This Agreement constitutes the terms and conditions governing the relationship between Heartland Telecom, Inc. Network America, Inc. hereinafter (“Company”), with offices at 1029 13th Street Bedford, IN 47421, on its own behalf and the ENROLLING HOTEL hereinafter (“Customer”) concerning interexchange telecommunications services.


 1.            TERM.  The initial term of this Agreement is for a period of  1 month beginning on the later of a) the date of service initiation, or b) the Effective Date as outlined on page 2, and ending 1 month thereafter ("Initial Term").  This Agreement shall be automatically renewed for additional one (1) month terms unless either party gives at least sixty (60) days written notice of termination prior to the termination date.


2.             SERVICES PROVIDED Company, when and where permitted by applicable regulations, shall provide the services described below for Customers telephone lines hereinafter (ANIs) only in accordance with the terms and conditions set forth herein, and in applicable tariffs. Company shall be the exclusive provider of the services described in this Agreement to each and every ANI covered by this Agreement. ANIs covered by this agreement include all ANIs submitted by Customer via fax, mail, paper and/or electronic media.


A.                   Operator Services and Commissions

Operator services under this agreement shall be provided at the usage rates, operator service charges, and aggregator surcharges to be assessed on operator service calls (as permitted by applicable regulations and tariffs) and at the discretion of Company.  Subject to the terms and conditions set forth herein, and under Company's vendor agreements, Customer will receive from Company:


i.              A monthly commission in an amount equal to the number of completed international operator services calls multiplied by $2.00 USD

ii.        No commission shall be due on calls handled by Company after any termination or expiration of this Agreement.


3.             REPRESENTATIONS AND WARRANTIES. Customer makes the following representations and warranties:

A.                   Customer shall make all necessary

programming arrangements to send all calls from the ANIs covered by this Agreement to Company network for the services described in Section 2 above.

B.             The person executing this Agreement has the full legal right, power and authority to bind     

Customer to the terms and conditions hereof.

C.             It is the owner or operator, or agent (with a valid Letter of Agency) of the owner or operator of the ANIs covered by this Agreement and is authorized to manage telephone operations of all the ANIs covered by this Agreement.



A.            Each party agrees to comply with all applicable federal, state and local laws, rules and regulations and orders, including but not limited to any FCC or state regulatory order relating to operator services.

B.             If either party is unable to secure the material benefits of this Agreement at any time during the term hereof due to any ruling, pronouncement, regulation or order enacted or mandated by, the FCC, any state public utility commission, any other regulatory authority, any court of competent jurisdiction or any state legislature, then the affected party may terminate this agreement upon ninety (90) days written notice to the other party without liability, provided, however, that the parties shall comply with their obligations hereunder up to the date of termination.

C.         Customer will be responsible for all fines levied by the FCC or by any federal, state, or local regulatory agency against Company and its vendors which are a result of the Customers marketing or other business activities, including but not limited to "slamming" (the unauthorized conversion of long distance carriers).


5.             INDEMNIFICATION.  Customer shall indemnify, defend, and hold Company, its officers, affiliates and vendors harmless against any loss, claim, cost, injury, expense or liability, including reasonable attorney's fees, resulting from (a) any breach of the warranties set forth herein, and (b) any default, breach or failure to perform under this Agreement, and (c) any claim by any third party for injury to persons or property arising out of Customer's operations of the location, the ANIs and any associated property and equipment.


6.             LIMITATION OF LIABILITY  Company will make payment of commissions due under this agreement pursuant to the terms of, and contingent upon the subsistence of Company's agreement with its network providers and vendors. Company and its vendors shall not be liable for any indirect, special, incidental, consequential or punitive loss or damage of any kind, including lost profits or lost commissions on lost sales /commissions (whether or not Company has been advised of the possibility of such loss or damage), arising from or relating to this Agreement, the conduct of business contemplated herein, or by reason of any act or omission in its performance.


7.                 OTHER TERMS AND CONDITIONS.

A.            Additional terms and conditions relating to services provided to Customer are contained in Company’s or its vendor's applicable tariffs. All other standard Company methods, procedures and policies will apply to the services provided under this Agreement.

B.             The validity of this Agreement, the construction and enforcement of its terms, and the interpretation of the rights and duties of the parties shall be governed by the laws of the State of Indiana.

C.             This Agreement and any information concerning its terms and conditions are the confidential and proprietary information of Company and may not be disclosed to any third party without the written consent of Company, except as may be required by legal process.

D.             This Agreement shall only be modified by written amendment, executed by duly authorized officers of Customer and Company.

E.             This Agreement shall not be assigned by Customer without the written consent of Company.  This Agreement shall be binding on the parties and their respective legal successors and permitted assigns.

F.             Customer agrees not to use the name, service marks, trademarks or trade secrets of Company and its vendors or any of its affiliates for any purpose without prior written consent of the other party.

G.            All notices, requests or other communications arising out of disputes hereunder shall be in writing to the addresses of the parties shown below the parties’ signature at the end of the Agreement.

H.             Customer shall make every effort to assist in controlling fraudulent calls placed from its properties.  If fraudulent calls continue after written notification to Customer, Company may block calls of the type identified as the source of the fraud.

I.         Company will control and own the rights to, as well as be the responsible organization for, all access types used under this agreement, including but not limited to all toll free numbers used in conjunction with originating calls from customers locations. In addition, the customer assigns all said rights to Company for any existing access numbers "ported" to Company or its vendors in conjunction with this agreement.

J.             Any dispute arising out of or relating to this Agreement shall be finally settled by arbitration in accordance with the rules of the American Arbitration Association.  The arbitration will be governed by the United States  Arbitration Act, 9 U.S.C. Sec. 1 et. seq., and judgment upon the award rendered by the arbitrator(s) may be entered by any court with jurisdiction.  The arbitration will be held in the Bloomington, IN.

K.                   In no event shall either party be liable to the other for any delay or failure to perform hereunder

which is due to causes beyond the reasonable control of said party, including, but not limited to, acts of God or of the public enemy, acts or the failure to act of local exchange carriers, other vendors or the other party, earthquakes, hurricanes, fiber cuts, switch failures, customer premises equipment performance, tornadoes, acts of government in its sovereign capacity, fires, floods, epidemics, quarantine restrictions, or strikes and freight embargoes (Force Majeure Conditions).

L.          Company reserves the right to make rate and surcharge changes at its discretion. Company also reserves the right to make periodic changes in commissions as deemed necessary due to (but not limited to) economic conditions, network cost and unforeseeable cost of doing business.

M.        Customer agrees not use information gained from its relationship with Company to circumvent Company in its business relationship with its suppliers, vendors, employees and carriers during the term of this agreement and for a period of one year after the contract termination.

N.             This Agreement shall constitute the entire understanding between the parties and supersedes all prior proposals, agreements, understandings, negotiations, whether written or oral between the parties with respect to the subject matter hereof.