Terms and Conditions

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1. Scope & Relationship. AGENT will act as a non-exclusive independent marketing agent of Kall8. Kall8 may modify any and all Kall8 services and rates may be changed at any time. AGENT is not authorized to accept any order, product or services on behalf of Kall8. AGENT is not authorized to waive any rights of, or to assume or create any contract or other obligation of any kind in the name of, or on behalf of, Kall8. AGENT shall at all times be deemed to be and act as an independent contractor and nothing in this Agreement shall be construed so as to create an employer-employee, partnership or joint venture relationship between the parties hereto. Payment of the Commission due hereunder constitutes Kall8's entire obligation for payments to AGENT under this Agreement. AGENT is solely responsible for all costs and expenses incurred by AGENT and its agents, employees and contractors in connection with Agent's performance.

2. Marketing. Kall8 will provide AGENT with Kall8 Banners and Links that AGENT may display on its Website or in on-line advertising. Any other marketing materials used by AGENT, including but not limited to Web pages designed by AGENT must accurately describe Kall8's services and pricing and may not mislead Customers. All marketing shall be consistent with and subject to the terms and conditions set forth herein, Kall8 tariffs, if applicable, and Kall8's policies for the sale of its services (which may from time to time be amended at the sole discretion of Kall8). It is AGENT's responsibility to ensure that its marketing materials and website are updated and reflect Kall8's current prices and services. AGENT may not use the Kall8 name, logo, trademark or other intellectual property of Kall8 to market any service other than Kall8 or to direct potential customers to services other than Kall8. AGENT may not use or purchase Kall8 trade names for online adverting without the express written consent of Kall8. AGENT must comply with all applicable laws, ordinances and regulations, and shall do nothing that would tend to discredit or injure the reputation of Kall8 or its services. AGENT shall not spend Spam, unsolicited emails or junk faxes. Kall8 may suspend or cancel any AGENT immediately if in the sole discretion of Kall8, AGENT's marketing or representations could confuse customers, create economic loss for Kall8 or damage the reputation of Kall8.

3. Commission. During the term of this Agreement, Kall8 shall pay AGENT a monthly commission equal to 10% of the Kall8 Commisionable Revenue collected from Customers referred by AGENT. Kall8 Commissionable Revenue shall mean net revenue received within 60 days of billing from Customers for Kall8 usage and monthly fees. Such amounts shall not include any amounts for taxes, regulatory fees, custom programming, finance fees or any other amounts received which do not represent payment for regular Kall8 services marketed by AGENT. AGENT recognizes that due to factors such as bad debt, fraud and billing errors, the collected revenue may vary from the amount billed and in the event of credit card charge backs Kall8 may have to deduct amounts that were overpaid in commission. Further, Kall8 reserves the right, at its sole discretion, to revise or adjust any Customer's bill or to change any of its telecommunications services, rates and/or discounts offered to Customers. Kall8 may from time to time modify the procedures and Commission percentages provided that any modification of the Commission percentage will not apply to orders for Kall8 services that have already been accepted by Kall8 prior to the modification of the procedures and/or Commission percentages. Commission checks will be issued only in amounts greater than $25.00. In any month that the payable Commission is less than $25 that months earned Commission will carry forward to the next month. In the event AGENT uses Kall8 services for its own account, Kall8 shall have the right of offset against AGENT's commission to secure payment. In the event a Customer objects to AGENT receiving a commission on Customer's account or Customer requires rates less than Kall8's standard rates, Kall8 reserves the right in its sole discretion to remove the account from AGENTS agency without liability of any kind including liability for future commissions related to such account. If such a removed account was on AGENTS account due to AGENTS own marketing efforts then Kall8 shall pay AGENT an account removal fee equal to one months Commission on such account. AGENT must provide Kall8 with written notice and detailed description of any commission dispute within sixty (60) days of the disputed commission report.

4. Confidentiality. AGENT may become familiar with confidential and proprietary information of Kall8 and Kall8's Customers. The name and account information of any Customer signed up by AGENT will be considered Confidential Information. Kall8 pricing, marketing and technical plans shall be considered Confidential Information. AGENT shall not disclose such Confidential Information or directly or indirectly use any of such Confidential Information for the benefit of any person or entity other than Kall8. AGENT shall be liable and responsible for any breach hereof by its employees, agents, directors or consultants. Upon any termination of this Agreement, or upon the request of Kall8, AGENT shall promptly deliver to Kall8 all Confidential Information, and AGENT shall not retain any documents or materials or copies thereof containing any Confidential Information.

5. Term. The term of this Agreement will be for an initial period of one (1) year and shall automatically renew for successive one year periods unless either party gives written notice thirty (30) days prior to the expiration of the initial term or any renewal term. However this Agreement may be terminated earlier as hereinafter provided. Immediately upon termination of this Agreement, AGENT will cease using the Kall8 Links and Banners, Kall8's name, advertising and/or other promotional material provided by Kall8 and will deliver to Kall8 all advertising and promotional material utilizing trademarks and all Confidential and Proprietary Information. The rights and obligations set forth in Sections 4, 7, 8,9,10, 11 & 12 shall specifically survive termination of this Agreement. Kall8 may terminate this Agreement immediately upon written or email notice to the AGENT in the event that AGENT breaches any material provision of this Agreement or makes any material false representations, reports, or claims in connection with the services of Kall8 or takes any action which in the sole discretion of Kall8 could reflect badly on Kall8's reputation; or after five (5) days notice AGENT fails to cure any non-material breach. Kall8 may terminate this agreement at any time with or without cause upon thirty (30) days written or email notice to AGENT. However, if Kall8 terminates this Agreement without cause (not in accordance with Paragraph 6.1 above), AGENT shall be entitled to Commissions as set forth herein for any remaining term provided AGENT does not subsequently breach any continuing obligation or provision hereof.

6. Customer Orders. Agent may refer Customers directly to the Kall8 Website via the Kall8 Banners and Links or may give prospective Customers Agent's Kall8 agent number to input during the sign-up process. If AGENT signs up Customers without the use of the Website then AGENT must submit all Customer Applications on forms specified by Kall8 and in accordance with Kall8 procedures. All Customer Applications are subject to acceptance by Kall8. Kall8 may, in its sole discretion, reject any Customer Application solicited or taken by AGENT and may discontinue offering or selling any service without liability to AGENT. No Commission will be paid on revenues from Customers referred by AGENT who are existing customers of Kall8 or who have been a customer of Kall8 within the prior 90 days of AGENT sign-up. In the event that AGENT and a Kall8 employee or another Kall8 independent agent solicit an order from the same active prospect, Kall8 will have the right to make a fair and impartial decision as to which one of the parties should continue the solicitation.

7. Kall8 Property. Nothing contained in this Agreement shall be construed as granting or conferring any rights to AGENT by license, franchise, title or interest, in Kall8 or any property of Kall8, including, without limitation, Kall8 trade names, trademarks, service marks, proprietary information, customer lists, and customer base. ALL Kall8 CUSTOMERS WHETHER SIGNED-UP BY AGENT OR OTHERWISE ARE THE SOLE PROPERTY OF AND ARE PROPRIETARY TO Kall8.

8. Prohibited Customer and Employee Contacts. At all times during the term of this Agreement, and for a period of eighteen (18) months following any termination or expiration hereof, AGENT agrees that it shall not, whether on its own account or for the account of any other person or entity (a) directly or indirectly contact customers of Kall8 for the purpose of soliciting or inducing them to terminate their business relationship with Kall8 or for the purpose of transferring their account to any competing service; and (b) directly or indirectly contact employees, agents or other marketing representatives of Kall8 with whom AGENT worked or related during the term hereof for the purpose of encouraging or inducing them to terminate their employment with Kall8 or for the purpose of encouraging or inducing them to accept employment with AGENT or with competitors of Kall8.

9. Indemnification. AGENT shall indemnify, defend and hold harmless Kall8 and its officers, directors, shareholders, agents and employees, from and against any and all claims, demands, causes of action, losses, damages, costs, and expenses (including reasonable attorney fees) (hereinafter "Claims") arising out of or relating to Agents performance, actions, or inactions pursuant to this Agreement, or breach thereof, including but not limited to claims of false or misleading advertising or representations, libel, slander or any infringement of a trademark or copyright. Kall8 may, at its election participate in the defense thereof. Kall8 may withhold payment of Commissions due AGENT under this Agreement in order to recover expenses for Claims covered by this section.

10. Disclaimer of Warranty. Kall8 makes no warranties about the services provided hereunder, express or implied, and expressly disclaims any warranty of merchantability or fitness for a particular purpose or use. In no event shall Kall8 be liable for any damages, whether direct or consequential, or claims by AGENT, Customers or any other person or entity as a result of operations malfunctioning, cessation of operations and/or any other act or omission of Kall8 in conjunction with Kall8's services or with this Agreement, even if, in any such case, Kall8 has been advised of the possibility of such damages.

11. Limitation of Liability. As a material inducement for Kall8 to provide the services hereunder, AGENT agrees that Kall8 shall in no event be liable for any loss, expense or damage for (i) loss of revenue, profit, savings, business or goodwill and (ii) exemplary, proximate, consequential, direct, indirect or incidental damages and expenses of any type or nature on account of any breach or default hereunder by Kall8 or on account of the use of the Service. Further, Kall8 shall have no liability whatsoever for any loss, cost or expense arising from the delay or failure to provide service to a customer, or from the delay or failure of Kall8 to process a customer order. Kall8's sole liability shall be limited to the obligation to pay commissions as set forth herein on Kall8 Revenue collected from Customers referred by AGENT.

12. Governing Law. This Agreement shall be governed by and construed in accordance with Washington State law. By Accepting these terms and participating in the Kall8 Agent program, AGENT consent to exclusive personal jurisdiction and venue in and before the Superior Court of the State of Washington for King County. The parties agree that any and all discovery, including but not limited to the taking of depositions and document production, shall take place in Seattle, Washington. AGENT agrees that in the event of a breach of paragraphs 5 or 13 of this Agreement by AGENT, Kall8 will suffer irreparable harm, which is difficult to measure in monetary terms and therefor consents in advance to the granting of injunctive relief without the need to post bond or the necessity of proof of amount of damages. Such relief shall be in addition to any monetary damages or such other relief a court may award.

13. Miscellaneous. The paragraph headings of this Agreement are solely for convenience and are not intended to be part of, or affect the interpretation or meaning of this Agreement. The failure of either party at any time, or from time to time, to require performance of any obligation under this Agreement shall in no manner affect the right of either party to enforce any provision of this Agreement at a subsequent time and shall not be construed as a waiver of any subsequent breach of that same provision. Kall8 may assign its rights under this Agreement. If any provision or portion of this Agreement shall be held invalid under any applicable laws, such invalidity shall not affect any other provision of this Agreement that can be given effect without the invalid provision or portion.