PLEASE READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY BEFORE YOU SIGN UP FOR THE NETMYNE COMMERCE SERVICES.

BY INDICATING YOUR ACCEPTANCE OF THE TERMS AND CONDITIONS CONTAINED HEREOF, YOU ARE DEEMED TO ACKNOWLEDGE AND AGREE TO BE BOUND BY ALL THE FOLLOWING TERMS AND CONDITIONS FOR THE USE OF THE NETMYNE COMMERCE SERVCIES AS PROVIDED BY TM NET SDN. BHD. WHICH IS INVOLVED IN THE PROVISION OF MULTIMEDIA PRODUCTS AND SERVICES.

TM NET SDN. BHD. RESERVES THE RIGHT TO UPDATE OR REVISE THE TERMS AND CONDITIONS FROM TIME TO TIME WITHOUT GIVING PRIOR NOTICE TO YOU. PLEASE REFER TO THE TERMS AND CONDITIONS PERIODICALLY FOR CHANGES.

CONTINUATION IN THE ACCESS, OR USE OF THE SERVICE SIGNIFIES ACCEPTANCE OF THE CHANGES.

Description

The Terms and Conditions contained herein shall govern the subscription and use of the Netmyne Commerce Services (hereinafter referred to as "Services") and shall form an integral part of the Agreement between TM Net and the Merchant.

The Merchant hereby acknowledges that he has read and received a copy of this Terms and Conditions and the Terms and Conditions shall be in force upon the approval and acceptance of the Merchant's application by TM Net Sdn Bhd (hereinafter referred to as "TM Net").

Definitions

"Agreement" means the completed application form including its attachment (if any) and the terms and conditions stated herein.

"Merchant" means the person whose name and address appears in the application form, who have agreed to subscribe to the Services.

"Customer" refers to the customer of Merchant's On-Line Site.

"Services" means the TM Net's Netmyne Commerce facility-enabling Merchant to do business online and transact with the Customer on World Wide Web.

"Initial Term" means the period of 1 (one) year of subscription for the Services applied by the Merchant, commencing from the Effective Date.

"Effective Date" means the date upon approval and acceptance of the Merchant's application by TM Net and upon commissioning of the Services.

"One Time Registration Fees" means the charges which are payable once by the Merchant to TM Net throughout the s Subscription Term for the initial set-up of the Services.

" Subscription Term" means the period of the Subscription of the Services, including the initial Term and/or any extension thereof.

"Subscription Fees" means certain amount of money payable by Merchant to TM Net on an annual basis as defined by TM Net, for the ongoing Services provided.

"Transaction Fees" means certain amount of money payable by Merchant to TM Net on per transaction basis, for any successful online credit card transaction through Merchant's On-Line Site.

"On-Line Site" shall mean Merchant's site on the World Wide Web through which Merchant conducts electronic commerce.

"SSL Server ID Certificate" means upon installation, SSL will be activated, creating a secure communication channel between Merchant's site and Customer's browser.

Words and expressions denoting the singular include plural numbers and word and expressions denoting the plural shall include the singular number unless the context otherwise require. Words denoting natural persons include bodies corporate, partnerships, sole proprietorship, joint ventures and trusts.

The expression "him" or any other expressions appear herein shall be deemed to include the masculine, feminine, plural thereof where the context so admits.

1.Scope of Services

1.1 Procedures

(a) Initiating the Services

Upon submission of the application form together with all the required documents to TM Net, TM Net will process the Merchant's application. Upon acceptance and approval of the Merchant's application together with payment by Merchant of the applicable fees to TM Net, TM Net will provide the Services to Merchant.

b) Merchant Identification and Authorization

TM Net will assign Merchant Username for identification purposes, and a Merchant Password for authorization purposes.

(c) Banking or Payment and Shipping Services

TM Net shall provide integrated services to the Merchant, which include banking or payment and logistic services. The Merchant shall have an option to choose the listed banking or payment and logistic services. Notwithstanding, the Merchants shall make independent contractual arrangement with the respective bank and/or the logistic companies and TM Net shall bear no responsibilities with respect to the provision of the service including but not limited to execution of such agreement and/or any settlement of disputes.

(d) SSL Server ID Certificate

Merchant shall have an option to secure their On-Line Site by applying SSL Server ID Certificate to the site. TM Net is responsible to help Merchant to apply the certificate from Certificate Authority. Notwithstanding, the merchants shall make independent contractual arrangement with the respective Certificate Authority and TM Net shall bear no responsibilities with respect to the provision of the service except if the Merchant's On-Line Site is hosted in TM Net.

1.2 Scope.

(a) No responsibility on Customer's Orders and Card verification

TM Net does not perform any payment collection services, which are Merchant's and/or Merchant's bank or credit card processor's sole responsibility. TM Net shall have no liability to Merchant or its Customers for TM Net's refusal to process any order for whatsoever reason, including where Merchant's credit card processor notifies TM Net of a problem with a Customer's credit card account.

TM Net may provide technical support to Merchant with respect to the Services, as reasonably required by Merchant subject to associated charges as determined by TM Net.

(c) Sales Tax

(d) Other Features

(e) Changes in Services

The services described herein may be supplemented or modified during the term of this Agreement by TM Net, with notice of the said modification to the Merchant. In that regard, Merchant agrees to provide TM Net with such additional information as TM Net may reasonably request and to otherwise cooperate with TM Net in implementing such supplemented or modified services.

2. Fees and Payment Terms

2.1 (A) Fees Payable to Telekom Malaysia

Merchant shall pay TM Net the following fees under this Agreement:

(i) One- time Registration Fees
(ii) Annual Subscription fees

Merchant will be required to pay the above-mentioned fees in advance.

2.2. Changes to Fees

TM Net shall have the right to revise any of the fees mentioned in Clause 2.1(A) from time to time, and will notify Merchant of such changes before the beginning of Merchant's next applicable billing cycle. Such revised fees will take effect during Merchant's next applicable billing cycle.

2.3. Billing and Payments

The Subscription Fees and the Transaction Fees for the subsequent Subscription Term shall be billed by TM Net to Merchant in accordance to the subscription term as mentioned in Clause 8.1. Such amounts are due and payable to TM Net within fourteen (14) days from the date of such bills. In the event such amount or any part thereof remains unpaid after the due date, TM Net reserves the right to charge interest on the sum that remain unpaid as aforesaid at the rate specified in TM Net's bill from the due date to the date of settlement. All payments received from the Merchant will not be refunded.

3. Obligations of Merchant

3.1. Merchant represents and warrants that it will abide by the following business practices throughout the term of this Agreement:

(a) To offer for sale through its On-Line Site only products and services that are available for delivery in the normal course of Merchant's business, based upon the type of product or service being offered.

(b) To refrain from offering any product for sale at a price lower than that at which it intends to sell such product.

(c) To offer products for sale only if Merchant has legitimate rights to market and sell such products.

(d) Merchant shall respond to each Customer inquiries no later than the end of the next business day following the day the customer inquiry is delivered to the merchant by email, fax, telephone, or other means.

3.2 The Merchant shall:

a. be solely responsible for the content of the Web Site;

b. comply with all notices or instructions given by TM Net from time to time in respect of the use of the Services;

c. be solely responsible for obtaining, at its own costs, all licenses, permits, consents, approvals and intellectual property or other rights as may be required for using the Services;

d. be solely responsible for all information retrieved, stored and transmitted by the Merchant through the Services;

e. be solely responsible for shipment or delivery of the goods to the Customer.

3.3 The Merchant is responsible for and must provide all telephone, computer, hardware and software equipment and other materials necessary to access the Services. TM Net makes no representations, warranties or assurances that the Merchant's equipment will be compatible with the Services.

3.4 Merchant may only use the Services for lawful purpose. Transmission of any material in violation of any international, Federal, State or Local regulation is prohibited. This includes, but is not limited to copyrighted material, material legally judged to be threatening or obscene, pornographic, profane, or material protected by trade secrets. This also includes links or any connection to such materials. Merchant also warrants that it has the right to use any applicable trademarks, which are featured in its Web Site.

4. Foreign Trade by Merchant

Merchant agrees that it will not export or re-export any of the products or services that it lists for sale through its On-Line Site without the appropriate government and foreign government licenses and will comply with all applicable export control laws.

5. Indemnification by Merchant

Merchant agrees to defend, indemnify and hold harmless TM Net, its officers, directors, stockholders, employees, agents and representatives, and the successors, heirs and assigns of the foregoing, from and against any and all claims, demands, actions, causes of action, suits, proceedings, losses, damages, costs and expenses incurred arising out of or in connection with this Terms and Conditions, any obligation or representation and warranty of Merchant hereunder, or Merchant's On-Line Site, including without limitation (a) the provision by Merchant of, or the use or possession by any Customer or any person acquiring from any Customer of, Merchant's products or services, or any act, error or omission of Merchant in connection therewith, (b) product liability claims, including but not limited to any claim arising out of or relating to a Customer's downloading of any product or service of Merchant's from Merchant's On-Line Site (c) claims arising from or alleging inaccurate or incomplete information contained in Merchant's On-Line Site or that any such information infringes the intellectual property rights of any third party, (d) claims that any of Merchant's products infringe any intellectual property rights of any third party, (e) damages arising from any violation by Merchant of its export control obligations hereunder, (f) damages arising from any violation of any applicable law or regulation, (g) any libel, invasion of privacy, or similar claims or (h) any other violation of rights of any third party not otherwise set forth in this Clause.

6. Limitation of Liability

EXCEPT AS PROVIDED HEREIN, TM NET MAKES NO EXPRESS OR IMPLIED WARRANTY WITH RESPECT TO THE SERVICES PROVIDED HEREUNDER, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL TM NET BE LIABLE TO MERCHANT FOR CONSEQUENTIAL, EXEMPLARY, INDIRECT, INCIDENTAL OR SPECIAL DAMAGES, INCLUDING BUT NOT LIMITED TO ANY LOST PROFITS, SAVINGS OR REVENUES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER UNDER TORT, CONTRACT OR OTHER THEORIES OF RECOVERY, INCLUDING WITHOUT LIMITATION AS A RESULT OF INOPERABILITY OR MALFUNCTION OF THE SERVICES, ANY SOFTWARE, ANY DELAY IN THE CORRECTION OR REPAIR OF THE SERVICES OR OF ANY SOFTWARE MALFUNCTION.

7. Term and Termination

7.1 Term

This Agreement shall be effective commencing on the date accepted by TM Net (the "Effective Date") for a period of 1 (one) year and shall be automatically renewed thereafter for the subsequent period, unless earlier terminated in accordance with Clause 8.2.

7.2. Termination

(a) TM Net may terminate this Agreement for breach by providing the Merchant with written notice of the breach. The Merchant shall have fourteen (14) days to cure such breach. In event that the breach is not cured within such period, TM Net may terminate this Agreement by a written notice to the Merchant.

(b) TM Net may terminate this Agreement at any time after the Initial Term by providing Merchant with written notice; fourteen (14) days prior to the commencement of any automatic renewal period as referenced in Clause 8.1 above.

(c) Merchant may terminate the Services by giving at least fourteen (14) days written notice to TM Net and such notice shall include Merchant's name, On-Line Site name, Merchant Username and Password. TM Net will terminate the Services within five (5) days of receipt of notice. Merchant will be responsible for the payment of any fees accrued through the date of termination. No fees already paid to TM Net will be refunded.

(d) In addition to any other remedies available to TM Net under this Agreement, TM Net reserves the right, in its sole discretion, to terminate the Services if any payment remains past due for more than fourteen (14) days and such payment is not received by TM Net within fourteen (14) days of TM Net's notice to Merchant of the past due amount.

(e) TM Net shall terminate the Services if the merchant products or services do not meet acceptable standards of decorum or contain any material that infringe any proprietary right or is libelous or slanderous, is misleading or is otherwise in violation of law or regulation or otherwise inappropriate.

(f) If at any time TM Net shall be unable or not agreeable to obtain or maintain any licenses, easement or permission required for the purpose of building or maintaining the Services, TM Net may, by notice in writing for the said purpose, terminate this Agreement and the Merchant shall not be entitled to claim any payment or compensation

8. Consequences of Termination

Upon any termination of this Agreement, TM Net shall promptly discontinue providing the Services to Merchant. All provisions regarding indemnification, warranty, liability and limits thereon, and confidentiality and/or protection of proprietary rights and trade secrets shall survive indefinitely or until the expiration of any time period specified elsewhere in this Agreement with respect to the provision in question, and termination of this Agreement shall not relieve Merchant of its obligations to pay accrued fees. In no event shall TM Net be required to refund any fees paid under this Agreement.

(a) TM Net shall not be responsible in assuring confidentiality of the information and materials transmitted via the Services. Any transmission of confidential information via the Services shall be at the Merchant's own risk and TM Net shall not be held liable.

(b) Except with the prior written consent of TM Net, the Merchant shall not at any time communicate to any person any confidential information disclosed to him for the purpose of the provision of the Services or discovered by him in the course of the provision and performance of the Services.

(c) TM Net has no obligation to monitor the Web Site. However the Merchant agrees that TM Net has the right to monitor the Web Site electronically from time to time and to disclose any information as necessary to satisfy any law, regulation or other governmental request in order to operate the Services properly, or to protect itself or its customers. TM Net will not intentionally monitor or disclose any private electronic-mail message unless required by law. TM Net reserves the right to refuse to post or to remove any information or materials, in whole or in part, that in its sole discretion, are unacceptable, undesirable, or in violation of this Terms and Conditions.

10. Compliance with Applicable Laws

The Merchant shall comply with and not to contravene all applicable laws of Malaysia relating to the Services including but not limited to Communication and Multimedia Act 1998 and its subsidiary legislation, other Acts of Parliament, local by- laws, rules and regulations issued by relevant Government Bodies and/or Authorities.

11. Severability

If at any time any provision, condition or term stipulated in this Agreement is or becomes illegal, void, invalid, prohibited or unenforceable in any respect, the same shall be ineffective to the extent of such illegality, invalidity, prohibition or unenforceability without invalidating in any manner the remaining provisions thereof.

12. Force Majeure

TM Net shall not be liable for its breach in any of the terms and conditions of this Agreement arising from the natural disaster, rebellion or civil commotion, war or military operation, emergency, government action, any industrial action, fire, lightning, explosion, flood, heavy or inclement weather, acts or deeds of person or group not commissioned by TM Net or other causes of its kind or otherwise beyond the control or power of TM Net.

13. Amendments or Variations

TM Net reserves the right to add, delete or amend any of these Terms and Conditions at any time and the Merchant will be informed of the said additions, deletions or amendments by way of written notice by TM Net.

14. Waiver

Any failure, delay or indulgence of TM Net to enforce any terms, conditions or provisions of this Agreement shall not be construed as a waiver of any of TM Ne's right or as affecting the legality or validity of all or any part of this Agreement or the right of TM Net to take action later.

15. Notice

Any notice which may be given or forwarded to the Merchant under this Agreement shall be deemed to be properly delivered if it is left at the MerchantÕs premises at the address as stated in the application form or if it is sent by ordinary post to the address stated in the application form or any other last known address of the Merchant.

Any notice to be given to TM Net by the Merchant shall be sent by registered post or legible facsimile to be followed by confirmation in writing to the address and number as stated below or any other address that may be informed by TM Net to the Merchant from time to time:

Marketing and Sales,
Commerce & Application Services,
TM Net Sdn Bhd,
20th floor, Wisma Telekom Semarak,
Jalan Raja Muda Abdul Aziz,
50300 Kuala Lumpur.

16. Assignment

Save and except with the prior written consent of TM Net, the Merchant shall not assign or transfer to any person, any interest or benefits obtained from the Services. TM Net may assign or novate this Agreement or any part thereof to any body corporate which is a subsidiary of TM Net and consent for the abovementioned is hereby given by the Merchant.

17. Binding on Successors

This Agreement is binding upon the successors, executors, administrators, and personal representatives and assign of the Merchant and upon the substitute and assigns of
TM Net.

18. Solicitors Fees and Costs

If the fees, charges, damages or any other monies due hereunder by the Merchant to TM Net shall be required to be recovered through any process of law, or if the said monies or any part thereof shall be placed in the hands of solicitors for collection, the Merchant shall pay (in addition to the said monies) TM Net's solicitors fees (on a solicitor and client basis) and any other fees or expenses incurred in respect of such collection. The Merchant will bear the costs for stamping this Agreement

19. Time

Time shall be the essence of this Agreement.

20. Recourse

If the Merchant is dissatisfied with the Services, or with any terms, conditions, rules, policies, guidelines or practices of TM Net in operating the Services, the Merchant's sole and exclusive remedy is to discontinue using the Services.

21. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of Malaysia and the parties agree to submit to the exclusive jurisdiction of the courts of Malaysia for the purpose of hearing and determining any dispute arising out of this Agreement.