PACIFIC ONE NET LIMITED

TERMS AND CONDITIONS

It is hereby agreed by and between the Subscriber, the person / partnership / corporations whose name and address are set out in the annex hereto. ("the Subscriber") and Pacific One Net Limited, a company incorporated in Hong Kong whose registered office is situated at 20/F, Tai Tung Building, 8 Fleming Road, Wan Chai, Hong Kong ("PON") for the provision of Broadband Services as follows :

1. Definitions

1.1 In this Agreement, unless the context otherwise requires, the following terms shall have the following meanings:

"Content" includes without limitation any content, software, data, information, messages and all textual, audio, video, still and moving images, graphical, musical and other content or material, goods or services that can be accessed by or through the Services;

"Equipment" means those hardware (including without limitation the modem, ethernet card, telecommunication or computer equipment) that are provided by PON to the Subscriber to access the Services;

"Fees" means any applicable fees and charges including, without limitation, the monthly subscription fee, connect time charges, storage charges, access fees, installation fee, license fee, handling charges, disconnection/cancellation charges, access kit charges, and other fees and charges as may be charged by PON from time to time for the Subscriber's use and any other person's use of the Services by using the Subscriber's Login ID and/or Password);

"Login ID and Password" means a unique personal identifiers and it's corresponding password issued by PON to the Subscriber or its designated user for gaining access to the Services;

"Services" means those broadband internet access services, website browsing services, electronic mail, and/or other services provided by or through PON from time to time;

"Software" means the access kit software and/or any other software supplied by PON to the Subscriber to enable access to the Services.

2. PON's Rights and Obligations

2.1 In consideration of the Subscriber paying the Fees, PON shall (i) provide a Login ID and Password to each of the Subscriber and its designated user, if applicable, to access the Services on a non-exclusive, non-transferable basis in accordance with the terms and conditions herein contained, subject to any and all copyright notices or restrictions applicable to the Services and the Contents; and (ii) use reasonable endeavors to maintain the Services so that the Subscriber can access and use the Services at all times.

2.2 PON reserves the right at all times to

(i) immediately suspend or limit the Subscriber's access to the Services without notice or to take such action as is appropriate, desirable or necessary in the reasonable opinion of PON that the Subscriber has breached any of the terms herein contained;

(ii) amend the Fees or introduce new fees or charges or amend any of the terms and conditions of this Agreement. Such amendments shall take effect 14 days after a notice of which is given to the Subscriber or is posted on the web site of PON.

(iii) deactivate all or any of the Services without notice in order to carry out system maintenance, upgrading, testing, and/or repairs. No credit, refund or compensation is available in respect of any time when any part of Services is down, suspended or inoperative; and

(iv) expand, amend, reduce and/or modify the Services at its absolute discretion without prior notice to the Subscriber.

2.3 About Intellectual Property Rights

The Pacific One Net name and logos are our properties and may not be used without Pacific One Net permission. Also, any and all copyright, trademark rights, database rights, patent rights and any other intellectual property rights in text, graphics, audio, video or image files, content, software, data and information displayed on, or available from www.onebb.com. This includes the organization and layout of the sites and the underlying software that's owned by us or our licensors and suppliers. You agree that all these materials are available for your personal use only, and you may not copy, modify, alter, publish, broadcast, distribute, sell or transfer any such materials without our written permission.

3. Subscriber's Obligations, Acknowledgments and Undertakings

3.1 The Subscriber shall pay the Fees in accordance with the terms of this Agreement and the payment schedule or other directions as directed by PON from time to time.

3.2 The Subscriber shall submit true and complete information in respect of application and payment to PON and shall inform PON within 14 days of any change of such information.

3.3 The Subscriber shall not assign, transfer or sub-license all or any part of its rights or obligations under this Agreement.

3.4 The Subscriber shall keep the Login ID and/or Password confidential and shall not reveal or disclose the same to any person. If the Subscriber suspects that the Password might have been used by a person other than the Subscriber, the Subscriber shall immediate notify PON. The Subscriber shall be liable for all fees, charges and cost which may be incurred to or charged by PON until the Services are suspended.

3.5 The Subscriber shall not copy, distribute, publish, transmit or otherwise exploit any Content unless the Subscriber owns the intellectual property rights of that Content or possess an appropriate license.

3.6 The Subscriber shall not use the Services to publish, distribute, transmit, or circulate any unsolicited advertising or promotional information or any content that is indecent, obscene, offensive, seditious, threatening, discriminatory, defamatory, menacing or in breach of confidence.

3.7 The Subscriber shall not use, access, break into or hack or attempt to use, access, break into or hack any part of any web site(s) of any third parties, its contents and/or any data areas on any server(s) of any third parties for which the Subscriber has not been authorized.

3.8 The Subscriber shall abide by the Terms and Conditions of this Agreement, all relevant laws of Hong Kong Special Administrative Region and any operating rules as amended by PON and the relevant authorities from time to time.

3.9 The Subscriber acknowledges and agrees that the copyright and all other intellectual property rights in the Software are either owned by or licensed to PON.

3.10 The Subscriber acknowledges and agrees that no unused "fixed usage hours" or "free usage hours" access time may be carried forward to the subsequent months.

3.11 Unless the Subscriber has notified PON to the contrary, the Subscriber consents to PON using any personal data (as defined in the Personal Data (Privacy) Ordinance) for its own internal and direct marketing purposes and for supplying to any other company in PON's group or selected third parties for such purposes as may be necessary for the operation of the Services such as for the carrying out of credit checks against the Subscriber or for debt collection purposes. The Subscriber consents to PON in "matching" (as defined in the aforesaid Ordinance) any such personal data with data collected for other purposes and/or from other sources (including third parties)for these and other purposes. The Subscriber also consents to any such personal data being transferred to another legal jurisdiction outside Hong Kong that may not have laws protecting the Subscriber's personal data similar to the aforesaid Ordinance.

3.12 Pacific One Net, or the other Pacific Satellite group companies, may ask Subscriber to provide personal information about you, your likes and habits – we want to get to know you! Pacific One Net will observe the Personal Data (Privacy) Ordinance to handle the collection and retention of Personal Data. For more detailed information, please call our Customer Service Hotline: Residential Market 2119 0111 and Commercial Market 21577888.

3.13 The Subscriber agrees to indemnify PON against any action, liability, cost, claim, loss, damage, proceeding and/or expense suffered or incurred by PON arising from or which is related to (i) the Subscriber's use, any of its designated user's use and/or other person's use of the Services where such person was able to access the Services by using the Subscriber's or its designated user's Login ID and/or Password; (ii) any theft, loss and /or damage caused to the Equipment; and (iii) any breach or non-observance of any term of this Agreement by the Subscriber or its designated user.

3.14 The Subscriber hereby authorizes PON or its authorized agents to reconfigure the Subscriber's personal computer and the installation of the relevant Equipment and Software to allow access to the Services.

3.15 The Subscriber agrees that it shall not have any right to claim against PON for its failure to provide the Services in any aspect if the same is caused by the failure of, or the restriction or suspension imposed by, any of the suppliers of PON in providing the necessary means or facilities to access the global internet which is beyond PON's reasonable control.

3.16 The Subscriber acknowledges that any special offer/benefit or promotional offer/benefit (if any) given to the Subscriber is non-redeemable and non-transferable and has no right to claim for cash /monetary items or transfer the offer/benefit to cash/monetary items. PON shall have the absolute right and discretion to change or withdraw such offer/benefit from time to time without giving any notice to the Subscriber.

3.17 The Subscriber acknowledges and agrees that the Services are provided on a shared basis and PON does not warrant or guarantee their availability, quality and performance as they may be affected by the use of the Services by other subscribers/customers of PON.

3.18 The Subscriber acknowledges that PON may from time to time offer to the Subscriber gifts/souvenirs which are procured by PON from third parties. PON shall not give any guarantee or warranty as to its quality or fitness and the Subscriber agrees not to claim PON or hold PON liable for any loss or damage suffered as a result of using or operating such gifts/souvenirs.

3.19 The Subscriber agrees and undertakes that it will not share the use with any third party nor connect the Equipment to more than one computer device. The Subscriber shall indemnify PON for any loss and damage if it fails to observe this clause.

3.20 To ensure the continuation of service provision within the contract period, Subscriber acknowledges and agrees that PON may transfer, assign, delegate or sub-contract any of its rights and obligations in respect of the service contract to other business partner, service provider or associate parties. All contract terms that are signed and agreed between PON and the Subscriber will remain effective until the end of the contract period.

4. Equipment and Software

4.1 The Subscriber has no right, title or interest in the Equipment other than the right to use solely for the purpose of accessing the Services in accordance with this Agreement.

4.2 The Subscriber shall protect PON's interest in the Equipment including but not limited to, making clear to any third party that PON is the owner of the Equipment.

4.3 The Subscriber agrees not to apply for or obtain any duplicate or counterpart of any document of title, license or certificate of registration relating to the Equipment without PON's prior written consent.

4.4 Subscriber's Undertakings
In connection with any equipment provided by PON for use with any service, the Subscriber undertakes:

(a) to take reasonable and proper care of the Equipment and keep the same in good and serviceable condition and working order (reasonable fair wear and tear excepted) and to indemnify PON against any loss of or damage to the Equipment howsoever caused;

(b) to ensure that, prior to the Equipment being brought into use, any instructions or manuals supplied therewith will be fully understood and observed;

(c) to take such steps as may be recommended by PON or may otherwise be necessary to ensure that the Equipment when used will be safe and without hazard to health;

(d) to obtain, effect and keep effective all permissions, licenses and permits which may from time to time be required in connection with the activity of the Subscriber and the use of the Equipment at the premises where it is situated and to comply with all statutes and other obligations of all kinds in relation to the Equipment and the use thereof and at its own expense to add to or to install with the Equipment any safety device or other equipment required by any applicable law or regulation;

(e) not to tamper with the Equipment or make or cause or permit to be made any alteration, amendment, modification or addition to the Equipment without PON's prior written consent;

(f) to permit PON and its duly authorized persons to enter into the premises in which the Equipment is for the time being situated so as to install, inspect, remove, repair or replace the Equipment; the Services or the network which delivers the Services.

(g) not to remove the Equipment from the original location without PON's prior written consent and to notify PON in writing of any change of the Subscriber's address and to pay the costs and expenses in relocating the Equipment;

(h) to immediately return the Equipment and associated documentation to PON in good and serviceable condition and working order (fair wear and tear excepted) upon termination of this Agreement or where the use of the Equipment is no longer necessary.

In connection with any software provided by PON for use with any Service, the Subscriber undertakes:

(a) to acknowledge that the software is provided "as is" and that PON does not make any express or implied warranties of any nature with respect to the Software;

(b) to be solely responsible for ensuring that such software is suitable for his/her/its needs and the compatibility of such software for use with any equipment used by him/her/it, whether or not any changes are introduced to the Service by PON;

(c) to adhere to all instructions and notices (written or otherwise) given by PON whether originating from PON or any other person from time to time regarding the use of such software;

(d) to only use the Software solely for the purpose for which it is supplied;

(e) to only modify, reverse engineer, or alter the Software; and

(f) to indemnity PON and/or its third party supplier and hold them harmless against any claims, actions, law suits or damage as result of its breach of this clause 4.

4.5 Subject to the Subscriber complying with all its obligations in relation to the Equipment, PON shall use reasonable endeavors to repair/replace the Equipment at the cost of PON unless the repair/replace is required as a result of the default or negligence of the Subscriber.

5. Warranties & Liabilities

5.1 To the fullest extent permitted by law, PON expressly disclaims all warranties, terms and conditions of any kind, whether expressed or implied including, without limitation, the implied warranties of title, merchantability, quality, fitness for a particular purpose and non-infringement of any rights in respect of the Equipment, the Services or information provided by PON to the Subscriber.

5.2 If, notwithstanding any provision in this Agreement, PON becomes liable to the Subscriber for any reason whatsoever, PON's liability shall not exceed the total of the Fees paid by the Subscriber for the six months immediately preceding to the incident giving rise to such a claim.

5.3 The Subscriber acknowledges and agrees that PON has no control over and cannot assume any responsibility for the content of the information which passes through the Subscriber's computers, networks or points of presence or which is otherwise accessible through the Services and the use of such information is at the Subscriber's own risk and PON has no responsibility for the accuracy or quality of such information.

5.4 The Subscriber acknowledges and agrees that the Services are provided on the basis of "as is" and "where is" and the Subscriber uses the Services at its own risk. PON does not warrant that the Services are secure or that their provision will be uninterrupted or error free.

5.5 Under no circumstances shall PON be liable for any direct, indirect, incidental, special, consequential or exemplary damages or loss including, but not limited to, any loss or damages resulting from the Subscriber's use of the Services, damages in connection with any third party claims, damages for loss of data resulting from delays, non-deliveries, mis-deliveries or service interruptions or from loss of profits, goodwill and the like, whether or not PON has been advised or is or shall have been aware of the possibility of such damages.

5.6 PON warrants that it shall provide and maintain the Services for the Subscriber's use during the continuation of this Agreement. PON shall be deemed to have fully performed its warranty if it has maintained reasonable and regular maintenance of its equipment for providing the Service and to expeditiously engage technicians to repair any defect or malfunction of the Services or its equipment after the same is detected.

5.7 PON will continue review the market trend and to provide additional products/services to subscribers from time to time. The terms and conditions of each individual product/service will be distributed to the Subscribers separately.

6. Terminations

6.1 Either the Subscriber or PON may terminate this Agreement by giving not less than one calendar month prior written notice to the other party to that effect. The effective date of termination under this situation shall not be earlier than the expiry date of any pre-payment plan or the last date of the period covered by any invoice issued before the Subscriber's notice of termination.

6.2 PON may terminate this Agreement forthwith at any time without any prior notice if the Subscriber breaches any term of this Agreement (including the failure to pay the Fees when it falls due) or if the Subscriber's use of or actions in connection with the Services are inappropriate in the reasonable opinion of PON.

6.3 Upon the effective date of termination of this Agreement (i) all licenses, rights and privileges granted to the Subscriber under the terms of this Agreement shall f forthwith cease, cancel and revoke; and (ii) the Subscriber shall promptly return the Equipment to PON in good and clean condition whereupon PON shall refund any security deposit to the Subscriber (after deducting any outstanding Fees and any loss or damage (if any) suffered by PON in connection with the Subscriber's use of the Services and the Equipment but under no circumstances will the Subscriber be entitled to a refund of any Fees, interest on any security deposit or any pro-rata monthly subscription). Any termination of this Agreement shall not affect any accrued rights or liabilities of either party nor shall it affect the coming into force or the continuance in force of any provision contained in this Agreement which is expressly of by implication intended to come into or continue in force on or after such termination.

6.4 Upon termination of this Agreement, PON shall send to the Subscriber an invoice which shall set out all outstanding fees and charges payable by the Subscriber and the Subscriber shall pay such invoiced amount to PON immediately.

6.5 If at any time during any contract period the Subscriber terminates the service before the contract expiry date or the Subscriber commits a breach of the contract, the subscriber has to pay a termination charge for an amount equal to the total subscription fee for the remaining months of the contract term. $280 will be charged for any application order cancellation before the installation date.

7. Payment

7.1 PON shall send to the Subscriber an invoice either in paper or electronic data form every month with a list of the Fees and charges for the hardware, goods and services, which relate to the Subscriber's use of the Services. The Subscriber agrees to treat any invoice issued by PON's authorized agent as valid invoice as if it were issued by PON itself.

7.2 The Subscriber agrees to pay the full amount as stated in such invoice on or before the specified due date for payment without any setoff or deduction.

7.3 The subscription fee for the first month, a deposit equivalent to one-month subscription fee and a set-up fee shall be payable after our confirmation of your service application and before installation. The said deposit is refundable to you after the termination of service.

7.4 The Subscriber hereby authorizes PON to charge or debit from the Subscriber's designated credit card, charge card or bank account with the full amount as stated in such invoice at any time before the due date for payment and such authorization shall continue to take effect even after the expiry date of that particular card.

7.5 The Subscriber agrees that PON may set off any amount owing by the Subscriber under this Agreement against any amount owing by PON to the Subscriber including, but not limited to, the deposit paid by the Subscriber or any credit in the Subscriber's account (whether related to the Services or this Agreement or not).

7.6 If the Subscriber fails to settle any invoice by the due date, PON shall have the right to charge interest on any outstanding amount at the rate of 2% per month until the outstanding amount is paid in full and to charge a handling fee, collection agency fee, reconnection fee and/or to require a security deposit if the Subscriber's access to the Service is suspended or terminated before full payment is made.

7.7 The Subscriber acknowledges and agrees that PON may charge the Subscriber on behalf of any third party provider of Content. Enquiry or objection concerning any such charge shall be brought to PON's attention within thirty (30) days of the relevant invoice date, failing which the relevant invoice shall be deemed to be correct and agreed by the Subscriber.

7.8 The Subscriber undertakes to raise any enquiry, dispute or claim in connection with any invoice within 15 days after the date of the invoice, failing which the relevant invoice shall be deemed to be correct and the Subscriber shall be deemed to waive such enquiry, dispute or claim.

7.9 The Subscriber acknowledges and agrees that PON may engage debt collection agency to collect any outstanding amount due to PON and that PON may disclose any information of the Subscriber to the debt collection agency. PON shall not be responsible or liable for any acts or omissions of the debt collection agency.

8. General

8.1 Pacific One Net Ltd. shall have the right to refuse any Subscriber's application to the Services.

8.2 If any provision of this Agreement becomes or is declared illegal, unenforceable or invalid for any reason, such provision shall be deleted from this Agreement and no longer incorporated herein but all other provisions of this Agreement shall continue.

8.3 No failure or delay on the part of PON to exercise any right, power or remedy under this Agreement shall be construed or operated as a waiver thereof nor shall any single or partial exercise of any right, power or remedy preclude the further exercise of such right, power or remedy as the case may be.

8.4 References to the plural shall include the singular and vice versa, words importing gender shall include every gender; references herein to any person shall include references to individual, firm, body corporate or unincorporate.

8.5 This Agreement shall be governed by the laws of the Hong Kong Special Administrative Region and the parties hereby submit to the non-exclusive jurisdiction of the courts of the Hong Kong Special Administrative Region.