‘OPPORTUNITY ID: Innove Communications, Inc. Awholly-owned subsidiary of Innove Telecom, Ine. July 5, 2022 ‘American Power Conversion Lot 1, Block 5, Phase Il, PEZA Rosario, Cavite 4106 Philippines Dear Sir LeDon Brooks, Your business is our passion. We are committed to grow our partnership and tread the path to be your trusted business advisor. [As the corporate arm of Globe Telecom and its subsidiary, Innove Communications Inc. Globe Business provides a comprehensive range of ICT interconnectivity solutions for the country’s top industries, businesses and commercial enterprises engineered according to their business requirements and enabling them continuous access to information. Our portfolio of products and services comprise of mobile, wireline, broadband, data connections, internet, managed services and IT-enabling services as well as cloud computing solutions which we pioneered in the country. On behalf of Globe Business, | am pleased to present our Globe Business SIP Trunk (the “SERVICE"), which have Innove Communications, Inc. (“Innove"), a wholly-owned subsidiary of Globe Telecom, as their Service Provider. Globe Business SIP Trunk is a business solution that allows companies with an IP-PBX to use the IP network in liew of conventional telephone trunks to communicate with fixed and mobile telephone subscribers. It allows your business to increase the amount of communication lines based on your business changing requirements. It is highly scalable and faster to deploy while maintaining business quality voice service. It allows business more leeway, regardless of size. Benefits: 1. Cost-Efficient a. Pay only for the capacity you need. b. Small increment purchase. Additional SIP Trunks can be purchased based on increments of 1. 2. Flexible provisioning a. Easily accommodate additional trunks as your business expands. 3. Faster Implementation a. Upgrades of voice channels can be made in a matter of days. 4, Easy to Use a. Easier installation and deployment. Subscription Requirements & Process: 1. Enrollee must be a Globe corporate managed account. 2. Enrollee must have good credit standing based on Credit Management's standard, For your connectivity, utilizing our fully-owned and managed infrastructure, we would like to present present DOMESTIC E-LINE (the “SERVICE”), a point-to-point Ethernet connectivity solution alternative to the traditional TDM leased lines with scalable bandwidths from 1Mbps to On Bek Page 1 of 26‘OPPORTUNITY ID: 10Gbps. It has Innove Communications, Inc., a wholly-owned subsidiary of Globe Telecom, as its Service Provider. These services have Innove Communications, Inc., a wholly-owned subsidiary of Globe Telecom, as its Service Provider. Based on our discussions and scoping of your requirements, please see below for our proposed pricing to SIP Trunk requirement in Cavite. Sea Nr Ee ety cid Cost Sip Trunk. ‘60 Channels, Php 102,400 Last Mile ‘on-net FOC, Php 16,600 Php 50,000 ‘Additional DID 40 DID (60 free) Php 2,000, Php 0 Total Php 121,000 Php 50,000 Applicable Call Charges Cres ND to Landline Php. 4é NDD to Mobile Phptt 16 100 $0.40 Local Calls Free GLito GL Nationwide Free 1. Rates are in Php and VAT-exclusive; 2. Last mile is via Fiber; 3. Contract Term (one) year 4. Exclusive of router cost 5. Customer address is subject to further facility verification; 6. Rates above may still change depending on verification results; 7. The prices quoted above assume that the installation address (a) is readily serviceable by Innove Communications, inc. and (b) does not require additional or special cabling/wiring ‘facilities; 8. Allcosts related to CEF/MEDF entry and/or construction, in-house wiring and other related costs will be for the account of Schneider Electric Philippines Inc. 9. This offer is valid for thirty (30) days from the date of this proposal. Thus, rates quoted ‘may change after the 30-day period. Page 2 of 26OPPORTUNITY ID: Kindly affix your signature on the space provided below to signify your concurrence on this proposal and the attached Annex A (Terms and Conditions for SIP Trunk) and Annex 8 (Terms and Conditions for ) which are integral parts of this proposal. For any concerns, please feel free to call me at +63 9176880725 or email me at mtanchuelo@globe.com.o} Thank you very much and we look forward to strengthening our business partnership further. \cerely, INNOVE COMMUNICATIONS, INC. By: Noted by: Maria Elyza Anchuelo Glenn Garces Account Manager, Key Industries Industry Head, Key Industries Globe Business-Enterprise Group Globe Business-Enterprise Group CONFORME: ‘SCHNEIDER ELECTRIC PHILIPPINES INC. On Beat LeDon Brooks Vice President Philippines Hub Date Signed: Page 30f 26‘OPPORTUNITY ID: On Book 1 ANNEX A TERMS AND CONDITIONS FOR SIP TRUNK ‘Agreement 2) This Agreement governs the terms and conditions for the provision of Integrated SIP TRUNK affixed line telephone service (collectively the Service) to the Customer. This agreement embodies all the agreements of the parties and supersedes any and all prior written and verbal agreements and _ representations. INNOVE COMMUNICATIONS INC. (2 wholly-owned subsidiary of Globe Telecom Inc.) reserves the right to adjust, modify or amend these terms and conditions as the needs of the service may require, with due notice to the Customer. b) Contract term is for one (1) year from the Billing Commencement Date (“‘nitial Contract Term”). Thereafter, the contract term shall be renewed automatically for fone (2) year ("Renewal Contract Term”), under the same terms and conditions (excepting the provision of pre-termination), provided that neither party has given a notice of non-renewal or has proposed an amended renewal contract atleast thirty (30) days prior to the expiration of the Initial Contract Term or Renewal Contract Term, as the case may be. Installation/ Activation a) Installation of commercial telephone lines for SIP TRUNK where the Customer's, premises do not require additional cabling, trunking or conduit installation, shall commence within thirty (30) days after INNOVE has received from the Customer @ complete application form with all the required supporting documentation, and Customers payment of all fees, charges and deposits incident to installation and activation of the service and, INNOVE's receipt of a signed copy of this Agreement. b) Prior to the installation of service, the applicant shall pay the installation and connection charges indicated in the Sales Proposal. ¢) Installation for special facilities and lines not included in INNOVE's standard installation package, or which are required by the location in which the Customer wishes to place its customer-premises-equipment that will be attached to the SIP line, shall be governed by par. 8 of this agreement. 4) Line activation shall take place on a specific date provided by INNOVE after completion and testing of all installations. INNOVE provision for Network Termination Equipment and other Customer-Premise Equipment shall be subject to rentals and charges as may be set by INNOVE. Validity Offer This offer shall be valid for thirty (30) days from the date of this proposal. Thus, rates are subject to change after the 30-day period. Application for the Service Innove shall process Customer's application for Service only ifthe following are provided: ‘a. Signed copy of the Subscription Form b. All required credit documentation c. Payment of all fees and charges, including advances and deposits if required by Innove, and d. Such other documents as may be required by Innove Approval of applications shall be at Innove's sole discretion. Innove reserves the right to approve or disapprove any application for Service. Innove shall not be required to give any reason for disapproving any application. Customer acknowledges that he has no ‘cause of action for the disapproval of his application. Page 4 of 26‘OPPORTUNITY ID: 5. Minimum Subscription Minimum subscription is ten (10) SIP channels per account number or per customer. Customer subscription should not be lower than ten (10) SIP channels at any given time Customer can choose on five (5) types of Tiers depending on the required number of SIP channels. 6. Tier Type Upgrade Customer is allowed for Tier Type upgrade every three (3) months within the lock-in period. 7. Tier Type Downgrade Customer is not allowed for Tier Type downgrade within the lock-in period. 8. SIP Channel/s Upgrade There is an admin fee for every upgrade request. There is no required minimum number of additional SIP channels. Contract term for the additional SIP channels will be co- terminus to the original contract term. Customer is allowed for SIP channel/s upgrade every three (3) months within the lock-in period. 9. SIP Channel/s Downgrade There is an admin fee for every downgrade request. There is no required minimum number of downgrade in SIP channels. Customer must maintain the minimum subscription of ten (10) SIP channels at any given time Customer is not allowed for SIP channel/s downgrade within the lock-in period. 10. Customer CPE Customer CPE such as IP PBX/Router and SIP Phones shall be provided by the customer. 11, Assigned Telephone Numbers For every one (1) SIP channel, there is a corresponding assignment of one (1) SIP telephone number. 12. NDD/IDD Activation NDD and IDD access shall be activated upon customer request. 13, Service Delivery Delivery of the service shall be made 30 days upon signing of the proposal. 14, Acceptance of the Service Upon completion of installation/commissioning, the circuit will be turned over for acceptance testing. Within seven (7) days, the Customer shall accept or require Innove to conduct further testing, If the Customer does not notify Innove that it rejects the circuit, or require further testing, the circuit shall be deemed accepted and Innove will commence billing. 15. Payment Terms 15.1 Billing for last mile circuit and SIP Trunk (SIP channels) shall start upon customer acceptance. 15.2 Billing for the usages pertaining to NDD/IDD calls shall start upon activation of SIP voice circuit. 16. Cancellation of Order In case of cancellation of order: 16.1 When installation works have been started before turnover of the circuit, the Page S of 26 20. Bok‘OPPORTUNITY ID: 200 Bek 18. Cre 20. Speci Customer shall pay the installation fee quoted or the actual charges incurred during the installation, whichever is higher. 16.2 If circuit is rejected by Customer absent of any defect, Customer shall pay the cancellation charges consisting of the following: a. Installation fee quoted or actual expenses incurred (whichever is higher), ‘One month's bill of the Service, and Dismantling charges equivalent to the installation fee. 16.3 If installation fee is waived, actual expenses shall apply. 17. Transfer of Installation Address Customer shall be charged a One Time Transfer Fee per last mile. Thus, contract shall continue under the same terms and conditions. its a) Each Customer shall be assigned a credit limit, which limit shall include a limit on usage for both domestic and international telephone and data service usage. INNOVE reserves the right to suspend, redirect or temporarily disconnect the Service as soon as the Customer exceeds this credit limit, or when otherwise warranted by abnormal usage patterns or other circumstances, without prior notice to the Customer. INNOVE ‘may also render an interim billing even before the end of any one month or any one billing cycle, in the event the Customer exceeds its credit limit. Should the Customer fail to make payment within 48 hours of receipt of the interim bill, or should INNOVE be unable to serve the Interim bill on the Customer because the Customer is unreachable at the billing address which he has last registered with INNOVE then INNOVE may likewise suspend, redirect or disconnect the Service at its discretion, without liability to INNNOVE. INNOVE shall have no liability whatsoever to the Customer for such suspension, redirection or temporary disconnection and shall have no obligation to reconnect the Service unless the cause for such suspension, redirection or temporary disconnection has been cured to its satisfaction. Such temporary disconnection may be made permanent at INNOVE's option for the Customer's failure to cure the cause of disconnection within a reasonable period of time. Reconnection shall be at the sole discretion of INNOVE, and subject to such reconnection fees and other terms and condition as INNOVE may impose. Non- exercise of the remedies herein above stated shall not absolve Customer from liability for all charges incurred in excess of the credit limit. bb) INNOVE reserves the right to refuse any request for increase in the credit limits or to require, as a condition for increase credit limits, additional depositor revised billings cycles, atits sole discretion 419, Service/ Feature Modifications and Adjustments 2) Whenever applicable, INNOVE shall charge the applicable Administrative Fee to cover, internal processing of requests for service modifications initiated and requested by the Customer such as transfer of ownership, change of telephone number, increase/reduction/modification of SIP features, reconnection, and other ‘modifications related to Customer's accounts and/or the services. Facilities and installations; Alterations to Existing Service a) Additional Wiring, Cabling and Trunking - where the nature of service to be provided to the Customer requires the installation of wiring, conduits, cabling or other service equipment not ordinarily provided to single-line residential Customers, or where the premises in which the customer is located or wishes to locate its customer- premise- equipment requires cabling, wiring or other services not provided in the standard installation package of INNOVE, INNOVE's staff and/or authorized agents shall decide 6on the route of wiring or cabling in the Customers premises, and INNOVE is not Page 6 of 26‘OPPORTUNITY ID: 20. Beak b) ° d) e) obliged to utilize trunking or conduits provided by the Customer. Customer shall agree on the shouldering of costs for such additional installation as a pre-requisite to the commencement installation. In provision of PABX and other electronic handling facilities, or other equipment related to the services which are dependent on an external power supply, INNOVE may, if it deems the same necessary, request the Customer to provide at its own expense the main power supply for the equipment connected to the SIP line, in accordance with INNOVE's requirements. If in the opinion of INNOVE the Customer's existing facilities are inadequate to cope with its voice and data traffic and/or likely to cause congestion in INNOVE's Public Switch and Integrated Services Digital Network, INNOVE shall advise and the Customer shall promptly comply with such advise to upgrade the existing facilities to cope with such voice and data traffic, at the Customer's own expense. INNOVE reserves the right to withdraw/ terminate service when installation and/or maintenance difficulties are anticipated without the provision of special facilities or power supply until such time the Customer provides the cabling (such as conduit, pipe, etc.) requested by INNOVE or INNOVE is able to provide the same and the Customer and INNOVE shall have agreed on an arrangement for shouldering the costs thereof. INNOVE may, with prior notice to the Customer, make any alteration to its equipment, apparatus, SIP features, installation or Service, if INNOVE considers such asnecessary and desirable in the interest of public service. INNOVE shall not be liable for any loss or inconvenience to the Customer resulting therefrom. Similarly, INNOVE shall not be liable for any damages whether direct or indirect, actual or consequential or otherwise, for any interruption or failure in service due to causes beyond the control of INNOVE. INNOVE shall not be liable to the Customer or to any third party claiming from or through the Customer for any damage, loss or injury, whether to persons or properties howsoever arising from or occasioned by the equipment or any part thereof. INNOVE reserves the right to terminate service at premises which, in INNOVE's sole discretion is unauthorized or unsafe. 21. Customer Premises Equipment and Internal Wiring 2) 5) ¢) The Customer shall provide its own internal facilities such as wiring and sockets within its premises according to INNOVE'S specifications and guidelines based on NTC's Code of Practice. The Customer may request INNOVE or any of the NTC’s registered contractors/individual installers to provide the internal wiring and sockets at the Customer's expense. The Customer shall exercise all due diligence to maintain the internal wiring and sockets, including cleanliness and protection of the same from pests, insects and rodents. Customer shall not however, attempt to make repairs on any damaged internal wiring and sockets and promptly report to INNOVE. INNOVE shall not be responsible for any further damage to the telephone unit or line or other damages which may be caused by Customer's own attempts at repairing or causing the repair of such damage to wiring or sockets by persons unauthorized by INNOVE. Only INNOVE type-approved customer-premises-equipment shall be permitted for connection to INNOVE's network. The Customer shall ensure that INNOVE's prior written permission is obtained before connection of other typed-approved customer- premises-equipment to INNOVE's network. Type-approved customer-premises- equipment refers to only that equipment supplied by the holder of INNOVE's Type Approval Certificate or its appointed agents). ‘The Customer shall ensure that the equipment is installed, maintained and operated ina proper manner so that no interference is caused to INNOVE's service and network and the safety of INNOVE's staff or authorized agent and members of the public are not endangered. INNOVE shall not be responsible for ensuring the compatibility of the customer-premises-equipment with other equipment that are accessible within Page 7 of 26‘OPPORTUNITY ID: On Bod or beyond the Public Switched Telephone Network and/or integrated Services Digital Network. 4d) The Customer shall not make any adjustments, modifications or alterations to the customer-premises-equipment, including the incorporation of any other equipment or accessory without prior written approval of INNOVE. If, in the opinion of INNOVE, alterations, modifications or additions to the equipment are deemed necessary, INNOVE shall direct and the Customer shall at its own expense carry out such alterations, modifications or additions. €) The Customer shall strictly comply with and ensure compliance with all instructions/notices given by INNOVE or NTC from time to time regarding the use and installation of the equipment. The Customer shall undertake to promptly disconnect the Customer-owned customer-premises-equipment and wiring not provided by INNOVE from the telephone network if requested by INNOVE to do so at any time, f) The Customer shall be fully responsible for and shall fully indemnify INNOVE against all claims and suit for damages to property and/or any injury or death to any person or persons resulting from the operation, malfunctioning of the customer-premises- equipment, its power supply or any other cause whatsoever, or failure or delay of the INNOVE's system caused by such Customer-supplied-equipment, or for the failure in establishing connection between the Customer and another party or parties whatsoever because of such equipment. g) INNOVE may charge the Customer for the cost of responding to a maintenance request at the Customer's premises if tis subsequently ascertained that the cause of the fault lies in the Customer's equipment and internal wiring. hh). The Customer is responsible in keeping the equipment in good condition, fair wear and tear excepted. The Customer shall exercise all due diligence to maintain any equipment provided by INNOVE or its authorized agent, including cleanliness and protection of the same from pests, insects and rodents. Customer shall not, however, attempt to make repairs on any INNOVE-provided equipment and promptly report any damage or malfunction to INNOVE. INNOVE shall not be responsible for any further damage to any customer-premises-equipment or line, or for the voiding of warranties on repair in the case of units acquired by the Customer through outright purchase, which may be caused by Customer's own attempts at repairing or causing the repair of such damage to wiring or sockets by persons unauthorized by INNOVE. 22. Service Numbers a) SIP numbers are randomly assigned by INNOVE in accordance with the numbering plan assigned by the National Telecommunications Commission. The Customer has ‘no property right to the SIP number assigned. INNOVE reserves the right to alter and or allocate any SIP number of, and or to, the Customer at any time without being liable for any loss or inconvenience attributable to the change/allocation of the SIP number whatever may be the cost for the change/ allocation 23, Assignment or Transfer of Ownership or Rights; Transfer of Location of Telephone 2) A Customer shall not, without INNOVE's prior written consent and the filing of appropriate service modification request with INNOVE, assign this Agreement or any right, interest or benefit therein, nor transfer or cause the transfer of the location of the SIP line and any equipment owned by INNOVE, or the sub-lease of or transfer of ‘ownership of the equipment owned by INNOVE (whether by itself or as part of a sale or lease of the premises in which the SIP line and equipment owned by INNOVE is, located or incidental to any other commercial transaction) or mortgage or hhypothecate the SIP line and equipment owned by INNOVE or allow any person to share the use of the Service or in the benefits of the SIP line and equipment owned by INNOVE or of this Agreement, whether for consideration or not. b) In case of transfer of location, INNOVE reserves the right to deny the transfer of location for such cause as may be determined by INNOVE, including among others, the unavailability of telecommunication facilities in the new location. Page 8 of 26‘OPPORTUNITY ID: On Be ¢) d) e) 24, Customer's Respon: In the event INNOVE discovers that Customer has procured or caused any of the foregoing without INNOVE's prior written consent, INNOVE reserves the right to immediately terminate the Service without any obligation whatsoever to provide the service to the transferee or mortgagee, or honor any agreement between the transferor and/or the transferee, or to impose such terms and conditions as it may deem fit, including the terms and conditions of this agreement, for the reconnection cr continuation of the service to the transferee. Customer shall continue to be liable for all charges incurred on the SIP line, up and until it has personally notified INNOVE of any arrangements made with regard to the SIP line and INNOVE has approved such transfer or alternative arrangement, and shall in any event indemnify INNOVE for all sums for which it may be held liable by virtue of its refusal to render service to the unauthorized transferee. Furthermore, in the event INNOVE opts not to execute a new agreement with the transferee, Customer shall indemnify INNOVE against all expenses incurred with respect to removing any wires or posts used solely for the Service. ‘es In addition to the other obligations of the Customer stated elsewhere in this Agreement, the Customer further agrees to: a) b) ¢) d) e) f) a) ensure that service is not used at any time to make calls which cause or may cause irritation, annoyance, embarrassment, harassment, vexation or nuisance of any kind whatsoever to others; use all equipment and instrumentalities owned and installed by INNOVE on the Customer's premises in a proper manner such as but not limited to ensuring that the equipment is restored to its normal resting position when it is not being used to call or receive calls fram others; obtain the written approval of INNOVE whenever it contemplates using the service as part of another telecommunications service, or as a medium for promotion, publicity for any campaign for whatever purpose, whatever nature, by whatever name called Which is likely to generate a change in the telephone traffic in excess of its normal daily usage of the service, and/or likely to cause congestion in INNOVE's telephone network; Keep equipment owned/ provided by INNOVE, if any in good condition (fair wear and tear only excepted) and be fully responsible for any loss or damage to INNOVE's equipment in its premises whether the same be caused by fire, theft, vandalism, accident, fault or negligence by Customer or other persons or otherwise and all repairs rendered necessary thereby shall be undertaken and all cost thereof shall be paid by the Customer; Promptly report to INNOVE any problem with or damage to its SIP line, equipment ‘owned and installed by INNOVE, and any circumstance or any acts of other persons which may or which the Customer has reason to believe will cause damage to the SIP lines of INNOVE; Permit INNOVE's staff and/or authorized agents at all reasonable times to enter its premises and every other place under its control through or over which any part of, the equipment, or wire accessories pass(es) or to which any part of the equipment, or wire or accessories is/are fixed for the purpose of inspecting, testing, examining or altering INNOVE's properties and services; Not allow the SIP line and equipment owned by INNOVE to be tapped, operated through a remote station, or messages transmitted therein to be recorded in violation existing law except, by an answering machine which duly notifies the caller of the fact that the message is recorded; Page 9 of 26‘OPPORTUNITY ID: On Bot 25. hh) Not cause or allow the extension of such SIP lines except with the prior written consent of INNOVE, nor allow INNOVE's SIP lines to be connected to a PABX without prior consultation with and written approval of INNOVE; i) Exercise full control and responsibilty for the use of and for all calls originating from the SIP number(s) assigned to the Customer, and therefore agrees and acknowledges that all calls made from the number(s) assigned to it shall, absent concrete proof produced by the Customer of any specific fraud perpetrated by third persons on its SIP line, be conclusively presumed to be its or authorized by it and its accountability and obligation to INNOVE; and i) Comply with the Rules and Regulations for SIP-2 service provided with this Agreement. Termination a) By the Customer The Customer may terminate this Agreement by filing at any Globe Store or through an authorized agent a written notice of termination at least one (1) calendar week prior to the intended effectivity of such termination. However, if the Customer chooses to terminate or cancel the service or any SIP line before the expiration of the minimum, subscription period of one (1) year, it shall pay INNOVE all outstanding bills and a termination fee of Seventy-Five Thousand Pesos (P75,000) per pre-terminated line. The termination fee specified in this Agreement is without prejudice to the right of INNOVE to bill the Customer by way of supplementary bills for charges that it discovers after such termination and final billing, as well as for such other imposts, interest and penalties, as well as other remedial action, which INNOVE may impose/take against Customer. b) By INNOVE INNOVE reserves the right to summarily terminate the Agreement and disconnect the Service to any or all the lines provided to the Customer, without liability whatsoever to the customer, if: in the sole determination by INNOVE: i. The charges, fees, costs, rentals, or any other moneys payable under this ‘Agreement or under any other agreement, including any agreement between the Customer and any other party whereby INNOVE derives a pecuniary or other benefit and/or acts such as a billing and/or collecting agent for the same for such other party whether for arrears or otherwise, are overdue or in arrears; ji, IF in the reasonable opinion of INNOVE, the Customer has otherwise breached any of the terms herein contained or performs acts otherwise prejudicial to INNOvE; iil, The Customer fails to make suitable deposits when required; iv. The Customer shall be adjudged bankrupt, insolvent, or be subject to a petition for suspension of payments or receivership, or if it makes any composition or arrangements with or assignment for the benefit of its creditors; v. The Customer has provided any particular or information which are incorrect, false or incomplete. vi. The Customer resells or uses the Service in violation of existing law or for an illegal purpose or the Customer uses the Services as part of a ringback, dialback or similar operation, or avails of ringback, dialback or similar services utilizing the telephone issued it by INNOVE: vii, Any Law enforcement body objects to the provision of SIP service to the Customer or any law enforcement body advises INNOVE that the SIP service provided by INNOVE to the Customer has been or is being used in violation of law, or that it has reasonable ground to believe that such telephone service will be used in violation of law; Page 10 of 26‘OPPORTUNITY ID: 20 .Bok vill, The Customer engaged in any act which defrauds or tends to defraud INNOVE, whether the same is punishable under law or not; ©) INNOVE reserves the right to summarily cut all INNOVE's services extended to it under this and any/all subscription agreements and contracts, for non-payment or any other violation of the agreement. In the event of termination of the Agreement by INNOVE for any of the reasons stated in this section, the Customer shall be liable as stipulated under Customer's Liability on Termination, 26. Customer's Li ity on Termination 2) Inthe event of termination of the agreement by INNOVE, the Customer shall be liable to INNOVE for all charges incurred up to the time of termination of the service, and penalty interest from the date of termination and up until all such charges are paid and settled in full by the Customer. Where INNOVE is unable to retrieve its equipment, from the premises of the Customer upon termination for reasons attributable to the Customer, the Customer shall also be liable for the full cost of such equipment The foregoing is without prejudice to any civil or criminal action which INNOVE may have under law, or to INNOVE'S claim for any and all damages which INNOVE may suffer by virtue of the illegal and/or prejudicial acts of the Customer and which INNOVE is, entitled to claim under law and equity. b) The Customer shall, from the date notice of termination of the Agreement is given, in addition to the liabilities stipulated in Clause 13.a hereof, be responsible for the safe custody of all INNOVE's properties until such time they are collected by INNOVE’s staff and/or authorized agents or surrendered by the Customer to INNOVE's staff and/or agents, and allow INNOVE's staff and/or authorized agents to enter the premises where the equipment is installed or obtain the necessary authorization for the same so that INNOVE's staff and/or authorized agents may remove all INNOVE's properties, 27. MISCELLANEOUS 2) Non Inducement Clause INNOVE shall be entitled to terminate the service provided at any time ifit shall come to the knowledge of INNOVE that any gift/consideration of any kind as an inducement/ceward was given or offered to any INNOVE's staff and/or authorized agents in connection with the provision of such service. b) Abandonment of Location of the SIP Line If the Customer vacates the premises or, ifin the opinion of INNOVE, the said premises is no longer occupied by the Customer, INNOVE reserves the right to summarily terminate the service, without being liable to the Customer in damages or otherwise, and also without prejudice to INNOVE's right under the Agreement. ) Required Disclosures INNOVE shall respect and comply with any and all laws, orders of courts of law, government, or law-enforcement agencies and regulatory authorities, requiring disclosures of information regarding the Customer's account. Customer acknowledges and agrees that such disclosures may be made and that he has no cause of action, in law or in equity, against INNOVE for such disclosures. ) Easement If INNOVE shall at any time be unable to obtain or maintain any license, way leave, permission, or easement necessary to the provision or maintenance of the SIP service, INNOVE may, by notice in writing to that effect, terminate the Agreement as from the date of such notice, and the Customer shall be entitled to no payment or compensation except a return of so much of the subscription as shall have been paid for a period in advance of the date of termination and the balance of any deposit standing in the books of INNOVE to the Credit of the Customer, less the value of any charges, fees and rentals due to INNOVE under the Agreement. Page 11 of 26‘OPPORTUNITY ID: 200. Boot 28. €) Venue of Suits and Litigation Expenses In the event of suit arising from or connected with this Agreement, the appropriate courts in Taguig City shall have jurisdiction over the case to the exclusion of all other courts. In ase of suit, the Customer shall in addition to the amount due and collectible, pay twenty- five percent (25%) of such amounts as damages and twenty-five percent (25%) by way of attorney's fees and costs of suit. f) Taxes, Shipping, Risk and Loss a. Customer shall be responsible for all taxes such as value added tax, sales, use or excise taxes, and similar charges of any kind imposed by any governmental entity for Services provided under this Agreement. Customers who are VAT exempt shall submit the necessary VAT exemption certificate. Aside from the Monthly Recurring Fee (MRF) and/or One-Time Charge (OTC), whichever is applicable, Value Added Tax (VAT) and such other applicable taxes shall be imposed on Customer unless Customer is exempt from paying such taxes. If the customer is not subject to VAT (this includes Exempt or Zero-Rated entities), customer's authorized representative/s must inform their designated account managers and submit appropriate supporting documents as required by the BIR. The non-imposition of VAT will be effective fon the next billing date after the submission of appropriate documents, and no retroactive adjustments shall be made by Innove. For PEZA and other economic zone locators (eg. SBMA, TIEZA), yearly submission of updated zero-rated VAT certification is required to maintain the non-imposition of VAT. b. Where applicable, Customer is responsible and shall pay for freight, shipping, handling insurance and other transportation charges, including, but not limited to all applicable import and export fees, duties and surcharges. ¢. Customers who are designated withholding agents by the Bureau of Internal Revenue shall submit electronically the BIR Forms 2307 and 2306, as applicable, via Globe's eCWT portal. The eCWT portal is @ platform that enables online end-to-end handling and processing of CWT certificates and is accessible via this ink: https://ecwt.globe.com.ph/portal/. Call Tracing/Call Screening Service a) INNOVE may, at the Customer's option and upon agreement with Customer, provide a call Tracing and/or Call Screening service. Where such service is provided, however, the Customer acknowledges and agrees that (a) the same is limited to report based on information from INNOVE switch about the originating number of the unwanted telephone call, and that the same does not include information on the name or location of the calling party, or the contents of the message conveyed in any one particular call; (b) any information provided shall only be for its own personal knowledge and should not be relied on to form the basis of any action which it may wish to take, independent of appropriate investigation and action from law enforcement agencies or government authorities; (c) where call screening is requested in addition to call tracing, such call screening is limited only to barring of telephone calls originating from a given number but not from a given calle. b)_INNOVE shall not be liable for any error, omission or inaccuracy with respect to any information disclosed, or for any damages which such errors may cause. Under no circumstances shall INNOVE be obliged to render testimony for and behalf of the Customer regarding any information disclosed to the Customer by virtue of the Call Screening or Call Tracing services rendered, nor shall the Customer cause INNOVE to be subpoenaed to render such testimony or give documentary support for reports rendered for such service, ) Furthermore, Customer shall hold INNOVE free and harmless from any claims for loss or damage, whether sustained by the Customer or by Third parties, by virtue of Page 12 of 26200 Bok ‘OPPORTUNITY 1D: Customer's Engagement of Call Tracing and/or Call Screening services or the use of information gathered by Customer from INNOVE through these services. 29. Amendments to these Terms and Condition INNOVE may change these terms and conditions from time to time and will advise the Customer of any changes by sending him a notice spelling out the changes. INNOVE will give the Customer at least one (1) month’s notice of any change, 30. Limitation of Liabili ies a. Innove shall not be liable to Customer for any loss, damage or cost arising out of or relating to failure to perform any of its obligations under this Proposal if such failure results from Force Majeure or Fortuitous Events. b. Innove shall not be liable to the Customer for any special, indirect, consequential or incidental damages, including loss of profits or revenues or loss of prospective business advantage, regardless of whether Innove had been advised of such damages or whether that liability arises in contract, tort, strict liability, breach of warranty, or otherwise. . The Customer shall indemnify, defend and hold harmless Innove from any third-party claim, suit or demand, which is due to gross negligence, fraudulent act or omission, or willful misconduct attributable to the Customer. d. Any information disclosed in the public areas of the internet (such as message boards and forums) becomes public information. Customer should exercise caution when disclosing personal information in this way. . Without prejudice to the applicability of indemnity/compensation in the event of breach relating to Use of Service Clause, neither party will be liable for direct damages in excess of what has been paid by the Customer within the twelve-month period immediately prior to the event of claim. 31. By- Pass CUSTOMER shall not use the INNOVE'S facility and/or INNOVE’S services provided to conduct any service such as callback, unauthorized audiotex, international simple resale (ISR), and other analogous services which are prohibited in the Philippines, or which ‘operation or service constitutes a bypass defrauding INNOVE’S and/or its interconnect partners the rightful access charges and other interconnect partners the rightful access charges and other interconnect revenues. In the event that CUSTOMER uses INNOVE’S’ facilities for any illegal or unauthorized services including but not limited to those enumerated above, CUSTOMER shall immediately compensate INNOVE's an amount equivalent to the prevailing access and hauling charges or the appropriate revenue share (a5 agreed to be payable by INNOVE’S pursuant to its Interconnection Agreement, or any amendment or renewal thereof, with its Interconnect Partners) at the time the bypass was committed plus 50% of the total bypass compensation charges. Such bypass compensation shall be payable, without limitation, from the time the bypass activity was conducted by the CUSTOMER until its discovery by INNOVE’S and the complete payment thereof by the CUSTOMER, and such bypass compensation shall be computed from the time the bypass occurred or was discovered, whichever is earlier, until the actual cessation of bypass. INNOVE’S shall likewise pass on, and CUSTOMER agrees to accept and immediately pay, all other claims and damages demanded by INNOVE'S ‘interconnect partners who may have been affected, directly or indirectly, by the unauthorized service. 32. Data privacy ‘a. Where applicable, each party agrees to the following security, privacy and data protection measures and provisions: Page 13 of 26‘OPPORTUNITY ID: Parties (where applicable), shall adhere to and abide by the provisions and obligations contained in Republic Act No. 10173 or the Data Privacy Act of the Philippines and its implementing rules and regulations, data privacy law and INNOVE's data privacy policies which adopt GLOBE’s (Globe Telecom, Inc.) data privacy policy (http://www.globe.com.ph/privacy-policy). The use of personal information should also be specified to those authorized to process the personal data, and must be consistent with the purpose of this Agreement. Customer shall appoint an Administrator internally who shall be in charge of managing, operating and controlling the data that will be for use byits End Users. The Administrator shall likewise function as the single point of contact (SPOC) with Third Party Vendor/ticensor for the necessary Documentation to be fulfilled as part of Service's implementation activities. The Customer or its Administrator shall create and implement Customer's data information security policy. Customer shall obtain all required consents under the Data Privacy Act of 2012 and all Relevant Laws before providing personal information. This includes the obligation to obtain the End User’s acceptance of the Service/s to signify consent to the processing of Customer Data/Information or personal identifiable information pursuant to the purpose of this Agreement. Customer or through its Administrator shall exercise strict confidentiality and employ reasonable measures to ensure that its Administrator officers, directors, employees, agents, attorneys, predecessors, successors, and assigns will hold such Customer Data Information with strictest confidence in accordance with this Agreement. ili, Customer acknowledges that INNOVE may use personal information to the extent necessary to comply with the requirements of the law and legal processes. Customer allows INNOVE to access and disclose to law enforcement or other government authorities, including any order of the court any data from, about or related to Customer, provided that INNOVE uses diligent reasonable efforts to assure that the personal information required to be disclosed is treated confidentially in the relevant proceeding and promptly notifies the Customer of the required disclosure to enable Customer the opportunity to prevent or control such disclosure. iv. Subject to the terms and conditions of the relevant Third Party Terms, the Customer accepts/consents that some portions of the Service may require that personal information be provided. Such personal information refers to any and all information relating to the End User/s (including, but not limited to the name, contact number, email address, and mailing address) obtained via Customer access to or use of the Service. v. With Customer consent, INNOVE may use Customer Data for planning, research, design and marketing of services. Customer acknowledges that its data is automatically forwarded to the Service Provider upon access to the Services, including Personal information that the Customer and its End Users knowingly provide via the service. Any information disclosed in the public areas of the internet (such as message boards and forums) becomes public information. Customer should exercise caution when disclosing personal information in this way. Page 14 of 26 200 BokOPPORTUNITY ID: 33. Counterpart and Electronic Signature This Agreement may be executed in any number of counterparts, each of which is an original, but all of which together constitute one and the same agreement. This Agreement may be executed electronically or by way of electronic signature and such electronic signatures shall be deemed original signatures, have the same force and effect ‘as manual signatures and binding upon the parties. If this Agreement shall be executed electronically, the best evidence of this Agreement shall be a copy of this Agreement bearing an electronic signature, in portable document format (.pdf) form, or in any other electronic format intended to preserve the original graphic and pictorial appearance of a document, INNOVE COMMUNICATIONS, INC. By: Noted by: Maria Elyza Anchuelo Glenn Garces ‘Account Manager, Key Industries Industry Head, Key Industries Globe Business-Enterprise Group Globe Business-Enterprise Group ‘CONFORME: ‘SCHNEIDER ELECTRIC PHILIPPINES INC. 2008 LeDon Brooks: Vice President Philippines Hub Page 15 of 26‘OPPORTUNITY ID: ANNEX B TERMS AND CONDITIONS FOR DOMESTIC E-LINE ‘The following terms and conditions govern Customer's subscription to Innove’s Data Service: 1. Innove Responsibilities The Service shall be available for use by Customer, for the two-way transmission of information twenty-four (24) hours per day, seven (7) days per week, including holidays. Provision of Service shall include the following: Site survey, planning, installation, activation and testing of the Se Labor and materials to construct and install the Service; Maintenance of ancillary equipment owned by Innove for Customer's use; and, Securing of permits, licenses and approvals that are necessary in the construction and installation of Service from the National Telecommunications Commission (“NTC”) or other relevant government agencies, both local and/or national. apg Customer Responsibilities The Customer shall provide or shall be responsible for the following: a. Endorsement or certification allowing Innove personnel to conduct site survey, installation at each site or maintenance; b. Necessary access to the building premises, as well as service entrance conduits and in-house wiring; Provide the necessary internal wiring, cabling and sockets. Customer may request Innove to provide the wiring, cabling and sockets, subject to payment by Customer of the applicable charges. Upon turnover of such cables, wires and sockets, Customer shall be responsible for their ‘maintenance and repai d. Required power supply including Uninterrupted Power Supply (UPS) or Automatic Voltage Regulator (AVR) units to ensure continuous link operations; e. Customer Premises Equipment (CPE) owned by Customer, if required by Innove, including interface cables; f. Proper operation of all equipment and facilities within its premises; 8. Proper equipment grounding and air-conditioning/ventilation; h. Strict compliance with all instructions and notices given by Innove regarding the use and installation of equipment. Customer shall also promptly disconnect any wiring or equipment, if requested by Innove, in order to preserve or enhance the quality of the Service; i. Ensuring that no other equipment is introduced into the installation site or the premises which would interfere with or degrade the quality of the Service; iL Effecting repair to and maintenance of all Customer-owned CPEs and facilities; k. Maintaining and effecting repairs on damaged internal wiring and sockets; |. Performing maintenance of cleanliness of all ancillary equipment provided by Innove; m. Exercising due diligence in maintaining the internal wiring and sockets, including cleanliness and protection of the same, and procurement of appropriate pest control at the installation site to protect CPEs, facilities and equipment, as well as all equipment provided by Innove, from rodents, pests and insects; ‘n. Protecting the equipment provided by Innove from fire, theft, vandalism, or any damage while within its premises; ©. Promptiy reporting outages, service failures or degradation, equipment malfunction, changes in the physical condition of the installation site, and proposed renovations to Customer premises which may affect the Service; and, P. Unless explicitly stated in these Terms and Conditions, Customer shall provide for a security system for its own network, equipment and/or operating system and other similar appurtenances. 2008 Page 16 of 26‘OPPORTUNITY ID: 3. 6 200 Book ‘Non-standard installations If survey results show that tower or pole mast more than ten (10) ft. high is necessary, additional cost for such will be for the account of the Customer. Taxes, Shipping, Risk and Loss 2. Customer shall be responsible forall taxes such as value added tax, sales, use or excise taxes, and similar charges of any kind imposed by any governmental entity for Services provided under this Agreement. Customers who are VAT exempt shall submit the necessary VAT exemption certificate. Aside from the Monthly Recurring Fee (MRF) and/or One-Time Charge (OTC), whichever is applicable, Value Added Tax (VAT) and such other applicable taxes shall be imposed on Customer unless Customer is exempt from paying such taxes. If the customer is not subject to VAT (this includes Exempt or Zero-Rated entities), customer's authorized representative/s must inform their designated account managers and submit appropriate supporting documents as required by the BIR. The non-imposition of VAT will be effective ‘on the next billing date after the submission of appropriate documents, and no retroactive adjustments shall be made by Innove. For PEZA and other economic zone locators (eg. SBMA, TIEZA), yearly submission of updated zero-rated VAT certification is required to maintain the non-imposition of VAT. b. Where applicable, Customer is responsible and shall pay for freight, shipping, handling insurance and other transportation charges, including, but not limited to all applicable import and export fees, duties and surcharges. ¢. Customers who are designated withholding agents by the Bureau of Internal Revenue shall submit electronically the BIR Forms 2307 and 2306, as applicable, via Globe's eCWT portal. The eCWT portal is a platform that enables online end-to-end handling and processing of CWT certificates and is accessible via this _[ink: https://ecwt.globe.com.ph/portal/. Application for the Service 2. Innove shall process Customer's application for Service only if all the following are provided and complied with: i. Signed copy of this proposal; fi, Signed copy of the Subscription Form; iil, All required credit documentation; iv. Customer has no overdue balance; v. Payment of all fees and charges, including advances and deposits if required by Innove; and vi. Such other documents as may be required by Innove. b. Approval of applications shall be at innove's sole discretion. Innove reserves the right to approve or disapprove any application for Service. Innove shall not be required to give any reason for disapproving any application. Customer acknowledges that it has ‘no cause of action for the disapproval of its application. Lead Time to Deliver the Service 2, Standard delivery lead time is within 30 to 45 days upon compliance with the requirements indicated in section 5.a, b. If Innove is ready to deliver earlier than the agreed date (or in less than 30 days, if there is no agreed date) but Customer is not yet ready to accept the Service, Innove will commence billing on the agreed date (or on the 31" day, if there isno agreed date) even if installation is not yet completed, if non-installation is due to a customer dependency. Page 17 of 26‘OPPORTUNITY ID: 7. Service Testing a. Innove shall conduct service testing in accordance with the Service Testing and Acceptance Parameters stipulated in Attachment 2. b. Customer may request for additional tests subject to payment of charges imposed by Innove. 8. Turn Over and Acceptance of Service 2. Upon completion of installation and successful testing of the Service by Innove, the Service will be turned over to Customer for testing. Within seven (7) days, if the Service installed is defective, the Customer shall notify Innove of such defect. If Innove confirms the defect, Innove shall perform the necessary corrective actions. If within the seven (7) day testing period, the Customer does not notify Innove that the Service installed is defective, the Service shall be deemed accepted and billing shall commence on the eighth (8") day from turnover date. If the Customer rejects the Service in the absence of any defect therein, Innove will cancel the order and deactivate the Service. The cancellation charges in Section 16 hereof shall then apply. b. Any CPE and/or facilites not installed, operational or otherwise available for use shall not be a ground for Customer rejection of the Service. 9. Payment Terms a. Billing shall commence (“Billing Commencement Date”) - i. Onthe 8” day from turnover date if Service is accepted or deemed accepted by the Customer as stated in Section 8.3; ji, On the date following the mutually-agreed service delivery date if Innove has completed the installation from Innove point-of-presence to the nearest demarcation line but the installation cannot be completed because of a Customer dependency. iii, If there is no agreed service delivery date, on the 31% day from receipt by Innove of the signed Proposal if Innove has completed the installation from Innove point-of-presence to the nearest demarcation line but the installation cannot be completed because of a Customer dependency. b. The full amount stated in the Statement of Account shall be paid by the Customer on or before the due date stated in the Statement of Account, without need of any demand, such demand hereby expressly waived by Customer; . Check payments shall be made payable to Innove Communications, Inc.; d. Any US Dollar or other foreign-denominated charges can be paid in Philippine currency at the exchange rate prevailing on the date of payment as set by the Bangko Sentral ng Pilipinas (BSP); €. If Customer fails to pay the MRF within the said period, Customer shall pay a penalty interest on the overdue amount at the rate of 1.5% per month from date due until the same is fully paid. In addition, Innove reserves the right, without incurring any liability, to suspend or temporarily disconnect the Service until the overdue amount, plus interest, is paid in full. Any excess payment in respect of one bill may be used by Innove to offset outstanding charges, fees, costs or any other moneys in another bill or may be credited to the next month's bill of the Customer. g. All payments shall be applied first to all overdue penalty interest, then billings in arrears and the balance, if any, to be applied to the current obligation. 2. Disputed Billings ‘a. All complaints or questions on billings shall be made by way of a written complaint emailed by the Customer or its authorized representative to enterprisesupport@globe.com.ph. Such complaints shall be filed not later than the 2008 Page 18 of 262On Boot ‘OPPORTUNITY ID: due date. Otherwise, the Statement of Account shall be deemed accepted, final, and conclusive against the Customer. b. _Innove shall endeavor to settle all disputed billings with the Customer at the soonest possible time. The foregoing notwithstanding, Innove reserves the right to disconnect the Service without prior notice if any Statement of Account remains unpaid after due date. Innove shall not be liable to the Customer in any way for the disconnection and Innove's only obligation shall be to reconnect the Service without penalty or fee and rectify amount erroneously paid and such amount shall be credited to the next bill, in the event Customer's complaint proves to be valid. Innove will decide the billing complaints based on its records. 11. Changes in Billing Address Customer shall inform Innove in writing of any change in billing address by emailing enterprisesupport@globe,com.ph. Innove shall not be responsible for the consequences of Customer's inability to receive and pay its bills as a result of its failure to timely notify Innove. 12, Place of Payment a. All payments of bills which are not overdue shall be made to Innove at any of its accredited payment channels. Innove shall not be bound to honor payments made to persons or entities or at places not authorized by Innove. b. Settlement of bills which are overdue shall be made only at any of Innove’s accredited payment channels in full and under such terms and conditions as Innove may impose and Innove's legal rights and cause of action related to the collection of the entirety of such sums, penalties and other damages which the delayed payment shall have caused shall not be affected by payment whether in full or in part. 13. Service Level Commitments a. Performance Parameters. - Innove hereby guarantees compliance with the following: performance parameters: i, Committed Circuit Availability ~ If Last Mile is: Metrics Copper 99.8% If Last Mile is: Metrics Fiber 99.8% If Last Mile Metrics ‘99.6% (applicable only to circuits in Central Business District (CBD) Radio areas in Makati, Ortigas Center, Metro Cebu, and Metro Davao last Mile Metrics VSAT 99.35% 1). Circuit availabilty refers to the period that the subscribed circuit is available ina given month. Page 19 of 26‘OPPORTUNITY ID: 2). Circuit Availability is calculated as follows: {tousin bays inamod-nesork outage Pesos") x 20 Hours in a Day x Days in a Month i Later 41) Latency refers to the round trip time between issuing a request for data and receiving a response from the remote system. 2) Guaranteed latency while there is no traffic (based on 56 byte ping) Scenario Latency (in milliseconds) 10 US Pop (Seattle and Los Angeles) __| Average of 200ms_ to Asia Pop (Hong Kong, Singapore and Japan) ‘Average of 70 ms Within Philippines Average of 60 ms iil, Mean Time to Respond Phone Support Acknowledgment — is within one (1) minute from Innove's. receipt of the call Response with initial isolation result is within 30 minutes from acknowledgment For Field Dispatch (After Phone Support) Within CBD, within Business Hours Thirty (30) mins Outside CBD, within Business Hours Two (2) hours “After business hours (On-call (Field Operation Engineers) jv, Trouble Ticket Status Update Innove shall provide a status update every two (2) hours from receipt of Customer's complaint, or at the times or intervals agreed with the Customer. ‘Status update by Innove to the Customer may be undertaken through telephone, Short Messaging System (SMS) or email. 1) Monthly Outage Report Innove will provide an outage report for all applicable circuits on a monthly basis upon Customer's request. Only those reported to Innove’s Enterprise Data ‘Support Center (EDSC) shall be included in said report, b. Escalation Procedure iL Innove's Enterprise Data Support Center (EDSC) is the main contact point for the ion and maintenance aspect ofthe Service. The immediate contact persons Page 20 of 26‘OPPORTUNITY ID: 20 Bot ESCALATION MATRIX ENTERPRISE DATA SUPPORT CENTER ‘Gag Poe ead Een Sur Seis (53) 917 ox 2703 ‘Wig Crna! Hed, Entre Data Supe Conor & “Gosjorrsee ner Toop ina $ "Estosa Teameaserione oman & (csorreanore Toga Egrosr $ Enaa Leateoranecomen Fea sat1 ann Toren 9008917 ana | VR Ops? ji, Innove’s EDSC shall take care of escalating link trouble to higher level on a per case basis, 14, Rebates a, Inthe event of Service interruption, Innove shall provide service credits subject to the rebate schedules stipulated in Attachment 1; b. The implementation of the rebate schedule is subject to the following conditions: Al credit memos shall be based on Innove’s EDSC records; ii, Customer shall be responsible to report and to request for credit memo on. any outage; ili, The credit memo being claimed shall be applied to the succeeding billing month; c. Customer is not entitled to a service credit or rebate if the servi outage is caused by any of the following: i. Power failure at Customer's sites; Customer's equipment or application failure; Act, omission, fault or negligence of Customer or a third party acting on behalf of the Customer; iv. Innove or its agents are not allowed access to the Customer premises where the access lines are terminated; v. Force Majeure and fortuitous events; Cable outage in the customer-preferred international submarine cable system; and vii, Scheduled Maintenance, 15. Contract Term Contract term is for one (1) year from the Billing Commencement Date ("Initial Contract Term”). Thereafter, the contract term shall be automatically renewed on a yearly basis, ("Renewal Contract Term”), under the same terms and conditions (excepting the provision of pre-termination), provided that neither party has given a notice of non- renewal or has proposed an amended renewal contract at least thirty (30) days prior to the expiration of the Initial Contract Term or Renewal Contract Term, as the case may be. Page 21 of 26 >12 brs |> 8 hrs >6 hrs >3hrs 2hrs‘OPPORTUNITY ID: On Bock 16. Cancellation of Order a. Incase of cancellation of order: i. When the order is cancelled after Customer sends to Innove the signed proposal but prior to the turn over of the Service to Customer, the Customer shall pay the installation fee quoted or the actual charges incurred during the Installation, whichever is higher. ii, When the order is cancelled after turn over of the Service or the Service is rejected by Customer absent of any defect, Customer shall pay the cancellation charges consisting of the following. 1)_ Installation fee quoted or actual expenses incurred (whichever is higher]; 2) One (1) month MRF and 3) Dismantling charges equivalent to the installation fee. b. If installation fee is waived, actual expenses shall apply. 17. Termination of Contract a. If the Customer pre-terminates the Contract before the expiration of the Initial Contract Term, Customer shall pay pre-termination charge computed as follows: Pre-termination Charg Term MRE x no. of months remaining on the Initial Contract. b. The cost of dismantling or disconnecting the Service shall be for the account of the Customer. c. Customer is required to provide a written notice of termination/pre-termination at least thirty (30) days prior to its intended date of disconnection of the Service. If the prior written notice is less than thirty (30) days, the effective date of termination of Service shall be thirty (30) days after receipt by Innove of the notice, regardless of what is written in the notice as the intended effective date. Customer shall be liable ‘to pay the MRF until the actual date of disconnection whether or not Customer used the Service until such date 18. Downgrade Ifa service downgrade is requested within Initial Contract Period, Customer shall pay Innove a downgrade charge equivalent to one hundred percent (100%) of the difference between the MRF of the existing and downgraded service multiplied by the unexpired portion of the applicable term. Pp 100%(Me— Mo) x U where: P~ penalty charge Me~ MRF of existing service Mo~ MRF of downgraded service U— unexpired portion in no. of months 19. Use of Service a, Customer shall use the Innove facilities and/or Innove services provided only for the purpose herein stated and shall not use the same to conduct any service such as callback, unauthorized audiotex, International Simple Resale (ISR), and other analogous services which are prohibited in the Philippines, or which operation or service constitutes a bypass defrauding Innove and/or its interconnect partners of the rightful access/termination charges due them. b. In the event that Customer uses Innove's facilities and/or services for any illegal or unauthorized services including but not limited to those enumerated above, Customer shall immediately compensate Innove an amount equivalent to the rightful Page 22 of 26‘OPPORTUNITY ID: access or termination charge prevailing at the time the bypass was committed for the ‘type of traffic passed via the bypass service or practice committed by Customer to the applicable Philippine network (including without limitation, an innove network, or the network of any other carrier with whom Innove has an interconnect agreement, whether mobile or landline) plus fifty percent (50%) of such access or termination charge (the "Bypass Compensation") Such Bypass Compensation shall be payable, without limitation, from the time the bypass activity was conducted by the Customer until the complete payment thereof by the Customer, and such bypass compensation shall be computed from the time the bypass occurred until the actual cessation of bypass. Innove shall likewise, pass on, and Customer agrees to accept and immediately pay, all other claims and damages demanded by any of Innove's interconnect partners who may have been affected, directly or indirectly, by the unauthorized service. This shall not be subject ‘to any limitation of liability provided in this Proposal. 20. Suspension of Service In addition to non-payment, Innove may immediately suspend the Service ifit detects that the Service is being used: a. tocommit the prohibited acts stipulated in Section 19.3; for spamming; c. ina manner that adversely affects, interferes with or disrupts the use of the Service by other parties; . in violation of Innove's Acceptable Use Policy; and e. for any activity that is contrary to law, morals, customer or public policy; 21. Cross Default Innove reserves the right to summarily terminate Innove services extended to Customer tnder this and any other contracts and/or subscription agreements for other services due to non-payment, or any other violation of these Terms and Conditions. 22, Limitation of Liabilities Innove shall not be liable to Customer for any loss, damage or cost arising out of or relating to failure to perform any of its obligations under this Proposal if such failure results from Force Majeure or Fortuitous Events. g. Innove shall not be liable to the Customer for any special, indirect, consequential or incidental damages, including loss of profits or revenues or loss of prospective business advantage, regardless of whether Innove had been advised of such damages or whether that liability arises in contract, tort, strict liability, breach of warranty, or otherwise. fh. The Customer shall indemnify, defend and hold harmless Innove from any third-party claim, suit or demand, which is due to gross negligence, fraudulent act or omission, or willful misconduct attributable to the Customer. i. Without prejudice to the applicability of indemnity/compensation in the event of breach relating to Use of Service Clause, neither party wil be liable for direct damages in excess of what has been pald by the Customer within the twelve-month period immediately prior to the event of claim, 24, Counterpart and Electronic Signature This Agreement may be executed in any number of counterparts, each of which is an original, but all of which together constitute one and the same agreement. This Agreement may be executed electronically or by way of electronic signature and such electronic signatures shall be deemed original signatures, have the same force and effect ‘as manual signatures and binding upon the parties. If this Agreement shall be executed electronically, the best evidence of this Agreement shall be a copy of this Agreement bearing an electronic signature, in portable document format (.pdf) form, or in any other 2On8 Page 23 of 26OPPORTUNITY ID: electronic format intended to preserve the original graphic and pictorial appearance of a document. INNOVE COMMUNICATIONS, INC. By: Noted by: Maria Elyza Anchuelo Glenn Garces Account Manager, Key Industries Industry Head, Key Industries Globe Business-Enterprise Group Globe Business-Enterprise Group ‘CONFORME: ‘SCHNEIDER ELECTRIC PHILIPPINES INC. 200 Bek LeDon Brooks Vice President Philippines Hub‘OPPORTUNITY ID: ATTACHMENT 1 REBATE SCHEDULE SLA 99.8% Credit (Day) Tess than 88 None 8810179 mafia 180 t0 359 nas Copper Last mile 36010539 ns 540 t0 719 aa/5 7200 899 mas 900 to 1440 ‘day SLA 99.8% Credit (Day) less than 88 None 8810 179 eayto Fiber Last mile aes, aus 36010539 75 540 to 719 13/5 72010 899 mas 900 to 1440 day SLA 99.6% Credit (Day) less than 175 None 17510179 fine Radio Last Mile ees None (Applicable only to circuits within CBD) 360 10 539 ae 540 to 719 nays 720 10 899 nafs 900 to 1440 Aida SIA 99.35% Credit (Day) less than 175, None 175 to 288 None ear 285 0359 mas 360 10539 728 540 t0 719 ae 720 t0 899 als 900 to 1440 day On Boot Page 25 of 26‘OPPORTUNITY ID: ATTACHMENT 2 ACCEPTANCE PARAMETER 2. Throughput results rc 254 compton frame of 1s00bytes fEntonend RFC 2548. Ethernet Tester wilbe used A test it be hase onthe output ofthe abe provided est equipment. Tester willbe connected to 2 zero count Frame toss Ethernet | Comper Arc2544 to 160005 land terface to customer or agreed demarcation 2 zero count Frame toss land lop willbe provided at he opposite en ofthe Jendtorend RFC 7548 Ethernet Tester willbe used A 2. Throughput result ismFC 2584 frst be based on the output ofthe Globe rs Tel leciien eompint on rame of s00bytes |powidedtest equipment. Tester wil be connected to ret te nba Frenes land iterfae to astomer or agreed demarcation 2 zero count Frame toss and lop willbe provided at the opposte end ofthe [endtorend RFC 2548 Ethernet Tester willbe used A 1. Throughput result ismFC 2544 _|testl be based onthe output ofthe Globe a ee compliant onrame of 1800bytes povided test equipment. Tester wil be connected to te 7 to 1600byes Ihandffiterface to customer or agreed demarcation and aloo willbe provided at he apposte end ofthe Page 26 of 26