USA Domains Account Executive System - Account Executive Support Area

USA Domains
Account Executive Agreement
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This Account Executive Agreement ("AEA") or ("Agreement") is made and entered into this
_____ day of _____, in the year ______, by and between USA Domains Inc., a North Carolina corporation ("Provider") or ("USA Domains"), having its headquarters at 610 4th Street SW, Suite #7, Hickory, NC 28602, and , __________________________ a ________________________ company, corporation or individual ("Account Executive") or ("AE") having its principal place of business at ___________________________________________________________________ .

WHEREAS, USA Domains is engaged in the business of providing Web hosting, E-commerce and related Internet services (collectively known as "Services");

WHEREAS, Account Executive desires to become an authorized sales and marketing representative for USA Domains pursuant to USA Domains Account Executive Program ("AE Program"), and USA Domians wishes to engage Account Executive to promote and facilitate the sales of certain Services, as defined below;

NOW, THEREFORE, the above parties agree as follows:

I. Appointment as Authorized Account Executive. (AE)

Subject to the terms and conditions of this Agreement, USA Domains appoints Account Executive as USA Domains’s non-exclusive authorized sales representative. Such appointment is to solicit sales of USA Domains’s Services, as defined in Exhibit A hereto and as amended from time to time by USA Domains. Account Executive understands that this appointment is not "exclusive" and that USA Domains reserves the right to market and sell Services through its own employees and/or appoint other authorized sales representatives ("AE's"), both within and outside of the geographic areas in which Account Executive operates. Account Executive agrees to accept such appointment and to perform its duties under this Agreement in the foregoing capacity.

II. Duties of Provider. (USA Domains)

(a) Provide Services to customers originated by AE in accordance with this Agreement who continue to abide the terms and conditions as outlined in USA Domain's TAC (Terms and Conditions) Agreement.

(b) Provide a functional "reseller web site" which AE may promote for the sole use of soliciting potential customers, provided that USA Domains has the right to approve and/or change the content of the reseller web site at it's sole discretion.

(c) Provide to reasonable support, which includes, among other things, sales and marketing materials, polices, procedures, and online tools to assist AE in making sales.

III. Terms and Conditions of Account Executive. (AE)

(a) AE agrees to comply with the following provisions throughout the term of this Agreement.

(b) This Agreement ("AEA") comprises the entire agreement between Provider and Account Executive, and supersedes any prior agreements betweeen Account Executive and Provider with respect to the subject matter of the AEA. Provider may revise the AEA at any time, and such revision shall be effective ten (10) days after notice of such revision is sent to you via electronic mail and/or posting in the AE Progam Area. AE agrees to review the AEA periodically to be aware of such revisions. If any such revision is unacceptable, AE may terminate their AE status with Provider as provided in Section XVII below;

(c) AE acknowledges that continued use of Provider's Services and/or reseller web site following the Effective Date of any such revision to the AEA shall be conclusively deemed as acceptance of all such revisions;

(d) AE represents that it has full legal capacity, power and authority to enter into this Agreement and that if Account Executive is an individual, AE is at least eighteen (18) years old;

(e) AE represents that the execution and implementation of this Agreement is not in breach nor in violation of any terms or conditions of any other contract, agreement or arrangement, including, but not limited, to exclusivity or non-competition;

(f) AE represents and warrants that it is familiar with the Internet and the Services and that it is presently qualified to promote the sale and provide sales support of such Services;

(g) AE agrees to use reasonable sales and marketing efforts to promote the sales of USA Domains Services. (USA Domains reserves the right to implement a AE certification program to maintain the quality of the AE Program. If USA Domains, in its sole discretion, elects to implement such a program, AE agrees to participate in and complete the requirements of any such certification program in order to remain an authorized Account Executive);

(h) AE agrees to maintain their account information, which includes, among other things, mailing address, phone and fax numbers and email address, and further agrees to notify us promptly in any changes to such information.

(i) AE agrees not to engage in any activity harmful to USA Domains or reflecting unfavorably on USA Domains’s business, trade names or service marks, including unfair trade practices, publication of any false or misleading or deceptive advertising or the commission of any fraud or misrepresentation;

(j) AE agrees not induce, harass, threaten, or otherwise influence any USA Domains client or AE to terminate, or reduce in size or scope any contractual or business relationship with USA Domains.

(k) AE agrees to comply, at all times, with all applicable federal, state and local laws;

IV. Pricing & Marketing Policies

(a) AE shall not have the right to modify, price or quote any USA Domain's Services at its discretion. AE may only use the approved pricing from their reseller web site, or as found at http://www.usadomains.com in offering USA Domains Services to potential customers.

(b) AE may purchase Services directly from their reseller web site in behalf of their clients at a discount, however such sales are not eligible for commissions. If AE chooses to bill customers directly, AE is prohibited from representing the Services as their own, and AE must clearly state to customers that they are hosted with USA Domains, and that they are an authorized USA Domains Account Executive.

(c) AE agrees and understands that USA Domains shall not pay a commission to AE in the event that a customer orders Services directly from USA Domains’s web site without first linking from the AE’s reseller website.

(d) AE shall not knowingly market Services to a current customer of USA Domains. In the event that AE solicits a current customer of USA Domains to buy Services, USA Domains shall have no obligation under this Agreement to pay a commission to AE for such customer. Furthermore, if such incident occurs, and the customer has already been assigned to an Active AE, commissions for this sale, if any, will be granted to AE assigned to this customer.

(e) USA Domains reserves the right, and at it's sole discretion, to amend its Services and/or add, delete, suspend or modify the terms and conditions of any Services to both existing or future customers.

V. General Conduct

AE's are prohibited from transmitting on or through any of USA Domains's Services, any material that is, in USA Domains's sole discretion, unlawful, obscene, threatening, abusive, sexual, harrassing, hateful, racially, ethnically, libelous, or encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any local, state, national or international law.

VI. E-mail Policy

USA Domains has zero tolerance for Unsolicited Commercial Email (UCE) or (SPAM) that is in any way associated with USA Domains, its Account Executives, customers, or any of its customer's associates. AE's and Customers are prohibited from using UCE as a means of advertising data or Services hosted on USA Domains's network, or using the network to distribute such materials.

Infringements of this policy include, but are not limited to:

Sending mail to users who have not specifically requested to receive such mail, including opt-out mailing lists.

Sending, being involved in sending, or employing a third party to send mail which advertises or mentions a site hosted at USA Domains to users that have not specifically requested this mail.

Forging of message headers to mask the originator of the message.
Distributing software designed to aid in the delivery of UCE or SPAM.
Name Harvesting, or use of software or services to do the same.
Transmission of chain letter or pyramid schemes.
Bulk Solicitation or Mail Bombing

Infringements of this policy will result in one of the following, at USA Domains's discretion:

A warning from USA Domains Staff, via E-mail or phone.
Immediate termination from the AE Program

VII. Intellectual Property

(a) AE acknowledges that USA Domains retains ownership rights in and to certain intellectual property, including without limitation any USA Domains trademark, service mark, online content, advertising, material and software, whether currently existing or later developed by either USA Domains, or it's subsidiaries or affiliates, (collectively "Intellectual Property"). Unless expressly stated otherwise in this Agreement, nothing contained herein shall give Account Executive any rights to use any Intellectual Property in advertising, publicity or marketing materials.

(b) AE may use advertising or marketing materials prepared by USA Domains for purposes of AE carrying out its obligations under this Agreement. AE may use such advertising materials as described and located in the AE Program Area only upon the terms and conditions stated by USA Domains. AE may not modify or amend any advertising materials which it is authorized to use without the prior written consent of USA Domains.

VIII. Commissions

(a) USA Domains agrees to pay an amount equal to the "Fixed Commission," and/or "Fixed Discount" as set out in the attached Exhibit A, which may be modified from time to time by USA Domains on thirty (30) days notice to AE, on monies collected from customers originated by AE during the term of this Agreement.

(b) USA Domains shall pay commissions for initial, upgrade and renewal order(s) only for Services listed on Exhibit A during the term of this Agreement. USA Domains does not have an obligation to pay AE for any orders placed by a customer for Services not listed on Exhibit A during or after the term of this Agreement.

(c) USA Domains shall provide to AE a commission statement, accessible online 24 hrs a day, containing a accurate report of the commission due to AE in accordance with Exhibit A.

(b) Commissions are sent out via regular mail by the 10th day of each calendar month. Questions concerning AE commissions or payments should be directed to billing@usadomains.com

(c) Commissions are not transferable and will be paid directly to AE and not any other party or individual.

(d) Commissions are not paid on suspended or cancelled accounts.

VIIII. Expenses

All expenses incurred by AE in connection with its activities hereunder shall be for AE’s account. AE shall not be entitled to reimbursement from USA Domains for any such expenses and shall hold USA Domains harmless therefrom.

X. Relationship Between the Parties

(a) Account Executive shall perform all services hereunder as an "Independent Contractor", and has no authority apart from authority expressly granted under the terms of this Agreement. Account Executive shall have no expressed or implied authority to assume or create any obligation on behalf of USA Domains. Account Executive may, however, represent itself specifically as a independant "Authorized Account Executive" of USA Domains in the course of fulfilling its obligations hereunder. Furthermore, it is agreed that nothing in this Agreement shall be construed as constituting Account Executive as anything other than a limited agent of USA Domains for any purpose whatsoever or deemed to create an employer-employee, partnership, franchise or joint venture relationship between USA Domains and Account Executive.

(b) It is agreed that Account Executive is not an employee of USA Domains and therefore , as an Independent Contractor, AE is solely responsible for any applicable Local, City, County, State, Federal or any other Tax(es) that may be imposed on commissions earned.

XI. Indemnification

Each party agrees to indemnify, defend, save and hold the other party harmless from and against all liabilities, damages, judgments, claims, costs and expenses, including, but not limited to, reasonable attorneys’ fees incurred by the other party, as a result of or arising out of any breach of obligation, warranty or representation in this Agreement by the other party ("Claim"). Each party shall have the right to defend itself against any such Claim.

XII. Confidential Information

(a) All documents, materials or information made available to Account Executive or its employees by USA Domains in connection with this Agreement and any information relating to USA Domains’s business, including, but not limited to, sales and marketing materials, advertising, promotions, marketing techniques, or software supplied to AE or customers (collectively "USA Domains Confidential Information"), shall be deemed to be confidential to USA Domains and shall remain the exclusive property of USA Domains during and after termination of this Agreement.

(b) Account Executive acknowledges and agrees that USA Domains Confidential Information is unique and valuable property of USA Domains, and that all such information shall be kept in strict secrecy and confidence. Account Executive further agrees to not during the term of this Agreement or thereafter use USA Domains Confidential Information for its own benefit or disclose or permit any of its employees or agents to disclose, through any medium, USA Domains Confidential Information to any other company, corporation, organization, entity or individual.

XIII. Non Solicitation of Customers

Account Executive agrees not to solicit any customers of USA Domains, whether or not originated by Account Executive, for Web hosting, E-commerce and other Internet presence services for a period not less than two (2) years after termination of this Agreement.

XIV. Disclaimer of Warranties

Unless USA Domains notifies AE otherwise, USA Domains disclaims all warranties with regard to services rendered under this Agreement, including all implied warranties of merchantability and fitness for a particular purpose. AE shall extend no warranties or guarantees without the pre-approval of USA Domains, whether orally or in writing, in the name of USA Domains or which would bind USA Domains with respect to the performance, design, quality, merchantability, or fitness for a particular purpose of the Service.

XV. Limitation of Liability

Neither USA Domains nor its subsidiaries, suppliers OR parent corporations shall be liable to AE or any third party for special, consequential, incidental, indirect, tort or cover damages, including, without limitation, damages resulting from the use or inability to use the Services, delay of delivery and implementation, or loss of profits, data, business or goodwill, whether or not such party has been advised or is aware of the possibility of such damages. USA Domains's liability for all claims of any kind arising out of or relating to this Agreement shall be limited solely to money damages and shall not exceed the amount of commissions due AE.

XVI. No Liability for Lawful Termination

Neither party shall have the right to recover damages or to indemnification of any nature, whether by way of lost profits, expenditures for promotion, or otherwise made in connection with the business contemplated by this Agreement, due to the permitted or lawful termination of this Agreement.

EACH PARTY WAIVES AND RELEASES THE OTHER FROM ANY CLAIM TO COMPENSATION OR INDEMNITY FOR TERMINATION OF THE BUSINESS RELATIONSHIP UNLESS TERMINATION IS IN MATERIAL BREACH OF THIS AGREEMENT.

XVII. Termination

(a) This Agreement shall commence on the date stated above and shall remain in effect unless terminated by request of Account Executive. Terminated Account Executives, are not entitled any commissions, residuals or any other compensation, in whole or part after the Effective Date of termination.

(b) Moreover, USA Domains, at it's sole discretion, may terminate this Agreement immediately without notice at any time in the event of the occurrence of any of the following:

Any breach of our E-Mail Policy as provided in Section VI above;

Breach of any covenant, term or condition of this Agreement by AE which breach continues unremedied for a period of ten (5) days after notice to AE of such breach;

An assignment by AE for the benefit of creditors or AE becomes bankrupt or insolvent, or takes benefit of, or becomes subject to, any legislation in force relating to bankruptcy or insolvency, it being understood that the appointment of a receiver or trustee of the property and assets of the AE is conclusive evidence of insolvency; or

USA Domains is unable to provide the Service by reason of any law, rule, regulation, or order of any municipal, state or federal authority, including, but not limited to, any regulatory authority having jurisdiction.

XVIII. Force Majeure

USA Domains shall not be liable for, and is excused from, any failure to perform or for delay in the performance of its obligations under this Agreement due to causes beyond its control, including without limitation, interruptions of power or telecommunications services, failure of USA Domains’s suppliers or subcontractors, acts of nature, governmental actions, fire, flood, natural disaster, or labor disputes.

XVIIII. Waiver

No failure of USA Domains to pursue any remedy resulting from a breach of this Agreement by the other party shall be construed as a waiver of that breach by USA Domains, nor as a waiver of any subsequent or other breach unless such waiver is in writing and signed by USA Domains.

XX. Severability

In the event any provision of this Agreement shall be invalid, illegal or unenforceable in any respect, such a provision shall be considered separate and severable from the remaining provisions of this Agreement, and the validity, legality or enforceability of any of the remaining provisions of this Agreement shall not be affected or impaired by such provision in any way.

XXI. Non-Assignment

Account Executive may not assign this Agreement or any rights or obligations of Account Executive under this Agreement, in whole or in part, without the express written consent of USA Domains.

XXII. Choice of Law

This Agreement shall be construed in accordance with the laws of the state of North Carolina regardless of its choice of laws provision.

XXIII. Entire Agreement

All exhibits to this Agreement shall be incorporated in and constitute parts of this Agreement. This Agreement, the Exhibits hereto, each as amended from time to time, constitute the entire understanding between the parties in relation to the subject matter hereof and supersede all prior discussions, agreements and representations, whether oral or written and whether or not executed by USA Domains or Account Executive.

USA Domains may change any terms of the USA Domains Account Executive Program without prior notice to Account Executive; provided, however, that Account Executive shall be permitted to terminate this agreement and its participation in the USA Domains Account Executive Program, at its sole discretion, upon implementation of any such change by USA Domains.

IN WITNESS WHEREOF, the parties hereto have executed this Account Executive Agreement on the date stated above.

USA Domains:

By: ____________________________________
(Authorized Signature)

Print: ____________________________________

Title: ___________________________________

Account Executive:

____________________________________
(Company Name)

____________________________________
(Social Security or Federal Tax ID Number)

By: ____________________________________
(Authorized Signature)

Print: ____________________________________

Title: ___________________________________