COMMS-ONLINE

COMMS-ONLINE.COM TERMS AND CONDITIONS THE FOLLOWING DESCRIBES THE RULES OF CONDUCT AND CONDITIONS GOVERNING THE USE OF THE MARKETPLACE BY MEMBERS.

RULES OF THE MARKETPLACE
Welcome to Comms-Online.Com Rules of the Marketplace (the "Rules"). The Rules describe what you can expect from us and what we expect from you when accessing the Comms-Online.Com Web site.

We may amend the Rules at any time by posting the amended terms on our site. The amended Rules shall be effective automatically upon being posted on this site. Your continued use of the services at our site will be deemed your agreement to the amended terms and conditions. A notice of any material amendment to the Rules shall be posted on the web site for one week following such amendment. The Rules were most recently revised on September 27, 2000.

1. Eligibility. To use the Comms-Online.Com online marketplace and auction site (the "Marketplace") you must be legally able to make binding contracts under applicable law. Without limiting the foregoing, our services are not available to minors or to any other person or entity otherwise restricted under applicable law, regulation, treaty or convention. If you do not qualify, please do not use our Marketplace. We may refuse our services to anyone or limit a Member's use of the Marketplace, at any time, at our sole discretion.

2. Fees. Joining Comms-Online.Com is free. However, the following fees are payable to Comms-Online.Com in connection with transactions between Members.

Transaction Fees. A Supplier that wins a sale / contract shall pay Comms-Online.Com a transaction fee (the "Transaction Fee") calculated at (Five percent) 5% of the following:

"Transaction Cost" shall mean the greater of: (a) the cost quoted by a winning Supplier in the winning bid for the transaction, and (b) the actual cost charged by the Supplier for the transaction.

In determining the Service Contract Amount, if the rate set forth in the Service Contract is lower than the rate actually charged by the Supplier, then the Service Contract Amount shall be calculated using the rate actually charged by the Supplier.

Referral Fees. If two Members are initially introduced on the Marketplace and subsequently agree to transactions with each other outside of the Marketplace, the Supplier agrees to pay Comms-Online.Com a referral fee (the "Referral Fee"). The Referral Fee shall be the equivalent of the comparable Transaction Fee for:

· Each such Service Contract transaction occurring within the first year after the conclusion of such Members' first transaction with each other on the Marketplace.

Cancellation Fees. If a Buyer accepts a bid from a Supplier and then, for any reason (other than force majeure), cancels the product or service, the Buyer shall pay to Comms-Online.Com a shipment cancellation fee (the "Cancellation Fee") equal to the applicable Transaction Fee that would have been payable to Comms-Online.Com by the winning Supplier if the shipment had occurred.

Currency Conversion. If the Transaction Amount is denominated in a currency other than Irish Punts, the Transaction Amount shall be converted into Irish Punts in order to calculate the Transaction Fee, Referral Fee or Cancellation Fee payable to Comms-Online.Com. All fees payable to Comms-Online.Com shall be paid in Irish Punts.

In our sole discretion, we may increase or decrease the amount of Transaction Fees, Referral Fees or Cancellation Fees upon posting a notice of the amended fees on our Web site, and we may add, delete or change some or all of our services at any time, including but not limited to charging additional fees for a given service, giving discounts or altering the methods for calculating the Transaction Fees, Referral Fees or Cancellation Fees. You agree not to identify and/or engage in negotiations with another Member on the Marketplace and then agree on the terms and conditions for the same transaction off of the Marketplace or otherwise circumvent the payment of Comms-Online.Com fees described in this Section 2.

3. Taxes and Your Costs. You are responsible for paying any and all taxes applicable to a transaction on our Marketplace. You are also responsible for paying for your hardware, software, service, connection and any other costs you incur to participate in the Marketplace.

4. Limitations, Restrictions and Risks. The Marketplace is a neutral online platform for Buyers and Suppliers to provide specifications for communications equipment and/or services, place bids and/or agree on terms with respect to the shipping of these goods. We are not involved in the transaction between the Buyers and Suppliers or in the provision of transportation services. As a result, we have no control over (a) the quality, safety or legality of the requests by Buyers for bids ("Requests") relating to one-time contracts, or of the transportation services provided; or (b) the truth or accuracy of the information set forth on the Marketplace by Buyers or Suppliers in conjunction with their use of the Marketplace, including the posting of an auction by a Buyer, the bid by a Supplier or the acceptance of a bid by a Buyer. We will try to authenticate the information that is provided by a Buyer at the time of its first auction posting and by a Supplier upon its registration. However, the authentication of the information provided by Members, and the authentication of users on the Internet in general, is difficult. We cannot prevent people from acting under false pretences, or persons lacking the requisite legal capacity and powers from using the Marketplace. We are not able to monitor our Members to ensure that all of the information that they provide is accurate, current and honest. Information provided by a Member may be inaccurate, mislabelled or deceptive. Although we encourage you to communicate with other Members, please be cautious and use common sense in such communications. We cannot and do not control whether or not the Members will complete their transactions.

5. Releases and Indemnity. We are not involved in Buyer / Supplier transactions. Accordingly, if you have a dispute with another Member or otherwise related to Marketplace, you release Comms-Online.Com (and our officers, directors, the shareholders, employees, representatives and agents) from any and all claims, demands, and damages of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. You further agree to indemnify and defend Comms-Online.Com (and our officers, directors, shareholders, employees, representatives and agents) in any actions arising out of, or in any way connected with, such Buyer / Supplier or other disputes

6. No Agency. Comms-Online.Com and you are independent contractors. Neither the Rules nor your use of the Marketplace creates any agency, partnership, joint venture, employer-employee or franchiser-franchisee relationship.

7. Use of Comms-Online.Com by Buyers. Becoming a Member. A Buyer must register as a Member to use the Marketplace. Once you complete the Buyer Registration page (which includes your agreement to these Rules) and confirm the information thereon, click on the "Submit" button. After you submit your registration, you will receive via email a link to our site, which will allow you to access the Marketplace. When you first access the Marketplace you will be asked to choose your User ID and a password. This password will be available only to you. Please retain this information. If a Buyer is a company, partnership or other business organization, each person acting on behalf of the Buyer in the Marketplace must have his/her own User ID and password. Once you are a Member, you must update the information provided in your Buyer Registration when such information becomes inaccurate or outdated.

Starting an Auction. A Member Buyer may initiate a transaction by logging into the Marketplace and starting an auction. You will be asked to specify the product or service details and the expiration date of the auction (the "Auction Closing Time") in the auction information form provided. If you wish, you may invite selected Suppliers to participate in your auction. Once you have completed the auction specifications, click on the "Submit" button. You will then have the opportunity to review this information carefully for accuracy and confirm by pressing the "Submit" button. If an error was made, you may modify your specifications and submit. An acknowledgment prompt will be displayed advising you of our receipt of your auction. We reserve the right, in our discretion, to delay a Buyer's auction from being posted on the Marketplace for the purpose of verifying information submitted by the Buyer. Buyers may also post auctions on the Marketplace through our account representatives by submitting auction specifications to our representatives by phone, fax or email order.

The Bidding Process. Suppliers log into the Marketplace and submit bids on the posted auction. In addition, if you have selected any Suppliers who are Members of the Marketplace to participate in your auction, such Suppliers will receive a message inviting them to bid on your auction at the time the auction is posted. Suppliers may submit one or multiple bids by logging into the Marketplace and clicking on the appropriate entries until the Auction Closing Time specified in your auction or until you choose to close the auction by accepting a bid before the Auction Closing Time. You may choose any bid submitted by a Supplier during the duration of the auction. You may monitor the status of the bidding with respect to a particular auction, your transactions history, shipments and contracts pending your decision, or your membership profile, which you may update. During the bidding process for products or services, the Buyer's identity will be disclosed to bidding Suppliers.

Nondisclosure of Identity of Suppliers to Other Suppliers. Suppliers bidding on an auction are anonymous to each other, but you (the buyer) know their identities. You shall not disclose the identity of any Supplier bidding on your auction to any other Supplier bidding on the same auction.

Conclusion of Auction. The auction will automatically close to bidding at the Auction Closing Time. You may close the auction at any time prior to the Auction Closing Time by accepting a bid submitted by a Supplier. If you have not accepted a bid from a Supplier, at the Auction Closing Time specified in your auction, an email notification will be automatically sent to you summarizing all the bids placed on your auction and requesting that you select the winning bid (based on your own criteria) from the table of bids submitted on your auction. Unless you accept a bid within 72 hours of the Auction Closing Time, you forfeit the right to accept a bid for that auction.

Acceptance of Bid. When you choose the winning bid by clicking on "accept bid," the Marketplace will automatically send a notice of your acceptance to us and to the winning Supplier confirmation. The confirmation notice includes the shipment specifications, the terms of the accepted bid and the contact information of the Supplier. Upon the transmission of the confirmation of terms, we are no longer involved with respect to the products and/or services that were the subject of your auction. The winning Supplier and you are solely responsible in connection with completing all of the legal, financial and logistical requirements related to the transaction. Within several weeks after a bid is accepted and the auction closes, we will send you an email requesting feedback on the winning Supplier.

8. Use of Comms-Online.Com by Suppliers. Becoming a Member. A Supplier must register as a Member to use the Marketplace. Once you complete the Supplier Registration page (which includes your agreement to these Rules) and confirm the information thereon, click on the "Submit" button. After you submit your registration, we will verify the information you have provided to us. You will receive via email a link to our site, which will allow you to access the Marketplace. When you first access the Marketplace you will be asked to choose your User ID and a password. This password will be available only to you. Please retain this information. If a Supplier is a company, partnership or other business organization, each person acting on behalf of the Supplier in the Marketplace must have his/her own User ID and password. Once you are a Member, you must update the information provided in your Supplier Registration when such information becomes inaccurate or outdated.

Auction Notification via Email. As an added service, the Supplier Registration form allows you to choose to be notified automatically via email of new auctions as they are posted. You are notified of auctions based on select criteria that you enter into the Supplier Registration form regarding the types of products that are relevant to you. You are responsible for deciding what information and email, if any, you will receive from this automatic service. You may change your selected criteria at any time by clicking on the "Suppliers Members Tag".

Bidding on a Request. You may view the Requests submitted by Buyers by logging into the Marketplace. If you wish to bid on a Request, you may complete the bid by clicking on the appropriate entries and then clicking on the "Submit" button. Before submitting your bid, you will have the opportunity to confirm the accuracy of the information you provided. You may submit one or multiple bids until the Auction Closing Time specified in the Request, or such earlier time as the Buyer accepts a bid. The Buyer may choose any bid that has been submitted. You may monitor the status of the bidding with respect to a particular Request, your transactions history, your criteria for automatic notifications of new Buyer Requests, or your company profile, which you may amend. Your identity is not disclosed on the Marketplace to other Suppliers but is disclosed to the Buyer.

Conclusion of Auction. The Buyer may close an auction at any time prior to the Auction Closing Time by accepting a bid submitted by a Supplier. The auction will automatically close at the Auction Closing Time specified in the Request, at which time the Buyer will have a list of all of the bids submitted in response to its Request. The Buyer may select the winning bid based on its own criteria. When the Buyer accepts a bid, the confirmation notice of acceptance is automatically transmitted to you and to us concurrently. The confirmation notice includes the bid description, the terms of the bid and the contact information of the Supplier. We will also issue an invoice to the winning Supplier for the applicable Transaction Fee. Upon the transmission of the confirmation of terms, we are no longer involved with respect to the product or shipment that were the subject of the Request. The winning Supplier and the Buyer are solely responsible in connection with completing all of the legal, financial and logistical requirements related to the transaction. The winning Supplier is required to contact the Buyer within one business day of its receipt of the confirmation.

30 Day Fixing of Terms. The winning Supplier agrees that the terms set forth in its winning bid shall be fixed for the later of (a) the 30-day period following the date the auction closes, or (b) the last day of the declared dates set forth in the Request. If the Supplier and the Buyer fail to conclude a contract based on the terms of the winning bid within that specified period, the terms contained in the confirmation of terms may be open for negotiation.

9. Your Information.Your Information includes any information you provide to us or other Members during the registration, bidding or negotiation process, in any public message area or through any e-mail feature (defined herein as "Your Information"). You are solely responsible for Your Information. We act solely as a passive conduit for your online distribution and publication of Your Information. However, in our sole discretion we may take any action with respect to such information we deem necessary or appropriate if we believe it may create liability for us or may cause us to lose (in whole or in part) the services of any of our Suppliers, servers or agents or otherwise harm our business.

Your Information on the Marketplace: (a) shall not be fraudulent; (b) shall not infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (c) shall not violate any law, statute, ordinance or regulation (including without limitation those governing import/export control, consumer protection, unfair competition, anti-discrimination or false advertising); and (d) shall not contain any viruses, Trojan horses, worms, time bombs, cancel-bots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or information.

You agree to grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sub-licensable (through multiple tiers) right to exercise the copyright and publicity rights (but no other rights) you have in Your Information, in any media now known or not currently known, with respect to Your Information. You further agree to enable Comms-Online.Com to use Your Information on the Web Site. Comms-Online.Com will use Your Information in accordance with our Privacy Policy.

10. Privacy Policy. Comms-Online.Com is committed to protecting your privacy. For that purpose we have created a Privacy Policy that you can review below: -

As part of the normal operation of our services we collect and, in some cases, disclose information about you. This Privacy Policy describes the information we collect about you and what may happen to that information.

As described in the Rules of the Marketplace, some of your personally identifiable information is disclosed to third parties and used by us and third parties. By accepting the Rules of the Marketplace, you expressly consent to our use and disclosure of your personally identifiable information. This Privacy Policy is incorporated into and subject to the terms of the Rules of the Marketplace.

1. Children. Children are not eligible to use the Marketplace.

2. Information We Collect. We collect information from you in order to provide you with a smooth, efficient, and customized auction process while using the Marketplace. To use the Marketplace, you will need to register using the appropriate online registration form where you will be required to provide us with your contact information and other information about your product and service requirements.

We automatically track certain information about you based upon your behaviour on the Marketplace. We use this information to do internal research on our members' bidding and preferences and behaviour to better understand and serve our members. This information is compiled and analysed on an aggregated basis. This information may include the URL that you just came from (whether this URL is on our site or not), which URL you next go to (whether this URL is on our site or not), what browser you are using, and your IP address.

In addition, we use cookies on certain pages of our site. A cookie is a piece of text that can be entered into the memory of your browser. Many Internet services deliver cookies to visitors to their websites. Cookies store information about your use of their service on your computer where it can be retrieved by the same service at a later date. We may also offer certain features that are only available through the use of a cookie. Cookies can also help us provide information that is targeted to your interests. Cookies are stored on your hard drive, not on our site. Most cookies are "session cookies," meaning that they are automatically deleted at the end of a session. You are always free to decline our cookies if your browser permits, although in that case you may not be able to use certain features on the Marketplace.

3. Our Use of Your Information. We use personally identifiable information about you to improve our marketing and promotional efforts, to statistically analyse the Marketplace usage, and to improve the Marketplace.

We may also use your information to deliver information to you that, in some cases, are targeted to your interests, such as, new services. By accepting the Rules of the Marketplace, you expressly agree to receive this information.

We may use your email address, your mailing address, and phone number to contact you regarding administrative notices, new features and communications relevant to your use of the Marketplace.

We use information in the file we maintain about you, and other information we obtain from your current and past activities on the Marketplace, to resolve disputes, troubleshoot problems and enforce the Rules of the Marketplace.

4. Our Disclosure of Your Information. Unfortunately, due to the existing regulatory environment, we cannot ensure that all of your private communications and other personally identifiable information will never be disclosed in ways not otherwise described in this Privacy Policy. By way of example (without limiting the foregoing), we may be forced to disclose information to the government agency or third parties under certain circumstances, or third parties may unlawfully intercept or access transmissions or private communications. We can (and you authorise us to) disclose any information about you to law enforcement international authorities or other government officials as we, in our sole discretion, believe necessary or appropriate, in connection with an investigation of fraud, intellectual property infringements, or other activity that is illegal or may expose us to legal liability. Therefore, although we use industry standard practices to protect your privacy, we do not promise, and you should not expect, that your personally identifiable information or private communications will remain private.

As general proposition, we do not sell or rent any personally identifiable information about you to any third party. The following describes some of the ways that your personally identifiable information may be disclosed.

Co-Brand Suppliers. Comms-Online.Com may offer some third party services from the Marketplace. If you choose to use these optional services, we will, by necessity, provide some of your personally identifiable information to the Co-Brand Supplier offering such services. You can, of course, avoid having us make such disclosures by choosing not to use these services. Because we do not control the privacy practices of these third parties, you should evaluate their practices before deciding to use their services.

5. Control of Your Password. Except as specifically permitted by this section, you may not disclose your Comms-Online.Com password to any third parties nor share it with any third parties. If you lose control of your password, you may lose substantially control over your personally identifiable information and may be subject to legally binding actions taken on your behalf. Therefore, if your password has been compromised for any reason, you should immediately change your password.

6. Reviewing and Changing Your Personally Identifiable Information. Following registration, you can review and change the information you submitted during registration including:

Your ID and email address. If you change your ID we keep track of your old ID(s) and your new ID.

Your address, city, county, country, primary phone number, secondary phone number, and fax number.

Your password (you will have to contact us for that).

Your preferences and/or capacities.

You must promptly update your information if it changes.

We may retain in our files some information you have requested to be removed in some circumstances, such as to resolve disputes, troubleshoot problems and enforce our Rules of Marketplace. Further, such prior information is never completely removed from our databases due to technical constraints and the fact that we back up our systems. Therefore, you should not expect that all of your personally identifiable information would be completely removed from our databases in response to your requests.

Except as otherwise expressly discussed in this Privacy Policy, this document only addresses the use and disclosure of information we collect from you. To the extent that you disclose your information to other parties, whether they are Buyers or Suppliers different rules may apply to their use or disclosure of the personal information you disclose to them.

7. Security. Comms-Online.Com uses industry standard efforts to safeguard the confidentiality of your personal identifiable information, such as firewalls and Secure Socket Layers. However "perfect security" does not exist on the Internet.

8. No Price Manipulation. You are prohibited from manipulating bidding prices, either by using a shill (a secondary account or third party), by bidding against yourself or by any other means.

9. Notices. Except as explicitly stated otherwise, any notices shall be given by e-mail to Comms-Online.Com (in the case of Comms-Online.Com) or to the e-mail address you provide to Comms-Online.Com during the registration process (in your case), or such other address, as the party shall specify. Notice shall be deemed given 24 hours after e-mail is sent, unless the sending party is notified that the e-mail address is invalid. Alternatively, we may give you notice by certified mail, postage prepaid and return receipt requested, to the address provided to Comms-Online.Com during the registration process. In such case, notice shall be deemed given three days after the date of mailing.

10. System Integrity. You may not use any device software or routine to interfere or attempt to interfere with the proper working of the Comms-Online.Com site or any transaction conducted on our Web site. You may not take any action that imposes an unreasonable or disproportionately large load on our infrastructure. You may not disclose or share your password to or with any third parties or use your password for any unauthorised purpose.

11. Breach. We may, at any time, issue a warning, temporarily suspend, indefinitely suspend or terminate your membership, cancel or remove from the Marketplace any current Requests or transactions, or any other information you place on the site, if you breach the Rules or if we are unable to verify or authenticate information you provide to us.

12. No Warranty. WE PROVIDE THE MARKETPLACE AND OUR SERVICES "AS IS" AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS OR IMPLIED. WE SPECIFICALLY DISCLAIM THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. Some jurisdictions do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you. This warranty gives you specific legal rights and may also have other legal rights that vary from state to state.

13. Limit of Liability. IN NO EVENT SHALL WE BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (HOWEVER ARISING, INCLUDING NEGLIGENCE) ARISING OUT OF OR IN CONNECTION WITH ANY AGREEMENT BETWEEN A BUYER AND A SUPPLIER OR YOUR USE OF THE MARKETPLACE. OUR LIABILITY TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE LESSER OF (A) AMOUNT OF FEES YOU PAY TO US IN THE 2 (TWO) MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, AND (B) IR£250. THE SUM OF SUCH FEES PAID TO US, ONLY INCLUDE FEES RECEIVED BY US FROM YOU FOR THE SERVICE THAT IS GIVING RISE TO OUR LIABILITY. Some jurisdictions do not allow the limitation of liability, so the foregoing limitation may not apply to you.

14. Force Majeure. Neither Comms-Online.Com nor any Member shall be liable for any loss or damage or be deemed in breach of these Rules or the terms of any contract related to a transaction booked on the Marketplace to the extent that performance of a party's obligations is delayed or prevented as a result of any event or circumstance beyond its reasonable control, including without limitation, invasion, storm, act of foreign enemy, civil war, hostilities, strike, or act of God, for the duration of such contingency, or for a period of 30 days, whichever is shorter. If the force majeure continues more than 30 days, Comms-Online.Com may terminate the Rules by written notice posted on our Web site.

15. General Compliance with Laws. You shall comply with all applicable laws, statutes, ordinances, regulations and licensing requirements regarding your use of our service and your membership.

16. Confidentiality. You shall keep in confidence, and shall not use nor disclose to any third parties information indicated herein as being available to only one party, or any non-public information which, pursuant to the Rules and the Marketplace may be disclosed to You in connection with your involvement with our services. You shall not use the name of Comms-Online.Com in any publicity release, advertising or otherwise without our prior written approval. This provision shall survive the termination of the Rules and/or your participation on the Marketplace.

17. Governing Law. The Rules shall be governed in all respects by the laws of the Republic of Ireland.

18. General. We do not guarantee continuous, uninterrupted or secure access to our services, and operation of our site may be interfered with by numerous factors, some of which are outside of our control. We accept no responsibility or obligation whatsoever for any such interruption or interference.

If any provision of the Rules is held to be invalid or unenforceable, only such provision or portion thereof as is held to be invalid or unenforceable shall be struck and the remaining provisions shall be fully enforceable.

Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.

Our failure to act or delay in acting with respect to a breach by you or others does not waive our right to act with respect to that breach, subsequent or similar breaches. The Rules set forth the entire understanding and agreement between you and us with respect to the subject matters hereof.