Accxx/RSLCOM Full Service Agent Agreement

This Agreement is entered into this day between CTS, Incorporated of Virginia (hereinafter “CTS”) located at 4216 Evergreen Lane, Suite 112, Annandale, VA 22003-3253, and an independent contractor (hereinafter “Agent”) who's name is indicated on the On-Line Signup Form.

Agent desires to contract with CTS to present long distance communications services to customers. Therefore the parties agree as follows:

CTS Agreement: CTS appoints Agent as a non-exclusive Agent (see Definitions Section) to promote and market services listed at the rates specified in Attachment A. Other services may be added, existing services may be deleted, or existing services may be changed from this Attachment A from time to time.

  1. CTS may refuse or reject any order if CTS deems the order to be improper, incomplete, and/or at too great a credit risk.
  2. CTS may fix the terms and conditions under which CTS will accept any order.
  3. CTS may cancel any order or permit cancellation by customer of any order.
  4. CTS may change the Agent’s submitted order as CTS may deem proper.
  5. All information pertaining to the Agent relationship with CTS will be kept confidential.
  6. CTS assumes burden of bad debt of Agent customers if designated by long distance company, with the exception that commissions attributable to bad debt may be withheld until customer honors such debt.

Agent Agreement: Agent agrees to perform the following for or on behalf of CTS/carriers:

  1. All customers shall be allowed to contract directly with long distance carrier(s) represented by Agent under the terms and conditions as authorized by the carrier(s) represented.
  2. Agent will exercise due diligence and establish credit worthiness on all customers before submitting orders to CTS.
  3. Agent will keep confidential any information concerning CTS and carrier(s) business except as CTS expressly allows as necessary for marketing of services.
  4. Agent agrees not to contact or communicate directly with carrier(s), except as provided in “New Full-Agent Option” section.
  5. Agent agrees not to use carrier(s) logo in any marketing materials without written approval of carrier(s). This approval will be processed by CTS on behalf of Agent.
  6. Agent acknowledges that all information regarding carrier(s) product and services are the sole property of the carrier(s).
  7. Agent agrees not to circumvent (see Definitions section) carrier(s) customers during the life of this Agreement and for a period of two years following termination of this Agreement.
  8. Agent agrees to use forms provided by CTS (or copies of forms, if allowed) with designated Agent reference numbers in order to allow CTS to properly track those customers provided and/or referenced by Agent.
  9. All information pertaining to the Agent relationship with CTS will be kept confidential.
  10. Agent will be the contact person with customers solicited by Agent to discuss/resolve any customer’s problems although CTS may deem it necessary to contact customer directly on behalf of Agent.
  11. The customer of an Agent shall be deemed provisioned under that Agent based upon the first agent to submit such customer at CTS’s office for provisioning. CTS will determine the receipt of such order. CTS is not responsible for delays in fax/mail submissions.
  12. Currently, there is no restriction on the territory Agent can solicit orders to as long as long distance carrier covers such territory; CTS and the long distance carrier(s) have the right to impose such territorial restrictions.
  13. Agent cannot be established as a Full agent if using Accxx's web page order submission feature. Only paper order forms for long distance submission are allowed.

Agent/CTS functions:

  1. Agent’s main function is to solicit long distance orders by marketing long distance services, filling out the orders, and faxing/mailing those orders to CTS, followup with customer with any problems with orders, providing on-going continual service to Agent's customers. All customer problems/contacts/questions are to be handled by Agent
  2. CTS’s main function is to review these orders, provide the back office handling of these orders, tracking order submissions, tracking order completions, handling order problems with carrier(s), providing customer with information helping to keep customers (for example: calendars, newsletters), calculating Agent commissions, and paying Agent commissions.

ACTIVE/INACTIVE Status:

  1. An Agent shall maintain an ACTIVE status as long as Agent submits and has approved for service at least one new long distance customer in each calendar month which can be carried forwardon the basis of one month per one new customer, otherwise Agent status is considered INACTIVE, OR if a Agent has a total customer billing above $1,000/month, Agent will be considered in an ACTIVE status with no new long distance customers per month required; status will become an INACTIVE status if total customer billing falls below $1,000/month and no new long distance customers are added during the month in which such decline occurs. For example, if an Agent has 7 customers sign up in the first month of being an Agent, an Agent would be considered ACTIVE for 7 months and would then be considered INACTIVE on the eighth month if no Additional customers were signed up after the initial 7 customers.
  2. Agent shall be informed if their current classification is INACTIVE, and if INACTIVE, will notified as to the number of months of inactivity of the Agent.
  3. After 12 consecutive months of INACTIVE status, this Agreement shall automatically terminate (see Termination section)
  4. An Agent who becomes INACTIVE can become ACTIVE by providing one new long distance customer for each month that the Agent is INACTIVE, or can become ACTIVE by exceeding the $1,000/month total customer billing amount. For example, if an Agent’s customers are billing at less than $1,000/month and Agent does not provide a new long distance customer for 4 months, if 4 new long distance customers are provided, the Agent status becomes ACTIVE and the termination of commissions which would have stopped in 12 months would no longer be in effect. Another example: Agent can become ACTIVE if the Agent generates new customers so that the total customer monthly billing amount is above $1,000/month in which case no new customers are required to be added in order for Agent to remain in an ACTIVE status (unless billing falls below $1,000/month).

Agent Commissions: Compensation to Agent shall be mailed within five (5) business days of CTS’s receipt of carrier(s) commission payment. CTS will provide Agent a statement summarizing the computation of the commission for each customer submitted by Agent as long as customer has any commissionable amounts. Agent has a period of forty-five (45) days to provide written objection to such commission payment after which the payment will be considered final and binding.

  1. Full commissions will continue as long as a Agent status is ACTIVE, and will continue during a period of INACTIVE status of less than 13 months. After a period of 12 months INACTIVE status, Agent contract will be considered automatically terminated.
  2. For each of the first 6 months of commissions provided to Agent, there is no commission dollar minimum required for Agent to receive a check. After 6 months of receiving commissions, if the Agent monthly commission is less than $25, no check will be issued but commissions will accumulate until the accumulated commissions exceed $25 at which point a check will be issued. Anytime after the first 6 months if the Agent total commission for all Agent’s customers in any month falls below $5, this Agreement will be automatically terminated.
  3. Commissions are based upon monthly customer usage; commissions are not calculated on any federal or state taxes collected, or any fees (if any).
  4. An Agent who exercises New Full-agent option is no longer subject to conditions of ACTIVE/INACTIVE status (see Commission Schedule section, #7)
  5. Commissions will be paid according to the rate specified in Appendix A
  6. Commissions will change only if carrier payment to CTS changes.
  7. If the Agent's customer becomes a bad debt to long distance company, the Agent will return all actual commissions earned on this bad debt customer. Recovery will be done as a reduction in Agent's commissions unless recovery is greater than Agent's total commissions paid in which case Agent is requested to return the excess of this bad debt to CTS. The bad debt status of a customer is determined by the accounting practices of the long distance company.
  8. Agent will receive commissions on Agent's own long distance service according to Appendix A only after 3 or more customers of Agent are generating commissions.

Termination: This Agreement may be terminated by written notice by Agent at any time for any reason, or by CTS for reasonable cause at any time, during any contract/renewal period without penalty except for limits defined within this Agreement. Automatic termination may occur as per conditions of this Agreement (see Sections: ACTIVE/INACTIVE Status #3, Agent Commissions: #1, #2; New Full-agent Option: #1, #2).

  1. Upon Agent termination or automatic termination of this Agreement, all Agent customers and all commissions in reference to such customers shall revert to CTS.
  2. In the event of automatic termination, or if CTS terminates this contract for any reason, CTS shall notify Agent of such termination. Agent shall have 15 days to dispute terminated status.

New Full-agent Option: Information in this section pertains ONLY to a Agent becoming a Full-agent directly with the long distance carrier(s) and does not pertain to an Agent whose contract may have been terminated for any reason. An Agent is allowed to become a Full-agent of the long distance carrier(s) at which time all customers of Agent become customers of CTS.

  1. If such option is exercised within the first 6 months of Agreement, OR if Agent discontinues service to Agent customers, OR if Agent customer’s billings drop below $2,000 during any New Full-agent contract/renewal period, OR if New Full-agent contract/renewal is terminated:
  2. If such option is exercised after 6 months ACTIVE status and Agent agrees to continue service to Agent’s customers per Agent Agreement section AND

Agreement Period and Renewal: Term of Agreement is two (2) years from the date On-Line Signup Form is submitted, and automatically renews for two years on each biennial anniversary date unless terminated earlier as provided herein.

Other Conditions:

  1. Agent shall operate as an independent contractor. Agent agrees that it will make no representation with respect to its relationship to CTS or carrier(s) except that it has been retained by CTS as an independent contractor. CTS has the right to contact Agent’s customers, however, CTS shall maintain the Agent’s customer’s status with regard to commissions, that is, an Agent’s customer will maintain the same status as a customer of the Agent even though CTS may contact that customer.
  2. Agent is responsible for all federal, state, and local laws, taxes, ordinance, regulations, and rules relating to Agent’s activity.
  3. Agent agrees to indemnify and hold CTS harmless from all claims, loses, damages, and expenses connected with the performance of this Agreement.
  4. Neither party can assign its rights, obligations, or interests under this Agreement to any third party. Agent may not put under contract another Agent, that is, Agent may not engage in any Multiple Level Marketing (MLM) arrangement. Agent, however, may have sales representatives working for Agent. Compensation for sales representatives are paid for by Agent. Sales representatives codes may be indicated on the customer’s APPLICATION, and CTS will provide monthly customer tracking of such sales representatives if an Agent requests assignment of a separate sales representative code. Sales representatives of Agent are paid by Agent out of Agent’s commissions.

Definitions:

  1. Circumvent: To circumvent carrier means to refer or cause in any way a carrier’s customer for any reason to transfer services to another carrier.
  2. Long Distance Customer: A long distance customer is a customer which CTS has setup onto the long distance carrier for the Agent, and this customer has had no gap in service since originally established with the long distance carrier.
  3. Non-exclusive CTS: No boundaries shall be established for any Agent. No Agent shall appropriate any customers of any other Agent nor shall any Agent cause any carrier’s customer to change to another carrier.

This Agreement shall be governed by and interpreted in accordance with the laws of the state of Virginia.

Any part of this Agreement found to be unlawful or invalidated for any reason shall not invalidated the remainder of this Agreement.

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