Exhibit A:
GENERAL TERMS AND CONDITIONS
FOR China Unicom Americas INTERNATIONAL SERVICES
[Definitions of Initial-Capitalized Terms Appear in Clause M below.]
A. Your Contract with China Unicom Americas
1. These general terms and conditions apply to
a variety of services offered by China
Unicom Americas, (each, a “Service”).
Additional terms and conditions apply to
each of these Services and are reflected in
the separate specific terms and conditions
for that Service (the “Specific Terms and
Conditions”; together with these General
Terms and Conditions, and any other
supplemental terms and conditions referred
to in the Order Form, the “Terms and
Conditions of the applicable Service”).
2. When you purchase one or more Services
from us, you will enter into a contract with
CHINA UNICOM Americas. This contract
(the “Agreement”) will consist of: (i) these
General Terms and Conditions; (ii) one or
more Order Forms (including any schedules
and appendices attached to and referenced in
the Order Form) for the Service(s) you are
purchasing; and (iii) the Specific Terms and
Conditions applicable to each Service you
are purchasing. If you are purchasing more
than one Service, you will be deemed to
have a separate Agreement with us for each
Service.
3. Our Agreement with you will be effective as
to the purchased Service as of the date we
countersign the Order Form for that Service
that you have signed and submitted to us
(the “Effective Date”).
4. You may order upgrades of, or
modifications to an existing Service, or
place orders for additional Services by
executing an additional Order Form that
references or attaches these General Terms
and Conditions and references or attaches
the applicable Specific Terms and
Conditions. Upon countersignature of this
additional Order Form by CHINA UNICOM
Americas, an additional Agreement will
exist between you and CHINA UNICOM
Americas as to such upgraded or additional
Services.
5. In the event of any discrepancies between
General Terms and Conditions, any Specific
Terms and Conditions, or the Order Form,
the following order of precedence will
apply:
i. (highest precedence) Order Form
(including any special terms specified in
the Order Form or contained in schedules
or appendices attached to and referenced
therein).
ii. Specific Terms and Conditions
iii. (lowest precedence) General Terms and
Conditions
B. Term
1. Our Agreement with you will be effective as
to the contracted Service as of the
Effective Date and will remain in force
until the end of the specified term for the
Service unless terminated earlier. You
must specify an initial term for each
Service (the “Initial Term”) in the Order
Form; if no Initial Term is specified, the
Initial Term will be one year. The Initial
Term will commence on the Service
Commencement Date for the Service.
Upon conclusion of the specified Initial
Term, the Agreement will continue in
effect indefinitely until terminated by
 either Party upon 30 days written notice.
Please see Clause G.3 for certain
payments, penalties and other conditions
that apply to termination in certain
circumstances.
C. Implementation
1. Prior to any RRFS Date (as defined below)
for the Service at any location, you may
postpone the RRFS date for that location
by giving us prompt written notice to such
effect. If the rescheduled RRFS is more
than thirty days following the original
RRFS Date, we will have the right to bill
you for any charges or expenses incurred
by CHINA UNICOM Americas as a result
of the rescheduling. Such expenses may
include local access fees. You may not
postpone the RRFS date for any location
by more than 60 days from the original
RRFS date.
2. Any requested ready for service date for
delivery of a Service (the “RRFS Date”) set
forth in the Order Form or otherwise
specified by CHINA UNICOM Americas is
subject to our standard and expedited
delivery intervals for the applicable Service.
These intervals may change from time to
time. Although we will use reasonable
efforts to install the Service on or before the
RRFS Date, our inability to do so or to meet
any other target date will not constitute a
breach by us under this Agreement.
However if we fail to make any Service
available to you within 90 days of the
applicable RRFS Date, upon ten (10) days’
prior written notice to us you may cancel the
Service so delayed. Such cancellation will
be your sole remedy under this Agreement.
3. If you request delivery of the Service at a
location other than a CHINA UNICOM
Americas POP, you will be deemed to have
appointed CHINA UNICOM Americas or
its designated affiliate as agent to arrange
local access from the requested CHINA
UNICOM Americas POP to your specified
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location. You must cooperate with us in
securing local access arrangements from
local access providers. If we arrange local
access on your behalf in connection with the
Service, you will be deemed to have agreed
to and accepted all the terms and conditions
imposed by the local access provider(s) and
will indemnify us for any costs or liabilities
that we incur under such arrangements
(including, without limitation, any
cancellation penalties incurred if all or a
portion of the applicable Service is
terminated or cancelled).
D. Charges and Payment
1. There are generally two components to our
charges for Service: (i) one-time installation
charges (the “Initial Charge”); and (ii)
monthly recurring charges (“Monthly
Service Charges”). For some Services,
Initial Charges and Monthly Service
Charges may consist of several components,
and you may also incur certain additional
miscellaneous charges, in each case as
specified in the applicable Specific Terms
and Conditions. If we are procuring local
access for you in connection with a Service,
you will also incur local access charges.
There may be additional separate charges for
local access. All charges will be set forth in
the Order Form.
2. You may also have to pay certain additional
non-recurring charges in connection with
certain Services. Such charges will be
specified in the applicable Specific Terms
and Conditions.
3. All charges are exclusive of any and all
applicable taxes including value added tax
(if any), and regulatory surcharges (if any).
These amounts will be charged separately in
your invoices.
4. Subject to applicable law, CHINA
UNICOM Americas reserves the right to
vary our charges at any time to reflect
changes in the governmental policies or to
 reflect the changes in the costs we incur in
providing any Service to you. We will give
you thirty days prior written notice of such
changes.
5. We will invoice you in advance on a
monthly basis and the Initial Charge will
be reflected in the first invoice we send
you, together with the Monthly Service
Charges for the coming month. Monthly
Service Charges will begin to accrue on
the Service Commencement Date. Some
Services also have usage-based Monthly
Service Charge components which will be
invoiced in arrears. We will invoice in the
currency specified in (in order of
preference) the Order Form, in US
Dollars. You must pay our invoices in full
within thirty days of the invoice date.
You must pay all amounts invoiced or
otherwise owed to us under this
Agreement without set-off or deduction.
Any sum that is not paid when due will
incur an interest charge of 10%, or the
maximum amount permitted by law, if
less, commencing on the payment due
date. We may change the applicable
default interest rate in the event of
significant fluctuations in applicable
interest rates and other economic
conditions. You will be conclusively
deemed to have accepted any invoiced
amounts which you do not dispute in
writing prior to the applicable payment
due date.
6. You must pay all taxes, duties, fees, levies
and other similar charges and any related
interest penalties however designated or
imposed by any taxing or governmental
authority whether imposed directly on you
or indirectly on CHINA UNICOM
Americas as a result of the existence or
operation of this Agreement or otherwise
relating to the Service. If you are required
to withhold or pay such taxes from
amounts that we have invoiced you for,
you must pay such additional amounts so
that the net amount received by CHINA
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UNICOM Americas after such payment or
withholding is equal to the amount
invoiced.
7. You may be required to give us a security
deposit and/or your use of the Service may
be subject to credit limits. In each case
the applicable details will be set forth in
the Order Form.
E. Modification and Maintenance
1. We may modify the network or technical
specifications applicable to any Service so
long as such modifications do not result in
any significant changes to the features and
functionalities of the Service at the time you
purchased it.
2. CHINA UNICOM Americas may at its sole
discretion wholly or partially suspend the
Service in connection with network or
equipment modification, preventive or
emergency maintenance, or as may be
required by applicable law. Whenever
possible we will give you advance notice of
any planned intention to suspend the Service
for any period and will provide such details
as are available concerning the expected
schedule and duration of such a suspension.
To the extent possible, we will discuss
expected suspensions with you in advance
and implement them in a manner which
minimizes their impact on you and your
users.
3. CHINA UNICOM Americas provides a
coordinated, single point of contact
maintenance function for Customer on a
24/7 basis. We will notify you of the
details of this point of contact.
F. Customer Responsibilities
In addition to your other obligations under
the Agreement you must:
1. Procure for CHINA UNICOM Americas
and its subcontractors and agents access to
 the premises and points of contact at all
Circuit Location Addresses.
2. Provide us with such additional
documentation, such as letters of agency as
may be necessary for us to procure local
access for you in connection with the
Service
3. Assume all responsibility for all local access
arrangements procured by CHINA
UNICOM Americas in connection with the
Service.
4. Upgrade Customer-provided equipment as
necessary to support the Service and provide
environmentally suitable equipment rooms
that comply with applicable laws and other
requirements as may be applicable to the
relevant equipment or otherwise reasonably
specified by CHINA UNICOM Americas.
5. Participate in any testing procedures and
provide escort services and a secure and safe
environment to any personnel of CHINA
UNICOM Americas or its subcontractors
while they are on your premises for
purposes of installation, testing or
maintenance.
6. To the extent that we have agreed to provide
any network terminating or other equipment
in connection with the Service, you must:
i. Acknowledge that title to any equipment
placed by CHINA UNICOM Americas or
our subcontractor on your premises in
connection with the Service remains with
us or such subcontractor.
ii. Be responsible for preparing the location
for installation, including providing
adequate space, heating and cooling and
electrical power.
iii. Provide us or our agents with reasonable
access to the location for installation and
maintenance.
iv. Use reasonable care in protecting the
equipment from damage or loss and
repair or replace any equipment that is
damaged or lost due to theft, negligence,
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intentional acts, unauthorized acts or
other causes that are within your
reasonable control.
v. Upon termination of the Service or the
Agreement for any reason, make
available all equipment for removal or
return in the same condition as originally
installed (ordinary wear and tear
excepted) or pay a mutually negotiated
restoration or retention fee.
vi. Hold us harmless for any interruption of
or inability to use the Service where such
event is caused by your failure to comply
with any of the foregoing.
7. Use the Service only for the purposes for
which it is designed and provided.
8. Possess or obtain and maintain in force all
necessary licenses and permits, and comply
with any laws, directives, regulations and
conventions which may be applicable to the
possession or use of the Service by you or
third parties using it through you.
9. Not use the Service or permit third parties
using it through you to do so in a manner
which:
i. violates any applicable law, regulation,
treaty or tariff;
violates the acceptable usages of any
ii.
networks, equipment or services which
are accessed through CHINA
UNICOM Americas network;
infringes on the intellectual property
iii.
rights of others;
is fraudulent, deceptive, or misleading;
iv.
is excessively burdensome or otherwise
v.
results in network interruptions of any
kind; or
involves illegal or unauthorized access,
vi.
exploitation, interruptions or
monitoring.
You must hold harmless and indemnify us
for any failures to comply with your
obligations under this Clause.
10. Comply with your other obligations that are
 specified in the Country Annex and the
Specific Terms and Conditions.
G. Termination
1. Termination for Breach by Customer. If: (i)
you fail to pay any outstanding charges
due under this Agreement within five days
of us notifying you of the delinquency; or
(ii) you fail to comply with any other
important provision of this Agreement and
have not remedied the failure within 30
days of us notifying you, you will be in
default of this Agreement. Once you are
in default of this Agreement, we may at
our sole discretion do any or all of the
following: (a) terminate or temporarily
suspend all of the Services or just the
Services that are the subject of the default;
(b) terminate this Agreement; (c) attach,
take possession of and/or remove any
equipment you have in our facilities in
connection with the Services and, subject
to applicable law, sell or otherwise
dispose of it in full or partial satisfaction
of amounts you owe us under this
Agreement; or (d) exercise such other
remedies as are available to us or our
affiliates at law or in equity. If we
terminate a Service or the Agreement, in
addition to all charges accruing to the
applicable Service up to and including the
termination date, you must also pay us the
Termination Charges described in Clause
G.3. In the event we suspend a Service,
charges will continue to accrue during the
period of suspension until (1) we
terminate the Service or this Agreement or
(2) you cure the applicable default and we
reactivate the Service.
2. Termination for Breach by CHINA
UNICOM Americas. If we fail to perform an
important obligation under of this
Agreement and have not remedied such
failure within 30 days of you notifying us,
you may terminate the applicable Service.
You will not be liable for any charges
accruing to the Services from the time of
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termination. If our failure to perform (and
no other factors) resulted in you not being
able to use the Service you will not be liable
for any charges accruing to the Service after
the date the Service became unusable.
Termination of the Service is your sole and
exclusive remedy under this Agreement for
breach by CHINA UNICOM Americas.
3. Termination Charges for Customer Breach
or Early Termination for Customer
Convenience. For each Service that is
terminated prior to the end of the applicable
term (see Clause B above), you must pay
the following termination charges: (i) all
unpaid Initial Charges, Monthly Service
Charges and other charges incurred up to
and including the date of termination; (ii) for
Services with an Initial Term of one year or
less, all Monthly Service Charges that would
have been payable for the remainder of the
Initial Term; (iii) for Services with an Initial
Term of more than one year, all Monthly
Service Charges that would have been
payable during the first year of such term (if
termination is during the first year), and fifty
percent of the Monthly Service Charges that
would have been payable over the remaining
term of the Initial Term; (iv) any charges
and expenses applicable to local access or
other services procured by CHINA
UNICOM Americas on your behalf in
connection with the Services; and (v) any
taxes payable by you (see Clause D.5
above).
4. Termination for Bankruptcy, etc. If any
proceeding in bankruptcy, reorganization,
insolvency, liquidation or receivership are
commenced by or against either Party, the
other Party may, upon twenty-four hours’
written notice, terminate this Agreement for
immediate effect.
H. Third Party Use
1. You may resell and permit third parties to
use the Service, subject to the following
conditions: (i) no such resale or third party
 use will lessen or modify your obligations AND YOUR EXCLUSIVE REMEDIES
under this Agreement; (ii) use of the AGAINST CHINA UNICOM Americas
Service by third parties must comply with FOR ANY DAMAGES ARISING FROM
this Agreement and all applicable laws; (iii) ANY ACT OR OMISSION RELATING TO
you must possess or maintain all licenses, THIS AGREEMENT, REGARDLESS OF
permits and other requirements that may be THE FORM OF ACTION, WHETHER IN
applicable to such resale or third party use. CONTRACT, TORT, STRICT LIABILITY
You must, and hereby agree to, indemnify, OR OTHERWISE, ARE LIMITED TO
defend and hold harmless CHINA THE FOLLOWING: (i) FOR DIRECT
UNICOM Americas and its affiliates for DAMAGES TO REAL OR TANGIBLE
and from all liabilities and costs (including PERSONAL PROPERTY, YOUR
reasonable legal fees) arising from any and PROVEN DIRECT DAMAGES, SUBJECT
all claims by any third party in connection TO A MAXIMUM EQUAL TO THE
with the Services, (including, without AGGREGATE MONTHLY SERVICE
limitation, any claims regarding content CHARGES PAID BY YOU UNDER THIS
transmitted using the Services or violation AGREEMENT, (ii) FOR DEATH,
of data protection legislation) regardless of DISMEMBERMENT, DISFIGUREMENT,
the form of action, whether in contract, tort, INCAPACIPATION OR MUTILATION
warranty, or strict liability. However, you OR OTHER PERSONAL INJURY,
have no obligation to indemnify us against UNLIMITED BUT SUBJECT TO
claims for damages for bodily injury or PROVEN DIRECT DAMAGES, AND (iii)
death directly caused by our own FOR EVENTS ENTITLING YOU TO
negligence. CREDITS UNDER AN APPLICABLE,
“SERVICE LEVEL AGREEMENT,” THE
I. Warranty and Limitation of Liability SPECIFIED CREDIT ALLOWANCES.

1. WARRANTY AND DISCLAIMER. 3. EXCLUSION OF CONSEQUENTIAL

CHINA UNICOM Americas WARRANTS DAMAGES, ETC. CHINA UNICOM
THAT IT WILL DELIVER THE Americas WILL IN NO
SERVICES USING THE REASONABLE CIRCUMSTANCES BE LIABLE TO YOU
SKILL AND CARE OF A COMPETENT OR ANY PERSON CLAIMING
TELECOMMUNICATIONS SERVICE THROUGH YOU FOR ANY INDIRECT,
PROVIDER AND WILL USE INCIDENTAL, CONSEQUENTIAL,
REASONABLE EFFORTS TO RESTORE RELIANCE, OR SPECIAL DAMAGES OR
THE SERVICES IN THE CASE OF A FOR LOST REVENUES, LOSS OF DATA,
NETWORK FAILURE. CHINA UNICOM LOST SAVINGS, OR LOST PROFITS OF
Americas MAKES NO OTHER ANY KIND, REGARDLESS OF THE
WARRANTY OR GUARANTEE, FORM OF ACTION, WHETHER IN
EXPRESS OR IMPLIED, UNDER THIS CONTRACT, WARRANTY, STRICT
AGREEMENT OR OTHERWISE. CHINA LIABILITY, OR TORT, INCLUDING,
UNICOM Americas FURTHER WITHOUT LIMITATION, NEGLIGENCE
EXPRESSLY DISCLAIMS ANY IMPLIED OF ANY KIND WHETHER ACTIVE OR
WARRANTIES OF PASSIVE. CHINA UNICOM Americas
MERCHANTABILITY, SATISFACTORY WILL IN NO CIRCUMSTANCES BE
QUALITY, AND/OR FITNESS FOR A LIABLE FOR ANY DAMAGES
PARTICULAR PURPOSE. ATTRIBUTABLE TO ANY SERVICE,
PRODUCT OR ACTIONS OF ANY
2. LIMITATION OF LIABILITY. CHINA PERSON OTHER THAN CHINA
UNICOM Americas ENTIRE LIABILITY UNICOM Americas, ITS EMPLOYEES
General Terms and Conditions
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 AND AGENTS.
J. Dispute Resolution
1. All disputes arising out of or in connection
with this Agreement will be referred to and
finally resolved by arbitration in accordance
with the rules of the International Chamber
of Commerce. The arbitration proceedings
will be conducted in California, USA and
the language of the arbitration proceedings
will be in English. The decision resulting
from the arbitration will be final and binding
on the parties. Each party shall bear its own
fees and costs of arbitration.
K. Confidentiality
1. From the Effective Date until the expiration
of five years following the termination of
this Agreement, a Party receiving
(“Recipient”) information marked or
otherwise reasonably understood to be
confidential or proprietary of the disclosing
party (hereinafter “Information”) must keep
confidential and not disclose without the
disclosing Party’s consent the Information
received, and will use the same level of care
with respect to the Information as the
Recipient employs with respect to its own
confidential or proprietary information. For
purposes of maintaining the confidentiality
of this Agreement, both Parties will be
Recipients of the Information contained
therein.
2. Notwithstanding the above, Information will
not be deemed confidential and Recipient
will have no obligation with respect to any
Information which (a) is already known to
Recipient, (b) is or becomes publicly known
through no negligent or wrongful act of
Recipient, (c) is received by Recipient from
another source without similar restriction
and without breach of this Agreement, or (d)
is furnished to a third party by the disclosing
Party without similar restrictions on the third
party’s rights.
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3. If Recipient receives lawful process
requesting or requiring it to disclose any
Information, Recipient will promptly notify
the disclosing Party in order that the
disclosing Party may seek an appropriate
protective order, or consent to the release of
the Information.
4. To the extent CHINA UNICOM Americas
collects any personal data in the
administration and operation of this
Agreement, such data will be considered
information subject to this Clause K.
5. CHINA UNICOM Americas will be
permitted to process information received
from Customer for the purposes of the
administration and operation of this
Agreement and the provision of the
Services. Such processing may also include
storage of information in a local or foreign
database.
L. General Terms
1. Publicity and Advertising. Neither Party
may publish or use any advertising, sales
promotions, press releases or other publicity
which use the other Party's name, logo,
trademarks or service marks without the
prior written approval of the other Party,
provided that CHINA UNICOM Americas
may list you as a user of the Service in
advertising and sales promotion materials.
2. Governing Law. The validity, interpretation
and performance of this Agreement will be
governed by the laws of the State of
California, USA.
3. Limitation of Actions. Any legal action
arising from or in connection with this
Agreement, or any Service provided or work
performed hereunder, must be brought
within two years after the cause of action
arises.
4. Title. Nothing in this Agreement is intended
to or will create or vest in you any right, title
 or interest in any Service, its configuration
or the underlying equipment and assets used
to provide it.
5. Severability. If a court or administrative
body holds any provision of this Agreement
to be invalid or unenforceable, the relevant
provision will be deemed severed from this
Agreement, and the remaining provisions
will remain in full force and effect and the
Parties will promptly negotiate a
replacement provision, if necessary.
6. Assignment and Subcontracting. This
Agreement may not be assigned or
transferred by either Party unless the other
Party gives its prior written consent.
However, notwithstanding the previous
sentence, we may: (i) freely assign or
transfer this Agreement to a company
controlling us, or under common control
with us; (ii) freely assign our right to
receive payments for the Services; and (iii)
subcontract a Service or a portion thereof,
however we will remain liable for the
performance of any of our subcontractors.
Any purported assignment that is
inconsistent with this Clause will be void.
The Parties agree that they will execute all
documents and do all such acts reasonably
necessary to give effect to this Clause L.6.
7. Independent Contractors. Under this
Agreement, both Parties are independent
contractors, maintaining complete control
over their own personnel and operations.
Except as expressly set forth herein in
Clauses C.3 and F.2, above, neither Party
will become a partner, agent, fiduciary or
legal representative of the other through
operation of this Agreement.
8. No Third Party Beneficiaries. This
Agreement is not intended to be for the
benefit of any third party, is not enforceable
by any third party, and does not confer upon
any third party any remedy, claim or rights.
9. Force Majeure. Neither you nor CHINA
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UNICOM Americas may be held
responsible for any delay or failure in
performance of any part of this Agreement if
and to the extent that it is caused by acts of
God or nature (including wild animals), war
or war-like conditions, mob violence, acts or
failures to act of any governmental
authority, or any other events or
circumstances beyond the reasonable control
of the applicable party (“force majeure”).
However no force majeure events or
circumstances will excuse you of your
obligation to make any payments that are
owed to CHINA UNICOM Americas for
Services delivered before the force majeure
event or that accrue due to your continued
use of the Services thereafter. We will give
you notice, and you must give CHINA
UNICOM Americas reasonable notice of
any events of force majeure and their
anticipated effect upon performance under
this Agreement. If any event of force
majeure affecting a party lasts for more than
three months, either Party may terminate the
affected Service upon twenty-four hours`
prior written notice to the other party.
Neither party will incur any liability or other
penalties in the event a Service is terminated
under the previous sentence, except you will
be required to pay any outstanding charges
in respect of the Services.
10. Regulatory Changes. Services may be
subject to laws and regulations in one or
more jurisdictions. If the provision of a
Service in any applicable jurisdiction is
found to violate any applicable law or
regulation or would result in any additional
licensing requirements becoming applicable
to CHINA UNICOM Americas in any
applicable jurisdiction, we may cancel or
suspend the applicable Service upon
reasonable prior notice to you. You must
pay any charges applicable to the Service
prior to its cancellation or suspension, but
will not be liable for any other amounts. We
will make commercially reasonable efforts
to restore the Service, or to provide under
this Agreement a functionally equivalent
 Service that is permitted under the
applicable laws and regulations of the
relevant jurisdiction. We will agree with
you separately upon pricing terms for a
functionally equivalent substitute Service.
We will not be liable for any other damages
or costs incurred due to regulatory changes
affecting our Services.
11. Notices. All notices required or permitted
under this Agreement must be made in
writing and will be treated as having been
received by the intended recipient when: (i)
delivered in person to the recipient; (ii)
delivered with payment to a courier service;
or (iii) sent by facsimile with receipt
confirmed by the sender’s equipment.
Either party may change their address for
notice as shown on the Order Form on ten
days’ prior written notice to the other party.
12. Survivability. Any provision of this
Agreement which by its context is intended
to apply after termination of this Agreement
will survive its termination.
13. Waiver. The waiver by either Party of any
breach of this Agreement by the other Party
in a particular instance will not operate as a
waiver of subsequent breaches of a same or
different kind. The failure of either Party to
exercise any rights under this Agreement in
a particular instance will not operate as a
waiver of the Party's right to exercise the
same or different rights in any subsequent
instance.
14. English Language. This Agreement has been
executed in the English Language, which
language will be controlling in all respects.
No translation of the Agreement into any
other language will be of any force or effect
in the interpretation of the Agreement or in
the determination of the intent of the Parties,
unless otherwise specified in the Country
Annex.
M. Definitions
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References to “you”, “your” and
“Customer” refer to the Customer named on
the Order Form and executing this
Agreement. References to “we”, “us”, “our”
and “CHINA UNICOM Americas” refer to
the CHINA UNICOM Americas named on
the Order Form and executing this
Agreement. As used in this Agreement, the
following terms are intended to have the
meanings indicated.
“Agreement” means the Agreement between
CHINA UNICOM Americas and you and
consisting of: (i) these Services Agreement
Terms and Conditions and (ii) the Order
Form executed by you and CHINA
UNICOM Americas..
“CHINA UNICOM Americas POP” means
a network Point of Presence maintained by
CHINA UNICOM Americas or its affiliates
and partners.
“Availability” of a Service means the
monthly percentage which actual service
time availability bears to scheduled service
time, with scheduled service time equaling
24 hours/day, 7 days/week (720
hours/month). Scheduled service time will
be reduced accordingly by amounts of time
for service suspensions, as provided in
Clause E.
“Circuit Location Address” means the
location specified by Customer in the Order
Form for one or both ends of the Service, if
the Service is to be delivered at a location
outside a CHINA UNICOM Americas POP.
“Customer”, “you” and “your” refers to the
Customer identified on and executing the
Order Form.
“Customer Interface” means either (i) the
Customer connection to Local Access
Interface Equipment at a Circuit Location
Address, or (ii) the Customer connection to
a CHINA UNICOM Americas International
POP, in each case as specified on the Order
Form.
“Effective Date” means the date on which
the Order Form is signed by CHINA
UNICOM Americas.
“Order Form” means the Order Form for the
Service that, when executed by Customer
and CHINA UNICOM Americas, together
with the Specific Terms and Conditions and
these General Terms and Conditions
comprise the Agreement between the
parties.
“Party” means either CHINA UNICOM
Americas or Customer, and “Parties” means
both of CHINA UNICOM Americas and
Customer.
“Service Commencement Date” means the
earliest of: (i) the date when Customer is
notified that the Service ordered is being
provided to the Customer Interface; (ii) the
date when Customer begins using the
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Service, or (iii) the seventh day following us
notifying you that we have successfully
completed all circuit testing on the Service,
unless you notify us during that period of
any objections to such test results.
N. Entire Agreement
This Agreement, including the Order Form
and Specific Terms and Conditions, is the
entire Agreement between the Parties
concerning the applicable Service and it
supersedes all prior agreements, proposals,
representations, statements, or
understandings, whether written or oral,
concerning the Service. No change,
modification or waiver of any of the terms
of this Agreement will be binding unless
included in a written agreement and signed
by both Parties.
We hope you find our Services satisfactory
and thank you for choosing CHINA
UNICOM Americas.
Exhibit B

CHINA UNICOM Americas

INTERNATIONAL PRIVATE LEASED CIRCUIT SERVICES
-- SPECIFIC TERMS AND CONDITIONS --
[Definitions of Initial-Capitalized Terms Appear in Clause M of the General Terms and
Conditions.]

1. Your Contract with CHINA UNICOM
Americas
1.1 Together with the General Terms and
Conditions for CHINA UNICOM
Americas Services, these Specific Terms
and Conditions, when attached to an Order
Form properly filled out and duly executed
by you and the CHINA UNICOM
Americas, will constitute your Agreement
with CHINA UNICOM Americas for our
International Private Leased Circuit
Service (for purposes of this Agreement,
“the Service”).
1.2 Please refer to the General Terms and
Conditions for the general terms and
conditions applicable to our Agreement
with you for the Service.
2. Service Overview
2.1 CHINA UNICOM Americas International
Private Leased Circuit Service consists of
one or more end-to-end connection
between City Pairs. Each end will
terminate in a Customer Interface at (a) a
Circuit Location Address or (b) a CHINA
UNICOM Americas POP, in each case as
specified in the Order Form. Customer
Interfaces at CHINA UNICOM Americas
POP are subject to availability.
2.2. From time to time, the Parties may, but
shall not be obliged to, enter into separate
Orders for the leasing of IPLC Services.
2.3 Each Order shall be effected, evidenced
and governed in accordance with this
Specific Terms and Conditions and other
General Terms and Conditions
- 11 –
confirming evidence in the form of Order.
2.4 Provisioning of Bandwidth
Subject to technical and operational
feasibility, CHINA UNICOM Americas will
provide the customer with an IPLC
transmission capacity having the following
variants and transmission rates:
IPLC service Transmission rates
variants (bp/s)
PoP-PoP 1.5M; 2M; 45M;
155M ; 622M* ;
2488M*
PoP-End 1.5M; 2M; 45M;
155M ; 622M* ;
2488M*
End-End 1.5M; 2M; 45M;
155M ; 622M* ;
2488M*
* on special request, project based
3. Initial Charges
Initial Charges. Initial charges for the Service
will consist of the installation charge
specified in the Order Form, together with
any initial charges applicable to local access
circuits we have procured on your behalf.
4. Monthly Service Charges
Monthly Service Charges. Monthly Service
Charges for the Service consist of three
elements: (i) Local Access Charges; (ii)
IPLC connection Charges applicable to the
Service; and (iii) other Monthly Service
Charges applicable to the Service, if any,
 which will be specified in the Order Form.
7.1 The Service is to be accepted per IPLC and
4.1 Local Access Charges. When we procure related local access circuit.
local access on your behalf for use in
connection with the Service, we will 7.2 After CHINA UNICOM Americas finishes
invoice you for Local Access Charges as the provisioning of your local access circuit,
part of the Monthly Service Charge. For we will notify you by email or telephone.
services terminating outside CHINA You must finish the installation of CPE
UNICOM Americas Gateways (Beijing, (Customer Premises Equipment) within two
Shanghai, Guangzhou), a Domestic (2) days of receiving our notification, and
Private Leased Circuit equal to the charge notify our project manager of the completion
of a Domestic Long Distance Local Loop of the CPE installation. CHINA UNICOM
shall be applied. Americas is responsible for network
configuration and will coordinate with you to
test the end-to-end IPLC when the CPE is
4.2 IPLC Connection Charges. Pricing for
ready. CHINA UNICOM Americas will
IPLC Connection is determined according
issue an “Acceptance Letter” (refer to
to the transmission bandwidth and region
attachments) if the testing is successful.
designated by you in the Order Form.
However, in the event that testing is not
successful, we will perform trouble shooting
5. Other Charges
and re-configuration as necessary and then
repeat the testing process until the testing is
In addition to Monthly Service Charges and
successfully completed. Once the testing is
Initial Charges, you may incur additional
successful, an Acceptance Letter will be
non-recurring charges including: (i) any non-
issued to you. The actual “RFS Date” is
recurring charges imposed by local access
indicated on the Acceptance Letter. You
providers in connection with Service
should sign and return the Acceptance Letter
reconfigurations or cancellations; (ii) Service
to us within five (5) days of receiving it. The
reconfiguration; (iii) Service cancellation or
Service Commencement Date starts on the
disconnection; and (iv) miscellaneous
actual RFS date indicated on the Acceptance
additional charges to the extent that our
Letter.
efforts to install, reconfigure or disconnect
any aspect of the Service are delayed for any
7.3. In the event that you fail to have the CPE
reasons resulting from customer negligence.
ready within two (2) days of local access
circuit completion, we have the right to
6. Technical Standards and Method of
proceed with configuration of our network
Operations
and issue an Acceptance Letter although end-
to-end IPLC testing is not and cannot be
6.1 Unless otherwise agreed by the Parties, the
carried out. Under this circumstance, you
technical standards and method of operation
shall be obliged to sign the Acceptance Letter
to be applied and used in the provision of
and accept the actual RFS Date as the
the Services shall conform to the relevant
Service Commencement Date.
Recommendations of The
Telecommunication Standards Sector (TSS)
of the International Telecommunication
8. Definitions
Union (ITU).
“IPLC” means International Private Leased
Circuit.
7. Project Completion and Service Acceptance

General Terms and Conditions

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“Service Commencement Date” means the
date on which a circuit is made available by
CHINA UNICOM Americas to the customer.
“Acceptance Letter” means the document
signed by both Parties to validate the
commencement date of the services.
“RFS Date” means Ready for Service Date.

General Terms and Conditions

- 13 –
Exhibit C

CHINA UNICOM Americas

PRIVATE LEASED LINE ORDER FORM

Contract No.: Order No.: Applied Date: August 28, 2009

1. Customer Information

Customer Name Global Telecom & Technology

Address 8484 Westpark Drive, McLean, Virginia 22102

Service Contact Simon +44 207 029 4803

Person Curtis-Ells Tel./Fax/Email +44 207 489 7300
Simon.curtis-ells@gt-t.net
Technical Contact Dennis Tel./Fax/Email 703 442 5509/703 442
Person Collins 5501/dennis.collins@gt-t.net

2. Service Information
New Installation □Cancellation □Changing Speed □
Changing Access Mode
Application Type
□Changing Interface □ Changing IP Address □ Other

Term 2 Years from Service Request Commencement Date:

Commence Date
BETWEEN
Evergreen Solar at 112 Barnum Road, Devens, Mass. 01434. Telephone at
site 508 251 2220. Contact: Robert Galloni 508 251 3408 or Bill Ryan (+1
508 357 2221 xtn 3241)
CPE______________________________________________________
Terminal Address AND
Evergreen Solar at No. 3, Road No. 1, Liufang Dongyi Industrial Park.
Donghu Gaoxin District. Wuhan, Hubei. 430205. Telephone at site: +86
27 879 86 173. Contact Robert Galloni +1 508 251 3408
CPE______________________________________________________

Access Mode □DDN □FR X□Ethernet SDH □PDH

X□Fiber □Satellite □Other__________
□V.35 G.703 □HSSI
□10BASE-T □10BASE-FL X□100BASE-TX
Interface Standard □100BASE-FX
□1000BASE-LX □1000BASE-SX □POS( 1310nm/1550nm)
□ATM(1310nm/1550nm) □Other____________
Bandwidth 50 MB Ethernet

General Terms and Conditions

- 14 –
 Monthly Charge: $25,650.00
Charges Initial Charge: $6,600.00 (Monthly charge for 2 year
contract)
Customer End
 Provided By Customer □CHINA UNICOM Americas purchase
Equipment for customer
Provision
Local Access Circuit Installation  By CHINA UNICOM Americas
Project □ By Customer
Implementation Customer End Equipment Installing & Testing □ By CHINA
UNICOM Americas  By Customer

Maintenance of Local Access Circuit  By CHINA UNICOM Americas □ By

Local Access Customer
Circuit & Customer Customer End Equipment Maintenance □ By CHINA UNICOM
End Equipment Americas  By Customer
If, in the future, a MSA is negotiated and executed between CHINA UNICOM
Americas and Customer it will supersede the General terms and Conditions and
Remark Specific Terms and Conditions where applicable.
Please note that customer requires 802.1Q transparent service, with QinQ and
VLAN support

China Unicom Americas Operations Ltd.

(Authorized signature)
Name: Simon Curtis-Ells Name:

Title: Head of Project Management Title:

Date: 9TH September 2009 Date:

General Terms and Conditions

- 15 –
 International Private Leased Circuit Services Agreement
Signature Sheet

This International Private Leased Circuit Services Agreement (the “Agreement”) is made effective
as of the effective date specified below (the “Effective Date”) by and between China Unicom
Americas, a Corporation established under the laws of the State of California with its registered
address at 707 Wilshire Blvd., Suite 3088, Los Angeles, CA 90017 (“CHINA UNICOM
Americas”) and the Customer identified below (“Customer” or “You”).

Customer: Global Telecom & Technology

Address: 8484 Westpark Drive, Mclean, Virginia 22102

Effective Date: 9th September 2009

CHINA UNICOM Americas is in the business of providing certain telecommunication services in

the United States of America, and Customer desires to purchase certain such services, upon and
subject to the terms and conditions of this Agreement.

This Agreement consists of this signature sheet, the General Terms and Conditions, the Specific
Terms and Condition, and Order Form(s) attached to this Signature sheet and the following Exhibits
attached hereto.

Exhibit A: General Terms and Conditions

Exhibit B: Specific Terms and Conditions
Exhibit C: Order Form(s)

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their
duly authorized officers or representatives as of the Effective Date.

China Unicom Americas Corp Customer: Global Telecom & Technology

By: By:

Name: Name: Simon Curtis-Ells

Title: Title: Head of Project Management

Service Level Agreement follows.

General Terms and Conditions

- 16 –
 International Private Leased Circuit
Service Level Agreement

By

China Unicom Americas Operations LTD.

PRODUCT/SERVICE: IPLC Service Level Agreement (IPLC-SLA)

EFFECTIVE FROM: NOV 2007

VERSION: V3.0

1 Scope

This document outlines the criteria of PoP to PoP International Private Leased Circuit
(IPLC) provided by China Unicom Americas Operations Limited also known as China
Unicom Americas Operations Ltd.( hereunder ‘CUA’). Local access circuit service
level is not applicable to this document.

2 Definitions

ARFSD

Refers to Agreed Ready for Service Date, the date that CUA agreed to commission
the Circuit as per mutually agreed on.

Break in Transmission

Refers to an unscheduled period in which the service is interrupted and not usable for
60 or more seconds within a 15-minute period, as measured by CUA.

Days

Refers to the calendar days.

Fault

General Terms and Conditions

- 17 –
Refers to a Break in Transmission.

IPLC

Refers to an International Private Leased Circuit.

Month

Refers to a calendar month.

MRC

Refers to the Monthly Rental Charges of a particular Circuit payable to CUA during
the term of agreement.

PoP

Refers to Point of Presence.

PoP of CUA--- Refers to the International gateways of CUA in Mainland China

(including Beijing, Shanghai and Guangzhou) and international PoPs in Hong Kong,
US (Los Angeles, New York, San Jose), UK (London), Germany (Frankfurt), and
Japan (Tokyo).

Circuit

Refers to the circuit provided by CUA .

PoP to PoP Circuit---Refer to the dedicated circuit between PoPs within PoP of CUA.

CA

Refers to the Circuit Availability.

Severely Error Seconds

Refers to the second(s) when the bit error ratio ≥ 10-3 per second.

Total Time Per Month

Refers to 30 days x 24 hours = 720 hours for every calendar Month.

Unavailable Time

Refers to the time fallen within the Unavailable Time Period.

General Terms and Conditions

- 18 –
 Unavailable Time Period

Refers to a period when 10 consecutive Severely Error Seconds have been observed.
The end of such Unavailable Time Period is declared when 10 consecutive seconds
without any severely bit error has been observed.

Circuit BER

Refers to the Circuit Bit Error Rate of PoP to PoP Circuit provided by CUA: better than
1*10-8.

3 Service Level Agreement

3.1 Service Delivery - Lead Time

CUA guarantees the Circuit can be installed and activated by a mutually ARFSD.

The lead-time is from 30 to 60 business days. If CUA fails to provide IPLC service on
or before the original ARFSD, a Service Delivery Guarantee Rebate is calculated in
accordance with the following formula:

SDG Rebate = MRC x SDG Rebate Percentage1

No. of Calendar Days Delayed from SDG Rebate %

ARFSD

Days < 7 1%

7 ≤ Days ≤ 15 5%

Days > 15 10%

TABLE 1: SDG COMPENSATION SCHEDULE

3.2 CA - Circuit Availability

CUA guarantees the availability of the Circuit from China to PoP of CUA shall be:≥
99.9% per Month.

Availability is calculated in accordance with the following formula:

Availability = ((Total Time Per Month)-(Total Unavailable Time Per Month)) x

1
In accordance with the SRG Compensation Schedule (Table 1).

General Terms and Conditions

- 19 –
 100% (Total Time Per Month)

If CUA fails to meet the availability guarantee, a CAG Rebate is calculated in

accordance with the following formula:

TABLE 2: CAG COMPENSATION SCHEDULE

CAG Rebate = MRC x CAG Rebate Percentage

Availability in Each Month CAG Rebate

99.999% <Availability 0%
99.99% <Availability <99.999% 2.5%
99.9% <Availability <99.99% 5%
99.7% <Availability <99.9% 7.5%
99.5% <Availability <99.7% 10%
99.3% <Availability <99.5% 12.5%
99.1% <Availability <99.3% 20%

The customer should notify CUA of any service interruptions. The credit rebate will be
based on the time period the trouble ticket is opened and closed after the circuit is
accepted by the customer. SLA credit will not be provided without customer
notification to open a trouble ticket.

3.3. Mean Time To Repair (MTTR)

Mean Time To Repair (MTTR) is defined as a monthly average of the time taken to
repair all faults on a specific circuit during a Network Outage. The length of each
Network Outage on a specific circuit is totaled at the end of each billing month and
divided by the corresponding number of Network Outages for that channel. If MTTR
per billing month extends beyond 4 hours, the following credit rebates are applicable
(which rebates will be in addition to any rebates Customer is entitled to receive
pursuant to Section 3.2. above)

MTTR credit rebates %

Between 4 and 5 hours 1.0 %

Between 5 and 6 hours 2.0 %

Between 6 and 7 hours 3.0 %

More than 7 hours 5.0 %

General Terms and Conditions

- 20 –
TABLE 3: MTTR COMPENSATION SCHEDULE

3.4 Service Response Time

24 hours x 7 days, 365 days per year

4. Terms and Conditions

The exclusions include, but are not limited to, the following:

• A failure which is caused by any third party telecommunication service provider(s);

• Planned Disconnection of Network: “Planned Disconnection of Network” refers to the

possible event where CUA would need to severe the network connection in order to
repair the circuit or for any other maintenance purposes authorized by CUA. In
such event, CUA will provide the proper contact person through either phone, e-
mail, or fax (as chosen by the contact person) 7 days prior to the planned
disconnection.

• Any Force Majeure event beyond the reasonable control of CUA including, but not
limited to, acts of God, government regulation, national emergency and any other
defined in the agreement(s) of the particular Circuit(s).

• Any interruptions resulting from defects or failures of the apparatus, applications or

facilities, which are not provided or maintained by CUA.

• Any interruptions as a result of the customer’s negligence, or any disconnection of

the network not approved by CUA.

• Any interruptions reported and discovered by the customer but not recognized by
CUA.

• Service Outages attributable to the installation of a new circuit.

• END SLA

General Terms and Conditions

- 21 –