This Agreement ("Agreement") is made and entered into as of the Effective Date (as defined herebelow) between: EuroTransit GmbH, a company duly incorporated under the laws of the Federal Republic of Germany with its business address at Warburgstrasse 34, 20534 Hamburg, Germany ("ET"), and the Customer as detailed in the Customer Order Form ("Customer"), and jointly with ET referred to as the "Parties" and individually as a "Party"; WHEREAS, ET provides various telecommunications services through its global telecommunications network facilities; and WHEREAS, Customer desires to procure from ET certain Services and ET is willing to provide said Services per the terms, conditions, and rates set forth in this Agreement; NOW THEREFORE, in consideration of the mutual promises set forth herein, the Parties hereby agree as follows:



DEFINTIONS

"Affiliate" - shall mean any person, now or hereafter existing, who directly or indirectly controls, is controlled by, or is under common control with a Party hereto; a person "controls" another person if it holds or is beneficially entitled to hold, directly or indirectly, other than by way of security interest only, more than fifty (50%) of its voting rights, income, or capital.

"Agreement" - shall collectively refer to these ET Services Terms and Conditions IP Transit as well as any Customer Order Form, Service Level Agreement, and any other addenda, schedules, riders, or exhibits attached hereto and/or incorporated herein by reference.

"Customer Order Form" - shall mean the Customer Order Form(s) which describes the further terms, conditions, specifications, and pricing of the Services. "Day(s)" - shall mean calendar days unless otherwise set forth in this Agreement. "Effective Date" - shall mean the date by which both of the Parties have signed the Customer Order Form.

"Force Majeure Event" - shall mean any cause beyond the reasonable control of either Party hereto including, but not limited to, action by a governmental authority, moratorium on any activities related to this Agreement, labour dispute, flood, earthquake, fire, lightning, epidemic, war, riot, civil disturbance, sabotage adverse weather conditions, accidents, or other circumstances or conditions that render it unsafe or unreasonable for either Party's personnel to travel to or enter onto the affected site, unforeseen material or facility shortages or unavailability not caused by such Party's failure to timely place orders therefore or lack of transportation facilities.

"Insolvent" - in relation to any Party shall mean: the appointment of or the application to a court for the appointment of a liquidator, provisional liquidator, administrator, administrative receiver or receiver, the entering into a scheme of arrangement or composition with or for the benefit of creditors generally, any reorganisation, moratorium or other administration involving its creditors or any class of its creditors, a resolution or proposed resolution to wind up or liquidate such Party, or the inability o a Party to pay its debts as and when they fall due, or any similar circumstances of insolvency arising within the meaning of a Party's state of incorporation or any analogous provision in any relevant jurisdiction in which the Services are utilized or provided.

"Ready for Service Date" or "RFS Date" - shall mean the date of completion of installation, provisioning and/or testing (where applicable) of the Services by ET which date will be notified to the Customer by ET. The RFS Date shall be determined with due consideration of the Customer Requested RFS Date in the Customer Order Form but shall be ultimately determined in accordance with Section 1 of this Agreement.

"Service(s)" - shall mean the services to be performed by ET as more specifically described in the applicable Customer Order Form attached to this Agreement.



1. SERVICE DESCRIPTION

1.1 ET, either directly or through its affiliated or underlying providers, shall deliver the Services on a non-exclusive basis and Customer shall purchase and utilize the Services as per the specifications described in the Customer Order Form. The Parties may, by mutual agreement, add additional services by executing additional Customer Order Forms and incorporating them into this Agreement.

1.2 Following the execution of this Agreement, and provided that: i) ET has received from Customer all necessary contractual documents and technical information that it deems necessary for Service provisioning and implementation (including a duly signed Customer Order Form), and ii) the Service provisioning is deemed technically feasible by ET, then ET shall proceed with the provisioning and implementation of the Service. Unless otherwise agreed in writing, Customer shall be responsible to arrange for any equipment or matching facilities by the RFS Date and shall indemnify ET from any cost or expense incurred by ET for Customer's failure to do so.



2. AGENCY AUTHORIZATION
Where applicable, and as required for the provision of the Service, this Agreement authorizes ET, upon the request of Customer, to act as an agent for Customer for the provision of any necessary authorizations or facilities required for the provision of the Services; provided that prior to making any commitment on behalf of Customer, ET shall advise Customer of any and all terms and conditions applicable to such commitment and obtain its written approval.



3. TERM AND RENEWAL

Unless earlier terminated in accordance with the terms, herein this Agreement shall enter into effect on the Effective Date. The "Initial Term" for the Service shall start on the RFS Date and continue for an initial term consistent with the Service duration set forth in the Customer Order Form. Upon the expiration of the Initial Term, this Agreement shall be renewed automatically for successive Renewal Terms equivalent in duration to the Initial Term unless terminated by either Party by providing a three (3) month written notice of its intention not to renew this Agreement prior to the end of the Initial Term or any current Renewal Term.



4. SERVICES FEES AND CHARGES

4.1 ET shall invoice Customer via email in a pdf format to the email address indicated in the relevant Customer Order Form on a monthly basis for: (i) the Services fees ("Services Fees") set forth in the applicable Customer Order Form(s) (prorated for any partial month); and (ii) any other charges, including but not limited to installation or any other additional Service charges set forth in the applicable Customer Order Form or such other mutually agreed fees or charges applicable to the Service which have been reasonably incurred by ET on behalf of Customer (collectively referred to as the "Additional Service Charges").

4.2 All Services Fees and Additional Service Charges are exclusive of any and all applicable taxes, including value added taxes, sales taxes, duties, fees, levies or 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 Customer and paid promptly when due by the Customer. All amounts payable by Customer under this Agreement shall be made without any deduction, set-off 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 Customer is required by any law or regulation to make any such deduction or withholding, Customer shall, together with the relevant payment, pay such additional amount as will ensure that ET actually receives and is entitled to retain, free and clear of any such deduction or withholding, the full amount which it would have received if no such deduction or withholding had been required. Customer shall make the required deduction or withholding and shall pay the amount so deducted or withheld to the relevant government authority and shall promptly provide ET with evidence of such payment.



5. PAYMENT

5.1 Commencing on the RFS Date and continuing on a monthly basis for the duration of the Initial Term and any Renewal Term(s) ET will invoice the Customer for the Services Fees and the Additional Services Charges due for such month. Unless otherwise set forth in the Customer Order Form, the Services Fees and Additional Service Charges shall be payable in the currency detailed in the Customer Order Form within thirty (30) Days from Customer's receipt of such invoice. Notwithstanding the foregoing, if Customer, in good faith, disputes any portion of the Services Fees and/or Additional Services Charges then the undisputed amount of the invoice shall remain due and payable as provided for in this section and the payment of the disputed amount may be deferred pending the resolution of the dispute as per this section 5.

5.2 In the event Customer has a good faith dispute concerning any invoiced amount, it shall present to ET, in writing, the basis of the dispute and all evidence required to justify the dispute. The Parties shall cooperate to resolve any and all disputes within fifteen (15) Days of the initial notice of the disputed amount from Customer.

5.3 Payment to ET shall be remitted exclusively via wire transfer to the bank details designated in the Customer Order Form and all bank charges, if any, shall be paid by Customer.

5.4 Without prejudice to any of its rights herein, ET may charge the other Party the costs incurred in collecting any amounts due for payment. In addition hereto, any amounts due hereunder that are not paid when due shall accrue interest at the highest rate allowed by applicable law from the day on which payment was due and continuing until such amounts are paid in full.



6. SUSPENSION AND TERMINATION

6.1 In addition to any other rights at law or in equity, ET may immediately and without further notice, suspend the delivery of Services and/or terminate this Agreement in the event that Customer: (i) fails to make any payment when due and fails to remedy such payment breach within five (5) business days after delivery of written notice; (ii) becomes Insolvent; or (iii) commits a breach of any of the terms of this Agreement (other than a breach of the payment obligation as addressed in (i) above) and fails to remedy such breach within thirty (30) Days after receipt of written notice thereof from ET, or (iv) has its license or regulatory authorization to procure, use, or provide the Service revoked or terminated for any reason and is not otherwise legally entitled to continue to procure, use, or provide the Service in any way. In the event of any termination of this Agreement pursuant to this sub clause 6.1, the provisions under sub clause 6.3 below shall be applied.

6.2 In addition to any other rights at law or in equity, Customer shall have the right to terminate this Agreement immediately in the event that ET: (i) commits a breach of any of its material obligations herein and fails to remedy such breach within thirty (30) Days after delivery of written notice thereof from Customer, or (ii) becomes Insolvent, or (iii) has its license or regulatory authorization to procure, use, or provide the Service revoked or terminated for any reason.

6.3 Customer may terminate any Service(s) upon thirty (30) Days prior written notice to ET provided that if such termination occurs prior to the RFS Date of the above mentioned Service(s), Customer shall reimburse ET for all costs incurred by ET in the implementation of the terminated Service(s). In the event of a termination of Service by the Customer after the RFS Date, Customer shall pay to ET: (A) all Services Fees and Additional Services Charges for Services previously rendered and still unpaid; and (B) fifty percent (50%) of the monthly recurring Services Fees for the remainder of the thencurrent Initial Term or Renewal Term as applicable, (C) 100% of "Third Party Service" (as defined in the SLA) costs when applicable, which costs are determined in the-said Third Party contract with ET.

6.4 ET may, without terminating this Agreement, immediately suspend part or all of the delivery of Services until further notice if: (i) it is obliged to do so to comply with an order, instruction or request of a Government agency, an emergency services organisation, judicial authority, or other competent administrative authority with apparent jurisdiction, or (ii) it needs to maintain or upgrade its network and or facilities for emergency or scheduled maintenance as contemplated in the SLA, or (iii) Customer's traffic patterns harm ET's or its customers' network or facilities. If it is necessary for ET to suspend the Services under the foregoing circumstances, it shall a) provide such notice to Customer which is reasonably possible under the circumstances, and b) use all reasonable endeavours to determine the timing of such suspension and to minimize the duration and impact caused by such suspension as much as reasonably practicable under the circumstances. Furthermore, any suspension of Services by ET pursuant to this section will not prejudice its right to terminate this Agreement later in respect of that or any other event, nor will it prevent ET from claiming damages from Customer.



7. EQUIPMENT AND ACCESS TO CUSTOMER SITE

7.1 For the completion of the Service, ET may have to deliver, install and maintain equipment ("Equipment ") on Customer's site(s). Unless explicitly sold to Customer, the Equipment remains the exclusive property of ET and shall be returned to ET immediately upon request in the same condition as it was initially provided excepting reasonable wear and tear. Customer shall be responsible for the protection of such Equipment from loss, theft, damage, or destruction of any kind while in its possession and shall bear all such risks with respect to the Equipment until it is returned to ET. In the event such Equipment is defective or not working through no fault of Customer, ET shall, at its sole discretion, replace or repair any such Equipment, at ist expense.

7.2 Customer shall at its own expense obtain such consents, authorizations, or approvals as may be required by ET (including its employees and authorised contractors) to enter the Customer's sites and to allow ET to access, bring upon, install, store, use, maintain and service ET's equipment on the Customer's site(s). For the avoidance of doubt, it is hereby agreed by the Parties that any delay by the Customer in obtaining any such consents or authorizations required under this clause will delay the performance of ET's obligations under this Agreement without any liability being incurred by ET.



8. DOMAIN NAME SERVICE and IP ADDRESS ALLOCATION

8.1 In the event that the scope of Services includes the responsibility for ET to host Customer's Domain Name(s), ET shall endeavour to allocate and register one or more Domain Names on Customer's behalf. In such event, Customer warrants that: (i) the information given during the Domain Name registration process is accurate, and (ii) the Domain Names required and their use shall not infringe any third party's brand name, trademark, or other intellectual property rights, and (iii) Customer has a legitimate professional reason to register each Domain Name. ET reserves the right to ask Customer to choose another Domain Name and may suspend the Domain Name Service in case there is any reason to believe that the Domain Name does not comply with any condition of this section or Agreement.

8.2 Customer understands that the registration and use of a Domain Name is subject to the rules and conditions imposed by the relevant authorized domain name registry organization and Customer hereby agrees to indemnify ET from and against any claim, action, or demand arising pursuant to the allocation or registration of the requested Domain Name. Customer further understands and agrees that fees paid for the allocation of a Domain Name cannot be reimbursed by ET in the event of the rejection or denial of any Domain Name request.

8.3 ET reserves the right to suspend or terminate the allocation and hosting of a Domain Name, on written notice, if (i) the Domain Name registration is withdrawn or the name is already allotted to a third party, or (ii) ET is or becomes aware of any protest, claim, litigation or decision by an administrative, judicial, or governmental authority with apparent jurisdiction forbidding or denying the usage of said Domain Name.

8.4 Any IP address allocated by ET to Customer pursuant to this Agreement shall remain the sole property of ET and Customer is hereby given a nonexclusive, non-transferable license to use such IP address until this Agreement is terminated



9. LIMITATION OF LIABILITY, WARRANTY

9.1 In no event shall either Party be liable to the other Party for consequential, special or indirect losses or damages sustained by either Party or any third parties in using the Service howsoever arising and whether under contract, tort or otherwise (including, without limitation, third party claims, loss of business or profits, loss of customers, loss of data or information, cost of substitute performance, equipment or services and downtime costs, or damage to reputation or goodwill). Furthermore, the entire liability of either Party in contract, tort or otherwise including any liability for negligence howsoever arising out of or in connection with the performance of either Party's obligations under this Agreement, for any claim, loss, expense, or damage under this Agreement and/or Customer Order Form shall in no event (other than with respect to payment obligations by Customer for the Services as set forth in a Customer Order Form) exceed the sums actually paid by Customer to ET for the Service which gives rise to the claim during the prior twelve (12) month period; provided however, nothing in this Agreement shall exclude or restrict either Party's liability for death or personal injury.

9.2 Except as otherwise set forth in this agreement, ET makes no warranties, representations or other agreements, express or implied with respect to the service, including, but not limited to, the implies warranties or merchantability or fitness for a particular purpose.

9.3 Where partitial refunds or rights to terminate this Agreement are specified in a Customer Order Form or Service Level Agreement, such remedy will be Customer's sole and exclusive remedy against ET in respect of the relevant failure in Service performance and the Parties agree that any partitial refunds or termination rights constitute liquidated damages which represent a genuine estimate of Customer's loss.

9.4 Each Party shall maintain appropriate insurance against any loss, damage, claims or actions arising out of the performance by it of its obligations under this Agreement from: (i) personal injury or death (ii) public liability, and/or (iii) any other liability for which it is required by law to insure.



10. INDEMNIFICATION

Each Party shall indemnify, defend, protect and hold the other harmless from and against all liabilities, claims, damages, losses, costs, expenses and judgments (including reasonable attorney's fees and costs) and causes of action arising out of or in connection with this Agreement for bodily injury (including death) or damage to tangible property caused by the negligence or wilful misconduct of the other Party, its employees, agents, or invitees.



11. CONFIDENTIALITY

11.1 Each Party hereby agrees that if either Party provides confidential or proprietary information ("Confidential Information") to the other Party, such Confidential Information shall be held in the strictest of confidence and the receiving Party shall afford such Confidential Information the same care and protection as it affords generally to its own confidential and proprietary information (which in any case shall not be less than reasonable care) to avoid disclosure to or unauthorized use by any third party.

11.2 This Agreement, including its terms, conditions and provisions hereof, constitutes Confidential Information, and all information disclosed by either Party to the other in connection with or pursuant to this Agreement shall be deemed to be Confidential Information, whether or not that written information is marked as being confidential or proprietary when given or confirmed in writing as such thereafter unless otherwise provided for in this Agreement.

11.3 Notwithstanding the following, either Party may disclose Confidential Information to its employees, agents, and legal, financial, and accounting advisors and ET's (including its lenders and other financiers) to the extent necessary or appropriate in connection with the execution and performance of this Agreement or its obtaining of financing; provided, however, that each such person is notified of the confidential and proprietary nature of such Confidential Information and is subject to and agrees to be bound by similar restrictions on its use and disclosure.

11.4 The foregoing provisions of this Section 11 shall not apply to any Confidential Information which (i) becomes publicly available other than through the actions of the receiving Party; (ii) is required to be disclosed pursuant to any binding obligation imposed by an applicable governmental or regulatory body or authority, or by law, or an order of an applicable court or the rules of a recognized stock exchange; (iii) is independently developed by the receiving Party; or (iv) becomes available to the receiving Party without restriction from a third party. If any Confidential Information is required to be disclosed by the receiving party pursuant to the foregoing clause (ii), the receiving Party shall give such written notice as is reasonably possible under the circumstances to the disclosing Party of the requirements of such disclosure.



12. INTELLECTUAL PROPERTY

All legal and beneficial rights in software, copyright, trademark, or any other intellectual property in whatever form (hereinafter "Intellectual Property") which ET provides to the Customer for the purpose of using the Services will remain at all times the property of ET or its owner or licensor. To the extent that it is so entitled, ET grants the Customer a non-exclusive, nontransferable licence to use such Intellectual Property for the sole purpose of using the Services as contemplated in this Agreement. The Customer may not reproduce the software or Intellectual Property, except that the Customer will be entitled to make a single back-up copy of any software for archival purposes only. The Customer may not modify, adapt, translate, reverse engineer or disassemble the software or Intellectual Property.



13. GOVERNING LAW

13.1 Unless different provisions are contained in the Customer Order Form, this Agreement shall be governed by the laws of the Federal Republic of Germany, without reference to its principles of conflict of laws and shall be submitted to exclusive jurisdiction in the courts of the Federal Republic of Germany. Customer also irrevocably consents to the service of process in any such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, return receipt requested, to Customer at its address as provided in the Notices clause in this Agreement. The foregoing shall not limit the right of ET to service process in any other manner permitted by law or to bring any action or proceeding, or to obtain execution of any judgment, in any other jurisdiction.

13.2 Where the Customer Order Form specifies a different governing law and a different jurisdiction, any reference contained in clause 13.1 above is meant to be referred to the governing law and jurisdiction agreed by the parties therein.



14. FORCE MAJEURE

Neither Party shall be in default under this Agreement if and to the extent that any delay in such Party's performance of one or more of its obligations hereunder is caused by a Force Majeure Event, and such Party's performance of such obligation or obligations shall be excused and extended for and during the period of any such delay. The Party claiming relief under this Section 14 shall promptly notify the other in writing of the existence of the Force Majeure Event relied on, the anticipated length of delay, the cause of the delay and a timetable by which any remedial measures will be implemented. If the Force Majeure Event is not remedied within one month, either Party may terminate this Agreement forthwith upon providing written notice thereof to the other Party.



15. SEVERABILITY, WAIVER

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



16. MISCELLANEOUS

16.1 This Agreement may not be assigned by either Party in whole or in part without the prior written consent of the other Party, which consent shall not be reasonably withheld or delayed, except that ET shall have the right to assign this Agreement without consent but upon providing written notice to: (i) an Affiliate of ET, (ii) a successor in interest of ET whether by merger, reorganization, or otherwise, or (iii) a purchaser of all or a portion of the assets of ET.

16.2 This Agreement shall become effective when signed by an authorized officer of both Customer and ET.

16.3 Sections 9, 10, 11, and 12 of this Agreement shall survive the termination of this Agreement.

16.4 Each Party shall comply with all applicable laws with respect to the Service(s) and this Agreement. Customer represents and covenants that it shall not use the Services in any manner or for any purpose which constitutes a violation of the laws or regulations of, any jurisdiction in which the Services are being provided and/or utilized.

16.5 This Agreement may be executed in two or more counterparts, each of which shall be an original, and all of which, taken together, shall constitute one and the same Agreement. This Agreement may be executed by facsimile and the facsimile execution pages contained in the Customer Order Form will be binding upon the executing Party to the same extent as the original executed pages.

16.6 ET and Customer each represent and warrant to the other that the person(s) executing this Agreement (or any amendments or changes thereto) on its behalf is a duly authorized representative.

16.7 The Parties agree to reciprocally consent to the treatment of their respective personal data and to comply with all the relevant applicable law on data and privacy protection.



17. NOTICES

Unless otherwise instructed in writing by a Party, all notices and communications to a Party hereunder shall be in writing and personally delivered or sent by overnight delivery service (at sender's expense) to such Party's address designated in the Customer Order Form or sent via facsimile or e-mail to the facsimile number or e-mail designated for such Party in the Customer Order Form.



18. ENTIRE AGREEMENT

This Agreement including any addenda, schedules, riders, supplements or exhibits attached hereto, constitutes the entire agreement between ET and Customer and supersedes and cancels all prior agreements, negotiations, or commitments made by either Party whether written or oral, with respect to the specific Services provided hereunder. Unless otherwise expressly provided for herein, this Agreement may only be modified if such modification is in writing and signed by a duly authorized representative of each Party hereto. In case of any ambiguity or conflict between the Agreement, the Customer Order Form, Service Level Agreement, or any other schedule or exhibit hereto, such ambiguity or conflict shall be resolved by the following order of precedence: 1) Customer Order Form, 2) Service Level Agreement, 3) such other schedule or exhibit executed