Global Domains International, Inc.

Independent Marketing Affiliate Agreement

A. INTRODUCTION

This Independent Marketing Affiliate Agreement (“Affiliate Agreement”) contains the terms and conditions between Global Domains International, Inc., 701 Palomar Airport Road, Suite 300, Carlsbad, California 92009, a California corporation (“WebSite”), and the individual or entity submitting this Affiliate Agreement (“Affiliate”), for the purpose of participation in WebSite’s affiliate program whereby Affiliate may promote products or services of WebSite in exchange for a commission (“Affiliate Program”). For purposes of this Affiliate Agreement, “WorldSite.ws” means the Web site located at http://www.WorldSite.ws and “Affiliate Web Site” means the Web site upon which Affiliate establishes hyper links (“Links”) to WorldSite.ws as part of the Affiliate Program. In addition, Affiliate agrees to be bound by the terms of this Affiliate Agreement and WebSite’s terms of use and other published guidelines that may be updated from time to time (together, the “Terms of Use”), all of which are incorporated herein and made a part of this Affiliate Agreement by reference. The acceptance of this Affiliate Agreement and the performance of WebSite’s service(s) will occur at WebSite’s offices in Carlsbad, California.

B. WEBSITE RESPONSIBILITIES

(1) Commissions: WebSite will pay Affiliate commissions based on registrations of domain names by third parties who are referred to WorldSite.ws (a “Customer”) by Affiliate. The amount of the commission will be a percentage of the aggregate amount actually paid to WebSite by Customers who register and pay in full for a domain name utilizing the Links between Affiliate’s Web Site and WorldSite.ws, excluding amounts due to credit card fraud, chargebacks and bad debt. Such commissions will be calculated in accordance with the rate plans set forth on WorldSite.ws during the calendar month in which such registrations are made and paid in full and paid once each calendar month. Payment of commissions shall be contingent upon Affiliate’s providing WebSite with a form W-9 with Affiliate’s true and correct social security number or tax identification number and proof of Affiliate’s identity. Affiliate’s entitlement to commissions will accrue only if: (a) a Customer accesses WorldSite.ws through the use of a Link on Affiliate’s Web Site; (b) before exiting WorldSite.ws, such Customer registers a domain name(s) in WebSite’s domain name database using WorldSite.ws’s online registration process; (c) WebSite accepts such registration; and (d) such Customer remits full payment to WebSite. However, WebSite will not pay a commission on any registration that a Customer purchases after the Affiliate has reentered WorldSite.ws (other than through a Link from Affiliate’s Web Site), even if Customer previously followed a Link from Affiliate’s Web Site to WorldSite.ws. All commissions will be delayed by a minimum of 30 days from the end of each calendar month, in accordance with the posted rate plans. WebSite shall have no obligation to pay Affiliate any commissions resulting from misuse or abuse of a Link or any use of a Link for an invalid purpose, as determined by WebSite in WebSite’s sole discretion. Furthermore, WebSite reserves the right to immediately terminate this Affiliate Agreement upon Affiliate’s misuse or abuse of a Link or any use of a Link for an invalid purpose, as determined by WebSite in WebSite’s sole discretion. A schedule of rate plans may be found here.

(2) Customer Service and Billing: WebSite will handle all processing, registration, billing and customer service for Customers who register a domain name through the Affiliate Program with the understanding that such activities will be for WebSite’s account. In addition, such Customers will be deemed customers of WebSite and will be subject to all WebSite rules, policies, operating procedures and any changes or modifications thereto.

(3) Marketing Tools: WebSite will provide or make available the tools and utilities (including all Links) necessary to market and promote WebSite’s products and services. While most such tools and utilities will be available to Affiliate free of charge, some items may require a nominal fee. Affiliate is at no time required to pay any fee to participate in the Affiliate Program. Any tools or utilities that require a fee are strictly optional.

(4) Support Services: WebSite will provide adequate support services to Affiliate through e-mail, online forums or chat rooms, by telephone or fax, as appropriate to the needs of Affiliate. WebSite will make every effort possible to ensure that communications from Affiliate are answered in a timely manner. While the optimum response time is between one(1) to two (2) business days, response times may vary depending on the volume of messages or phone calls received.

(5) Tracking: WebSite will be solely responsible for tracking the number of registrations and the amount of registration fees generated from a Link on Affiliate’s Web Site to WorldSite.ws. WebSite will make available to Affiliate tracking tools necessary to track activity in Affiliate’s account. WebSite will make every effort possible to ensure that such tracking tools are available and working properly, however, there may be times that such tracking tools will be unavailable. Such tracking tools will be provided for informational purposes only, and in the case of an inconsistency between WebSite’s calculations and calculations based on activity measured by such tracking tools, WebSite’s calculations will be determinative.

C. AFFILIATE RESPONSIBILITIES

(1) Unapproved Marketing Methods: At no time will Affiliate use Unsolicited Commercial E-mail (“UCE”), commonly referred to as “spam”, off-topic, cross-posted or mass-posted Usenet messages, or any illegal method of advertising to market or promote WebSite’s products and services. Affiliate understands and agrees that violation of the foregoing will result in immediate forfeiture of any and all accrued commissions and termination of this Affiliate Agreement.

(2) Publicity: Affiliate shall not create, publish, distribute, or permit any written material that makes reference to WebSite without first submitting such material to WebSite and receiving WebSite’s prior written consent, which WebSite agrees shall not be unreasonably withheld. Certain methods may, at WebSite’s sole discretion, be pre-approved and made available to Affiliate upon condition that Affiliate use such methods within the approved guidelines.

(3) Affiliate Web Sites:

(a) Affiliate agrees not to advertise, market or promote any of WebSite’s products or services on any Web site that contains, promotes, depicts or links to: (i) illegal material; (ii) violent or sexually explicit material; or (iii) material that is determined, in WebSite’s sole discretion, to be unsuitable or inappropriate for the Affiliate Program or that may negatively affect the Affiliate Program or WebSite and its products and services generally. Affiliate understands and agrees that violation of the foregoing will constitute a material breach of this Affiliate Agreement.

(b) Affiliate is solely responsible for the development, content, maintenance and operation of Affiliate’s Web Site(s) and for ensuring that the content of Affiliate Web Site(s) and products and services offered therefrom comply with all applicable copyright and other laws. Affiliate must have express permission to use another party’s copyrighted or other proprietary material. WebSite disclaims all liability for Affiliate’s use of another party’s copyrighted or other proprietary material on Affiliate’s Web Site in violation of the law or any agreement.

D. IMAGES, LOGOS AND TRADEMARKS

(1) License: WebSite grants Affiliate a limited, non-exclusive, non-transferable, freely revocable license to: (a) access WorldSite.ws through the Links solely in accordance with the terms of this Affiliate Agreement; and (b) solely in connection with such Links, to use selected images, graphics, logos, trademarks, trade names, copyrighted material and similar identifying material relating to WebSite (collectively, the “Licensed Materials”), for the sole purpose of establishing a Link to WorldSite.ws so users of Affiliate’s Web Site register a domain name in WorldSite.ws’s domain name database. WebSite retains all rights to the Licensed Materials at all times. Affiliate may not at any time alter, modify or change any of the Licensed Materials in any way.

(2) Prohibited Uses: Other than establishing a Link from Affiliate’s Web Site to WorldSite.ws, Affiliate shall not make any use of any Licensed Materials without first obtaining WebSite’s prior written consent. Affiliate shall not use the Licensed Materials in any manner that is disparaging or that otherwise portrays WebSite in a negative light. WebSite reserves all of its rights in the Licensed Materials and of its other proprietary rights. WebSite, in its sole discretion, may revoke Affiliate’s license at any time, by giving Affiliate written notice.

(3) Within the guidelines of this Affiliate Agreement, Affiliate is encouraged to be creative in its marketing methods. Ideas or suggestions for banners, logos or other artworks submitted to WebSite, if used, may be compensated. Compensation may be in the form of cash, prizes, services or products of WebSite, at the sole discretion of WebSite, only for original work by Affiliate. Affiliate agrees that all such submissions become the sole property of WebSite, and WebSite will own all copyrights and/or trademarks therein. Credit for all submissions used by WebSite will be displayed on WorldSite.ws on a credits page.

(4) Grant of License: Affiliate grants to WebSite a non-exclusive license to utilize Affiliate’s company name and logo, as the same may be amended from time to time (the "Affiliate Trademarks"), to advertise, market, promote and publicize in any manner Affiliate’s participation in the Affiliate Program or WebSite’s rights hereunder; provided, however, that WebSite shall not be required to so advertise, market, promote or publicize.

(5) Expiration: The licenses described in this paragraph D shall expire upon the effective date of the termination of this Agreement.

E. RELATIONSHIP OF PARTIES.

Affiliate and WebSite are independent contractors, and nothing in this Affiliate Agreement will create any partnership, joint venture, agency, franchise, sales representative or employment relationship between the parties. Affiliate will have no authority to make or accept any offers or representations on WebSite’s behalf. Affiliate will not make any statement, whether on Affiliate’s Web Site(s) or otherwise, that reasonably would contradict anything in this paragraph E.

F. MODIFICATIONS TO AFFILIATE AGREEMENT

Affiliate agrees that WebSite may, in its sole discretion, revise the terms and conditions of this Affiliate Agreement at any time. WebSite agrees to post any such revised Affiliate Agreement on WorldSite.ws and such revised Affiliate Agreement will be binding and effective immediately upon the earlier of (1) its posting or (2) upon notification to Affiliate by e-mail or United States mail to the then current address provided by Affiliate. Affiliate agrees to review WorldSite.ws (including the current version of the Affiliate Agreement) periodically to be aware of any such revisions. If Affiliate does not agree with any revision to the Affiliate Agreement, Affiliate may terminate this Affiliate Agreement in accordance with the procedures specified in paragraph G below. Affiliate agrees that Affiliate’s continued use of WebSite’s service(s) after any revision to this Affiliate Agreement becomes effective constitutes Affiliate’s acceptance of such revisions or changes, and Affiliate agrees to abide by and be bound by any such revisions or changes. No employee, contractor, agent or representative of WebSite is authorized to alter or amend the terms and conditions of this Affiliate Agreement. WebSite shall not be obligated to refund any fees paid by Affiliate if Affiliate terminates this Affiliate Agreement.

G. TERM OF AFFILIATE AGREEMENT AND TERMINATION

This Affiliate Agreement will begin upon WebSite’s acceptance of Affiliate’s application for the Affiliate Program and will continue for an initial term of 2 years and for additional successive terms of 1 year unless this Affiliate Agreement is terminated under one of the following provisions:

(1) By Affiliate: Affiliate may terminate this Affiliate Agreement at any time by providing WebSite with notice by e-mail or by United States mail addressed to: Global Domains International, Inc., 701 Palomar Airport Road, Suite 300, Carlsbad, California 92009, Attention: Termination Notice. Notice of Affiliate’s termination will be effective on receipt and processing by WebSite.

(2) By WebSite: WebSite may terminate this Affiliate Agreement, with or without cause, at any time by notification to Affiliate by e-mail or United States mail to the then current address provided by Affiliate.

Other than in cases where termination of the Affiliate Agreement results in immediate forfeiture of any and all accrued commission (as specified herein), Affiliate is only eligible to earn commissions on paid domain name registrations occurring during the period , and commissions earned through the date of termination will remain payable excluding amounts due to credit card fraud, chargebacks and bad debt. WebSite may withhold Affiliate’s final payment, or a portion thereof, for a reasonable time to ensure that the correct amount is paid. Within one (1) day of any termination of this Affiliate Agreement, the Links established under this Affiliate Agreement shall be removed by Affiliate and Affiliate shall discontinue the use of the Licensed Materials provided under paragraph D above. Furthermore, WebSite shall not be obligated to refund any fees paid by Affiliate if this Affiliate Agreement is terminated.

H. AGENTS

Affiliate agrees that if this Affiliate Agreement is completed by an agent for Affiliate, such as an administrative contact/agent or employee of Affiliate (each an “Agent”), Affiliate is nonetheless bound as a principal by all terms and conditions herein. Affiliate agrees that by continuing to use the services of WebSite, Affiliate shall be deemed to have ratified any unauthorized actions of Affiliate’s Agent. In addition, Affiliate is responsible for any errors made by Affiliate’s Agent. WebSite shall not be obligated to refund any fees paid by Affiliate or Affiliate’s Agent for any reason.

I. LIMITATION OF LIABILITY

Affiliate agrees that WebSite shall have no liability to Affiliate for any and all loss Affiliate may incur resulting from or in connection with, but not limited to: (1) WebSite’s processing of this Affiliate Agreement; (2) WebSite’s processing of any authorized modification to Affiliate’s account; (3) Affiliate’s, or Affiliate’s Agent’s, failure to pay either the initial registration fee or any renewal fee; (4)  access delays or access interruptions; (5) data non-delivery; (6) acts of nature; (7) errors, omissions or misstatements in any and all information or services provided under this Affiliate Agreement; (8) deletion or failure to store e-mail messages; (9) the development or interruption of Affiliate’s Web site; or (10) any action or omission of a third party with whom Affiliate enters into an agreement as a result of any promotion, advertisement or sponsorship related to, or in connection with, any service(s) of WebSite. Affiliate agrees that its sole and exclusive remedy with respect to services provided pursuant to this Affiliate Agreement and/or for any breach of this Affiliate Agreement shall be limited to the lesser of (1) the amount of commissions paid or payable to Affiliate under this Affiliate Agreement or (2) Five Hundred United States Dollars (US). Furthermore, WebSite and its contractors and affiliates shall not be liable for any direct, indirect, incidental, special or consequential damages, or for any loss of revenue, profits or data, arising in connection with this Affiliate Agreement or the Affiliate Program. Because some states do not allow the exclusion or limitation of liability for consequential or incidental damages, in such states, WebSite’s liability is limited to the extent permitted by applicable law.

J. INDEMNITY

Affiliate agrees to release, indemnify, and hold WebSite, in WebSite’s capacities as the registry and a registrar, and WebSite’s contractors, agents, employees, officers, directors, shareholders, affiliates and assigns harmless from and against all liabilities, claims, damages, costs and expenses, including reasonable attorneys' fees and expenses, relating to or arising in connection with Affiliate’s use of the services provided by WebSite, a third party’s use of WebSite’s services from Affiliate’s computer, Affiliate’s registration or use of a domain name, the development, operation, maintenance and content of Affiliate’s Web Site(s) and products and services offered from Affiliate’s Web Site(s), any claim related to Affiliate’s Web Site(s), including, without limitation, content therein not attributable to WebSite, and actual or alleged infringement by Affiliate or its Agent(s), of intellectual property rights, privacy rights or any other rights of third parties, including, without limitation, trademark dilution by Affiliate, or a violation of the Terms of Use. If WebSite is threatened with suit or sued by a third party, WebSite may seek written assurances from Affiliate concerning Affiliate’s promise to indemnify WebSite. Affiliate’s failure to provide those assurances may be considered by WebSite to be a material breach of this Affiliate Agreement.

K. BREACH

Affiliate agrees that failure to abide by any provision of this Affiliate Agreement or the Terms of Use, Affiliate’s willful provision of inaccurate or unreliable information as part of the application process, Affiliate’s failure to update Affiliate’s information to keep it current, complete or accurate, or Affiliate’s failure to respond for over ten (10) calendar days to inquiries from WebSite concerning the accuracy of the contact details associated with Affiliate’s participation in the Affiliate Program or use of WebSite’s services shall be deemed by WebSite to be a material breach by Affiliate. WebSite may provide a written notice, describing the breach, to Affiliate. If, within ten (10) calendar days of the date of mailing such notice, Affiliate fails to provide evidence, which is reasonably satisfactory to WebSite, that it has not breached its obligations, then WebSite may terminate this Affiliate Agreement in accordance with paragraph (G)(2) above. Any such breach by Affiliate shall not be deemed to be excused simply because WebSite did not act earlier in response to that breach, or any other breach, by Affiliate. Affiliate agrees that termination of this Affiliate Agreement due to Affiliate’s breach will result in immediate forfeiture of any and all accrued commissions. Furthermore, WebSite shall not be obligated to refund any fees paid by Affiliate if this Affiliate Agreement is terminated.

L. REPRESENTATIONS AND WARRANTIES

Affiliate represents and warrants by submitting this Affiliate Agreement that: (1) to the best of Affiliate’s knowledge and belief, the information submitted to WebSite by Affiliate or Affiliate’s Agent is true and correct, and that any future changes to this information will be provided to WebSite in a timely manner according to the applicable procedures in place at that time; (2) Affiliate is the sole and exclusive owner of the Affiliate Trademarks and has the right and power to grant to WebSite the license to use the Affiliate Trademarks in the manner contemplated herein, and such grant does not and will not (a) breach, conflict with or constitute a default under any agreement or other instrument applicable to you or binding upon your assets or properties or (b) infringe upon any trademark, trade name, service mark copyright or other proprietary right of any other person or entity; (3) Affiliate has all requisite power and authority to execute this Affiliate Agreement and to perform Affiliate’s obligations hereunder; (4) there is no pending or, to the best of Affiliate’s knowledge and belief, threatened claim, action or proceeding against Affiliate with respect to the execution, delivery or consummation of this Affiliate Agreement, or with respect to the Affiliate Trademarks, and, to the best of Affiliate’s knowledge and belief, there is no basis for any such claim, action or proceeding; (5) Affiliate is of legal age to enter into this Affiliate Agreement; and (6) the proof of identity and social security number or tax identification number provided by Affiliate to WebSite is true, complete and accurate . Affiliate agrees that use of WebSite’s service(s) is solely at Affiliate’s own risk. Affiliate further agrees that all of WebSite’s service(s) are provided on an “as is” and “as available” basis. Any breach of any of these representations and warranties by Affiliate will constitute a material breach of this Affiliate Agreement.

M. DISCLAIMER OF WARRANTIES

WebSite expressly disclaims all warranties of any kind, whether express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement. WebSite makes no warranty that WebSite’s service(s) will meet Affiliate’s requirements, or that such service(s) will be uninterrupted, timely, secure, or error free; nor does WebSite make any warranty as to the results that may be obtained from the use of WebSite’s service(s). No advice or information, whether oral or written, obtained by Affiliate from WebSite shall create any warranty not expressly made herein. To the extent jurisdictions do not allow the exclusion of certain warranties, some of the above exclusions may not apply to Affiliate.

N. RIGHT OF REFUSAL

WebSite, in its sole discretion, reserves the right to refuse acceptance of Affiliate’s application to the Affiliate Program. Affiliate agrees that the submission of this Affiliate Agreement does not obligate WebSite to accept this Affiliate Agreement. Affiliate agrees that WebSite shall not be liable for loss or damages that may result from WebSite's refusal to accept this Affiliate Agreement or to provide any other service(s).

O. SEVERABILITY

Affiliate agrees that the terms of this Affiliate Agreement are severable. If any term or provision is declared invalid or unenforceable, it shall not affect the remaining terms or provisions which shall continue to be binding and remain in full force and effect.

P. ENTIRETY

Affiliate agrees that the terms of this Affiliate Agreement, the Terms of Use and any other rules and policies published by WebSite are the complete and exclusive agreement between Affiliate and WebSite regarding services provided in connection with this Affiliate Agreement and participation of Affiliate in the Affiliate Program and supersede all prior representations, agreements and understandings, whether established by custom, practice, policy or precedent.

Q. NON-ASSIGNMENT

Affiliate’s rights under this Affiliate Agreement are not assignable. Any attempt by Affiliate to assign Affiliate’s rights shall render this Affiliate Agreement voidable at WebSite’s option. Any attempt by Affiliate’s creditors to obtain an interest in Affiliate’s rights under this Affiliate Agreement, whether by attachment, garnishment or otherwise, shall render this Affiliate Agreement voidable at WebSite’s option.

R. GOVERNING LAW

Affiliate agrees that this Affiliate Agreement shall be governed in all respects by and construed in accordance with the internal laws of the State of California, United States of America, without reference to California’s conflict of law principles. By submitting this Affiliate Agreement, Affiliate hereby consents to the exclusive jurisdiction and venue of the state and federal courts located in the County of San Diego, California.

S. THIS IS INDEPENDENT MARKETING AFFILIATE AGREEMENT VERSION NUMBER 1.0

This Affiliate Agreement is only for Affiliate registrations to the Affiliate Program. By completing and submitting this Affiliate Agreement for consideration and acceptance by WebSite, Affiliate agrees that Affiliate has read and agrees to be bound by paragraphs (A) through (R) above.