TERMS AND CONDITIONS PERTAINING TO:
WEBSITE SERVICES

THESE ARE THE TERMS AND CONDITIONS (the “Agreement”) AMONG YOU (“you”, “your”, or “PARTNER”) AND Web.com INC. (“Web.com”, “us” “we” or “our”) APPLICABLE TO THE REFERRAL OF CUSTOMERS FOR THE PURCHASE OF WEBSITE DEVELOPMENT AND RELATED INTERNET PRESENCE SERVICES (collectively, the “Services”) FROM US. ENTERING YOUR INFORMATION IN THE Web.com AFFILIATE SYSTEM. SHALL BE DEEMED TO INDICATE THAT YOU HAVE READ AND UNDERSTAND THESE TERMS AND CONDITIONS AND THE DATE SUCH INFORMATION IS ENTERED SHALL BE THE EFFECTIVE DATE (the “Effective Date”) OF THIS AGREEMENT.

IN ADDITION, YOU MAY ELECT TO PURCHASE ADDITIONAL SERVICES FROM Web.com, OR THEIR PARTNERS AND/OR OTHER THIRD PARTIES, WHICH HAVE THEIR OWN TERMS AND CONDITIONS AGREEMENTS AND ACCEPTABLE USE AGREEMENTS, ASIDE FROM THIS AGREEMENT. THOSE AGREEMENTS SHOULD BE PRESENTED TO YOU AT THE TIME OF PURCHASE AND/OR ACCOUNT LOGIN, AND IT IS YOUR OBLIGATION TO REVIEW, ACCEPT AND ABIDE BY THOSE AGREEMENTS AS WELL AS THIS AGREEMENT. TERMS AND CONDITIONS FOR ALL OF OUR SERVICES CAN BE FOUND ON: WWW.WEBSITEPROS.COM/HTML/TERMS_AND_CONDITIONS.HTML.

1. Appointment as Referral Partner. Subject to the terms and conditions of this Agreement, Web.com appoints PARTNER as Web.com’s non-exclusive Referral Partner in the United States. Such appointment is to refer potential customers to Web.com’s Services. PARTNER agrees to accept such appointment and to perform its duties under this Agreement in the foregoing capacity. The parties acknowledge that this is not an exclusive area or franchise agreement.

2. Duties of Web.com. Web.com agrees to provide the Services to customers originated by PARTNER in accordance with this Agreement who continue to meet Web.com’s conditions for Services as outlined in this Agreement.

3. Duties of PARTNER. PARTNER 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. PARTNER further represents that it has full legal capacity, power and authority to enter into this Agreement. In addition, PARTNER agrees to comply with the following provisions throughout the term of this Agreement:

(a) Not to engage in any activity harmful to Web.com’s goodwill or reflecting unfavorably on Web.com’s business, brand names or trade or service marks, including unfair trade practices, publication of any false or misleading or deceptive advertising or the commission of any fraud or misrepresentation;

(b) Not to induce or actively attempt to influence any person to terminate, delay, or reduce in size or scope any contractual or business relationship with Web.com. PARTNER shall not knowingly market the Services to a current customer of Web.com.

4. General Terms and Conditions of Sales. All Customer orders are subject to acceptance by Web.com, either in writing or by actual provision of the Services. Web.com retains the absolute right to reject any order that does not comply with Web.com’s terms and conditions for Services, and to terminate any account that does not meet or continue to meet Web.com’s reasonably determined conditions for Services. No such rejection or termination will subject Web.com to any claim for reimbursement, commission, fee or other remuneration for the benefit of PARTNER or Customer.

5. Intellectual Property; Sales and Marketing Materials.
(a) PARTNER acknowledges that Web.com, and its subsidiaries and affiliates, retain ownership rights in and to certain intellectual property, including without limitation any Web.com or Web.com Inc. trademark, service mark, trade dress or other designation, advertising, material and any associated goodwill, whether presently existing or later developed by either Web.com, or it subsidiaries or affiliates, (collectively, the "Intellectual Property"). Unless expressly stated otherwise in this Agreement, nothing contained herein shall give PARTNER any rights to use any Intellectual Property.

(b) PARTNER may use advertising or marketing materials prepared by Web.com for purposes of generating referral customers. PARTNER may use such advertising materials only upon the terms and conditions stated by Web.com from time to time.

(c) In the event that PARTNER desires to produce its own printed sales and marketing materials referring to Web.com’s Services and rates, using Web.com’s trademark and/or trade name, and suggesting any relationship, whatsoever, between PARTNER and Web.com (except as otherwise in this Agreement), PARTNER must (1) receive prior written consent from Web.com, (2) adhere to Web.com’s standards for the use of such trademarks or trade names and (3) use such trademarks and trade names solely for the purpose of advertising and marketing Web.com’s and PARTNER Services.

(d) Web.com shall indemnify and hold PARTNER harmless from all actual damages, liabilities, and reasonable costs suffered or incurred by PARTNER as a result of any claim or lawsuit arising during the term of this Agreement or any extension thereof, that Services as sold by Web.com infringe any patent, trademark or copyright; provided, however, that Web.com, shall not be liable for and PARTNER shall accept responsibility for and indemnify Web.com from any such claims or lawsuits that arise by reason of misuse of or modifications to any Services made by PARTNER or any customers, and provided further that (1) upon learning of any such claim or lawsuit, PARTNER shall promptly notify Web.com thereof in time to allow Web.com to undertake the defense thereof; (2) Web.com shall have exclusive charge of the defense or settlement of any claim or lawsuit at its sole cost and expense; and (3) Web.com shall have the right, at Web.com’s sole option, to eliminate any alleged infringement by obtaining the right to deploy the Services, or by modifying the Services so that they will not infringe, or discontinue the Service or any infringing portion thereof.

(e) THIS SECTION STATES THE ENTIRE LIABILITY OF Web.com WITH RESPECT TO INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS BY THE SERVICES. Web.com SHALL HAVE NO OTHER LIABILITY WITH RESPECT TO INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY AS THE RESULT OF THE ACTIVITIES OF PARTNER OR Web.com UNDER THIS AGREEMENT.

6. Pricing.
(a) Apart from rights expressly given under this Section 6, PARTNER shall not have the right to quote or price Web.com’s goods or Services at its discretion. PARTNER must utilize the standard approved price list, terms and conditions of Web.com in offering goods or Services of Web.com.

(b) Web.com reserves the right to amend its Service offerings and add, delete, suspend or modify the terms and conditions of the Services, at any time and from time to time, as updated at affiliate.websitepros.com.

7. Commission.
(a) Web.com agrees to pay to PARTNER an amount equal to the "Commission," as set forth in the Frequently Asked Questions section of affiliate.websitepros.com, as updated from time to time. Web.com will not be obligated to pay Commissions to PARTNER if PARTNER breached this Agreement.

(b) Commissions will be paid for properly placed Service orders by customers and accepted by Web.com during the term of this Agreement. Commissions will only be paid directly to PARTNER through a valid PayPal account and not to any other individual. Commissions shall be paid in accordance with the Frequently Asked Questions section of affiliate.websitepros.com, as updated from time to time. If PARTNER’S earnings for the month are less than $50, such earnings will not be paid and will be carried forward until the earnings reached at least $50.

(c) The remuneration structure in this Section 7 is agreed to be the sole compensation and remuneration to PARTNER for the performance of its services under this Agreement.

8. Expenses. All expenses incurred by PARTNER in connection with its activities hereunder shall be for PARTNER’s account. PARTNER shall not be entitled to reimbursement from Web.com for any such expenses and shall hold Web.com harmless there from.

9. Relationship Between the Parties; Scope of Authority; Indemnification.
(a) PARTNER shall perform all services hereunder as an independent contractor, and agrees not to hold itself out as an agent of Web.com with authority apart from authority expressly granted under the terms of this Agreement. PARTNER shall have no expressed or implied authority to assume or create any obligation on behalf of Web.com. PARTNER may, however, hold itself out specifically as a value-added "Referral Partner" of Web.com in the course of fulfilling its obligations hereunder. Furthermore, it is agreed that neither party is a fiduciary or quasi-fiduciary of the other. Accordingly, it is agreed that nothing in this Agreement shall be (i) construed as constituting PARTNER as other than a limited agent of Web.com for any purpose whatsoever or (ii) deemed to create an employer-employee, Representativeship, franchise or joint venture relationship between Web.com and PARTNER. PARTNER hereby waives the benefit of any state or federal laws or regulations dealing with the establishment and regulation of franchises.

(b) THROUGHOUT THE TERM OF THIS AGREEMENT AND AFTER this Agreement IS TERMINATED, Web.com shall retain full and exclusive ownership of all customers originated by PARTNER, all information relating to such customers, and all of Web.com’s other property and assets RELATIVE TO Web.com’s SERVICES PURSUANT TO THIS AGREEMENT. Web.com shall maintain its absolute and unrestricted right to manage its business, to sign all documents on its behalf, to decide on its behalf, and to carry on its business separately and solely according to its full power and discretion. PARTNER shall have no powers to enter into any agreements for or on behalf of Web.com.

(c) 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.

10. Non-Exclusivity.
Web.com reserves the right to market and sell Services through its own employees or other representatives, and to appoint other sales representatives, both within and outside of the geographic areas in which PARTNER operates.

11. Confidential Information; Non solicitation of Customers.
(a) All documents and other materials made available to PARTNER or its employees by Web.com in connection with this Agreement and the Services, including, but not limited to, any and all lists of Web.com’s customers, and any information relating to Web.com’s business, including, but not limited to, sales and marketing materials, maintenance techniques, credit policies, advertising, promotions, marketing techniques and prices, or to Web.com’s customers developed by PARTNER during the course of this Agreement (collectively "Web.com Confidential Information"), shall be deemed to be confidential to Web.com and shall remain the exclusive property of Web.com during and after the term of this Agreement. PARTNER acknowledges and agrees that Web.com’s Confidential Information has been developed by Web.com through substantial expenditures of time, money and effort and constitutes unique and valuable property of Web.com. PARTNER shall keep in strict secrecy and confidence all Web.com Confidential Information and shall not during the term of this Agreement or thereafter use Web.com Confidential Information for its own benefit or disclose or permit any of its employees or agents to disclose, through any medium, Web.com Confidential Information to any other person.

(b) Upon termination or expiration of this Agreement or upon request, PARTNER shall return all Web.com Confidential Information to Web.com and certify in writing that it has returned all such information to Web.com and has not kept copies thereof in any medium.

(c) PARTNER agrees not to solicit any customers of Web.com, whether or not originated by PARTNER, for Services for a period of two (2) year after termination or expiration of this Agreement.

12. Warranties; Limitation of Liability.
(a) Disclaimer of Warranties. Unless Web.com notifies PARTNER otherwise, Web.com disclaims all warranties with regard to services rendered under this Agreement, including all implied warranties of merchantability and fitness for a particular purpose. PARTNER shall extend no warranties or guarantees without the written pre-approval of Web.com, orally or in writing, in the name of Web.com or which would bind Web.com with respect to the performance, design, quality, merchantability, or fitness for a particular purpose of the Service.

(b) Limitation of Liability. Neither Web.com nor its Branches, subsidiaries, suppliers or parent corporations shall be liable to PARTNER 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. Web.com’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 PARTNER.

(c) No Liability for Expiration or 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, and payment for good will or otherwise made in connection with the business contemplated by this Agreement, due to the expiration or 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.

13. Terms; Termination.
(a) This Agreement will become effective on the Effective Date and will continue in effect for one year (the “Initial Term”), unless earlier terminated in accordance with this Section 13. The Agreement will automatically renew for additional one (1) year terms (“Renewal Term”), unless a party provides the other party with a written termination notice at least sixty (60) days prior to end of the Initial Term.

(b) Moreover, by providing written notice, a party may immediately terminate this Agreement if the other party materially breaches this Agreement and fails to cure that breach within thirty (30) days after receiving written notice of the breach.

(c) The provisions of Sections 5, 9, 11, 12, 13(c), and 14 of this Agreement shall survive all terminations and/or extension of this Agreement (or any part thereof).

14. Miscellaneous.
(a) Force Majeure. Web.com 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 Web.com’s suppliers or subcontractors, acts of nature, governmental actions, fire, flood, natural disaster, or labor disputes.

(b) Waiver. Neither failure of Web.com 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 Web.com, nor as a waiver of any subsequent or other breach unless such waiver is in writing and signed by Web.com.

(c) 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.

(d) Non-Assignment. PARTNER may not assign this Agreement or any rights or obligations of PARTNER under this Agreement, in whole or in part, without the express written consent of Web.com.

(e) Choice of Law. This Agreement shall be construed in accordance with the laws of the state of California regardless of its choice of laws provision.

(f) Notices. Notices required to be given by Web.com shall be deemed properly given when (1) sent to the addresses provided in the Affiliate System by certified mail, by courier, by facsimile or email and shall be effective upon delivery or (2) posted on the Frequently Asked Questions section of affiliate.websitepros.com as updated from time to time. Either party may change the addresses for giving notice from time to time by written instructions to the other party of such change of address. Notices required to be given by PARTNER may be made by sending an email to affiliate@websitepros.com.

(g) Entire Agreement. All exhibits to this Agreement shall be incorporated in and constitute parts of this Agreement. This Agreement, the Exhibits hereto and the Guide, 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 Web.com or PARTNER. Unless otherwise provided in this Agreement, no modification, amendment or other change may be made to this Agreement or any part thereof unless reduced to writing and executed by representatives of both parties. Web.com may change any terms of the Web.com Sales Representative Program without prior notice to PARTNER; provided, however, that PARTNER shall be permitted to terminate this agreement and its participation in the Web.com Sales Representative Program, at its sole discretion, upon implementation of any such change by Web.com.

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