I have read and accept the Sales Affiliate Agreement:

ON CALL
INDEPENDENT SALES AGENT AGREEMENT

                        This Independent Sales Agent Agreement (“Agreement”) describes the entire terms and conditions for your participation in selling subscriptions to the On Call Subscriptions Sales Program (“Program”).  The Program consists of the sale by you to end-users (“Subscribers”) of On Call’s enhanced directory assistance service on a monthly/yearly subscription basis.  In this Agreement, the term Sales Agent refers to “you”, and wherever it refers to On Call it means “us”.

1.         ACCEPTANCE OF SALES AGENT’S APPLICATION AND THIS AGREEMENT.  Our approval of your application to become a Sales Agent is conditional upon your making truthful representations in that application.  We reserve the right to immediately cancel this Agreement if we find that you have made false representations in your application.  Your accepting our invitation to become a Sales Agent by checking the acceptance box is equivalent to you or your authorized agent actually signing this Agreement, which acceptance shows your intent to be bound by the terms and conditions of this Agreement.  By accepting this Agreement, you represent and warrant you have the necessary and full rights, power, authority, and capabilities to enter into this Agreement and to perform its obligations hereunder, and the acceptance and performance of your obligations under this Agreement will not violate the rights of any third party, nor any applicable federal, state, and local law or regulations.

2.         LOG-IN COMBINATION AND TAX IDENTIFICATION NUMBER.  Upon our approval of your application and your acceptance of this Agreement, we will provide you with a log-in combination so that you may access your account with us.  Do not reveal your log-in information to anyone.  You must provide us with a social security number, employer identification or taxpayer ID number for payment and recordkeeping purposes.  If you fail to provide us with a valid social security number, employer identification number or taxpayer ID number, you forfeit your right to a commission.

3.         SALES AGENT’S OBLIGATIONS AND RESPONSIBILITIES.

            3.1       Appointment of Sales Agent.  Upon our acceptance of your application and upon your consent to be bound by the terms of this Agreement, you will be appointed as a Sales Agent, and you accept such appointment to offer, promote and market to the public (i.e., potential Subscribers) subscriptions to On Call’s Program, subject to insuring the Subscribers’ execution of any required Subscription Agreement.

            3.2       Transaction Type.  Sales Agent shall present all potential Subscribers’ subscriptions to On Call for approval and acceptance.  All such subscriptions are subject to approval and acceptance by On Call, which reserves the right to reject any such subscriptions in its sole discretion.

            3.3       Right to Hire Salespersons.  Sales Agent shall have the right to hire salespersons to assist it in its duties under this Agreement.  At all times, such salespersons are responsible solely to the Sales Agent and are not in any way agents or employees of On Call.

            3.4       Unauthorized Use of Subscription.  Sales Agent will not permit the use of any subscription sold pursuant to this Agreement in any manner which is in violation of any law or governmental regulation, or is threatening, indecent, libelous or obscene, or is in violation of or infringes upon the rights of others including, without limitation, copyrights, trade secrets, privacy or other personal or proprietary rights.

4.         PAYMENT OF COMMISSIONS.  You will earn a commission on all subscriptions which you sell to Subscribers that result in signed Subscription Agreements and from which On Call has received payment in full.  We have no other obligations to pay you any other compensation or commission.  All of our rules, operating procedures, policies and website use agreements (collectively “Policies”) will apply, without exception, to all Subscribers to whom you sell subscriptions.  We reserve the right to reject any subscription order that does not comply with our Policies.

            4.1       Amount of Commissions.  On Call agrees to pay to you a commission of fifty cents ($0.50) for each month that any Subscriber referred by you remains a paid-up On Call Subscriber.  In the event that you hire salespersons to assist you in the sale of subscriptions hereunder, On Call additionally agrees to pay a commission to such salesperson of fifteen cents ($0.15) per month for each month that any Subscriber referred by them remains a paid-up On Call Subscriber.

            4.2       When Commissions are Paid.  All commissions that are fully-earned shall be paid by On Call to you and/or your salespersons (if applicable) on a net-thirty-day basis.  All Subscribers will deal directly with On Call after you have obtained their subscription, and all Subscribers shall make all payments directly to On Call and not to you.

            4.3       Refunds, Charge-backs, Bad Checks, etc.  If any subscription is later refunded to the Subscriber or charged back by a Subscriber, or if a Subscriber’s check  or payment does not clear then, at our sole discretion, charge-back fees will be deducted from the next monthly payment sent to you and/or your salespersons (if applicable).  You shall not, under any circumstances, accept any payment from any Subscribers or potential Subscribers with respect to subscriptions which you sell.

5.         TERM AND TERMINATION.

            5.1       Term.  The Initial Term of this Agreement (“Initial Term”) shall be for one year commencing on the date hereof.  The Initial Term shall automatically be renewed for additional 1-month periods, unless at least thirty (30) days prior to the end of the Initial Term either party notifies the other in writing that this Agreement shall not be renewed.  With respect to the automatic monthly renewal after the expiration of the Initial Term, either party may notify the other in writing not later than two (2) weeks into any monthly renewal period that this Agreement shall not be renewed.

            5.2       Termination without Cause or for Breach.  Notwithstanding the provisions contained in Paragraph 5.1 above, this Agreement my be terminated by either party:  (i) for convenience, on sixty (60) days prior written notice; (ii) immediately by written notice upon material breach by the other party, if such breach cannot be remedied;  or (iii) by written notice if the other party fails to cure within thirty (30) days after notice any material breach of this Agreement which can be remedied.  Termination of this Agreement will not affect any Subscription Agreements entered into by On Call and any Subscribers prior to the date of termination.

            5.3       Other Termination.  Either party may, at its option, terminate this Agreement immediately upon the occurrence of any of the following events with respect to the other party:  (i) a receiver is appointed for such party or its material assets; (ii) such party becomes insolvent, generally unable to pay its debts as they become due, makes an assignment for the benefit of its creditors or seeks relief under any bankruptcy, insolvency or debtor’s relief law; (iii) if proceedings are commenced against the other party under any bankruptcy, insolvency or debtor’s relief law, and such proceedings have not been vacated or set aside within sixty (60) days from the date of commencement thereof; or (iv) if such party is liquidated or dissolved or otherwise ceases to do business.

            5.4       Return of Confidential Information, etc.  Upon any termination, each party shall immediately return, or if so requested destroy, all Confidential Information, Proprietary Material and Intellectual Property and other property belonging to the requesting party.  Upon any such termination of this Agreement, you will agree to remove all of our Intellectual Property and references to our Website and to sever all hyperlinks to our Website.

6.         INTELLECTUAL PROPERTY RIGHTS.  As a Sales Agent, you are allowed to place on the sponsoring Website a hyperlink to our Website, either in text or with one of our preapproved banners or logos provided by us.  You agree to adhere to and comply with the following:

            6.1       Limited Non-Exclusive License.  We shall retain all rights, title, and interest (local and worldwide) in and to our respective trademarks, service marks, and trade names (“Intellectual Property”) subject to a limited non-exclusive, non-transferable license necessary to perform this Agreement.  We grant to you a royalty-free, non-exclusive, non-transferable license, during the term of this Agreement, to include our Intellectual Property solely in connection with a hyperlink to our Website.

            6.2       No Alteration of Intellectual Property.  You shall use our Intellectual Property only as provided, and shall not alter the Intellectual Property in any way, nor shall you act or permit action in any way that would impair our rights in our Intellectual Property.  You acknowledge that your use of our Intellectual Property shall not create any right, title or interest in our Intellectual Property.  We shall have the right to monitor the quality of your use of our Intellectual Property.  Any references to our Intellectual Property shall contain the appropriate trademark, copyright, or other legal notice provided from time-to-time by us.

            6.3       Notice and Goodwill.  You may neither alter nor remove any proprietary notices from our Intellectual Property.  Any goodwill accruing from the use of our Intellectual Property shall inure to us.

            6.4       Reservation of Rights.  We expressly reserve all Intellectual Property rights not granted to you herein.

7.         PROHIBITED CONTENT.  You agree not to display any of the following content or engage in any of the following activities on the sponsoring Website.  We reserve the right to immediately terminate this Agreement, and you agree to remove all of our Intellectual Property and references to our Website and to sever all hyperlinks to our Website, if any of the following content or activity is present on the sponsoring Website:

Sexually explicit material (pornography); Violent images or messages that promote violence; Promotion of discrimination based on race, sex, religion, national origin, physical disability, sexual orientation, or age; Promotion of illegal activities; Promotion or display of defamatory, libelous or harmful material or material that otherwise infringes upon the rights of any third parties; Content that is inconsistent with our Policies; and Spamming (repeated, unsolicited E-Mails) of your Subscribers who have purchased an On Call subscription.

Whether the sponsoring Website includes or engages in any of the above listed prohibited contents or activities shall be determined in our sole judgment, without regard to any legal standard.

8.         INDEMNIFICATION.  You shall defend, indemnify, and hold harmless On Call, its parent, subsidiary, and affiliated companies and its and their directors, officers, employees, affiliates and agents, against any claim, demand, cause of action, debt, or liability, including reasonable attorney’s fees (individually and collectively “Claim”) to the extent that (i) the Claim is based upon a breach of your representations, warranties, or obligations hereunder, (ii) the Claim arises out of your negligence or willful misconduct, or (iii) the Claim is based upon your violation of any applicable federal, state, or local law or regulation in providing products or services hereunder.

9.         INDEPENDENT CONTRACTORS.  You and On Call are independent contractors with each other, and nothing in this Agreement is intended to or will create any form of partnership, joint venture, agency, franchise or employment relationship between the parties.  You shall be fully responsible for the supervision, daily direction and control of your employees and the payment of their salaries, payroll taxes, worker’s compensation, disability and other benefits.  Nothing in this Agreement shall be construed as making either party the agent of the other party and does not grant to the other party any right to enter into any contract on behalf of the other party in any manner whatsoever.  Under no circumstances shall the employees of either party be deemed to be the employees of the other party for any purpose whatsoever.

10.       WARRANTY DISCLAIMER.  ALL PRODUCTS AND SERVICES ARE PROVIDED TO SALES AGENT AND TO ANY SUBSCRIBERS “AS IS” AND ON CALL (AND ITS THIRD PARTY SUPPLIERS, AS APPROPRIATE) EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, IN CONNECTION WITH THE PRODUCTS AND SERVICES TO BE SUPPLIED UNDER THE TERMS OF THIS AGREEMENT.

11.       LIMITATION OF LIABILITY.  THIS SECTION DESCRIBES THE FULL EXTENT OF OUR RESPONSIBILITY FOR ANY CLAIMS YOU MAKE FOR DAMAGES CAUSED BY THE FAILURE OF THE ON CALL WEBSITE, OR ANY OTHER CLAIMS IN CONNECTION WITH US OR THIS AGREEMENT.

            11.1     Limitation on Damages.  IN NO EVENT SHALL WE BE LIABLE FOR DAMAGES, DIRECT OR INDIRECT, INCLUDING INCIDENTAL OR CONSEQUENTIAL DAMAGES, SUFFERED BY YOU, OR BY A SUBSCRIBER TO ON CALL, OR BY ANOTHER THIRD PARTY ARISING FROM OUR BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, OR ANY OTHER LEGAL GROUND OR ACTION.  FURTHER, WE WON’T BE LIABLE FOR PUNITIVE, RELIANCE, OR SPECIAL DAMAGES.  THESE LIMITATIONS APPLY EVEN IF THE DAMAGES WERE FORESEEABLE OR ON CALL WAS TOLD THEY WERE POSSIBLE, AND THESE LIMITATIONS APPLY WHETHER THE CLAIM IS BASED ON CONTRACT, TORT, STATUTE, FRAUD, MISREPRESENTATION, OR ANY OTHER LEGAL OR EQUITABLE THEORY.  THIS INCLUDES, WITHOUT LIMITATION, ANY CLAIM FOR LOST COMMISSIONS ALLEGEDLY RESULTING FROM A SERVICE INTERRUPTION OF OUR WEBSITE.

            11.2     Sole and Exclusive Remedy.  You understand that if you become dissatisfied with us or our Website, your sole and exclusive remedy will be to cancel this Agreement.

12.       ASSIGNMENT.  You may not assign, delegate, subcontract or sub-distribute this Agreement without On  Call’s prior written consent.  Any purported assignment in violation of this provision shall be voidable at On Call’s option, and shall be grounds for immediate termination of this Agreement.

13.       GOVERNING LAW; ENTIRE AGREEMENT.  This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to principles of conflicts of law.  This Agreement constitutes the entire agreement between On Call and you with respect to the subject matter hereof, and supersedes all previous or contemporaneous agreements, proposals, understandings and representations, written or oral, with respect to the terms and conditions hereof.  This Agreement may not be modified or amended except in a writing signed by a duly authorized representative of each party.

14.       NON-WAVIER.  The failure in any one or more instances of either party to insist upon performance of any of the terms, covenants or conditions of this Agreement, to exercise any right or privilege in this Agreement conferred, or the waiver by said party of any breach of any of the terms, covenants, or conditions of this Agreement, shall not be construed as a subsequent waiver of any such terms, covenants, conditions, rights, or privileges, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred.  No waiver shall be effective unless it is in writing and signed by an authorized representative of the waiving party.  NO ACTION, REGARDLESS OF FORUM, ARISING OUT OF THIS AGREEMENT MAY BE BROUGHT BY EITHER PARTY MORE THAN ONE YEAR AFTER THE CAUSE OF ACTION HAS ACCRUED.

15.       FORCE MAJEURE.  Neither party shall be deemed in default or otherwise liable for any delay in or failure of performance under this Agreement by reason of any act of God, fire, natural disaster, accident, riot, act of government, shortage of materials or supplies, failure of transportation or communication or of supplies of goods or services, or any other cause beyond the reasonable control of such party.

16.       POWER AND AUTHORITY; NO DISABILITY.  Sales Agent expressly represents that it is not under any disability or subject to any agreement which would limit its ability to enter into this Agreement, and that it has full right, power and authority to enter into this Agreement and to assume all of the rights and obligations contemplated hereby.

17.       NOTICES.  All notices, including notices of address changes, required or permitted to be given by either party under this Agreement shall be in writing and shall be sent by registered or by certified mail or reputable overnight commercial delivery to the address specified by each party herein.

18.       ATTORNEYS’ FEES.  In any action or proceeding to enforce any of the terms or provisions of this Agreement or on account of the breach hereof, the prevailing party shall be entitled to recover all its expenses including, without limitation, reasonable attorney’s fees. 

19.       SEVERABILITY.  In the event that any one or more of the provisions of this Agreement shall be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions of this Agreement shall not be affected.  If any one or more of the provisions contained herein shall be held to be excessively broad as to duration, activity or subject, such provisions shall be construed by limiting and reducing such provisions so as to be enforceable to the maximum extent compatible with applicable law.

20.       HEADINGS  The headings in this Agreement are used for convenience of reference and shall not be deemed to modify or affect the interpretation of this Agreement.