THIS MEMBERSHIP AGREEMENT (“Agreement”) is executed on the day in which case the Member (as defined hereinafter) clicks the button I Agree on the below page (“ Effective Date”) between:

TELEKOMUNIKASI INDONESIA INTERNATIONAL (HONGKONG) LIMITED, a company

incorporated under the laws of Hong Kong, having its corporate office at Suite 905, 9/F, Ocean Centre, 5 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong (hereinafter referred to as “Telin”); and

“You”, “you” or “Member” as Member.

Each hereinafter referred to as a “Party” and collectively, as the “Parties”.

WHEREAS:

a. Telin provides TNeX Wave and TNeX Link service, through the TNeX Platform (as defined below);

b. Telin will provide the Member with the TNeX Wave and TNeX Link service and access to utilize TNeX Platform to enable the Member to purchase and manage the TNeX Wave and TNeX Link service in accordance with the terms and conditions set forth herein.

NOW, THEREFORE, the Parties hereby agree as follows:

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions. In this Agreement the following terms and phrases shall have the following meanings:

(a) "Affected Party” has the meaning ascribed to it in Clause 15.1 of this Agreement.

(b) “Affiliate” shall mean an entity controlled by, controlling, or under common control with a Party. For purposes hereof, the term “control”(including the correlative meanings of the terms “controlling”, “controlled by”, and “under the control of”), as used with respect to any Party, means a Party’s (a) ownership, directly or indirectly, of equity securities or shares entitling it to exercise in the aggregate of more than fifty percent (50%) of the voting power of the entity in question; or (b) possession directly or indirectly, of the power to direct or cause the direction of the management policies of or with respect to the entity in question, whether through ownership of securities, by contract or otherwise.

(c) “Business Day” means any day other than Saturday, Sunday or a public holiday in the place in which any act or transaction contemplated by this Agreement is to be performed.

(d) “Confidential Information” means this Agreement and other information of any type and form reasonably related to the Agreement that the receiving party knows or has reason to know is confidential and/or proprietary information, in any form, of a Disclosing Party arising from, or relating to, itself or this Agreement and the Services, including, without limitation, product and business plans and forecasts, supplier information, customer information, intellectual property, know-how, trade secrets, financial, production, sales, marketing, costs, tax and sales price and quantities information and forecasts, current and projected capital expenditures, technology, software, product specifications and all other information of a Party concerning the actual or anticipated business or operations of a Party or the Agreement and the Services.

(e) “Defaulting Party” has the meaning ascribed to it in Clause 13.2 of this Agreement.

(f) “Disclosing Party” means the Party disclosing Confidential Information.

(g) “Effective Date” means the date of this Agreement as set out above.

(h) “Multiple Use” has the meaning ascribed to it in Clause 4.2 of this Agreement.

(i) “Network” shall mean the telecommunications system(s) that either Party has the right to run under the applicable law.

(j) “Non-Affected Party” has the meaning ascribed to it in Clause 15.1 of this Agreement.

(k) “Non-Defaulting Party” has the meaning ascribed to it in Clause 13.2 of this Agreement.

(l) “Permitted Recipients” means:

(i) where the Receiving Party is a Member, its employees, directors, professional advisors and authorized representatives and agents and those of any member of its Affiliates; and

(ii) where the Receiving Party is Telin, its employees, directors, professional advisors, financiers, professional advisors and authorized representatives and agents and those of any member of its Affiliates.

(m) “TNeX Platform” means an electronic web-based platform provided by Telin to provide the Service to Member which could be accessed at tnex.telin.net.

(n) “POP” or “Point of Presence” shall mean a point at which a carrier maintains telecommunications equipment and bandwidth for a network.

(o) “Premises” shall mean a building or site where telecommunications equipment is located.

(p) “Receiving Party” means the Party receiving Confidential Information.

(q) “Service” has the meaning ascribed to it in Clause 2.2 of this Agreement, consisting of TNeX Wave, TNeX Link, and other products or services that may be included by Telin from time to time.

(r) “SIAC Rules” has the meaning ascribed to it in Clause 20.2 of this Agreement.

(s) “Taxes” means all and any taxes (including, without limitation, goods and service tax, value added or withholding taxes or other similar taxes by whatever name called), charges, imposts, levies, duties or fees that may be asserted by any local, state or national government authority from time to time.

(t) “TNeX Point” has the meaning ascribed to it in Clause 5.2 of this Agreement.

(u) “TNeX Link” means Layer 2 -based) service based on Cloud WAN service provided by Telin and/or Telin’s Affiliate as set out in Schedule 2 of this Agreement.

(v) “TNeX Wave” means Layer 1 service based on international point-to-point connectivity provided by Telin and/or Telin’s Affiliate as set out in Schedule 1 of this Agreement.

(w) “Service Charge Fee” means the charges payable to Telin for the Service which may be adjusted from time to time in accordance with Clause 5 of this Agreement.

(x) “Wallet” has the meaning ascribed to it in Clause 5.3 of this Agreement.

1.2 Interpretation.

Unless the context of this Agreement otherwise requires:

(a) Words denoting the masculine gender shall include the feminine and neuter genders and vice versa.

(b) Words denoting the singular number shall include the plural number and vice versa.

(d) References to clauses, schedules, annexes, appendices, exhibits are, unless stated otherwise, reference to clauses, schedules, annexes, appendices, exhibits to this Agreement.

(e) Reference to any statute, rule, regulation, order, directive shall be construed as references to such statute, rule, regulation, order or directive as respectively amended or re-enacted or as their operation is modified by any other statute, rule, regulation, order or directive.

(f) Reference to a document includes all amendments or supplements to, or replacements or novations of, that document.

(g) Reference to a “person” includes any individual person, firm, company, corporation, government, state or agency of a state or any association, trust or partnership (whether or not having a separate legal personality).

(h) Unless the context otherwise requires, references to “day” or “days” shall mean a 24 hours period.

(i) If the day on which the payment of money falls due is not a Business Day, the due date shall be deemed to be the next Business Day and any reference to acts that have to be done or to be done by or on or before a particular day or Business Day means by or on or before the close of business at 5.00 pm on that particular day or Business Day.

(j) If any material obligation or responsibility (“Relevant Obligation”) of a Party (the “second party”) set out in this Agreement is dependent upon performance of an obligation or responsibility of another Party or parties (the “first party”) under this Agreement, then the second party will not be in breach of the Relevant Obligation to the extent that it is unable to perform the Relevant Obligation due to a delay by or failure of the first party to perform its obligation or responsibility.

(k) No rule of construction applies to the disadvantage of a Party because that Party was responsible for the preparation of this Agreement or any part thereof.

2. PROVISION OF SERVICES AND TNeX PLATFORM

2.1 Subject to the terms and conditions of this Agreement, Services to be provided by Telin to the Member are Services with the specifications set out in the Schedules of this Agreement and the relevant page of each Service(s). Telin may introduce or include additional types of Services from time to time via TNeX.

2.2 The services within the TNeX Platform as agreed by the Member are referred to individually or collectively as “Services”.

2.3 Telin provides the TNeX Platform for providing the Services. In the provision of TNeX Platform, (i) Telin reserves the right to limit certain features and functions of TNeX Platform to prescribed Members; (ii) Telin does not make any representation to the Member on the products and Services in specific transactions whether or not such

transactions are made on or via TNeX Platform; and (iii) Telin does not control and shall not be liable or responsible for the quality, safety, lawfulness or availability of the products or Services offered for sale on TNeX Platform.

3. SERVICE TERRITORY

Telin shall use its reasonable effort to make the Service available from all locations as specified in the relevant page of each Service(s). Telin may change, remove, or include new locations that become commercially available through TNeX Platform.

4. SERVICE ORDER PLACEMENT PROCEDURES

4.1 Telin shall issue a TNeX Member ID and Password (as chosen by the Member during registration) to the Member to access the Service through such Member's account on the TNeX Platform. Each Member shall be solely responsible for maintaining the confidentiality of its Member ID and Password and for all use of and activities that occur in the account (whether such use or activities are authorized or not). A set of Member ID and Password is unique to a single account and no Member shall share, assign or permit the use of its account, Member ID or Password to another person, even to other individuals within the Member's own business entity (where applicable). Each Member acknowledges that sharing of its account with other persons, or allowing multiple users outside of its business entity to use its account (collectively, "Multiple Use"), may cause irreparable harm to Telin and each Member shall indemnify Telin against any loss or damages (including but not limited to loss of profits and reasonable legal fees) suffered by Telin as a result of such Multiple Use of an account. Member hereby undertakes to notify Telin immediately of any unauthorized use of its account, Member ID or Password or any other breach of security. Member hereby agrees that Telin shall not be liable for any loss or damages arising from the Member's failure to comply with this Clause.

4.2 Member agrees to provide all information and materials as may be reasonably required by Telin in connection with its transactions made via TNeX Platform, including update to the documents submitted by the Member during the sign-up process pursuant to Clause

4.2 of this Agreement. Telin has the right to suspend or terminate any Member’s account if the Member fails to provide the required information and materials without liability for any losses or damages arising out of or in connection with such suspension or termination.

4.3 Member shall opt their preferred Service(s) via TNeX Platform and make payments to such Services via TNeX Platform’s payment page, in accordance with the mechanism set out in Clause 5.

4.4 By submitting or fulfilling an order in TNeX Platform:

a. Member warrants that the information Member provides in an order is true, accurate and not misleading; and

b. Member is making a binding offer to acquire or provide the Services offered in TNeX

Platform on the terms set out in this Agreement.

4.5 Any purchases of Services via TNeX Platform shall be final and binding between the Member and Telin. Telin will provide Member with an order summary for each purchase. Member is solely responsible to review every order of Services prior to concluding a purchase by proceeding with the payment.

4.6 Member hereby represents and warrants that it is fully responsible and liable on the accuracy of each purchase (including on the price, types, quantity, and specifications of Services to be purchased) and in determining the appropriate types of Services to be purchased via TNeX Platform.

4.7 Telin shall not provide Member with any equipment or system configuration to make the Services available to the Member. Member shall procure its own equipment and conduct necessary technical actions to use or make the Service available, as might be required on a case-by-case basis (including, but not limited to connecting Member’s server to Telin’s POP).

4.8 In the event that any Member has a dispute with any party to a transaction within TNeX Platform, including any dispute with a third party, the Member agrees to settle them directly with the third party and to release and indemnify Telin (and our agents, affiliates, directors, officers and employees) from all claims, demands, actions, proceedings, costs, expenses and damages (including without limitation any actual, special, incidental or consequential damages and reasonable legal fees) arising out of or in connection with such dispute or the transaction. Telin shall use reasonable endeavor to assist Member on their dispute by providing transaction records and any other supporting data available and in the possession of Telin.

4.9 Telin shall not be liable for any fraudulent use of the Service by Member and Member shall be responsible to pay to Telin the Service Charge, even if the transaction is void due to fraud. For the avoidance of doubt, Telin does not have any liability or responsibility to make a refund related to fraudulent use of the Service or unauthorized access to Member’s TNeX account.

4.10 Telin reserves the right to change, add, remove, upgrade, modify, limit or suspend the Service or any of its related functionalities or applications at any time, temporarily or permanently, upon prior notice in TNeX Platform.

4.11 Telin further reserves the right but shall not be obligated to introduce new features, functionalities, applications or conditions to the Service or to future versions of TNeX Platform. All new features, functionalities, applications, conditions, modifications, upgrades and alterations shall be governed by this Agreement, unless otherwise stated by Telin.

4.12 Member acknowledge that inability to use the Service wholly or partially for whatever reason may have adverse effects on its business. Member hereby agrees that in no event shall Telin be liable to the Member or any third parties for any inability to use the Service (whether due to disruption, changes to or termination of the Service or otherwise), any delays, inaccuracies, errors or omissions with respect to any communications or transmission or delivery of all or any part thereof, or any losses or damages (direct, indirect, consequential or otherwise) arising from the use of or inability to use the Service.

4.13 If the Member submits any information to TNeX Platform for publication on TNeX Platform through the publishing tools, including but not limited to, company or business profile, product catalogue, trade leads, business trust system and any discussion forum, the Member is deemed to have given consent to the publication of such information on TNeX Platform.

4.14 Member’s access to or the availability of features and functions on TNeX Platform may be conditional on verification of Member’s identity and/or its designated bank account by Telin.

4.15 Member shall be responsible for any act and/or omissions by any person under its control or acting under its authority in accessing the Services or TNeX Platform.

5. PRICING AND PAYMENT TERMS

5.1 The Service is offered on a Service Chargebasis, in which each transaction made by Member will be subject to the applicable Service Chargeset out in TNeX. The pricing of the Service Charge and quantity details for the Service shall be provided within the page of relevant Service(s) under TNeX Platform.

5.2 The Member shall pay the Service Charge using their TNeX Point, which is a native virtual credit that can only be used for transactions within TNeX (“TNeX Point”). TNeX Point is non-transferrable and shall only be used by the relevant Member to purchase Services within TNeX Platform.

5.3 Telin provides an in-platform wallet to store Member’s TNeX Point balance (“Wallet”). The Member shall be billed on their preferred payment method they elect to "top up" their TNeX Point on TNeX Platform. Available top-up method includes bank or wire transfer in business hoursand any other means that will be supported by TNeX Platform in the future.

5.4 Telin will automatically deduct Member’s TNeX Point from Member’s Wallet for payment incurred by Member from buying Services on TNeX Platform upon (a) maximum 14 Business Days since order is created, or (b) TNeX system detects that customer has cross-connected their equipment at the designated spot and the Service has successfully activated, which one reached first.

5.5 Telin reserves the right to accept or refuse any top-up transaction by Member without notice in the interests of preventing fraud, money laundering, or any suspicion of other criminal activity.

5.6 All amounts payable under this Agreement shall be quoted and payable inclusive of all Tax(es), if any, in accordance with the applicable law and payable by Telin. Member agrees that, if applicable and reasonably requested by Telin, Member will use its reasonable endeavors to obtain any applicable tax exemption certificate in relation to services provided, or charges levied, pursuant to this Agreement.

Each Party shall only be responsible for those Taxes (in relation to Service Charge) that are required by law from a user perspective. Without prejudice, the Taxes shall not include any income taxes imposed on the Provider Party or liabilities imposed by reason of the Provider Party carrying on a business in a jurisdiction or being incorporated in that jurisdiction.

6. TERM

6.1 This Agreement shall be binding and effective as of the Effective Date and shall continue to be valid thereafter unless terminated earlier in accordance with Clause 13 of this Agreement. The Parties may agree on a specific expiry date of the Agreement at any time, subject to Clauses 8 and 13 hereunder. All other documents constituting the Agreement shall be binding and effective as part of the Agreement on the date of execution of the same by the Parties on the date of execution of the same by the Parties unless expressly stated otherwise.

6.2 In the event that either Party elects to terminate this Agreement at any time without cause, such termination shall not operate to terminate any existing Service and this Agreement shall continue to apply to any such Service until its expiration.

7. DISPUTE OF INVOICES

7.1 If either Party wishes in good faith to dispute an invoice, such Party must notify the other Party thereof within 14 (fourteen) days upon receipt of the invoice. Otherwise, such Party shall be deemed to have accepted the invoice and the charges shall be payable in accordance with Clause 6.1 above. The notice provided by such Party shall be addressed to the following settlement contact or as notified by other Party:

Settlement Contacts

Name	Kelly Chan
Department	Finance Department
Address	Suite 905, 9/F, Ocean Centre, 5 Canton Road,Tsim Sha Tsui, Kowloon, Hong Kong
Telephone number	+852 3102 3309
E-mail	tnexbilling@telin.net

and must specify:

(a) the reasons why the invoice is disputed

(b) the amount in dispute; and

(c) any written records it may have supporting such dispute. Upon request by the Member, Telin shall provide all records it may have in relation to such disputed invoice.

7.2 The Parties agree to use their reasonable endeavours to promptly resolve any dispute notified under this Clause. In the event the Parties are unable to resolve the dispute within thirty (30) days from receipt of notice of such dispute, the matter shall be escalated to senior executives and/or counsel authorized to settle such matters. If the dispute is not resolved within thirty (30) days from the date of escalation, the Parties shall resolve the dispute with accordance with Clause 22 of this Agreement.

7.3 Notwithstanding the above, pending the resolution of the dispute, Member shall still be liable to make payment of the invoice in accordance with the terms and conditions set out under Clause 5.

8. CHANGES TO THE AGREEMENT

8.1 Telin may change the terms of this Agreement (other than any material changes) at any time by giving Member seven (7) days’ prior notice (“Notice Period”) by email and such notice shall be deemed a valid amendment to this Agreement. If Member does not agree with the change, Member may terminate any affected Services by giving Telin notice in writing prior to the expiry of the Notice Period. Any Service terminations will take effect within fourteen (14) days after the expiry of the Notice Period. If Member takes no action during the Notice Period, Member will be deemed to have accepted the changes.

8.2 Telin may modify TNeX Platform or Services or may transition to a new application at any time but will use reasonable efforts to maintain backward compatibility where reasonably practicable. Telin will notify Member if a modification is likely to adversely affect Member’s ability to use TNeX Platform or utilize the Services.

9. NO PARTNERSHIP

Each Party is an independent contractor. Nothing in this Agreement will render or in any way imply each Party as agent, partner, or employee of the other.

10. REPRESENTATIONS AND WARRANTIES

10.1 Each Party hereby represents and warrants to the other Party that:

(a) it is [a legal entity duly organized and validly existing under the laws of jurisdiction of its incorporation, represented with its authorized representative, with full corporate power and authority to conduct its business as presently conducted, to

own or use the properties and assets that it purports to own or use and to perform all its obligations under this Agreement] / [an individual with full legal capacity to enter into this Agreement to perform his/her obligations hereunder, is capable to act for himself/herself, not under guardianship or conservatorship (as applicable), and has not executed this Agreement in error, under duress or by fraud];

(b) the execution, delivery and performance by the Party of this Agreement have been duly authorized by all necessary corporate action (as applicable) and statutory requirements and that this Agreement constitutes a valid and effective and legally binding contract and shall be enforceable against the other Party in accordance with the terms herein; and

(c) it shall obtain and maintain, at its own expense, all relevant licenses, permissions, waivers or permits required to provide or operate and use the Service, as the case may be, and shall comply with all applicable laws, regulations standards and codes.

10.2 Telin warrants that the Services it provides the authorized use thereof do not infringe, misappropriate or misuse any third-party intellectual property or other rights.

11. TELIN OBLIGATIONS

Telin hereby covenants with Member that Telin shall:

(a) provide the Service in accordance with good professional practice and the requirements and specifications as set out in this Agreement and in TNeX Platform;

(b) permit Member and/or its employees, servants, authorised agents or contractors at all reasonable times access to the facilities and premises within Telin control to enable Member to perform its duties and obligations required under this Agreement;

(c) maintain all necessary licenses, permits and requirements to provide the Service and perform its obligations under this Agreement;

(d) ensure all personnel involved in provision of the Service will be suitably skilled and experienced to perform the tasks assigned to them; and

(e) after being informed by Member, promptly follow and resolve any query, fault, defect or other interference in accordance with this Agreement.

12. MEMBER OBLIGATIONS

Member covenants with Telin that Member shall:

(a) pay the Service Charge to Telin promptly in accordance with the provisions of this Agreement;

(b) if required, upon prior reasonable written request for appointment by Telin, permit Telin and/or its employees, servants, authorized agents or contractors at all reasonable times access to the its premises to enable Telin to perform its duties and obligations required under this Agreement;

(c) provide Telin with all reasonable information required by Telin in connection with or for the purposes of any of the Service provided;

(d) conduct necessary actions for configurations of the Service;

(e) remain compliant with the laws and regulations in using and accessing the TNeX Platform and the Services; and

(f) in the event of any interruption or disruption of any of the Service, promptly notify the Telin thereof in accordance with the [fault reporting procedures and escalation matrix] as notified in writing to Member from time to time.

13. TERMINATION

13.1 Unilateral Termination of Agreement by Telin

Telin may terminate this Agreement with immediate effect by giving written notice to Member if Member:

(a) commits any act or omission, which Telin believes in good faith brings Telin or its Affiliates into disrepute;

(b) Uses TNeX Platform or the Services in a manner that or for purposes that contradict with the laws and regulations;

(d) any of its respective employees, officers, or contractors engages in fraudulent or misleading or deceptive behaviour of which Member is or should reasonably be aware.

Member must notify Telin immediately if any of the events described above occurs.

13.2 Unilateral Termination of Agreement by a Party

A Party (“Non-Defaulting Party”) may at any time give a prior notice in writing to the other Party (“Defaulting Party”) to terminate this Agreement with immediate effect if any of the following events occurs:

(a) if the Defaulting Party fails to observe or perform any of its material obligations herein and shall fail to remedy such breach (if capable of being remedied) within thirty (30) days after written notice to do so from the Non-Defaulting Party;

(b) if the Defaulting Party breaches any of the representations and warranties provided under Clause 10;

(c) if the Defaulting Party becomes insolvent or is wound up or goes into liquidation whether compulsorily or voluntarily except for the purpose of a bona fide amalgamation or reconstruction with the consent of the Non-Defaulting Party;

(d) if the Defaulting Party has a receiver appointed over any of its assets or undertaking;

(e) if any distress execution, sequestration or other process is issued against any property of the Defaulting Party and is not discharged or settled within thirty (30) days thereof;

(f) if the Defaulting Party ceases or threatens to cease to carry on the whole or any substantial part of its business other than in the course of reconstruction or amalgamation with the consent of the Non-Defaulting Party;

(g) if the Defaulting Party infringes or violates any law or regulation pertaining to the use of the Service and that Party shall fail to remedy the infringement or violation within the time frame stipulated by the relevant authority; or

(h) in the Event of Force Majeure as described under Clause 15,

without prejudice to the Non-Defaulting Party’s other legal rights and remedies against the Defaulting Party.

13.3 Mutual Termination of the Agreement by the Parties

The Parties may terminate this Agreement based on mutual written consent between them.

14. CONSEQUENCES OF TERMINATION

Upon expiration or early termination of this Agreement [and/or Service] in accordance with the provisions of this Agreement, Member shall promptly pay to Telin:

(a) all recurring fees and any other cost (if any) and expense due and payable in respect of the Service rendered up to the date of termination; and

[(b) termination charges, only if the Agreement is unilaterally terminated by Member.]

15. FORCE MAJEURE

15.1 Neither Party is liable for delay or failure to perform any of its obligations under this Agreement insofar as the performance of such obligation is prevented by a force majeure event, unless that failure is a failure to pay charges.

15.2 Each Party shall promptly notify the other Party of the occurrence of such a force majeure event, no later than 7 (seven) calendar days after the event and shall use all reasonable endeavours to continue to perform its obligations hereunder for the duration of such force majeure event. The additional time period to deliver the Services will not result in an increase in the Service fee. However, if any such force majeure event prevents a Party from performing all of its obligations hereunder for more than two (2) months, the other Party may terminate this Agreement by notice to the other Party in writing.

15.3 For the purposes of this Agreement, a force majeure event means any event which is unpredictable, beyond the reasonable control of the Party liable to affect performance and external to this Party, and shall include but not be limited to acts of God, riots, acts of war, acts of terrorism, epidemics, major fire, or natural disasters. For avoidance of doubt, force majeure does not include strikes or other employment disputes of either Party’s personnel or such Party’s subcontractors’ personnel.

16. LIMITATION OF LIABILITY AND INDEMNITIES

16.1 Telin shall use its best effort to ensure that the Service will not be interrupted, will be error- free and will prevent unauthorized access by third parties. The Parties agree that the liability of Telin under this Agreement in any cases whatsoever is limited to the Service Charge received by Telin for the Service Term in respect of the affected Service for the 12 months immediately prior to the occurrence of the event giving rise to the claim of liability.

16.2 Subject to Clause 16.1 and Clause 16.3, each Party shall indemnify and hold harmless the other Party against any and all loss, liability, cost, expense or claim (including reasonable legal expenses) suffered or incurred by the other Party arising directly from or in connection with:

a. any failure by a Party to comply with any of the material provisions of this Agreement; or

b. any damage to a Party’s Premises, its infrastructure or equipment, any damage to any property or personal injury (including death) attributable to Service Equipment and/or any act or omission of a Party or any person under its control or acting under its authority.

In addition, Telin agrees to indemnify, defend, and hold Member harmless from Losses arising from any third-party claims of intellectual property rights infringement arising from the Services or from any materials or services utilized to provide the Services.

16.3 Notwithstanding anything to the contrary herein stated, in no event shall either party be liable for consequential, special, or indirect losses or damages sustained by the party or any third parties in using and/or accessing any of the services howsoever arising under this agreement and whether under contract, tort, indemnity or otherwise (including, without limitation, third party claims, loss of profits, loss of data, loss of customers, or damage to reputation or goodwill).

17. CONFIDENTIALITY AND PUBLICITY

17.1 The Receiving Party hereby undertakes and agrees:

(a) to treat as confidential and not to disclose, use or permit the disclosure or use of at any time in any way, Confidential Information of the Disclosing Party, other than for the sole purpose of the performance of its obligations hereunder, unless otherwise authorized in writing by the Disclosing Party;

(b) to limit the disclosure of Confidential Information to those of its Permitted Recipients who need to know such Confidential Information strictly for the purpose of this Agreement and prior to such disclosure, to ensure that such Permitted Recipients are made aware of the obligations of confidentiality as set out in this Agreement and to use its best endeavors to ensure that such Permitted Recipients abide by such confidentiality obligations;

(c) to accept full liability and to hold the Disclosing Party harmless against all wrongful use or disclosure of Confidential Information in breach of this Agreement by the Receiving Party and/or its Permitted Recipients and upon termination of this Agreement, to return to the Disclosing Party all documents or material of any kind containing Confidential Information, which are in its possession or under its control but the Receiving Party shall be entitled to retain a copy such confidential information for its archival purpose subject to the terms of confidentiality hereunder; and

(d) that the obligations set out in this Agreement shall survive the expiration or termination of this Agreement for a period of 1 year.

17.2 The confidentiality obligations imposed herein shall not apply to information which:

(a) prior to the date hereof, is in the public domain or hereafter comes into the public domain other than as a result of a breach of this Agreement by the Receiving Party and/or its Permitted Recipients;

(b) is lawfully disclosed to the Receiving Party by a third party that is, to the best of the Receiving Party’s knowledge, legally free to disclose such information;

(d) is required to be disclosed by law or order of court or directive of any regulatory or governmental body provided that, to the extent permitted by such law, order or directive, the Receiving Party shall promptly notify the Disclosing Party of such requirement to disclose and shall limit such disclosure required or provide the Disclosing Party the opportunity to seek a protective or other court order in respect thereof. If the Receiving Party is still required to disclose the information, the Receiving Party shall, to the extent permitted by such law, order or directive, seek confidential treatment from the recipient for such information disclosed.

17.3 Each Party hereby undertakes not to use the name, logos, trademarks, services marks or other proprietary identifying symbols of the other Party in any press release, public statement, advertising, signage, marketing materials, brochures or other materials in any medium unless the other Party shall have first given its written consent thereto.

18. SURVIVAL

The provisions of Clauses 11, 12, 14, and 17 and any other provision of this Agreement which expressly or by implication is intended to come into or remain in force on or after termination will continue in full force and effect notwithstanding any such termination.

19. NOTICES

19.1 All notices, demands or other communications between the Parties hereunder shall be in writing and may be delivered by hand or sent by registered post or by courier or by facsimile to the respective addresses and contact particulars as set out in this Agreement (in case of Telin) and as submitted by the Member (in case of Member) , or sending an email to the [tnexprivacy@tnex.telin.net] (in case of TNeX) and to email address associated with Member’s TNeX account (in case of Member), or such other contact particulars of a Party notified in writing to the other Party in accordance with this Clause 19.

19.2 Notices, demands or other communications shall be deemed received:

(a) if by hand delivery, on the day of delivery;

(b) if by registered post, 5 Business Days after dispatch;

(d) if by facsimile, on the day of transmission provided that the transmission report from the sender’s facsimile machine confirms that transmission is in full and without error.

If receipt is on a day which is not a Business Day, then receipt shall be deemed to occur on the next immediate Business Day.

20. GOVERNING LAW; JURISDICTION AND DISPUTE RESOLUTION

20.1 This Agreement shall be governed by and construed in accordance with the laws of Hong Kong.

20.2 All disputes, controversies or differences which may arise between the Parties out of, in relation to, or in connection with, this Agreement or breach thereof, shall be amicably settled in good faith by the Parties, failing which the same shall be referred to and finally resolved by arbitration in Hong Kong International Arbitration Center (“HKIAC”) in accordance with the HKIAC Rules for the time being in force which rules are deemed to be incorporated by reference into this clause. The Arbitral Tribunal shall consist of one

(1) arbitrator to be appointed pursuant to the HKIAC Rules.

20.3 The language of the arbitration shall be English, and the seat and venue of arbitration shall be in Hong Kong.

20.4 The cost of Arbitration, including fees and expenses of the arbitrators, shall be shared equally by the Parties. The Parties shall each bear the cost of preparing and presenting its own case.

20.5 The Parties expressly agree that the Arbitral Tribunal must state the reasons for its decisions in writing and must make the decisions entirely on the basis of applicable laws and not on the basis of the principle of ex aequo et bono.

20.6 During the Arbitration proceeding, the Parties shall continue to perform their obligations under this Agreement until the issuance of the arbitral award.

20.7 The arbitral award made in accordance with this Clause shall be final, binding and incontestable.

21. LEGAL COSTS

Each Party shall be responsible for its own legal costs incurred in relation to the preparation, negotiation and execution of this Agreement.

22. ENTIRE AGREEMENT

This Agreement and all schedules, appendices and attachments hereto set out the entire agreement and understanding between Member and Telin with respect to the subject matter hereto and supersedes all prior understandings and representations between the Parties.

23. SEVERABILITY

If one or more of the provisions of this Agreement shall be invalid, illegal or unenforceable under any applicable law or decision, the validity, legality, and enforceability of the remaining provisions shall not be affected or impaired in any way and such invalid, illegal or unenforceable provision(s) shall be deemed deleted. Each Party shall, in any such event, execute such additional documents as the other Party may reasonably request in order to give valid, legal and enforceable effect to any provision, which is determined to be invalid, illegal or unenforceable, to the extent permitted by law. If any provision shall be void, illegal or unenforceable but would be valid and enforceable if read down, then that provision shall be read down to the extent necessary to render the provision valid and enforceable.

24. WAIVER

25.1 No waiver of any of the terms of this Agreement will be valid unless in writing and signed by or on behalf of Member and Telin, as the case may be.

25.2 No relaxation, delay, forbearance, indulgence or failure by a Party in exercising or enforcing any rights conferred upon it by this Agreement will be deemed to be a waiver of any such right or operate so as to bar the exercise or enforcement thereof at any time or times thereafter.

25.3 The Parties acknowledge that this Agreement is commercial in nature, and each Party hereto expressly and irrevocably waives any claim or right which it may have to immunity (whether sovereign immunity, act of state or otherwise) for itself, or with respect to any of its assets, in connection with an arbitration, arbitral award or other proceeding to enforce

this Agreement, including, without limitation, immunity from service of process, immunity of any of its assets from pre- or post-judgment attachment or execution, and immunity from the jurisdiction of any court or Arbitral Tribunal.

25. ASSIGNMENT

Neither Party may transfer, assign or novate any of its rights and/or obligations under this Agreement to any person without the prior written approval of the other Party, which consent shall not be unreasonably withheld. Provided however, either Party shall be entitled to assign and transfer all of its rights and obligations under this Agreement to present and future Affiliates of a Party; or in the case of merger, consolidation or sale of assets involving substantially all of a Party’s assets.

26. BINDING EFFECT

This Agreement shall be binding upon the permitted assigns and successors-in-title of the Parties hereto. It is further provided that this Agreement shall not be discharged or in any way affected by any change in the composition or identity of the Parties hereto by amalgamation, reconstruction or otherwise.

27. INTELLECTUAL PROPERTY RIGHTS

Except as may be expressly agreed in writing between the Parties (under such express terms as are agreed), all trade and service marks, inventions, patents, copyrights, registered designs, design rights and all other intellectual property rights shall, be and remain in the ownership of the relevant Party. Nothing herein shall confer or be deemed to confer on either Party expressly, implied or otherwise, any rights or licenses in the intellectual property of the other. Each Party shall, in the performance of this Agreement, indemnify and keep the other indemnified from and against any losses, damages, cost and expenses, including legal fees, as awarded by the court of competent jurisdiction in any claim or action instituted for or arising from any infringement of any intellectual property rights. A party indemnified under this Agreement shall give the indemnifying party

(a) prompt written notice of any claim, (b) the right to control and direct the investigation, preparation, defense, and settlement of the action; and (c) reasonable assistance and information.

28. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one agreement. Each Party hereto may enter into this Agreement by signing any such counterpart.

29. ELECTRONIC ACCEPTANCE

Each Party agrees that this Agreement and any other documents to be delivered in connection herewith may be accepted electronically, either using electronic signature or other means of electronic acceptance permitted by the laws and regulations, which would constitute a valid and binding means to bind the parties into this Agreement. The Parties will not file any claim to challenge the validity or existence of this Agreement on the basis of the use of electronic acceptance as means to enter into an agreement.

By clicking the “I Agree” button, the Member hereby acknowledges and agrees to all terms and conditions set forth under this Agreement herewith and have caused this Agreement to be executed by the Parties.

SCHEDULE 1

DESCRIPTION OF SERVICE, SPECIFIC TERMS AND CONDITIONS, AND SERVICE LEVEL GUARANTEE FOR TNEX WAVE SERVICES

1. DESCRIPTION OF TNEX WAVE SERVICES Telin Services shall consist of:

1.1. The provision of network capacity, TELIN equipment and other services specified in the Service Order Form.

1.2. The provision of installation, repair, maintenance and de-installation services through TELIN or its local contractor(s).

2. SPECIFIC TERMS AND CONDITIONS

These are specific terms and conditions and service level guarantee for TELIN’s call center platform service (the “Specific Terms”) which apply to call center platform service provided by TELIN, in addition to the terms of any agreement and/or any order form, with respect to the subject matter of this Specific Terms executed by Customer to TELIN.

The Specific Terms including any attachments, appendices, schedules, annexure, if any, will be deemed as an integral part hereof and binding between the Parties.

For all intent and purposes and where applicable, reference to “TELIN” herein means TELIN as the ”Providing Party” and, reference to “Customer” herein means the Customer as the “Ordering Party”.

2.1. SERVICE QUALITY, SERVICE LEVEL GUARANTEE, VALUE ADDED SERVICES

2.1.1 TELIN hereby undertakes to use its reasonable efforts for the continuity and efficiency of the Service. When the Customer subscribes to the call center platform, the Customer acknowledges and agrees to the Service Level Guarantee as set out in Clause 3 of this SCHEDULE 1 Document.

2.1.2. Notwithstanding any other provisions of the Agreement to the contrary, the Customer acknowledges and agrees that the applicable SLG, if applicable, shall only apply to the Service if Customer agrees to subscribe and continue to subscribe for the Service for a period of not less than the Initial Term as set out in Service Order Form.

2.1.3. TELIN reserves the right to revise or amend any terms and conditions of the SLG from time to time and any changes or revision thereof shall be deemed effective upon the receipt of TELIN’s notification regarding the SLG revision.

2.1.4. The Customer agrees that the SLG as sets forth in this Specific Term is the Customer’s sole remedies for any claim relating to the Service or the Network, including but not limited to any failure to meet any guarantee set forth in the SLG. TELIN’s records and data shall be the basis for all SLG calculations and determinations. Notwithstanding anything to the contrary, the maximum amount of service credit in any calendar month under the SLG shall not exceed the Monthly Recurring Charge (MRC).

2.3. MAINTENANCE NOTIFICATION

2.3.1. TELIN shall comply with the timelines as set out in Table 1 (Maintenance Notification) below in respect of Scheduled Maintenance and/or Unplanned/Urgency Maintenance’s notification to the Customer.

Table 1. Maintenance notification

Scheduled Maintenance Notification

TELIN shall at its best endeavor notify the Customer seven (7) calendar working days in advance of the maintenance event by email or other alternative method selected by TELIN. It is the Customer’s responsibility to inform TELIN of any changes to their scheduled maintenance point of contact.

Unplanned/Urgent Maintenance Notification

TELIN shall at its best endeavor notify the Customer 24 hours in advance of the maintenance event by email or other alternative method elected by TELIN. It is the Customer’s responsibility to inform TELIN of any changes to their scheduled maintenance point of contact.

2.3.2. Scheduled Maintenance Notification

2.3.2.1. Scheduled Maintenance of TELIN’s IP Network by TELIN shall be planned to occur during a predefined service window. TELIN will inform the Customer by notification in writing, of the date and time together with the maximum duration of the outage within the period specified under Table 1 above, of the Scheduled Maintenance. In respect of any notice to the Customer of Scheduled Maintenance, TELIN shall provide the following:

a. an explanation of the reason for the Scheduled Maintenance;

b. a description of the parts and/or components of TELIN’s IP Network and Internet Services which will be affected; and

c. the name and contact details of the TELIN representative(s) responsible for notification of the Scheduled Maintenance.

d. Within one (1) day after receiving the Schedule Maintenance notification asset out in point 3.2.2, the Customer may request to postpone and re-schedule the Schedule Maintenance. However, this request shall be subject to TELIN’s approval

2.3.2.2. Within one (1) day after receiving the Schedule Maintenance notification as set out in point 3.1, the Customer may request to postpone and re-schedule the Schedule Maintenance. However, this request shall subject to TELIN’s approval.

2.3.3. Unplanned/ Urgent Maintenance

2.3.3.1. Any urgent, unplanned or urgency maintenance in the TELIN’s IP Network that will interrupt the Service will be notified to Customer within the period specified under Table 3.1 stated above. The Customer will be informed of both the date and the time together with the maximum duration of the interruption. The Customer may request to change the Unplanned/Urgency Maintenance date and time but any changes as to time and date there to shall be subject to TELIN’s approval.

2.3.3.2. The urgent upgrade and maintenance will only be performed for problems arising from the following categories:

a. Security threats to Telin network

b. Customer’s service is degraded

c. Force Majeure events

2.3.4. Fault Performance Report

2.3.4.1. Telin will provide Fault Reporting Service by telephone or by e-mail.

2.3.4.2. Upon receipt of a fault report, Telin shall ensure the following:

a. Allocate a fault reference number for tracking and fault management purposes, which shall be valid for the duration of the Fault until restoration;

b. Facilitate contact with any Customer reasonably required by TELIN to clarify the nature of the Fault and/or make any necessary arrangements for visits to the Fault site;

c. Provide progress reports in relation to the Fault on request by the Customer;

d. Comply with the Fault escalation procedures and notify the Customer of any Faults without delay within the specified period referred to in Table 1 above stated;

e. Carry out all actions reasonably required to repair the Fault and restore the relevant Service or TELIN IP Network to full working order.

3. SERVICE LEVEL GUARANTEE

3.1. INTRODUCTION

3.1.1 The purpose of this document is to describe the service level for the Service entitling the Customer certain rights and remedies concerning the performance of the Service. All rights of the Customer as described herein are subject to conditions and exclusions as set forth herein. This Service Level Guarantee (“SLG”) outlines the performance criteria or parameters of Availability (as hereinafter defined).

3.1.2 Service Interruption are defined as an unscheduled period in which TELIN or its Partner is unavailable for five (5) minutes or more as measured by TELIN, which give rise to an effective loss of a proportion of the total IP bandwidth in service provided to Customer but does not include interruption arising from any of the event as provided under Point 5 of this SLG.

3.1.3. Trouble Ticket is defined as an official number issued by TELIN to the Customer and used by the Customer to track a perceived Service Interruption and SLG non-compliance.

3.1.4. Subject to the terms and conditions of the Agreement, the service level guarantee offered to the Customer herein is as provided in Table 2 (Service Level Summary) below:

Table 2. Service Level Summary

No	Service Level Parameters	Service Level	Service Credit (% of MRC)
1	Availability	99.5 % > x > 99.0%	2
2	Availability	99.0% > x > 98.5%	5
3	Availability	98.5 % > x > 98.0%	10
4	Availability	98.0 % > x > 97.5%	15
5	Availability	Less than 97.5 %	20

3.2. AVAILABILITY

3.2.1 Availability time is defined as the sum of all minutes in which the service in Telin port is available to Customer.

3.2.2 Availability rate during any particular month shall be determined as follows:

𝑅 = ((𝑇 − 𝑁)/𝑇) × 100%

R = Availability
T = Total of time in a month (in minute)
N = Total of failure time in a month (in minute)

3.2.1. TELIN agrees to a total monthly availability rate as value specified each month, network performance statistics relating to the availability rate service guarantees shall be posted on Telin performance monitoring system.

3.2.2. If within a one (1) month period, the availability is less than the service level guaranteed by TELIN, Customer shall be entitled to claim a service credit (Availability Service Level). No credit will be made if failure to meet availability rate is attributable to or arising from any of the event as provided under Clause 3.4 (SERVICE CREDIT EXCLUSION) of this SCHEDULE 1 Document.

3.3. CREDIT PROCEDURE AND CONDITIONS

3.3.1. Service credit will only be calculated if the Customer opens the Trouble Ticket related the fault and provides the required evidence, both maximum 30 days after the fault occurred.

3.3.2. TELIN’s records shall be the sole basis for all Service Level non-compliance calculations and determinations. In order for the Customer to be entitled to claim service credit from TELIN of the minimum service standard breach, the Customer must notify TELIN’s sales representative in writing via email within fourteen (14) days from the end of every month in which the accident occurred. Customer shall also provide Trouble Ticket information and performance data details for the particular month that Customer intend to claim service credit. Failure to do so shall void Customer’s eligibility for any service credit for such event.

3.3.3. Service credit shall be calculated based on Monthly Recurring Charge (MRC) which have been deducted by all discounts and other special pricing arrangements and are not applicable to government fees, taxes, and surcharges. The Service credit shall be deducted from the ITNeX Wave Service monthly service Charge due by Customer to TELIN as stated in the Service Order Form and will be reflected on the subsequent invoice following the billing month in which the Service Interruption occurs. The total amount of service credit during one (1) year is limited to the equivalent of two times the monthly recurring Charges. If the service credit is outstanding after the Service has been terminated, the service credit shall be applied for other services provided by TELIN to Customer.

3.3.4. Customer will only be entitled to one SLG parameters (either Availability or Network latency or Packet delivery) which has the highest amount of service credit for a particular month even though more than one service credit claims are made. The service credit by TELIN shall constitute the sole, exclusive and entire remedy of Customer in case of a failure by TELIN to perform its obligation under this SLG and the Agreement and Customer shall not be entitled to claim any other compensation.

3.4. SERVICE CREDIT EXCLUSION

Notwithstanding any other provisions in the Agreement, the overall service level guarantee herein do not include periods of Service Interruption resulting in whole or in part from one or more of the following causes:

3.4.1. Any act or omission by the Customer, its agent, or contractors or any other entity over which the Customer exercises or has the right to exercise control;

3.4.2. Any failure resulting from the Customer’s applications, software configuration, equipment or facilities including that provided by any third party other than equipment furnished by TELIN or its IP Network partner;

3.4.3. TELIN or Customer Scheduled Maintenance or Unplanned/Urgency Maintenance;

3.4.4. Service Interruption due to installation of a new Service to Customer;

3.4.5. Service Interruption reported by Customer but no trouble found by TELIN;

3.4.6. Service Interruption occurs but Customer elects or does not release the Service for testing and/or maintenance and/or continues to use it on an impaired basis;

3.4.7. Suspension or termination of the Service in accordance with the terms of the Agreement;

3.4.8. Period of delays due to Customer Network operation is unreachable to confirm service operation after clearance of fault by TELIN;

3.4.9. Period of delays due to Customer’s Equipment or Customer’s network owns fault;

3.4.10. Any failure of power supply at the Customer’s Premises or third party premises;

3..4.11. Period where Service Interruption caused by events beyond TELIN reasonable control such as incidents of disaster and Force Majeure events as provided in the Agreement.

3.4.12. Availability, packet loss, or latency service level occurred when the port utilization is more than or equal 90% of the port capacity.

3.4.13. Any other components beside IP Port, which means that the service credit excludes components like local loop, backhaul, last mile connectivity, and X-Connect

SCHEDULE 2

DESCRIPTION OF SERVICE, SPECIFIC TERMS AND CONDITIONS, AND SERVICE LEVEL GUARANTEE FOR TNEX LINK SERVICES

1. DESCRIPTION OF TNEX LINK SERVICES Telin Services shall consist of:

1.1. The provision of network capacity, TELIN equipment and other services specified in the Service Order Form.

1.2. The provision of installation, repair, maintenance and de-installation services through TELIN or its local contractor(s).

2. SPECIFIC TERMS AND CONDITIONS

The Specific Terms including any attachments, appendices, schedules, annexure, if any, will be deemed as an integral part hereof and binding between the Parties.

2.1. SERVICE QUALITY, SERVICE LEVEL GUARANTEE, VALUE ADDED SERVICES

2.3. MAINTENANCE NOTIFICATION

Table 1. Maintenance notification

Scheduled Maintenance Notification	TELIN shall at its best endeavor notify the Customer seven (7) calendar working days in advance of the maintenance event by email or other alternative method selected by TELIN. It is the Customer’s responsibility to inform TELIN of any changes to their scheduled maintenance point of contact.
Unplanned/Urgent Maintenance Notification	TELIN shall at its best endeavor notify the Customer 24 hours in advance of the maintenance event by email or other alternative method elected by TELIN. It is the Customer’s responsibility to inform TELIN of any changes to their scheduled maintenance point of contact.

2.3.2. Scheduled Maintenance Notification

a. an explanation of the reason for the Scheduled Maintenance;

b. a description of the parts and/or components of TELIN’s IP Network and Internet Services which will be affected; and

c. the name and contact details of the TELIN representative(s) responsible for notification of the Scheduled Maintenance.

2.3.3. Unplanned/ Urgent Maintenance

2.3.3.2. The urgent upgrade and maintenance will only be performed for problems arising from the following categories:

a. Security threats to Telin network

b. Customer’s service is degraded

c. Force Majeure events

2.3.4. Fault Performance Report

2.3.4.1. Telin will provide Fault Reporting Service by telephone or by e-mail.

2.3.4.2. Upon receipt of a fault report, Telin shall ensure the following:

a. Allocate a fault reference number for tracking and fault management purposes, which shall be valid for the duration of the Fault until restoration;

b. Facilitate contact with any Customer reasonably required by TELIN to clarify the nature of the Fault and/or make any necessary arrangements for visits to the Fault site;

c. Provide progress reports in relation to the Fault on request by the Customer;

d. Comply with the Fault escalation procedures and notify the Customer of any Faults without delay within the specified period referred to in Table 1 above stated;

e. Carry out all actions reasonably required to repair the Fault and restore the relevant Service or TELIN IP Network to full working order.

3. SERVICE LEVEL GUARANTEE

3.1. INTRODUCTION

3.1.3. Trouble Ticket is defined as an official number issued by TELIN to the Customer and used by the Customer to track a perceived Service Interruption and SLG non-compliance.

3.1.4. Subject to the terms and conditions of the Agreement, the service level guarantee offered to the Customer herein is as provided in Table 2 (Service Level Summary) below:

Table 2. Service Level Summary

No	Service Level Parameters	Service Level	Service Credit (% of MRC)
1	Availability	99.9 % > x > 98.9%	10
2	Availability	Less than 98.9 %	20

3.2. AVAILABILITY

3.2.1 Availability time is defined as the sum of all minutes in which the service in Telin port is available to Customer.

3.2.2 Availability rate during any particular month shall be determined as follows:

𝑅 = ((𝑇 − 𝑁)/𝑇) × 100%

R = Availability
T = Total of time in a month (in minute)
N = Total of failure time in a month (in minute)

3.3. CREDIT PROCEDURE AND CONDITIONS

3.3.1. Service credit will only be calculated if the Customer opens the Trouble Ticket related the fault and provides the required evidence, both maximum 30 days after the fault occurred.

3.3.3. Service credit shall be calculated based on Monthly Recurring Charge (MRC) which have been deducted by all discounts and other special pricing arrangements and are not applicable to government fees, taxes, and surcharges. The Service credit shall be deducted from the TNeX Link Service monthly service Charge due by Customer to TELIN as stated in the Service Order Form and will be reflected on the subsequent invoice following the billing month in which the Service Interruption occurs. The total amount of service credit during one (1) year is limited to the equivalent of two times the monthly recurring Charges. If the service credit is outstanding after the Service has been terminated, the service credit shall be applied for other services provided by TELIN to Customer.

perform its obligation under this SLG and the Agreement and Customer shall not be entitled to claim any other compensation.