XLVOX Sales Associate Agreement

This is an agreement ("Agreement") between XLVOX Inc. ("we," "us", "company" or "XLVOX") and the Sales Associate ("you," "user", “Sales Assocate”,"Partner") of XLVOX's Sales Associate / Partner Program.

BY INDICATING IN YOUR APPLICATION, YOU REPRESENT THAT YOU ARE OF LEGAL AGE TO ENTER INTO THIS AGREEMENT AND THAT YOU HAVE READ AND UNDERSTAND FULLY THE TERMS AND CONDITIONS OF THIS AGREEMENT.

1. The Partner shall have the right to sell the products and offered by XLVOX in accordance with XLVOX's marketing program and statement of policy, which may be amended and changed from time to time.

2. Upon notification to Partners, XLVOX, at its discretion, may amend the marketing plan, statement of policy, and terms of this Partner Agreement.

3. The Partner has carefully reviewed XLVOX's marketing plan and policies and procedures, and acknowledges that they are incorporated as part of this agreement in their present form and modified from time to time by the company.

4. A Partner shall be entitled to cancel participation in the marketing program at any time and for any reason upon notice to the company.

5. The Partner is an independent contractor responsible for his own business and not an employee of XLVOX. The Partner will not be treated as an employee in regard to any laws covering employees.

6. This agreement does not constitute either a sale of a franchise or a distributorship, and absolutely no fees have been or will be required from the Partner for the right to distribute the company’s products and services. This agreement is not intended and shall not be construed to create a relationship of employer-employee, agency, or joint venture between any Partner and the company.

7. As an independent contractor, the Partner shall:

a. Abide by any and all federal, provincial, county and local laws, rules and regulations pertaining to this agreement and/or the acquisition, receipt, holding, selling, distributing or advertising of company products and services.

b. At the Partner’s own expense, make, execute or file all such reports and obtain such licenses as are required by law or public authority with respect to this agreement and/or the receipt, holding, selling, distributing or advertising of company products and services.

8. No purchase or investment is necessary to become a XLVOX Partner other than subscription to XLVOX internet telephone service and the Sales Associate Fee which covers the costs of training and sales materials provided to the Sales Associate.

9. This agreement constitutes the entire agreement between the Partner and XLVOX Inc. Any dispute or claim between Partner and XLVOX arising out of or relating to this Agreement shall be resolved by a arbitration organization of XLVOX's choosing. The arbitration shall take place in Toronto, ON, Canada and shall be conducted in English. The arbitrator's decision shall follow the plain meaning of the relevant documents, and shall be final and binding. Without limiting the foregoing, the parties agree that no arbitrator has the authority to: (i) award relief in excess of what this Agreement provides; or (ii) award punitive or exemplary damages. Judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. All claims shall be arbitrated individually and Customer will not bring, or join any class action of any kind in court or in arbitration or seek to consolidate or bring previously consolidated claims in arbitration. PARTNER ACKNOWLEDGES THAT THIS ARBITRATION PROVISION CONSTITUTES A WAIVER OF ANY RIGHT TO A JURY TRIAL.

10. The Agreement and the relationship between you and XLVOX shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein without regard to its conflict of law provisions. To the extent court action is initiated to enforce an arbitration award or for any other reason consistent with Section 9, you and XLVOX agree to submit to the personal and exclusive jurisdiction of the courts located within the province of Ontario, Canada.

11. XLVOX may change the terms and conditions of this Agreement at any time. Such changes will become effective and binding once posted on to the "Partner Agreement" section of XLVOX's website at http://www.XLVOX.com and no further notice by XLVOX is required.

Last Updated: January 27, 2009.