fs1a3ex10_apextalk.htm


     

     

    
      


       

      


      
        	
                

              	
                Chunghwa
      Telecom Global, Inc.

                5201
      Great America Pkwy, Ste.238

                Santa
      Clara, CA 95054

                Tel:
      1-408-988-1898

                Fax:
      1-408-988-1368

              


      

      


       

       

      CARRIER
SERVICES AGREEMENT

       

      This
Carrier Services Agreement ("Agreement") is made by and between Chunghwa Telecom Global, Inc.
("CHT-G"), a California
corporation, with an address of 5201 Great America Parkway, Suite
238, Santa Clara, California 95054 and Apextalk, Inc ("Customer"), a
corporation in the State of California with an address of 637 Howard Street, San Francisco, CA
94105. Hereinafter,
CHT-G and Customer are referred to individually as a "Party" and
collectively as "Parties".

       

      RECITALS

       

      CHT-G is
in the business of providing wholesale international telecommunication services.
Customer desires to purchase, and CHT-G desires to sell to Customer, such
services, in accordance with the terms and conditions set forth in this
Agreement.

       

      ACCORDINGLY,
in consideration of the mutual promises and covenants herein contained, the
Parties hereto agree as follows:

       

      1 Services & Interconnection

       

      
        	
                1.1
      

              	
                Customer
      hereby agrees to purchase from CHT-G, from time to time, wholesale
      telecommunication services described in the Appendix attached hereto
      ("Services"). Services shall be ordered by Customer from CHT-G using the
      service order forms of CHT-G, if any, except as may be otherwise agreed
      and in accordance with CHT-G's order policies, practices and procedures
      which may be revised from time to time ("Service Order"). Each Service
      Order shall be deemed a part of this Agreement when executed by a duly
      authorized representative of each Party. CHT-G reserves the right to
      refuse any Service Order submitted by Customer. Each Service Order shall
      be in accordance with CHT-G's provisioning and installation policies,
      practices, procedures and intervals then in effect which may be revised from
      time to time, for such Services, except as may be otherwise agreed to in
      writing by authorized representatives of both
  Parties.

              


      

       

      
        	
                1.2

              	
                Customer
      will be responsible for all connection and will provide, operate, and
      maintain transmission facilities required to link its domestic telephone
      network with CHT-G's international gateway switch located at the Ground
      Floor of 600 W. 7th
      Street in Los Angeles, CA.

              


      

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

       

      


      
        	
                

              	
                Chunghwa
      Telecom Global, Inc.

                5201
      Great America Pkwy, Ste.238

                Santa
      Clara, CA 95054

                Tel:
      1-408-988-1898

                Fax:
      1-408-988-1368

              


      

      


       

      2 Term & Termination

       

      
        	
                2.1
      

              	
                This
      Agreement shall become effective as of the date it is signed by an
      authorized officer of each Party, or, if the Parties sign it on different
      dates, the later date ("Effective Date"). This Agreement shall continue in
      effect for an initial term of one (1) year ("Initial Term"). Following the
      Initial Term, this Agreement shall automatically renew
      on a rolling thirty (30) day basis and shall continue in effect
      until terminated, at any time, by either Party, upon not less than thirty
      (30) days prior written notice to the other
  Party.

              


      

       

      
        	
                2.2

              	
                This
      Agreement shall terminate prior to the expiration of its then-current term
      upon the happening of any of the following
  events:

              


      

       

      
        	
                ·  

              	
                In
      the event that Customer uses this Services for any unlawful purpose or in
      any unlawful manner;

              


      

       

      
        	
                ·  

              	
                A
      material breach of this Agreement by either party or the breaching party
      fails to cure the breach within ten (10) calendar days after notice of the
      breach from the non-breaching
party;

              


      

       

      
        	
                ·  

              	
                Either
      Party ceases doing business as a going concern, makes and assignment for
      the benefit of creditors, admits in writing its inability to pay debts as
      they become due, files a voluntary petition in bankruptcy, is adjudicated
      bankrupt or insolvent, seeks reorganization, arrangement, composition,
      adjustment, liquidation, dissolution or similar arrangement under any
      statute, law or regulation or consents to or acquiesces in the appointment
      of a trustee, receiver, or liquidator for all or any substantial part of
      its assets or properties, or its shareholders attempt to dissolve or
      liquidate;

              


      

       

      
        	
                ·  

              	
                A
      petition in bankruptcy is filed against either Party or, without the
      Party's consent or acquiescence, a trustee, receiver or liquidator of it
      or of all or any substantial part of its assets and properties is
      appointed;

              


      

       

      
        	
                ·  

              	
                Immediately
      upon a determination by any governmental authority with jurisdiction over
      the parties that the provision of the Services under this Agreement is
      contrary to existing laws, rules or
regulations;

              


      

       

      
        	
                ·  

              	
                Upon
      thirty (30) days prior written notice that, in the reasonable judgment of
      CHT-G, the passage or adoption of any law, rule, or regulation will make
      it materially more expensive or difficult to provide the Services under
      this Agreement; or

              


      

       

      
        	
                ·  

              	
                By
      the mutual consent of the Parties.

              


      

       

      
        	
                2.3

              	
                2.3
      In the event this Agreement is terminated pursuant to this Section
      2, CHT-G shall be paid in full for the Services provided through
      termination, and for any other funds due CHT-G by the terms of this
      Agreement.

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

       

       

       

      
        	
                

              	
                Chunghwa
      Telecom Global, Inc.

                5201
      Great America Pkwy, Ste.238

                Santa
      Clara, CA 95054

                Tel:
      1-408-988-1898

                Fax:
      1-408-988-1368

              


      

      


       

      3 Charges,
Payment, and Disputed Charges

       

      
        	
                3.1

              	
                CHT-G
      shall invoice Customer for all Services provided on the following basis
      starting from the start of the Services ("Charges"). All Charges shall be
      exclusive of any applicable taxes, duties or tariffs. Both Charges and
      applicable taxes, duties or tariffs shall be stated separately on the
      invoice.

              


      

       

      n
Weekly*                              o
Bi-weekly                     o Monthly

      *:
anticipated to be from Monday for the week through Sunday at
midnight.

       

      
        	
                3.2

              	
                The
      undisputed portion of all Charges and taxes shall be due and payable in
      full, without deduction of any kind, within the following number of days
      from the date of invoice ("Due Date"). Such Due Date will be indicated on
      the invoices issued by CHT-G.

              


      

       

      q Three
(3)                             n Seven
(7)                      q Fifteen
(15)                       q Thirty
(30)                  
q Prepayment $         


       

      
        	
                3.3

              	
                In
      the case of prepayment term, Customer shall ensure that it has a
      sufficient prepaid balance at all times to cover the Services provided to
      Customer. All payments due hereunder shall be made in U.S. dollars and
      made by checks or wire transfer.

              


      

       

      
        	
                3.4

              	
                3.4
      If any payment is not received by CHT-G on or before the Due Date (except
      for amounts subject to Section 4), or if Customer does not ensure a
      sufficient prepaid balance to cover the Services provided to Customer in
      the case of prepayment terms, then a) CHT-G may suspend the Services
      immediately without notice to Customer, and b) Customer shall also pay a
      late fee in the amount of the lesser of one and one-half percent (1.5%) of
      the unpaid balance, calculated and applied monthly, or the maximum lawful
      rate under applicable law.

              


      

       

      
        	
                3.5

              	
                The
      Customer is granted a Credit Line of $ n/a  ("Credit
      Limit") except for the case of prepayment term. In the event that
      Customer's past due balance exceeds the Credit Line, CHT-G may suspend the
      Services immediately.

              


      

       

      
        	
                3.6

              	
                Customer
      shall also be responsible for the expense associated with Section 1.2
      above. Such charges, billed through CHT-G, shall be invoiced one month in
      advance of the installation of such facilities and on a monthly basis
      thereafter, regardless of whether the Service is
  initiated.

              


      

       

      
        
          	
                  3.7

                	
                  Customer
      is responsible for establishing and collecting its charges for Services it
      offers its customers/subscribers, and is responsible for payment of the
      total invoice amount due to CHT-G regardless of whether Customer is paid
      for the Service by its customers. All discounts, rebates or commissions
      paid to its agents or subscribers are the responsibility of
      Customer.

                
	 	 
	
                  3.8

                	Disputed
    Charges.


        

      

       

      
        	
                 
      ▪   
      

              	
                If
      Customer in good faith disputes the amount or appropriateness of a Charge
      included in an invoice from CHT-G, Customer shall pay the undisputed
      service in full amount on or before the Due Date. A difference of less
      than 2% in traffic minutes is regarded as acceptable and is not subject to
      dispute. Short calls (defined as calls for less than thirty (30) seconds
      in length) are deemed to be completed calls and are not subject to
      dispute.

              


      

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
         

         

        
          	
                  

                	
                  Chunghwa
      Telecom Global, Inc.

                  5201
      Great America Pkwy, Ste.238

                  Santa
      Clara, CA 95054

                  Tel:
      1-408-988-1898

                  Fax:
      1-408-988-1368

                


        

        
 

      

       

      
        	
                 
      ▪    
      

              	
                Customer
      shall notify CHT-G in writing and provide supporting documentation for
      such disputes. Such documentation supporting disputed charges shall
      include a detailed analysis showing the difference between the specific
      invoice
      amount and the Customer's specific asserted amount. A summary of
      the disputed charges will not be accepted. Customer shall further provide
      all information reasonably requested by CHT-G including, but not limited
      to, the Call Detailed Records (CDR) to resolve the dispute. Such
      notification shall not relieve Customer of the obligation to make all
      payments, including the amounts disputed, by the Due Date as specified on
      the invoices.

              

 

      
        	
                 
      ▪    
      

              	
                Any
      resolutions made by CHT-G in favor of Customer will be credited to
      Customer's next periodic invoice. Failure to file the disputes within
      thirty (30) days of the date of the invoice shall create an irrefutable
      presumption of the correctness of the Charges. Both Parties shall exercise
      reasonable due diligence in the review and remedy to cure all disputes
      within thirty (30) days of receipt of said written
      notification.

              


      

       

      4
Credit Review & Security Deposit

       

      
        
          	
                  4.1

                	
                  Customer
      is required to place (i) a security deposit in U.S. dollars $1,000
      ("Deposit"), or (ii) an Irrevocable
      Letter of Credit acceptable to CHT-G equal to Customer's anticipated usage
      prior to CHT-G
      providing Services. Under no circumstances shall Customer's outstanding
      unpaid usage be permitted
      to exceed the amount of the security deposit.

                
	 	 
	
                  4.2

                	
                  CHT-G
      reserves the right to review Customer's monthly bills and payment history
      on a quarterly basis and if deemed necessary, may require Customer to
      increase in Deposit in an amount to be reasonably agreed to by the
      Parties.

                
	 	 
	
                  4.3

                	
                  If
      Customer (i) fails to pay the Deposit within fifteen (15) calendar days of
      CHT-G's written request or (ii) if
      Customer does not agree to a deposit amount (or increase thereof) within
      fifteen (15) days of CHT-G's
      request, CHT-G may exercise all its remedies without further notice to
      Customer.

                
	 	 
	
                  4.4

                	All
      such Deposit shall not bear interest.


        

         

        5
Liability

         

      

      
        	
                5.1

              	
                Service
      Interruptions and Outages. CHT-G shall not be liable for
      interruptions or outages in the provision of Services to Customer caused
      by or resulting from any act of God, flood, earthquake, storm, lightning,
      fire, epidemic, war, outbreak of hostilities (whether or not war is
      declared), riot, strikes or other labor unrest, civil disturbance,
      sabotage, mechanical failures, fiber or cable cut accidents, defects in
      transmission, expropriation by governmental authorities, interruptions by
      regulatory or judicial authorities or other acts or events that are
      outside the reasonable control of CHT-G In the event of interruptions or
      outages of Services as a result of mechanical failures, fiber or cable
      cut, accidents, defects in transmission or interruptions by regulatory or
      judicial authorities that are caused by the acts or omissions of CHT-G or
      its representatives. CHT-G's liability shall be limited to a reduction of
      Customer's monthly minimum requirement or any other recurring charge pro
      rata of the number of days of interruption or outages of Services
      during such month.

              


      

      
      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
         

         

        
          	
                  

                	
                  Chunghwa
      Telecom Global, Inc.

                  5201
      Great America Pkwy, Ste.238

                  Santa
      Clara, CA 95054

                  Tel:
      1-408-988-1898

                  Fax:
      1-408-988-1368

                


        

        
 

      

      
        
          	
                  5.2

                	
                  Damages. In no event
      will CHT-G be liable, for indirect, consequential special, incidental or
      punitive damages, lost profits, lost revenue, loss of Customers goodwill
      or loss of an opportunity of any kind whatsoever. Customer shall indemnify
      CHT-G and hold it harmless from any costs, expenses, attorney's fees or
      any liability whatsoever incurred because of a claim made against CHT-G by
      Customer of any of its customers/subscribers for which it is not liable
      under the terms of this Agreement.

                
	 	 
	
                  5.3

                	Limited Warranty. CHT-G
      WARRANTS TO CUSTOMER ONLY THAT IT WILL PROVIDE THE SAME
      QUALITY OF LONG DISTANCE SERVICE IT PROVIDES TO ITS OTHER
      CUSTOMERS


        

      

                

      
        	
                
                  5.4

                

              	
                Fraudulent Calls. CHT-G
      shall not be liable for any fraudulent calls processed by CHT-G and billed
      to Customer's account. CHT-G shall notify Customer promptly of any
      fraudulent calling of which CHT-G has actual knowledge, it being
      understood that CHT-G is under no obligation to investigate the
      authenticity of calls charged to Customer's
  account.

              


      

       

      6
Confidentiality

       

      
        	
                        
      6.1

                 

                 

              	
                 Confidentiality.
      During the term of this Agreement, the parties may disclose to each
      other certain proprietary and/or confidential information. The parties
      desire to assure the confidential and proprietary status of any such
      information which may be disclosed to each other, and therefore for
      themselves, their subsidiaries and affiliates, agree as
      follows:

              


      

       

      
        	
                ·  

              	
                All
      non-public information disclosed shall be deemed to be confidential and
      proprietary. All information contained in this Agreement, including
      Appendix A hereto, as well as all traffic volume and distribution
      information and rate information of CHT-G given to or learned by Customer
      in connection with this Agreement shall be considered "Proprietary
      Information" without further act of either
  party.

              


      

       

      
        	
                ·  

              	
                Each
      party agrees to use the Proprietary Information received from the other
      party only for the purpose of this Agreement and shall not reproduce it in
      any form or orally communicate it except as required to accomplish the
      intent of this Agreement.

              


      

       

      
        	
                ·  

              	
                The
      receiving party shall provide at a minimum the same care to avoid
      disclosure or unauthorized use of the Propriety Information as it provides
      to protect its own proprietary information. It is agreed that all
      Proprietary Information shall be retained by the receiving
      party

              


      

       

      
      

      


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
      

       

      
        
          
            	
                    

                  	
                    Chunghwa
      Telecom Global, Inc.

                    5201
      Great America Pkwy, Ste.238

                    Santa
      Clara, CA 95054

                    Tel:
      1-408-988-1898

                    Fax:
      1-408-988-1368

                  


          

           

           

        

        
           

          
            	
                      

                  	
                          
                      in
      a secure place with access limited to only such of the receiving party's
      employees or agents who need to know such information for purposes of this
      Agreement

                    

                  


          

           

        

      

      
        	
                ·
      

              	
                All
      Proprietary Information shall remain the property of the disclosing party,
      shall be used by the receiving party only for the purpose intended and
      shall be returned to the disclosing party or destroyed after the receiving
      party's need for it has expired or upon the request of the disclosing
      party, and, in any event, upon termination of this
    Agreement.

              


      

       

      
        	
                ·  

              	
                Each
      party agrees not to reveal the terms of this Agreement to any third party
      except as contemplated by this Agreement or unless required by law,
      provided that any written information describing the relationship of the
      parties that one party desires or is obligated to disclose shall first be
      disclosed to the other party which shall have an opportunity to object to
      such disclosure.

              


      

       

      
        	
                        
      6.2

              	
                Use
      of Name. Each party agrees that, without the other party's written
      consent, it will not use the name, service marks or trademarks of the
      other party or of any of its affiliated companies in any advertising
      publicity releases or sales presentations. Neither party shall take any
      action that will in any manner compromise the other party's registered
      trademarks or service marks.

              


      

       

      
        	
                        
      6.3

              	
                Remedies
      for Breach. The parties agree that a breach or threatened breach of
      the terms of this Section 6 may result in
      irreparable injury to the non-breaching party for which a remedy in
      damages, would be inadequate. The parties agree that in the event of such
      breach or threatened breach, the non-breaching party shall be entitled to
      seek an injunction to prevent the breach or threatened breach, and the
      breaching party hereby waives any defense that an adequate remedy in law
      exists and acknowledges that such a breach or threatened breach would
      result in irreparable injury to the non-breaching party.Cu stomer hereby
      agrees to indemnify CHT-G and hold it harmless from all costs, expenses
      and attorneys fees resulting from Customer's breach of this Section
      6.

              


      

       

      7
Miscellaneous

       

      
        	
                        
      7.1

              	
                Miscellaneous.
      This Agreement which includes Appendix A, (a) constitutes the
      entire agreement of the parties and supersedes all previous agreements or
      understandings, whether oral or written; (b) may not be amended or
      modified except by a written instrument signed by all parties; (c) is
      binding upon and will inure to the benefit of the parties and their
      respective successors, and permitted assigns; (d) may not be assigned
      without the prior written consent of the other party, and (e) may be
      executed in duplicate originals

              


      

       

      
        	
                       
       7.2

              	
                Notices. Any notices, consents or
      other communications required or permitted under this Agreement must be in
      writing
      and executed by the party giving the notice or its authorized
      representative. Any such notice or communication must be given, and will
      be deemed to have been duly given, if (a)
hand

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
      

      
      

       

      
        
          
            	
                    

                  	
                    Chunghwa
      Telecom Global, Inc.

                    5201
      Great America Pkwy, Ste.238

                    Santa
      Clara, CA 95054

                    Tel:
      1-408-988-1898

                    Fax:
      1-408-988-1368

                  


          

           

           

        

         

      

      delivered
by independent courier, (b) mailed by U.S. first class mail, postage prepaid,
certified or registered, or (c) via facsimile with return receipt confirmation,
in either case to the following addresses and/or facsimile numbers:

       

      
      

       

      
        
          
            
              
                	If
      to Customer 

                         

                        Address:
      637 Howard St., San Francisco, CA 94105

                        Fax:
      415-957-1688

                        Attn:
      George Ma

                         

                      	  

                        If
      to CHT-G

                         

                        Chunghwa
      Telecom Global, Inc

                        5201
      Great America Parkway, Ste.238 Santa Clara, CA 95054

                        Fax:
      (408) 988-1368

                        Attn:
      Business Support Department

                         

                      


              

            

          

        

         

      

      Any
notice given in the manner set forth in this section shall be deemed delivered,
(i) at the time of the actual delivery if delivered by hand, via facsimile, by
courier, or via Email or (ii) five (5) days after mailing, if mailed. Any party
may change its address for the giving of notices by notifying the other party of
the change in the manner set forth in this section. Any such change of address
shall not be effective until five (5) days after receipt of the notice by the
other party, as determined under this section.

       

      
        	
                 
      7.3 

              	
                Waiver. The failure of any party to
      exercise any right or remedy under this Agreement shall not constitute a
      waiver of such right or remedy, and the waiver of any violation or breach
      of this Agreement by a party shall not constitute a waiver of any prior or
      subsequent violation or breach. No waiver under this
      Agreement shall be valid unless
      in writing and executed by the waiving
  party,

              


      

      
        
          	 	 
	
                   
      7.4 

                	
                  Severability. If any provision of this
      Agreement is determined by a court or other government authority to be
      invalid, illegal or unenforceable, such invalidity, illegality or
      unenforceability shall not
      affect the validity, legality or enforceability of any other
      provision of this Agreement. Further, the provision that is determined to
      be invalid, illegal or unenforceable shall be reformed and construed to
      the extent permitted by law so that it will be valid, legal and
      enforceable to the maximum extent
possible.

                


        

      

      
        
          	 	 
	
                   
      7.5 

                	
                  Headings.
      The headings used in this Agreement are included for the
      convenience of the parties for reference purposes only and are not to be
      used in construing or interpreting this
  Agreement.

                


        

      

      
        
          	 	 
	
                   
      7.6 

                	
                  Governing
      Law and Expedited Dispute Resolution. This Agreement shall be
      governed and construed in accordance with the laws of the State of
      California without regard to choice of law principles. Any dispute arising
      out of or related to this Agreement, which cannot be resolved by
      negotiation, shall be settled by binding arbitration through the American
      Arbitration Association ("AAA") in accordance with the J.A.M.S./ENDISPUTE
      Arbitration Rules and procedures ("Undisputed Rules"), as amended by this
      Agreement. The costs of arbitration, including the fee of the arbitrator,
      shall be shared equally by the Parties unless the arbitration award
      provides otherwise. Each Party shall
bear

                


        

      

      
        	 
      


      

      
      

      
        	
                
                

              


      

      
        	
                 

              


      

      
        	
              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
         

        
          
            
              	
                      

                    	
                      Chunghwa
      Telecom Global, Inc.

                      5201
      Great America Pkwy, Ste.238

                      Santa
      Clara, CA 95054

                      Tel:
      1-408-988-1898

                      Fax:
      1-408-988-1368

                    


            

             

             

          

           

        

      

       

       

       

      
        
          	 	      
                  the
      cost of preparing and presenting its case. The Parties agree that this
      provision and the arbitrator's authority to grant relief shall be subject
      to the United States Arbitration Act. 9 U.S.C. 116 et seq. ("USAA"), the
      provisions of this Agreement, and the ABA AAA Code of Ethics for
      Arbitrators in Commercial Disputes. The Parties agree the arbitrator shall
      have no power or authority to make awards or issue orders of any kind
      except as expressly permitted by this Agreement, and in no event shall the
      arbitrator have the authority to make any award that provides for punitive
      or exemplary damages. The arbitrator's decision shall follow the plain
      meaning of the relevant documents, and shall be final and binding. The
      award may be confirmed and enforced in any court of competent
      jurisdiction. All post award proceedings shall be governed by the USAA.
      Any such arbitration or enforcement shall take place in California, or
      such other place mutually agreed by the parities, or through the federal
      or state courts located therein.

                
	 	 
	
                  7.7
      

                	
                  Relationship. Nothing in this Agreement
      shall be deemed to create a partnership, joint venture or any relationship
      other than a Vendor-Customer
relationship.

                


        

      

      
        
          	 	 
	
                  7.8 

                	
                  Assignment. This
      Agreement and all of the provisions hereof shall be binding upon and shall
      inure to the benefit of the parties hereto and their respective successors
      and assigns. CHT-G may also assign this Agreement at any time to any
      person or entity affiliated with, controlled by, or under common control
      with CHT-G.

                


        

      

      
        
          	 	 
	
                  7.9 

                	
                  Indemnification.
      Customer agrees to defend, hold harmless and indemnify CHT-G from
      and against all claims, demands, actions, causes of action, judgments,
      costs, attorney's fees and expenses of any kind or nature for bodily
      injury, death, property damage, goodwill, or other damages of any kind
      incurred by Customer, its employees, or third parties arising under this
      Agreement due to Customer's negligence or willful
    misconduct.

                
	 	 
	
                   7.10
      

                	      
                  Non-Circumvention.
      During the term and for a period of twelve (12) months after its
      termination, the Customer
      agrees that it will not intentionally circumvent or bypass CHT-G, directly
      or indirectly, with the intent
      of establishing similar Service with CHT-G's service provider(s)/carriers
      for the international terminations
      as defined in Appendix A of this Agreement. Similarly during the term of
      this agreement and
      for a period of twelve (12) months after its termination, CHT-G agrees
      that it will not intentionally circumvent
      or bypass Customer directly or indirectly, with the intention of
      establishing similar Service with
      Customer's customers for the international terminations as defined in
      Appendix A of this agreement.
      It is further agreed that any violation or threatened violation of this
      paragraph would likely cause
      immediate and irreparable harm to CHT-G/Customer and, in such event, an
      injunction against such
      violation may be entered against it in addition to any other remedy
      available to CHT-G/Customer.

                
	 	 
	
                  7.11

                	      
                  Customer not an Agent. Neither party is
      authorized to act as an agent for, or legal representative of,
      the
      other party and neither party shall have authority to assume or create any
      obligation on behalf
of,

                


        

      

       

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      
         

        
          
            
              	
                      

                    	
                      Chunghwa
      Telecom Global, Inc.

                      5201
      Great America Pkwy, Ste.238

                      Santa
      Clara, CA 95054

                      Tel:
      1-408-988-1898

                      Fax:
      1-408-988-1368

                    


            

             

             

          

        

      

       

       

       

       

      
        
          	 	      
                  in
      the name of, or binding upon the other party.Cu stomer shall not represent
      or intimate that CHT-G is responsible for the type or quality of
      Customer's services to its customers.

                
	 	 
	
                   
      7.12

                	
                   No Verbal Amendment.
      This Agreement may not be amended except by an instrument in
      writing, executed by the parties. No modification or amendment hereto
      shall be effected by the acknowledgment or acceptance by either party of
      any customer order, sales acknowledgment or other similar form from the
      other party.

                


        

      

      
        
          	 	 
	
                   
      7.13 

                	
                  General Provision. Neither Party shall
      assign any part or all of this Agreement except with the prior written
      consent of the other Party, which consent shall not be unreasonably
      withheld, conditioned or delayed; provided that either Party may assign
      this Agreement to an affiliate which controls, is controlled by, or is
      under common control with the assigning Party, or to any merger partner
      which acquired all or substantially all of the assets and business of the
      assigning Party. This Agreement will be binding upon, and will inure to
      the benefit of, the Parties and their respective successors and permitted
      assigns. This Agreement shall be governed by, and interpreted in
      accordance with, the applicable laws of the State of California. This
      Agreement (including any applicable tariffs, laws or regulations to which
      the Services are or may become subject and such notices or documents
      referenced herein or provided to the either Party during the term)
      represents the entire agreement between the Parties regarding the
      provision of the Services and, the Parties agree that same supersede all
      prior agreements, undertakings, representations and proposals, whether
      oral or written, and all other communications between them relating to the
      Services. Any provision (or part thereof) of this Agreement that is
      unenforceable at law will be ineffective to the extent of such
      unenforceability without invalidating the remaining provisions (or parts
      thereof) of this Agreement. No failure by either Party to exercise any
      right under this Agreement or to insist upon full compliance by the other
      Party with its obligations under this Agreement will constitute a waiver
      of any provision of this
Agreement.

                


        

      

       

      
        	
                
                

              


      

      
        	
                 
      

              	
                AGREED
      TO AND ACCEPTED BY: 

              


      

       

       

      
        
          
            
              
                	
                        Customer:
      Apextalk Inc.

                      	 	
                        Chunghwa
      Telecom Global, Inc.

                      
	 
      	 	 
      
	
                        By:  /s/  Tony Lee            

                      	 	
                        By:  /s/ Ming-Hsien
      Yang      12/08/2008

                      
	
                        (Authorized
      Signature & Date)

                      	 	
                        (Authorized
      Signature & Date)

                      
	 
      	 	 
      
	
                        Print
      Name & Title: Tony Lee,
      CEO

                      	 	
                        Print
      Name & Title: Ming-Hsien Yang
      CEO

                      


              

            

          

        

        


         

        
          
            
              
                
                  
                    
                      
                        
                          
                            	
                                    Primary
      Contact:  George Ma

                                  	 	
                                    CHT-G
      sales C\ontact

                                  
	 
      	 	 
      
	
                                    Phone:  415-957-1688

                                  	 	
                                    Phone:  (213)
      268-5361

                                  
	 	 	 
	
                                    E-Mail:  tony@timsintl.com

                                  	 	
                                    E-Mail:  peter.pan@chtglobal.com

                                  
	 
      	 	 
      


                          

                        

                      

                    

                  

                

              

            

          

        

        


        
          
             

          

          
             

            
              

            

          

          
             

          

        

      

       

      
         

        
           

          
            
              
                	
                        

                      	
                        Chunghwa
      Telecom Global, Inc.

                        5201
      Great America Pkwy, Ste.238

                        Santa
      Clara, CA 95054

                        Tel:
      1-408-988-1898

                        Fax:
      1-408-988-1368

                      


              

               

            

          

        

      

      Appendix
A: CHT-G Services

       

      Voice
Wholesale

      
        
          
            	
                    Country

                  	
                    Minutes
      per Month

                  	
                    Rate
      per Minute

                  
	 
      	 
      	 
      
	
                    -To
      be provided prior to turn-up of service -

                  
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      


          

        

      

       

       

       

       

       

      
        	
                1.  

              	
                Time
      Zone: PST/PDT

              
	2.
       	Billing
      Increment:
      E101/01                                                    o06/06               o30/06
	3.
       	Billing
      increment for  n/a  :                   o01/01               o06/06         o30/06
	4.
       	No
      off-peak, volume or other discounts applicable.
	5.
       	All
      calls are charged to 4 digits ($X.XXXX). Invoices will summarize all call
      charges in 2 digits ($X.XX).


      

      
        	
                6.  

              	
                CHT-G
      reserves the right to change the rates and conditions set forth in this
      Appendix A and rate tables at any time. CHT-G will give Customer at least
      five (5) days notice prior to any rate
  increases.

              


      

      
        	
                7.  

              	
                Other
      Rates and Charges: Any international cellular exchange or termination
      point that is not included on this Appendix A that is sent to CHT-G by
      Customer and which CHT-G is able to terminate, will be invoiced at a
      commercially reasonable rate.

              


      

      
        	
                8.  

              	
                Taxes:
      The rates in this Appendix A do not include any applicable federal, state,
      or local taxes. Unless Customer is exempt, Customer shall pay such taxes
      upon receipt of an itemized invoice. Such taxes, duties and charges shall
      be separately stated on the invoice and shall be paid directly to CHT-G at
      the same time as all other charges set forth on the invoice. If Customer
      claims any exemption from such taxes, it shall provide CHT-G with a valid
      tax exemption certificate or other evidence reasonable satisfactory to
      CHT-G that Customer is not subject to such taxes, duties or
      charges.