ProAuction.net ™ Sales Representative Terms & Conditions

The following Terms and Conditions, along with all other documents referenced herein, constitute the entire agreement between ProAuction LLC (herein referred to as "Company" or "ProAuction") and the Independent Sales Representative ("ISR," "ASR," "MSR," "ESR," or "Sales Rep").

1. CONSIDERATIONS. ISRs in good standing with the Company are entitled to the following:

a. Ability to purchase products and services for Sales Reps from ProAuction at prices specified in the current ISR Price List.

b. The right to promote the products and services offered by ProAuction to businesses and individuals that might be interested in them, in accordance with accepted Company practices and policies.

c. The right to submit applications on behalf of businesses qualifying as "virtual storefronts" on the ProAuction Website, and to receive a commission based on the actual net sales of the virtual storefront's selling activities, in accordance to the Company's current marketing plan.

d. The right to submit applications on behalf of individuals or businesses qualifying as ISRs with ProAuction, having such new ISRs be added to their "sales team," and to receive a commission based on their sales teams' efforts in accordance to the Company's current marketing plan.

e. The right to be fairly compensated in accordance to the then current ProAuction Marketing and Compensation Plan for the work they do, and once qualified, receive override commissions based on the gross sales made through virtual storefronts within the ISRs' sales teams, as well as receive any other bonuses or commissions for which they qualify.

2. RESPONSIBILITIES. In exchange for the preceding considerations, the ISRs agree to the following:

a. To train, motivate, and maintain regular communication with the downline members of their sales teams.

b. To comply with all Federal, State, County, and local ordinances, laws, rules and regulations pertaining to operating a business.

c. To report and remit all withholdings or other deductions that may be required by Federal, State, County, or Local ordinances, laws, rules and regulations.

d. To perform accurately and honestly the due diligence required for each applicant virtual storefront before submitting the application to the Company office for consideration.

e. To never purchase items from a virtual storefront solely for the purpose of increasing commission checks.

f. To use only Company approved forms, contracts, brochures, multimedia, and other materials, and to follow all policies and procedures established by ProAuction for the completion and processing of such forms, contracts, and other materials.

3. PRESENTATION. The ISR agrees to present the ProAuction Marketing and Compensation Plan and the ProAuction Virtual Storefront Program and all other programs and services as set forth in current official ProAuction literature and multimedia materials.

4. INCOME CLAIMS. The ISR agrees to not to make claims or statements regarding potential income, earnings, products, or services beyond what is stated in current official ProAuction literature and multimedia materials. The ISR further agrees that no person has promised or implied that he or she will make any specific income from the ProAuction marketing program, the ProAuction virtual storefront program, and/or any sales made, or that he or she will be able to earn any amount within any time. The only success an ISR will achieve will be a result of his or her own efforts in virtual storefront referrals and sales, and the referral and sale successes of those whom I may sponsor into the company.

5. INDEPENDENT CONTRACTOR. The ISR is an independent contractor, and not an employee, agent, partner, legal representative, or franchisee of ProAuction. The ISR understands that he or she shall control the manner, means, and hours of business by which he or she conducts his or her business, subject to compliance with these Terms and Conditions, the ProAuction Policies and Procedures, the ProAuction Code of Ethics, and the ProAuction Marketing and Compensation Plan (all of which are collectively referred to as "the Agreement"). The ISR understands, however, that his or her actions reflect on the good name and reputation of ProAuction and set an example for other Representatives, and therefore agrees to present ProAuction's products, services, and programs in an honest and truthful manner and with dignity. THE ISR UNDERSTANDS THAT HE OR SHE WILL BE TREATED AS AN INDEPENDENT CONTRACTOR OF PROAUCTION FOR FEDERAL, STATE, AND OTHER TAX PURPOSES. ProAuction is not responsible for withholding, and shall not withhold or deduct from commissions or bonuses, if any, FICA or taxes of any kind, unless such withholding becomes legally required. The ISR agrees to be bound by all sales tax collection agreements between ProAuction and all appropriate taxing jurisdictions, and all related rules and procedures. The Sales Rep is not authorized to and will not incur any debt, expense, obligation, or open any bank account on behalf of, for, of in the name of ProAuction or any of its affiliated companies. The ISR agrees that he or she will be solely responsible for paying all expenses incurred by himself or herself, including but not limited to travel, food, lodging, secretarial, office, telephone, Internet, computer, and other expenses. The ISR is solely responsible for obtaining and maintaining all licenses and permits required to operate his or her independent contractor business and adhering to all applicable Federal, state, and local laws, codes, and regulations.

6. STATEMENTS. The ISR understands that he or she will receive a statement of all commissions, overrides, and bonuses earned during a specific period on a periodic basis. IT IS THE ISR'S SOLE RESPONSIBILITY TO RAISE ANY OBJECTION TO ANY STATEMENT WITHIN THIRTY (30) DAYS OF THE RECEIPT OF EACH SUCH STATEMENT. Such objection must be made in writing, be postmarked (or show other applicable proof of shipping date) on or before the thirtieth (30th) day, and arrive at the ProAuction headquarters no later than the thirty-fifth (35th) day. In the event the ISR does not provide written notice of such objection within thirty (30) days, the ISR shall have waived any right to make a claim against ProAuction or any related or affiliated entity, regarding the items and amounts shown on such statement.

7. TAX INFORMATION. Each ISR certifies, under penalty of perjury, that:

a. The taxpayer identification number (Social Security Number, Employer Identification Number, etc.) shown on his or her application is the correct number; and

b. The ISR is not subject to backup withholding because: (i) he or she is exempt from backup withholding, or ii) he or she has been notified by the United States Internal Revenue Service (IRS) that he or she is subject to backup withholding as a result of a failure to report all interest or dividends, or (iii) the IRS has notified him or her that he or she is no longer subject to backup withholding.

8. MINIMUM AGE. ISRs must be of legal age necessary to enter into legal and binding contracts in the state and country where they reside.

9. ACCEPTANCE AND RENEWAL. Upon acceptance of an ISR's application by ProAuction, the ISR is authorized as an independent sales representative as of the date of the ISR's application. The term of this Agreement is one year. Any ISR who fails to annually renew his or her sales position with ProAuction will permanently lose his or her rights afforded by this Agreement, including rights to his or her downline organization, as well as any bonuses and commissions pursuant to the ProAuction Marketing Compensation Plan.

10. OWNERSHIP AND PROPRIETARY INFORMATION. ISRs acknowledge and understand that ProAuction LLC is a unique business with a unique training and marketing plan, and that ProAuction is an important asset of ProAuction LLC. ISRs agree during the term of this agreement to only use ProAuction in accordance with policies and procedures adopted by ProAuction and upon termination to immediately discontinue all use of ProAuction. ISRs understand that ProAuction LLC owns rights in and to (A) ProAuction, which in addition to other rights and for purposes of this paragraph, includes all persons or businesses that have in force independent contractor agreements with ProAuction and all such agreements, (B) the identities of and all lists of the ISRs and virtual storefronts of ProAuction, and (C) the identities of and all lists of the customers produced by ProAuction, all of which (A-C) constitute property owned solely by ProAuction. ISRs agree that any such list of names, or name(s) of persons or businesses, and similar lists of any and all types, obtained by ProAuction during the operation of the ISRs' independent contractor business with ProAuction is proprietary information and the exclusive property of ProAuction and are to be used with only specific written permission from ProAuction. Any misuse, sale, sharing or, rental or lease of any such names or list of names during the term of this Agreement shall be considered a breach of the Agreement, and may result in the immediate termination of this Agreement, and in the termination of all commissions and overrides to the ISRs by ProAuction. Further, the violation of this regulation cannot be remedied by damages alone; therefore ProAuction can receive additional injunctive relief as outlined in part 15 below.

11. TRANSFERABILITY. ISRs may not assign any rights or delegate any duties under this Agreement without the prior written consent of ProAuction. Any intent to transfer or assign this agreement without the express written consent of ProAuction renders this Agreement voidable at the option of ProAuction, and may result in termination of the ISR's sales position with ProAuction.

12. LIABILITY. To extent permitted by law, ProAuction, it's directors, officers, shareholders, employees, assigns, and agents (collectively referred as "Affiliate's"), shall not be liable for, and are released from, and waive all claims for any loss of profits, indirect, direct, special, or consequential damages, or any other loss incurred or suffered by me as a result of:

a. The ISR's breach of this Agreement or the ProAuction Policies and Procedures;

b. The promotion or operation of the ISR's sales position and any activities related to it (e.g., the presentation of ProAuction products or Compensation and Marketing plan, the operation of a motor vehicle, the lease of meeting or training facilities, etc.);

c. To any incorrect or wrong data or information provided by the ISR; or

d. The failure to provide any information or data necessary for ProAuction to operate its business, including without limitation, the Sales Rep's enrollment and acceptance into the Compensation and Marketing Plan or the payment of commissions or bonuses.

The ISR agrees that the entire liability of ProAuction and its affiliates for anything whatsoever related to the relationship of ProAuction and the ISR, including, but not limited to, any cause of action sounding in contract, court, or equity shall not exceed, and shall be limited to, the total amount paid by the ISR to ProAuction under this Agreement or any other agreements during the past 36 months.

13. COMPLIANCE. Failure on the part of the ISR to comply with the terms of this Agreement may result in ProAuction, at its discretion, terminating the ISR's sales position or imposing other disciplinary action, including but not limited to, forfeiture of bonuses and commissions and loss of all or part of the ISR's downline organization. If the ISR is in breach, default, or violation of this Agreement determination, the ISR shall not be entitled to receive any further bonuses or commissions, whether or not the sales for such bonuses or commissions have been completed. If the ISR fails to pay for products or services when payment is due, the Sales Rep authorizes ProAuction to withhold the appropriate amounts from any bonus or commission checks, to charge his or her credit cards, or debit his or her checking accounts, if any, which ProAuction has been authorized to charge. The the ISR understands it a failure to promptly paid for products or services constitutes a breach of this agreement.

14. WAIVER OF BREACH. Any waiver by ProAuction of any breach of this Agreement must be in writing and signed by an authorized officer of ProAuction. Waiver by ProAuction of any breach of this Agreement by an ISR shall not operate nor be construed as a waiver of any subsequent breach.

15. JURISDICTION. This Agreement will be governed by and construed in accordance with the laws of the Where of California. Except as set forth in the ProAuction Policies and Procedures, all disputes and claims relating to ProAuction, the ISR Agreement, the ProAuction Marketing in Compensation Plan, ProAuction's products and services, the rights and obligations of an Independent Sales Representative under this Agreement, or the ProAuction Policies and Procedures shall be settled totally and finally by arbitration in Sacramento, California, or such other location as ProAuction prescribes, and in accordance with the Federal Arbitration Act and the Commercial Arbitration rules of the American Arbitration Association. If a Sales Representative files a claim or counter claim against ProAuction, a Sales Rep shall do so on an individual basis and not with any other Sales Reps or as part of a class action. The decision of the arbitrator shall be final and binding on the parties and may, if need be, be reduced to a judgment in any court of competent jurisdiction. This agreement to arbitrate shall survive any termination or expiration of the Agreement.

16. ENFORCEABILITY. In the event that a provision of this Agreement is held to be invalid or unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable, and the balance of the Agreement will remain in full force and effect.

17. SUPERIORITY. This Agreement constitutes entire contract between ProAuction and the ISR. Any promises, representations, offers, or other communications not expressly set forth in this Agreement are of no force or effect. To the extent of any conflict or inconsistency between this Agreement and any other agreement (not an integral part of this Agreement), the ISR Application and Agreement shall supersede and prevail over any term of any other Agreement as to the matters addressed herein. To the extent of any conflict or inconsistency between this Agreement and the Policies (in their current form or a subsequent modified), Policies and Procedures shall all instances supersede and prevail over any terms of this Agreement as to the matters addressed herein.

18. AGREEMENT. The ISR states that he or she has carefully read and agrees to comply with the ProAuction Policies and Procedures, the ProAuction Code of Ethics, and the ProAuction Marketing and Compensation Plan, all of which are incorporated into and made a part of these Terms and Conditions. The ISR represents and warrants that he or she has the authority to enter into this Agreement and that by doing so, he or she will not be in breach of any other agreement, oral or written, with any other company, agency, association, firm, person, or corporation. The Sales Rep understands that he or she must be in good standing, and not in violation of any of the terms of this Agreement, in order to be eligible to receive any commissions or bonuses from ProAuction. The ISR understands that this Agreement, in whole or in part, may be amended from time to time, and agrees that any such amendment will apply to him or her. Notification of such amendments will be published online at the official ProAuction Website (www.ProAuction.net) and in official ProAuction materials sent to all ISRs. The continuation of the ISR's position or his or her acceptance of any commissions or bonuses shall constitute the ISR's acceptance of any and all amendments.

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