CPU-NET.COM, INC 2804 Del Prado Blvd Cape Coral, Fl. 33904 www.cpu-net.com TO JOIN THE CPU AFFILIATE PROGRAM, YOU MUST BE AN INDIVIDUAL OVER THE AGE OF EIGHTEEN (OR ANY HIGHER AGE REQUIRED UNDER THE LAWS OF YOUR PLACE OF DOMICILE IN ORDER TO ENTER INTO CONTRACTS), A CORPORATION, LIMITED PARTNERSHIP, LIMITED LIABILITY OR ANOTHER KIND OF ENTITY RECOGNIZED BY THE LAW AS A LEGAL PERSON SEPARATE FROM ITS OWNERS. YOU MAY NOT JOIN IF YOU DO NOT SATISFY THE REQUREMENTS REFERRED TO IN THE FOLLOWING AGREEMENT. TO BE AN AUTHORIZED MEMBER, YOU MUST AGREE TO THE TERMS OF THE FOLLOWING AFFILIATE MEMBERSHIP AGREEMENT. PLEASE READ THE AGREEMENT CAREFULLY BEFORE JOINING. ******* WHEREAS, CPU has been designated a marketing representative to promote and market Internet products and services, and CPU desires to contract with Affiliate to present said products and services to potential customers; NOW THEREFORE, in consideration of the covenants herein, and intending to be legally bound hereby, the parties agree as follows: 1. APPOINTMENT: CPU hereby appoints Affiliate as an independent contractor to market and sell the services and products of CPU. Services and products may be added or discontinued, at the sole discretion of CPU. For the purpose of this Agreement, “Affiliate” shall include agents, it’s officers, directors, shareholders, employees, and its own affiliates, etc. 2. TERM: The term of this Agreement shall be for a period of twelve (12) months and shall be automatically renewed for successive twelve (12) month terms unless either party terminates this agreement by giving written notice of termination to the other, 30 days prior to renewal. 3. SALES: Affiliate shall solicit sales for CPU. All sales shall be subject to approval by CPU. CPU reserves the right, in its sole discretion, to decline or accept any orders, to discontinue or change or cancel service to any customer at any time after acceptance, without liability to Affiliate, including, but not limited to Compensation to Affiliate. 4. COMPENSATION: Commissions on all Programs, shall be based on this schedule: $15.00 per valid customer during the period of 1 entire Month and still valid on the following 1st of the Month In no event shall Affiliate receive Compensation on any account, sale, etc., if CPU does not receive full Compensation, based on Customer’s paid usage, for the account or accounts or sale or sales, regardless of reason CPU is not paid. In no event shall Affiliate receive Compensation on any account, sale, etc. that was a CPU account within the previous 90 days. In no event shall Affiliate receive Compensation on any account, sale, etc., that is a current CPU account. In no event shall Affiliate receive Compensation on any unpaid account. Commissions are paid if Affiliate is in Good Standing. To remain in Good Standing, Affiliate must have three paid accounts after six months and add at least one new account every twelve months. Commissions shall be mailed or sent by other means on or before 15th of each month or the first business day thereafter for revenue applicable to the previous month. EXAMPLE: Signups collected for June shall be paid on July 15. Commissions shall be paid on collected revenue. There is a $1.00 assessment for each commission check. Commission checks are only sent for amounts greater than $15.00. If it is necessary for CPU to put a stop payment on a commission check due to invalid contact information, Affiliate shall bear the $15.00 expense. It is Affiliates responsibility to always keep their contact information up to date. Commissions continue on collected revenue even after the expiration or termination of this Agreement and commission payments continue to be governed by the terms of this Agreement. 5. INDEPENDENT CONTRACTOR: This Agreement does not constitute Affiliate as legal representative, joint venturer, partner or employee of CPU for any purpose. Affiliate is not authorized to make any contract, agreement, warranty, statement or representation or take any other action which could establish any apparent relationship of agency, joint venture, partnership or employment with CPU, and CPU shall not be bound in any manner by any such contract, agreement, warranty, statement or representation made by Affiliate to any other person or entity nor with respect to any other action by Affiliate. In the event that CPU shall become party to any suit, claim or demand by reason of the Agreement or by any act or omission of Affiliate, Affiliate shall indemnify and save CPU, its shareholders, directors, officers, employees and Affiliates harmless from and against any and all damages, expenses, claims, fines penalties or losses, including reasonable attorney’s fees, incurred by or imposed on CPU or in connection with any such suit, claim or demand. 6. SALES LITERATURE: All sales literature, promotional materials, applications and all other forms, web pages, scripts, ads, etc., that may be distributed or shown to potential or existing customers, must be approved, in writing, by CPU, prior to their use. 7. CUSTOMERS: During the term of this Agreement and for a period of two (2) years after the termination or expiration of this Agreement, all customers including, but not limited to, information about customers, such as name(s), address(es), phone number(s), usage amount(s), email address(es), etc. (hereinafter referred to as CUSTOMERS) enrolled by Affiliate for CPU's Services are CUSTOMERS and property of CPU and may not be transferred by Affiliate to another program or service that does not include CPU. In the event this Agreement expires or is terminated, CPU shall retain ownership of CUSTOMERS. All transfers must be approved, in writing, by CPU. Once a CUSTOMER has been presented to CPU, by Affiliate, Affiliate will not attempt to market to that CUSTOMER a service(s) or product(s) similar in nature to CPU's programs, services and products, for any reason whatsoever. 8. USE of CPU NAME: Any use of the name CPU or CPU-NET OR CPU-NET.COM, in any form whatsoever, must be pre-approved by CPU, except in the case where the names CPU and CPU are used on CPU approved literature. 9. MISCELLANEOUS: Affiliate agrees to follow all of CPU's regulations and guidelines and terms of service. CPU reserves the right to change regulations and guidelines as may be necessary for the smooth operation of CPU. By signing this Agreement and entering into this Agreement, Affiliate warrants and represents that it is not violating any other agreements it is a part to. Affiliate acknowledges, represents and covenants that in entering into this Agreement and performing its services under this Agreement Affiliate will not be in breach of any other contract to which it is a party and will not violate any applicable federal or state laws. 10. LIMITATION OF LIABILITY: During the term of this Agreement and for a period of two (2) years after the termination or expiration of this Agreement: (a) CPU's liability to Affiliate shall be for payment of Compensation due in accordance herewith. Neither CPU, nor its affiliates, subsidiaries, suppliers or employees, shall be liable to Affiliate or any third party for any special, indirect, incidental or consequential damages, arising from or relating to this Agreement, including, without limitation, damages claimed as a result of any temporary or permanent failure of availability or performance of CPU's services. CPU's liability for all claims, of any kind, arising out of or related to this Agreement, whether based on contract, tort (including, without limitation, strict liability and negligence), warranty or on other legal or equitable ground shall be limited solely to money damages and shall not exceed the amount of Compensation due Affiliate in accordance herewith. (b) Affiliate agrees to hold harmless and indemnify CPU and employees, from any acts, whether willful, negligent, reckless, fraudulent or in any way a misrepresentation of this Agreement, that may be committed by Affiliate, its employees, subcontractors or representatives and for any breach of tis covenants or representations under this Agreement. 11. DISPUTE RESOLUTION: During the term of this Agreement and for a period of two (2) years after the termination or expiration of this Agreement, any disputes that the parties cannot resolve in a timely manner shall be submitted to binding arbitration In Seattle, Washington with and under the rules and guidelines of the American Arbitration Association. 13. FORCE MAJEURE: In the event that either party hereto shall be delayed or hindered in or prevented from the performance of any act required hereunder by reason of strikes, lockouts, labor troubles and/or disputes, inability to produce materials, failure of power, restrictive governmental laws or regulations, riots, insurrections, war or other reason the party delayed in performing work or doing acts required under the terms and conditions of this Agreement, then such performance of such act shall be excused for the period of delay and the period of performance of any such act shall be extended for a period equivalent to the period of such delay. 14. EVENT OF DEFAULT: Any of the following shall be Events of Default hereunder: (a) The breach, by either party, of any covenant, term or condition of this Agreement, if such breach is not cured within seven (7) days after written notice thereof; (b) Either party’s institution for relief under the Bankruptcy Code or if same is instituted against either party or if either party becomes insolvent; (c) If either party violates any law, ordinance, rule or regulation of a government agency which materially adversely effects either party’s performance hereunder and is not cured within seven (7) days after written notification thereof; (d) Fraudulent or deceptive conduct, by either party, materially effecting performance under this Agreement; (e) Affiliate directly or indirectly does business with any one or more of CPU's reseller(s), rebiller(s), aggregator(s), wholesaler(s), vendor(s), etc. other than through CPU. 15. TERMINATION: (a) This Agreement may be terminated without cause, by either party hereto, upon thirty (30) days written notice to the other party. In the event of such termination without cause, Affiliate shall continue to receive Compensation in accordance with the terms and provisions of this Agreement. (b) This Agreement may be terminated in the event Affiliate is in Default, as defined in Paragraph 15, subparagraph (a) or (b) or (c) or (d) or (e) hereunder, and Affiliate shall no longer be entitled to receive Compensation in accordance herewith. 16. GOVERNING LAW: During the term of this Agreement and for a period of two (2) years after the termination or expiration of this Agreement, this Agreement shall be governed and construed in accordance with the laws of the State of Florida. 17. SEVERABILITY: If any clause or section of this Agreement shall be determined to be unenforceable or unlawful, the remaining terms shall remain in force and a suitable substitute with the same meaning shall be substituted. 18. HEADINGS: Headings are used in this Agreement for convenience only and are not to be used to interpret any part of this Agreement. 19. ENTIRE AGREEMENT: This contract contains the entire agreement between the parties with respect to the subject matter hereof. Any representation, promises or conditions in connection herewith and not incorporated herein shall not be binding on either party. This Agreement supersedes all prior understanding, representations, negotiations, promises and agreements relative to the subject matter hereof. No modification, ratification or waiver of the Agreement, or any of its provisions, or any notice of termination hereof given by the parties shall be binding unless made in writing, signed by an officer of each party. © 2004. CPU-NET.COM, INC. All Rights Reserved.
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