CONTRACTS

IPv4 Trading Platform Service Agreement

THIS AGREEMENT made as of the date (Effective Date”) that the Buyer places the online order (“Order”) on the website (www.laruscloudservice.net) (“Website”) of LARUS Cloud Service Limited.

Please read this Agreement carefully before clicking the "I Agree" button. By clicking the "I Agree" button, you are agreeing to be bound by the terms and conditions of this Agreement.

Here in after you / your company will be referred to as the Buyer ("Buyer") and LARUS Cloud Service Limited will be referred to as LARUS (“LARUS”).

Each referred to in this Agreement as a “Party” and collectively as the “Parties”.

WHEREAS, Buyer wishes to obtain the desired IPv4 numbers (“IPv4 Numbers”) on LARUS’s online trading platform (“Trading Platform”) and buy the corresponding seller’s rights from the seller(s) (“Seller”) on the terms and conditions set forth herein; and

NOW THEREFORE, in consideration of the mutual promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Buyer and LARUS hereby agree as follows:

1.0 Term:

The “Term” of this Agreement shall begin on the Effective Date and shall terminate upon (1) the successful completion of the Closing; or (2) beyond 3 months after the Effective Date, if there is no Closing, and sale and/or transfer of the IPv4 Numbers in progress, either Party serving 7-day notice of the termination.

2.0 LARUS’S OBLIGATIONS

2.1 Trading Platform: LARUS provides the Trading Platform for the Buyer to solicit the IPv4 Numbers from the Seller(s) during the Term of this Agreement. LARUS will use good faith and commercially reasonable efforts to facilitate a sale of the IPv4 Numbers. Transfer of IPv4 Numbers may require approval by Regional Internet Registry(s) (“RIR”).

2.2 Independent Contractor:LARUS is not the legal agent of Buyer and has no authority to make any representations on behalf of Buyer or to incur any obligation or liability binding upon Buyer. LARUS is an independent contractor; no principal-agent relationship is established under this Agreement. Only the Seller is authorized to execute any sale or other conveyance agreement transferring any right, title or interest of Seller in all or any part of the IPv4 Numbers to the Buyer.

2.3 LARUS Warranties:LARUS warrants that (i) it is a limited liability corporation duly organized and validly existing and in good standing under the laws of Hong Kong SAR and (ii) has the requisite power and authority to enter into, deliver and perform its obligations pursuant to this Agreement, and is qualified to do business as contemplated by this Agreement.

2.4 EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN SECTIONS 2 AND 3, NONE OF THE PARTIES, OR ANY EMPLOYEE, OFFICER, DIRECTOR, ACCOUNTANT, FINANCIAL, LEGAL OR OTHER REPRESENTATIVE OF THE PARTIES HAS MADE ANY, AND THERE IS NO, REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE IPv4 NUMBERS (INCLUDING ANY REPRESENTATION OR WARRANTY AS TO THE CONDITION, MERCHANTABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR TITLE OF ANY OF THE IPv4 NUMBERS).

3.0 BUYER’S RIGHTS AND OBLIGATIONS

3.1 Refund: In the case this Agreement is terminated and no sale of the IPv4 Numbers has occurred, LARUS will refund the money, if any, which has already been paid by the Buyer as a form of deposit for buying the IPv4 Numbers.

3.2 Buyer’s Obligations: Buyer, in good faith, agrees to use best endeavors to cooperate with LARUS and the Seller in bringing about a sale or other conveyance of the IPv4 Numbers. Buyer shall provide to LARUS and the Seller all relevant information, take necessary actions, and execute relevant document and/or agreements, in order to enable a successful purchase and transfer of the IPv4 Numbers.

3.3 Tax Liabilities: Buyer agrees to consult its own tax advisor regarding the tax consequences, of the sale or other transfer of the IPv4 Numbers. Buyer acknowledges that LARUS's participation in such sale or other transfer is solely as a facilitator and not as a seller, buyer, retailer, wholesaler or vendor. Accordingly, LARUS makes no representations and assumes no responsibility for the potential tax liabilities of Buyer that may arise from the sale or other transfer of the IPv4 Numbers, including sales and use tax collection and remittance obligations, if any.

4.0 TRANSACTION

4.1 Price and Other Costs: Buyer agrees to pay to LARUS the purchase price (“Price”) and the fee (“Fees”) as specified in the Order, stated on the Website and/or as agreed by both Parties as specified for the IPv4 Numbers in consideration of the sale or other conveyance of IPv4 Numbers to Buyer and incidental costs, if any, related to the sale, transfer and transaction of the IPv4 Numbers.

4.2 Closing Procedures: Closing shall take place according to the following closing procedures ("Closing"):

(i) Seller and Buyer shall complete and sign the RIR’s transfer agreement (“Transfer Agreement”) and the assignment of assets document.

(ii) Seller shall initiate transfer of the IPv4 Numbers into the RIR account designated by the Buyer by submitting to such RIR the necessary transfer request.

(iii) Seller will only transfer the IPv4 Numbers to receiving party specified in the Transfer Agreement.

(iv) Seller and Buyer shall cooperate with the RIR in a timely manner to successfully complete transfer of the IPv4 Numbers.

(v) Buyer shall deposit the Price into Larus’s account at least forty-eight (48) hours before the transfer of the IPv4 Numbers starts. The Seller will submit to the RIR the Transfer Agreement and process and complete the transfer.

5.0 CONFIDENTIALITY

5.1 Parties agree that, for a period of three (3) years from the date of disclosure, Disclosure of Confidential Information will be limited to Buyer’s and LARUS’s directors, officers, partners, members and/or employees having a need to know and shall not be disclosed to any third party (whether an individual, corporation, or other entity) without prior written consent. Exceptions exist if the information was (a) in the public domain at the time it was disclosed, (b) entered the public domain after disclosure, through no fault of a receiving Party, or (c) was communicated to the receiving Party by a third party who was free of any obligation of confidentiality. “Confidential Information” shall mean:

(i) LARUS Confidential Information: LARUS’s business methods, policies, procedures, techniques, research or development projects, results, past sales information, and financial information;

(ii) Buyer Confidential Information: Buyer’s business methods, policies, procedures, techniques, research or development projects, results, past sales information, financial information; and

(iii) Other Confidential Information: Any information in tangible form and labeled as “Confidential”, or, if disclosed orally or visually, identified as “Confidential” at the time of the disclosure and confirmed in writing to the other Party within thirty (30) days of disclosure, bearing a specific reference to the date, time, and information disclosed.

5.2 Non-Disclosure: Each Party hereby agrees not to disclose the terms and conditions of this Agreement, unless agreed otherwise in any further written agreement.

6.0 GENERAL PROVISIONS

6.1 Limitation of Liability:

(i) Although LARUS will endeavor to maintain the correctness of the information on the Trading Platform, Buyer will not hold LARUS responsible for other users' content, actions or inactions, or items they list or their destruction of allegedly fake items. Buyer acknowledges that the Trading Platform is not a traditional brokerage service. Instead, the Trading Platform is a venue to allow anyone to offer, sell, and buy IPv4 numbers, in a variety of pricings, formats and other specifics. Larus have no control over and do not guarantee the quality, safety or legality of items listed, the truth or accuracy of users' content or listings, the ability of sellers to sell items, the ability of buyers to pay for items, or that a buyer or seller will actually complete a transaction or return an item.

(ii) LARUS do not transfer legal ownership of the IPv4 Numbers from the Seller to the Buyer. Unless the Buyer and the Seller agree otherwise, the Buyer will become the lawful owner upon receipt of the IPv4 Numbers from the Seller. Further, LARUS cannot guarantee continuous or secure access to the services, and operation of the Trading Platform may be interfered with by numerous factors outside of LARUS’s control.

(iii) Notwithstanding any other provisions in this Agreement, the aggregate cumulative liability of LARUS for all claims whatsoever arising out of or in connection with this Agreement or the service provided hereunder shall be limited to one hundred percent (100%) of the amount of the Fees paid by Buyer to LARUS for the service under this Agreement. The foregoing liability limitation is cumulative and not per incident.

(iv) LARUS is not liable to Buyer for any indirect, consequential, collateral, special, punitive or incidental loss or damage suffered or incurred by Buyer in connection with this Agreement whether during or after the Term of this Agreement and regardless of the form in which any legal or equitable action may be brought (whether in tort, contract, strict liability or otherwise). For the purposes of this Agreement, indirect or consequential loss or damage includes, without limitation, loss of revenue, loss of profit, anticipated savings or business, loss of data or goodwill, loss of use or value of any equipment or software, costs of procuring substitute goods or services, claims of third parties, and all associated and incidental costs and expenses, in each case to the extent that such losses are indirect and not direct.

(v) LARUS is not liable to Buyer in contract, tort or otherwise in respect of claims brought by any third party.

6.2 Independent Contractor:It is the express intent of the Parties that LARUS is an independent contractor and not an employee, agent, joint venturer or partner of the Buyer. Nothing in this Agreement shall be interpreted or construed as creating the relationship of employer and employee between the Buyer and LARUS and/or LARUS’s employees or agents.

6.3 Taxes:

(i) All payments made to LARUS shall be in the currency of United States and shall be made without deductions based on any currency control restrictions, import duties, sales tax, value added tax, corporate income tax, personal income tax or other tax or withholdings which may be imposed on or in respect of the service provided by LARUS hereunder.

(ii) In the event that LARUS or its employees are subject to any local taxes in Buyer’s country, Buyer shall file the tax returns promptly and pay such taxes on behalf of LARUS, and shall pay such additional amounts to LARUS as may be necessary so that the amount received by LARUS after such tax payment or withholding and after payments of any additional taxes or charges due as a consequence of the payment of such additional amounts, shall equal the amount that would have been received if such deductions or withholdings were not required. In the case that Buyer pays local taxes on behalf of LARUS, Buyer shall send LARUS certified copies of the tax receipts within 14 days.

6.4 Assignment:This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, but neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto without the prior written consent of the other Party; provided, however, that either Party may, without such consent, assign this Agreement and its rights and obligations hereunder in connection with the transfer or sale of all or substantially all of its business or assets, or in the event of its merger, consolidation, change in control or other similar transaction.

6.5 Termination:After the Term, unless otherwise agreed by both Parties, this Agreement will be terminated. Upon any expiration or termination of this Agreement, the appropriate dated provisions shall survive.

6.6 Due Authority: Each individual signing this Agreement warrants and represents to the other Party that he or she has the authority to execute this Agreement on such Party’s behalf and to bind such Party to the terms of the Agreement.

6.7 Force Majeure: Neither Party shall be liable in damages or have the right to terminate this Agreement for any delay or default in performing hereunder if such delay or default is caused by conditions beyond its control including, but not limited to Acts of God, Government restrictions, wars, insurrections and/or any other cause beyond the reasonable control of the Party whose performance is affected.

6.8 Choice of Law:This Agreement shall be governed by and interpreted in accordance with the laws of the Hong Kong SAR. The Parties hereby agree to make their best efforts to reach an amicable settlement, provided that the Parties have failed to seek such amicable solution hence then either Party may refer the dispute to court and for this purpose, the Parties hereby choose as their domicile, the Hong Kong International Arbitration Center.

6.9 Severability:In the event any term or provision of this Agreement shall be determined by a court of competent jurisdiction to be illegal, invalid or unenforceable for any reason whatsoever, that provision shall be severed from this Agreement and shall not affect the validity of the remainder of the Agreement.

IPv4 Trading Platform Service Agreement

THIS AGREEMENT made as of the date (Effective Date”) that the Buyer places the online order (“Order”) on the website (www.laruscloudservice.net) (“Website”) of LARUS Cloud Service Limited.

Please read this Agreement carefully before clicking the "I Agree" button. By clicking the "I Agree" button, you are agreeing to be bound by the terms and conditions of this Agreement.

Here in after you / your company will be referred to as the Buyer ("Buyer") and LARUS Cloud Service Limited will be referred to as LARUS (“LARUS”).

Each referred to in this Agreement as a “Party” and collectively as the “Parties”.

WHEREAS, Buyer wishes to engage and appoint LARUS with the right to find a seller(s) (“Seller”) to sell Seller’s rights in the IPv4 numbers (“IPv4 Numbers”) as specified in the Order on the terms and conditions set forth herein; and

NOW THEREFORE, in consideration of the mutual promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Buyer and LARUS hereby agree as follows:

1.0 Term:

The “Term” of this Agreement shall begin on the Effective Date and shall terminate upon (1) the successful completion of the Closing; or (2) 3 months after the Effective Date, if there is no Closing, and sale and/or transfer of the IPv4 Numbers in progress.

2.0 LARUS’S OBLIGATIONS

2.1 Appointment: Buyer grants LARUS the right to solicit Seller(s) during the Term of this Agreement to sell IPv4 Numbers on terms acceptable to the Buyer. LARUS will use good faith and commercially reasonable efforts to facilitate a sale of the IPv4 Numbers.

2.2 Independent Contractor:LARUS is not the legal agent of Buyer and has no authority to make any representations on behalf of Buyer or to incur any obligation or liability binding upon Buyer. LARUS is an independent contractor; no principal-agent relationship is established under this Agreement. Only the Seller is authorized to execute any sale or other conveyance agreement transferring any right, title or interest of Seller in all or any part of the IPv4 Numbers to the Buyer.

2.3 LARUS Warranties:LARUS warrants that (i) it is a limited liability corporation duly organized and validly existing and in good standing under the laws of Hong Kong SAR and (ii) has the requisite power and authority to enter into, deliver and perform its obligations pursuant to this Agreement, and is qualified to do business as contemplated by this Agreement.

2.4 EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN SECTIONS 2 AND 3, NONE OF THE PARTIES, OR ANY EMPLOYEE, OFFICER, DIRECTOR, ACCOUNTANT, FINANCIAL, LEGAL OR OTHER REPRESENTATIVE OF THE PARTIES HAS MADE ANY, AND THERE IS NO, REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE IPv4 NUMBERS (INCLUDING ANY REPRESENTATION OR WARRANTY AS TO THE CONDITION, MERCHANTABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR TITLE OF ANY OF THE IPv4 NUMBERS).

3.0 BUYER’S RIGHTS AND OBLIGATIONS

3.1 Exclusivity: Buyer will engage LARUS as its exclusive broker with the right to find a seller(s) to sell Seller’s rights to the IPv4 Numbers. Buyer agrees not to employ during the Term any third-party broker, other than LARUS, for buying the IPv4 Numbers.

3.2 Unavailability of IPv4 Numbers: In the case that LARUS cannot find the IPv4 Numbers before the end of the Term of this Agreement, LARUS will offer a lease service of IPv4 addresses in the same amount of the IPv4 Numbers to the Buyer for free for one year.

3.3 Refund: In the case that LARUS cannot find the IPv4 Numbers before the end of the Term of this Agreement, Buyer can either: (1) request LARUS to refund the money already paid by the Buyer as a form of deposit (“Deposit”) for the sale of the IPv4 Numbers in this Agreement; or (2) request a one-year lease service of IPv4 addresses in the same amount of the IPv4 Numbers from LARUS in lieu of the paid Deposit of which the lease service will start after the end of the one-year lease service stated in Provision 3.2.

3.4 Buyer’s Obligations:Buyer, in good faith, agrees to use best endeavors to cooperate with LARUS and the Seller in bringing about a sale or other conveyance of the IPv4 Numbers. Buyer shall provide to LARUS and the Seller all relevant information, take necessary actions, and execute relevant document and/or agreements, in order to enable a successful purchase and transfer of the IPv4 Numbers.

3.5 Tax Liabilities:Buyer agrees to consult its own tax advisor regarding the tax consequences, of the sale or other transfer of the IPv4 Numbers. Buyer acknowledges that LARUS's participation in such sale or other transfer is solely as a facilitator and not as a seller, buyer, retailer, wholesaler or vendor. Accordingly, LARUS makes no representations and assumes no responsibility for the potential tax liabilities of Buyer that may arise from the sale or other transfer of the IPv4 Numbers, including sales and use tax collection and remittance obligations, if any.

4.0 TRANSACTION

4.1 Price and Other Costs: Buyer agrees to pay to LARUS, the Deposit, the purchase price (“Price”) of the IPv4 Numbers and the fee (“Fees”) as specified in the Order, stated on the Website and/or as agreed by both Parties as specified for the IPv4 Numbers in consideration of the sale or other conveyance of IPv4 Numbers to Buyer and incidental costs, if any, related to the sale, transfer and transaction of the IPv4 Numbers.

4.2 Closing Procedures: If the IPv4 Numbers are found, the closing shall take place according to the following closing procedures ("Closing"):

(i) Seller and Buyer shall complete and sign the RIR’s transfer agreement (“Transfer Agreement”) and the assignment of assets document.

(ii) Seller shall initiate transfer of the IPv4 Numbers into the RIR account designated by the Buyer by submitting to such RIR the necessary transfer request.

(iii) Seller will only transfer the IPv4 Numbers to receiving party specified in the Transfer Agreement.

(iv) Seller and Buyer shall cooperate with the RIR in a timely manner to successfully complete transfer of the IPv4 Numbers.

(v) Buyer shall deposit the Price (less the Deposit) into Larus’s account at least forty-eight (48) hours before the transfer of the IPv4 Numbers starts. The Seller will submit to the RIR the Transfer Agreement and process and complete the transfer.

5.0 CONFIDENTIALITY

5.1 Parties agree that, for a period of three (3) years from the date of disclosure, Disclosure of Confidential Information will be limited to Buyer’s and LARUS’s directors, officers, partners, members and/or employees having a need to know and shall not be disclosed to any third party (whether an individual, corporation, or other entity) without prior written consent. Exceptions exist if the information was (a) in the public domain at the time it was disclosed, (b) entered the public domain after disclosure, through no fault of a receiving Party, or (c) was communicated to the receiving Party by a third party who was free of any obligation of confidentiality. “Confidential Information” shall mean:

(i) LARUS Confidential Information: LARUS’s business methods, policies, procedures, techniques, research or development projects, results, past sales information, and financial information;

(ii) Buyer Confidential Information: Buyer’s business methods, policies, procedures, techniques, research or development projects, results, past sales information, financial information; and

(iii) Other Confidential Information:Any information in tangible form and labeled as “Confidential”, or, if disclosed orally or visually, identified as “Confidential” at the time of the disclosure and confirmed in writing to the other Party within thirty (30) days of disclosure, bearing a specific reference to the date, time, and information disclosed.

5.2 Non-Disclosure: Each Party hereby agrees not to disclose the terms and conditions of this Agreement, unless agreed otherwise in any further written agreement.

6.0 GENERAL PROVISIONS

6.1 Limitation of Liability:

(i) Although LARUS will endeavor to maintain the correctness of the information on the Trading Platform, Buyer will not hold LARUS responsible for other users' content, actions or inactions, or items they list or their destruction of allegedly fake items. Buyer acknowledges that the Trading Platform is not a traditional brokerage service. Instead, the Trading Platform is a venue to allow anyone to offer, sell, and buy IPv4 numbers, in a variety of pricings, formats and other specifics. Larus have no control over and do not guarantee the quality, safety or legality of items listed, the truth or accuracy of users' content or listings, the ability of sellers to sell items, the ability of buyers to pay for items, or that a buyer or seller will actually complete a transaction or return an item.

(ii) LARUS do not transfer legal ownership of the IPv4 Numbers from the Seller to the Buyer. Unless the Buyer and the Seller agree otherwise, the Buyer will become the lawful owner upon receipt of the IPv4 Numbers from the Seller. Further, LARUS cannot guarantee continuous or secure access to the services, and operation of the Trading Platform may be interfered with by numerous factors outside of LARUS’s control.

(iii) Notwithstanding any other provisions in this Agreement, the aggregate cumulative liability of LARUS for all claims whatsoever arising out of or in connection with this Agreement or the service provided hereunder shall be limited to one hundred percent (100%) of the amount of the Fees paid by Buyer to LARUS for the service under this Agreement. The foregoing liability limitation is cumulative and not per incident.

(iv) LARUS is not liable to Buyer for any indirect, consequential, collateral, special, punitive or incidental loss or damage suffered or incurred by Buyer in connection with this Agreement whether during or after the Term of this Agreement and regardless of the form in which any legal or equitable action may be brought (whether in tort, contract, strict liability or otherwise). For the purposes of this Agreement, indirect or consequential loss or damage includes, without limitation, loss of revenue, loss of profit, anticipated savings or business, loss of data or goodwill, loss of use or value of any equipment or software, costs of procuring substitute goods or services, claims of third parties, and all associated and incidental costs and expenses, in each case to the extent that such losses are indirect and not direct.

(v) LARUS is not liable to Buyer in contract, tort or otherwise in respect of claims brought by any third party.

6.2 Independent Contractor:It is the express intent of the Parties that LARUS is an independent contractor and not an employee, agent, joint venturer or partner of the Buyer. Nothing in this Agreement shall be interpreted or construed as creating the relationship of employer and employee between the Buyer and LARUS and/or LARUS’s employees or agents.

6.3 Taxes:

(i) All payments made to LARUS shall be in the currency of United States and shall be made without deductions based on any currency control restrictions, import duties, sales tax, value added tax, corporate income tax, personal income tax or other tax or withholdings which may be imposed on or in respect of the service provided by LARUS hereunder.

(ii) In the event that LARUS or its employees are subject to any local taxes in Buyer’s country, Buyer shall file the tax returns promptly and pay such taxes on behalf of LARUS, and shall pay such additional amounts to LARUS as may be necessary so that the amount received by LARUS after such tax payment or withholding and after payments of any additional taxes or charges due as a consequence of the payment of such additional amounts, shall equal the amount that would have been received if such deductions or withholdings were not required. In the case that Buyer pays local taxes on behalf of LARUS, Buyer shall send LARUS certified copies of the tax receipts within 14 days.

6.4 Assignment:This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, but neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto without the prior written consent of the other Party; provided, however, that either Party may, without such consent, assign this Agreement and its rights and obligations hereunder in connection with the transfer or sale of all or substantially all of its business or assets, or in the event of its merger, consolidation, change in control or other similar transaction.

6.5 Termination:After the Term, unless otherwise agreed by both Parties, this Agreement will be terminated. Upon any expiration or termination of this Agreement, the appropriate dated provisions shall survive.

6.6 Due Authority: Each individual signing this Agreement warrants and represents to the other Party that he or she has the authority to execute this Agreement on such Party’s behalf and to bind such Party to the terms of the Agreement.

6.7 Force Majeure: Neither Party shall be liable in damages or have the right to terminate this Agreement for any delay or default in performing hereunder if such delay or default is caused by conditions beyond its control including, but not limited to Acts of God, Government restrictions, wars, insurrections and/or any other cause beyond the reasonable control of the Party whose performance is affected.

6.8 Choice of Law:This Agreement shall be governed by and interpreted in accordance with the laws of the Hong Kong SAR. The Parties hereby agree to make their best efforts to reach an amicable settlement, provided that the Parties have failed to seek such amicable solution hence then either Party may refer the dispute to court and for this purpose, the Parties hereby choose as their domicile, the Hong Kong International Arbitration Center.

6.9 Severability: In the event any term or provision of this Agreement shall be determined by a court of competent jurisdiction to be illegal, invalid or unenforceable for any reason whatsoever, that provision shall be severed from this Agreement and shall not affect the validity of the remainder of the Agreement.

IPv4 Delegation Service Agreement

THIS AGREEMENT made as of the date (Effective Date”) that the Lessee places the online order (“Order”) on the website (www.laruscloudservice.net) (“Website”) of LARUS Cloud Service Limited.

Please read this Agreement carefully before clicking the "I Agree" button. By clicking the "I Agree" button, you are agreeing to be bound by the terms and conditions of this Agreement.

Here in after you / your company will be referred to as the Lessee ("Lessee") and LARUS Cloud Service Limited will be referred to as LARUS (“LARUS”).

Each referred to in this Agreement as a “Party” and collectively as the “Parties”.

WHEREAS, Lessee wishes to lease desired IPv4 numbers (“IPv4 Numbers”) on LARUS’s Website from LARUS on the terms and conditions set forth herein; and

NOW THEREFORE, in consideration of the mutual promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Lessee and LARUS hereby agree as follows:

1.0 Term:

The “Term” of this Agreement shall begin on the Effective Date and shall terminate upon (1) the end of the lease of the IPv4 Numbers; or (2) beyond 3 months after the Effective Date, if there is no lease of the IPv4 Numbers in effect or being arranged, either Party serving 7-day notice of the termination.

2.0 LARUS’S OBLIGATIONS

2.1 LARUS Website: LARUS provides the Website for the Lessee to solicit the IPv4 Numbers from LARUS during the Term of this Agreement. LARUS will use good faith and commercially reasonable efforts to facilitate a lease of the IPv4 Numbers. Delegation of IPv4 Numbers may require approval by Regional Internet Registry(s) (“RIR”).

2.2 Delegation of IP Addresses:In consideration of the lease fees to be paid under Provision 4 and the covenants and the agreements of LARUS hereinafter set forth, LARUS hereby delegates to Lessee the IPv4 Numbers for Lessee’s network. Upon authorization and execution of this Agreement the IPv4 Numbers will be addressed to the data center of the Lessee’s choice. Lessee’s data center will have the authorization to announce and route the IPv4 Numbers to Lessee’s servers for use specified under Provision 3.2 of this Agreement. The Parties will cooperate in the event that Lessee’s data center or its upstream bandwidth providers require any additional documentation regarding authority and authorization to announce the IPv4 Numbers. In addition, during the Term of this Agreement, LARUS will promptly process any SWIPs and DNS delegations requested by Lessee, as allowed by RIR (Regional Internet Registry)

2.3 LARUS Warranties:LARUS warrants that (i) it is a limited liability corporation duly organized and validly existing and in good standing under the laws of Hong Kong SAR and (ii) has the requisite power and authority to enter into, deliver and perform its obligations pursuant to this Agreement, and is qualified to do business as contemplated by this Agreement.

2.4 EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN SECTIONS 2 AND 3, NONE OF THE PARTIES, OR ANY EMPLOYEE, OFFICER, DIRECTOR, ACCOUNTANT, FINANCIAL, LEGAL OR OTHER REPRESENTATIVE OF THE PARTIES HAS MADE ANY, AND THERE IS NO, REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE IPv4 NUMBERS (INCLUDING ANY REPRESENTATION OR WARRANTY AS TO THE CONDITION, MERCHANTABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR TITLE OF ANY OF THE IPv4 NUMBERS).

3.0 LESSEE’S RIGHTS AND OBLIGATIONS

3.1 Lessee’s Obligations:Lessee, in good faith, agrees to use best endeavors to cooperate with LARUS in bringing about a lease or other delegation of the IPv4 Numbers. Lessee shall provide to LARUS all relevant information and rights (for example, user access right to IP addresses database for the IPv4 Numbers), take necessary actions, and execute relevant documents and/or agreements, in order to enable a successful lease and delegation of the IPv4 Numbers. Once the lease is confirmed, Lessee shall commit to it and cannot change, cancel or terminate the lease.

3.2 Condition of IP Usage:Lessee accepts the IPv4 Numbers in condition provided, however, that LARUS represents that the IPv4 Numbers are not subject to any black lists or blocks at the major top level domains. Lessee will not use the IPv4 Numbers for any illegal or abusive purposes including SPAM, SPAM email marketing and will otherwise comply with LARUS’s acceptable use policy stated in this Agreement. In the event that LARUS receives any complaint regarding usage of the IPv4 Numbers, LARUS will immediately notify Lessee and Lessee will take immediate action to investigate and remedy any such complaint. Failure to fix any violations of acceptable use within 48 hours will result in immediate loss of usage of the IPv4 Numbers. Lessee will also be responsible for any out of pocket costs associated with improper use of the IPv4 Numbers and costs to repair any harm or damages caused by this improper usage. Lessee will be charged of service fee US$10 / IP / incident. In the case of Lessee’s violation of the policy of Regional Internet Registry (“RIR”) or this Agreement, LARUS has the right to suspend the service with no any refund.

3.3 Acceptable Use Policy:Lessee agrees (and its employees, agents or others with access through Lessee to the IP space) to follow the policy of RIR (Regional Internet Registry) and will not:

Use the IP space for any unlawful purpose, including without limitation (i) intentionally or knowingly transmitting, receiving, or disseminating any obscene, pornographic, threatening, defamatory or other unlawful information or information which infringes upon legal rights of others, including intellectual property rights, (ii) intentionally or knowingly accessing accounts, servers, websites, data, hardware or software not intended to be accessed by Lessee; or (iii) engaging in any kind of fraudulent transaction or conduct.

Intentionally or knowingly use the IP space to transmit, receive or disseminate any information or material which could be expected to offend a reasonable person due to indecent, harassing, racially or ethnically discriminatory, violent or otherwise offensive content.

Use the IP space to transmit or disseminate unsolicited bulk messages, including advertisements, informational distributions and charitable or other solicitations. Lessee agrees to pay for all cost, expenses and fee damages that may occur associated to any black list removal as a result of usage by Lessee or Lessee’s users.

In case of disputes, LARUS reserves the right to make the final decision.

3.4 Term and Auto-Renew of the Lease:The term of the lease (“Lease Term”) will be as specified in the Order, stated on the Website and/or as agreed by both Parties as specified for the IPv4 Numbers. If the Lessee does not serve a 30-day notice to not to renew the Lease Term before the end of the Lease Term, the Lease Term will be automatically renewed for another calendar year on the same terms and conditions, provided that, LARUS has the rights to reject the renewal.

3.5 Tax Liabilities:Lessee agrees to consult its own tax advisor regarding the tax consequences, of the lease or other delegation of the IPv4 Numbers. LARUS makes no representations and assumes no responsibility for the potential tax liabilities of Lessee that may arise from the lease or other delegation of the IPv4 Numbers, including sales and use tax collection and remittance obligations, if any.

4.0 TRANSACTION

4.1 Price and Other Costs

(i) Lessee agrees to pay to LARUS the lease price (“Price”) and the fee (“Fees”) as specified in the Order, stated on the Website and/or as agreed by both Parties as specified for the IPv4 Numbers in consideration of the lease or other delegation of IPv4 Numbers to Lessee and incidental costs, if any, related to the lease, delegation and process of the IPv4 Numbers.

(ii) Payments will be due on yearly basis. Lessee will make first payment immediately on the Website during the Order placement or at least 7 days before the lease starts, as the case may be. Thereafter, subsequent payments need to be made at least 30 days before the following years start for the term of the lease. LARUS reserves the rights to suspend or terminate the lease in the case when the payment is overdue more the 14 days.

5.0 CONFIDENTIALITY

5.1Parties agree that, for a period of three (3) years from the date of disclosure, Disclosure of Confidential Information will be limited to Lessee’s and LARUS’s directors, officers, partners, members and/or employees having a need to know and shall not be disclosed to any third party (whether an individual, corporation, or other entity) without prior written consent. Exceptions exist if the information was (a) in the public domain at the time it was disclosed, (b) entered the public domain after disclosure, through no fault of a receiving Party, or (c) was communicated to the receiving Party by a third party who was free of any obligation of confidentiality. “Confidential Information” shall mean:

(i) LARUS Confidential Information: LARUS’s business methods, policies, procedures, techniques, research or development projects, results, past sales information, and financial information;

(ii) Lessee Confidential Information: Lessee’s business methods, policies, procedures, techniques, research or development projects, results, past sales information, financial information; and

(iii) Other Confidential Information: Any information in tangible form and labeled as “Confidential”, or, if disclosed orally or visually, identified as “Confidential” at the time of the disclosure and confirmed in writing to the other Party within thirty (30) days of disclosure, bearing a specific reference to the date, time, and information disclosed.

5.2 Non-Disclosure: Each Party hereby agrees not to disclose the terms and conditions of this Agreement, unless agreed otherwise in any further written agreement.

6.0 GENERAL PROVISIONS

6.1 Limitation of Liability:

(i) Although LARUS will endeavor to maintain the correctness of the information on the Website, Lessee will not hold LARUS responsible for content, actions or inactions, or items listed or delisted.

(ii) LARUS cannot guarantee continuous or secure access to the Website services, and operation of the Website may be interfered with by numerous factors outside of LARUS’s control.

(iii) Notwithstanding any other provisions in this Agreement, the aggregate cumulative liability of LARUS for all claims whatsoever arising out of or in connection with this Agreement or the service provided hereunder shall be limited to one hundred percent (100%) of the amount of the Price paid by Lessee to LARUS for the service under this Agreement. The foregoing liability limitation is cumulative and not per incident.

(iv) LARUS is not liable to Lessee for any indirect, consequential, collateral, special, punitive or incidental loss or damage suffered or incurred by Lessee in connection with this Agreement whether during or after the Term of this Agreement and regardless of the form in which any legal or equitable action may be brought (whether in tort, contract, strict liability or otherwise). For the purposes of this Agreement, indirect or consequential loss or damage includes, without limitation, loss of revenue, loss of profit, anticipated savings or business, loss of data or goodwill, loss of use or value of any equipment or software, costs of procuring substitute goods or services, claims of third parties, and all associated and incidental costs and expenses, in each case to the extent that such losses are indirect and not direct.

(v) LARUS is not liable to Lessee in contract, tort or otherwise in respect of claims brought by any third party.

6.2 Independent Contractor:It is the express intent of the Parties that LARUS is an independent contractor and not an employee, agent, joint venturer or partner of the Lessee. Nothing in this Agreement shall be interpreted or construed as creating the relationship of employer and employee between the Lessee and LARUS and/or LARUS’s employees or agents.

6.3 Taxes:

(i) All payments made to LARUS shall be in the currency of United States and shall be made without deductions based on any currency control restrictions, import duties, sales tax, value added tax, corporate income tax, personal income tax or other tax or withholdings which may be imposed on or in respect of the service provided by LARUS hereunder.

(ii) In the event that LARUS or its employees are subject to any local taxes in Lessee’s country, Lessee shall file the tax returns promptly and pay such taxes on behalf of LARUS, and shall pay such additional amounts to LARUS as may be necessary so that the amount received by LARUS after such tax payment or withholding and after payments of any additional taxes or charges due as a consequence of the payment of such additional amounts, shall equal the amount that would have been received if such deductions or withholdings were not required. In the case that Lessee pays local taxes on behalf of LARUS, Lessee shall send LARUS certified copies of the tax receipts within 14 days.

6.4 Assignment: This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, but neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto without the prior written consent of the other Party; provided, however, that either Party may, without such consent, assign this Agreement and its rights and obligations hereunder in connection with the transfer or sale of all or substantially all of its business or assets, or in the event of its merger, consolidation, change in control or other similar transaction.

6.5 Termination:After the Term, this Agreement will be terminated. Upon any expiration or termination of this Agreement, the appropriate dated provisions shall survive.

6.6 Due Authority: Each individual signing this Agreement warrants and represents to the other Party that he or she has the authority to execute this Agreement on such Party’s behalf and to bind such Party to the terms of the Agreement.

6.7 Force Majeure: Neither Party shall be liable in damages or have the right to terminate this Agreement for any delay or default in performing hereunder if such delay or default is caused by conditions beyond its control including, but not limited to Acts of God, Government restrictions, wars, insurrections and/or any other cause beyond the reasonable control of the Party whose performance is affected.

6.8 Choice of Law:This Agreement shall be governed by and interpreted in accordance with the laws of the Hong Kong SAR. The Parties hereby agree to make their best efforts to reach an amicable settlement, provided that the Parties have failed to seek such amicable solution hence then either Party may refer the dispute to court and for this purpose, the Parties hereby choose as their domicile, the Hong Kong International Arbitration Center.

6.9 Severability:In the event any term or provision of this Agreement shall be determined by a court of competent jurisdiction to be illegal, invalid or unenforceable for any reason whatsoever, that provision shall be severed from this Agreement and shall not affect the validity of the remainder of the Agreement.

IPv4 Trading Platform Service Agreement

THIS AGREEMENT made as of the date (Effective Date”) that the Lessor places the online order (“Order”) on the website (“Website”) of LARUS Cloud Service Limited.

Please read this Agreement carefully before clicking the "I Agree" button. By clicking the "I Agree" button, you are agreeing to be bound by the terms and conditions of this Agreement.

Here in after you / your company will be referred to as the Lessor (" Lessor ") and LARUS Cloud Service Limited will be referred to as LARUS (“LARUS”).

Each referred to in this Agreement as a “Party” and collectively as the “Parties”.

WHEREAS, Lessor wishes to offer its IPv4 numbers (“IPv4 Numbers”) on LARUS’s online trading platform (“Trading Platform”) for the lessee(s) (“Lessee”) to rent the IPv4 Numbers on the terms and conditions set forth herein; and

NOW THEREFORE, in consideration of the mutual promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Lessor and LARUS hereby agree as follows:

1.0 Term:

The “Term” of this Agreement shall begin on the Effective Date and shall terminate upon (1) the end of the lease of the IPv4 Numbers; or (2) beyond 3 months after the Effective Date, if there is no lease of the IPv4 Numbers in effect or being arranged, either Party serving 7-day notice of the termination.

2.0 LARUS’S OBLIGATIONS

2.1 Trading Platform: LARUS provides the Trading Platform for the Lessor to solicit Lessee(s) to rent the IPv4 Numbers from the Lessor(s) during the Term of this Agreement. LARUS will use good faith and commercially reasonable efforts to facilitate a lease of the IPv4 Numbers. Delegation of IPv4 Numbers may require approval by Regional Internet Registry(s) (“RIR”).

2.2 Chain of Custody:Larus reserves the rights to validate the chain of custody of the IPv4 Numbers. It may include a review of corporate records relevant to the historical rights of the ownership and a comparison of the data with public database information, in order to establish and confirm Seller’s rights to such IPv4 Numbers.

2.3 Independent Contractor:LARUS is not the legal agent of Lessor and has no authority to make any representations on behalf of Lessor or to incur any obligation or liability binding upon Lessor. LARUS is an independent contractor; no principal-agent relationship is established under this Agreement. Only the Lessor is authorized to execute any lease and delegate any right, title or interest of Lessor in all or any part of the IPv4 Numbers to the Lessee.

2.4 LARUS Warranties:LARUS warrants that (i) it is a limited liability corporation duly organized and validly existing and in good standing under the laws of Hong Kong SAR and (ii) has the requisite power and authority to enter into, deliver and perform its obligations pursuant to this Agreement, and is qualified to do business as contemplated by this Agreement.

2.5 EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN SECTIONS 2 AND 3, NONE OF THE PARTIES, OR ANY EMPLOYEE, OFFICER, DIRECTOR, ACCOUNTANT, FINANCIAL, LEGAL OR OTHER REPRESENTATIVE OF THE PARTIES HAS MADE ANY, AND THERE IS NO, REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE IPv4 NUMBERS (INCLUDING ANY REPRESENTATION OR WARRANTY AS TO THE CONDITION, MERCHANTABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR TITLE OF ANY OF THE IPv4 NUMBERS).

3.0 LESSOR’S RIGHTS AND OBLIGATIONS

3.1 Lessor’s Obligations: Lessor, in good faith, agrees to use best endeavors to cooperate with LARUS and the Lessee in bringing about a lease or other delegation of the IPv4 Numbers. Lessor shall provide to Larus and Lessee all relevant information concerning the IPv4 Numbers, including its history and usage. Lessor will and Larus reserves the right to validate that the IPv4 Numbers are free of use (not advertised on the Internet or subject to any black lists or blocks at the major top level domains) for delegation to the Lessee, and in compliance with any applicable laws, regulations and polices. Lessor will use reasonable efforts to assist Lessee in updating any relevant registration records, to reflect the lease or other delegation to Lessee. If Lessor agrees to allow Larus to break up its IPv4 Numbers for leasing. Lessor assumes the risk of partial lease in the case of segmenting the IPv4 Numbers. Lessor shall provide to LARUS and the Lessee all relevant information, take necessary actions, and execute relevant documents and/or agreements, in order to enable a successful lease and delegation of the IPv4 Numbers. Once the lease is confirmed, Lessor shall commit to it and cannot change, cancel or terminate the lease.

3.2 Term and Auto-Renew of the Lease: The term of the lease (“Lease Term”) will be determined by Lessee’s order or request. If the Lessor does not serve a 30-day notice to not to renew the Lease Term before the end of the Lease Term, the Lease Term will be automatically renewed for another calendar year on the same terms and conditions, provided that, LARUS has the rights to reject the renewal.

3.3 Tax Liabilities: Lessor agrees to consult its own tax advisor regarding the tax consequences, of the lease or other delegation of the IPv4 Numbers. Lessor acknowledges that LARUS's participation in such lease or other delegation is solely as a facilitator and not as a lessor, lessee, seller, buyer, retailer, wholesaler or vendor. Accordingly, LARUS makes no representations and assumes no responsibility for the potential tax liabilities of Lessor that may arise from the lease or other delegation of the IPv4 Numbers, including sales and use tax collection and remittance obligations, if any.

4.0 TRANSACTION

4.1 Price and Other Costs:

(i) Lessor agrees to pay to LARUS the fees (“Fees”) as specified in the Order, stated on the Website and/or as agreed by both parties as specified for the IPv4 Numbers in consideration of the lease or other delegation of IPv4 Numbers to Lessee as a service fee for LARUS and incidental costs, if any, related to the lease, delegation and process of the IPv4 Numbers.

(ii) Lessee will deposit the yearly lease price (“Price”) into Larus’s account before the lease starts and the subsequent years start. After the end of each successful annual lease cycle, LARUS will retain the Fees and release the remainder of the Price to the Lessor.

4.2 Larus Rights: Lessor shall pay Larus the Fees, in accordance with the terms of this Agreement, if, within three hundred and sixty-five (365) calendar days after the expiration or early termination of the Term, the IPv4 Numbers are leased or delegated to a Lessee which Lessor found on the Trading Platform or Larus first introduced to Lessor (i.e., Lessor had not previously been in contact with such Lessee regarding lease of the IPv4 Numbers prior to Larus’s introduction) as part of its engagement with Lessor.

5.0 CONFIDENTIALITY

5.1 Parties agree that, for a period of three (3) years from the date of disclosure, Disclosure of Confidential Information will be limited to Lessor’s and LARUS’s directors, officers, partners, members and/or employees having a need to know and shall not be disclosed to any third party (whether an individual, corporation, or other entity) without prior written consent. Exceptions exist if the information was (a) in the public domain at the time it was disclosed, (b) entered the public domain after disclosure, through no fault of a receiving Party, or (c) was communicated to the receiving Party by a third party who was free of any obligation of confidentiality. “Confidential Information” shall mean:

(i) LARUS Confidential Information: LARUS’s business methods, policies, procedures, techniques, research or development projects, results, past sales information, and financial information;

(ii) Lessor Confidential Information: Lessor’s business methods, policies, procedures, techniques, research or development projects, results, past sales information, financial information; and

(iii) Other Confidential Information:Any information in tangible form and labeled as “Confidential”, or, if disclosed orally or visually, identified as “Confidential” at the time of the disclosure and confirmed in writing to the other Party within thirty (30) days of disclosure, bearing a specific reference to the date, time, and information disclosed.

5.2 Non-Disclosure: Each Party hereby agrees not to disclose the terms and conditions of this Agreement, unless agreed otherwise in any further written agreement.

6.0 GENERAL PROVISIONS

6.1 Limitation of Liability:

(i) Although LARUS will endeavor to maintain the correctness of the information on the Trading Platform, Lessor will not hold LARUS responsible for other users' content, actions or inactions, or items they list or their destruction of allegedly fake items. Lessor acknowledges that the Trading Platform is not a traditional brokerage service. Instead, the Trading Platform is a venue to allow anyone to offer and lease IPv4 numbers, in a variety of pricings, formats and other specifics. Larus have no control over and do not guarantee the quality, safety or legality of items listed, the truth or accuracy of users' content or listings, the ability of lessor to lease items, the ability of lessees to pay for items, or that a lessor or lessee will actually complete a transaction or return an item.

(ii) LARUS cannot guarantee continuous or secure access to the services, and operation of the Trading Platform may be interfered with by numerous factors outside of LARUS’s control.

(iii) Notwithstanding any other provisions in this Agreement, the aggregate cumulative liability of LARUS for all claims whatsoever arising out of or in connection with this Agreement or the service provided hereunder shall be limited to one hundred percent (100%) of the amount of the Fees paid by Lessor to LARUS for the service under this Agreement. The foregoing liability limitation is cumulative and not per incident.

(iv) LARUS is not liable to Lessor for any indirect, consequential, collateral, special, punitive or incidental loss or damage suffered or incurred by Lessor in connection with this Agreement whether during or after the Term of this Agreement and regardless of the form in which any legal or equitable action may be brought (whether in tort, contract, strict liability or otherwise). For the purposes of this Agreement, indirect or consequential loss or damage includes, without limitation, loss of revenue, loss of profit, anticipated savings or business, loss of data or goodwill, loss of use or value of any equipment or software, costs of procuring substitute goods or services, claims of third parties, and all associated and incidental costs and expenses, in each case to the extent that such losses are indirect and not direct.

(v) LARUS is not liable to Lessor in contract, tort or otherwise in respect of claims brought by any third party.

6.2 Independent Contractor: It is the express intent of the Parties that LARUS is an independent contractor and not an employee, agent, joint venturer or partner of the Lessor. Nothing in this Agreement shall be interpreted or construed as creating the relationship of employer and employee between the Lessor and LARUS and/or LARUS’s employees or agents.

6.3 Taxes:

(i) All payments made to LARUS shall be in the currency of United States and shall be made without deductions based on any currency control restrictions, import duties, sales tax, value added tax, corporate income tax, personal income tax or other tax or withholdings which may be imposed on or in respect of the service provided by LARUS hereunder.

(ii) In the event that LARUS or its employees are subject to any local taxes in Lessor’s country, Lessor shall file the tax returns promptly and pay such taxes on behalf of LARUS, and shall pay such additional amounts to LARUS as may be necessary so that the amount received by LARUS after such tax payment or withholding and after payments of any additional taxes or charges due as a consequence of the payment of such additional amounts, shall equal the amount that would have been received if such deductions or withholdings were not required. In the case that Lessor pays local taxes on behalf of LARUS, Lessor shall send LARUS certified copies of the tax receipts within 14 days.

6.4 Assignment: This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, but neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto without the prior written consent of the other Party; provided, however, that either Party may, without such consent, assign this Agreement and its rights and obligations hereunder in connection with the transfer or sale of all or substantially all of its business or assets, or in the event of its merger, consolidation, change in control or other similar transaction.

6.5 Termination:After the Term, this Agreement will be terminated. Upon any expiration or termination of this Agreement, the appropriate dated provisions shall survive.

6.6 Due Authority: Each individual signing this Agreement warrants and represents to the other Party that he or she has the authority to execute this Agreement on such Party’s behalf and to bind such Party to the terms of the Agreement.

6.7 Force Majeure: Neither Party shall be liable in damages or have the right to terminate this Agreement for any delay or default in performing hereunder if such delay or default is caused by conditions beyond its control including, but not limited to Acts of God, Government restrictions, wars, insurrections and/or any other cause beyond the reasonable control of the Party whose performance is affected.

6.8 Choice of Law:This Agreement shall be governed by and interpreted in accordance with the laws of the Hong Kong SAR. The Parties hereby agree to make their best efforts to reach an amicable settlement, provided that the Parties have failed to seek such amicable solution hence then either Party may refer the dispute to court and for this purpose, the Parties hereby choose as their domicile, the Hong Kong International Arbitration Center.

6.9 Severability: In the event any term or provision of this Agreement shall be determined by a court of competent jurisdiction to be illegal, invalid or unenforceable for any reason whatsoever, that provision shall be severed from this Agreement and shall not affect the validity of the remainder of the Agreement.

IPv4 Platform Service Agreement

THIS AGREEMENT made as of the date (Effective Date”) that the Seller places the online order (“Order”) on the website (www.laruscloudservice.net) (“Website”) of LARUS Cloud Service Limited.

Please read this Agreement carefully before clicking the "I Agree" button. By clicking the "I Agree" button, you are agreeing to be bound by the terms and conditions of this Agreement.

Here in after you / your company will be referred to as the Seller ("Seller") and LARUS Cloud Service Limited will be referred to as LARUS (“LARUS”).

Each referred to in this Agreement as a “Party” and collectively as the “Parties”.

WHEREAS, Seller wishes to offer its IPv4 numbers (“IPv4 Numbers”) on LARUS’s online trading platform (“Trading Platform”) for a buyer(s) (“Buyer”) to buy the Seller’s rights in the IPv4 Numbers on the terms and conditions set forth herein; and

NOW THEREFORE, in consideration of the mutual promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and LARUS hereby agree as follows:

1.0 Term:

The “Term” of this Agreement shall begin on the Effective Date and shall terminate upon (1) the successful completion of the Closing; or (2) beyond 3 months after the Effective Date, if there is no Closing, and sale and/or transfer of the IPv4 Numbers in progress, either Party serving 7-day notice of the termination.

2.0 LARUS’S RIGHTS AND OBLIGATIONS

2.1 Trading Platform: LARUS provides the Trading Platform for the Seller to solicit Buyer(s) during the Term of this Agreement to sell the IPv4 Numbers. LARUS will use good faith and commercially reasonable efforts to facilitate a sale of the IPv4 Numbers. Transfer of IPv4 Numbers may require approval by Regional Internet Registry(s) (“RIR”).

2.2 Chain of Custody:LARUS reserves the rights to validate the chain of custody of the IPv4 Numbers. It may include a review of corporate records relevant to the historical rights of the ownership and a comparison of the data with public database information, in order to establish and confirm Seller’s rights to such IPv4 Numbers.

2.3 Independent Contractor:LARUS is not the legal agent of Seller and has no authority to make any representations on behalf of Seller or to incur any obligation or liability binding upon Seller. LARUS is an independent contractor; no principal-agent relationship is established under this Agreement. Only the Seller is authorized to execute any sale or other conveyance agreement transferring any right, title or interest of Seller in all or any part of the IPv4 Numbers to the Buyer.

2.4 LARUS Warranties:LARUS warrants that (i) it is a limited liability corporation duly organized and validly existing and in good standing under the laws of Hong Kong SAR and (ii) has the requisite power and authority to enter into, deliver and perform its obligations pursuant to this Agreement, and is qualified to do business as contemplated by this Agreement.

2.5 EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN SECTIONS 2 AND 3, NONE OF THE PARTIES, OR ANY EMPLOYEE, OFFICER, DIRECTOR, ACCOUNTANT, FINANCIAL, LEGAL OR OTHER REPRESENTATIVE OF THE PARTIES HAS MADE ANY, AND THERE IS NO, REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE IPv4 NUMBERS (INCLUDING ANY REPRESENTATION OR WARRANTY AS TO THE CONDITION, MERCHANTABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR TITLE OF ANY OF THE IPv4 NUMBERS).

3.0 SELLER’S OBLIGATIONS

3.1 Seller’s Obligations: Seller, in good faith, agrees to use best endeavors to cooperate with LARUS and the Buyer in bringing about a sale or other conveyance of the IPv4 Numbers. Seller shall provide to LARUS and Buyer all relevant information concerning the IPv4 Numbers, including its history and usage. Seller will and LARUS reserves the right to validate that the IPv4 Numbers are free of use (not advertised on the Internet or subject to any black lists or blocks at the major top level domains) for re-allocation to the Buyer, and in compliance with any applicable laws, regulations and polices. Seller will use reasonable efforts to assist Buyer in updating any relevant registration records, to reflect the sale or other conveyance to Buyer. If Seller agrees to allow LARUS to break up its IPv4 Numbers for selling, Seller assumes the risk of partial sale in the case of segmenting the IPv4 Numbers. Seller shall provide to LARUS and the Buyer all relevant information, take necessary actions, and execute relevant documents and/or agreements, in order to enable a successful sales and transfer of the IPv4 Numbers.

3.2 Tax Liabilities: Seller agrees to consult its own tax advisor regarding the tax consequences, of the sale or other transfer of the IPv4 Numbers. Seller acknowledges that LARUS's participation in such sale or other transfer is solely as a facilitator and not as a seller, buyer, retailer, wholesaler or vendor. Accordingly, LARUS makes no representations and assumes no responsibility for the potential tax liabilities of Seller that may arise from Seller’s sale or other transfer of the IPv4 Numbers, including sales and use tax collection and remittance obligations, if any.

4.0 TRANSACTION

4.1 Fees and Other Costs: Seller agrees to pay to LARUS the fee (“Fees”) as specified in the Order, stated on the Website and/or as agreed by both Parties in consideration of the sale or other conveyance of IPv4 Numbers to Buyer and incidental costs, if any, related to the sale, transfer and transaction of the IPv4 Numbers.

4.2 Closing Procedures: Closing shall take place according to the following closing procedures ("Closing"):

(i) Seller and Buyer shall complete and sign the RIR’s transfer agreement (“Transfer Agreement”) and the assignment of assets document.

(ii) Seller shall initiate transfer of the IPv4 Numbers into the RIR account designated by the Buyer by submitting to such RIR the necessary transfer request.

(iii) Seller will only transfer the IPv4 Numbers to receiving party specified in the Transfer Agreement.

(iv) Seller and Buyer shall cooperate with the RIR in a timely manner to successfully complete transfer of the IPv4 Numbers.

(v) Buyer shall deposit the purchase price into Larus’s account at least forty-eight (48) hours before the transfer of the IPv4 Numbers starts. The Seller guarantees that it submits to the RIR the Transfer Agreement within twenty-four (24) hours and processes and completes the transfer.

(vi) LARUS shall receive the Fees and Seller shall receive the remainder of purchase price upon transfer of the IPv4 Numbers to the Buyer.

4.3 LARUS Rights: Seller shall pay LARUS the Fees, in accordance with the terms of this Agreement, if, within three hundred and sixty-five (365) calendar days after the expiration or early termination of the Term, the IPv4 Numbers are sold or conveyed to a Buyer which Seller found on the Trading Platform or LARUS first introduced to Seller (i.e., Seller had not previously been in contact with such Buyer regarding purchase of the IPv4 Numbers prior to LARUS’s introduction) as part of its engagement with Seller.

5.0 CONFIDENTIALITY

5.1 Parties agree that, for a period of three (3) years from the date of disclosure, Disclosure of Confidential Information will be limited to Seller’s and LARUS’s directors, officers, partners, members and/or employees having a need to know and shall not be disclosed to any third party (whether an individual, corporation, or other entity) without prior written consent. Exceptions exist if the information was (a) in the public domain at the time it was disclosed, (b) entered the public domain after disclosure, through no fault of a receiving Party, or (c) was communicated to the receiving Party by a third party who was free of any obligation of confidentiality. “Confidential Information” shall mean:

(i) LARUS Confidential Information: LARUS’s business methods, policies, procedures, techniques, research or development projects, results, past sales information, and financial information;

(ii) Seller Confidential Information: Seller’s business methods, policies, procedures, techniques, research or development projects, results, past sales information, financial information; and

(iii) Other Confidential Information: Any information in tangible form and labeled as “Confidential”, or, if disclosed orally or visually, identified as “Confidential” at the time of the disclosure and confirmed in writing to the other Party within thirty (30) days of disclosure, bearing a specific reference to the date, time, and information disclosed.

5.2 Non-Disclosure: Each Party hereby agrees not to disclose the terms and conditions of this Agreement, unless agreed otherwise in any further written agreement.

6.0 GENERAL PROVISIONS

6.1 Limitation of Liability:

(i) Although LARUS will endeavor to maintain the correctness of the information on the Trading Platform, Seller will not hold LARUS responsible for other users' content, actions or inactions, or items they list or their destruction of allegedly fake items. Seller acknowledges that the Trading Platform is not a traditional brokerage service. Instead, the Trading Platform is a venue to allow anyone to offer, sell, and buy IPv4 numbers, in a variety of pricings, formats and other specifics. LARUS have no control over and do not guarantee the quality, safety or legality of items listed, the truth or accuracy of users' content or listings, the ability of sellers to sell items, the ability of buyers to pay for items, or that a buyer or seller will actually complete a transaction or return an item.

(ii) LARUS do not transfer legal ownership of the IPv4 Numbers from the Seller to the Buyer. Unless the Buyer and the Seller agree otherwise, the Buyer will become the lawful owner upon receipt of the IPv4 Numbers from the Seller. Further, LARUS cannot guarantee continuous or secure access to the services, and operation of the Trading Platform may be interfered with by numerous factors outside of LARUS’s control.

(iii) Notwithstanding any other provisions in this Agreement, the aggregate cumulative liability of LARUS for all claims whatsoever arising out of or in connection with this Agreement or the service provided hereunder shall be limited to one hundred percent (100%) of the amount paid by Seller to LARUS for the service under this Agreement. The foregoing liability limitation is cumulative and not per incident.

(iv) LARUS is not liable to Seller for any indirect, consequential, collateral, special, punitive or incidental loss or damage suffered or incurred by Seller in connection with this Agreement whether during or after the Term of this Agreement and regardless of the form in which any legal or equitable action may be brought (whether in tort, contract, strict liability or otherwise). For the purposes of this Agreement, indirect or consequential loss or damage includes, without limitation, loss of revenue, loss of profit, anticipated savings or business, loss of data or goodwill, loss of use or value of any equipment or software, costs of procuring substitute goods or services, claims of third parties, and all associated and incidental costs and expenses, in each case to the extent that such losses are indirect and not direct.

(v) LARUS is not liable to Seller in contract, tort or otherwise in respect of claims brought by any third party.

6.2 Independent Contractor: It is the express intent of the Parties that LARUS is an independent contractor and not an employee, agent, joint venturer or partner of the Seller. Nothing in this Agreement shall be interpreted or construed as creating the relationship of employer and employee between the Seller and LARUS and/or LARUS’s employees or agents.

6.3 Taxes:

(i) All payments made to LARUS shall be in the currency of United States and shall be made without deductions based on any currency control restrictions, import duties, sales tax, value added tax, corporate income tax, personal income tax or other tax or withholdings which may be imposed on or in respect of the service provided by LARUS hereunder.

(ii) In the event that LARUS or its employees are subject to any local taxes in Seller’s country, Seller shall file the tax returns promptly and pay such taxes on behalf of LARUS, and shall pay such additional amounts to LARUS as may be necessary so that the amount received by LARUS after such tax payment or withholding and after payments of any additional taxes or charges due as a consequence of the payment of such additional amounts, shall equal the amount that would have been received if such deductions or withholdings were not required. In the case that Seller pays local taxes on behalf of LARUS, Seller shall send LARUS certified copies of the tax receipts within 14 days.

6.4 Assignment: This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, but neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto without the prior written consent of the other Party; provided, however, that either Party may, without such consent, assign this Agreement and its rights and obligations hereunder in connection with the transfer or sale of all or substantially all of its business or assets, or in the event of its merger, consolidation, change in control or other similar transaction.

6.5 Termination:After the Term, unless otherwise agreed by both Parties, this Agreement will be terminated. Upon any expiration or termination of this Agreement, the appropriate dated provisions shall survive.

6.6 Due Authority: Each individual signing this Agreement warrants and represents to the other Party that he or she has the authority to execute this Agreement on such Party’s behalf and to bind such Party to the terms of the Agreement.

6.7 Force Majeure: Neither Party shall be liable in damages or have the right to terminate this Agreement for any delay or default in performing hereunder if such delay or default is caused by conditions beyond its control including, but not limited to Acts of God, Government restrictions, wars, insurrections and/or any other cause beyond the reasonable control of the Party whose performance is affected.

6.8 Choice of Law:This Agreement shall be governed by and interpreted in accordance with the laws of the Hong Kong SAR. The Parties hereby agree to make their best efforts to reach an amicable settlement, provided that the Parties have failed to seek such amicable solution hence then either Party may refer the dispute to court and for this purpose, the Parties hereby choose as their domicile, the Hong Kong International Arbitration Center.

6.9 Severability: In the event any term or provision of this Agreement shall be determined by a court of competent jurisdiction to be illegal, invalid or unenforceable for any reason whatsoever, that provision shall be severed from this Agreement and shall not affect the validity of the remainder of the Agreement.

IPv4 Trading Platform Service Agreement

THIS AGREEMENT made as of the date (Effective Date”) that the Lessee places the online order (“Order”) on the website (www.laruscloudservice.net) (“Website”) of LARUS Cloud Service Limited.

Please read this Agreement carefully before clicking the "I Agree" button. By clicking the "I Agree" button, you are agreeing to be bound by the terms and conditions of this Agreement.

Here in after you / your company will be referred to as the Lessee (" Lessee ") and LARUS Cloud Service Limited will be referred to as LARUS (“LARUS”).

Each referred to in this Agreement as a “Party” and collectively as the “Parties”.

WHEREAS, Lessee wishes to identify desired IPv4 numbers (“IPv4 Numbers”) on LARUS’s online trading platform (“Trading Platform”) and lease from the lessor(s) (“Lessor”) on the terms and conditions set forth herein; and

NOW THEREFORE, in consideration of the mutual promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Lessee and LARUS hereby agree as follows:

1.0 Term:

The “Term” of this Agreement shall begin on the Effective Date and shall terminate upon (1) the end of the lease of the IPv4 Numbers; or (2) beyond 3 months after the Effective Date, if there is no lease of the IPv4 Numbers in effect or being arranged, either Party serving 7-day notice of the termination.

2.0 LARUS’S OBLIGATIONS

2.1 Trading Platform: LARUS provides the Trading Platform for the Lessee to solicit the IPv4 Numbers from the Lessor(s) during the Term of this Agreement. LARUS will use good faith and commercially reasonable efforts to facilitate a lease of the IPv4 Numbers. Delegation of IPv4 Numbers may require approval by Regional Internet Registry(s) (“RIR”).

2.2 Independent Contractor:LARUS is not the legal agent of Lessee and has no authority to make any representations on behalf of Lessee or to incur any obligation or liability binding upon Lessee. LARUS is an independent contractor; no principal-agent relationship is established under this Agreement. Only the Lessee is authorized to execute any lease and delegate any right, title or interest of Lessee in all or any part of the IPv4 Numbers to the Lessee.

2.3 LARUS Warranties:(LARUS warrants that (i) it is a limited liability corporation duly organized and validly existing and in good standing under the laws of Hong Kong SAR and (ii) has the requisite power and authority to enter into, deliver and perform its obligations pursuant to this Agreement, and is qualified to do business as contemplated by this Agreement.

2.4 EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN SECTIONS 2 AND 3, NONE OF THE PARTIES, OR ANY EMPLOYEE, OFFICER, DIRECTOR, ACCOUNTANT, FINANCIAL, LEGAL OR OTHER REPRESENTATIVE OF THE PARTIES HAS MADE ANY, AND THERE IS NO, REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE IPv4 NUMBERS (INCLUDING ANY REPRESENTATION OR WARRANTY AS TO THE CONDITION, MERCHANTABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR TITLE OF ANY OF THE IPv4 NUMBERS).

3.0 LESSEE’S RIGHTS AND OBLIGATIONS

3.1 Refund: In the case this Agreement is terminated and no lease of the IPv4 Numbers has occurred, LARUS will refund the money, if any, which has already been paid by the Lessee as a form of deposit for leasing the IPv4 Numbers.

3.2 Lessee’s Obligations: Lessee, in good faith, agrees to use best endeavors to cooperate with LARUS and the Lessor in bringing about a lease or other delegation of the IPv4 Numbers. Lessee shall provide to LARUS and the Lessor all relevant information and rights (for example, user access right to IP addresses database for the IPv4 Numbers), take necessary actions, and execute relevant documents and/or agreements, in order to enable a successful lease and delegation of the IPv4 Numbers. Once the lease is confirmed, Lessor shall commit to it and cannot change, cancel or terminate the lease.

3.3 Term and Auto-Renew of the Lease: The term of the lease (“Lease Term”) will be as specified in the Order, stated on the Website and/or as agreed by both Parties as specified for the IPv4 Numbers. If the Lessee does not serve a 30-day notice to not to renew the Lease Term before the end of the Lease Term, the Lease Term will be renewed automatically for another calendar year on the same terms and conditions, provided that, LARUS has the rights to reject the renewal.

3.4 Acceptable Use Policy: Lessee agrees (and its employees, agents or others with access through Lessee to the IP space) to follow the policy of RIR (Regional Internet Registry) and will not:

Use the IP space for any unlawful purpose, including without limitation (i) intentionally or knowingly transmitting, receiving, or disseminating any obscene, pornographic, threatening, defamatory or other unlawful information or information which infringes upon legal rights of others, including intellectual property rights, (ii) intentionally or knowingly accessing accounts, servers, websites, data, hardware or software not intended to be accessed by Lessee; or (iii) engaging in any kind of fraudulent transaction or conduct.

Intentionally or knowingly use the IP space to transmit, receive or disseminate any information or material which could be expected to offend a reasonable person due to indecent, harassing, racially or ethnically discriminatory, violent or otherwise offensive content.

Use the IP space to transmit or disseminate unsolicited bulk messages, including advertisements, informational distributions and charitable or other solicitations. Lessee agrees to pay for all cost, expenses and fee damages that may occur associated to any black list removal as a result of usage by Lessee or Lessee’s users.

In case of disputes, LARUS reserves the right to make the final decision.

3.5 Tax Liabilities: Lessee agrees to consult its own tax advisor regarding the tax consequences, of the lease or other delegation of the IPv4 Numbers. Lessee acknowledges that LARUS's participation in such lease or other delegation is solely as a facilitator and not as a lessor, lessee, seller, buyer, retailer, wholesaler or vendor. Accordingly, LARUS makes no representations and assumes no responsibility for the potential tax liabilities of Lessee that may arise from the lease or other delegation of the IPv4 Numbers, including sales and use tax collection and remittance obligations, if any.

4.0 TRANSACTION

4.1 Price and Other Costs:

(i) Lessee agrees to pay to LARUS the lease price (“Price”) and the fee (“Fees”) as specified in the Order, stated on the Website and/or as agreed by both Parties as specified for the IPv4 Numbers in consideration of the lease or other delegation of IPv4 Numbers to Lessee and incidental costs, if any, related to the lease, delegation and process of the IPv4 Numbers.

(ii) Payments will be due on yearly basis. Lessee will make first payment at least 7 days before the lease starts. Thereafter, subsequent payments need to be made at least 30 days before the following years start for the term of the lease. LARUS reserves the rights to suspend or terminate the lease in the case when the payment is overdue more the 14 days.

5.0 CONFIDENTIALITY

5.1 Parties agree that, for a period of three (3) years from the date of disclosure, Disclosure of Confidential Information will be limited to Lessee’s and LARUS’s directors, officers, partners, members and/or employees having a need to know and shall not be disclosed to any third party (whether an individual, corporation, or other entity) without prior written consent. Exceptions exist if the information was (a) in the public domain at the time it was disclosed, (b) entered the public domain after disclosure, through no fault of a receiving Party, or (c) was communicated to the receiving Party by a third party who was free of any obligation of confidentiality. “Confidential Information” shall mean:

(i) LARUS Confidential Information: LARUS’s business methods, policies, procedures, techniques, research or development projects, results, past sales information, and financial information;

(ii) Lessee Confidential Information: Lessee’s business methods, policies, procedures, techniques, research or development projects, results, past sales information, financial information; and

(iii) Other Confidential Information: Any information in tangible form and labeled as “Confidential”, or, if disclosed orally or visually, identified as “Confidential” at the time of the disclosure and confirmed in writing to the other Party within thirty (30) days of disclosure, bearing a specific reference to the date, time, and information disclosed.

5.2 Non-Disclosure: Each Party hereby agrees not to disclose the terms and conditions of this Agreement, unless agreed otherwise in any further written agreement.

6.0 GENERAL PROVISIONS

6.1 Limitation of Liability:

(i) Although LARUS will endeavor to maintain the correctness of the information on the Trading Platform, Lessee will not hold LARUS responsible for other users' content, actions or inactions, or items they list or their destruction of allegedly fake items. Lessee acknowledges that the Trading Platform is not a traditional brokerage service. Instead, the Trading Platform is a venue to allow anyone to offer and lease IPv4 numbers, in a variety of pricings, formats and other specifics. Larus have no control over and do not guarantee the quality, safety or legality of items listed (for examples, usability and routability of the IPv4 Numbers), the truth or accuracy of users' content or listings, the ability of lessor to lease items, the ability of lessees to pay for items, or that a lessee or lessor will actually complete a transaction or return an item.

(ii) LARUS cannot guarantee continuous or secure access to the services, and operation of the Trading Platform may be interfered with by numerous factors outside of LARUS’s control.

(iii) Notwithstanding any other provisions in this Agreement, the aggregate cumulative liability of LARUS for all claims whatsoever arising out of or in connection with this Agreement or the service provided hereunder shall be limited to one hundred percent (100%) of the amount of the Fees paid by Lessee to LARUS for the service under this Agreement. The foregoing liability limitation is cumulative and not per incident.

(iv) LARUS is not liable to Lessee for any indirect, consequential, collateral, special, punitive or incidental loss or damage suffered or incurred by Lessee in connection with this Agreement whether during or after the Term of this Agreement and regardless of the form in which any legal or equitable action may be brought (whether in tort, contract, strict liability or otherwise). For the purposes of this Agreement, indirect or consequential loss or damage includes, without limitation, loss of revenue, loss of profit, anticipated savings or business, loss of data or goodwill, loss of use or value of any equipment or software, costs of procuring substitute goods or services, claims of third parties, and all associated and incidental costs and expenses, in each case to the extent that such losses are indirect and not direct.

(v) LARUS is not liable to Lessee in contract, tort or otherwise in respect of claims brought by any third party

6.2 Independent Contractor: It is the express intent of the Parties that LARUS is an independent contractor and not an employee, agent, joint venturer or partner of the Lessee. Nothing in this Agreement shall be interpreted or construed as creating the relationship of employer and employee between the Lessee and LARUS and/or LARUS’s employees or agents.

6.3 Taxes:

(i) All payments made to LARUS shall be in the currency of United States and shall be made without deductions based on any currency control restrictions, import duties, sales tax, value added tax, corporate income tax, personal income tax or other tax or withholdings which may be imposed on or in respect of the service provided by LARUS hereunder.

(ii) In the event that LARUS or its employees are subject to any local taxes in Lessee’s country, Lessee shall file the tax returns promptly and pay such taxes on behalf of LARUS, and shall pay such additional amounts to LARUS as may be necessary so that the amount received by LARUS after such tax payment or withholding and after payments of any additional taxes or charges due as a consequence of the payment of such additional amounts, shall equal the amount that would have been received if such deductions or withholdings were not required. In the case that Lessee pays local taxes on behalf of LARUS, Lessee shall send LARUS certified copies of the tax receipts within 14 days.

6.4 Assignment: This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, but neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto without the prior written consent of the other Party; provided, however, that either Party may, without such consent, assign this Agreement and its rights and obligations hereunder in connection with the transfer or sale of all or substantially all of its business or assets, or in the event of its merger, consolidation, change in control or other similar transaction.

6.5 Termination:After the Term, this Agreement will be terminated. Upon any expiration or termination of this Agreement, the appropriate dated provisions shall survive.

6.6 Due Authority: Each individual signing this Agreement warrants and represents to the other Party that he or she has the authority to execute this Agreement on such Party’s behalf and to bind such Party to the terms of the Agreement.

6.7 Force Majeure: Neither Party shall be liable in damages or have the right to terminate this Agreement for any delay or default in performing hereunder if such delay or default is caused by conditions beyond its control including, but not limited to Acts of God, Government restrictions, wars, insurrections and/or any other cause beyond the reasonable control of the Party whose performance is affected.

6.8 Choice of Law:This Agreement shall be governed by and interpreted in accordance with the laws of the Hong Kong SAR. The Parties hereby agree to make their best efforts to reach an amicable settlement, provided that the Parties have failed to seek such amicable solution hence then either Party may refer the dispute to court and for this purpose, the Parties hereby choose as their domicile, the Hong Kong International Arbitration Center.

6.9 Severability:In the event any term or provision of this Agreement shall be determined by a court of competent jurisdiction to be illegal, invalid or unenforceable for any reason whatsoever, that provision shall be severed from this Agreement and shall not affect the validity of the remainder of the Agreement.

IPv4 Trading Platform Service Agreement

THIS AGREEMENT made as of the date (Effective Date”) that the Lessee places the online order (“Order”) on the website (www.laruscloudservice.net) (“Website”) of LARUS Cloud Service Limited.

Please read this Agreement carefully before clicking the "I Agree" button. By clicking the "I Agree" button, you are agreeing to be bound by the terms and conditions of this Agreement.

Here in after you / your company will be referred to as the Lessee (" Lessee ") and LARUS Cloud Service Limited will be referred to as LARUS (“LARUS”).

Each referred to in this Agreement as a “Party” and collectively as the “Parties”.

WHEREAS, Lessee wishes to engage and appoint LARUS with the right to find a Lessor(s) (“Lessor”) to lease IPv4 numbers (“IPv4 Numbers”) as specified in the Order on the terms and conditions set forth herein; and

NOW THEREFORE, in consideration of the mutual promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Lessee and LARUS hereby agree as follows:

1.0 Term:

The “Term” of this Agreement shall begin on the Effective Date and shall terminate upon (1) the end of the lease of the IPv4 Numbers; or (2) beyond 3 months after the Effective Date, if there is no lease of the IPv4 Numbers in effect or being arranged, either Party serving 7-day notice of the termination.

2.0 LARUS’S OBLIGATIONS

2.1 Appointment: Lessee grants LARUS the right to solicit Lessor(s) during the Term of this Agreement to lease the IPv4 Numbers on terms acceptable to the Lessee. LARUS will use good faith and commercially reasonable efforts to facilitate a lease of the IPv4 Numbers. Delegation of IPv4 Numbers may require approval by Regional Internet Registry(s) (“RIR”).

2.2 Independent Contractor: LARUS is not the legal agent of Lessee and has no authority to make any representations on behalf of Lessee or to incur any obligation or liability binding upon Lessee. LARUS is an independent contractor; no principal-agent relationship is established under this Agreement. Only the Lessor is authorized to execute any lease and delegate any right, title or interest of Lessor in all or any part of the IPv4 Numbers to the Lessee.

2.3 LARUS Warranties: LARUS warrants that (i) it is a limited liability corporation duly organized and validly existing and in good standing under the laws of Hong Kong SAR and (ii) has the requisite power and authority to enter into, deliver and perform its obligations pursuant to this Agreement, and is qualified to do business as contemplated by this Agreement.

2.4 EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN SECTIONS 2 AND 3, NONE OF THE PARTIES, OR ANY EMPLOYEE, OFFICER, DIRECTOR, ACCOUNTANT, FINANCIAL, LEGAL OR OTHER REPRESENTATIVE OF THE PARTIES HAS MADE ANY, AND THERE IS NO, REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE IPv4 NUMBERS (INCLUDING ANY REPRESENTATION OR WARRANTY AS TO THE CONDITION, MERCHANTABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR TITLE OF ANY OF THE IPv4 NUMBERS).

3.0 LESSEE’S RIGHTS AND OBLIGATIONS

3.1 Refund:In the case this Agreement is terminated and no lease of the IPv4 Numbers has occurred, LARUS will refund the money, if any, which has already been paid by the Lessee as a form of deposit (“Deposit”) for leasing the IPv4 Numbers.

3.2 Lessee’s Obligations: Lessee, in good faith, agrees to use best endeavors to cooperate with LARUS and the Lessor in bringing about a lease or other delegation of the IPv4 Numbers. Lessee shall provide to LARUS and the Lessor all relevant information and rights (for example, user access right to IP addresses database for the IPv4 Numbers), take necessary actions, and execute relevant documents and/or agreements, in order to enable a successful lease and delegation of the IPv4 Numbers. Once the lease is confirmed, Lessor shall commit to it and cannot change, cancel or terminate the lease.

3.3 Term and Auto-Renew of the Lease: The term of the lease (“Lease Term”) will be as specified in the Order, stated on the Website and/or as agreed by both Parties as specified for the IPv4 Numbers. If the Lessee does not serve a 30-day notice to not to renew the Lease Term before the end of the Lease Term, the Lease Term will be automatically renewed for another calendar year on the same terms and conditions, provided that, LARUS has the rights to reject the renewal.

3.4 Acceptable Use Policy: Lessee agrees (and its employees, agents or others with access through Lessee to the IP space) to follow the policy of RIR (Regional Internet Registry) and will not:

Use the IP space for any unlawful purpose, including without limitation (i) intentionally or knowingly transmitting, receiving, or disseminating any obscene, pornographic, threatening, defamatory or other unlawful information or information which infringes upon legal rights of others, including intellectual property rights, (ii) intentionally or knowingly accessing accounts, servers, websites, data, hardware or software not intended to be accessed by Lessee; or (iii) engaging in any kind of fraudulent transaction or conduct.

Intentionally or knowingly use the IP space to transmit, receive or disseminate any information or material which could be expected to offend a reasonable person due to indecent, harassing, racially or ethnically discriminatory, violent or otherwise offensive content.

Use the IP space to transmit or disseminate unsolicited bulk messages, including advertisements, informational distributions and charitable or other solicitations. Lessee agrees to pay for all cost, expenses and fee damages that may occur associated to any black list removal as a result of usage by Lessee or Lessee’s users.

In case of disputes, LARUS reserves the right to make the final decision.

3.5 Tax Liabilities: Lessee agrees to consult its own tax advisor regarding the tax consequences, of the lease or other delegation of the IPv4 Numbers. Lessee acknowledges that LARUS's participation in such lease or other delegation is solely as a facilitator and not as a lessor, lessee, seller, buyer, retailer, wholesaler or vendor. Accordingly, LARUS makes no representations and assumes no responsibility for the potential tax liabilities of Lessee that may arise from the lease or other delegation of the IPv4 Numbers, including sales and use tax collection and remittance obligations, if any.

4.0 TRANSACTION

4.1 Price and Other Costs:

(i) Lessee agrees to pay to LARUS, the Deposit, the lease price (“Price”) of the IPv4 Numbers and the fee (“Fees”) as specified in the Order, stated on the Website and/or as agreed by both Parties as specified for the IPv4 Numbers in consideration of the lease or other delegation of IPv4 Numbers to Lessee and incidental costs, if any, related to the lease, delegation and process of the IPv4 Numbers.

(ii) Payments will be due on yearly basis. Lessee will make first payment at least 7 days before the lease starts. Thereafter, subsequent payments need to be made at least 30 days before the following years start for the term of the lease. LARUS reserves the rights to suspend or terminate the lease in the case when the payment is overdue more the 14 days.

5.0 CONFIDENTIALITY

5.1 Parties agree that, for a period of three (3) years from the date of disclosure, Disclosure of Confidential Information will be limited to Lessee’s and LARUS’s directors, officers, partners, members and/or employees having a need to know and shall not be disclosed to any third party (whether an individual, corporation, or other entity) without prior written consent. Exceptions exist if the information was (a) in the public domain at the time it was disclosed, (b) entered the public domain after disclosure, through no fault of a receiving Party, or (c) was communicated to the receiving Party by a third party who was free of any obligation of confidentiality. “Confidential Information” shall mean:

(i) LARUS Confidential Information: LARUS’s business methods, policies, procedures, techniques, research or development projects, results, past sales information, and financial information;

(ii) Lessee Confidential Information: Lessee’s business methods, policies, procedures, techniques, research or development projects, results, past sales information, financial information; and

(iii) Other Confidential Information: Any information in tangible form and labeled as “Confidential”, or, if disclosed orally or visually, identified as “Confidential” at the time of the disclosure and confirmed in writing to the other Party within thirty (30) days of disclosure, bearing a specific reference to the date, time, and information disclosed.

5.2 Non-Disclosure: Each Party hereby agrees not to disclose the terms and conditions of this Agreement, unless agreed otherwise in any further written agreement.

6.0 GENERAL PROVISIONS

6.1 Limitation of Liability:

(i) Although LARUS will endeavor to maintain the correctness of the information on the Trading Platform, Lessee will not hold LARUS responsible for other users' content, actions or inactions, or items they list or their destruction of allegedly fake items. Lessee acknowledges that the Trading Platform is not a traditional brokerage service. Instead, the Trading Platform is a venue to allow anyone to offer and lease IPv4 numbers, in a variety of pricings, formats and other specifics. Larus have no control over and do not guarantee the quality, safety or legality of items listed (for examples, usability and routability of the IPv4 Numbers), the truth or accuracy of users' content or listings, the ability of lessor to lease items, the ability of lessees to pay for items, or that a lessee or lessor will actually complete a transaction or return an item.

(ii) LARUS cannot guarantee continuous or secure access to the services, and operation of the Trading Platform may be interfered with by numerous factors outside of LARUS’s control.

(iii) Notwithstanding any other provisions in this Agreement, the aggregate cumulative liability of LARUS for all claims whatsoever arising out of or in connection with this Agreement or the service provided hereunder shall be limited to one hundred percent (100%) of the amount of the Fees paid by Lessee to LARUS for the service under this Agreement. The foregoing liability limitation is cumulative and not per incident.

(iv) LARUS is not liable to Lessee for any indirect, consequential, collateral, special, punitive or incidental loss or damage suffered or incurred by Lessee in connection with this Agreement whether during or after the Term of this Agreement and regardless of the form in which any legal or equitable action may be brought (whether in tort, contract, strict liability or otherwise). For the purposes of this Agreement, indirect or consequential loss or damage includes, without limitation, loss of revenue, loss of profit, anticipated savings or business, loss of data or goodwill, loss of use or value of any equipment or software, costs of procuring substitute goods or services, claims of third parties, and all associated and incidental costs and expenses, in each case to the extent that such losses are indirect and not direct.

(v) LARUS is not liable to Lessee in contract, tort or otherwise in respect of claims brought by any third party.

6.2 Independent Contractor: It is the express intent of the Parties that LARUS is an independent contractor and not an employee, agent, joint venturer or partner of the Lessee. Nothing in this Agreement shall be interpreted or construed as creating the relationship of employer and employee between the Lessee and LARUS and/or LARUS’s employees or agents.

6.3 Taxes:

(i) All payments made to LARUS shall be in the currency of United States and shall be made without deductions based on any currency control restrictions, import duties, sales tax, value added tax, corporate income tax, personal income tax or other tax or withholdings which may be imposed on or in respect of the service provided by LARUS hereunder.

(ii) In the event that LARUS or its employees are subject to any local taxes in Lessee’s country, Lessee shall file the tax returns promptly and pay such taxes on behalf of LARUS, and shall pay such additional amounts to LARUS as may be necessary so that the amount received by LARUS after such tax payment or withholding and after payments of any additional taxes or charges due as a consequence of the payment of such additional amounts, shall equal the amount that would have been received if such deductions or withholdings were not required. In the case that Lessee pays local taxes on behalf of LARUS, Lessee shall send LARUS certified copies of the tax receipts within 14 days.

6.4 Assignment:This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, but neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto without the prior written consent of the other Party; provided, however, that either Party may, without such consent, assign this Agreement and its rights and obligations hereunder in connection with the transfer or sale of all or substantially all of its business or assets, or in the event of its merger, consolidation, change in control or other similar transaction.

6.5 Termination:After the Term, this Agreement will be terminated. Upon any expiration or termination of this Agreement, the appropriate dated provisions shall survive.

6.6 Due Authority: Each individual signing this Agreement warrants and represents to the other Party that he or she has the authority to execute this Agreement on such Party’s behalf and to bind such Party to the terms of the Agreement.

6.7 Force Majeure: Neither Party shall be liable in damages or have the right to terminate this Agreement for any delay or default in performing hereunder if such delay or default is caused by conditions beyond its control including, but not limited to Acts of God, Government restrictions, wars, insurrections and/or any other cause beyond the reasonable control of the Party whose performance is affected.

6.8 Choice of Law:This Agreement shall be governed by and interpreted in accordance with the laws of the Hong Kong SAR. The Parties hereby agree to make their best efforts to reach an amicable settlement, provided that the Parties have failed to seek such amicable solution hence then either Party may refer the dispute to court and for this purpose, the Parties hereby choose as their domicile, the Hong Kong International Arbitration Center.

6.9 Severability:In the event any term or provision of this Agreement shall be determined by a court of competent jurisdiction to be illegal, invalid or unenforceable for any reason whatsoever, that provision shall be severed from this Agreement and shall not affect the validity of the remainder of the Agreement.

RIR Management Service Agreement

THIS AGREEMENT made as of the date (Effective Date”) that the Customer places the online order (“Order”) on the website (www.laruscloudservice.net) (“Website”) of LARUS Cloud Service Limited.

Please read this Agreement carefully before clicking the "I Agree" button. By clicking the "I Agree" button, you are agreeing to be bound by the terms and conditions of this Agreement.

Here in after you / your company will be referred to as the Customer ("Customer") and LARUS Cloud Service Limited will be referred to as LARUS (“LARUS”).

Each referred to in this Agreement as a “Party” and collectively as the “Parties”.

WHEREAS, Customer places an Order to engage LARUS to provide management service for the Customer’s membership (“Membership”) with the Regional Internet Registry (“RIR”) and, the corresponding IPv4 numbers (“IPv4 Numbers”) on the terms and conditions set forth herein; and

NOW THEREFORE, in consideration of the mutual promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Customer and LARUS hereby agree as follows:

1.0 Term:

The “Term” of this Agreement shall begin on the Effective Date and shall terminate upon the end of the Service.

2.0 Terms of Use of Service

2.1 Management Service (“Service”):

(i) Membership Application: LARUS will take necessary procedures and submit corresponding documents for the Membership application at the RIR specified in the Order. The endorsement of the application is subject to the approval by the RIR.

(ii) IP Address Application: As the case may be specified in the Order, LARUS will take necessary procedures and submit corresponding documents for applying for new IPv4 numbers allocated (“New IPv4 Numbers”) from the RIR. The endorsement of the application is subject to the approval by the RIR.

(iii) Management Support: LARUS will take necessary procedures, carry out administration works and handle corresponding documents for the management of the Membership and IPv4 Numbers. LARUS will handle the liaison with the RIR.

2.2 LARUS uses the information entered in the Order and/or information provided by Customer to carry out the Service. LARUS serves as service provider and organizer when submitting paperwork. LARUS is not a law firm, and neither LARUS nor any of its employees or associates provide legal services or legal consultation.

2.3 The information contained in the Website is provided for general information only and should not serve as a substitute for information provided by the RIR or other related organizations or parties.

2.4 LARUS will not be liable for any penalties, fines or other liabilities incurred by Customer or LARUS and Customer accepts full responsibility to pay these and indemnify LARUS against any liability in respect of the same.

2.5 All requests or instructions concerning the affairs of the Service will be given by Customer in writing to LARUS. LARUS may, at its sole discretion, agree to take action on any request or instruction given otherwise than in writing only on the express understanding that LARUS shall not be liable in respect of any misunderstanding or error regarding the same.

2.6 LARUS cannot guarantee approvals to be granted by the RIR which are subject to the RIR’s sole decisions.

2.7 LARUS shall not be liable for any failure to comply wholly or in part with any instructions received from Customer and shall not be responsible for consequences arising from non- receipt of instructions for any reason.

2.8 LARUS will not be held liable for loss, damage or theft of any items sent to Customer whilst they are going through the postal service.

3.0 LARUS’S OBLIGATIONS

3.1 LARUS Website: LARUS provides the Website for the Customer to solicit the Service from LARUS during the Term of this Agreement. LARUS will use good faith and commercially reasonable efforts to facilitate the Service.

3.2 Management Service: LARUS provides the Management Service as set out in Provision 2.1.

3.3 LARUS Warranties: LARUS warrants that (i) it is a limited liability corporation duly organized and validly existing and in good standing under the laws of Hong Kong SAR and (ii) has the requisite power and authority to enter into, deliver and perform its obligations pursuant to this Agreement, and is qualified to do business as contemplated by this Agreement.

3.4 EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN SECTIONS 3 AND 4, NONE OF THE PARTIES, OR ANY EMPLOYEE, OFFICER, DIRECTOR, ACCOUNTANT, FINANCIAL, LEGAL OR OTHER REPRESENTATIVE OF THE PARTIES HAS MADE ANY, AND THERE IS NO, REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED.

4.0 CUSTOMER’S RIGHTS AND OBLIGATIONS

4.1 Customer’s Obligations: Customer agrees to cooperate with LARUS in bringing about the successful application of Membership and, if requested in the Order, application of New IPv4 Numbers, and the management support in Customer’s Membership and IPv4 Numbers. Customer shall provide to LARUS all relevant information and rights (for example, user access right to IP addresses database for the IPv4 Numbers), take necessary actions, and execute relevant documents and/or agreements. Customer shall comply with the RIR’s rules and regulations and use the IPv4 Numbers ethically and legitimately.

4.2 Term of Use:Customer agree to and shall comply to the term of use of the Service set out in Provision 2.

4.3 Term of the Service: The term of the Service (“Service Term”) will be on yearly basis and start as specified in the Order, stated on the Website and/or as agreed by both Parties. Customer agrees to engage the Service until Customer no longer holds or possesses the Membership, and the Service Term will end.

4.4 Tax Liabilities: Customer agrees to consult its own tax advisor regarding the tax consequences, of the Service. LARUS makes no representations and assumes no responsibility for the potential tax liabilities of Customer that may arise from the Service, including sales and use tax collection and remittance obligations, if any.

5.0 TRANSACTION

5.1 Fees and Other Costs:

(i) Customer agrees to pay to LARUS the Service fees and other fee (“Fees”) as specified in the Order, stated on the Website and/or as agreed by both Parties and costs (“Costs”) related to or arising from the Service (including but not limited to fees charged by RIR).

(ii) Payments will be due on yearly basis. Customer will make first payment immediately on the Website during the Order placement or at least 7 days before the Service starts, as the case may be. Thereafter, subsequent payments need to be made at least 30 days before the following years start for the term of the Service. LARUS reserves the rights to suspend or terminate the Service in the case when the payment is overdue more the 14 days. Incidental Costs will be billed immediately and Customer shall settle the payments within 30 days.

6.0 CONFIDENTIALITY

6.1 Parties agree that, for a period of three (3) years from the date of disclosure, Disclosure of Confidential Information will be limited to Customer’s and LARUS’s directors, officers, partners, members and/or employees having a need to know and shall not be disclosed to any third party (whether an individual, corporation, or other entity) without prior written consent. Exceptions exist if the information was (a) in the public domain at the time it was disclosed, (b) entered the public domain after disclosure, through no fault of a receiving Party, or (c) was communicated to the receiving Party by a third party who was free of any obligation of confidentiality. “Confidential Information” shall mean:

(i) LARUS Confidential Information: LARUS’s business methods, policies, procedures, techniques, research or development projects, results, past sales information, and financial information;

(ii) Customer Confidential Information: Customer’s business methods, policies, procedures, techniques, research or development projects, results, past sales information, financial information; and

(iii) Other Confidential Information: Any information in tangible form and labeled as “Confidential”, or, if disclosed orally or visually, identified as “Confidential” at the time of the disclosure and confirmed in writing to the other Party within thirty (30) days of disclosure, bearing a specific reference to the date, time, and information disclosed.

6.2 Non-Disclosur: Each Party hereby agrees not to disclose the terms and conditions of this Agreement, unless agreed otherwise in any further written agreement.

7.0 GENERAL PROVISIONS

7.1 Limitation of Liability:

(i) Although LARUS will endeavor to maintain the correctness of the information on the Website, Customer will not hold LARUS responsible for content, actions or inactions, or items listed or delisted.

(ii) LARUS cannot guarantee continuous or secure access to the Website services, and operation of the Website may be interfered with by numerous factors outside of LARUS’s control.

(iii) Notwithstanding any other provisions in this Agreement, the aggregate cumulative liability of LARUS for all claims whatsoever arising out of or in connection with this Agreement or the service provided hereunder shall be limited to one hundred percent (100%) of the amount of the Fees paid by Customer to LARUS for the Service under this Agreement. The foregoing liability limitation is cumulative and not per incident.

(iv) LARUS is not liable to Customer for any indirect, consequential, collateral, special, punitive or incidental loss or damage suffered or incurred by Customer in connection with this Agreement whether during or after the Term of this Agreement and regardless of the form in which any legal or equitable action may be brought (whether in tort, contract, strict liability or otherwise). For the purposes of this Agreement, indirect or consequential loss or damage includes, without limitation, loss of revenue, loss of profit, anticipated savings or business, loss of data or goodwill, loss of use or value of any equipment or software, costs of procuring substitute goods or services, claims of third parties, and all associated and incidental costs and expenses, in each case to the extent that such losses are indirect and not direct.

(v) LARUS is not liable to Customer in contract, tort or otherwise in respect of claims brought by any third party.

7.2 Independent Contractor: It is the express intent of the Parties that LARUS is an independent contractor and not an employee, agent, joint venturer or partner of Customer. Nothing in this Agreement shall be interpreted or construed as creating the relationship of employer and employee between Customer and LARUS and/or LARUS’s employees or agents.

7.3 Taxes:

(i) All payments made to LARUS shall be in the currency of United States and shall be made without deductions based on any currency control restrictions, import duties, sales tax, value added tax, corporate income tax, personal income tax or other tax or withholdings which may be imposed on or in respect of the service provided by LARUS hereunder.

(ii) In the event that LARUS or its employees are subject to any local taxes in Customer’s country, Customer shall file the tax returns promptly and pay such taxes on behalf of LARUS, and shall pay such additional amounts to LARUS as may be necessary so that the amount received by LARUS after such tax payment or withholding and after payments of any additional taxes or charges due as a consequence of the payment of such additional amounts, shall equal the amount that would have been received if such deductions or withholdings were not required. In the case that Customer pays local taxes on behalf of LARUS, Customer shall send LARUS certified copies of the tax receipts within 14 days.

7.4 Assignment: This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, but neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto without the prior written consent of the other Party; provided, however, that either Party may, without such consent, assign this Agreement and its rights and obligations hereunder in connection with the transfer or sale of all or substantially all of its business or assets, or in the event of its merger, consolidation, change in control or other similar transaction.

7.5 Termination:After the Term, this Agreement will be terminated. Upon any expiration or termination of this Agreement, the appropriate dated provisions shall survive.

7.6 Due Authority: Each individual signing this Agreement warrants and represents to the other Party that he or she has the authority to execute this Agreement on such Party’s behalf and to bind such Party to the terms of the Agreement.

7.7 Force Majeure: Neither Party shall be liable in damages or have the right to terminate this Agreement for any delay or default in performing hereunder if such delay or default is caused by conditions beyond its control including, but not limited to Acts of God, Government restrictions, wars, insurrections and/or any other cause beyond the reasonable control of the Party whose performance is affected.

7.8 Choice of Law:This Agreement shall be governed by and interpreted in accordance with the laws of the Hong Kong SAR. The Parties hereby agree to make their best efforts to reach an amicable settlement, provided that the Parties have failed to seek such amicable solution hence then either Party may refer the dispute to court and for this purpose, the Parties hereby choose as their domicile, the Hong Kong International Arbitration Center.

7.9 Severability: In the event any term or provision of this Agreement shall be determined by a court of competent jurisdiction to be illegal, invalid or unenforceable for any reason whatsoever, that provision shall be severed from this Agreement and shall not affect the validity of the remainder of the Agreement.

RIR Management Service Agreement

THIS AGREEMENT made as of the date (Effective Date”) that the Customer places the online order (“Order”) on the website (www.laruscloudservice.net) (“Website”) of LARUS Cloud Service Limited.

Please read this Agreement carefully before clicking the "I Agree" button. By clicking the "I Agree" button, you are agreeing to be bound by the terms and conditions of this Agreement.

Here in after you / your company will be referred to as the Customer ("Customer") and LARUS Cloud Service Limited will be referred to as LARUS (“LARUS”).

Each referred to in this Agreement as a “Party” and collectively as the “Parties”.

WHEREAS, Customer places an Order to engage LARUS to provide management service for the Customer’s membership (“Membership”) with the Regional Internet Registry (“RIR”) and, the corresponding IPv4 numbers (“IPv4 Numbers”) on the terms and conditions set forth herein; and

NOW THEREFORE, in consideration of the mutual promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Customer and LARUS hereby agree as follows:

1.0 Term:

The “Term” of this Agreement shall begin on the Effective Date and shall terminate upon the end of the Service.

2.0 Terms of Use of Service

2.1 Management Service (“Service”):

(i) IP Address Application: As the case may be specified in the Order, LARUS will take necessary procedures and submit corresponding documents for applying for new IPv4 numbers allocated (“New IPv4 Numbers”) from the RIR. The endorsement of the application is subject to the approval by the RIR.

(ii) Management Support: LARUS will take necessary procedures, carry out administration works and handle corresponding documents for the management of the Membership and IPv4 Numbers. LARUS will handle the liaison with the RIR.

2.2 LARUS uses the information entered in the Order and/or information provided by Customer to carry out the Service. LARUS serves as service provider and organizer when submitting paperwork. LARUS is not a law firm, and neither LARUS nor any of its employees or associates provide legal services or legal consultation.

2.3 The information contained in the Website is provided for general information only and should not serve as a substitute for information provided by the RIR or other related organizations or parties.

2.4 LARUS will not be liable for any penalties, fines or other liabilities incurred by Customer or LARUS and Customer accepts full responsibility to pay these and indemnify LARUS against any liability in respect of the same.

2.5 All requests or instructions concerning the affairs of the Service will be given by Customer in writing to LARUS. LARUS may, at its sole discretion, agree to take action on any request or instruction given otherwise than in writing only on the express understanding that LARUS shall not be liable in respect of any misunderstanding or error regarding the same.

2.6 LARUS cannot guarantee that the approvals will be granted by the RIR which are subject to the RIR’s sole decisions.

2.7 LARUS shall not be liable for any failure to comply wholly or in part with any instructions received from Customer and shall not be responsible for consequences arising from non- receipt of instructions for any reason.

2.8 LARUS will not be held liable for loss, damage or theft of any items sent to Customer whilst they are going through the postal service.

3.0 LARUS’S OBLIGATIONS

3.1 LARUS Website: LARUS provides the Website for the Customer to solicit the Service from LARUS during the Term of this Agreement. LARUS will use good faith and commercially reasonable efforts to facilitate the Service.

3.2 Management Service: LARUS provides the Management Service as set out in Provision 2.1.

3.3 LARUS Warranties: LARUS warrants that (i) it is a limited liability corporation duly organized and validly existing and in good standing under the laws of Hong Kong SAR and (ii) has the requisite power and authority to enter into, deliver and perform its obligations pursuant to this Agreement, and is qualified to do business as contemplated by this Agreement.

3.4 EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN SECTIONS 3 AND 4, NONE OF THE PARTIES, OR ANY EMPLOYEE, OFFICER, DIRECTOR, ACCOUNTANT, FINANCIAL, LEGAL OR OTHER REPRESENTATIVE OF THE PARTIES HAS MADE ANY, AND THERE IS NO, REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED.

4.0 CUSTOMER’S RIGHTS AND OBLIGATIONS

4.1 Customer’s Obligations: Customer agrees to cooperate with LARUS in the Service provisioning. Customer shall provide to LARUS all relevant information and rights (for example, RIR Membership access right and user access right to IP addresses database for the IPv4 Numbers), take necessary actions, and execute relevant documents and/or agreements. Customer shall comply with the RIR’s rules and regulations and use the IPv4 Numbers ethically and legitimately.

4.2 Term of Use:Customer agrees to and shall comply with the term of use of the Service set out in Provision 2.

4.3 Term and Auto-Renew of the Service: The term of the Service (“Service Term”) will be on yearly basis and as specified in the Order, stated on the Website and/or as agreed by both Parties. If the Customer does not serve a 30-day notice to not to renew the Service Term before the end of the Service Term, the Service Term will be automatically renewed for another calendar year on the same terms and conditions, provided that, LARUS has the rights to reject the renewal.

4.4 Tax Liabilities: Customer agrees to consult its own tax advisor regarding the tax consequences, of the Service. LARUS makes no representations and assumes no responsibility for the potential tax liabilities of Customer that may arise from the Service, including sales and use tax collection and remittance obligations, if any.

5.0 TRANSACTION

5.1 Fees and Other Costs:

(i) Customer agrees to pay to LARUS the Service fees and other fees (“Fees”) as specified in the Order, stated on the Website and/or as agreed by both Parties and charges (“Costs”) related to or arising from the Service (including but not limited to fees charged by RIR).

(ii) Payments will be due on yearly basis. Customer will make first payment immediately on the Website during the Order placement or at least 7 days before the Service starts, as the case may be. Thereafter, subsequent payments need to be made at least 30 days before the following years start for the term of the Service. LARUS reserves the rights to suspend or terminate the Service in the case when the payment is overdue more the 14 days. Incidental Costs will be billed immediately and Customer shall settle the payments within 30 days.

6.0 CONFIDENTIALITY

6.1 Parties agree that, for a period of three (3) years from the date of disclosure, Disclosure of Confidential Information will be limited to Customer’s and LARUS’s directors, officers, partners, members and/or employees having a need to know and shall not be disclosed to any third party (whether an individual, corporation, or other entity) without prior written consent. Exceptions exist if the information was (a) in the public domain at the time it was disclosed, (b) entered the public domain after disclosure, through no fault of a receiving Party, or (c) was communicated to the receiving Party by a third party who was free of any obligation of confidentiality. “Confidential Information” shall mean:

(i) LARUS Confidential Information: LARUS’s business methods, policies, procedures, techniques, research or development projects, results, past sales information, and financial information;

(ii) Customer Confidential Information: Customer’s business methods, policies, procedures, techniques, research or development projects, results, past sales information, financial information; and

(iii) Other Confidential Information:Any information in tangible form and labeled as “Confidential”, or, if disclosed orally or visually, identified as “Confidential” at the time of the disclosure and confirmed in writing to the other Party within thirty (30) days of disclosure, bearing a specific reference to the date, time, and information disclosed.

6.2 Non-Disclosure: Each Party hereby agrees not to disclose the terms and conditions of this Agreement, unless agreed otherwise in any further written agreement.

7.0 GENERAL PROVISIONS

7.1 Limitation of Liability:

(i) Although LARUS will endeavor to maintain the correctness of the information on the Website, Customer will not hold LARUS responsible for content, actions or inactions, or items listed or delisted.

(ii) LARUS cannot guarantee continuous or secure access to the Website services, and operation of the Website may be interfered with by numerous factors outside of LARUS’s control.

(iii) Notwithstanding any other provisions in this Agreement, the aggregate cumulative liability of LARUS for all claims whatsoever arising out of or in connection with this Agreement or the service provided hereunder shall be limited to one hundred percent (100%) of the amount of the Fees paid by Customer to LARUS for the Service under this Agreement. The foregoing liability limitation is cumulative and not per incident.

(iv) LARUS is not liable to Customer for any indirect, consequential, collateral, special, punitive or incidental loss or damage suffered or incurred by Customer in connection with this Agreement whether during or after the Term of this Agreement and regardless of the form in which any legal or equitable action may be brought (whether in tort, contract, strict liability or otherwise). For the purposes of this Agreement, indirect or consequential loss or damage includes, without limitation, loss of revenue, loss of profit, anticipated savings or business, loss of data or goodwill, loss of use or value of any equipment or software, costs of procuring substitute goods or services, claims of third parties, and all associated and incidental costs and expenses, in each case to the extent that such losses are indirect and not direct.

(v) LARUS is not liable to Customer in contract, tort or otherwise in respect of claims brought by any third party.

7.2 Independent Contractor: It is the express intent of the Parties that LARUS is an independent contractor and not an employee, agent, joint venturer or partner of Customer. Nothing in this Agreement shall be interpreted or construed as creating the relationship of employer and employee between Customer and LARUS and/or LARUS’s employees or agents.

7.3 Taxes:

(i) All payments made to LARUS shall be in the currency of United States and shall be made without deductions based on any currency control restrictions, import duties, sales tax, value added tax, corporate income tax, personal income tax or other tax or withholdings which may be imposed on or in respect of the service provided by LARUS hereunder.

(ii) In the event that LARUS or its employees are subject to any local taxes in Customer’s country, Customer shall file the tax returns promptly and pay such taxes on behalf of LARUS, and shall pay such additional amounts to LARUS as may be necessary so that the amount received by LARUS after such tax payment or withholding and after payments of any additional taxes or charges due as a consequence of the payment of such additional amounts, shall equal the amount that would have been received if such deductions or withholdings were not required. In the case that Customer pays local taxes on behalf of LARUS, Customer shall send LARUS certified copies of the tax receipts within 14 days.

7.4 Assignment: This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, but neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto without the prior written consent of the other Party; provided, however, that either Party may, without such consent, assign this Agreement and its rights and obligations hereunder in connection with the transfer or sale of all or substantially all of its business or assets, or in the event of its merger, consolidation, change in control or other similar transaction.

7.5 Termination:After the Term, this Agreement will be terminated. Upon any expiration or termination of this Agreement, the appropriate dated provisions shall survive.

7.6 Due Authority: Each individual signing this Agreement warrants and represents to the other Party that he or she has the authority to execute this Agreement on such Party’s behalf and to bind such Party to the terms of the Agreement.

7.7 Force Majeure: Neither Party shall be liable in damages or have the right to terminate this Agreement for any delay or default in performing hereunder if such delay or default is caused by conditions beyond its control including, but not limited to Acts of God, Government restrictions, wars, insurrections and/or any other cause beyond the reasonable control of the Party whose performance is affected.

7.8 Choice of Law: This Agreement shall be governed by and interpreted in accordance with the laws of the Hong Kong SAR. The Parties hereby agree to make their best efforts to reach an amicable settlement, provided that the Parties have failed to seek such amicable solution hence then either Party may refer the dispute to court and for this purpose, the Parties hereby choose as their domicile, the Hong Kong International Arbitration Center.

7.9 Severability: In the event any term or provision of this Agreement shall be determined by a court of competent jurisdiction to be illegal, invalid or unenforceable for any reason whatsoever, that provision shall be severed from this Agreement and shall not affect the validity of the remainder of the Agreement.

VPN Solutions

THIS AGREEMENT made as of the date (“Effective Date”) that the Client places the online order (“Order”) on the website (www.laruscloudservice.net) (“Website”) of LARUS Cloud Service Limited.

Please read this Agreement carefully before clicking the "I Agree" button. By clicking the "I Agree" button, you are agreeing to be bound by the terms and conditions of this Agreement.

Here in after you / your company will be referred to as the Client ("Client") and LARUS Cloud Service Limited will be referred to as Supplier (“Supplier”).

Each referred to in this Agreement as a “Party” and collectively as the “Parties”.

SECTION A: AGREEMENT AND KEY DETAILS

AGREEMENT

The Supplier agrees to provide, and the Client agrees to buy, the Virtual Private Network Software as a Service offering, and related services, on the terms of the Agreement. The Agreement comprises:

Section A (Agreement and Key Details, including this cover page); and

Section B (General Terms).

KEY DETAILS

Item Detail
Start Date On the date of the Effective Date.
End Date One year from the Start Date; and if the Client does not serve a 30-day notice to not to renew the term before the End Date, the End Date will be automatically extended for another calendar year on the same terms and conditions, provided that, the Supplier has the rights to reject the renewal.
SaaS Service The SaaS Service is the Virtual Private Network (“VPN”) service provided for the Client to further provide for its customers as a service.
Item Detail
Related Services

Client website (“Client Website”): A dedicated website for Client for offering VPN service to its customers and for its customers to place orders.

Web-based administration system: A dedicated system for Client to administrate the Client Website, the VPN service and offerings, its customers, and related matters.

Implementation: Design and implementation of the home page of the Client Website

Integration: Integration with Client’s online payment system

Support: Technical support for the SaaS Service, Client Website and the web-based administration system.

Fees and Payment Terms

The fees (“Fees”) are as specified in the Order, stated on the Website and/or as agreed by both Parties and Payment Terms are as set out in this Agreement.

To avoid doubt, additional services may be requested by the Client during the term of the Agreement and additional fees will apply to those services.

Website www.laruscloudservice.net .

SECTION B: GENERAL TERMS

1 INTERPRETATION

1.1 Definitions: In the Agreement, the following terms have the stated meaning:

Term Meaning
Agreement Section A (Agreement and Key Details) and Section B (General Terms).
Confidential Information the terms of the Agreement and any information that is not public knowledge and that is obtained from the other party in the course of, or in connection with, the Agreement. Intellectual Property owned by the Supplier (or its licensors), including the VPN Software, is the Supplier’s Confidential Information. The Data is the Client’s Confidential Information.
Data all data, content, and information (including personal information) owned, held, used or created by or on behalf of the Client that is stored using, or inputted into, the Services.
End Date the end date set out in the Key Details.
Fees the fees set out in the Key Details.
Force Majeure

an event that is beyond the reasonable control of a party, excluding:

an event to the extent that it could have been avoided by a party taking reasonable steps or reasonable care; or

a lack of funds for any reason.

Intellectual Property Rights includes copyright and all worldwide rights conferred under statute, common law or equity relating to inventions (including patents), registered and unregistered trade marks and designs, circuit layouts, data and databases, confidential information, know how, and all other rights resulting from intellectual activity. Intellectual Property has a consistent meaning, and includes any enhancement, modification or derivative work of the Intellectual Property.
Term Meaning
Key Details the Agreement specific details set out in Section A of the Agreement.
Objectionable includes being objectionable, defamatory, obscene, harassing, threatening, or unlawful in any way.
Payment Terms the payment terms set out in the Key Details (if any).
Related Services any related service described in the Key Details and any further services that the Supplier agrees to provide to the Client under the Agreement.
SaaS Service the service having the core functionality described in the Key Details. The SaaS Service may be described in more detail on the Website, as the Website is updated from time to time.
Services the SaaS Service and any Related Service.
Start Date the start date set out in the Key Details.
Underlying Systems the VPN Software, IT solutions, systems and networks (including software and hardware) used to provide the Services, including any third party solutions, systems and networks.
VPN Software the software owned by the Supplier (and its licensors) that is used to provide the SaaS Service.
Website the Internet site at the domain set out in the Key Details, or such other site notified to the Client by the Supplier.
Year a 12 month period starting on the Start Date or the anniversary of that date.

1.2 Interpretation: In the Agreement:

a clause and other headings are for ease of reference only and do not affect the interpretation of the Agreement;

b words in the singular include the plural and vice versa;

c a reference to:

i a party to the Agreement includes that party’s permitted assigns;

ii personnel includes officers, employees, contractors and agents, but a reference to the Client’s personnel does not include the Supplier;

iii a person includes an individual, a body corporate, an association of persons (whether corporate or not), a trust, a government department, or any other entity;

iv including and similar words do not imply any limit; and

v a statute includes references to regulations, orders or notices made under or in connection with the statute or regulations and all amendments, replacements or other changes to any of them;

d no term of the Agreement is to be construed against a party because the term was first proposed or drafted by that party; and

e if there is any conflict between Section B and Section A of the Agreement, Section B prevails unless expressly stated otherwise in Section A.

2 SERVICES

2.1 General: The Supplier must use best efforts to provide the Services:

a in accordance with the Agreement and law of Hong Kong SAR;

b exercising reasonable care, skill and diligence; and

c using suitably skilled, experienced and qualified personnel.

2.2 Non-exclusive: The Supplier’s provision of the Services to the Client is non-exclusive. Nothing in the Agreement prevents the Supplier from providing the Services to any other person.

2.3 Availability:

a Subject to clause 2.3b, the Supplier will use reasonable efforts to ensure the SaaS Service is available. However, it is possible that on occasion the SaaS Service may be unavailable to permit maintenance or other development activity to take place, or in the event of Force Majeure. The Supplier will use reasonable efforts to issue advance notification of any unavailability.

b The SaaS Service interoperates with a range of third party service features. The Supplier does not make any warranty or representation on the availability and reliability of those features. Without limiting the previous sentence, if a third party feature provider ceases to provide that feature or ceases to make that feature available on reasonable terms, the Supplier may cease to make available that feature to the Client. To avoid doubt, if the Supplier exercises its right to cease the availability of a third party feature, the Client is not entitled to any refund, discount or other compensation.

2.4 Underlying Systems: The Supplier is responsible for procuring all Underlying Systems reasonably required for it to provide the SaaS Service in accordance with the Agreement.

2.5 Additional Related Services:

a The Supplier may, from time to time, make available additional services to supplement the SaaS Service.

b At the request of the Client and subject to the Client paying the applicable Fees, the Supplier may agree to provide to the Client an additional Related Service on the terms of the Agreement.

3 CLIENT OBLIGATIONS

3.1 General use: The Client and its personnel must:

a use the Services in accordance with the Agreement solely for:

i the purposes set out for the Service; and

ii lawful purposes; and

b not commercially exploit the Services.

3.2 Access conditions: When accessing the SaaS Service, the Client and its personnel must:

a not impersonate another person or misrepresent authorisation to act on behalf of others or the Supplier;

b correctly identify the sender of all electronic transmissions;

c not attempt to undermine the security or integrity of the Underlying Systems;

d not use, or misuse, the SaaS Service in any way which may impair the functionality of the Underlying Systems or impair the ability of any other user to use the SaaS Service;

e not attempt to view, access or copy any material or data other than that to which the Client is authorised to access;

f neither use the SaaS Service in a manner, nor transmit, input or store any Data, that breaches any third party right (including Intellectual Property Rights and privacy rights) or is Objectionable, incorrect or misleading; and

g comply with any terms of use on the Website, as updated from time to time by the Supplier.

3.3 Authorisations: The Client is responsible for procuring all licences, authorisations and consents required for it and its personnel to use the Services, including to use, store and input Data into, and process and distribute Data through, the Services.

4 DATA

4.1 Supplier access to Data:

a The Client acknowledges that:

i the Supplier may require access to the Data to exercise its rights and perform its obligations under the Agreement; and

ii to the extent that this is necessary but subject to clause 7, the Supplier may authorise a member or members of its personnel to access the Data for this purpose.

b The Client must arrange all consents and approvals that are necessary for the Supplier to access the Data as described in clause 4.1a.

4.2 Backups of Data: While the Supplier will take standard industry measures to back up all Data stored using the Services, the Client agrees to keep a separate back-up copy of all Data uploaded by it onto the SaaS Service.

4.3 Indemnity: The Client indemnifies the Supplier against any liability, claim, proceeding, cost, expense (including the actual legal fees charged by the Supplier’s solicitors) and loss of any kind arising from any actual or alleged claim by a third party that any Data infringes the rights of that third party (including Intellectual Property Rights and privacy rights) or that the Data is Objectionable, incorrect or misleading.

5 FEES

5.1 Fees: The Client must pay to the Supplier the Fees.

5.2 Payment:

a Client agrees to pay to the Supplier the Fees. Payments will be due on yearly basis. Client will make first payment immediately on the Website during the Order placement or at least 7 days before the Service starts, as the case may be. Thereafter, subsequent payments need to be made at least 30 days before the following Years start for the term of the Service. Incidental fees or costs will be billed immediately and Customer shall settle the payments within 30 days.

b All payments made to the Supplier shall be in the currency of United States and shall be made without deductions based on any currency control restrictions, import duties, sales tax, value added tax, corporate income tax, personal income tax or other tax or withholdings which may be imposed on or in respect of the service provided by the Supplier hereunder.

c In the event that the Supplier or its employees are subject to any local taxes in Client’s country, Client shall file the tax returns promptly and pay such taxes on behalf of the Supplier, and shall pay such additional amounts to Supplier as may be necessary so that the amount received by the Supplier after such tax payment or withholding and after payments of any additional taxes or charges due as a consequence of the payment of such additional amounts, shall equal the amount that would have been received if such deductions or withholdings were not required. In the case that Client pays local taxes on behalf of the Supplier, Client shall send the Supplier certified copies of the tax receipts within 14 days.

5.3 Overdue amounts: The Supplier reserves the rights to suspend or terminate the Service in the case when the payment is overdue more the 14 days. The Supplier reserves the rights to impose an interest charge for any delayed payment at the rate of two (2) percent (2%) above the prime rate of Hong Kong SAR for the period commencing from the due date to the date of the payment that has been paid in full.

6 INTELLECTUAL PROPERTY

6.1 Ownership:

a Subject to clause 6.1b, title to, and all Intellectual Property Rights in, the Services, the Website, and all Underlying Systems is and remains the property of the Supplier (and its licensors). The Client must not dispute that ownership.

b Title to, and all Intellectual Property Rights in, the Data (as between the parties) remains the property of the Client. The Client grants the Supplier a worldwide, non-exclusive, fully paid up, transferable, irrevocable licence to use, store, copy, modify, make available and communicate the Data for any purpose in connection with the exercise of its rights and performance of its obligations in accordance with the Agreement.

6.2 Know how: To the extent not owned by the Supplier, the Client grants the Supplier a royalty-free, transferable, irrevocable and perpetual licence to use for the Supplier’s own business purposes any know how, techniques, ideas, methodologies, and similar Intellectual Property used by the Supplier in the provision of the Services.

6.3 Feedback: If the Client provides the Supplier with ideas, comments or suggestions relating to the Services or Underlying Systems (together feedback):

a all Intellectual Property Rights in that feedback, and anything created as a result of that feedback (including new material, enhancements, modifications or derivative works), are owned solely by the Supplier; and

bthe Supplier may use or disclose the feedback for any purpose.

6.4 The Client acknowledges that the SaaS Service may link to third party websites or feeds that are connected or relevant to the SaaS Service. Any link from the SaaS Service does not imply any Supplier endorsement, approval or recommendation of, or responsibility for, those websites or feeds or their content or operators. To the maximum extent permitted by law, the Supplier excludes all responsibility or liability for those websites or feeds.

7 CONFIDENTIALITY

7.1 Security: Each party must, unless it has the prior written consent of the other party:

a keep confidential at all times the Confidential Information of the other party;

b effect and maintain adequate security measures to safeguard the other party’s Confidential Information from unauthorised access or use; and

c disclose the other party’s Confidential Information to its personnel or professional advisors on a need to know basis only and, in that case, ensure that any personnel or professional advisor to whom it discloses the other party’s Confidential Information is aware of, and complies with, the provisions of clauses 7.1a and 7.1b.

7.2 Permitted disclosure: The obligation of confidentiality in clause 7.1a does not apply to any disclosure or use of Confidential Information:

a for the purpose of performing the Agreement or exercising a party’s rights under the Agreement;

b required by law (including under the rules of any stock exchange);

c which is publicly available through no fault of the recipient of the Confidential Information or its personnel;

d which was rightfully received by a party to the Agreement from a third party without restriction and without breach of any obligation of confidentiality; or

e by the Supplier if required as part of a bona fide sale of its business (assets or shares, whether in whole or in part) to a third party, provided that the Supplier enters into a confidentiality agreement with the third party on terms no less restrictive than this clause 7.

8 WARRANTIES

8.1 Mutual warranties: Each party warrants that it has full power and authority to enter into and perform its obligations under the Agreement which, when signed, will constitute binding obligations on the warranting party.

8.2 No implied warranties: To the maximum extent permitted by law:

a the Supplier’s warranties are limited to those set out in the Agreement, and all other conditions, guarantees or warranties whether expressed or implied by statute or otherwise are expressly excluded; and

b the Supplier makes no representation concerning the quality of the Services and does not promise that the Services will:

i meet the Client’s requirements or be suitable for a particular purpose; or

ii be secure, free of viruses or other harmful code, uninterrupted or error free.

8.3 Limitation of remedies: Where legislation or rule of law implies into the Agreement a condition or warranty that cannot be excluded or modified by contract, the condition or warranty is deemed to be included in the Agreement. However, the liability of the Supplier for any breach of that condition or warranty is limited, at the Supplier’s option, to:

a supplying the Services again; and/or

b paying the costs of having the Services supplied again.

9 LIABILITY

9.1 Maximum liability: The maximum aggregate liability of the Supplier under or in connection with the Agreement or relating to the Services, whether in contract, tort (including negligence), breach of statutory duty or otherwise, must not in any Year exceed an amount equal to the Fees paid by the Client under the Agreement in the previous Year (which in the first Year is deemed to be the total Fees paid by the Client from the Start Date to the date of the first event giving rise to liability).

9.2 Unrecoverable loss:The Supplier is not liable to the Client under or in connection with the Agreement or the Services for any:

a loss of profit, revenue, savings, business, use, data (including Data), and/or goodwill; or

b consequential, indirect, incidental or special damage or loss of any kind.

9.3 No liability for other’s failure: Neither party will be responsible, liable, or held to be in breach of the Agreement for any failure to perform its obligations under the Agreement or otherwise, to the extent that the failure is caused by the other party failing to comply with its obligations under the Agreement, or by the negligence or misconduct of the other party or its personnel.

9.4 Mitigation:Each party must take reasonable steps to mitigate any loss or damage, cost or expense it may suffer or incur arising out of anything done or not done by the other party under or in connection with the Agreement.

10 TERM, TERMINATION AND SUSPENSION

10.1 Duration: Unless terminated under this clause 10, the Agreement starts on the Start Date and ends on the End Date.

10.2 Termination rights:

a Either party may, by notice to the other party, immediately terminate the Agreement if the other party:

i breaches any material provision of the Agreement and the breach is not:

remedied within 30 days of the receipt of a notice from the first party requiring it to remedy the breach; or

capable of being remedied;

ii becomes insolvent, liquidated or bankrupt, has an administrator, receiver, liquidator, statutory manager, mortgagee’s or chargee’s agent appointed, becomes subject to any form of insolvency action or external administration, or ceases to continue business for any reason; or

iii is unable to perform a material obligation under the Agreement for 60 days or more due to Force Majeure.

10.3 Consequences of termination or expiry:

a Termination or expiry of the Agreement does not affect either party’s rights and obligations that accrued before that termination or expiry.

b On termination or expiry of the Agreement, the Client must pay all Fees for Services provided prior to that termination or expiry.

c Except to the extent that a party has ongoing rights to use Confidential Information, at the other party’s request following termination or expiry of the Agreement, a party must promptly return to the other party or destroy all Confidential Information of the other party that is in the first party’s possession or control.

10.4 Suspending access:Without limiting any other right or remedy available to the Supplier, the Supplier may restrict or suspend the Client’s access to the SaaS Service where the Client (including any of its personnel):

a undermines, or attempts to undermine, the security or integrity of the SaaS Service or any Underlying Systems;

b uses, or attempts to use, the SaaS Service:

i for improper purposes; or

ii in a manner, other than for normal operational purposes, that materially reduces the operational performance of the SaaS Service; or

c has otherwise materially breached the Agreement (in the Supplier’s reasonable opinion).

11 DISPUTES

11.1 Good faith negotiations: Before taking any Court action, a party must use best efforts to resolve any dispute under, or in connection with, the Agreement through good faith negotiations.

11.2 Obligations continue:Each party must, to the extent possible, continue to perform its obligations under the Agreement even if there is a dispute.

11.3 Right to seek relief:This clause 11 does not affect either party’s right to seek urgent interlocutory and/or injunctive relief.

12 GENERAL

12.1 Force Majeure: Neither party is liable to the other for any failure to perform its obligations under the Agreement to the extent caused by Force Majeure, provided that the affected party:

a immediately notifies the other party and provides full information about the Force Majeure;

b uses best efforts to overcome the Force Majeure; and

ccontinues to perform its obligations to the extent practicable.

12.2 Rights of third parties:No person other than the Supplier and the Client has any right to a benefit under, or to enforce, the Agreement.

12.3 Waiver: To waive a right under the Agreement, that waiver must be in writing and signed by the waiving party.

12.4 Independent contractor: The Supplier is an independent contractor of the Client, and no other relationship (e.g. joint venture, agency, trust or partnership) exists under the Agreement.

12.5 Severability:Any illegality, unenforceability or invalidity of a provision of the Agreement does not affect the legality, enforceability or validity of the remaining provisions of the Agreement.

12.6 Variation:Any variation to the Agreement must be in writing and signed by both parties.

12.7 Entire agreement:The Agreement sets out everything agreed by the parties relating to the Services, and supersedes and cancels anything discussed, exchanged or agreed prior to the Start Date. The parties have not relied on any representation, warranty or agreement relating to the subject matter of the Agreement that is not expressly set out in the Agreement, and no such representation, warranty or agreement has any effect from the Start Date.

12.8 Law:The Agreement is governed by, and must be interpreted in accordance with, the laws of Hong Kong SAR. Each party submits to the non-exclusive jurisdiction of the Courts of Hong Kong SAR in relation to any dispute connected with the Agreement.