Email Reseller Agreement

This Email Reseller Agreement defines the rights and responsibilities of each of us with respect to your participation in the Email Reseller Program (“the Program''). This Agreement shall be applicable only in the event and to the extent you are eligible for participation in the Program, as determined by MX Layer. 

BACKGROUND

1. MX Layer provides mail hosting services both directly to customers and via email resellers;
2. You desire to become a reseller of MX Layer email hosting services;
3. The Parties desire to create a framework under which Email Resellers will receive a discount for participation in the Email Reseller Program. 

NOW, THEREFORE, for good and valuable consideration, MX Layer and Reseller agree as follows:

1. TERMS AND CONDITIONS. By execution of this Agreement, we appoint you as a MX Layer Email Reseller and grant you the non-exclusive right to resell Email Hosting Services (the “Services”) that MX Layer provides to you to third parties pursuant to the following terms and conditions:
1. The General Terms and Conditions located at:
   http://www.smtpio.com/legal/generalterms as of the date you resell the Services;
2. The Mail Hosting Services Terms and Conditions located at:
   http://www.smtpio.com/legal/mailterms as of the date you resell the Services; and
3. The additional Email Reseller terms located in this Email Reseller Agreement.

2. ELIGIBILITY. To be eligible for participation in the Program, you agree to:

1. Provide first-level support to the end-users to whom you have resold the Services;
2. Provide billing and accounting support to the end-users to whom you have resold the Services and, where applicable, to their end-users; 
3. Provide marketing and sales communications to prospects that will be consistent with the documentation and training you receive from MX Layer;
4. Refrain from any disparagement of MX Layer, its products, services or personnel and represent MX Layer favorably to all customers, prospects and market participants during the term of this Agreement and for a period of one (1) year thereafter.
5. not to make
1. any representation or warranty whatsoever on behalf of MX Layer;
2. any representation or warranty concerning the quality, performance or other characteristics of the Products and Services other than those which are consistent in all respects with, and do not expand the scope of, the warranties set forth in this Agreement;
3. any commitment to modify or enhance any Product or Service; or
4. any statement, representation or act indicating that you own or otherwise have any rights to the Products and Services except as expressly provided in this Agreement;
   
   

3. PRICING. Products and Services you are eligible to purchase and resell are listed in the MX Layer Reseller Price List.

1. Discount tiers are applied to the Reseller Price List and will be based on purchase volume
2. MX Layer may modify its Email Reseller Program terms, including the Reseller Price List and Discount tiers, at any time in its sole discretion by giving you advance written notice (which includes notice posted in the Control Panel) of at least thirty (30) days. 

4. BENEFITS. In addition to Reseller Pricing and Discount tiers, you will have access to the following resources:
1. Access to sales and marketing resources
2. Easily create co-branded collateral
3. Partner Newsletter
4. Partner webinars and events
5. Use of MX Layer Logo in related sales and marketing material
6. Unlimited, non-SSL, Private Label Webmail Sites
7. Full access to REST API & Secure web-based Control Panel

4.1. ADDITIONAL TERMS. The following additional terms shall apply to your use and resale of the Services. 

4.2. No Third Party Beneficiaries. Your End Users are not parties to or beneficiaries of this Agreement between you and MX Layer.

4.3. Written Agreement. You must require your End Users to sign a written contract that includes the following:

1. an acknowledgement that such End User will abide by MX Layer’s Acceptable Use Policy found at: http://www.mxlayer.com/legal/aup as of the date of your signature below (the “AUP”) and shall have no rights against MX Layer in connection with the Services that you are reselling and,
2. a prohibition against high risk use of the hosting services: “No High Risk Use. You may not use the [email services] in any situation where failure or fault of the [email services] could lead to death or serious bodily injury of any person, or to physical or environmental damage.  For example, you may not use, or permit any other person to use, the [email services] in connection with aircraft or other modes of human mass transportation, nuclear or chemical facilities, or medical life support devices.”  You may use a term other than “email services” in this clause, as appropriate to the language in your contract with your End Users.

4.4. Export Matters. Resellers may not resell Email Hosting Services to a country specified as a prohibited country under applicable law or Export rules. You represent and warrant that you are not on the United States Department of Treasury, Office of Foreign Asset Controls list of Specially Designated National and Blocked Persons and are not otherwise a person to whom MX Layer is legally prohibited to provide Services.

5. TERMINATION. 

5.1.Termination by MX Layer. MX Layer may terminate your participation in the Email Reseller Program as follows: (i) at any time in its sole discretion on thirty (30) days advance written notice; (ii) for breach if you fail to comply with the terms of this Agreement and do not cure the failure within thirty (30) days of our written notice; or (iii) immediately for your breach of the terms of Section 4.4 (Export Matters) above. Nothing in this Agreement modifies MX Layer’s right to suspend or terminate your Services (including resales) as provided in the General Terms and Conditions or applicable Services Agreement. 

5.2  Termination by Reseller. Resellers may terminate participation in the Email Reseller Program at any time upon thirty (30) days advance written notice to MX Layer. However, no discounts will be paid or accrued for the remaining portion of the then-current term, as applicable. For the avoidance of doubt, in the event of termination, you will not be entitled to a refund or credit of minimum monthly amounts already paid to MX Layer. 

5.3  Effects of Termination. In the event of termination of your participation in the Email Reseller Program, you are responsible for working with your end users to migrate resold accounts to direct accounts with MX Layer or to a new provider.