1. Contract Formation

(a) Background

TotalCom International, Inc. ("TCI") is a telecommunications company offering a variety of telecommunications services and products, including domestic and international pre-paid calling cards from third-party companies. TCI offers you (hereinafter referred to as "you" or the "User") an income producing opportunity to market and sell the domestic and international pre-paid calling cards upon being provided a duplicate copy of TCI's Internet Web Site (the "Web Site" or "Site"). The Web Site contains information, documents, software and products and services (collectively, the "Content") to assist you in your marketing and sales efforts.

(a) Nature of this Document

This Agreement (the "Agreement") is between you and TCI, and contains the terms and conditions that must be complied with if you wish to use any of the Content contained on the Web Site. You agree to be bound to the Agreement by either clicking the acceptance button below or accepting a user name and password or otherwise using this Site.

(b) Non-Negotiability of Terms

PLEASE READ ALL OF THE TERMS IN THIS AGREEMENT CAREFULLY BEFORE INDICATING YOUR ACCEPTANCE. IF YOU ACCEPT THIS AGREEMENT, YOU ARE HEREBY ACKNOWLEDGING THAT YOU HAVE READ ALL THE TERMS OF THIS AGREEMENT, AND AGREE TO BE BOUND BY THEM.

IF YOU DO NOT AGREE TO THESE YOU MUST EXIT THIS SITE NOW.

2. Content Use Limitations

Regarding any of the Content, except as otherwise expressly permitted in this Agreement, you may not: (i) modify or create any derivative works including translation or localization; (ii) decompile, reverse engineer or otherwise attempt to derive any source code contained in the Site; (iii) redistribute, encumber, sell, rent, lease, sublicense or otherwise transfer rights in the Content (except as expressly provided for in this Agreement); or (iv) remove or alter any trademark, logo, copyright other proprietary notices, legends, or symbols in the Content.

3. Copyright Limitations

(a) Ownership

All Content is protected by copyright and other intellectual property rights. Under the terms of this Agreement you receive only a limited right to use the Content. The Content is protected both by United States laws and international treaty provisions.

(b) No Copying

YOU MAY NOT USE, COPY, MODIFY OR TRANSFER THE CONTENT, OR ANY COPY, MODIFICATION OR MERGED PORTION, IN WHOLE OR IN PART, EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT.

4. Term

The duration of this Agreement is one (1) year from the date you indicate acceptance. The Agreement shall renew automatically unless terminated by either party within thirty (30) days after any automatic extension. Without prejudice to any other rights, TCI may terminate this Agreement if you breach any of its terms and conditions. Upon termination, TCI will terminate the Site and you must discontinue using the Site.

5. Commissions

By becoming a Referral Sales Agent with TCI you are entitled to earn commissions on the sale of our domestic and international calling cards from people to whom you refer to your Site. When you refer someone and they visit your Site, they will get their own personal Web Site automatically for free. This person will be considered to be on your 1st Level (“Level 1”). This person will buy all of their calling cards directly from their own Site. You will earn commissions on these sales.

The amount of commissions you will be able to earn from the sale of TCI calling cards is dependent on the net revenue of sales made on your 1st Level (“Level 1”) through your 4th Level (“Level 4”), within a given monthly period.

You have the opportunity to earn a commission percentage on four (4) “Levels” deep. “Level 1” consists of individuals which you recruit directly to sell TCI calling cards (“Level 1 Recruits”). “Level 2” consists of individuals recruited by “Level 1” members (“Level 2 Recruits”). “Level 3” consists of individuals recruited by “Level 2” members (“Level 3 Recruits”). “Level 4” consists of individuals recruited by “Level 3” members (“Level 4 Recruits”). However, you must first meet the specific qualifications in order to qualify for a percentage of commissions for of each of the 4 Levels. Those specific qualifications are as follows:

LEVEL 1

You will receive five percent (5%) per month commission over-ride on purchases made by “Level 1” Recruits (“Level 1 Commission”) for every month in which your total combined “Level 1” net sales is $250 or more. You will not receive “Level 1” commission in any month in which your total combined “Level 1” net sales do not exceed $250. However, you are allowed a three (3) month grace period from the date you consent to this Agreement for your total combined “Level 1” net sales to reach $250 per month. You will receive “Level 1” Commission during the three (3) month grace period regardless of your total combined “Level 1” net sales.

LEVEL 2

You will receive a three percent (3%) per month commission over-ride on purchases made by “Level 2” Recruits ("Level 2 Commission") for any month in which your total combined “Level 2” net sales exceeds $1,000. You will not receive “Level 2” commission in any month in which your total combined “Level 2” net sales do not exceed $1,000.

LEVEL 3

You will receive a two percent (2%) per month commission over-ride on purchases made by “Level 3” Recruits ("Level 3 Commission") for any month in which your total combined “Level 3” net sales exceeds $2,000. You will not receive “Level 3” commission in any month in which your total combined “Level 3” net sales do not exceed $2,000.

LEVEL 4

You will receive a one percent (1%) per month commission over-ride on purchases made by “Level 4” Recruits ("Level 4 Commission") for any month in which your total combined “Level 4” net sales exceeds $6,000. You will not receive “Level 4” commission in any month in which total combined “Level 4” net sales do not exceed $6,000.

Please note: commissions due must accrue to $25 to receive payment. Method of payment shall be through deposit into DotComCash debit card to be issued to each member upon qualification for commissions due. There is a one time fee of $20 to receive the DotComCash debit card (which will be deducted from commissions due) and a $3 per month administration fee for each agent. Agents with commissions due in excess of $250 may choose the option to receive checks.

6. Independent Contractor

You agree that you will be an independent contractor and that you are not a partner, participant in a joint venture, or employee of TCI. You shall not have the authority to enter into any contract or incur any liability on behalf of TCI. Additionally, you shall not be entitled to any benefits provided to employees of TCI and you shall be solely responsible for all self-employment taxes and any federal, state, local or other taxes that may be due as a result of your business activities pursuant to this Agreement.

7. Limited Warranty

(a) No Performance Warranty

(i) THE CONTENT IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE ENTIRE RISK AS TO THE ACCURACY, QUALITY AND PERFORMANCE OF ANY OF THE SITE CONTENT IS WITH YOU.
(ii) TCI DOES NOT WARRANT THAT THE CONTENT FUNCTIONS WILL MEET YOUR REQUIREMENTS OR THAT USE OF THE CONTENT WILL BE UNINTERRUPTED OR ERROR FREE. THE ENTIRE RISK AS TO THE ACCURACY, QUALITY AND/OR PERFORMANCE OF THE CONTENT IS WITH YOU.
(iii) SOME STATES AND COUNTRIES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE AND/OR COUNTRY TO COUNTRY.

(b) No Other Warranty

TCI DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

8. Limited Remedies

(a) Disclaimer of Consequential Damages

IN NO EVENT WILL TCI OR ITS SUPPLIERS BE LIABLE TO YOU FOR ANY DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION, ANY LOST PROFITS, LOST SAVINGS, OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE ANY PRODUCTS OR SERVICES OF TCI OR TCI'S THIRD PARTY SUPPLIERS OR ANY ELEMENT OF THE CONTENT.

(b) Rights Under State Law

SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

9. Indemnification

YOU AGREE TO INDEMNIFY AND HOLD TCI HARMLESS AGAINST ALL CLAIMS MADE BY ANY THIRD PARTY, AND ANY RELATED DAMAGES AND EXPENSES (INCLUDING REASONABLE ATTORNEYS= FEES) ARISING OUT OF OR CONNECTED WITH YOUR CONDUCT, YOUR EFFORTS TO MARKET AND SELL PRODUCTS FROM THE TCI SITE, OR ANY VIOLATION OF THIS AGREEMENT.

10. Modifications

We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on this TCI website. Modifications may include, for example, changes in price schedules, payment procedures and program rules. It is therefore important that you monitor the Site from time to time to keep abreast of possible modifications to this Agreement. Modifications will become effective as of the date of publication of the modification on the Site. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED USE OF THE SOFTWARE FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE OR NEW AGREEMENT.

11. Purchases of Products and Services from the Site

Should you encounter any difficulty with the usage of any calling card that you purchase from us here are the steps that you must take to remedy the situation; 1. Call the customer service number that was supplied to you when you purchased the card. This is the company that has all of the computer records and information regarding any usage or malfunction of the card. TCI does not have this information, the customer service number on the calling card puts you in touch with the only people who have this information. 2. If the service provider (the customer service number) does not rectify the problem to your satisfaction, we will try to assist you but you must provide us with the following information - a. date and time you called customer service and name of the representative that you spoke with, b. what did customer service tell you?, c. the PIN# and the Control# on your card, d. the phone number you were calling from and the phone number you where calling to, e. the time and date of your call, f. the nature of the problem you encountered. You acknowledge that products and services supplied to the Site are supplied not by TCI but by third party telecommunications companies. You agree that all sales made through the Site are final with regard to TCI and that if you seek any refunds, exchanges or redresses to disputes, the responsible party, and the party you must contact regarding such matters, is the third party company supplying the product or service and not TCI. You further agree that no "charge backs" will be initiated for purchases of products or services made by credit card and that you will indemnify and hold harmless TCI from any such "charge backs". Any fraudulent credit card “charge backs” made by User will be considered a breach of this Agreement and will result in the termination of User’s Site and all future commissions due to User. Any discrepancies regarding the purchase of products or services not reported within thirty (30) days from their occurrence will deemed waived.

12. Parties Outside of the U.S.

If you are located outside the U.S., then the provisions of this Section shall apply. (i) Les parties aux présentés confirment leur volonté que cete convention de même que tous les documents y compris tout avis qui síy rattchè, soient redigès en langue anglaise. (Translation: "The parties confirm that this Agreement is and will be in the English language." (ii) You are are responsible for complying with any local laws in your jurisdiction which might impact its right to import, export or use the Site, and you represent that you have complied with any regulations or registration procedures required by applicable law to make this license enforceable.

13. Export Control Laws

You agree to comply with all applicable international and national laws that apply to use of this Site, including U.S. Export Administration Regulations, as well as end-user and country destination restrictions issued by U.S. and other governments. By accepting this Agreement, you are certifying that you are not a national of Cuba, Iran, Iraq, Libya, North Korea or Syria or any country to which the United States embargoes goods and that you are not a person on the Table of Denial Orders, the Entity List or the List of Specially Designated Nationals.

14. Feedback and Information

ANY FEEDBACK YOU PROVIDE TO TCI SHALL BE DEEMED TO BE NON-CONFIDENTIAL. TCI IS FREE TO USE SUCH INFORMATION ON AN UNRESTRICTED BASIS.

15. Responsible For Account Number and Password

You are responsible for maintaining the confidentiality of your account number and/or password, if applicable. You are responsible for all uses of your account, whether or not actually or expressly authorized by you.

16. Links to Other Sites

This Site contains links to third-party Web sites that are not under the control TCI. TCI makes no representations whatsoever about any other Web site to which you may have access to through this Site. When you access a non-TCI web site, you do so entirely at your own risk.

17. Usage Guidelines.

In using the Site or any product or service of TCI (or any component thereof), User agrees that any breach of any of the terms of this Agreement and/or any fraudulent activity perpetrated by User will be prosecuted to the fullest extent of the law and will result in the complete forfeiture of all commissions earned before and after the breach and/or fraud. User agrees that it will not promote the TCI Site or any Content through "spamming" (the sending of unsolicited e-mail) or through unsolicited faxes in violation of the Telephone Consumer Protection Act or any similar law or regulation. In such promotion of the TCI Site, User also agrees not to display or otherwise use, any material, content, software or information that contains any of the following: (a) material that violates local, state or federal or international laws; (b) hate propaganda; (c) any material that is threatening, abusive, harassing, defamatory, invasive of privacy or publicity rights, vulgar obscene, profane, indecent or otherwise objectional or inappropriate, all as determined by TCI at its sole discretion; (d) any material that promotes, encourages or provides instructional information about illegal activities; or (e) any software, information or other information that contains a virus, "Trojan Horse" corrupted data. The use, by all Referral Sales Agents, of the proprietary downline information in the Agent E-Mail section located in the Referral Sales Agent's personal Web site "back end" administration area, must be in complete compliance with the Privacy and No Spamming Policies of TotalCom International, Inc. Promotion of non-TotalCom International, Inc. products or services to this downline (with the exclusion of those individuals to whom you previously have had contact) may result in your termination as a Referral Sales Agent.

18. General

(a) Governing Law

This Agreement shall be governed and construed by the laws of the Commonwealth of Virginia and the United States, without reference to the United Nations Convention on Contracts for the International Sale of Goods.

(b) Severability

If any provision of this Agreement is found to be void or unenforceable, it will not affect the validity of the balance of the Agreement, which shall remain valid and enforceable according to its terms. If any remedy provided is determined to have failed of its essential purpose, all limitations of liability and exclusions of damages set forth in the Limited Warranty shall remain in full force and effect.

(c) Entire agreement

This Agreement contains the entire agreement between you and TCI and is intended as a complete and exclusive statement of the terms of our agreement. It supersedes all negotiations, statements, promises or understandings, if any, made prior to the execution of this Agreement.

(d) Arbitration

All disputes relating to this Agreement (except any dispute regarding intellectual property rights) shall be subject to final and binding arbitration in Fairfax County, Virginia, under the auspices of the American Arbitration Association, with the losing party paying all costs of Arbitration.

(e) Acknowledgment and Exclusivity