BYTEWISE TERMS OF SERVICE

1. SERVICES
   1. Providing Quality Services. BYTEWISE will (a) provide Services with due care and the skill of a competent BYTEWISE of international telecommunications services, (b) ensure that the goods supplied as part of the Services are a reasonable fit for the purpose for which they are supplied and (c) endeavor to provide, but not guarantee, the provision of continuous fault free services.
   2. Use of the Service. Customer may use any Service for its own purposes, provided that the Customer;
      1. complies with the terms of any applicable legislation, or any license applicable to the Customer in any country where Service is provided; and
      2. or any End-User does not use the Service in any manner which is illegal; and

• shall remain responsible for any access and use of the Service by End-Users, all Charges incurred and compliance with all terms and conditions by it and End-Users under the Agreement; and

Breach by the Customer of this Clause shall constitute a material breach. Additionally, BYTEWISE reserves the right to suspend Service where the Customer is in breach of this Clause. The obligations and responsibilities of BYTEWISE under the Agreement are solely to the Customer and not to any third party, including any other User.

2. BILLING, PAYMENT
   1. Fees. All charges are payable within thirty (30) days of the invoice date. All service charges shall be exclusive of Applicable Taxes unless explicitly mentioned otherwise.
   2. Billing Principles. The following billing principles shall apply for Services unless otherwise expressly provided for in the Agreement:
      1. Non-Recurring Charges shall be invoiced by BYTEWISE on the RFS date;
      2. Recurring charges shall be invoiced monthly in advance; and
      3. Usage-based charges and charges based on times and material rates shall be invoiced monthly in arrears.

1. Late Fees. If Customer is late in paying invoices, BYTEWISE reserves the right to charge: (i) interest of three percent (3%) per month on all invoiced amounts which remain unpaid after such thirty (30) calendar days period; and (ii) all reasonable collection costs including but not limited to reasonable legal expenses.
2. Disputes. Customer shall be entitled to partially withhold payment of an invoice which Customer disputes in good faith, provided however that Customer shall notify BYTEWISE in writing, within thirty (30) days of the invoice date, of the dispute and of the grounds thereof, and provided that Customer shall only be entitled to withhold payment up to the amount disputed in good faith by Customer.

3. TAXES, GOVERNMENTAL CHARGES
   1. Service Charges. Service Charges mentioned in quotes and SOFs, do not include Applicable Taxes, as applicable, in connection with the furnishing of such Service.
   2. Exemption Evidence. If Customer believes itself to be exempt from payment of or liability for any Applicable Taxes and does not want to get invoiced for these Applicable Taxes, it must provide BYTEWISE with the relevant Certificate(s) demonstrating its eligibility for exemption.
   3. Survival. Customer’s obligation to pay Applicable Taxes, if applicable, under will survive the expiration or early termination of these terms and conditions.
4. DURATION, TERMINATION.
   1. Terminating Services. Either Party shall have the option, in its sole discretion, to terminate this Agreement, with thirty (30) days notice. A Party shall exercise this option by giving the other Party written notice of termination.
   2. Termination Fees. If Customer terminates for convenience any part of the Services prior to the end of the then current term (Initial Term or Renewal Term), or BYTEWISE terminates this Agreement for Customer’s uncured material breach, then Customer shall be liable for all accrued but unpaid charges incurred or credits received through the date of termination associated with the Services and any early termination fees being the total amount of MRC for the remainder of the full Initial Term or Renewal Term.
   3. Effect of Termination. Upon termination, BYTEWISE will be entitled to payment, determined on a pro rata basis, for services or goods satisfactorily performed or delivered up to the date of termination. Customer shall also reimburse BYTEWISE for any reasonable expenses previously incurred for which BYTEWISE had not been reimbursed prior to the effective date of termination. BYTEWISE shall not be entitled to perform any additional work after the date of termination.
5. 1. BYTEWISE warrants to Customer that all Services provided under this Agreement will be performed by competent personnel with appropriate experience in providing such Services.
   2. Warranty Disclaimer. Except for the Warranty in Section 5(a), BYTEWISE expressly disclaims all warranties of any kind, whether express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement. BYTEWISE makes no warranty that the Services will meet the Customer’s requirements, nor that the Service(s) will be uninterrupted, timely, secure, or error free. No advice, information, or expectation, whether oral or written, obtained by Customer through use of the Service shall create any warranty not expressly made herein. BYTEWISE does not monitor, and disclaims all liability and responsibility for the content of any communication transmitted by Customer or others via the Services, and disclaims all liability and responsibility for unauthorized use or misuse of the Services.
6. LIMITATIONS OF LIABILITY.
   1. Damages Exclusion. A Party shall under no circumstances be held liable for any indirect loss, damage or expense, including, without limitation, loss of profits, revenues, goodwill, management time or anticipated savings or any other form of indirect or consequential damages resulting from such Party’s failure to perform its contractual obligations and/or arising from any negligent conduct in connection with such performance and/or arising from or in connection with any unavailability, delay, interruption, disruption or degradation in or of the Services, nor for any loss, destruction or degradation of information. Parties each waive the right to bring a claim against the other Party arising out of or in any way relating to a Service Order or their Agreement more than six (6) months after the date of the event giving rise to the claim.
   2. Aggregate Liability. Except for any express indemnification obligations hereunder, the entire and collective liability of BYTEWISE and its Affiliates, distributors, agents, subcontractors and suppliers, arising out of or related to this Agreement, all Services rendered hereunder, and any other cause whatsoever, including without limitation on account of performance or nonperformance of obligations under this Agreement, regardless of the form of the cause of action, whether in contract, tort (including without limitation negligence), statute or otherwise, shall in no event exceed the total fees paid to BYTEWISE in the twelve (12) months period preceding the date such claim or cause of action first arose. The allocations of liability in this Section represent the agreed, bargained-for understanding of the parties and BYTEWISE’s compensation hereunder reflects such allocations. The limitation of liability and types of damages stated in this Agreement are intended by the parties to apply regardless of the form of lawsuit or claim a party may bring, whether in tort, contract or otherwise, and regardless of whether any limited remedy provided for in this Agreement fails of its essential purpose. The limitations of liability under this Section will be applied to the maximum extent permitted by applicable law.
7. INDEMNIFICATION.
   1. Customer Indemnification. Customer agrees to defend, indemnify and hold BYTEWISE, and its Personnel harmless from any and all liabilities, costs and expenses, including reasonable legal expenses, resulting from or relating in any way to third-party claim, demand, action or proceeding that arises out of this Agreement including by no limited to in relation to:
      1. the use of the Services or the placement or transmission of any materials on the Internet by Customer;
      2. the acts or omissions of Customer, in connection with the installation, maintenance, presence, use, modification or removal of equipment, or software;
      3. claims for infringement of any third party proprietary right, including copyright, patent, trade secret and trademark rights, arising from the use of any services, equipment and software not provided by BYTEWISE or of the improper use of services, equipment or software provided by BYTEWISE;
   2. non-compliance with legal or regulatory requirements with respect to the use of Services.

1. Indemnification Procedures. The indemnity in this Section is contingent upon: (i) Customer promptly notifying BYTEWISE in writing of any claim which may give rise to a claim for indemnification; (ii) BYTEWISE being allowed to control the defense and settlement of such claim; and (iii) Customer cooperating with all reasonable requests of BYTEWISE (at BYTEWISE’s expense) in defending or settling a claim. Customer shall have the right, at its option and expense, to participate in the defense of any suit or proceeding through a counsel of its own choosing. BYTEWISE may settle any such claim, provided that no settlement of any claim admitting liability of, or imposing duties or restrictions upon, Customer, other than for payment of monetary amounts for which BYTEWISE agrees to be responsible or for termination of Customer’s use of the Services in accordance with this Indemnity Section, may be effected without the prior written consent of the Customer, which shall not be unreasonably withheld or delayed.

8. REPORTING. Any alleged failure by BYTEWISE to perform its contractual obligations and any damage arising from or in connection with any unavailability, delay, interruption, disruption, degradation of the Services or negligent conduct of BYTEWISE shall be reported in writing to BYTEWISE without undue delay, but in any event within thirty (30) calendar days of the Customer becoming aware of it. BYTEWISE shall not be liable for any such failure or damage that is not reported by Customer within this period unless Customer shows that it could not reasonably have known and reported such failure or damage within such period.
9. CONFIDENTIALITY, PUBLICATIONS.
   1. Nature and Scope. As used herein, “Confidential Information” means any non-public, confidential information either marked as such or, in the relevant circumstances, should be understood to be confidential information and includes (i) business and financial information of the subject transaction of the parties, (ii) business methods and practices involved in the subject transactions, (iii) marketing strategies in the subject transactions, (iv) all internal policies, procedures or third-party audit or attestation reports, (v) the terms of this Agreement, and (vi) any customer data transferred or access during or related to the provision of Services under this Agreement. Information shall be considered confidential whether furnished or made available before or after the date of this Agreement, and regardless of its form, format, media or mode of disclosure (written, visual, electronic or other).
   2. Each party will keep all Confidential Information of the other party strictly confidential. Each party agrees to use the same care to protect the Confidential Information of the other as it employs similar information of its own (but in no event less than reasonable care). Neither party will disclose any Confidential Information of the other party, except that each party may disclose Confidential Information of the other to its employees, contractors or agents who have a need to know such information, provided that, prior to such disclosure, each such employee, contractor or agent is bound by obligations to comply with the restrictions on use and disclosure of Confidential Information set forth in this Agreement. The parties further agree that they will use Confidential Information solely for the purposes for which such information, or access to it, is provided pursuant to the terms of this Agreement. In addition, Parties shall be responsible for its subcontractors’ full compliance with the confidentiality obligations hereunder. These confidentiality obligations shall survive for the longer of (i) a period of five (5) years after termination of this Agreement; or (ii) the longest period permitted by law.
   3. Confidential Information shall not include information which is: (i) independently developed by the party without the benefit of the other's disclosure or is already known by the party at the time of disclosure; (ii) approved for release by the other's written authorization or is rightfully received by the party from a third party without any obligation of confidentiality; (iii) public knowledge without the wrongful act or breach of this Agreement by either party; or (iv) disclosed pursuant to the requirements of a governmental agency or court order.
   4. Return or Destruction of Confidential Information. Upon the effective date of the expiration or termination of this Agreement for any reason, either Party may request in writing and the non-requesting Party shall either, with respect to Confidential Information to which such non-requesting Party does not retain rights under the surviving provisions of this Agreement: (a) promptly destroy all copies of such Confidential Information in the possession or control of the non-requesting Party and confirm such destruction in writing to the requesting Party; or (b) promptly deliver to the requesting Party, at the non-requesting Party’s sole cost and expense, all copies of such Confidential Information in the possession or control of the non-requesting Party. Notwithstanding the foregoing, the non-requesting Party shall be permitted to retain (i) such Confidential Information to the extent necessary or useful for purposes of performing any continuing obligations or exercising any ongoing rights hereunder and, in any event, a single copy of such Confidential Information for archival purposes and (ii) any computer records or files containing such Confidential Information that have been created solely by such non-requesting Party’s automatic archiving and back-up procedures, to the extent created and retained in a manner consistent with such non-requesting Party’s standard archiving and back-up procedures, but not for any other uses or purposes. All Confidential Information shall continue to be subject to the terms of this Agreement.
10. INTELLECTUAL PROPERTY RIGHTS.
    1. Non-exclusive, Non-transferable License. Subject to the restrictions and terms set out in these terms and conditions, BYTEWISE grants to Customer a non-exclusive, non-transferable license to use the software, equipment or other materials provided under or in connection with this Agreement on an ‘as-is’ basis for internal purposes only and in so far as is necessary to utilize the Service(s) provided there under.
    2. Property Rights. All intellectual or industrial property rights to any software, equipment or other materials, including documentation, provided to Customer under or in connection with the Agreement, shall solely be held by BYTEWISE or its suppliers and/or licensors.
    3. Infringement. If it is established by a court of law that Customer infringes any intellectual property right belonging to a third party as a consequence of an act or an omission of BYTEWISE, BYTEWISE shall take such measures as to ensure that the infringement is remedied and that Customer’s use of Service(s) is not affected or, if this, at the sole discretion of BYTEWISE, is not reasonably possible, terminate the Service(s) and reimburse Customer for any charges paid for Service(s) not received.
11. GENERAL CLAUSES
    1. Parties may not assign or transfer this Agreement or any rights or obligations hereunder, without the prior written consent, except that, after reasonable prior notice thereof, a Party may assign or transfer its rights and obligations under this Agreement to an Affiliate or to a successor to its business to which this Agreement relates. However, any such assignment or transfer of rights hereunder shall not release the Party of its obligations under this Agreement without prior written consent.
    2. Force Majeure. Except for payment obligations, neither party will be liable to the other for any failure or delay in performing its obligations under this Agreement due to any cause beyond its reasonable control, including, without limitation, fire, flood, earthquake or other natural catastrophes, acts of war, terrorism or civil disobedience, governmental acts, laws or regulations, embargoes, labor strikes or difficulties, failures of third party suppliers, acts or omissions of carriers, transmitters, providers of telecommunications or internet services, vandals, hackers, transportation stoppages or slowdowns or the inability to procure parts or materials. Each party will use reasonable efforts to give written notice to the other promptly after becoming aware of any condition or event causing any such excusable performance failure or delay.
    3. No Third-Party Beneficiary. No third party is intended to be or shall be a third-party beneficiary of any provision under this Agreement. JSI and Client shall be the only parties entitled to enforce the rights set out in this Agreement.
    4. If any provision of this Agreement is held to be invalid, illegal or unenforceable, such provision shall be, to the maximum extent permitted by applicable law, construed or limited, and/or deemed replaced by a revised provision, to the extent (and only to the extent) necessary to render it valid, legal and enforceable and, as nearly as possible, to reflect and achieve the parties’ intentions in agreeing to the original provision. If it is not possible to so construe, limit or reform any such provision, then the invalid, illegal or unenforceable provision shall be severed from this Agreement. The remaining provisions of this Agreement shall be unaffected thereby and shall continue in full force and effect.
12. In these General Terms & Conditions the following terms and phrases shall have the following meanings:
    1. Agreement: the written contract between BYTEWISE and Customer for the provision of Services;
    2. Affiliate: With respect to any Party, any legal entity controlling, controlled by or under the same control as such Party; where control (including, with correlative meanings, the terms “controlled by” and controlling) means the possession of the power to direct the management and policies of such person, whether through ownership interests, by contract or otherwise;
    3. Applicable Taxes. Applicable Taxes means all taxes, levies, fees, imposts, duties, charges, surcharges, assessments or withholdings of any kind or nature levied or imposed upon BYTEWISE or Customer, arising from or relating to the provision by BYTEWISE of the Services to Customer (including, without limitation, sales, excise taxes, universal service fees, together with any penalties, fines or interest (resulting from Customer’s failure to pay Applicable Taxes hereunder after being invoiced for such) by any government, state, provincial or local government, public authority, including its agencies, commissions and tribunals, or their designated agents, having jurisdiction over this transaction.
    4. Customer: the Party contracting with BYTEWISE for the Services;
    5. End-User: means person or entity entitled by Customer to use or access the Service purchased.
    6. Fees:NRC and MRC together with any additional fess;
    7. InitialTerm: Minimum contract period for the Service to be provided is twelve (12) months unless defined otherwise in the SOF;
    8. Party: Customer and BYTEWISE individually;
    9. Parties: Customer and BYTEWISE together;
    10. Personnel: Persons employed, contracted or subcontracted by each of the Parties;
    11. BYTEWISE: means BYTEWISE or any of its Affiliates when providing the Services to its Customers.
    12. RenewalTerm: Contract period following completion of the Initial Term for which a Service is renewed as defined in the SOF;
    13. Service(s): The services provided by or on behalf of BYTEWISE to the Customer;
    14. ServiceTerm: Individually and collectively the Initial Term and Renewal Terms, if any;
    15. SOF: Service Order Form. Standard form (electronic or paper) for the ordering of Services;
    16. Term: the Initial Term and any Renewal Term(s).