CARRIER SERVICE AGREEMENT
THIS AGREEMENT IS ENTERED INTO AS OF THE 5TH DAY OF NOVEMBER, 1998 BY AND
BETWEEN EQUINOX INTERNATIONAL LLC, an Illinois company ("Equinox"), having its
main office at 000 Xxxxxx Xx, Xxxxx 000, Xxxxxxxxx Xxxxxxx, XX 00000 and
XxxxXXX.xxx, Inc. (CALLNOW) having its primary address at 00 Xxxxx Xxxxxx, XX,
XX 00000.
WITNESSETH:
WHEREAS, Equinox is in the business of providing telecommunications services and
CALLNOW wishes to resell these services.
NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants
and agreements set forth herein, the parties agree as follows:
1. Long Distance Service. Equinox will provide CALLNOW the services listed
in Exhibit A.
2. Term The term of the agreement is for a Six (6) Month period unless
earlier terminated by Equinox upon 30 days notice, if without cause,
and immediately if for cause. For cause is defined herein as breach of
this agreement, bankruptcy or assignment for the benefit of creditors,
fraud or material misrepresentation or the failure of CALLNOW to
provide financial information set forth in paragraph 15. Equinox shall
also have the right to terminate this agreement in the event that its
underlying carrier cancels its service, changes its rates, or the way
it conducts business materially impact Equinox or CALLNOW becomes
financially unsound. This Agreement shall automatically renew for
consecutive one-year terms if not otherwise terminated prior to its
expiration date.
3. Minimum Usage CALLNOW shall use its best efforts to provide Equinox
at $5000 per month in usage.
4. Billing Equinox shall xxxx CALLNOW according to RATE SCHEDULE A
attached hereto. In the event, that Equinox's rates are increased,
Equinox reserves the right to increase CALLNOW's rates upon 5 days of
written notice. In the event of such an increase, CALLNOW may cancel
this agreement prior to the effective date of such new rates.
5. Payment of Bills CALLNOW agrees to pay Equinox International weekly
for services utilized during the prior week. The payment is due 24
hours after presentation of the xxxx by Equinox International. In
addition a prepayment of one week's estimated service is due prior to
the commencement of service.
6. Confidentiality CALLNOW agrees to keep all rate information strictly
confidential.
7. Compliance With Federal and State Laws CALLNOW agrees to abide by all
federal, state and local rules, regulations and laws and CALLNOW shall
be responsible for any tariff filings it may be required to make and
payment of all applicable local, state and federal taxes.
8. Notices All communications, notices, requests, instructions, consents
or demands given under this agreement will be in writing and will be
deemed to have been duly given when delivered to, or mailed by prepaid,
registered or certified mail addressed to, the party whom intended, as
follows, or to such other address as may be furnished by such party in
the manner provided herein:
IF TO EQUINOX: EQUINOX INTERNATIONAL LLC
000 XXXXXX XX. #000
XXXXXXXXX XXXXXXX, XX 00000
ATTENTION: Xxxxxx XxXxxx
IF TO CALLNOW: XXXXXXX.XXX, INC.
00 XXXXX XXXXXX
XXX XXXX, XX 00000
ATTENTION: Xxxxxxxxx Xxxxxxxxxxx
9. Liability and Indemnification Equinox shall not be liable for
consequential, special, punitive or incidental damages or loss of
profits relating to service interruptions or the providing of service.
Equinox shall not be liable for any fraudulent calls related to the
CALLNOW's account. CALLNOW agrees to indemnify and hold harmless
Equinox from any claims of third parties associated with CALLNOW.
10. Governing Law This Agreement in all respects be governed by and
construed under the laws of the State of Illinois without giving effect
to provisions thereof concerning conflict of laws. The parties agree to
jurisdiction within the State of Illinois and disputes relating hereto
shall be brought in state or federal courts located within the State of
Illinois.
11. Entire Agreement This Agreement sets forth the entire understanding
of the parties hereto with respect to the subject matter, merges and
supersedes all prior and contemporaneous understandings and may not be
waived or modified, in whole or in part, except by a writing signed by
each of the parties hereto. No waiver of any provisions of this
agreement in any instance may be deemed to be a waiver of the same or
any other provisions in any other instance.
12. Binding Agreement This Agreement will be binding upon, enforceable
against, and insure the benefit of, the parties hereto and their
respective successors and assigns, and nothing herein is intended to
confer any right, remedy or benefit upon any other person.
13 Enforceability If any provision of this Agreement is held to be
invalid or unenforceable by a court of competent jurisdiction, this
Agreement will be interpreted and enforceable as if such provision were
not contained herein, the provisions of this Agreement being severable
in any such instance.
14. Further Assurances CALLNOW hereby authorizes Equinox to obtain credit
information on CALLNOW. CALLNOW will upon request, provide financial
statements, tax returns, business plans, TRW and D&B Reports, company
brochures or other literature on CALLNOW which is reasonably available
to CALLNOW.
EQUINOX INTERNATIONAL LLC: XXXXXXX.XXX, INC.
BY: Xxxxxx XxXxxx BY: /s/ Christian Bardenhueur
-------------------------------- --------------------------------
TITLE: Managing Director TITLE: CEO
----------------------------- -----------------------------
ADDRESS: 575 Tollgak ADDRESS: 00 Xxxxx Xx.
--------------------------- ---------------------------
Xxxxx, Xx 000000 XX, XX 00000
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EXHIBIT A TO CARRIER SERVICE AGREEMENT WITH EQUINOX INTERNATIONAL LLC
11/5/99
Services to be provided to CallNOW. com, Inc. for resale by Equinox
International LLC
1. Virtual online telephone calling cards
2. Fax service over the Internet (e-Fax)
3. U.S. National Long Distance
