EXHIBIT 10.1
TELECOMMUNICATIONS SERVICES AGREEMENT
(Prepaid Calling Card Services)
THIS TELECOMMUNICATIONS SERVICES AGREEMENT (this "Agreement"), is entered
into as of the 18th day of August, 1999 (the "Effective Date"), by and between:
TELEGLOBE USA INC., a Delaware corporation and U.S. carrier having a business
address at 00000 Xxxxxxxx Xxxx Xxxxx, Xxxxxx, Xxxxxxxx 00000 ("Teleglobe"); and
SARATOGA TELECOM, INC., a Nevada corporation having a business address at 0000
Xxxx Xxxxxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxxxxxxx, Xxxxxxx 00000 ("Customer", and
with Teleglobe, collectively, the "Parties" and individually, a "Party").
WITNESSETH;
WHEREAS, Customer desires to purchase certain pre-paid calling card
services provided by Teleglobe for resale in the Territory (as defined in Annex
1 attached hereto), in accordance with the terms and conditions contained
herein.
NOW THEREFORE, in consideration of the mutual covenants and agreements
hereinafter set forth, the Parties agree as follows:
1. RESALE OF THE SERVICES
1.1 Teleglobe shall provide to Customer for resale in the Territory, on a
non-exclusive basis, network and related services necessary to provide
prepaid calling card services for the provision of international switched
voice telephony via the United States, as more particularly described in
Annex 1 attached hereto (the "Services"). Customer understands and agrees
that Teleglobe, directly or through other resellers or sales agents, may
also market the Services in the Territory and elsewhere.
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1.2 The countries from which Customer may offer to its customers access to the
Services (the "Countries") shall be set forth in each order for the
Services submitted by Customer pursuant to Section 4.1 below (an "Order"),
Subject to Section 9 and other applicable provisions of this Agreement, the
Countries shall remain in effect for all Services purchased pursuant to a
particular Order, however, Teleglobe shall have the right to discontinue
any Country for any subsequent Order. Notwithstanding the foregoing,
however, Teleglobe reserves the right immediately to discontinue any of the
Countries in the event required by law the applicable PTT or any other
regulatory authority. Further, Customer acknowledges that a particular PTT
or other regulatory authority may unilaterally block access to or from any
particular Country and/or Territory.
1.3 The rates charged by Teleglobe to the Countries (the "Teleglobe Rates")
shall be set forth in each Order. The Teleglobe Rates shall remain in
effect for all Services purchased pursuant to a particular Order, however,
Teleglobe shall have the right to change the Teleglobe Rates for any
subsequent Order.
1.4 Customer understands and agrees that any Order is subject to Teleglobe's
approval and shall not be final and binding until accepted by Teleglobe
pursuant to Section 4.1 below. Teleglobe shall have the right to accept or
refuse, in whole or in part, any Order for Services obtained from Customer,
or to terminate Services to any particular Country with respect to a prior
Order, if acceptance of such Order or continued usage pursuant to a prior
Order will be or is in violation of any law, statute, governmental policy,
or is contrary to any agreement between Teleglobe and any of its
correspondents or would otherwise be contrary to Teleglobe's business
interests. Such determinations shall be made by Teleglobe in its sole
discretion. In the event of such refusal or discontinuance, Teleglobe will
advise Customer in writing of its decision and may, at its option, provide
Customer with an explanation of the reasons for refusal in order to help
Customer detect Orders which are likely to be refused in the future.
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2. OBLIGATIONS OF CUSTOMER
2.1 Customer shall be solely responsible for all activities in respect of the
resale, marketing, advertising, branding, billing, collection, customer
service and any other activity related to the Services, except as
specifically set forth in Annex 2.
2.2 Subject to Article 1.4 above, Customer shall contract directly with its
customers for the provision of the Services, and shall establish rates to
be charged to its customers (the "Customer Rates"), which Customer Rates
must be attached to the applicable Order. The Customer Rates may not be
modified on any Order already accepted by Teleglobe.
2.3 Customer agrees to designate one of its employees to attend, at Customer's
cost and expense, Teleglobe training sessions to learn the technical
aspects and provisioning requirements related to the Services. Such
training sessions will be held at Teleglobe-designated facilities from time
to time as Teleglobe deems appropriate. The cost for the presentation of
such training and the materials related thereto will be paid for by
Teleglobe. Training may be provided to Customer's personnel at Customer's
premises upon request, at Teleglobe's standard training rates plus
expenses. Customer shall be responsible for the training of any sub-agents
or resellers engaged by Customer to market and promote the Services.
2.4 Within thirty (30) days after the Effective Date, Customer shall provide
Teleglobe with prompt and accurate traffic forecasting information,
including without limitation, the number of estimated minutes per month of
Service usage by Country. Traffic forecasts also shall be provided by
Customer thereafter as may be reasonable requested by Teleglobe.
2.5 Customer understands and agrees that it is acting as carrier of record with
respect to the Services and may not co-brand any of the Services or refer
in any respect to the Services as Teleglobe Services or refer to Teleglobe
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as the underlying Service provider unless agreed to in writing by
Teleglobe. Any marketing and sale of the Services by Customer must be done
by Customer branding the Services as Customer's own, without any reference
to Teleglobe or any of its affiliates.
2.6 Customer shall prepare and develop, at its own cost and expense, such
technical, sales and/or promotional materials as it considers necessary,
which technical, sales and/or promotional materials shall comply with all
applicable laws, including without limitation, applicable consumer
disclosure laws. Any such technical, sales and/or promotional materials
utilized by Customer shall not misrepresent those representations and
warranties with respect to the Services as are provided to Customer in
writing by Teleglobe. Customer understands and agrees that Teleglobe shall
have no responsibility with respect to any such technical, sales and/or
promotional materials prepared by Customer. Upon request, Customer shall
provide Teleglobe with copies of any such technical, sales and/or
promotional materials. Receipt of any such materials shall not be deemed an
approval or acceptance thereof by Teleglobe.
2.7 Customer shall provide first line of support for all of its customer
inquiries, account changes, complaints and billing related matters. Under
no circumstances shall Customer refer retail customers directly to the
Teleglobe service center.
2.8 Customer shall maintain at all times a designated person to be primarily
and directly responsible for the performance of its obligations hereunder.
Customer shall not change such assignment without prior notice to
Teleglobe. Customer shall be permitted to resell the Services in the
Territory but shall, upon request, provide Teleglobe with the names,
business addresses and other material information about any such sales
agents and/or other resellers or carriers utilized by customer to resell
the Services. Customer shall at all times, remain liable for any actions or
omissions of any such resellers, carriers and/or sales agents and shall
indemnify and hold harmless Teleglobe from any liability therefrom.
2.9 Customer covenants and agrees to resell the Services only in the Territory
for access in the Countries, and understands and agrees that it is
expressly prohibited from reselling the Services outside of the Territory,
without Teleglobe's prior written approval.
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0. TERM AND TERMINATION
3.1 This Agreement shall commence on the Effective Date and shall continue
until terminated by either Party at any time by providing thirty (30) days
written notice. No new Orders will be accepted during the notice period.
3.2 Notwithstanding Article 3.1 above, Teleglobe may terminate this Agreement
with immediate effect and without prior recourse to any judicial authority,
by giving written notice to Customer in the event that:
(i) Customer commits a breach of any obligation imposed upon it by
this Agreement (including without limitation the failure to make
any payment when due hereunder); or
(ii) Any representation made by Customer in this Agreement is no
longer true; or
(iii)Customer becomes insolvent, or subject to a petition in
bankruptcy filed by or against it or is placed under the control
of a receiver, liquidator or committee of creditors; or
(iv) Customer assigns or attempts to assign this Agreement without
Teleglobe's prior written consent; or
(v) Customer dissolves, ceases to function as a going concern or to
conduct its operations in the normal course of business.
3.3 In the event of any termination pursuant to this Article 3, Customer
shall pay to Teleglobe any amounts owing through and including the
date of termination. In addition, Customer immediately shall cease
selling the Services, and Teleglobe shall not be liable to Customer
for any expected compensation or profits or for any investments,
expenditures or commitments made in connection with this Agreement.
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4. ORDERING, PRICING AND BILLING
4.1 Customer shall order the Services by submitting an Order in writing to
Teleglobe, in the form set forth and attached hereto as Annex 3.
Teleglobe shall confirm the acceptance for such Order as soon as
practicable after receipt. The cost for the Services shall include the
cost of any calling card provided by Teleglobe, any printing and
customized greeting charges, any shipping and handling charges, and
any other charges set forth on the particular Order.
4.2 Each Order placed must be for a minimum value of Twenty Five Thousand
US Dollars (US$ 25,000) or One Hundred Thousand (100,000) Units, or
consist of at least One Thousand (1000) calling cards (if Teleglobe is
responsible for printing the calling cards) or calling card amount
numbers.
4.3 Teleglobe shall use commercially reasonable efforts to deliver any
calling cards ordered by Customer as soon as practicable following
Teleglobe's approval of the Order. Customer acknowledges that printing
the calling cards shall take approximately four (4) weeks, and
Teleglobe shall have no liability whatsoever for any failure or delay
in the delivery of calling cards. All calling cards will be delivered
FOB Shipping Point (USA) (INCOTERMS 1990). Upon Teleglobe's shipment
of the calling cards, Customer shall assume all risk of loss or
misuse.
4.4 All calling cards and/or account numbers shall remain inactive until
Teleglobe receives a written request from Customer to activate them,
and Teleglobe receives payment in full. All calling card and/or
account numbers in the lot specified on the Order shall be activated
at the same time. All calling cards and/or account numbers shall
expire six (6) months after the date of activation. Customer
covenants and agrees to activate all calling cards and/or account
numbers within twelve (12) months after the date of the Order. Failure
to activate within such time frame will result in cancellation of the
Order without further notice, and Teleglobe shall have no further
liability to Customer in connection with such Order. Customer may
request a shorter expiration for the calling cards and/or account
numbers in its Order.
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4.5 If Customer notifies Teleglobe in writing that a particular calling
card or account number has been lost or stolen, Teleglobe will use
commercially reasonable efforts not to activate the calling card or
account number, or if already activated, to deactivate the calling
card or account number. However, Teleglobe shall have no liability to
Customer or any third party for any claims that a calling card or
account number, has been lost, stolen or fraudulently used and
Teleglobe shall not be obligated to restore any calling card or
account number value or otherwise reimburse Customer or any third
party for any calls charged to the calling card or account number.
4.6 Customer shall pay in full all amounts due Teleglobe, including
without limitation, charges described in Annex 2 as well as any
shipping and handling costs, prior to Teleglobe's activation of
calling cards and/or account numbers pursuant to an Order.
Notwithstanding Section 4.4 above, Customer agrees that the first lot
of any Order will be activated immediately upon acceptance of the
Order by Teleglobe. The remaining balance of all amounts due shall be
paid in full prior to Teleglobe's activation of calling cards and/or
account numbers pursuant to an Order. Customer acknowledges and agrees
that there shall be no credit or refund of all or any portion of the
Deposit in the event the calling cards and/or account numbers are not
utilized or expire prior to full usage.
4.7 All charges for the Services are exclusive of all taxes, duties,
surcharges (including without limitation the pay phone surcharge),
tariffs and levies or withholdings, including, but not limited to,
sales, use, or value added taxes imposed by any governmental authority
(collectively referred to as "Taxes"). If Teleglobe is for any reason
obligated to pay any Taxes in connection with the sale of the Services
hereunder then the amount of such Taxes also shall be reimbursed to
Teleglobe by Customer at the time of Customer's payment for the
Services. Customer shall be responsible for any Taxes or other
regulatory fees or expenses imposed on its sale of Services to end
users.
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0. FORCE MAJEURE
No failure or omission by Teleglobe to carry out or observe any of the
terms and conditions of this Agreement shall give rise to any claim against
Teleglobe or be deemed a breach of this Agreement by Teleglobe if such
failure or omission arises from an act of God, an act of Government, any
event specified in Section 1.2 above or any other circumstance commonly
knows and force majeure.
6. RELATIONSHIP OF CUSTOMER AND TELEGLOBE
6.1 Customer has no authority to act for or on behalf of Teleglobe, and
Customer acknowledges and agrees that it is not authorized to bind
Teleglobe to any contract or agreement of any nature whatsoever or in
any way to misrepresent the application of the Services.
6.2 Customer acknowledges and agrees that Teleglobe shall not incur any
responsibility or obligation (including but not limited to state and
federal taxes, unemployment, social security and commissions) to any
employees, agents or other permitted independent contractors of
Customer utilized by Customer in connection with Customer's commercial
use of the Services. Such persons shall at all times remain employees,
agents or independent contractors, as applicable, of Customer, and
Customer shall pay promptly when due all taxes and other liabilities
on account of such employees, agents or independent contractors.
7. ADVERTISING, USE OF TELEGLOBE MARKS
Customer understands and agrees that it may not use any of Teleglobe's
trademarks, service marks, trade names or logos (collectively, the "Marks")
or refer to Teleglobe (or any of its affiliates) in any respect in
connection with the marketing and sale of the Services hereunder. Customer
shall not use any part of any of the Marks as part of its own name or in
any other manner. It is expressly understood by Customer that the Marks
are, and shall at all times remain, the exclusive property of Teleglobe.
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8. CONFIDENTIALITY AND PROPRIETARY INFORMATION
8.1 During the Term of this Agreement and for two (2) years thereafter,
each Party shall regard and preserve as confidential all information
related to the business of the other Party, or its parent,
subsidiaries, or affiliated companies which is clearly labeled as
"proprietary or confidential" ("Confidential Information"). Each Party
agrees not to disclose any such Confidential information without first
obtaining the other Party's prior written consent. In addition,
Customer agrees not to disclose the existence of this Agreement or any
of the terms thereof, or refer to Teleglobe (or any of its affiliates)
in connection with the Services.
8.2 Each Party shall provide the same care to avoid disclosure or an
unauthorized use of the Confidential information as it provides to
protect its own Confidential information. It is agreed that access to
all Confidential information shall be limited to only such employees
or agents of thee Customer who need to know such information for
purposes of fulfilling the obligations required by this Agreement.
8.3 All Confidential information shall remain the property of the Party
releasing it, and such Confidential information, including all copies
thereof, shall be returned to the other Party or destroyed, upon
request, upon termination of this Agreement.
8.4 Notwithstanding the foregoing, neither Party shall have any obligation
with respect to Confidential information to the extent, but only to
the extent, that such information:
(i) is already in the possession of such Party, free from any
obligation to keep such information confidential;
(ii) is or becomes publicly known through no wrongful act of a Party
or any third party;
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(iii)is rightfully received from a third party without restriction
and without breach of any obligation of confidentiality;
(iv) is independently developed without use of any Confidential
information of the other Party and/or its affiliates; or
(v) must be disclosed pursuant to a court order or as required by any
competent governmental authority having jurisdiction over such
Party.
9. COMPLIANCE WITH LAWS
9.1 In performing this Agreement, Customer shall not use the Services in
any manner or for any purpose which constitutes a violation of the
laws of the Untied States or the Territory, or of the laws of any
Country in which Customer obtains access to the Services pursuant to
this Agreement, and Customer shall indemnify and hold Teleglobe
harmless from Customer's failure to do so or for the failure of its
customers to do so. Furthermore, if this Agreement, the relationship
created hereby, or the performance hereof is determined by Teleglobe
to be contrary either (a) to the laws, rules or regulations of any
such jurisdiction now or hereafter in effect, or (b) the Customer's
representations set forth in this Article 9, this Agreement will be
null and void from its inception.
9.2 Teleglobe reserves the right to cancel and/or temporarily suspend any
or all of the Services, or discontinue any Country, if Customer
engages into activities which, in the sole discretion of Teleglobe,
may cause disruption or damage to Teleglobe's network of facilities or
business reputation, or are contrary to Teleglobe's business interest.
Teleglobe shall use commercially reasonable efforts to provide
Customer with advance notice of such suspension and or cancellation
and in any case shall endeavor to provide written confirmation of such
suspension and or cancellation within a commercially reasonable time
thereafter.
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9.3 Customer acknowledges that Teleglobe has entered into this Agreement
with Customer in material reliance on the following representations
and covenants made by Customer.
(i) neither this Agreement, the relationship created hereby nor the
performance hereof is contrary to the current laws, rules, or
regulations or the Territory or of any Country in which Customer
will offer access to the Services; and
(ii) Customer has not refunded and will not refund either directly or
indirectly any money to any director, officer, employee or other
representative of Teleglobe (or of any subsidiary controlled by
or affiliated with Teleglobe) or to any such person's family.
Further, Customer represents and covenants that it has not and
will not commit itself to make nor will it actually make any
direct or indirect payments in connection with the business of
Teleglobe to any directors, officers, officials, employees or
shareholders of any governmental or private customer or
prospective customer or to such person's family, or that are
otherwise illegal under the applicable law of the Untied States
(including the Foreign Corrupt Practices Act) as well as the laws
of the Territory or any Country in which the Services are being
offered; and
(iii)Customer has all necessary authority and approvals required to
provide the Services in the Territory and in nay Country in which
Customer will offer access to the Services.
9.4 In the event that Teleglobe offers the Services subject to tariff in
the United States, if there is a conflict between the terms of this
Agreement and any such tariff, the terms of the tariff shall govern.
10. WARRANTY, LIMITATION OF LIABILITY AND INDEMNIFICATION
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10.1 EXCEPT FOR ANY EXPRESS WARRANTIES OR REPRESENTATIONS EXPRESSLY MADE
HEREIN, TELEGLOBE MAKES NO WARRANTY, EXPRESS OR IMPLIED, With RESPECT
TO THE SERVICES.
10.2 Teleglobe shall not be liable for any loss or damage sustained by
Customer or its customers due to any failure in or breakdown of the
communication facilities associated with the use of the Services, for
any interruption or degradation of the Services, whatsoever shall be
the cause or duration thereof, or for any other cause or claim
whatsoever arising under this Agreement, including without limitation,
the blocking of a Country or Territory by the applicable PTT or other
regulatory authority as specified in Section 1.2 above.
10.3 In no event shall Teleglobe be liable to Customer for consequential,
special or indirect losses or damages howsoever arising and whether
under contract, tort or otherwise (including, without limitation,
third party claims, loss of profits, or damage to reputation or
goodwill).
10.4 Customer shall indemnify, defend, and hold harmless Teleglobe (and its
affiliates, employees, agents, directors and officers) from and
against any and all liabilities, costs, damages, and costs and
expenses (including attorney's fees) resulting from Customer's (or its
employees', agents' resellers, or other independent contractors')
actions hereunder, including, but not limited to, acts of negligence,
breach of any provision in this Agreement, violation of any applicable
law or regulation, misrepresentation of the Services or unauthorized
or illegal acts.
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00. ASSIGNMENT
Except as set forth in Article 2.8 above, Customer may not assign or
transfer all or any part of its rights or obligations under this Agreement.
The provisions of this Agreement shall inure to the benefit of, and be
binding upon, any affiliate or successor in interest of Teleglobe, whether
by merger, consolidation or transfer of all or substantially all of its
assets or otherwise.
12. NOTICE
12.1 All notices, requests, or other communications hereunder shall be in
writing, addressed to the Parties as follows:
If to Customer: Saratoga Telecom Inc.
0000 Xxxx Xxxxxxxxxx Xxxxxxxxx,
Xxxxx 000
Xxxxxxxxxx, Xxxxxxx 00000
Attention: Xxx Xxxxxx
Facsimile: (000) 000-0000
If to Teleglobe Teleglobe USA Inc.
00000 Xxxxxxxx Xxxx Xxxxx
Xxxxxx, Xxxxxxxx 00000
Attention: Vice President, US Sales
Facsimile: (000) 000-0000
With a copy to: Teleglobe USA Inc.
00000 Xxxxxxxx Xxxx Xxxxx
Xxxxxx, Xxxxxxxx 00000
Attention: Vice President,
General Counsel
Facsimile: (000) 000-0000
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12.2 Notices mailed by registered or certified mail shall be conclusively
deemed to have been received by the addressee on the fifth business
day following the mailing or sending thereof. Notices sent by telex or
facsimile shall be conclusively deemed to have been received when the
delivery confirmation is received if followed by first class mail,
postage prepaid, if either Party wishes to alter the address to which
communications to it are sent, it may do so by providing the new
address in writing to the other Party.
13. MISCELLANEOUS
13.1 Any Article or any other provision of this Agreement which is or
becomes illegal, invalid or unenforceable shall be severed herefrom
and shall be ineffective to the extent of such illegality, invalidity
or unenforceability and shall not affect or impair the remaining
provisions hereof, which provisions shall be severed from any illegal,
invalid or unenforceable Article or any other provision of this
Agreement and shall otherwise remain in full force and effect.
13.2 No waiver by either Party to any provisions of this Agreement shall be
binding unless made in writing, any such waiver shall relate only to
such specific matter, non-compliance or breach to which it relates to
and shall not apply to any subsequent matter, non-compliance or
breach.
13.3 The Parties agree that the terms and conditions of Article 8 and
Article 10 shall survive termination or expiration of this Agreement.
13.4 This Agreement shall be governed by the laws of the Commonwealth of
Virginia, without reference to its principles of conflict of laws.
Customer irrevocably consents and submits to exclusive personal
jurisdiction in the courts of the Commonwealth of Virginia for all
matters arising under this Agreement.
13.5 This Agreement may be executed in multiple counterparts, each of which
shall be deemed an original.
13.6 In any action brought by Teleglobe against Customer to enforce any of
the provisions of this Agreement, Teleglobe shall be entitled to
reimbursement from Customer for all collection and enforcement costs,
including without limitation, attorneys' fees.
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13.7 This Agreement, including the following Annexes:
Annex 1 Territory
Annex 2 Services Description
Annex 3 Order Form
represents the entire understanding between the Parties in relation to
the matters herein and supersedes all previous agreements made by
either Party, whether oral or written. This "Agreement may only be
modified by a writing sighed by both Parties.
IN WITNESS WHEREOF, the Parties have executed this Agreement, or caused this
Agreement to be executed by a duly authorized officer, as of the Effective Date.
TELEGLOBE USA INC. SARATOGA TELECOM INC.
By: /s/ Xxxx Xxxxxx By: /s/ Xxxxxx X. Xxxxxx
----------------- --------------------
Name: Xxxx Xxxxxx Name: Xxxxxx x. Xxxxxx
Title: President Title: President
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XXXXX 0
XXXXXXXXX
XXXXXX XXXXXX
- Cost of an operator-assisted call shall be debited at time of call.
- Rates set forth are quoted based on traffic mix set forth in forecasts
provided by Customer. Notwithstanding Article 1.3, Teleglobe reserves the
right to change rates in event of any significant change in traffic mix,
either prospectively or retroactively, and invoice Customer accordingly.
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ANNEX 2
SERVICES DESCRIPTION
Teleglobe's Services allow Customer's customers to pre-purchase international
telephone services to complete international calls, while in the countries in
which access to the Services is provided (as set forth in Annex 1), by accessing
international toll-free numbers. Teleglobe shall debit the calling card and/or
account number for each call made. All debits to the calling card and/or account
number shall be in full minute increments, rounded up to the nearest minute.
Chargeable calls shall begin on Teleglobe receiving answer supervision.
Teleglobe will provide the following standard features:
- generation of account numbers and calling card processing;
- Customer selection of prepaid values for the calling cards/account
numbers;
- provision of toll-free numbers required to place international calls
and call termination;
- debiting of the calling card/account number for each call made;
- up to ten speed dial numbers per calling card/account number can be
programmed by the end user;
- call reorigination allowing the end-user to make multiple calls
without redialing the toll-free number and calling card/account
number;
- in-language custom prompts;
- in-language live operator assitance; and
- security features include automatic expiration of the calling
card/account number when specified in Section 4.4 of the Agreement and
forced disconnect after two invalid card number attempts.
For an additional charge, Customer may also request in its Order that Teleglobe
(1) manufacture and print the calling cards by selecting form one of Teleglobe's
standard designs, (2) add the Customer's name and logo to the printed calling
cards, (3) record a customized greeting (not to exceed thirty (30) seconds in
duration), or (4) obtain monthly traffic reports by program (SAC). All
customized calling card designs and greetings shall be subject to Teleglobe's
prior review and approval.
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Teleglobe will provide Customer Service support to a person designated by the
Customer during extended business hours between 6:00 a.m. and 12:00 a.m. (EST),
Monday through Friday, for second line trouble ticketing and support for
Customer's invoicing questions. Additionally, Trouble Reporting - facility
traffic, and quality of service faults - is available to the Customer 24
hours-a-day, 7 days-a-week.
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