Effective Date: October 3, 2007

Studentphoneplan.com User Agreement

These terms and conditions (the “Agreement”), together with the Studentphoneplan.com Website Terms and Conditions, which is hereby incorporated into and made part of this Agreement, shall constitute the entire agreement between Studentphoneplan.com websites, Internet properties of Kalendar Productions Inc., and you governing your participation as a customer (“Customer”) in the phone card pin distribution system operated by studentphoneplan.com.

By submitting your order (the “Order”), you are confirming that you: a) have fully read this Agreement; b) understand all of the terms and conditions of this Agreement; and c) agree to be fully bound by this Agreement.

This Agreement is subject to change at any time, in Studentphoneplan.com’s sole discretion, and such changes shall be effective upon their posting at the Studentphoneplan.com website, http://studentphoneplan.com/terms.php. Bookmark this page and check it frequently as it is up to Customer to refer to this page to remain abreast of any and all amendments and/or changes to this Agreement. By Customer’s continued participation in Studentphoneplan.com, Customer is fully subject to any and all changes to this Agreement as they are posted.

1. Use of Studentphoneplan.com

1.1 To use Studentphoneplan.com, you must be an entity or an individual of at least eighteen (18) years of age, with the requisite equipment and Internet connection to access Studentphoneplan.com. If any of the information supplied as part of your Order changes, at any time, you must immediately inform Studentphoneplan.com of same to reflect such changes in your Customer profile.

1.2 Studentphoneplan.com may reject your Order and/or terminate your participation in Studentphoneplan.com at any time and for any reason, in Studentphoneplan.com’s sole discretion. Such reasons may include, without limitation:

A. Where Studentphoneplan.com believes that you are in any way in breach of this Agreement;

B. Where Studentphoneplan.com believes that you and/or any other website customerd with, owned, operated and/or controlled by you (“Customer Website”) is unsuitable for Studentphoneplan.com for any reason including, without limitation, that the Customer’s actions could be considered unlawful, harmful, threatening, defamatory, obscene, harassing or otherwise objectionable;

2. Customers

2.1 Studentphoneplan.com grants to Customers a non-exclusive, non-transferable, revocable and limited license to use Studentphoneplan.com in accordance with the terms, and during the term, of this Agreement. Studentphoneplan.com enables Customers to purchase products from merchants listed on Studentphoneplan.com (“Merchant”).

2.2 Studentphoneplan is not responsible for any additional charges made by cellular phone providers when the Studentphoneplan long service is used from a cellular phone.

2.3 Upon payment approval, Customer will be sent a Product via electronic mail. Merchant customer service contact information will be contained in the electronic mail. Any problems with Product are to be handled between Customer and Merchant. Studentphoneplan.com has no liability or responsibility to review, endorse, police or enforce any such products or customer service policies.

2.4 Studentphoneplan.com is in no war responsible for the storage of any information regarding customer orders. This includes, but is not limited to: order times; order dates; Products purchased; PIN numbers purchased

3. Representations and Warranties

3.1 Customer hereby agrees that it will not make any representations, warranties or other statements concerning Studentphoneplan.com, any Merchant or any Merchant products and/or services on any Customer Website except as expressly authorized herein

4. Term and Termination

4.1 Studentphoneplan.com may, in its sole discretion, terminate this Agreement at any time, with or without cause. Merchant may terminate the Customers access to Studentphoneplan.com with or without cause.

4.2 If Customer is terminated by Studentphoneplan.com for breach of this Agreement, Customer shall not be eligible to purchase any subsequent products or enter into a new Studentphoneplan.com Customer Service Agreement with Studentphoneplan.com, and any attempt to do so shall be null and void.

5. Studentphoneplan.com Network Service

5.1 In operating Studentphoneplan.com, Studentphoneplan.com relies, in part, on data provided by Merchants. Studentphoneplan.com is not obligated to confirm, and does not warrant or guarantee, the accuracy, truth or completeness of any data provided by Merchants.

5.2 Where Customer believes that any of the Merchant information contains errors, Customer must notify Studentphoneplan.com and the applicable Merchant, in writing, within fifteen (15) days of the related Order. Any dispute between Customer and any Merchant must be resolved by Customer and that Merchant. Customer agrees that Studentphoneplan.com shall have no obligations and incur no liabilities to Customer in connection with any such dispute.

6. Payments

6.1 Customer is solely responsible for any and all tax obligations, if any, due to all taxing authorities arising from or in connection with Customer’s participation in Studentphoneplan.com and/or any Merchant Campaign.

7. Representations and Warranties: Customer hereby represents and warrants to Studentphoneplan.com as follows:

7.1 This Agreement has been duly and validly executed and delivered by Customer and constitutes Customer’s legal, valid and binding obligation which is fully enforceable against Customer in accordance with its terms;

7.2 Customer is duly licensed, authorized and certified by all applicable governmental and regulatory authorities to perform Customer’s rights and duties pursuant to this Agreement;

7.3 Customer understands and agrees that Studentphoneplan.com will enter into similar agreements with other Studentphoneplan.com customers;

7.4 Customer understands and agrees that Customer has independently evaluated the desirability of purchasing from Studentphoneplan.com and that Customer has not relied on any representation and/or warranty other than those set forth in this Agreement;

7.5 The execution, delivery and performance by Customer of this Agreement will not conflict with or violate: (i) any provision of law, rule or regulation to which Customer is subject; (ii) any order, judgment or decree applicable to Customer; (iii) any provision of Customer’s corporate by-laws or certificate of incorporation; or (iv) any agreement or other instrument applicable to Customer;

7.6 Customer’s performance under this Agreement will not: (i) invade the right of privacy or publicity of any third person; (ii) involve any libelous, obscene, indecent or otherwise unlawful material; (iii) violate any applicable law, rule, Federal Trade Commission implementing regulation and/or court order; and/or (iv) otherwise infringe upon the rights of any third parties including, without limitation, those of copyright, patent, trademark, trade secret or other intellectual property right, false advertising, unfair competition, defamation, invasion of rights of celebrity, violation of any anti-discriminatory law or regulation, or any other right of any person or entity;

7.7 There is no pending or, to the best of Customer’s knowledge, threatened claim, action or proceeding against Customer; and

7.8 Customer will be solely responsible for the use of the Product. In the case of an e-mailed PIN number such responsibilities include, without limitation: (i) ensuring that the Customers e-mail system is in good working condition including but not limited to ensuring that spam-filters do not block traffic from studentphoneplan.com; (ii) recording e-mailed PIN in hard copy when it is received; (iii) ensuring that the PIN’s intended use does not infringe upon the rights of any third party and are not defamatory, obscene, libelous, harmful, illegal or otherwise offensive.

8. Publicity

8.1 Customer agrees that Studentphoneplan.com may use Customer’s comments, any associated transaction information in Studentphoneplan.com marketing materials and press releases, without compensation to Customer. Customer's personally identifiable information will not be used without concent from Customer.

8.2 Customer shall not create, publish, distribute or permit any written material that makes reference to Studentphoneplan.com without first submitting such material to Studentphoneplan.com and receiving prior written consent from Studentphoneplan.com, which Studentphoneplan.com may withhold in its sole discretion.

9. Proprietary Rights

9.1 The content, organization, graphics, design, compilation, magnetic translation, digital conversion, software and other matters related to Studentphoneplan.com, and the Studentphoneplan.com Website are protected under applicable copyright, trademark and other proprietary (including, without limitation, intellectual property) rights. The use, copying, redistribution and/or publication by Customer of any part of Studentphoneplan.com, Links and the Studentphoneplan.com Website, other than as contemplated hereunder, is strictly prohibited.

9.2 Customer does not acquire any ownership rights to Studentphoneplan.com, and/or the Studentphoneplan.com Website. The availability of Studentphoneplan.com, and the Studentphoneplan.com Website does not constitute a waiver of any rights related thereto.

10. Collection and Use of Transaction Data

10.1 Studentphoneplan.com collects certain personally identifiable information about Customer. This information shall include, but not be limited to, the geographical location of Customer, the age of the customer. All personally identifiable information that Studentphoneplan.com collects from Customer is also intended for administrative needs, for which purpose such data are required.

11. Amendments

11.1 Upon prior written notice to Customer, Studentphoneplan.com may, at any time, add to, remove or otherwise amend any or all terms, conditions and/or other provisions of this Agreement and/or Studentphoneplan.com.

11.2 Customer’s continued use of Studentphoneplan.com after notice is given (and after expiration of any applicable prior notice period) shall constitute Customer’s binding and legally enforceable agreement to such change. If Customer does not wish to accept any such change, then Customer must terminate Customer’s account with Studentphoneplan.com and cease using Studentphoneplan.com.

12. Indemnification

12.1 Customer agrees to indemnify, defend and hold Studentphoneplan.com, its parents, customers and/or subsidiaries, and each of their respective officers, partners, members, managers, employees, agents and attorneys, harmless from and against any and all liabilities, claims, actions, suits, proceedings, judgments, fines, damages, costs, losses and expenses (including reasonable attorneys’ fees, court costs and/or settlement costs) arising from:

A. Any third party claim related to the Customer Website and/or Customer’s marketing practices;

B. Customer’s breach of this Agreement and/or any representation or warranty contained herein;

C. Any allegation that Customer has infringed upon the trademark, trade name, service mark, copyright, license, intellectual property or other proprietary right of any third party;

D. Any content, goods or services offered, sold or otherwise made available by Customer on the Customer Website or otherwise;

E. Any claim that Studentphoneplan.com is obligated to pay any taxes in connection with payment made to Customer in connection with this Agreement and/or any Merchant Campaign; and/or

F. Customer’s participation in Studentphoneplan.com, in any manner whatsoever.

13. Disclaimers/Limitation of Liability

13.1 STUDENTPHONEPLAN.COM, STUDENTPHONEPLAN.COM WEBSITE AND PRODUCTS ARE PROVIDED ON AN "AS IS” AND "AS AVAILABLE" BASIS AND ALL WARRANTIES, EXPRESS AND IMPLIED, ARE DISCLAIMED (INCLUDING, WITHOUT LIMITATION, THE DISCLAIMER OF ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY AND/OR FITNESS FOR A PARTICULAR PURPOSE). STUDENTPHONEPLAN.COM, STUDENTPHONEPLAN.COM WEBSITE AND/OR PRODUCTS MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. STUDENTPHONEPLAN.COM HAS NO LIABILITY, WHATSOEVER, TO CUSTOMER OR ANY THIRD PARTY, FOR CUSTOMER’S USE OF, OR INABILITY TO USE, STUDENTPHONEPLAN.COM, STUDENTPHONEPLAN.COM WEBSITE AND/OR LINKS AND STUDENTPHONEPLAN.COM DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS AND IMPLIED, THAT CUSTOMER’S USE OF THE SAME WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT ANY OF THE MERCHANT CAMPAIGNS WILL BE AVAILABLE TO CUSTOMER. IN PARTICULAR, BUT NOT AS A LIMITATION THEREOF, STUDENTPHONEPLAN.COM IS NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LITIGATION OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE NEGATION OF DAMAGES SET FORTH HEREINABOVE IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN STUDENTPHONEPLAN.COM AND CUSTOMER. STUDENTPHONEPLAN.COM, STUDENTPHONEPLAN.COM WEBSITE AND LINKS WOULD NOT BE PROVIDED TO CUSTOMER WITHOUT SUCH LIMITATIONS. STUDENTPHONEPLAN.COM MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO ANY RESULTS OBTAINABLE THROUGH STUDENTPHONEPLAN.COM. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY CUSTOMER FROM STUDENTPHONEPLAN.COM THROUGH STUDENTPHONEPLAN.COM, STUDENTPHONEPLAN.COM WEBSITE AND LINKS SHALL CREATE ANY WARRANTY, REPRESENTATION AND/OR GUARANTEE NOT EXPRESSLY STATED IN THIS AGREEMENT.

13.2 ALL RESPONSIBILITY AND/OR LIABILITY FOR ANY AND ALL DAMAGES CAUSED BY, AND/OR THROUGH, STUDENTPHONEPLAN.COM, STUDENTPHONEPLAN.COM WEBSITE AND PRODUCTS IS EXPRESSLY DISCLAIMED. CUSTOMER UNDERSTANDS AND AGREES THAT PARTICIPATION IN STUDENTPHONEPLAN.COM AND ACCESS AND/OR USE OF THE STUDENTPHONEPLAN.COM WEBSITE AND PRODUCTS IS UNDERTAKEN SOLELY AT CUSTOMER’S OWN DISCRETION AND AT CUSTOMER’S OWN RISK. CUSTOMER IS ALSO SOLELY RESPONSIBLE FOR ANY USE, OR ALLEGED USE, OF STUDENTPHONEPLAN.COM, STUDENTPHONEPLAN.COM WEBSITE AND PRODUCTS THAT MAY INFRINGE UPON A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS.

13.3 UNDER NO CIRCUMSTANCES SHALL STUDENTPHONEPLAN.COM BE LIABLE TO CUSTOMER OR ANY THIRD PARTY (INCLUDING, WITHOUT LIMITATION, ANY CUSTOMERS OBTAINED THROUGH CUSTOMER’S MARKETING EFFORTS) IN ANY MANNER WHATSOEVER ARISING FROM CUSTOMER’S PARTICIPATION IN STUDENTPHONEPLAN.COM. STUDENTPHONEPLAN.COM’S MAXIMUM AGGREGATE LIABILITY TO CUSTOMER AND ANY THIRD PARTY UNDER ANY AND ALL CIRCUMSTANCES SHALL BE $300. CUSTOMER RECOGNIZES AND ACKNOWLEDGES THAT THIS LIMITATION OF DAMAGES IS FAIR AND REASONABLE.

14. Force Majeure

14.1 Customer agrees that Studentphoneplan.com will not be liable, or be considered to be in breach of this Agreement, on account of Studentphoneplan.com’s delay or failure to perform as required under the terms of this Agreement as a result of any causes or conditions that are beyond Studentphoneplan.com’s reasonable control and that Studentphoneplan.com is unable to overcome through the exercise of commercially reasonable diligence (a “Force Majeure Event”).

14.2 If any such Force Majeure Event occurs including, without limitation, acts of God, fires, explosions, telecommunications or network failure, results of vandalism or computer hacking, storm or other natural occurrences, national emergencies, insurrections, riots, wars, strikes or other labor difficulties, or any act or omission of any other person or entity, Studentphoneplan.com will give Customer notice and will use commercially reasonable efforts to minimize the impact of any such event.

15. Miscellaneous.

15.1 This Agreement shall be treated as though it were executed and performed in Richmond Hill, Ontario and shall be governed by and construed in accordance with the province of Ontario (without regard to conflict of law principles). Customer agrees that the exclusive jurisdiction and venue of any action with respect to this Agreement shall be in the Richmond Hill Small Claims Court, Richmond Hill, Ontario, Canada, and each of the parties hereby submits to the exclusive jurisdiction and venue of such courts for the purpose of such action.

15.2 Should any part of this Agreement be held invalid or unenforceable, that portion shall be construed consistent with applicable law and the remaining portions shall remain in full force and effect.

15.3 Customer agrees that any unauthorized and/or unlawful use of Studentphoneplan.com would result in irreparable injury to Studentphoneplan.com for which monetary damages would be inadequate. In such event, Studentphoneplan.com shall have the right, in addition to other remedies available to it pursuant to this Agreement, to immediate injunctive relief against Customer without the need to post a bond. Nothing contained in this Agreement shall be construed to limit any legal remedies available to Studentphoneplan.com.

15.4 Studentphoneplan.com and Customer are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative or employment relationship between the parties. Customer has no authority to make or accept any offers or representations on behalf of Studentphoneplan.com. Customer is prohibited from making any statement, whether on the Customer Website or otherwise.

15.5 To the extent that anything in or associated with the Studentphoneplan.com Website and Studentphoneplan.com Network is in conflict or inconsistent with this Agreement, this Agreement shall take precedence.

15.6 Studentphoneplan.com’s failure to enforce any provision of this Agreement shall not be deemed a waiver of such provision nor of the right to enforce such provision.

15.7 Any attempt by any individual, whether or not a Customer, to damage, destroy, tamper with, vandalize and/or otherwise interfere with the operation of Studentphoneplan.com, is a violation of both criminal and civil law and Studentphoneplan.com will diligently pursue any and all remedies in this regard against any offending individual or entity to the fullest extent permissible by law and in equity.

15.8 This Agreement will be binding on, inure to the benefit of and be enforceable against the parties and Studentphoneplan.com’s successors and assigns. Customer is not permitted to transfer any rights and obligations pursuant to this Agreement. Any attempt to do so will result in the immediate termination of this Agreement.

15.9 This Agreement is the entire agreement between the parties pertaining to its subject matter, and supersedes all prior written or oral agreements (including prior versions of this Agreement and any conflicting confidentiality agreements), representations, warranties or covenants between the parties with respect to such subject matter. There are no third party beneficiaries of this Agreement. The headings of sections or other subdivisions of this Agreement will not affect in any way the meaning or interpretation of this Agreement.

15.10 Studentphoneplan.com may provide notices to Customer by posting notices or links to notices in Customer’s Studentphoneplan.com Network Account Area. Notices to Customer also may be made via e-mail, regular mail, overnight courier or facsimile at Customer’s contact addresses of record for Studentphoneplan.com. If Customer provides notice to Studentphoneplan.com, such notice shall be sent, postage prepaid by registered or certified mail or by international or domestic overnight courier, to: Kalendar Productions, Inc., Suite 127, 1052 Yonge Street, Richmond Hill, Ontario. L4C 3C7. Attn: President. Notices sent by email or telecopy, with or without electronic confirmation, will not be deemed to be valid unless actual receipt is confirmed in writing by an authorized personnel member of Studentphoneplan.com.

Studentphoneplan.com Affiliate Agreement

These terms and conditions (the “Agreement”), together with the Studentphoneplan.com Website Terms and Conditions and the User Agreement, which is hereby incorporated into and made part of this Agreement, shall constitute the entire agreement between Studentphoneplan.com websites, Internet properties of Kalendar Productions Inc., and you governing your participation as an affiliate (“Affiliate”) in the phone card pin distribution system operated by studentphoneplan.com.

By becoming an affiate of Studentphoneplan.com (the “Registration”) whether directly, through our in-house affiliate program or through an affiliate network, you are confirming that you: a) have fully read this and the User Agreement; b) understand all of the terms and conditions of this Agreement; and c) agree to be fully bound by this Agreement.

This Agreement is subject to change at any time, in Studentphoneplan.com’s sole discretion, and such changes shall be effective upon their posting at the Studentphoneplan.com website, http://studentphoneplan.com/terms.php. Bookmark this page and check it frequently as it is up to Customer to refer to this page to remain abreast of any and all amendments and/or changes to this Agreement. By Affiliate's continued participation in Studentphoneplan.com, Affiliate is fully subject to any and all changes to this Agreement as they are posted.

1. Acceptable use policy: Name and Logo

1.1 The Studentphoneplan.com name, logo and the stylistic trends associated with each must not be altered in any way by Affiliate without the written consent and subsequent approvel of Studentphoneplan.com. All artwork supplied by Studentphoneplan.com or it's affiliate networks must be left in it's original form, including but not limited to: colours, shape and size.

1.2 The Studentphoneplan.com name may be bid on and used in search marketing efforts by Affiliate. Search terms that are unrelated to the selling of pre-paid overseas long distance cards may not be bid on, or optimized for in assocation with the Studentphoneplan.com name.