case of a Reseller, its Reseller Accounts) using any of the contact methods provided by Customer. The Customer's continued exercise of the rights provided by this Agreement, for five business days after notice of the modification is given (or after 90 days after notice is given in the case of modifications in pricing) will constitute an affirmative acknowledgement by the Customer that the Customer has read, understands and agrees with such modification at which time the modification shall be considered part of this Agreement.
Period of Performance
This Agreement shall become effective as to each Customer on the Effective Date. The Period of performance of this Agreement will commence on the Effective Date and will continue for the Initial Period. Thereafter, this Agreement will automatically renew for successive Renewal Periods unless and until this Agreement is terminated as herein provided.
Term and Payments
On or before the Effective Date Customer agrees to elect a term for this Agreement and a payment plan which will determine the amount and timing (e.g. monthly, quarterly or yearly) of Customer's payment obligations. The amount of such payments shall be determined according to the pricing schedule in effect on the Effective Date. These fees will remain in effect unless modified by ClearDelta in accordance with this Agreement. Customer's first payment shall be due on or before the Effective Date and remaining payments will be due and payable to ClearDelta in accordance with the selected payment plan, and will be automatically debited from such Customer's credit card prior to that date or, in the case of Reseller, paid in currently available funds, unless other payment arrangements are made with ClearDelta. Unless terminated in accordance with the other provisions of this Agreement prior to the expiration of the Initial Period or any Renewal Period this Agreement shall be automatically renewed for the same term and on the same payment plan as in effect for the immediately preceding term with the first payment hereunder due on or before the first day of the Renewal Period. Any payments not made when due will be subject to an interest charge of 2.5% per month, unless such rate of interest is not permitted by applicable law in which case, the interest charge will be the highest interest permitted by applicable law. If any required payment is not paid in full by Customer when due, ClearDelta may, in its sole discretion, may disable Customer (and in the case of a Reseller, the Reseller Accounts) access to network monitoring until payment is received or this Agreement is terminated. ClearDelta reserves the right, in its sole discretion, to obtain a credit report on Customer at any time and from time to time.
Taxes
Customer shall be responsible for the payment of all taxes associated with this Agreement or its use or, in the case of Reseller Accounts, the sale of the ClearDelta Network Monitoring Services (other than taxes based on ClearDelta net income) and the Reseller Account's use of Network Monitoring Services, including, but not limited to, personal property taxes, import taxes, taxes on telecommunication services, information services, data processing services or similar governmental charges that may be assessed by any jurisdiction, whether based on gross revenue or delivery of products or services. If ClearDelta is required to pay any such taxes directly, Customer shall, upon receipt of the ClearDelta invoice, reimburse ClearDelta for any amount that ClearDelta has paid.
Right to Set-off
ClearDelta may, without limiting or waiving any other right or remedy against Customer, set off against and apply to any amounts, which are due, and owing to ClearDelta by Customer all amounts due and owing by ClearDelta to Customer until all amounts owing to ClearDelta have been paid.
Effect of Termination and Non-Renewal
In the event that this Agreement is terminated or Customer elects not to renew Network Monitoring Services with ClearDelta, ClearDelta will work to ensure a smooth transition for Customer and Customer's data. Customer data is maintained on the ClearDelta Network for 10 days. Customer must request an export of their data within 10 days of notifying ClearDelta of the termination or non-renewal. ClearDelta will use commercially reasonable efforts to make the data available to Customer within 14 days of the request. Payment for any obligation owed by Customer to ClearDelta must be rendered prior to the transfer of Customer's data export to Customer.
Termination
Either ClearDelta or Customer, who is not in material breach of this Agreement, may terminate this Agreement by giving the other party at least 30 days prior written notice specifying the date of termination. A Customer who terminates pursuant to the immediately preceding sentence shall be eligible for a refund of any prepaid fees applicable to a period (measured in full months) after the effective date of such termination.
Exceptions to the thirty-day notice requirement include:
1. ClearDelta may terminate this Agreement with immediate effect if Customer violates (or in the case of Reseller, any Reseller Account, causes a violation of) provisions of Customer's Responsibilities or violates (or causes a violation of) ClearDelta's Acceptable Use Policy or breaches (or causes a breach of) Customer's confidentiality obligations.
2. Customer shall be deemed to have automatically terminated this Agreement if Customer fails to accept any proposed modification by ClearDelta.
3. In the case of Network Monitoring Services, Customer may terminate this Agreement if ClearDelta fails to comply with the Uptime Guarantee according to the provisions provided therein.
In the event ClearDelta terminates this Agreement on account of a material breach, Customer shall not be entitled to a refund of any amounts previously paid.
Notwithstanding any termination or nonrenewal, this Agreement shall remain in effect only to the extent that, and only for as long as, it is necessary to provide the parties with the ability to enforce the rights and remedies that are intended to survive termination or nonrenewal.
Either party shall have the right to terminate this Agreement in the event either party (a) terminates or suspends its business, (b) becomes subject to any bankruptcy or insolvency proceeding under Federal or state statute, (c) becomes insolvent or becomes subject to direct control by a trustee, receiver or similar authority, or (d) has wound up or liquidated, voluntarily or otherwise.
Customer understands and agrees that in the event of a termination ClearDelta shall terminate service to a Reseller regardless of the commitments made by the Reseller to any Reseller Account, and ClearDelta shall have no liability with respect thereto.
Privacy Policy
ClearDelta will adhere to the ClearDelta Network Monitoring Privacy Policy set forth at http://www.ClearDelta.com/privacy and incorporated herein by reference with respect to the collection and use of Customer's (or Reseller Account's) personal information by ClearDelta.
Rights
Notwithstanding anything to the contrary stated herein, ClearDelta maintains all rights, title, and interest in the Network Monitoring Services and all software applications underlying such Network Monitoring Services excluding any software applications acquired through commercial vendors or the open-source community. Unless Customer is a Reseller and qualified as such hereunder, Customer may only use the Network Monitoring Services for internal business purposes and may not use such services in a resale capacity or allow or share access to such services.
ClearDelta reserves all rights to use the Network Monitoring Services whatever manner it chooses, including provision of identical or similar services to other ClearDelta customers. Nothing herein shall be deemed to restrict such rights.
Warranties
ClearDelta makes no promises or warranties that are not expressly provided in the other terms of this Agreement. In addition, ClearDelta does not warrant (a) that the functions contained in the ClearDelta Network Monitoring Services provided will meet Customer's (or in the case of a Reseller, any Reseller Account's) requirements or (b) that the operation of the ClearDelta Network Monitoring Services will be uninterrupted, accurate or error free.
EXCLUSION. THE WARRANTIES AND GUARANTEES EXPRESSLY PROVIDED IN THIS AGREEMENT ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, GUARANTEES AND CONDITIONS, EXPRESSED, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT AND NONINFRINGEMENT.
Indemnification
In the event that any suit is brought based on a claim that the Network Monitoring Services delivered by ClearDelta infringe any copyright, trade secret, patent or other property right of any third party, the exclusive remedy against and the only obligation of ClearDelta shall be for ClearDelta, at its sole option, (i) to defend Customer (and for Resellers its Reseller Account) against, and if determined appropriate in sole and exclusive judgment of ClearDelta, settle a claim of infringement, all at the expense of ClearDelta, or (ii) to procure the right of Customer to continue to use the ClearDelta Network Monitoring Services at issue, or (iii) to replace or modify the infringing portion of the ClearDelta Network Monitoring Services at issue so that it becomes noninfringing or (iv) terminate Customer's (or in the case of a Reseller, its Reseller Accounts') use of the ClearDelta Network Monitoring Services at issue and refund three months of fees paid by Customer for using ClearDelta Network Monitoring Services. Exclusions: ClearDelta shall not be liable for infringement claims based on (i) the combination, operation or use of ClearDelta Network Monitoring Services with hardware, data, content or software not supplied by ClearDelta; or (ii) modifications to the ClearDelta Software if the modifications were not made by ClearDelta.
Customer agrees to indemnify, defend and hold harmless ClearDelta and its directors, officers, employees and agents, against any and all losses, damages, liabilities, judgments, awards and costs (including legal and expert witness fees and expenses) arising out of or related to any breach by Customer of this Agreement or claims by third parties arising from Customer's (or in the case of a Reseller, it's Reseller Account's) use of ClearDelta Network Monitoring Services provided by ClearDelta hereunder.
Limitation of Liability
Notwithstanding anything to the contrary herein: (a) ClearDelta will not be liable for any losses, claims, expenses or damages arising out of use, or inability to use, the Network Monitoring Services; and (b) ClearDelta will not be liable for unauthorized access to or alteration, theft or destruction of Customer's (or in the case of a Reseller, its Reseller Accounts') data files, programs, procedures or information through accident, fraudulent means or devices, or any other method, unless such access, alteration, theft or destruction is caused as a result of ClearDelta gross negligence or intentional misconduct.
The entire ClearDelta liability and Customer's exclusive remedies against ClearDelta (whether in contract, tort, warranty, or otherwise) are set forth in this Agreement. The ClearDelta total liability to Customer for damages (regardless of the form of action, whether in contract, tort, warranty or otherwise) shall in no event exceed the fees for the Network Monitoring Services paid by Customer to ClearDelta under this Agreement for the three month period immediately preceding the event which caused the damage or injury. In respect to any claim against ClearDelta by a Reseller Account in respect to any aspect of Network Monitoring Services, the applicable Reseller shall indemnify and hold harmless ClearDelta from the same and all costs and expenses incurred by ClearDelta in connection therewith.
ClearDelta shall not be liable for any special, incidental, indirect or consequential damages or for loss of profit, revenue, or data, even if ClearDelta shall have been advised of the possibility of such potential loss or damages.
Assignment
Except for the authority provided herein for a duly qualified Reseller to resell Network Monitoring Services in accordance with the terms hereof, neither this Agreement nor any rights granted hereunder may be sold, leased, assigned or otherwise transferred, in whole or in part by Customer by operation of law or otherwise, and any such attempted transaction shall be void and of no effect without the advance written consent of ClearDelta; PROVIDED, HOWEVER, that such consent shall not be required if Customer assigns or transfers this Agreement to a wholly owned subsidiary or in connection with a merger, acquisition, or sale of all or substantially all of its assets if Customer is the surviving entity, unless the assignee or surviving entity is a competitor of ClearDelta, or unless the assignee or surviving entity is not deemed by ClearDelta to be financially capable of undertaking Customer's obligations hereunder.
Waiver and Amendments
Except as expressly provided herein, no waiver, amendment, or modification of any provision of this Agreement shall be effective unless agreed to by both parties in writing. No failure or delay by either party in exercising any rights, power, or remedy under this Agreement shall operate as a waiver of any such right, power, or remedy.
Entire Agreement and Severability
This Agreement comprises the complete, final and entire Agreement between ClearDelta and Customer and supersedes any and all prior agreements between the parties regarding the subject matter contained herein. Should any term of this Agreement be finally determined by a court of competent jurisdiction to be invalid, unenforceable or otherwise contrary to law and equity, the parties agree that such provision shall be construed, limited, modified or, if necessary, severed, to the extent necessary to eliminate its invalidity or unenforceability, and that the other provisions of this Agreement shall remain unaffected. Each party agrees to pay all reasonable costs and expenses the other party incurs in successfully enforcing this Agreement, including expert witness and reasonable attorneys' fees.
Force Majeure
Neither party shall be liable for any delay or failure in performance due to Force Majeure, which shall mean acts of God, earthquake, labor disputes, changes in law, regulation or government policy, riots, war, fire, flood, insurrection, acts of terrorism, sabotage, embargo, epidemics, acts or omissions of vendors or suppliers, transportation difficulties, unavailability of interruption or delay in telecommunications or third party services (including DNS propagation), failure of third party software or hardware or inability to obtain raw materials, supplies, or power used in or equipment needed for provision of a Web site or other occurrences which are beyond either party's reasonable control. In the event that ClearDelta is prevented or delayed in the delivery or installation of ClearDelta Network Monitoring Services and Email Marketing Services for reasons beyond its control, such delivery or installation shall take place as soon thereafter as is reasonably possible.
Provision of Notice
All notices to a party shall be in writing and shall be made either through email or U.S. mail, postage prepaid. Notices to ClearDelta should be directed to ClearDelta at the address below. Notices to the Customer will be sent to the Authorized Administrative Contact as reflected in Customer's account set up.
ClearDelta, Inc.
98 Mill Plain Road
Danbury, CT 06811
Attn: Customer Relations
Tel: (203) 743-0202

The parties may change the address or designated recipient of notices hereunder by giving the other party at least five days prior notice thereof. Notices by email shall be deemed given when sent unless an undeliverable response is received. Notices by U.S. mail shall be deemed given three days after being deposited in the mail regardless of whether actually delivered or returned as undeliverable.
Applicable Laws
The validity, construction, and performance of this Agreement shall be governed by the laws of the State of Connecticut, excluding that body of law known as conflicts of laws and the United Nations Convention on Contracts for the Sale of Goods. ClearDelta and Customer agree to submit to the exclusive jurisdiction of the Danbury Municipal Court in Danbury, Connecticut, in any action or proceeding arising out of or relating to, this Agreement; and the parties waive all objections based on venue or forum non convenient with respect to such courts and they agree not to commence any legal or equitable proceeding in any other court. The parties further agree that any mediation arising out of or relating to, this Agreement shall take place in Danbury, Connecticut.
Nondisclosure/Confidentiality
Each party shall retain in confidence the terms of this Agreement and all proprietary and confidential information transmitted to the other that the disclosing party has identified in writing, or orally and then subsequently identified in writing, as being proprietary and/or confidential, and will make no use of such information except under the terms and during the Term of this Agreement. However, neither party shall have an obligation to maintain the confidentiality of information that (a) it has rightfully received from another party prior to its receipt from the disclosing party; (b) the disclosing party has disclosed to a third party without any obligation to maintain such information in confidence, (c) enters the public domain or becomes generally known to the public by some action other than breach of this Agreement by the receiving party; or (d) is independently developed by the receiving party. Each party shall safeguard proprietary and confidential information disclosed by the other using the same degree of care it uses to safeguard its own proprietary and confidential information but, in no event, shall use less than a reasonable degree of care. Each party's obligation under this paragraph shall extend for a period of three years following termination or expiration of this Agreement. A party shall be entitled to all legal and equitable remedies, including but not limited to injunctive relief, whether temporary, preliminary or final, without proof of actual damages. In the event of a termination of this Agreement, each party agrees to return to the other within 60 days of a request, any property, data sheets, schematics, samples, customer lists, confidential information, in whatever form or media which are used by a disclosing party or which are furnished to a recipient.
ClearDelta Network Monitoring Services
Description of Services
Subject to the terms of this Agreement ClearDelta will provide Network Monitoring Services to Customers and will provide to Resellers the right to sell Network Monitoring Services to Reseller Accounts in compliance with the terms hereof. Resellers only may resell Network Monitoring Services they purchase to their Reseller Accounts. Reseller Accounts shall have no right or remedy with respect to ClearDelta. ClearDelta shall have no obligation to Reseller Accounts and they shall not be third party beneficiaries of this Agreement. ClearDelta's sole obligation in respect to providing Network Monitoring Services to Reseller Accounts shall be to the applicable Reseller. ClearDelta acknowledges that each Customer will select a specific package of Network Monitoring Services and ClearDelta will provide only those Network Monitoring Services that Customer has selected to receive. Customizable Web sites and other features may be available on an upgrade basis. ClearDelta is not responsible for providing any Customer or Reseller Account with access to the Internet or paying for such services or for providing any equipment necessary to make a connection to the Internet, including but not limited to computers and network equipment.
If any information provided by Customer is false or inaccurate, ClearDelta retains the right to terminate the Customer's right to use the Network Monitoring Services (and Reseller's right to resell, and such Reseller Accounts' right to use, Network Monitoring Services) without prior notice or opportunity to cure.
Acceptable Use Policy
Customer (and Resellers guaranty that their Reseller Accounts) will adhere to the ClearDelta Acceptable Use Policy set forth at http://www.ClearDelta.com/aup and incorporated herein by reference with respect to the use of the Network Monitoring Services.
Uptime Guarantee
Guarantee by ClearDelta that the Network Monitoring Services will be available 90% of the time during any calendar month, subject to and in accordance with the further provisions of this Agreement.
ClearDelta provides to Customers the Uptime Guarantee, also know as a Service Level Agreement ("SLA"), during any period in which a Customer (or, in the case of a Reseller, it's Reseller Accounts) may use the Network Monitoring Services. The Uptime Guarantee includes only the functioning of all network infrastructures within the ClearDelta Network and does not include Scheduled Downtime. The Uptime Guarantee does not apply when Customer (or, in the case of a Reseller, its Reseller Accounts) is unable to send and receive information via the Internet as a result of a failure external to the ClearDelta Network or failures, irregularities or inconsistencies in Customer's (or, in the case of a Reseller, its Reseller Account's) connection to the Internet or in any systems or software outside of the ClearDelta Network.
If ClearDelta fails to meet the Uptime Guarantee during any calendar month, the Customer may request a refund in the amount equal to the percentage of Users that were adversely affected times ten percent (10%) of customer's monthly fee for each 30 (thirty) minutes of continuous downtime they experience. The refund will not exceed one hundred percent (100%) of Customer's monthly fee.
Refunds will be issued in the form of a credit towards Customer's next invoice, unless the affected month is Customer's last month of service, in which case the refund will be issued via check or credit card within 60 (sixty) calendar days from the end of the last service month.
If ClearDelta fails to comply with the Uptime Guarantee according to the provisions provided herein, ClearDelta will waive the 30 (thirty) day notification period for Termination, as outlined below.
Customer Responsibilities
Customer will designate qualified personnel to act as liaisons between Customer and ClearDelta, and provide electronically or in writing to ClearDelta the name(s) of such currently designated personnel at all times.
Customer is solely responsible for the Content of it's (and in the case of Resellers, their Reseller Accounts') transmissions. Customer agrees that the transmission of technical data, which is exported from the United States through the ClearDelta Network, will comply with U.S. law regarding the same. Customer further agrees that the ClearDelta Network Monitoring Services provided to Customer hereunder (and in the case of Resellers their Reseller Accounts) will not be used (a) for illegal purposes or (b) to interfere with or disrupt other network users, network services or network equipment. Interference or disruptions include, but are not limited to, propagation of computer worms and viruses, and use of the network to make unauthorized entry to any other machine accessible via the network. Violations of the foregoing may result in early termination of Network Monitoring Services by ClearDelta in the sole discretion of ClearDelta.
Upon expiration or termination of this Agreement, Customer (and in the case of Resellers, all of their Reseller Accounts) must discontinue use of the Network Monitoring Services and relinquish use of the IP address or address blocks assigned to it by ClearDelta in connection with the ClearDelta Network Monitoring Services, including pointing the DNS for Customer's domain name(s) away from ClearDelta services.
Customer is solely responsible for the administration of all end user login names and passwords for the purpose of authenticating and authorizing access to the ClearDelta Network Monitoring Services. ClearDelta provides a Control Panel that allows Customers to administer most aspects of the Network Monitoring Services, including but not limited to the end user login names and passwords. Customer (and Resellers on behalf of Reseller Accounts) are responsible to ClearDelta for maintaining the confidentiality of their Control Panel password and account and responsible for all activities (whether by Customer or by others) that occur under the Customer's (or in the case of a Reseller, the Reseller Account's) password or account. Customer agrees to notify or, in the case of Reseller, to cause a Reseller Account to notify ClearDelta immediately of any unauthorized use of a password or account or any other breach of security. ClearDelta cannot and will not be liable for any loss or damage arising from the failure by a Customer (or in the case of a Reseller, the Reseller Account) to protect its password or account information.
Customer is solely responsible for handling all communication, technical support to and business relations with end users who Customer has authorized to use the Network Monitoring Services, including but not limited to responding to inquiries and questions from end users.
Maintenance Windows
ClearDelta generally performs all system maintenance activities during a scheduled maintenance window. These windows are necessary to upgrade the system components that allow ClearDelta to meet service level commitments. The maintenance windows are currently scheduled for Saturdays and Sundays from 12:00 a.m. to 4:00 a.m. EST, though not every maintenance window is utilized. The maintenance schedule can also change.
ClearDelta attempts to perform all maintenance without the need for service downtime. However, occasionally downtime is required. ClearDelta will schedule at most one maintenance window per quarter (3 consecutive calendar months) where downtime may accrue for core Network Monitoring Services. Downtime for other services such as Control panel and API may occur during any maintenance window. If downtime is planned for any service during maintenance, ClearDelta will make an announcement prior to the date of activity.
Customer Responsibilities
The Network Monitoring Services may be used for Customer's (or Reseller Account's) business purposes only and may not be used with or by any third party.
Special Terms of Service for ClearDelta Resellers Only
Reseller Authorization
Reseller must complete and sign the ClearDelta Reseller Order Form, be accepted by ClearDelta and pay any required fee to become an authorized Reseller of ClearDelta. An authorized Reseller shall be entitled to provide Network Monitoring Services to its Reseller Accounts through ClearDelta. A Reseller shall enter into a written agreement with its Reseller Accounts regarding delivery of Network Monitoring Services. Such agreement shall at a minimum obligate Reseller Accounts in a relationship with the Reseller to the same extent that ClearDelta Customers are obliged to ClearDelta hereunder, and require Reseller Accounts to abide by the Acceptable Use Policy. ClearDelta shall have no liability to Reseller's Accounts. In the event that any liability or obligation on the part of ClearDelta arises in favor of a Reseller Account under any theory of law, such Reseller shall indemnify ClearDelta for and hold ClearDelta harmless from such liability or obligation. Reseller understands and agrees that ClearDelta could not provide Network Monitoring 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.
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 ClearDelta the right and license to access and use Content for the purpose of complying with its obligations under this Agreement.
Reseller Responsibilities:
In addition to the Customer Responsibilities, Resellers shall have the following additional responsibilities:
1. Reseller will provide support to its Reseller Accounts. ClearDelta will provide administrative support to Reseller only.
2. Reseller agrees that its Reseller Account may direct the transfer of a Reseller Account's account to another Reseller of ClearDelta provided that at the time of such transfer the Reseller Account has paid the fees due to the Reseller at such time. Reseller agrees ClearDelta may rely on written or electronic notice from the Reseller in respect to any such direction. ClearDelta will give Reseller written or electronic notice of any such direction it receives from a Reseller Account. If Reseller fails to object by written or electronic means within five days after such notice to Reseller on the basis that the Reseller Account has not paid all fees due to Reseller, ClearDelta may effectuate such transfer without liability or obligation to Reseller. If Reseller does so object within five days, then ClearDelta shall inform the Reseller Account of the same and shall not comply with its directive. Reseller agrees to indemnify ClearDelta from all claims, losses, damages, lawsuits and expenses, including but not limited to legal and expert witness fees, incurred by ClearDelta in connection with or arising from ClearDelta's failure to comply with such Reseller Account's directive. Time is of the essence.
3. Reseller agrees that its Reseller Account is the owner of their file Content of data hosted in the ClearDelta Network and that the Reseller Account may change the provision of Network Monitoring Services through the ClearDelta Network from Reseller to another Reseller and direct that such file Content then existing or thereafter arising be attributed within the ClearDelta Network to another Reseller, subject only to complying with the immediately preceding Section 2.

Last Updated: 03/04/2008