MASTER SERVICE AGREEMENT

RECITALS:

(A)             GTIGLOBAL Networks provides electronic communications and mobile telecommunications services (the “Communication Services”) via certain networks, infrastructure and products it operates or deploys throughout the world (the “Communications Networks”) and related services (“Customer Services”), all as more particularly described in its price list (provided separately) and supplemental terms published at GTIGLOBAL Networks https://support.gtiglobalus.com/knowledgebase.php?article=234 (as may be amended from time to time, the “Price List”); the Communication Services and the Customer Services are referred to collectively as the ”Services.”

(B)             The Reseller wishes to sell the Services directly, or through one or more distribution tiers or intermediaries (each a “Dealer”), to end users of the Communication Services (which may be customers of the Reseller, customers of the Reseller’s customer, or customers of a Dealer) (collectively, “Customers”) on a “white label” basis (i.e., using its own brand and customer services).

AGREEMENT:

1.                Reseller’s Appointment, Rights & Obligations. During the Term (defined below), GTIGLOBAL Networks grants the Reseller a limited, non-transferable, non-exclusive, term license to access the Communications Networks and authorizes the Reseller to sell limited, non-transferable, non-exclusive, term licenses to use the Communications Networks and the Services to Customers, directly or via Dealers, anywhere within the following geographic area: USA, MEXICO & CANADA (the “Territory”). GTIGLOBAL Networks does not grant the Reseller any rights outside of the Territory or any other rights or licenses to the Services or its Intellectual Property (defined below), and nothing in this Agreement restricts GTIGLOBAL Networks from offering access to its Communications Networks or providing the same or similar Services to other parties (including those that compete with the Reseller).

(a)             Operational Requirements & Review. The Reseller shall comply with GTIGLOBAL Networks’ operational requirements for access to the Communications Networks and the provision of the Services and provide such information as GTIGLOBAL Networks requests regarding Reseller’s compliance with its obligations herein. Without limiting the foregoing, the Parties’ authorized representatives shall meet every 3 months to review performance and sales information relating to the Services. GTIGLOBAL Networks may remotely access and review Customer’s use of the Communications Networks and the Services to ensure the integrity of the Communications Networks, to comply with any order or investigation by any competent regulatory, administrative or judicial authority, or for any other legitimate business purpose.

(b)             Technical Requirements & Limitations. Access to the Communications Networks and provision of Services is subject to availability of (and rights to use) the third party (“Network Operator”) fixed and mobile communication network(s) (the “Network”) and the associated software or technology used by the Network Operator (“Network Operator Technology) used by GTIGLOBAL Networks to provide the Services, the technical constraints and feasibility of the Reseller’s, Dealer’s or Customer’s technology (it being the Reseller’s responsibility to ensure compatibility with Customer requirements), application of the Credit Limit (defined below), and the Reseller’s compliance with this Agreement. GTIGLOBAL Networks makes no (and disclaims any) representation, warranty, promise or guarantee that the Services will be compatible with any Customer requirements or will operate uninterrupted or error free.

(c)             Regulatory & Fraud Limitations. Access to the Communications Networks and provision of Services is subject to (i) all laws and regulations applicable to the Parties’ duties and/or obligations under this Agreement (“Laws”), (ii) the regulation, law, decree, action, direction, code of practice, condition or order of a competent regulatory authorities (“Regulatory Requirement”), and (iii) GTIGLOBAL Networks’ right (in its sole and absolute discretion) to prevent and block fraudulent or other unauthorized use (whether actual or attempted) of the Communications Networks or Services or the use or attempted use thereof by corrupt, dishonest or illegal means (“Fraud”) or the flow of calls to any particular revenue share service which is, as a result or consequence of any activity by or on behalf of Customers or the Reseller, disproportionate to the flow of calls which would be expected from reasonable commercial practice and usage of the Communications Networks or the Communications Services (“Artificially Inflated Traffic” or “AIT”).

(d)             Temporary Disruptions. From time to time, with prior notice and without incurring any liability or obligation to the Reseller or any other person, GTIGLOBAL Networks may improve, modify, suspend, change, test, maintain or repair the Communications Networks (or any part thereof) or the Services, which may temporarily interrupt the Communications Networks or the Services; provided, GTIGLOBAL Networks will use commercially reasonable efforts to avoid unnecessary disruption to the Communications Networks or the Services. Without limiting the foregoing, GTIGLOBAL Networks shall be entitled to interrupt the Communications Networks or the Services at any time without notice in cases of emergency, as determined by GTIGLOBAL Networks in its sole and absolute discretion.

(e)             Reseller’s Obligations. Without prejudice to its other obligations herein, the Reseller represents to GTIGLOBAL Networks that it shall: (i) resell and provide the Services to Customers in a commercially reasonable manner; (ii) avoid and prevent conduct that would impair, interfere with or damage the Communications Networks or the Services or bring GTIGLOBAL Networks into disrepute; (iii) promote the Communications Networks and the Services in a manner consistent with its obligations herein and marketing and sales materials pre-approved by GTIGLOBAL Networks and, in so doing, will employ qualified personnel trained in the proper demonstration, sales, installation, repair, maintenance and support services for Customers to a standard appropriate to the quality and sophistication of the Communications Networks; (iv) provide marketing and sales information as GTIGLOBAL Networks requests; (v) obtain and maintain any applicable licenses to operate as a reseller of the Services as may be required in the Territory and pay all appropriate taxes and fees as may be required on or in connection with the resale of the Services to Customers in the Territory; (vi) only contact GTIGLOBAL Networks regarding the Services (whether for information of a technical, commercial, operational, or other nature) and not circumvent GTIGLOBAL Networks, communicate directly with, or enter or seek to enter into any kind of relationship with Network Operators without GTIGLOBAL Networks’ prior written consent; (vii) permit only telecommunications equipment which is of a type approved under all applicable legislation and standards (“Permitted Equipment”) to access the Communications Networks; (viii) comply with and ensure that Customers comply with Regulatory Requirements and Laws applicable to reselling the Services and using the Communications Networks and the Services and GTIGLOBAL Networks’ documentation, policies and procedures regarding access to the Communications Networks and use of the Services set forth at GTIGLOBAL Networks [website]; (ix) cooperate fully with GTIGLOBAL Networks in comply with Regulatory Requirements, Laws, or licenses applicable to accessing or using the Communications Networks or Services; (x) not permit the Communications Networks or the Services to be used for any immoral, obscene, defamatory, harmful, offensive or unlawful purpose and take action to remove or correct such use upon becoming aware of the same; (xi) not participate in or permit (whether negligently or not) any other party to be involved in Fraud and to notify GTIGLOBAL Networks immediately upon becoming aware of or suspecting any Fraud; (xii) not participate in activities or conduct which may result in AIT; (xiii) use reasonable efforts to detect, identify, and prevent AIT including, without limitation, (A) implementing a process of credit vetting and Customer risk assessment, (B) monitoring suspected or potential AIT activity, (C) including provisions in agreements with Customers for the detection, identification, notification and prevention of AIT, and (D) ensuring the ability for Reseller to retain reasonably suspected AIT revenues from their own Customers; and (xiv) notify GTIGLOBAL Networks if the Reseller suspects AIT is occurring as soon as practicable.

(f)              Customer Access & Limitations. Customer’s access to the Communications Networks is subject to, and the Reseller shall ensure that each Customer agrees to, GTIGLOBAL Networks’ Standard Terms and Conditions available at GTIGLOBAL Networks (as amended from time to time, the “Standard Terms”) and End User Acceptable and Fair Use Policy for the Services available at Acceptable/Fair Use (as amended from time to time, the “AFUP”). At its own cost and expense, the Reseller shall directly enforce the Standard Terms and the AFUP with Customers or, if requested by GTIGLOBAL Networks, assign such rights and authority as required for GTIGLOBAL Networks to directly enforce the Standard Terms or the AFUP in a particular jurisdiction.

2.      Term & Termination.

(a)             Term. This Agreement shall commence on the Effective Date and shall continue for a period of 36 months thereafter (the “Initial Term”). Upon the expiration of the Initial Term, this Agreement shall automatically renew for successive periods of 6 months each (each a “Renewal Term”). The Initial Term and all Renewal Terms are collectively referred to as the “Term.”

(b)             Termination. The foregoing notwithstanding, either Party may terminate this Agreement: (i) for convenience upon 6 months’ prior written notice to the other Party setting forth the date of termination; (ii) upon 30 days’ prior written notice if the other Party breaches a material provision of this Agreement and fails to remedy the breach to the other Party’s satisfaction within that 30-day period; (iii) upon 30 days’ prior written notice if a Force Majeure (defined below) continues unabated for at least 30 days; or (iv) written notice if the other Party (A) seeks the protection of (or has a petition filed against it under) the bankruptcy laws within the Territory and such action is not withdrawn or vacated within 90 days of filing, (B) has a supervisor, receiver, administrator, or other similar person appointed and take control over the other Party’s business or affairs, or (C) makes a general assignment for the benefit of its creditors.

(c)             Effect of Termination. Upon the expiration or termination of this Agreement: (i) all amounts payable to GTIGLOBAL Networks shall immediately become due and owing and promptly paid; (ii) all rights granted to the Reseller shall immediately cease, and the Reseller shall immediately cease holding itself out as a reseller of GTIGLOBAL Networks and referring to the Communications Networks and Services by the Reseller’s own brand; and (iii) each Party shall return to or destroy all the other Party’s Confidential Information (defined below) and Proprietary Materials (defined below) of the other Party upon written communications of the other Party. The foregoing to the contrary notwithstanding: (iv) if a Customer’s contract for the Services has a specified duration (excluding renewal options) that expires after the expiration of this Agreement or termination under Section 2(b)(i), GTIGLOBAL Networks will continue providing the Services, subject to payment as prescribed herein, for the specified duration (excluding renewal options) of the Customer’s contract; and (v) to the extent the Reseller has obligations to Customers extending beyond the date of termination under Section 2(b)(ii)-(iii), GTIGLOBAL Networks may agree (but is not obligated) to continue performing the Services on a time and materials basis, with a pre-paid retainer, as agreed in writing between GTIGLOBAL Networks and the Reseller.

(d)             Survival. The provisions of Sections 1(c), 1(f), 2(c), 3(d), 5-7, 9-11, and 16-18 shall survive the termination or expiration of this Agreement.

3.                Orders, Pricing & Payments.

(a)             Order Placement. The Reseller shall follow GTIGLOBAL Networks standard order processing procedures in the GTIGLOBAL Networks Service Enablement Portal or GTIGLOBAL Networks Application Programming Interface(s) (API’s). Valid subscriptions shall contain (i) the End User’s name and address (and Dealer’s name if a Dealer is involved in the transaction).

(b)             Pricing. The Reseller shall pay GTIGLOBAL Networks for access to the Communications Networks and use of the Services in accordance with the Price List. GTIGLOBAL Networks may increase the prices on the Price List by giving at least 30 days’ prior written notice and shall provide prior notice as practicable of any alteration to the charges or any element of the charges which relate to calls or traffic charges. All amounts charged under this Agreement are exclusive of sales or other taxes, duties, and tariffs levied thereon which Reseller shall pay and indemnify and hold GTIGLOBAL Networks harmless against same.

(c)             Credit Limit. GTIGLOBAL Networks reserves the right to conduct commercial credit checking on the Reseller and impose a limit on the total overdue invoice amount (inclusive of applicable taxes and surcharges) allowable at any time (the “Credit Limit”). GTIGLOBAL Networks shall have no obligation to provide access to the Communications Networks or provide the Services if the applicable charges exceed the Credit Limit, and GTIGLOBAL Networks may suspend the Reseller’s access to the Communications Networks and the Services with 14-days prior notice to the Reseller if the Credit Limit is exceeded or, in GTIGLOBAL Networks’ reasonable opinion, is likely to be exceeded by the end of the then-current billing period. GTIGLOBAL Networks may review the Credit Limit at any time and at its sole discretion and may, but shall not be obligated to, raise or reduce the Credit Limit based thereon. GTIGLOBAL Networks shall notify the Reseller in writing of any changes to the Credit Limit.

(d)             Payment. GTIGLOBAL Networks will issue invoices to the Reseller (i) monthly (unless otherwise agreed in writing by GTIGLOBAL Networks) in advance for the Communications Services, (ii) in USD currency, (iii) as soon as practicable after receipt of any traffic/call data and/or other details and amounts by GTIGLOBAL Networks, and (iv) corrective invoices for usage from time-to-time where necessary for previous months. The Reseller shall pay invoices in cleared funds (without deduction or setoff) net 5 days (or agreed NET) after the invoice date, regardless of whether the Reseller has received payment from its Customer(s). Resellers’ failure to pay GTIGLOBAL Networks after the invoice due date, is a material breach of Agreement, and failure to cure following 14-days written notice from GTIGLOBAL Networks will result in termination of the Agreement upon 20-days written notice from GTIGLOBAL Networks. GTIGLOBAL Networks may require direct debit payment arrangements, which the Reseller shall use for payment of invoices, prior to activating any Service. The Reseller agrees to pay interest on amounts not paid when due at the lesser of the rate of 1.5% per month (18% per annum) or the highest rate permissible under applicable Laws, calculated daily and compounded monthly, from the first day after the date due until paid in full.

(e)             Invoice Disputes. If the Reseller disputes an invoiced charge, it shall notify GTIGLOBAL Networks in writing (setting forth the disputed charge with particularity) within 15 days of receiving the applicable invoice (failure to do so constitutes waiver of any dispute) and shall pay all amounts undisputed. Upon receiving such notice, the Parties’ senior management shall confer within 5 days and attempt to resolve the dispute. If such conference fails to resolve the dispute, either Party may refer the dispute to binding arbitration before the American Arbitration Association (the “AAA”), under its commercial arbitration rules, with one arbitrator appointed by the AAA, no discovery, each Party allowed one brief supporting its position and one brief in reply to the other Party’s brief, and the decision to be made within 60 days of the initial demand for arbitration; the Parties will equally split the cost of the arbitration. The Reseller’s obligation to pay invoices shall not be affected by disputes between the Reseller and its Customer(s), Fraud, Artificial Inflation of Traffic, or other improper use of the Communication Networks or the Services by any Customer (or third party accessing the Communication Networks or the Services through the Reseller’s or its Customer’s credentials or networks).

       (f)    Rates

All rates given to Customers are valid only on the day they are issued. GTIGLOBAL only guarantees such rates to that extent. The Customer must always verify applicable rates before using Services. Applicable rates are available on GTIGLOBAL website at: https://support.gtiglobalus.com/knowledgebase.php?article=234 

4.                GTIGLOBAL Networks Continuing Rights, Obligations, & Limitations.

(a)             GTIGLOBAL Networks’ Obligations. During the Term, GTIGLOBAL Networks will use commercially reasonable efforts to: (i) provide, operate and maintain the availability of the Communications Networks and the Services to the Reseller (in accordance with the service descriptions and any supplemental service terms set out in the Price List); (ii) make available to the Reseller service descriptions, charge details, service levels and supplemental terms and conditions applicable to the provision of the Services; (iii) make available to the Reseller information to enable the Reseller to invoice Customers in accordance with GTIGLOBAL Networks standard billing procedures for amounts payable for use of the Communications Networks and the Services; (iv) make available to the Reseller reasonable technical advice, assistance and information relating to the operation of the Communications Networks and the provision of the Services as the Reseller may from time-to-time reasonably request, subject to the Reseller paying GTIGLOBAL Networks’ charges for such services and the other the terms of this Agreement; (v) provide the Reseller with reasonable advance of new services or features to be provided by GTIGLOBAL Networks as part of the Services; and (vi) comply with applicable Regulatory Requirements and Laws governing the performance of its obligations under this Agreement.

(b)             Required Authorizations. GTIGLOBAL Networks’ rights to operate or deploy portions of the Communications Networks or provide portions of the Services may be subject to authorizations, licenses, rights or other consents required by Network Operators (“Required Authorizations”). GTIGLOBAL Networks shall use commercially reasonable efforts to maintain Required Authorizations but retain’ the sole and exclusive right to determine which Required Authorizations to maintain and to modify, replace or cancel portions of the Services (upon prior notice to the Reseller) without breach or further liability under this Agreement.

(c)             Suspension of Services. GTIGLOBAL Networks reserves the right to interrupt access to the Communications Networks or the Services, or any part thereof, or require the Reseller to cause Customers to cease accessing the Communications Networks or using the Services, or any part thereof, if: (i) GTIGLOBAL Networks reasonably believes that the Reseller is in breach of this Agreement or the Customer is in breach of the Standard Terms or the AFUP or that Fraud or AIT is occurring from use of Services; (ii) in GTIGLOBAL Networks’ reasonable opinion, the Reseller fails to take, or unreasonably delays in taking, any necessary action in respect of any Fraud or AIT; (iii) GTIGLOBAL Networks is instructed to do so by any competent regulatory, administrative or judicial authority; or (iv) GTIGLOBAL Networks is otherwise permitted to do so under any other provision of this Agreement. In the case of Fraud or AIT, GTIGLOBAL Networks will make commercially reasonable efforts to limit the interruption to only those parties or agents involved in the Fraud or AIT (to the extent reasonably practicable).

5.                Channel Relationships.

(a)             No Agency or Partnership. The Parties are acting as independent contractors. Nothing herein (i) creates (or is intended to create) an agent-principal, employer-employee, franchisor-franchisee, joint venture or partnership relationship, (ii) permits either Party to hold itself out as the agent of the other Party for any purpose, or (iii) permits either Party to bind the other Party.

(b)             Commercial Freedom. At all times, the Reseller shall be at liberty to negotiate and agree upon prices with Customers and Dealers, and the Parties acknowledge and agree that the prices charged to the Reseller under this Agreement are binding only between the Reseller and GTIGLOBAL Networks. The Reseller shall be solely responsible for credit arrangements, if any, payment arrangements with, and collections from Customers and Dealers without affecting the Reseller’s obligations to GTIGLOBAL Networks herein.

(c)             Dealers. In any and all dealing with Dealers, Reseller shall cooperate (and shall ensure that its Dealers cooperate) with GTIGLOBAL Networks and comply with all lawful and reasonable directions issued by GTIGLOBAL Networks including, without limitation, directions related to number management and transferability or portability procedures where such numbers are supplied by GTIGLOBAL Networks available at [website]. If GTIGLOBAL Networks introduces or refers the Reseller to a Dealer for a particular transaction or series of related transactions (a “Channel Transaction”), the Reseller will not attempt to include in that Channel Transaction any products or services that compete with the Communications Networks or the Services.

(d)             No Third-Party Beneficiaries. The Parties acknowledge and agree that the Reseller’s purchase of access to the Communications Networks and use of the Services and resale of same to Customers or Dealers does not create a contractual relationship between GTIGLOBAL Networks and Customers or Dealers; nothing in this Agreement creates (or should be interpreted to create) any third-party beneficiary (including, without limitation, Customers and Dealers).

6.                Confidentiality & Data Protection. During the Term, one Party (the “Receiving Party”) may receive, obtain or access non-public information which the other Party (the “Disclosing Party”) deems confidential and has marked or identified as confidential (the "Confidential Information"). The Parties agree that the personally identifiable financial data of Customers and other personal data as may be protected by applicable Law (collectively “Personal Data”) is considered the Confidential Information of the Party originally possessing, collecting or receiving such Personal Data. The Reseller agrees that the Price List is GTIGLOBAL Networks’ Confidential Information. To the extent required by applicable Laws, GTIGLOBAL Networks shall apply the data processing guidelines set forth at GTIGLOBAL Networks to its handling of Personal Data. The Receiving Party agrees to maintain the confidentiality of Confidential Information during the Term of this Agreement and for a period of five (5) years after it last had access to the Confidential Information and not to disclose the Confidential Information to any person or entity other than the Disclosing Party (and its authorized employees, officers, directors and agents) and the employees, officers, directors and agents of the Receiving Party who have a need to know to enable the Receiving Party’s performance of its obligations in this Agreement and have obligations of confidentiality at least as restrictive as this Section 6. The Parties agree that they will comply with all applicable data protection Laws in connection with their use of Personal Data under this Agreement.

(a)             Permitted Uses of Personal Data. In addition to the use of Confidential Information permitted in this Section 6, the Parties may from time to time share Personal Data for agreed joint marketing and sales actions to the extent consented to by the Customer and permitted by applicable Laws. Nothing in this Agreement shall prevent the Parties from processing and using data similar or identical to Personal Data in any manner which they think fit to the extent that such Personal Data is in the possession or control of a Party by reason of provision of any services outside of this Agreement.

(b)             Exceptions. Confidential Information does not include information that is (i) publicly available through no breach of this Agreement, (ii) obtainable from a third party that has no confidentiality obligation to the Disclosing Party, or (iii) is independently developed by a Party without access to or use of the Confidential Information.

7.                                    Mandatory Disclosures. If the Receiving Party receives a request for demand to disclose Confidential Information, whether by subpoena or other legal process or order, the Receiving Party shall promptly notify the Disclosing Party of such request or demand (providing a copy thereof) and cooperate in the Disclosing Party’s efforts to protect the confidentiality of the Confidential Information whether via agreement or judicial intervention. Intellectual Property. The Parties agree that all intellectual property rights, including without limitation, patents, registered designs, trademarks and service marks (whether registered or not), rights in the nature of unfair competition rights, trade secrets, copyright, database rights, design rights and all similar property rights including those subsisting (in any part of the world) in inventions, designs, drawings, performances, computer programs, semiconductor topographies, confidential information, business names, goodwill and the style of and presentation of goods or services, applications and the right to apply for protection of any of the above rights, modifications and enhancements thereto, and copies and derivative works thereof (collectively, “Intellectual Property Rights”) of a Party (or its licensors) existing as of the Effective Date are and remain the property of that Party (or its licensors) and nothing in this Agreement confers any assignment or license of Intellectual Property Rights of one Party or any third party to another Party, except as expressly set forth in Section 1.

(a)             Rights Notice. The Communications Networks and Communications Services are owned or licensed by GTIGLOBAL Networks and protected by U.S. and international Laws. No part of the Communications Networks or Communications Services may be altered, reproduced, reverse engineered, translated or reduced to any electronic medium or machine-readable form, in whole or in part.

(b)             Trademarks. The Reseller acknowledges that (i) GTIGLOBAL Networks owns the trademarks listed at GTIGLOBAL Networks, the trade name "GTIGLOBAL Networks" (and variations thereof) and the distinctive logo which GTIGLOBAL Networks uses in connection with the Communications Networks and the Services (collectively, the “Trademarks”), (ii) the Trademarks are the exclusive property of GTIGLOBAL Networks, (iii) the trade names or trademarks used by Network Operators to describe or market their Networks or Network Operator Technology (“Network Operator Trademarks”) are the exclusive property of the Network Operators, and (iv) that all goodwill relating to the Trademarks and Network Operator Trademarks shall inure to the benefit of, vest in, and remain the exclusive property of the respective owner. The Reseller may refer to the Networks, Communications Networks and the Services by name (and shall replicate any trademark notification required by the owner thereof) but shall not brand or promote its services to Customers or Dealers under any Trademark or Network Operator Trademark or describe its products or services as in any way endorsed by GTIGLOBAL Networks or the underlying Network Operator(s), without GTIGLOBAL Networks’ and, if applicable, the Network Operator’s, prior written consent.

(c)             Limitations. The Reseller agrees that it has no right, title or interest in the Trademarks or Network Operator Trademarks, that it is not permitted to register or use any mark that is similar to the Trademarks or Network Operator Trademarks, and that it shall not take any action to interfere with, dilute, or diminish GTIGLOBAL Networks’ or the Network Operators’ Intellectual Property Rights.

8.                Warranties.

(a)             By GTIGLOBAL Networks. GTIGLOBAL Networks warrants to the Reseller that it has all requisite corporate power and authority to enter into this Agreement and to carry out the transactions contemplated hereby.

(b)             By the Reseller. The Reseller warrants to GTIGLOBAL Networks that: (i) it has all requisite corporate power and authority to enter into this Agreement and to carry out the transactions contemplated hereby; (ii) it will use all reasonable efforts to ensure that it and its Dealers carry out their obligations under this Agreement with all due skill and care in accordance with good industry practices, the terms of this Agreement, and applicable Regulatory Requirements and Laws, and at all times using suitably skilled personnel; (iii) it will not use the Network Operator’s or GTIGLOBAL Networks’ name in any action or claim, including without limitation any admission of liability, without the Network Operator’s or GTIGLOBAL Networks’ prior written consent; and (iv) all information provided to GTIGLOBAL Networks is true and correct.

(c)             Exclusions. EXCEPT AS EXPRESSLY SET OUT IN THIS AGREEMENT, ALL CONDITIONS, WARRANTIES AND REPRESENTATIONS, EXPRESSED OR IMPLIED BY STATUTE, COMMON LAW OR OTHERWISE, ARE EXCLUDED. WITHOUT LIMITATION, AND GTIGLOBAL NETWORKS SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE. THE COMMUNICATION NETWORK AND ALL SERVICES ARE PROVIDED ON AN “AS-IS, WHERE-IS” BASIS.

9.                Indemnification. The Reseller will defend, indemnify and hold harmless GTIGLOBAL Networks and its directors, officers, employees and agents (the "Indemnified Parties") from and against any claims, liabilities, losses, damages, penalties, fines, costs (including legal fees and costs) and expenses threatened, suffered or incurred by GTIGLOBAL Networks arising out of or relating to the Reseller’s or its Dealer’s access to the Communications Networks or resale of the Services or its Customer’s access to the Communications Networks or use of the Services (including termination of access to the Communications Networks or use of the Services).

10.             Limitation of Liability. GTIGLOBAL Networks has no liability to Reseller for (a) special, consequential, exemplary, punitive, incidental or indirect damages, including but not limited to, lost revenues, profits or goodwill, lost opportunities, or lost business, under any theory of tort, contract, warranty, strict liability or negligence, even if GTIGLOBAL Networks knew or should have known of the possibility of such damages, (b) direct damages exceeding fifty percent (50%) of the charges paid by the Reseller to GTIGLOBAL Networks under this Agreement within the 6 months preceding the Reseller’s claim of such damages, or (c) any Fraud or AIT howsoever occurring. These limitations shall be enforced even if doing so causes an exclusive remedy to fail of its essential purpose.

11.             Governing Law; Dispute Resolution.

(a)             Governing Law. This Agreement and the Parties’ performance hereof shall be governed by and interpreted in accordance with the laws of the State of Texas without reference to any conflicts of laws principles. The Parties agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement or any transaction hereunder. Any dispute relating to this Agreement shall be brought in the state or federal courts having jurisdiction over current State or business, and the Parties irrevocably consent to exclusive venue and jurisdiction in such courts for such disputes and irrevocably waives, to the fullest extent permitted by Law, the defense of an inconvenient forum or the laying of venue in or exercise of jurisdiction by any such court. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights and remedies provided by applicable Laws.

(b)             Dispute Resolution. Except as provided in Section 3(d) for invoice disputes, disputes under this Agreement shall be escalated according to the following provisions as a condition precedent to litigation (except as expressly provided in this Section 11): (i) the complaining Party shall provide a detailed written account of the dispute; (ii) within 5 days (or such other time the Parties agree upon), the Parties’ respective account managers shall discuss the dispute together and attempt to reach a mutually agreeable resolution; (iii) if the Party’s respective account managers are unable to resolve the dispute within 5 days of conferring (such other time the Parties agree upon), the Parties shall escalate the dispute to the next level of management senior to their respective account managers; (iv) if the Parties are unable to resolve the dispute at that level of management within 10 days (or such other time the Parties agree upon), the Parties shall refer the dispute to senior management (i.e., chief executive officer, chief financial officer, chief technology officer, etc.); and (v) the Parties’ senior management shall have a period of 30 days (or such other time the Parties agree upon) to negotiate resolution of the dispute. During this escalation process, the Parties shall continue to fulfill their respective obligations under this Agreement insofar as possible regardless of any dispute. No Party shall commence legal proceedings regarding a dispute until the foregoing escalation process has been completed, provided, however, that nothing herein prevents a Party from applying to any court of competent jurisdiction for injunctive or other urgent relief to protect its Intellectual Property Rights or Confidential Information.

12.             Export Controls. Each Party shall comply with applicable export control Laws and Regulatory Requirements.

13.             Force Majeure. No Party shall be liable for any failure or delay in performing under this Agreement due to (and during) any circumstance beyond its reasonable control (a “Force Majeure”) if that failure or delay could not have been prevented or overcome by the Party acting reasonably and prudently, provided that the affected Party promptly notifies the other Party of the Force Majeure and takes reasonable, prudent steps to remedy the failure or delay.

14.             Assignment and Subcontracting. GTIGLOBAL Networks may subcontract its obligations under this Agreement but remains responsible to the Reseller for the acts or omissions of its subcontractors. Subject thereto, no Party may assign any of its rights or obligations under this Agreement without the other Party’s written consent, provided, however, that GTIGLOBAL Networks may assign this Agreement to (a) an entity that GTIGLOBAL Networks controls, is under common control with, or which controls GTIGLOBAL Networks, where “control” means the ability to determine the management decisions of an entity (an “Affiliate”) or (b) an entity acquiring all or substantially all of GTIGLOBAL Networks’ assets or voting securities.

15.             Announcements; Press Releases. GTIGLOBAL Networks and the Reseller each may issue a press release announcing their execution of this Agreement. Otherwise, all public announcements or press releases concerning the subject matter of this Agreement shall be subject to each Party’s prior written consent.

16.             Notices. Any notice or demand under this Agreement shall be in writing and delivered to the Parties at their addresses first stated above. Notice shall be deemed delivered (or effected) (a) on the 3^rd day (if not a Saturday or Sunday) after being sent by registered or certified mail (postage prepaid), (b) on the following day (if not a Saturday or Sunday) after being sent by overnight mail, (c) on the day of personal delivery, or (d) on the day sent via facsimile or electronic mail if sent before 4:00 p.m. of the recipient’s time zone. A Party may change its address for notice in the same manner as delivering notice. The Reseller shall promptly notify GTIGLOBAL Networks of any change to the Reseller’s name, operating address or registered office address and of any proposed changes to Customer contracts which may require GTIGLOBAL Networks to provide the Customer with continued access to the Services after termination of this Agreement.

17.             Interpretation. The recitals at the beginning of this Agreement are incorporated herein in their entirety. The terms of this Agreement prevail over any subsequently executed purchase order, statement of work or similar form used for placing orders or describing work to be performed hereunder. A provision of this Agreement being judicially declared invalid or unenforceable shall not affect the remaining provisions (which shall remain valid and enforceable). A Party’s failure or delay enforcing any provision of this Agreement shall not operate as a waiver thereof unless such waiver is in writing and signed by that Party; further, no single or partial waiver of any provision operates as a future waiver. This Agreement may be executed in multiple counterparts which taken together constitute the original.

18.             Entire Agreement; Amendments. This Agreement constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior or contemporaneous agreements regarding same, written or oral, including all prior understandings, representations and communications between the Parties, and the Reseller affirms it has not relied on any representations or promises except those expressly stated in this Agreement. Upon written notice to the Reseller, GTIGLOBAL Networks may amend or modify terms concerning the Services to the extent reasonably required by Regulatory Requirements, applicable Laws, or the Network Operator, and such amendment or modification shall be effective immediately upon notice. Otherwise, no provision of this Agreement may be amended or modified except by the express written and signed agreement of the Parties. 

[Signature page follows] 

WHEREFORE, the Parties have caused their authorized representatives to execute this Agreement as of the Effective Date:

     GTIGLOBAL TELECOM SERVICE, INC.                                         THE RESELLER

 By:                                                                               By:                                                           

                             [authorized signature]                                                                         [authorized signature]

Printed Name:                                                               Printed Name:                                           

Title:                                                                            Title: