1. PAYMENT
Retailer shall pay Blackstone Calling Card, Inc. (hereinafter “Blackstone”) as is set forth on the front side of this invoice. If no payment terms are set forth on the front side of this invoice than payment is due, in full, with fifteen (15) days from the date forth on the front side of this invoice. All Sales are Final
except as provided herein.

2. CONSIGNMENT
If this is a consignment sale, as of the date set forth on the front side of this invoice, Blackstone Calling Card, Inc. has delivered and Retailer has in its possession the pre-paid telephone calling cards identified in the “Current Balance” column on the front side of this invoice (hereinafter “Card Inventory”). If
Blackstone has delivered the Card Inventory to Retailer on a consignment basis, as set forth on the front side of this invoice, Retailer shall pay to Blackstone the full amount due for the Card Inventory and/or return any unsold Card Inventory within 30 (thirty) days from the date of this invoice. Retailer shall
be liable to Blackstone for the Card Inventory and Retailer shall pay to Blackstone the appropriate purchase price for all Card Inventory not returned to Blackstone or paid for in full. In the event the Card Inventory is lost, destroyed or stolen while in Retailers possession, Retailer must notify Blackstone, in
writing, within 3 (three) days, at 11600 NW 34th Street, Miami, Florida 33178, Attn: LEGAL of such loss, theft, or destruction and shall, within ten (10) days thereafter, pay to Blackstone the full amount due on Card Inventory. Retailer is solely responsible for the Card Inventory.

3. TITLE TO CARD INVENTORY
If this a consignment sale, retailer agrees to hold the Card Inventory in trust for Blackstone, notwithstanding that the Card Inventory is located at Retailer’s place of business. Title to the Card Inventory shall be vested in Blackstone until such time as Retailer withdraws a pre-paid telephone calling card from the
Card Inventory and pays to Blackstone the full consideration therefore.

4. INTEREST.
Any sums due to Blackstone hereunder, which are not paid on or before the date payment is due shall be subject to one and one-half percent (1.5%) per month interest charge commencing from the invoice date.

5. RETURNS DISTRIBUTOR/SERVICE PRODUCERS.
All sales are final except as provided herein. In the event that the per minute cost to an advertised country increases by ten percent (10%) or more, Blackstone will accept return of unused product for a period of seven (7) days following the price change. Subsequently, Blackstone, in its sole discretion, may
accept return of unused product for credit equal to the purchase price of such product less a fifteen percent (15%) restocking charge. For a period of seven (7) days following the date upon which a product becomes non-functional, Blackstone will accept for credit or exchange, at its discretion, the unused
portion of the product as verified and refunded to Blackstone by the service provider. No credit or refund will be given for product purchased more than thirty (30) days prior to the date of return.

6. TAXES.
Retailer shall be responsible for the collection and remission of all local state and national sales taxes imposed in connection with the retail sale of pre-paid calling card products to end-users.

7. PROMOTIONAL MATERIALS.
Retailer agrees and acknowledges that it is the Retailer’s responsibility to make certain that any and all promotional material displayed by Retailer, including promotional material supplied by Blackstone, is in conformity with any and all State, local, or national laws regarding pre-paid telephone calling cards.
Retailer shall display all promotional material required by law.

8. NOT SERVICE PROVIDER.
Retailer understands and acknowledges that Blackstone is merely a distributor of pre-paid telephone calling card products and not a pre-paid calling card service provider. Blackstone has no control over the pre-paid calling card service providers regarding any pre-paid calling card products distributed by
Blackstone. Furthermore, Retailer acknowledges that once a pre-paid telephone card is placed in Retailer’s possession said pre-paid telephone calling card cannot be deactivated.

9. WARRANTY.
Blackstone shall pass through to purchaser such warranties as are provided to Blackstone by the service provider of the pre-paid calling care product purchased by Retailer hereunder. The manufacturer’s warranties passed on to Retailer hereunder shall be the exclusive warranties provided to Retailer
hereunder. NO OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE IS MADE; AND SUCH WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED.

10. LIMITATION OF LIABILITY.
Purchaser’s sole and exclusive remedy relating to purchases under this Agreement shall be the remedy afforded by the service provider to Retailer and/or Retailer’s customers. In no event shall Blackstone be liable under this Agreement for lost profits or revenues, or other incidental, special, or consequential
damages. In no event shall damages awarded against Blackstone exceed the purchase price paid for the product out of which any claim may arise.

11. CONSENT TO PERSONAL JURISDICTION AND VENUE; CHOICE OF LAW.
Any suit, action or other legal proceeding arising out of this Agreement shall be brought in the courts of the State of Florida. The parties to this Agreement hereby agree to, contract for and consent to the personal and subject matter jurisdiction of such court in any such suit, action or proceeding, and waive
any objection which any of them may have to the laying of the venue of any such suit, action or proceeding in Miami-Dade County, Florida. Except that, in the event that any suit or legal proceeding arising out of the Agreement is based on a claim over which exclusive jurisdiction is vested in the Courts of the
United States, such suit, action or legal proceedings shall be brought in the Courts of the United States for the State of Florida and venue shall lay only in the United States District Court for the Southern District of Florida. The Parties agree that this Agreement, being executed and delivered in the State of Florida, is to be construed and interpreted in accordance with the doctrines of choice of Laws, conflict of laws or comity.

12. INCORPORATION.
In the event that Retailer has entered into any other agreements with Blackstone including any other invoices for pre-paid calling card products, the terms and conditions of this invoice shall be deemed to be complimentary to and not in lieu of the terms and conditions contained in such Agreements. The terms
of this invoice supercede any conflicting terms contained in any purchase order.

13. ATTORNEY’S FEES
In the event Blackstone employs the services of an attorney to effect the collection of any sums due hereunder, or to recover any Card Inventory, Blackstone shall be entitled to recover from Retailer reasonable attorney’s fees and costs incurred by Blackstone in effectuating such collection or recovery.

14. RETAILER.
For purposes of this Agreement that term “Retailer” shall have the meaning afforded such term in the trade and shall specifically include, Retailers’ employees, officers, directors, independent contractors, sales representatives, buyers, successors and/or assigns.