SERVICE AGREEMENT

In this Agreement, Client shall refer to the Subscriber indicated below; Prime Communications shall refer to PRIMEWORLD DIGITAL SYSTEMS, INC.

I. OBJECTIVE OF THE AGREEMENT

This Agreement governs the provision of the Service of the Client. This will also serve as a reminder that any amendments or revisions made to the Service Agreement will be posted in Prime Communications' website: www.prime.net.ph. Client is therefore advised to refer to the website for the most recent version. Inquiries and clarifications regarding this Agreement can be directed to corp-support@prime.net.ph.

II. RIGHTS AND RESPONSIBILITIES OF PRIME COMMUNICATIONS

Prime Communications shall have the following rights and responsibilities:

1. Provide the Client with the Services as specified in this application and as approved by Prime Communications;

2. Provide the Client with information and technical assistance necessary to configure the Client's computers with the following capabilities: Electronic mail (e-mail), World Wide Web (WWW), File Transfer Protocol (FTP);

3. Provide the Client with 24-hour telephone technical support;

4. Provide the Client with on-site technical assistance within 24 hours from request, upon completion of installation and acceptance of Service, at the rates charged by Prime Communications for on-site technical support;

5. Inform the Client at least 24 hours prior to the monthly or any scheduled maintenance work on Prime Communications’ system, which may or may not interfere with the Service;

6. Guarantee redundant routes to the Internet;

7. Manage and control access to computer systems and information stored within the Prime Communications’ system in a manner considered appropriate by Prime Communications; and

8. For Managed Security Solution Service: Provide installation support for UTM (Unified Threat Management) security device; Implementation of firewall, intrusion detection, and content filtering policies; Regular updating of virus and spam definitions; Updating of operating system; Physical maintenance of the UTM devices; Consultation on improving of network security; and monitoring, reporting, and analysis of security attacks.

III. RIGHTS AND RESPONSIBILITIES OF CLIENT

Client will:

1. Be responsible for the set-up or configuration of his/her equipment for access to the Service except for Managed Security Solution Service where set-up or configuration will be done by Prime Communications;

2. Provide, at his/her own cost and expense, the necessary system hardware and software for the Client's computer set-up and ensure that the same meet the requirements of Prime Communications;

3. Comply with all notices and instructions given by Prime Communications from time to time with respect to the use of the Service;

4. Provide Letter of Authorization for his/her representative acting in his/her behalf for the use of the Service;

5. Be solely responsible for the proper care of all equipment, facilities or software in Client's possession or that of his/her customers, agents or representatives, provided by Prime Communications under this Agreement. Client shall be liable to Prime Communications for all damages suffered by the latter for any loss or destruction of such equipment, facilities or software arising from the fault or negligence of Client or his/her customers, agents or representatives. Client has the obligation to return the equipment, facilities or software upon lawful demand by Prime Communications;

6. Comply with the rules of any network, which the Client accesses through the Service and hold Prime Communications free from any liability arising from any violation of such rules;

7. Be solely responsible for all information retrieved, stored, and transmitted through the Service;

8. Take all necessary measures as may be necessary - including changing of the password from time to time - to protect the secrecy of the User ID and/or password and ensure that the same are not revealed to any unauthorized person(s). Prime Communications shall at all times be free from any liabilities arising from any damages suffered by Client as a result of any unauthorized disclosure or use of such User ID and/or password without fault or negligence on the part of Prime Communications;

9. Not engage in the commercial reselling of Internet access to individual or corporate Clients, unless with prior written consent of Prime Communications;

10. For Managed Security Solution Service: Be liable for the book value of the equipment in the event that it is damaged, partly or in full, while in possesion of the Client, except for damages due to Prime Communications’ own fault or gross negligence; and

11. Address all notices, requests, or other communications pertaining to the account in writing to:

The Corporate Support
Primeworld Digital Systems, Inc.
19/F Taipan Place, F Ortigas Jr. Road
(formerly Emerald Avenue)
Ortigas Center, Pasig City, 1605
Fax #: (02) 631-4950
E-mail: corp-support@prime.net.ph

IV. BILLING AND PAYMENT

1. In consideration of the Service to be rendered by Prime Communications, Client shall pay the fees indicated in this application. Prices quoted are exclusive of all taxes, levies, imposts, deductions, withholdings or duties of any nature, including without limitation, any use or consumption tax, goods, and services tax, value-added tax, excise tax, or other similar taxes and withholding taxes unless otherwise expressly stated. In the event of renewal of this Agreement, the Monthly Subscription Fee for the new term shall be the prevailing standard rates as of the end of the expiring term, unless otherwise agreed upon by the parties in writing prior to such renewal.

2. A security deposit will be required from Client prior to installation/activation of service, including applicable tax. For requests on Service upgrade to a higher package and/or bandwidth, an additional security deposit will also be required from Client. The amount paid for security deposit does not excuse Client from making regular payments for monthly bills. Security deposit will only be deducted from Client's outstanding balance upon termination of the Service Agreement.

3. An administrative fee will be charged in case an application is cancelled, prior to Telco installation, after submission of the required documents.

4. The One-Time Set-up Fee shall be due on the date of commencement of the Service, which shall be specified in writing by Prime Communications. Immediately after such date, the Monthly Subscription Fee shall accrue.

5. The Client shall pay the fixed monthly recurring fees, excess and other charges on or before the due date indicated in the Statement of Account.

6. In case Client fails to pay the bill within the payment due date, Prime Communications reserves the right, without the need for written notice and without incurring any liability, to suspend or temporarily disconnect the Service.

7. Outstanding bills not paid within the given payment due date will be charged an additional 2% per month starting from the due date until the date of full payment.

8. Client can make payments at any accredited payment centers/payment facilities enumerated at the back of Statement of Account. Prime Communications is not bound to honor payments made to persons, agencies, or any entities not authorized to accept payments.

9. All disputes or questions on the Statement of Account should be communicated to Prime Communications, in writing, within thirty (30) days from statement date, otherwise the statement shall be deemed accepted and final.

10. The Statement of Account shall be sent to Client’s billing address indicated in the billing address portion of the application form. Prime Communications must be informed in writing of any change in billing address and shall not be responsible for the consequences of the Client's failure to notify Prime Communications.

11. Should Prime Communications attend to any problem regarding Client's Service at Client's premises, Prime Communications may charge Client for the Service if the fault is not directly attributable to Prime Communications’ equipment or network. Additional charges will be reflected in Client's Statement of Account.

12. For Leased Line accounts, payments can be in Philippine Pesos (PhP) or US Dollars (US$). Dollar exchange rate reflected in the Statement of Account is valid on or before the payment due date. For payments made beyond the due date, Prime Communications reserves the right to apply the prevailing exchange rate at the time of payment. For payments in pesos, the foreign exchange rate to be used will be based on the prevailing rate used by Prime Communications at the time of payment.

13. All payments made by Client shall be applied based on the following order: all overdue penalty/interest, unpaid bills in arrears and the balance, if any, shall be deducted from current bill(s).

14. Any refund shall be paid in the form of a rebate against the Client’s subsequent monthly charges only. All claims should be received while service provided to the Client is still active. Prime Communications reserves the right to determine the duration of any outage, and such determination shall be conclusive. Any refunds given by Prime Communications to Client shall be final and conclusive, and shall form Client’s sole and only remedy against Prime Communications. Client shall be entitled to a refund, up to the maximum amount of the monthly subscription of the Client, which shall be credited to Client’s Statement of Account.

V. INTERNET CONNECTION AND INSTALLATION

1. For LLP: Prime Communications requires a provisioning lead-time of at least 45 working days from submission of the Client of all required documents to process the application for internet connection. For DSL: Prime Communications requires submission of all required documents and full payment of the required Security Deposit prior to processing the application for internet connection. For Web Server Co-location: Prime Communications requires submission of all required documents to process application. Billing starts from the date the server is installed.

2. The lead-time shall be provided to give ample time for the third-party Telco supplier (hereinafter referred to as "Telco") to install and activate the required telecommunications line, wire-line or wireless.

3. Prime Communications will provide the Client updates on the status of such installation. Prime Communications shall not be held liable for delays beyond its control. All equipment/software necessary to make the connection such as, but not limited to, routers, hubs, modems, telecommunications line, wire-line or wireless (including leased lines), computers, internal cablings, fees for System Integrators/Solution Providers, etc. shall be for account of the Client. Client will also be responsible for the set-up or configuration and maintenance of its equipment for access to the Internet, except for Managed Security Solution Service.

4. Upon initial installation, Prime Communications will provide, free of charge, installation support up to the Internet access point only, which means either to a router or to a proxy server. Installation of other applications will be the responsibility of the Client. After the completion and acceptance of the Internet connection, Client may, subject to availability, request for on-site technical support from 9:00 AM to 6:00 PM, Mondays thru Fridays at the rates charged by Prime Communications for on-site technical support. Prime Communications will not be responsible for the maintenance of equipment, facilities and software provided by the Telco supplier to the Client. Client shall be solely responsible for the proper care of all Telco-owned equipment, facilities and software in its or its customers' possession. Except for damages due to its fault or gross negligence, Prime Communications will likewise not be responsible for any loss or destruction of or damage to the Telco-owned equipment, facilities and software.

5. Global roaming shall be activated on a per request basis and shall be subject to traffic charges, the rate of which depends on the number accessed.

VI. SUSPENSION, RENEWAL, TERMINATION, AND UPGRADE/ DOWNGRADE

1. This Agreement has the minimum subscription period of one (1) year, unless otherwise indicated in the Contract Terms of the Application for Prime Communications Internet Service, from activation date and will be automatically renewed every subsequent year unless either party terminates this Agreement through written notice at least thirty (30) days before the effective termination date.

2. Upon complete installation and activation of Service, as specified by Prime Communications in writing, Client shall pay thereafter, monthly fees for the telephone lines used for his/her Internet connection. Unless specified by Client, Service shall be considered accepted after five (5) days from installation date. In cases where Client cancels Telco connection after installation work has started or has been completed, Client will pay Prime Communications for all damages incurred during installation. This does not apply if cancellation is due to Prime Communications’ or the Telco supplier's failure to provide the Services as committed.

3. Should Internet access be suspended through no fault of Prime Communications, Client will continue to be liable for the Monthly Subscription Fees up to effectivity date of Service termination. In the event of a Telco line termination, Client should submit a written notice to Prime Communications thirty (30) days prior to the effectivity date of Telco line termination.

4. In cases where service is terminated before the agreed contract expires initiated by either Client or Prime Communications, a pre-termination fee equivalent to the monthly subscription fee for the remainder of the initial subscription period will be added to the Client’s last billing statement, unless such pre-termination is directly attributable to the fault or negligence of Prime Communications.

5. Application for account changes such as but not limited to upgrade, downgrade, relocation or change of last mile provider should take effect upon approval of Prime Communications. Provisioning lead-time herein indicated will still apply. Client will be charged the proportionate amount of the new subscription fee corresponding to the remaining days of the month following the date Prime Communications approves the application. Subsequently, Client will be charged with the new subscription fee.

6. In the event of a request for downgrade, where Client requests for a package lower than his/her current Service package, an administrative fee equivalent to 50% of Client's current Monthly Subscription Fee will be added to Client's next billing statement. (For purposes of this Agreement, the term "downgrade" shall mean moving from Clients existing DSL/LLP package to a lower DSL/LLP package based on Client’s current Monthly Subscription Fee.).

7. In cases of: (a) exceeding the allotted credit limit, (b) bankruptcy, insolvency, and/or SEC issuance of cease and desist order, (c) provision of incorrect and incomplete information at time of application, and (d) violation of any of the terms and conditions discussed in this document, Prime Communications reserves the right to suspend/terminate the Service Agreement without need for prior notice. Client shall be liable for Monthly Subscription Fees up to effectivity date of termination. Once the Service Agreement is terminated, all unpaid bills and penalty charges, when applicable, shall be immediately due and demandable including pre-termination fee and applicable charges incidental to termination of the Service. In addition, Client will promptly return to Prime Communications all of the latter's equipment, facilities or software that may be in Client's possession, including those installed at Client's customers' premises. In this regard, Prime Communications shall, upon giving five (5) days prior written notice, be authorized to enter the premises of Client or that of its customers during office hours, in order to remove such equipment, facilities, or software.

8. Reactivation fee, at the sole discretion of Prime Communications, may be charged if the Service gets suspended/temporarily disconnected and subsequently, Client wants the Service restored upon full settlement of the unpaid bills.

9. In case of physical transfer of installation address within the initial contract period, Client shall be liable for any transfer or pre-termination charges.  Should a new Telco be used, a new twelve (12) month minimum contract period shall be required.

VII. MISCELLANEOUS PROVISIONS

1. Disclaimer. Prime Communications gives no warranty with respect to any equipment, facility, software or Service provided to the Client and is not liable to the Client for any cost, claim, liability, expense, demand or damages by any means (including any loss of profits, lost savings or incidental or consequential damages), arising from Client's use of or inability to use such equipment, facility, software or Service, even if Prime Communications or any of its authorized representatives have been advised of the possibility of such damages, or of any claim by any third party.

2. While every care is taken by Prime Communications in rendering the Service, Prime Communications is not liable for any loss of information whether caused by the result of any interruption, suspension, or termination of the Service or otherwise. Prime Communications is likewise not liable for the contents, accuracy or quality of information available, received or transmitted through the Service.

3. The Client will be solely responsible for ensuring that in using the Service, all applicable laws, rules and regulations and all the terms prescribed by the National Telecommunications Commission for the use of any telecommunications systems, service or equipment are, at all times, complied with.

4. Prime Communications will not be liable for any loss or damage sustained by reason of any inadvertent disclosure of any information concerning the Client's account and particulars nor for any error, omission or inaccuracy with respect to any information so disclosed.

5. Rightful Transmission of Electronic Messages. Client shall abide by the generally accepted standards of conduct and usage of the service by not sending or transmitting electronic messages with the following content: (a) libelous, defamatory, invades privacy, stalks, obscene, pornographic, racist, abusive, harassing, threatening or offensive, (b) seeks to exploit or harm children by exposing them to inappropriate content, asking for personally identifiable details or otherwise, (c) infringes any intellectual property or other right of any entity or person, including violating anyone's copyrights or trademarks or their rights of publicity, (d) violates any law or may be considered to violate any law, (e) advocates or promotes illegal activity, (f) impersonates or misrepresents connection to any other entity or person or otherwise manipulates headers or identifiers to disguise the origin of the content, (g) advertises any commercial endeavor (e.g., conducting false raffles or contest, displaying sponsorship banners, and/or soliciting goods or services) that violates the Consumer Act of the Philippines, (h) programs with viruses, worms and/or 'Trojan Horses' or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware and telecommunications, (i) mounts to an illegal and/or fraudulent networking activity, and (j) other such acts that violate the law.

6. Indemnity. Client holds Prime Communications harmless at all times against actions, proceedings, costs, claims, expenses, demands, liabilities, losses and damages whatsoever including without limitation to defamation, infringement of intellectual property rights, death, bodily injury, property damage or financial (pecuniary) losses by whatever cause which Prime Communications may sustain, incur, suffer or pay arising out of or in connection with the use of the Service by the Client or any act or omission of the Client in relation to this Agreement.

7. Confidentiality. The Client must not divulge or communicate to any person (other than those who should know the same) or use or exploit for any purpose (other than that contemplated in this Agreement) any confidential information, which may or may not have come to its knowledge by reason of or in connection with this Agreement including subscription rates, and terms and conditions. Client must also use all reasonable efforts to ensure its employees, officers, agents and consultants do the same, except through prior written consent of Prime Communications or if and when it is required by any applicable law or legal process issued by any court or the rules of any relevant regulatory body. Client expressly acknowledges that a breach of this clause will result in material and irreparable injury to Prime Communications and that it would be difficult to establish the full monetary value of such damage. Therefore, Prime Communications shall be entitled to injunctive relief in such event, in addition to other remedies available to it under existing law.

8. Assignment. Client should not assign any of its rights and obligations under this Agreement without the prior written consent of Prime Communications.

9. Force Majeure. Prime Communications will not be held liable for any delay or failure in performance under this Agreement resulting from acts beyond the control of Prime Communications, including without limitation, acts of God, acts or regulations of any national or local government agency, war or national emergency, accident, fire, lightning, riot, strikes, lock-outs, industrial disputes (whether or not involving Prime Communications’ employees), or epidemics.

10. Governing Law and Jurisdiction. This Agreement is governed by the laws of the Republic of the Philippines and the parties submit to the exclusive jurisdiction of the Philippine courts.

11. Venue. In the event of any dispute or claim arising from this Agreement, the parties hereby agree to submit such dispute before the proper courts of Pasig City, to the exclusion of all other venues.