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Telecommunications Service Agreement

SERVICES

The client (You) agrees to purchase services from the company, these services range from: International premium rate voice services, domestic premium & shared cost services, SMS, Premium SMS, MMS, GPRS / UMTS, PSTN and wholesale solutions. For Services provided by company to Client (You), the applicable rates shall be based upon the respective circuit, trunk, network domain, IP address and/or interconnecting gateway.

TERM

This Agreement shall enter into effect on the date it is accepted by Company in writing (the “Effective Date”) and shall continue for an initial term (“Term”) as set forth in the applicable Service Order Form(s) and shall automatically renew for equivalent successive renewal Terms for the applicable Service unless terminated by either Party pursuant to this Agreement. Notwithstanding the foregoing, either Party may terminate this Agreement or any Services provided hereunder at any time during the Term, or any renew - al thereof, by providing a thirty (30) day prior written notice of termination to the other party. Not- withstanding the above, the Term of this Agreement shall extend through the term of any then current Minimum Service Term as set forth in any Service Addenda or Service Order Form(s).

CASH DEPOSIT

On or before the commencement of Services, the supplying Party may require a Cash Deposit as set forth in the applicable Service Order Form(s). The supplying Party may draw upon the Cash Deposit at any time to recover any amounts due and un- paid in which case the Party providing the Cash Deposit shall immediately replenish it to its prior value. The Parties shall not waive any of their rights or remedies by drawing upon the Cash Deposit to recover overdue or unpaid amounts. In the event that party draws upon the Cash Deposit, it may suspend the provision of Services until the Party providing the Cash Deposit replenishes it to its original value. If at any time, a Party’s payment history is or becomes unacceptable to the other Party, or a Party’s Service is upgraded, the other Party may require such Party to provide, modify, or increase the amount or form of the Cash Deposit. The Party providing the Deposit shall have five (5) business days from the receipt of the requesting Party’s written request to comply with this request, and if it fails to do so, the requesting Party may immediately suspend the delivery of Services and/or terminate this Agreement without further notice or demand.

NET SETTLEMENT

Net settlement of invoices shall occur, such that the undisputed balance due from one Party shall be offset by the balance due from the other Party (the “Net Settlement Procedure”). The Net Settlement Procedure shall result in a net amount due from the debtor Party to the creditor Party (the “Net Settlement Amount”). The debtor Party shall pay the Net Settlement Amount to the creditor Party (1) in the Applicable Cur- rency, (2) by wire transfer or such other method as the Parties may mutually agree, and (3) within the applicable Payment Period

NET OF TAXES

All pricing for Services and other charges due hereunder are exclusive of all applicable taxes, including value added tax, sales taxes, duties, fees, levies or sur- charges (including where applicable any Universal Service Fund or similar surcharges) imposed by, or pursuant to the laws, statutes or regulations of any governmental agency or authority, all of which shall be the sole responsibility of the Party purchasing the affected Services and paid promptly when due by such Party, and furthermore, such Party agrees to indemnify and hold the other Party harmless from any liability therefor. Except as set forth herein, all amounts payable by the Parties under this Agreement shall be made without any deduction or counterclaim and, except to the extent required by any law or regulation, free and clear of any deduction or withholding on account of any tax, duty or other charges of whatever nature imposed by any taxing or governmental authority. If a Party is required by any law or regulation to make any such deduction or withholding such Party shall, together with the relevant payment, pay such additional amount as will ensure that the other Party actually receives and is entitled to retain, free and clear of any such deduction or withhold- ing, the full amount which it would have received if no such deduction or withholding had been required.

PAYMENT AND DISPUTES

The Parties agree to pay any undisputed amounts due by the end of the Payment Period. Any bona fide dispute that a Party may have concerning an invoice must be brought to the other Party’s attention by written notice, in hard copy or electronic format, within sixty (60) days of receipt of the invoice with sufficient evidence and documentation for the Party to analyse the dispute. If company fails to receive payment, for client (You)’s traffic, company will provide client (You) with all written evidence supporting the dispute. It is then solely at the company’s discretion to settle the client (You)’s debts using carriers own funds, this is a sign of goodwill and failure to do so waives any legal proceedings against the company.

PAYMENT PERIODS AND RATES

The company will outline these to client (You) from the date of the contract, electronically via email and/or online on www.http://www.livecalls.hk. Any attempt to change payment periods or rates by client (You) without company approval renders company with right to withhold any payments due to client (You). Company reserves right to modify rates at any given time. In such event company will give client (You) advanced notice of such changes.

TRAFFIC PROFILE

The company will inform the client (You) of traffic profiles needed for any its services. If traffic profile is not adhered to this may result in company not receiving payment, if this case arises, company is in full legal right to retrieve payments (either owed or already payed out to client (You)) via legal or other means in order to recoup loss.

ILLEGAL TRAFFIC

Traffic that originates from Hacked PBX’s, Stolen or Cloned SIMS or any other form of non paid traffic will not be tolerated by the company. Company will under no circumstances payout on any illegal traffic regardless if company receives payment or not. Company also reserves the right to inform legal authorities of such traffic and details of the client (You) involved. Company shall provide client (You) with all relevant proof of such activities.

LIMITATIONS OF LIABILITY

The Parties acknowledge that they have no control over how a foreign administration or third party company establishes its own rules and conditions pertaining to international telecommunications services. The Parties agree that they shall not be liable to each other for any loss or damage sustained by the other Party, its interconnecting company’s, its customers or end users due to any failure in or breakdown of the communication facilities associated with providing the Services, for any delay, interruption or degradation of the Services whatsoever shall be the cause or duration thereof, or for any other cause or claim whatsoever arising under this Agreement. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST PROFITS, LOST REVENUES, LOSS OF GOODWILL, LOSS OF ANTICIPATED SAVINGS, LOSS OF CUSTOMERS, LOSS OF DATA, INTERFERENCE WITH BUSINESS OR COST OF PURCHASING REPLACEMENT SERVICES) SUSTAINED BY THEM OR ANY THIRD PARTIES IN USING THE SERVICES HOWSOEVER ARISING AND WHETHER UNDER CONTRACT, TORT OR OTHERWISE (INCLUDING, WITHOUT LIMITATION, THIRD PARTY CLAIMS, LOSS OF PROFITS, LOSS OF CUSTOMERS OR DAMAGE TO REPUTATION OR GOODWILL). Without limiting the obligation to pay for the Services, in no event will the liability of either Party exceed an amount equal to the charges incurred by the other Party during the period the Services were affected. Except for any express warranty made herein or in any Service Addendum, neither Party makes any warranty or representation, express or implied, either in fact or by operation of law, statutory or otherwise including but in not limited to, the warranties of mer- chantability, fitness for a particular purpose, or non-infringement.

FORCE MAJEURE

No failure or omission by either Party to carry out or observe any of the terms and conditions of this Agreement (other than any payment obligation) shall give rise to any claim against such Party or be deemed a breach of this Agreement if such failure or omission arises from an act of God, an act of Government, any cause reasonably beyond the control of a Party, or any other circumstance commonly known as force majeure.

CONFIDENTIALITY

For a period of two (2) years from the date of disclosure thereof, each Party shall maintain the confidentiality of all information or data of any nature (“Information”) provided to it by the other Party hereto provided such Information contains a conspicuous marking identifying it as “Confidential” or similar marking or which is inherently of a confidential or proprietary nature (i.e. without limitation, technical, financial and business information and models, names of customers or partners (whether potential or existing), proposed business deals, corporate strategies, cost and pricing data, market and/or financial projections). In the case of oral information, such Information is characterised as “Confidential” in writing sent by the disclosing Party to the other Party within fifteen (15) days of disclosure thereof. Each Party shall use the same efforts (but in no case less than reasonable efforts) to protect the Information it receives hereunder as it accords to its own confidential and proprietary information. The above requirements shall not apply to information which is already in the possession of the receiving Party through no breach of an obligation of confidentiality to the disclosing Party or any third party, is already publicly available through no breach of this Agreement or has been previously independently developed by the receiving Party. This Agreement shall not prevent any disclosure of Information pursuant to applicable law or regulation, provided that prior to making such disclosure, the receiving Party shall use reasonable efforts to notify the disclosing Party of this required disclosure.

COMPLIANCE WITH LAWS

This Agreement and its continuance hereof is contingent upon the obtaining and the continuance of such approvals, consents, governmental and regulatory authorisations, licenses and permits as may be required or deemed necessary by the Parties, and the Parties shall use commercially reasonable efforts to obtain and con- tinue same in full force and effect. The Parties shall not use the Services in any manner or for any purpose which constitutes a violation of any applicable laws, regulations statutes, ordinances, codes or other legal requirements in any jurisdiction in which the Services are being provided. The Parties agree that all services are being provided pursuant to the rates, terms and conditions set forth in this Agreement and not pursuant to any tariff on file with any regulatory authority. The Parties further agree that the rates, terms and conditions set forth herein and in all associated addenda and order form(s) hereof shall take precedence over any inconsistent rates, terms and conditions in any federal, state or similar tariff, that neither Party shall not have the right to assert the preeminence of its tariffs over any rate, term or condition set forth in this Agreement or any associated addenda or order form and that any such action by either Party shall be deemed a material breach hereof. With respect to US traffic only, the Parties (i) acknowledge their awareness of the U.S. national do-not-call requirements and rules set forth in 47 CFR §64.1200 and 16 CFR Part 310 (as such rules may be amended); and (ii) are in compliance with the Federal Communications Commission’s CPNI rules set forth in 47 CFR § 64.2001 et seq. (as such rules may be amended). The Parties shall indemnify each other against any violation of the terms of this Article 13.

SEVER-ABILITY AND WAIVER

If any part/provision of this Agreement is or becomes illegal, invalid or unenforceable, that part/ provision shall be ineffective to the extent of such invalidity or enforceable only, without in any way affecting the validity or enforceability of the remaining parts/provision of this Agreement. No waiver by either Party to any provisions of this Agreement shall be binding unless made in writing.

RELATIONSHIP OF THE PARTIES

The relationship between the Parties shall not be that of partners, and nothing herein contained shall be deemed to constitute a partnership between them, a joint venture, or a merger of their assets or their fiscal or other liabilities.

GOVERNING LAW

This agreement shall be governed by the laws of the Hong Kong without reference to its principles of conflict of laws. The parties irrevocably consent and submit to personal jurisdiction in the courts of Road Town, HONG KONG for all matters arising under this document.

ENTIRE AGREEMENT

This Agreement, including the relevant Order Form(s), Addendums and Amendments hereto represents the tire agreement between the Parties and supersedes and cancels all previous negotiations, agreements or commitments (whether written or oral) with respect to the subject matter hereof. Notwithstanding the foregoing, any financial documents and/or representations provided by a Party pertaining to the credit application and/or financial information shall be deemed a part of this Agreement and the disclosing Party shall be responsible for advising the other Party of a material change in the disclosing Party’s financial condition. Except as otherwise agreed herein, this Agreement may only be modified by a writing signed by authorised representatives of both Parties. The headings in this Agreement are for convenience of reference and shall not affect its construction or interpretation. In the event of any conflict, inconsistency or ambiguity between the terms of this Agreement, any Order Form(s) and/ or any tariffs, the interpretation shall be resolved by giving precedence to such documents in the following descending order: (a) the Order Form(s)/Annex(es); (b) the Service Addenda; (c) this Agreement; (d) any tariffs. This Agreement may be executed in as many counterparts as may be required, each of which when delivered is an original but all of which taken together constitute one and the same instrument. This Agreement may be executed by facsimile and the facsimile execution pages will be binding upon the executing Party to the same extent as the original executed pages.

WHOLESALE TRANSIT

The Company merely acts as transit operator for Client (You). The Company does so in good faith that all number ranges are legally allocated and Client (You) has full permission to provide transit / termination services for given number ranges. The Company is fully within its right to request legal ownership documentation from Client (You) at any given time.

DATA PROTECTION

Any data shared between client (You) and company will not be shared with external entities without prior consent from client (You) with exception of clause 9 being met.