fs1a1ex10vi_apextalk.htm


     

    
EXHIBIT
10.6

     

    SERVICE
AGREEMENT

     

    THIS
SERVICE AGREEMENT (“AGREEMENT”) IS ENTERED INTO ON February 25nd, 2008

     

    JAMS Group LLC, a California
corporation (“Provider”), with its principal office located at Suite 6A, 2060
Hungtington Drive,  San Marino, CA, 91108

     

    ApexTalk Inc. a California
corporation (“Customer” ), with its principal office located at 113 10th st,
Oarland, CA 9460

     

    Contact
Person: Hong Wong

    Phone:
510-903-0900 

    Email:
hongwong@aztelusa.com

     

    Background

     

    
      	 
      	
              A.

            	
              Provider
      provides services identified on Exhibit(s) attached hereto and
      incorporated herein by this reference; and

            
	 
      	 
      	 
      
	 
      	
              B.

            	
              Customer
      desires to purchase and Provider desires to provide, upon the terms and
      conditions set forth in this agreement, services to
    Customer.

            


    

     

    Agreement

     

    NOW,
THEREFORE, intending to be legally bound, the parties agree as
follows:

     

    Business Provisions:

     

    
      	
              1.

            	
              Service
      Commencement Date. Beginning on
      or about the dates identified on Exhibit(s), Provider shall provide
      services to Customer at the rates and prices set forth in Exhibit(s).
      Customer acknowledges that the rate and prices set forth in Exhibit(s) is
      a preferential rate based on prompt payment on or before the Payment Due
      Date as identified on
Exhibit(s).

            


    


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    


    
      	 
      	
              The
      services to be provided are limited to those set forth in Exhibit(s).
      Rates and prices listed in Exhibit(s) are subject to increase if price
      amendment is signed by Customer.

            
	 
      	 
      
	
              2.

            	
              Period of Service.
      This agreement shall be effective and the parties’
      obligations shall commence upon the above date of service commencement by
      the parties and this Agreement shall continue (subject to Provider’s right
      to terminate this Agreement sooner, as provided in Sections 4 and 6) for a
      period of one year and service(s) identified on each exhibit shall
      individually continue for a period of one year. This Agreement will be
      automatically renewed on a quarterly basis after the expiration of the
      initial term or any subsequent term. If either party desires to cancel
      this Agreement upon the expiration of the initial term or any subsequent
      term, it shall give the other party written notice of its intent to cancel
      at least sixty (60) days prior to the expiration of the current term. This
      Agreement shall continue and remain in full force and effect until
      canceled by either party upon notice as provided
herein.

            
	 
      	 
      
	
              3.

            	
              Security. As a condition
      of the provider’s obligations hereunder to ensure the prompt payment of
      sums due hereunder. Customer shall furnish to Provider upon the execution
      of this Agreement, amount, as identified in Exhibit(s), in the form of
      cash, irrevocable and unconditional letter of credit, or such other
      security as may be acceptable to Provider. In the event of late payment or
      none payment, Provider may choose to terminate the services provided until
      the situation is resolved to the satisfaction of the Provider. In such an
      event, the deposit will be used to satisfy any unpaid
    balance.

            
	 
      	 
      
	
              General
      Provisions:

            
	 
      
	
              4.

            	
              Billing Cycle. Billing Cycle
      is identified in Exhibit A. Nothing herein shall be construed to
      constitute a waiver of Provider’s right to declare a default by Customer
      under this Agreement on account of such delinquency, to terminate this
      Agreement and to exercise any other rights under this Agreement or at law
      or in equity.

            
	 
      	 
      
	
              5.

            	
              Taxes. Upon the
      execution of this Agreement, Customer shall furnish Provider with a
      properly executed Certificate of Exemption for all foreign, federal,
      state, country and local taxes and fees (if any) and shall be responsible
      for the collection of all applicable end-user taxes and fees and the
      remittance of such taxes and fees to the relevant governmental
      authority.

            


    


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    


    
      	 	trouble-shooting
      of the transmission services described in this Agreement including any
      interruption of transmission service to Customer, its employees, agents
      and customers, except when caused by the gross negligence by the Provider
      or the
      intentional violations of any applicable law or governmental regulation by
      Provider.
	 	 
	
              12.

            	
              Regulation.
      This Agreement is make expressly subject to all present and
      future valid orders and regulations of any regulatory body having
      jurisdiction over the subject matter hereof and to the laws of the State
      of California, any of its states, or any foreign governmental agency
      having jurisdiction. In the event this Agreement, or any of its
      provisions, shall be found contrary to or in conflict with any such order,
      rule, regulations or law, this Agreement shall be deemed modified to the
      extent necessary to comply with any such order, rule, regulation or law
      and shall be modified in such a way as is consistent with the form, intent
      and purpose of this Agreement.

            
	 
      	 
      
	
              13.

            	
              No Agency. Neither
      party is authorized to act as an agent for, or legal representative
      of, the other party and neither party shall have the authority to assume
      or create any obligation on behalf of, in the name of, or binding upon the
      other party.

            
	 
      	 
      
	
              14.

            	
              Force Majeure. The parties’
      obligations under this Agreement are subject to, and neither party shall
      be liable for delays, failures to perform (except the payment of money by
      Customer), damages, losses or destruction, or malfunction of any equipment
      or any consequence thereof caused or occasioned by, or due to fire, flood,
      water, the elements, labor disputes or shortages, utility curtailments,
      power failures, explosions, civil disturbances, governmental actions,
      shortages of equipment for supplies, unavailability of transportation,
      acts or omissions of third parties, or any other cause beyond the party’s
      reasonable control. Customer shall not represent that Provider is
      responsible for the type or quality of Customer’s services to its
      customers.

            
	 
      	 
      
	
              15.

            	
              No Waiver. The
      failure of either party to enforce or insist upon compliance with
      any of the provisions of this Agreement or the waiver thereof, in any
      instance, shall not be construed as a general waiver or relinquishment of
      any other provision of this Agreement.

            
	 
      	 
      
	
              16.

            	
              Binding Effect. This
      Agreement shall be binding upon and Inure to the benefit of the
      parties hereto and their respective heirs, successors and assigns. Neither
      party shall voluntarily or by operation of law assign, transfer, license,
      or otherwise transfer all or any part of its right, duties or other
      interests in this Agreement or the proceeds thereof (collectively,
      “assignment”), without the other party’s prior written consent, which
      consent shall not be

            


    


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    


    
      	 
      	
              unreasonably
      withheld or delayed. Any attempt to make an Assignment in violation of
      this provision shall be null and void. Customer shall provide written
      notice to provider of any material change in ownership of Customer.
      Customer’s failure to comply with the assignment provisions, as contained
      in this paragraph, shall give Provider, at its sole discretion, the option
      to either accept Customer’s assignee or terminate this Agreement No
      assignment shall release Customer of it obligations
    hereunder.

            
	 
      	 
      
	
              17.

            	
              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.

            
	 
      	 
      
	
              18.

            	
              Merger. This
      Agreement (including its exhibits) supersedes and merges all prior
      agreements, promises, understandings, statements, representations,
      warranties, indemnities, and covenants and all inducements to the making
      of this Agreement relied upon by either party herein, whether written or
      oral, and embodies the parties’ complete and entire agreement with respect
      to the subject matter hereof. No statement or agreement, oral or written,
      made before the execution of this Agreement shall vary or modify the
      written terms hereof in any way whatsoever.

            
	 
      	 
      
	
              19.

            	
              Interpretation. The words and
      phrases used herein shall have the meaning generally understood in the
      telecommunications industry. This Agreement shall be construed in
      accordance with its fair meaning and not for or against either party on
      account of which party drafted this Agreement.

            
	 
      	 
      
	
              20.

            	
              Third party Beneficiaries/Parties in
      Interest.
      This Agreement has been make and is make solely for
      the benefit of the Provider and Customer and their respective successors
      and permitted assigns. Nothing in this Agreement is intended to confer any
      rights/remedies under or by reason of this Agreement on any third
      party.

            
	 
      	 
      
	
              21.

            	
              Severability. If
      any term or provision of this Agreement is determined to be
      illegal, unenforceable, or invalid in whole or in party for any reason,
      such illegal, unenforceable, or invalid provisions or part(s) thereof
      shall be stricken from this Agreement and such provision shall not affect
      the legality enforceability, or validity of the remainder of this
      Agreement. If any provision or part thereof of this Agreement is stricken
      in accordance with the provisions of this section, the stricken provision
      shall be replaced, or the extend possible, with a legal, enforceable, and
      valid provision that is as similar in tenor to the stricken provision as
      is legally possible. 

            


    


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    


    
      	
              22.

            	
              Representation of Authority.
      Each party represents and warrants to the other that
      the execution and delivery of this Agreement and the performance of such
      party’s obligations hereunder have been duly authorized and that the
      Agreement is a valid and legal agreement binding on such parties and
      enforceable in accordance with its terms.

            
	 
      	 
      
	
              23.

            	
              Further Assurances.
      The parties shall at their own cost and expense
      execute and deliver such further documents and instruments and shall take
      such other actions as may be reasonably required or appropriate to carry
      out the intent and purposes or this Agreement.

            
	 
      	 
      
	
              24.

            	
              Governing Law.
      This Agreement shall be in all respects, governed by
      and construed and enforced in accordance with the laws of the State of
      California, including all matters of construction, validity and
      performance. Any action to enforce or interpret the terms of this
      Agreement shall be instituted and maintained in the Superior Court of the
      State of California, Customer hereby consents to the jurisdiction of such
      court and waivers any objections to such jurisdiction. In any action or
      proceeding arising out of this Agreement, the party prevailing in such
      action shall be entitled to recover its reasonable attorney’s fees and
      costs.

            
	 
      	 
      
	
              25.

            	
              Counterparts. This
      Agreement may be executed in several counterparts, each of which shall
      constitute an original, but all of which shall constitute one and the same
      instrument.

            
	 
      	 
      
	
              26.

            	
              Quality Standards. Service
      shall be provided in accordance with generally accepted industry
      standards. Provider shall not be liable for any loss or damages sustained
      by reason of any failure or interruption of the service covered by this
      Agreement whether such loss or damage arises because breakdown of
      equipment or because of any other reason. Such failure or interruption of
      service provided by Provider shall be grounds for termination by customer
      to minimize service interruption to its customers. Termination in
      accordance with this provision shall be without liability or any further
      obligation to provider by Customer except for payment for services
      previously provided.

            
	 
      	 
      
	
              27.

            	
              Notices. All
      notices, demands, requests and other communications required or
      permitted hereunder shall be in writing and shall be deemed to be
      delivered when actually received by mail or fax, or, if earlier and
      regardless of whether actually received on the next business day following
      the date of acceptance by international courier service, duly addressed
      and with proper payment for delivery to the last known place of business
      of either party.

            


    


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    


    
      	
              28.

            	
              Exhibits.
      Terms and conditions in the exhibits supersede terms and
      conditions in the general agreement.

            
	 
      	 
      
	
              29.

            	
              Revisions.
      General contract and exhibits with higher revision supersede
      general contract and exhibits with lower revision number.

               

            


    

    IN
WITNESS WHEREOF, the parties have executed this Agreement as of the day and year
first written above

     

    
      	
              PROVIDER:

               

            	 
      	
              CUSTOMER:

            
	
              /s/ Andy Liao

            	 
      	
              /s/
      Hong Wong

            
	
              Signature

            	 
      	
              Signature

            
	 
      	 
      	 
      
	
              Andy
      Liao

            	 
      	
              Hong
      Wong

            
	
              Printed
      Name

            	 
      	
              Printed
      Name

            
	 
      	 
      	 
      
	
              VP
      Of Operation

            	 
      	
              General
      Manager

            
	
              Title

            	 
      	
              Title

            
	
               
      

               

            	 
      	 
      
	
              Date

            	 
      	
              Date

            


    


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    Exhibit
A

     

    This
Exhibit is incorporated into the Service Agreement between Provider and Customer
(the “Agreement”).

     

    
      	
              1.

            	
              Unless
      otherwise stated, capitalized terms used herein have the same meaning as
      set forth in the Agreement.

            
	 
      	 
      
	
              2.

            	
              Service: International
      Voice Call Termination Service

            
	 
      	 
      
	
              3.

            	
              Rate: As identified in
      Exhibit B. Any changes to rate and effective date will be sent by email to
      hongwong@aztelusa.com.

            
	 
      	 
      
	
              4.

            	
              Dial Code: As identified
      in Exhibit C. Any changes to dial code and effective date will be sent by
      email to hongwong@aztelusa.com.

            
	 
      	 
      
	
              5.

            	
              Billing Block: Initial 30
      seconds, thereafter 6 seconds. Unless otherwise specified in Exhibit
      B.

            
	 
      	 
      
	
              6.

            	
              Billing Cycle: Billing cycle is
      weekly. Provider shall submit invoice(s) to Customer on Monday of each
      billing cycle, converting charges for the previous billing
      cycle.

            
	 
      	 
      
	
              7.

            	
              Payment Due Date:
      Customer shall submit payment within 5 calendar days upon receiving
      invoice.

            
	 
      	 
      
	
              8.

            	
              Security:
      None

            
	 
      	 
      
	
              9.

            	
              Deposit: Customer shall
      provide deposit of Ten-Thousand Dollars USD ($10000 USD) to provider in
      form of cash by wire transfer to Provider’ s designated account. Provider
      has sole discretion to increase or decrease the deposit requirement, based
      on Customer’ s usage. Provider has sole discretion to suspend service
      until deposit requirement is met by Customer. Upon termination of this
      agreement, provider shall refund deposit to customer in form of cash by
      wire transfer to Customer s designated
account.

            


    


    
      
         


      

      
        7

        
          

        

      

      
         


      

    


     

     

    Exhibit
B

     

    South
Korea land line (exclude mobile) - $0.0135 per minute. Billing block by initial
6 seconds, thereafter 6 seconds.

     

     

     

    
 

    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    Exhibit
C

    


    
      	
              Korea,
      South - Mobile

            	 
      	
              821

            
	
              Korea,
      South - Mobile

            	 
      	
              8250

            
	
              Korea,
      South - Seoul

            	 
      	
              8220

            
	
              Korea,
      South - Seoul

            	 
      	
              8221

            
	
              Korea,
      South - Seoul

            	 
      	
              8222

            
	
              Korea,
      South - Seoul

            	 
      	
              8223

            
	
              Korea,
      South - Seoul

            	 
      	
              8224

            
	
              Korea,
      South - Seoul

            	 
      	
              8225

            
	
              Korea,
      South - Seoul

            	 
      	
              8226

            
	
              Korea,
      South - Seoul

            	 
      	
              8227

            
	
              Korea,
      South - Seoul

            	 
      	
              8228

            
	
              Korea,
      South - Seoul

            	 
      	
              8229

            
	
              Korea,
      South

            	 
      	
              82

            


    

    
 

     

     

    9