BBS 900(tm) Service Agreement 1. Description of Service. AudioText Services, Inc., hereinafter, AUDIOTEXT, agrees to provide 900 number service to Client to be used in conjunction with the BBS 900 software. This shall include programming the extension that will identify the Client's BBS. The service will provide callers with a unique redemption code which can then be used towards getting access time on the client's BBS. 2. Responsibilities of Client. A. Client shall strictly adhere to the following guidelines when advertising the 900 number: 1. Callers under 18 must get parental permission. 2. Charge for the call shall be shown at all times when the 900 number is shown. 3. Advertising in places other than the BBS must be approved by AUDIOTEXT prior to the ad appearing. 4. All such other requirements as may be imposed by MCI or any regulatory or governmental body. B. Client shall provide the callers to their BBS who enter a proper redemption code, access on that BBS for the appropriate amount of time. C. Client shall notify AUDIOTEXT, in writing, at least 30 days in advance of any changes to the Client's address, telephone number, BBS phone number(s) or if Client is no longer able to provide access to users who call the 900 service and receive a valid redemption code or if Client will no longer be using the BBS 900 software. D. Client shall provide a permanent account on their BBS for AUDIOTEXT with access to the BBS 900 software. The account shall be named AUDIOTEXT and password of 900xxx where xxx is the bbs id code. 3. Payments and charges. A. Callers to the 900 service will be billed $10 for calling 900-443-4227 or $25 for calling 900-443-2279. B. AUDIOTEXT will receive a Net Revenue payment from The Carrier. Net Revenues are defined as the amount billed to the caller less charges from The Carrier for billing and transport, any applicable taxes, adjustments resulting from caller inquiry, or any other charges. These payments are established in a standard agreement between AUDIOTEXT and The Carrier. The client will receive revenue as defined in attachment "A" for each call to their extension that results in the provision of a redemption code to the caller, subject to the provisions of 3C below. C. The Net Payment may be further adjusted by AUDIOTEXT to account for chargebacks. Chargebacks are defined as any adjustment from The Carrier other than billing fees, transport and any applicable taxes. AUDIOTEXT reserves the right to modify the amount held as a result of chargebacks or caller abuse. D. Remittance of Net Payment after service charges and holdbacks will be made once per month to client and within 10 days after receipt by AUDIOTEXT from The Carrier. Receipt of payments from The Carrier typically occurs 60-90 days from the date the call was made and is solely under the the control of The Carrier. E. Client acknowledges that extensions to the 900 number will be provided to others and that this agreement is non-exclusive. In the event the calling detail provided to AUDIOTEXT by the Carrier is not, in AUDIOTEXT's sole opinion, sufficient to allocate chargebacks to specific extensions, then AUDIOTEXT shall allocate to Client a pro rata percentage of such chargebacks. The pro rata share shall be determined by the ratio of Client's Net Revenue to the total net revenues for all extensions multiplied by the amount of chargebacks to be allocated. 4. Term. The term of this service agreement shall be one year, after which time it will automatically renew for one year periods thereafter. This agreement may be terminated without cause by either party by giving 30 days written notice to the other. AUDIOTEXT may terminate this agreement immediately if client breaches any part of this agreement or if The Carrier terminates or threatens to terminate service for any reason, in which case AUDIOTEXT may withhold all revenue for up to twelve months in accordance with the carriers guidelines for chargebacks. 5. Indemnification and Force Majeure. A. Each party covenants and agrees to indemnify, defend, and hold the other harmless from and against all claims (whether valid or invalid), public or private, or otherwise, and any and all other loss, damages, expense, injury, liability, suit, judgments, demands, actions, proceedings or causes of action of any kind including reasonable attorneys fees and disbursements arising from, out of, or in conjunction with (a) the use and/or content of any messages placed on the service including but not limited to, libel or slander of person, product or profession, invasion of privacy or violation of copyright or (b) the indemnifying party's failure to perform or breach of this Agreement, including any representation or warranty made herein. Neither party shall have liability for damages due to fire, explosion, lightning, pest damage, power surges or failures, acts of God, acts of third parties or other causes beyond the other party's control whether or not similar to the foregoing, including regulatory restrictions. Neither party shall be liable to the other party for any indirect, special, incidental, consequential, or punitive loss or damage of any kind, including lost profits (whether or not the non-claiming party has been advised of the possibility of such loss or damage), by reason of any act or omission in its performance under this Agreement B. AUDIOTEXT's entire liability resulting from AUDIOTEXT's failure to perform any of it's legal obligations under this Service Agreement shall be Clients actual, direct damages as might be provable in a court of law, but not to exceed the amount paid to AUDIOTEXT for services pursuant to this Service Agreement. C. Any legal action brought by Client against AUDIOTEXT with respect to this service agreement must be within twelve months after the cause of action arises. D. AUDIOTEXT shall not be liable for any damages incurred by Client resulting from equipment failure and/or any technical difficulties that may be experienced by AUDIOTEXT. 6. General. A. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. B. Relationship of the Parties. The parties of this Agreement are independent contractors. Nothing contained herein or done pursuant hereto shall be construed to create any relationship of principal and agent, or employer and employee, between Client and AUDIOTEXT. C. Entirety. This Agreement constitutes the entire Agreement between the parties relating to the subject matter hereof. The provisions hereof may not be changed except by an amendment signed by both parties hereto. By signing below, you acknowledge that you have read and understood the terms and conditions accompanied with this agreement and that you are over 18 years of age. Those under 18 must get an adult to sign and take responsibility for the terms of this agreement. Accepted on this ______ day of _______ 19 ____ by, ___________________________ Client (BBS name) ___________________________ Authorized Signature ___________________________ Print Name ___________________________ Title address:__________________________ __________________________ __________________________ Voice # _________________________ BBS # ________________________ BBS Software _____________________ (i.e. The Major BBS, Wildcat, TBBS or PCBoard) ___________ BBS ID Code (to be assigned by us) _______________ MBBS Reg # (for Major BBS sysops only) Instructions: Make a hard copy of this text file. Read and sign the agreement, then mail or fax to: AudioText Services, Inc. P.O. Box 2449 Orlando, Florida 32802 Tel: (407) 426-8355 Fax: (407) 426-8354 After we receive it, we will assign you a BBS ID Code. Then you will be notified how to obtain the necessary data files. ________________________________________________________ Attachment "A" Revenue payout for BBS 900 1-10 codes per month 11+ codes per month $10 line $7.50 $8.00 $25 line $20.00 $21.00