WebNIC Domain Registration Program

This WEBCC Premier Partner Program Agreement (the "Agreement") is made and entered by and between Web Commerce Communications Limited (formerly known as WEBCC Limited) ("WEBCC") and Premier Partner. WEBCC and Premier Partner may also be referred to individually as a "Party" or collectively as the "Parties" throughout this Agreement.WHEREAS, WEBCC operates the Program, which allows authorized participants to promote and market certain WEBCC products and services.WHEREAS, Premier Partner desires to participate in the Program, pursuant to the terms and conditions set forth in this Agreement, and each Products and Services Order(s) as defined below.

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1	DEFINITIONS
1.1	"Premier Partner Site(s)" means any Internet website(s) owned, controlled or used by Premier Partner which offers WEBCC product and services to its customers which Premier Partner shall have to fulfill its obligations under this Agreement and all Products and Services Order(s).
1.2	Intellectual Property Rights" means all rights held by WEBCC in the software and technology, including without limitation, patents whether filed or unfiled, copyrights, authors' rights, trademarks, service marks, trade names, know-how and trade secrets, irrespective of whether such rights arise under U.S. or international intellectual property, unfair competition or trade secret laws, treaties or conventions.
1.3	"Products and Services Order(s)" means any valid products and services order issued pursuant to this Agreement, the terms of which shall set forth any additional rights and obligations of the parties hereto. No products and services order shall be valid unless it is fully executed by both WEBCC and Premier Partner.
1.4	WEBCC Marks" means those registered or un-registered trademarks, service marks, and logos that are provided to Premier Partner for the limited purpose of promoting WEBCC Products and Services.
1.5	WEBCC Products and Services" means WEBCC products and services to be distributed by Premier Partner under this Agreement as detailed in Products and Services Orders issued hereunder.
1.6	"WEBCC Web Site" means the proprietary Internet sites owned or operated by WEBCC, including but not limited to the following websites presently located at the URLs www.web.cc and www.WebNIC.cc which WEBCC products and services are offered.
1.7	"Premier Partner Content" means all artwork, graphics, icons, trademarks, trade names, service marks, logos and other content contained in the Premier Partner Site(s).
2	PREMIER PARTNER'S RIGHTS AND OBLIGATIONS.
2.1	Premier Partner agrees to market, sell, distribute and use WEBCC's Products and Services as set forth in the Products and Services Order(s) issued hereunder. Premier Partner shall comply with all the terms and conditions of each Products and Services Order, including without limitation all terms of payment, billing, invoicing, fulfillment, and customer support, in the manner set forth therein.
2.2	Premier Partner shall promote WEBCC Products and Services by prominently displaying on each Premier Partner Site the WEBCC Marks. In the event that WEBCC changes, replaces or otherwise modifies any specific WEBCC Mark provided to Premier Partner, Premier Partner shall replace such mark with the new mark provided within ten (10) days of receipt of same.
2.3	Except for its use of the WEBCC Marks as provided herein, Premier Partner shall not refer to WEBCC or any offer, product or service of WEBCC on any Premier Partner Site, in any manner, without obtaining WEBCC's prior written consent to the content of any such reference. Premier Partner will not make any representations or warranties about the WEBCC Web Site or the WEBCC Products and Services that WEBCC has not first approved in writing.
2.4	Premier Partner will be solely responsible for the development, operation and maintenance of each of Premier Partner Site and for all materials that appear on that Site. Such responsibilities include, but are not limited to, the technical operation of Premier Partner Site and all related equipment; the accuracy and propriety of materials posted on Premier Partner's Site; and ensuring that materials posted on Premier Partner's Site do not violate or infringe upon the rights of any third party and are not libelous or otherwise illegal. WEBCC disclaims all liability for all such matters. WEBCC reserves the right to conclude that Premier Partner's Site is unsuitable in accordance with WEBCC's policies, and Premier Partner shall remove the material accordingly.
2.5	Premeir Partner shall be responsible for providing customer service, billing, and technical support to their customers, Sub-Resellers below Premier Partner Account, and customers of Premier Partner's Sub-Resellers. WEBCC shall provide telephone and email support to Premier Partner during business hours, which are customarily from 8.30 AM to 5.30 PM, Malaysian Time, with some exceptions for Malaysian National holidays. WEBCC may, but is not obligated to, provide support directly to Premier Partner customers. If WEBCC receives communications from registrants or from third-parties regarding a Services provided in Premier Partner Account or an Account below Premier Partner's Account, WEBCC will, were appropriate, forward such communications for further action; however, WEBCC reserves the right to respond to such communications directly. If WEBCC determines that Premier Partner are providing inadequate support to customers (resulting in, for example, an excessive number of support calls directly from customers), then WEBCC may consider this to be a breach of the Agreement and may terminate the Agreement.
2.6	During the term of this Agreement, Premier Partner will not disparage WEBCC, WEBCC Marks, WEBCC Web Site or any of WEBCC Products and Services, or display any such items in a derogatory or negative manner on any Premier Partner Site.
2.7	Any amounts owed hereunder and not paid by Premier Partner when due shall bear interest at the rate of eighteen percent (18%) per annum. Premier Partner agrees to pay any and all fees (including collection agency fees, attorney's fees and courts costs) incurred by WEBCC in collecting amounts owed under this Agreement.
2.8	Premier Partner shall at all times provide true, accurate and current contact information in any and all Premier Partner Sites and Materials such that Registrants or potential registrants are able to contact Premier Partner regarding its services.
2.9	Premier Partner shall not solicit its customers for any product and services by WEBCC as set forth hereafter via unsolicited commercial e-mail or SPAM (as that term is described in WEBCC's Acceptable Use Policy).
2.10	In future, WEBCC may offer Premier Partner additional products and/or services, or modify the terms of such products and/or services, pursuant to subsequent Products and Services Orders executed pursuant to this Agreement. Furthermore, any modification to the scope of the products and/or services offered pursuant to any given Products and Services Order issued hereunder, at any time throughout the term of this Agreement, shall only be effective upon execution of an amendment to such Products and Services Order. Where multiple amendments to any given Products and Services Order have been executed, the last dated and executed amendment shall govern the rights and responsibilities of the parties under such Products and Services Order, and any previously executed amendments to such Products and Services Order shall be superceded thereby. If Premier Partner no longer agree to the modified terms and conditions, Premier Partner may stop using the WEBCC Products and Services, termination as described below in section 8.
3	GRANT OF RIGHT, LICENSE AND USE OF TECHNOLOGY.
3.1	WEBCC hereby grants Premier Partner a limited, non-exclusive, non-transferable, non-sublicensable, revocable, royalty free license in and to the WEBCC Marks to reproduce, publicly display, transmit and broadcast the WEBCC Marks for the sole purpose of promoting the WEBCC Products and Services on the Premier Partner Site as described herein or in any Products and Services Order.
3.2	Except for the rights expressly granted above, the Agreement does not transfer from WEBCC to you or your customers any WEBCC technology ("Technology"), and all rights, titles and interests in and all the rights shall remain solely with WEBCC.
3.3	Premier Partner shall not directly or indirectly, reverse engineering, decompiling, disassembling or otherwise attempt to derive source code or other trade secrets from the Technology.
3.4	Premier Partner shall not branch or otherwise prepare derivatives of the API and shall not copy or use the Technology except as specified in the Agreement.
3.5	Premier Partner shall not create, apply for, or otherwise procure any patent or copyright interest in the Technology and any derivative ("IP Interest") thereof which IP Interest would block, impede, or make more expensive WEBCC's continued use and enjoyment of the Technology. Premier Partner agree that if there is a breach of the provisions of this Section, that any IP Interests created thereby shall be assigned to WEBCC.
3.6	Premier Partner shall not use the Technology to communicate with or control a system other than one(s) designated by WEBCC and Premier Partner may not access the Services using any access mechanism other than the Technology. Premier Partner shall not intentionally or negligently abuse the Service infrastructure. "Abuse" in the foregoing sentence shall mean, by way of example and without limitation, any action or conduct which degrades service to other users of the shared Services and Technology.
4	PROPRIETARY RIGHTS
4.1	WEBCC owns all rights in or to the WEBCC Marks and all Intellectual Property Rights therein and thereto. Premier Partner acknowledges that the WEBCC Marks and Intellectual Property, and the goodwill associated therewith, are valuable properties belonging to WEBCC and that all rights thereto are and shall remain the sole and exclusive property of WEBCC. Premier Partner shall not now or in the future contest the validity of the WEBCC Marks. Premier Partner agrees that all customers that purchase WEBCC Products and Services are WEBCC customers and that WEBCC shall be the owner of all information or data collected by WEBCC in providing any product or service to them. Nothing herein shall confer upon Premier Partner any right of ownership in any of WEBCC's Marks or Intellectual Property.
5	CONFIDENTIAL INFORMATION
5.1	Premier Partner acknowledges under this Agreement, it may have access to and acquire knowledge from, material, data, systems and other information concerning the operation, business, projections, market goals, financial affairs, products, customers and Intellectual Property Rights of WEBCC that may not be accessible or known to the general public ("Confidential Information"). "Confidential Information" shall include, but not be limited to, (i) the terms of this Agreement, (ii) any and all information regarding any software utilized by WEBCC to create, operate or maintain any of the WEBCC Web Sites, (iii) all information contained in the WEBCC Premier Partner database and administrative software, and (iv) any information which concerns technical details of operation of any of the products and services offered hereunder.
5.2	Premier Partner agrees to maintain all Confidential Information of WEBCC, both orally and in writing, in confidence and agrees not to disclose or otherwise make available such Confidential Information to any third party without the prior written consent of WEBCC; however, Premier Partner may disclose the financial terms of this Agreement to its legal and business advisors and to potential investors if such third parties agree to maintain the confidentiality of such Confidential Information. Premier Partner further agrees to use the Confidential Information only for the purpose of performing this Agreement. In addition, Premier Partner shall not reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which embody Confidential Information and which are provided to Premier Partner hereunder. Whenever requested by WEBCC, Premier Partner shall immediately return to WEBCC all manifestations of the Confidential Information or, at WEBCC's option, shall destroy all such Confidential Information as WEBCC may designate. Premier Partner's obligation of confidentiality shall survive this Agreement for a period of five (5) years from the date of its termination, and thereafter shall terminate and be of no further force or effect.
6	REPRESENTATIONS, WARRANTIES, AND INDEMNIFICATION
6.1	Premier Partner represents and warrants that (i) it has the right, power and authority to enter into this Agreement and to fully perform its obligations under this Agreement; (ii) entering into this Agreement does not violate any agreement existing between it and any other person or entity; (iii) the Premier Partner Content does not violate or infringe any right of privacy or publicity or any other Intellectual Property Right or contain any libelous, defamatory, obscene or unlawful material, or otherwise violate or infringe any other right of any person or entity; and (iv) the information contained in the Application (which is incorporated herein by reference) submitted by Premier Partner is true and correct, and Premier Partner acknowledges and agrees that WEBCC has relied on the information provided therein in entering into this Agreement.
6.2	Premier Partner shall defend, indemnify, and hold harmless WEBCC and its officers, directors, shareholders, owners, managers, employees, agents, contractors and attorneys ("WEBCC Related Parties") from and against any and all claims of third parties, including, but not limited to all loss, liability, claims, demands, damages, cost or expense, causes of action, suits, proceedings, judgments, awards, executions and liens, relating to Premier Partner's services or arising under or relating to Premier Partner's performance of this Agreement, including the use, display, exploitation, or operation of any Premier Partner Sites or Materials.
6.3	WEBCC represents and warrants that (i) it has the right, power and authority to enter into this Agreement and to fully perform its obligations under this Agreement; (ii) entering into this Agreement does not violate any agreement existing between it and any other person or entity; and (iii) WEBCC further represents and warrants that the WEBCC Marks do not violate or infringe any Intellectual Property Rights of any other person or entity.
7	TERMS
7.1	This Agreement will commence as of the Effective Date and will continue for a period of ONE (1) year ("Initial Term") unless terminated earlier as set forth below. This Agreement shall be automatically extended for successive periods of twelve (12) months following the Initial Term unless either party notifies the other in writing of its election to have the Agreement expire at any time prior to the end of each then-current term. The parties agree that to the extent any Products and Services Order sets forth a term or termination shorter than that provided pursuant to this section 7, such Products and Services Order shall be governed by the term or termination set forth therein.
8	TERMINATION
8.1	Either party will have the right to terminate this Agreement for any material breach that is not cured within thirty (30) days after written notice of such breach.
8.2	Either party hereto may, at its option, and without notice, terminate this Agreement, effective immediately, should the other party hereto (i) make a general assignment for the benefit of creditors; (ii) institute proceedings to be adjudicated a voluntary bankrupt, or consent to the filing of a petition of bankruptcy against it; (iii) be adjudicated by a court of competent jurisdiction as being bankrupt or insolvent; (iv) seek reorganization under any bankruptcy act, or consent to the filing of a petition seeking such reorganization; or (v) have a decree entered against it by a court of competent jurisdiction appointing a receiver liquidate, trustee, or assignee in bankruptcy or in insolvency covering all or substantially all of such party's property or providing for the liquidation of such party's property or business affairs.
8.3	Sections 2.3, 2.4, 2.5, 2.6, 2.8, 4, 5, 6.2, 9, 10 and 11.10 shall survive the expiration or termination of this Agreement.
8.4	Upon termination of this Agreement, Premier Partner will immediately remove the WEBCC Marks and all Links from each Premier Partner Site and cease the use of the WEBCC Marks.
9	LIMITATION OF LIABILITY
9.1	PREMIER PARTNER AGREE THAT WEBCC'S ENTIRE LIABILITY, AND PREMIER PARTNER EXCLUSIVE REMEDY, ARISING OUT OF THIS AGREEMENT IS SOLELY LIMITED TO THE AMOUNTS PAID BY PREMIER PARTNER HEREUNDER. WEBCC SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, PUNITIVE OR OTHER INDIRECT DAMAGES OF ANY NATURE, FOR ANY REASON, INCLUDING WITHOUT LIMITATION THE BREACH OF THIS AGREEMENT OR ANY EXPIRATION OR TERMINATION OF THIS AGREEMENT, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL WEBCC BE LIABLE FOR LOST PROFITS OR LOST BUSINESS OPPORTUNITIES ARISING OUT OF THE TERMINATION OF THIS AGREEMENT.
10	DISCLAIMERS.
10.1	WEBCC MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE PROGRAM OR ANY PRODUCT OR SERVICE OF WEBCC, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF FITNESS, MERCHANTABILITY, NONINFRINGEMENT, OR ANY IMPLIED WARRANTIES ARISING OUT OF A COURSE OF PERFORMANCE, DEALING OR TRADE USAGE. WEBCC MAKES NO REPRESENTATION THAT THE WEBCC SITE WILL BE UNINTERRUPTED OR ERROR-FREE, AND WEBCC SHALL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.
11	GENERAL PROVISIONS
11.1	Notices to WEBCC or Premier Partner may be delivered by 1) registered or certified official mail by reputable commercial courier service based on the address posted on Premier Partner and WEBCC Site, or 2) email address posts on Premier Partner and WEBCC website (http://www.WebNIC.cc).
11.2	This Agreement, together with the Products and Services Order(s) executed hereunder, constitutes the entire understanding and agreement between WEBCC and Premier Partner with respect to the transactions contemplated, and supersedes any and all prior or contemporaneous oral or written representation, understanding, agreement or communication between WEBCC and Premier Partner concerning the subject matter hereof.
11.3	WEBCC and Premier Partner will use their best efforts to conduct at all times its business within the bounds of the respective business policies and in a manner that will reflect favorably on both parties and their product and services and WEBCC Service. Additionally, neither WEBCC nor Premier Partner shall engage in any deceptive, misleading, illegal or unethical business practices in their respective performance of this Agreement.
11.4 td>	All amendments or modifications of this Agreement shall be binding by the parties so long as the same shall be in writing and executed by each of the parties hereto. WEBCC shall be entitled to amend any provision of this Agreement by providing notice to Premier Partner if such amendment is applied to substantially all of the participants in the Program. It is expressly understood and agreed that no usage of trade or other regular practice or method of dealing between the parties hereto shall be used to modify, interpret, supplement or alter in any manner the express terms of this Agreement or any part hereof.
11.5	Neither party shall be deemed in default hereunder, nor shall it hold the other party responsible for, any cessation, interruption or delay in the performance of its obligations hereunder due to earthquake, flood, fire, storm, natural disaster, act of God, war, armed conflict, labor strike, lockout, or boycott, provided that the party relying upon this section (i) shall have given the other party written notice thereof promptly and, in any event, within five (5) days of discovery thereof and (ii) shall take all steps reasonably necessary under the circumstances to mitigate the effects of the force majeure. In the event that a force majeure event described above extends for a period in excess of thirty (30) days in the aggregate, WEBCC may terminate this Agreement.
11.6	The section and paragraph headings appearing in this Agreement are inserted only as a matter of convenience and in no way define, govern, limit, modify or construe the scope or extent of the provisions of this Agreement to which they may relate. Such headings are not part of this Agreement and shall not be given any legal effect.
11.7	In the event that any provision of this Agreement should be found by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained shall not, in any way, be affected or impaired thereby.
11.8	This Agreement may be executed in counterparts, each of which shall be deemed an td>
11.9	Neither Premier Partner nor WEBCC may assign or transfer this Agreement without the prior written approval of the other party; provided, however that the sale of any portion of the assets of WEBCC, or any of its subsidiaries, its acquisition by or merger into another Premier Partner, shall not be deemed an assignment of this Agreement by WEBCC. Any assignment in violation of this Section 10(i) shall be void. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the successors and assigns of Premier Partner and WEBCC.
11.10	The parties to this Agreement are independent contractors. Neither party is an agent, representative, or partner of the other party. Neither party shall have any right, power or authority to enter into any agreement for or on behalf of, or incur any obligation or liability of, or to otherwise bind, the other party. This Agreement shall not be interpreted or construed to create an association, joint venture or partnership between the parties or to impose any partnership obligation or liability upon either party. Each party shall bear its own costs and expenses in performing this Agreement.
11.11	This Agreement shall be governed by and construed in accordance with the laws of Malaysia. Any dispute arising out of or in connection with this agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration in Malaysia in accordance with the Arbitration Rules of Malaysia International Arbitration Centre ("MIAC Rules") for the time being in force which rules are deemed to be incorporated by reference to this clause. The Tribunal shall consist of one (1) arbitrator to be appointed by the Chairman of MIAC unless otherwise agreed and the language of the arbitration shall be English.
11.12	In the event of a conflict between any Products and Services Order and this Agreementthe terms of the Products and Services Order shall govern. Products and Services Order 1- .com/.net/.org (PSO1) Products and Services Order 2 - .com/.net/.org (PSO2) Products and Services Order 3 - .cc (PSO3) Products and Services Order 5 - .biz/.info (PSO4) Products and Services Order 7 - CCTLDS (PSO7) Products and Services Order 8 -Swsoft (PSO8) Products and Serva>

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