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As Of Filer Filing For·On·As Docs:Size Issuer Agent 6/28/05 Neustar Inc S-1/A 14:31M Merrill Corp/New/FA |
Document/Exhibit Description Pages Size
1: S-1/A Pre-Effective Amendment to Registration Statement HTML 1.47M
(General Form)
2: EX-1.1 Underwriting Agreement HTML 163K
3: EX-3.1 Articles of Incorporation/Organization or By-Laws HTML 92K
4: EX-3.2 Articles of Incorporation/Organization or By-Laws HTML 70K
5: EX-4.1 Instrument Defining the Rights of Security Holders HTML 15K
6: EX-4.2 Instrument Defining the Rights of Security Holders HTML 15K
7: EX-5.1 Opinion re: Legality HTML 13K
8: EX-9.1 Voting Trust Agreement HTML 110K
9: EX-10.1 Material Contract HTML 12.06M
10: EX-10.4 Material Contract HTML 4.97M
11: EX-10.5 Material Contract HTML 2.37M
12: EX-10.7 Material Contract HTML 260K
13: EX-21.1 Subsidiaries of the Registrant HTML 9K
14: EX-23.1 Consent of Experts or Counsel HTML 10K
Exhibit 10.7
Pursuant to 17 CFR 230.406, confidential information has been omitted in places marked "[***]" and has been filed separately with the Securities and Exchange Commission pursuant to a Confidential Treatment Application filed with the Commission.
COMMON SHORT CODE LICENSE AGREEMENT
BETWEEN
CELLULAR TELECOMMUNICATIONS & INTERNET ASSOCIATION
AND
NEUSTAR, INC.
Effective October 17, 2003
COMMON SHORT CODE LICENSE AGREEMENT
This COMMON SHORT CODE LICENSE AGREEMENT ("Agreement") is made and entered into October 17, 2003 ("Effective Date") by and between the Cellular Telecommunications & Internet Association ("CTIA" or "Licensor"), a District of Columbia non-profit corporation, located at 1250 Connecticut Avenue, NW, Suite 800, Washington, D.C. 20036, and NeuStar, Inc., a Delaware Corporation, having offices at 46000 Center Oak Plaza, Sterling, Va. 20166 ("Registry" or "Licensee").
WHEREAS, CTIA is a non-profit trade association providing an array of professional services, information and programs for its member companies related to wireless telecommunications services and technology;
WHEREAS, a significant number of CTIA member companies already provide Short Codes, and intend to provide, Common Short Code services in the United States and have recognized the need to harmonize technical requirements and functionalities across a variety of applications among all participating carriers;
WHEREAS, as part of the process of harmonizing technical requirements and functionalities, representatives of those CTIA member companies, acting through CTIA in the form of a Common Short Code Working Group, are developing technical requirements and functionality of the CSC Administration platform to ensure that the platform meets carrier requirements for providing CSC services in the United States;
WHEREAS, the CTIA Common Short Code Working Group has also recognized that it is in the best interests of the industry for a single party to administer a catalog of certain Common Short Codes, subject to the Industry Reserved Rights (as defined below), the right to assign the Common Short Codes contained in that catalog to various parties wishing to use such Codes, other CSC Data (as defined below), CSC Enhancements (as defined below), and such other rights with respect to Common Short Codes as are necessary to permit Common Short Code services to be uniformly provided industry-wide and to be uniformly available nationwide (collectively, the "CSC Registry Rights");
WHEREAS, the CTIA Board of Directors, acting on behalf of all participating members of the industry, has appointed CTIA to serve as the Common Short Code Administrator;
WHEREAS, Registry is a leading provider of neutral, third party clearinghouse services to the telecommunications industry, and provides an array of services, including numbering and registry services, that enable communications networks to interoperate;
WHEREAS, Registry wishes to develop and maintain a database of common short codes, to process common short code applications, and assign common short codes to applicants according to the rules set forth in the Assignment Guidelines, set forth as Exhibit E, to engage in other Registry Services on behalf of members of the wireless industry and other persons using Common Short Codes, and to provide other services in connection with the administration and implementation of the wireless industry's CSC Program;
WHEREAS, in order to provide such services, Registry wishes to license the CSC Registry Rights from CTIA in accordance with the terms and conditions set forth herein;
WHEREAS, the Common Short Code Working Group, acting on behalf of all participating members of the industry and pursuant to the Industry-Reserved Rights, has informed CTIA of its consent to a license of the CSC Registry Rights to Registry during the term of this Agreement;
NOW, THEREFORE, for and in consideration of the premises and the mutual promises and covenants contained herein, it is hereby agreed as follows:
1. DEFINITIONS. For purposes of this Agreement, unless otherwise defined in this Agreement, the following definitions shall apply:
1.1. The term "Agreement" means all the terms and conditions contained herein, including any Exhibit, appendix, attachment or documents referenced herein or incorporated herein by reference,
including any and all amendments to this Agreement and each of the foregoing instruments. In the event of a conflict between or among the terms and conditions contained herein, in any Exhibit, appendix or attachment, the following shall control in descending order of precedence (a) the Assignment Guidelines, as set forth in Exhibit E, (b) the remaining Exhibits, and any documents attached to such Exhibits; and (c) the terms and conditions contained herein.
1.2. The Term "Applicant" or "Applicants" mean, individually or collectively, any and all entities which access and/or use the Registry Services, for purposes of ultimately registering a CSC through Registry.
1.3. "Application Providers" are entities responsible for providing the application for a CSC service. For some applications, the Application Provider and the Connection Aggregator may be the same entity.
1.4. "Assignment Guidelines" means the document entitled "Common Short Code Guidelines v. 1.1", dated October 16, 2003, attached hereto as Exhibit E, which sets forth the requirements for the administration and implementation of CSCs.
1.5. The term "Billing Cycle" means any calendar month, or portion thereof, during which Registry Services are rendered hereunder.
1.6. The term "Business Day" means Monday through Friday of each week, excluding New Year's Day, Memorial Day, July 4th, Labor Day, Thanksgiving Day, and December 24th and the 25th.
1.7. The "Carrier" is any entity that offers Commercial Mobile Radio Service ("CMRS") as such term is defined by the Federal Communications Commission.
1.8. The "Commencement-of-Service Date" means the date on which the Registry Services are first-made available to the CSC Service Users.
1.9. "Common Short Code" or "CSC" shall mean the certain pool of numeric digits that are utilized through the CTIA and harmonized across all Carriers participating in the distribution of CSCs, allowing communication to and from a particular application.
1.10. "Common Short Code Administrator" or "CSCA" refers to the Cellular Telecommunications & Internet Association, a party to this Agreement, or any assignee of it under Section 15.
1.11. The term "Confidential Information" shall have the meaning set forth in Section 11.
1.12. A "Content Provider" shall be an entity that owns or has the right to content and licenses such content to the Application Provider for delivery to the End User. For some applications, the application provider and the content provider may be the same entity.
1.13. A "Connection Aggregator" shall be an entity that provides connectivity to Carrier networks for Application Providers. For some applications, the Connection Aggregator and Application Provider may be the same entity.
1.14. "CSC Data" means all data maintained in electronic form, and shall include all data used to provide Registry Services submitted by Applicants and/or Registrants concerning CSC registrations. For the purposes of this Agreement, the definition of CSC Data shall include the actual CSC Data along with the format of such CSC Data as well as the associated CSC Data dictionary.
1.15. "CSC Service Users" means any entity that accesses and/or uses the Registry Services, including, but not limited to Carriers, Applicants, Registrants, Application Providers, Connection Aggregators and Content Providers.
1.16. "CSC Enhancement" means any Enhancement made by Registry, in accordance with procedures set forth in Article 9, at the request of CTIA, in its capacity as CSCA, in order to adapt the CSC Service to specific requirements of Carriers or other participating members of the wireless telecommunications industry communicated to CTIA.
1.17. "CSCA Royalties" shall be the compensation to CTIA, in its capacity as CSCA, for Registry's use of the CSC Registry Rights, other confidential information, and other intellectual property rights in the CSC program as provided in Article 4 below.
1.18. The term "Documentation" means technical or user manuals and other similar written reference or instructional materials that relate to information about the CSC Services.
1.19. The "Effective Date" is the date on which this Agreement is first signed on behalf of both Parties.
1.20. "End Users" are the persons or entities that will utilize CSCs for communication with applications.
1.21. The term "Enhancements" means changes or additions, other than Maintenance Modifications, to the Registry Services and related Documentation, including all new functionality that improve existing functions, add new functions, or significantly improve performance of the Registry Services.
1.22. "Industry-Reserved Rights" means those rights as to the CSC Registry Rights retained by the participating members of the wireless telecommunications industry and exercisable on their behalf by the Common Short Code Working Group described in Article 5.
1.23. The term "Intellectual Property" means rights afforded under patent, copyright, trade secret and trademark law, and any other statutory provision or common law doctrine, relating to rights in and to Software, designs, formulas, procedures, methods, ideas, inventions and improvements, works of authorship and other material, recordings, graphs, drawings, graphics, logos, reports, analyses, other writings, any information in any form and other property of any type not specifically listed herein, whether or not the foregoing are protected or protectable under Intellectual Property rights now or in the future.
1.24. The term "Maintenance Modifications" means any modifications or revisions, other than Enhancements, to the Registry Software or Documentation that correct Defects or support new releases of the operating systems with which the Registry Software is designed to operate.
1.25. The term "Normal Business Hours" means 9:00 a.m. to 8:00 p.m. Eastern Time during Business Days.
1.26. The terms "Party" or "Parties" means CTIA and/or Registry.
1.27. The term "Ramp-up Period" shall mean a period of six (6) months after the Commencement of Service Date.
1.28. The term "Registrant" means an entity which has (a) been approved by Registry to sublease a CSC through the process set forth in Section 6.4 and the Assignment Guidelines and (b) entered into a Registrant Sublicense Agreement(s) with Registry in the form of Exhibit B hereto, to access CSCs.
1.29. "Registrant Sublicense Agreement" means an agreement between Registry and a Registrant in accordance with this Agreement, and as initially set forth in Exhibit B.
1.30. "Registry Database" means the infrastructure used to store the CSC Data. For the purposes of this Agreement, infrastructure includes, but is not limited to, engine, server, operating systems, applications, tools and associated source codes used to store the CSC Data.
1.31. "Registry Fees" shall be those fees collected by Registry from Registrants for the performance of Registry Services pursuant to the license of the CSC Registry Rights granted by this Agreement.
1.32. "Registry Services" means the total service solution provided by Registry as described in this Agreement and in the Assignment Guidelines, for providing, maintaining, administering, and operating an administration center and service management system for CSCs, including, but not limited to, the data processing system used to provide Registry Services, Registry Software (including any Enhancements or Maintenance Modifications), additional services permitted to be performed by
Registry pursuant to an amendment to this Agreement through the process set forth in Article 9, provision and maintenance of the CSCA Website, Registry utilities, hardware, Third Party software, peripherals, communications equipment and services, and other facilities used by Registry to provide Registry Services under this Agreement.
1.33. "Registry Software" means all computer programming code created, written and developed for or in anticipation of the Registry Services in any form. If not otherwise specified, the Registry Software shall include object code and source code. The Registry Software shall include any Maintenance Modifications created by Registry from time to time, and shall include Enhancements thereto when added to the Registry Software.
1.34. "Routing Services" means the association of CSC address information with Registrant information.
1.35. The term "Service Levels" means the service levels for Registry Service specified in Exhibit G.
1.36. The term "Software" means computer programs and related Documentation and includes application programs, operating system programs, utilities, templates, parameter tables and settings, interfaces to external programs, tools, program related data, and local area network management software.
1.37. "Term" shall mean the Initial Term and any additional Subsequent Terms as set forth in Article 3.
1.38. The term "Third Party" means any individual, corporation, partnership, association or other entity, other than the Parties hereto.
1.39. The term "Unauthorized Access" includes (i) a breach of security on a system, local area network or telecommunications network which contains, processes or transmits proprietary CSC Service User Data or Confidential Information, or (ii) unauthorized or illegal activities by Registry, its employees, subcontractors or agents to obtain money or information from or through CTIA or any CSC Service User, or in any way to damage CTIA or any CSC Service User.
2. LICENSE.
2.1 During the term of this Agreement, Registry shall have the exclusive right to use, in accordance with the Assignment Guidelines and only for the pool of CSCs utilized through the CTIA, (the "License") (i) the CSC Registry Rights, and (ii) a logo specified by CTIA to designate that Registry has been exclusively licensed by CTIA to serve as the registry for CSCs, together with (iii) the non-exclusive right to link to pages and documents within the CSCA Website and otherwise use the CSCA Website (collectively, the "Licensed Materials"), solely in connection with the provision of Registry Services in the United States and other services directly related to the provision of Registry Services, provided that the use of the Licensed Materials is consistent with the licenses granted under this Agreement. The Parties acknowledge that, through the exercise of the rights granted to it by the License, Registry shall be the exclusive registry of the pool of CSCs in the United States utilized through the CTIA during the Term of this Agreement and shall have the right to state that it has been so designated by CTIA.
2.2 Nothing in this Agreement shall be construed as granting to Registry a license to use any of CTIA's logos, trademarks, service marks, copyrighted materials or patents (collectively, CTIA's Intellectual Property), except as expressly set forth herein. Registry shall not modify or alter any of CTIA's Intellectual Property without the express written permission of CTIA. Any uses, modifications or alteration of CTIA's Intellectual Property shall be the sole property of CTIA and shall accrue to the benefit of CTIA exclusively.
2.3 Pursuant to the License, Registry shall have a nontransferable, nonexclusive, right to copy, distribute, publish and modify all of the CSC Data, and CSC Enhancements for the sole purpose of providing the Registry Services, and for the provision of other services directly related to the provision
of Registry Services, provided that such use is consistent with the rights granted by the License and this Agreement.
3. TERM.
3.1. Initial Term. The initial term of this Agreement commences on the Effective Date and shall continue for a period of two (2) years from the end of the Ramp-up Period, unless otherwise terminated earlier in accordance with Article 16 of this Agreement. (the "Initial Term").
3.2. Renewal Terms. Thereafter, this Agreement shall automatically renew for successive two (2) year periods ("Renewal Terms"), on substantially the same terms and conditions as contained herein, unless (a) Registry is in material breach of this Agreement, and such breach has remained uncured for a period of fifteen (15) Business days; (b) Registry chronically fails to provide the Registry Services, as defined in Section 16.2 of this Agreement; (c) Registry is merged with or acquired by an entity which is unable to comply with the Code of Conduct; or (d) Registry otherwise ceases to be able to comply with the Code of Conduct, and such cessation continues for a period of thirty (30) days following the date that Registry first becomes aware of the event causing the cessation of neutrality.
4. CSCA ROYALTIES.
4.1 Amount. In consideration of Licensor's entering into this Agreement and Registry's License to use the Licensed Materials, Registry shall pay to Licensor the CSCA Royalties in an amount equal to the CSCA Royalty Percentage specified in Exhibit C-2 to this Agreement of the Registry Fees collected by Registry.
4.2 Payment Schedule. For all Registry Fees received by Registry between the 1st and the 15th of each calendar month, Registry shall pay the applicable CSCA Royalties to Licensor by no later than the 15th of the following month. For all Registry Fees received by Registry between the 16th and the final day of the month, Registry shall pay the applicable CSCA Royalties to Licensor by no later than the final day of the following month. All payments to Licensor shall be in U.S. Dollars. The obligation to pay CSCA Royalties due hereunder shall survive the expiration or termination of this Agreement.
4.3 Accounting. Registry shall provide CTIA with a complete accounting of all Registry Fees within thirty (30) days from the last day of each calendar quarter. The accounting shall include detailed information including the number of CSCs registered by Registrants, the subscription periods, the amount of Registry Fees due for the period, the amount of Registry Fees collected, any payments of Registry Fees outstanding, and if applicable, the amount of Registry Fees deferred for future periods.
4.4 Audit Rights. Licensor shall have the right, upon fifteen (15) days' prior written notice to Registry, to cause an independent certified public accountant to inspect and audit the Registry records pertaining to this Agreement. Such audits may occur no more than two (2) times per calendar year, unless the Parties mutually agree to additional audits, which consent shall not be unreasonably withheld. The costs of such audit shall be paid by Licensor; provided, however, that if inspection shall reveal an underreporting of five percent (5%) or more of any fee category or CSCA Royalties due, Registry shall pay for the audit and any underpayment plus interest. Interest shall be calculated at the rate of three quarters percent (.75%) per month, or at the highest rate allowed by law, whichever is lower, from the date payment was due Licensor to the date Registry remits the underpayment. If Registry disagrees with the results of the audit, Registry and Licensor shall resolve the dispute in accordance with the provisions of Article 19 below. These audit rights shall continue for two (2) years after the expiration or termination of this Agreement.
4.5 Record Retention. Registry shall maintain complete, clear, and accurate records concerning the invoices paid by or payable by Registrants for the Registry Services and the CSCA Royalties due and remitted to Licensor.
5. INDUSTRY-RESERVED RIGHTS.
5.1 Approval of Licensee. The Common Short Code Working Group, acting on behalf of the participating members of the wireless telecommunications industry, has consented to CTIA's licensing of NeuStar, Inc. to act as the Registry of CSCs pursuant to this Agreement. The Common Short Code Working Group retains the right to approve any assignment by Registry of its rights and obligations under this Agreement pursuant to Article 15 below, and any grant of a license to use the CSC Registry Rights to a successor provider of Registry Services in connection with the termination of this Agreement pursuant to Article 16 below.
5.2 Regulatory and Legislative Considerations. As described in Article 18 below, the CSC Service Users are or may be subject to certain federal and state laws and regulations promulgated thereunder, as well as rules, regulations, orders, opinions, decisions and possible approval of the FCC and other regulatory bodies having jurisdiction or delegated authority over CSC Service Users and the CSC Service. The Common Short Code Working Group, acting on behalf of the participating members of the wireless telecommunications industry, has retained the right to direct CTIA, acting as the Common Short Code Administrator, to seek changes and modifications to this Agreement or to the Registrant Sublicense Agreement to reflect such regulatory and legislative considerations in accordance with Articles 9 and 18.
5.3 Technology Changes. The Common Short Code Working Group, acting on behalf of the participating members of the wireless telecommunications industry, has retained the right to direct CTIA, acting as the Common Short Code Administrator, to seek changes and modifications to this Agreement or to the Registrant Sublicense Agreement to reflect the experience of members of the industry in the provision of CSC services or to reflect subsequent improvements in available technology that, in either case, indicate that changes should be made to the then-existing functionality of Registry Services. Any such changes or modifications shall be in accordance with Article 9 of this Agreement.
6. REGISTRY SERVICES.
6.1 In general. In accordance with the license granted by this Agreement, Registry represents that it shall provide the Registry Services in the manner described in this Article 6 and will use the Licensed Materials only to provide Registry Services in the manner so described. Registry represents to Licensor that it will commence the provision of the Registry Services to CSC Service Users in accordance with schedule provided in Exhibit A. In addition, Registry represents that it shall provide the Registry Services and other services directly related to the provision of Registry Services, to CSC Service Users, according to the applicable terms and conditions of this Agreement and, where applicable, in accordance with the Assignment Guidelines set forth in Exhibit E. Registry may use the Licensed Materials for the provision of Routing Services, provided that such use is consistent with the licensed granted under this Agreement. Furthermore, Registry will not utilize the Licensed Materials for any other purpose (other than as set forth above) except to provide additional services authorized from time to time by the execution of an amendment to this Agreement permitting the use of the Licensed Materials in connection with such additional services, as contemplated by Article 9. Registry also represents that it shall maintain the Registry Database, collect and process CSC applications and registrations, and provide access by the Carriers to the Registry Database in accordance with the Assignment Guidelines, set forth at Exhibit E. CTIA in no way represents itself as guarantor of the quality of the Registry Services to be provided by Registry. .
6.2 Leases of CSCs. Individual CSCs will be leased by Registry at a rate per calendar month, for a minimum of three (3) months, to qualified CSC participants. CSCs shall initially be offered in three (3), six (6) and twelve (12) month terms.
6.3 Types of CSCs.
type and range of such CSCs pursuant to an amendment to this Agreement in accordance with Article 9 of this Agreement.
6.4 Process for Obtaining a CSC. The process for applying for and registering a CSC shall be as set forth in the Assignment Guidelines. The Parties may mutually agree to change, modify or alter such process at any time.
6.5 Registry's Publication of CSC Data
6.6 CSCA Website.
6.7 Reserved Rights by the Registry. In addition to the reservation of right for the Registry in the Registrant Sublicense Agreement, the Parties acknowledge that Registry shall have the right to suspend access to the Registry Services by any CSC Service User, including but not limited to, a Carrier, that either (i) acts in a manner that is inconsistent with the Assignment Guidelines, or (ii) acts in a manner which prevents the Registry from performing its obligations under this Agreement and the Assignment Guidelines. In the event of such a suspension of a Carrier, Registry shall (a) consult with the CTIA regarding such action; and (b) offer such Carrier a reasonable period to cure such actions; provided that such actions by the Carrier do not threaten the stability or integrity of the Registry Services, as determined by Registry, in its sole discretion. In addition, Registry shall consent to an expedited dispute resolution process similar to the process set forth in Section 19.2 with any Carrier that disputes a suspension as set forth in this Section 6.7.
6.8 Code of Conduct. Registry shall comply with its Code of Conduct attached as Exhibit F. Any changes to that Code of Conduct will require CTIA's approval.
6.9 Provision of Registry Services; Service Level Adjustments. Registry shall use commercially reasonable efforts, which shall be no less than the prevailing industry standard for the performance of comparable Registry Services, to ensure that it provides the Registry Services in accordance with the Services Levels, attached hereto and incorporated herein. After the Ramp-up Period, in the event that Registry is unable to meet the Service Levels, Registry shall pay the associated Service Level penalty(ies) set forth in Exhibit G. Registry shall use commercially reasonable efforts to remedy any Service Level violation(s) expeditiously. Except in the case of Chronic Failure, as set forth in Section 16.2, the monetary penalty(ies) set forth in Exhibit G shall be the sole and exclusive remedy for failure to meet any of the Service Levels.
6.10 Data Escrow. All CSC Data will be backed up on a nightly basis either by full or incremental backups. Nightly backups will be contained in the automatic tape library providing a 24-hour worst case risk exposure. In addition, Registry shall combine each daily backup per month onto a monthly backup tape and will retain such tapes at a backup facility, at Registry's sole discretion, for a period of no less than two (2) years from expiration or termination of this Agreement. Furthermore, Registry shall provide to CTIA a copy of such CSC Data once per month, or more often as the Parties mutually agree, in human (comma delimited ASCII) readable form.
6.11 Security/Unauthorized Access. Registry agrees to take reasonable steps to develop and maintain the security of the servers that hosts the CSCA Website, which measures shall not be less than the measures taken by Registry to protect the security and integrity of Registry's website, so as not to compromise the security and integrity of CTIA's computer network and the CTIA Site, or cause the CTIA Site or any component thereof to be erased, become inoperable, incapable of processing or affect operations of CTIA's computer network. In addition, Registry shall maintain and enforce safety and physical security procedures at a level consistent with the level of security provided with respect to any other comparable service provided to Registry's customers. In the event Registry becomes aware of an Unauthorized Access to CSC Data or the Registry Services, Registry shall immediately (i) notify CTIA in writing; (ii) investigate the Unauthorized Access; and (iii) subject to reasonable access, security, and confidentiality requirements, provide CTIA and its respective designees with reasonable access to all resources and information in Registry's possession as may be necessary to investigate the Unauthorized Access, including the results of such investigation.
7. OWNERSHIP AND LICENSE OF INTELLECTUAL PROPERTY.
7.1 Ownership of CSC Registry Rights. As between CTIA and Registry, CTIA shall, on behalf of all Participating Carriers, own all right, title and interest in the CSC Registry Rights, including the CSC Data and CSC Enhancements and the Intellectual Property associated with them. Registry shall acquire no rights, including Intellectual Property rights, title or ownership in the CSC Registry Rights, including the CSC Data and the CSC Enhancements, by virtue of the License granted by this Agreement or by
virtue of its use of the CSC Registry Rights, except the right to use the CSC Registry Rights in accordance with this Agreement. Except as may be provided otherwise by this Agreement, all uses of the CSC Registry Rights by Registry shall inure to the benefit of CTIA on behalf of the Participating Carriers.
7.2 Enforcement of Ownership of CSC Registry Rights. Registry acknowledges that irreparable damage would result from unauthorized use of the CSC Registry Rights and that CTIA would have no adequate remedy at law to redress such a breach. Therefore, Registry agrees that, in the event of such a breach, specific performance and/or injunctive relief, may be awarded by a Court of competent jurisdiction. Such relief may be obtained without the necessity of a bond.
7.3 Ownership of Other Intellectual Property. Registry shall own Intellectual Property created by or for Registry in the performance of the Registry Services pursuant to the License, including the Registry Software, Registry Database, Maintenance Modifications, and Enhancements, but excluding CSC Enhancements, CSC Data and the CSCA Website ("Registry IP"). CTIA shall acquire no rights, including Intellectual Property rights, title or ownership in the Registry IP by virtue of its use of such service, except the right to use the Registry IP in accordance with this Agreement. Except as may be provided otherwise by this Agreement, all uses of the Registry IP by CTIA shall inure to the benefit of Registry.
7.4 Enforcement of Ownership of Registry IP. CSC acknowledges that irreparable damage would result from unauthorized use of the Registry IP and that Registry would have no adequate remedy at law to redress such a breach. Therefore, CTIA agrees that, in the event of such a breach, specific performance and/or injunctive relief, without the necessity of a bond, may be awarded by a Court of competent jurisdiction.
7.5 Ownership of "Look and Feel" of Website. CTIA shall own all right, title and interest in the "look and feel" of the CSCA Website.
7.6 Use of Registry's Logo by CTIA. Registry hereby grants to CTIA a non-exclusive, worldwide, royalty-free license during the term of this Agreement: a) to state that Registry has been designated as the CSC Registry for the provision of CSCs, (b) to use a logo specified by Registry to signify that it is designated as such, and (c) to link to pages and documents within the Registry web site. Nothing in this Agreement shall be construed as granting to CTIA a license to use any of Registry's logos, trademarks, service marks, copyrighted materials or patents (collectively, Registry's Intellectual Property), except as expressly set forth herein. CTIA shall not modify or alter any of Registry's Intellectual Property without the express written permission of Registry. Any uses, modifications or alteration of Registry's Intellectual Property shall be the sole property of Registry and shall accrue to the benefit of Registry exclusively.
7.7 Press Release. The Parties shall mutually agree upon joint press releases, including, but not limited to an announcement of the launch of the Registry Services as well as Registry's designation as the CSC Registry.
8. CSC SERVICE USERS PROBLEM RESOLUTION.
Registry shall provide a "Help Desk" to CSC Service Users to (i) help CSC Service Users in answering routine questions and resolving problems with respect to use of the Registry Services and (ii) enable CSC Service Users to report any failure of the Registry Services. In addition to telephone access, the "Help Desk" shall also include access by means of electronic mail service. The Help Desk shall be made available seven (7) days a week, twenty-four (24) hours a day. Registry shall provide personnel to answer the Help Desk during Normal Business Hours and will have personnel on call for calls to the Help Desk during all other hours. All common carrier charges incurred by CSC Service Users and all costs of telephone and terminal equipment incurred by CSC Service Users shall be the responsibility of the CSC Service Users using the Help Desk. Registry shall make a diligent effort to promptly acknowledge and respond to CSC Service Users' contacts to the Help Desk.
9. ADDITIONAL SERVICES.
9.1 Requested by CTIA. During the term of this Agreement, CTIA may request that Registry provide new or additional services to CSC Service Users or make certain changes in the Registry Services to CSC Service Users, including, without limitation, (i) the addition of new or different functionality to the Registry Services, (ii) a modification, reduction or expansion of existing functionality of the Registry Services, (iii) the offering of additional support, training, consulting services or any other addition to or modification or expansion of the Registry Services, (iv) an increase or decrease in any new or additional services or changes previously requested pursuant to this Article 9, or (v) CSC routing services (collectively (including changes, modifications and reductions) "Additional Services"). CTIA will initiate its request for Additional Services by delivering a proposal to Registry detailing the Additional Services being requested and any requirements to be met. Registry may request further information or clarification, if needed by Registry, to formulate a response. Within three (3) weeks (or such longer or shorter period mutually agreed to by the Parties) after Registry's receipt of CTIA's request (or, if later, Registry's receipt of any information or clarification requested by it), Registry shall respond with a proposed amendment to this Agreement, which shall be prepared and finalized in accordance with the requirements of this Article 9. As part of its response to any request from CTIA for Additional Services that CTIA states are intended to benefit more than one CSC Service User, Registry shall offer: (1) a price if paid by CSC Service Users by a specified date, and (2) a price if paid by CSC Service Users over the remaining term of this Agreement.
9.2 Proposed by Registry. During the term of this Agreement, Registry may propose Additional Services to CTIA and/or CSC Service Users, including without limitation Enhancements developed by Registry arising out of its own research and development or in connection with a request for services from a CSC Service User. Registry will initiate this process by delivering a proposal to CTIA detailing the Additional Services being proposed. If CTIA wishes to accept the proposal for Additional Services, it shall notify Registry in writing, and Registry shall respond within three (3) weeks (or such longer or shorter period mutually agreed to by the Parties) with a proposed amendment to this Agreement. The proposed Amendment shall be prepared and finalized in accordance with the requirements of this Article.
9.3 Changes Pursuant to Agreed-Upon Changes in Service Levels. During the term of this Agreement, CTIA and Registry may agree upon a change in Service Levels that would necessitate the rendering of Additional Services. In such cases, Registry shall prepare for CTIA a proposed amendment to this Agreement, which shall be prepared and finalized in accordance with the provisions of this Article.
9.4 Amendment relating to Additional Services. Each proposed amendment to this Agreement submitted by either Party pursuant to this Article shall be specifically identified as being proposed pursuant to this Article 9, and shall set forth at least the following:
Upon receipt of Registry's proposal under this Article 9, CTIA will review the proposed amendment and may request changes and modifications. Registry will then prepare a final amendment containing
the provisions agreed upon by both Parties. Upon CTIA's acceptance of the final amendment submitted by Registry, the amendment shall be executed by both Parties. All terms and conditions of this Agreement shall remain in effect except to the extent specifically changed by such an amendment. Once an amendment to this Agreement prepared pursuant to this Article 9 has been executed by each Party, the terms and conditions of that amendment shall supersede any prior terms and conditions of this Agreement (including the terms and conditions of any prior amendment to this Agreement) that are inconsistent with the terms and conditions of that amendment. If a proposed amendment is never finalized between the Parties, the requested or proposed Additional Services (including, without limitation, any Enhancement) will not become a part of the Registry Services.
10. INDEPENDENT CONTRACTOR.
Each Party acknowledges that the relationship between CTIA and Registry is that of an independent contractor. This Agreement creates no agency, partnership, joint venture or employment relationship between the Parties. Personnel utilized by Registry in the performance of Registry Services (hereinafter "Registry's Employee(s)") shall at all times remain under Registry's exclusive control and direction and shall be employees of Registry and not employees of CTIA or of any partnership or joint venture between CTIA and Registry. Registry further acknowledges that it is not considered an affiliate or subsidiary of CTIA, and is not entitled to any employee rights or benefits of CTIA. CTIA also acknowledges that it is not considered an affiliate or subsidiary of Registry and is not entitled to any employee rights or benefits of Registry. Neither Party shall have any power or authority to act for or on behalf, bind or commit the other. Nothing in this Agreement shall be deemed to render CTIA liable for any of the debts or obligations of Registry that Registry may have to any third party nor shall be deemed to render Registry liable for any of the debts or obligations of CTIA that CTIA may have to any third party.
11. CONFIDENTIAL INFORMATION.
11.1 Definition of Confidential Information. In carrying out the intentions and obligations of this Agreement, Registry may come into possession of proprietary and confidential information of CTIA and CTIA may come into possession of proprietary and confidential information of Registry. For purposes of this Agreement, proprietary and confidential information, includes, without limitations, software, proprietary aspects of the functional requirements and the systems interface, pricing and financial information and customer records of either Party or of any CSC Service Users, know-how, procedures, membership data, marketing information, methods of operation, business plans and procedures, marketing and advertising plans, and computer programs and source codes, collectively referred to as "Confidential Information." The Disclosing Party shall have the right to correct any inadvertent failure to designate information as "confidential" and/or "proprietary" by written notification to the Receiving Party. The Receiving Party shall, from that time forward, treat such information as Confidential Information under this Agreement.
know such Confidential Information. The Receiving Party shall hold Confidential Information in strict confidence, and use at least the same degree of care as it uses to safeguard its own most confidential and proprietary information so as to insure that no unauthorized person has access to it. The Receiving Party may use Confidential Information of the Disclosing Party only for purposes of fulfilling its obligations under the Agreement or as permitted under the Agreement. All Confidential Information shall remain the sole property of the Disclosing Party. The Receiving Party shall not use or commercially exploit the Disclosing Party's Confidential Information, or any portions thereof, except for fulfilling the obligations under the Agreement.
11.3 Return or Destruction of Confidential Information. Upon the request of the Disclosing Party, which may be made at any time, the Receiving Party shall return (with respect to CSC Data, in the form and on the media then in use) to the Disclosing Party, or, at the option of the Disclosing Party, shall destroy or permanently erase, the Confidential Information provided by the Disclosing Party and all copies thereof (in written, electronic or other form), and shall destroy or permanently erase any information and materials developed by it based on the Disclosing Party's Confidential Information. Notwithstanding anything to the contrary above, Registry shall not return or destroy CSC Data or Confidential Information that is necessary for it to provide Registry Services during the Term of the License. Upon the request of the Disclosing Party, the Receiving Party shall certify that the destruction or permanent erasure of Confidential Information provided for herein has occurred.
11.4 Injunctive Relief. Each party acknowledges that the unauthorized disclosure or use of Confidential Information may cause irreparable harm and significant injury, the amount of which may be extremely difficult to estimate. If the Receiving Party fails to abide by its obligations under this Article, the Disclosing Party may be entitled to seek immediate injunctive relief, in addition to any other rights and remedies available to it at law or in equity.
11.5 Loss of Confidential Information. In the event of any unauthorized disclosure or loss of, or inability to account for, Confidential Information of the Disclosing Party, the Receiving Party will notify the Disclosing Party immediately.
11.6 Third Party Access to Confidential Information. CTIA acknowledges that any Third Party having a need to obtain access to Confidential Information of Registry as a result of such Third Party's actions as a sub-contractor or vendor of CTIA, or otherwise through its relationship with CTIA shall, as a condition to such access, be required to execute a confidentiality agreement, which confidentiality agreement shall include, at a minimum, the substantive restrictions set forth in this Article 11. Registry acknowledges that any Third Party having a need to obtain access to Confidential Information of CTIA as a result of such Third Party's actions as a sub-contractor or vendor of Registry, or otherwise through its relationship with Registry shall, as a condition to such access, be required to execute a confidentiality agreement, which confidentiality agreement shall include, at a minimum, the substantive restrictions set forth in this Article 11.
12. MUTUAL INDEMNIFICATION.
12.1 Each Party shall indemnify, defend, and hold harmless the other Party ("Indemnitee"), including its directors, officers, employees, agents and affiliates from and against any losses, damages, settlement, recovery, judgment, expenses and costs (including reasonable attorneys' fees), or liabilities as a result of (a) any claims or demands against the Indemnitee by a Third Party for injury to and death of persons, and damage to and loss of property that are caused by, or arise from the Indemnifying Party's ("Indemnitor") performance and obligations under the Agreement; b) any claims or demands against Indemnitee by a Third Party that products or services furnished by Indemnitor within the scope of the Agreement actually or allegedly violates, infringes or misappropriates any patent, copyright, trademark, trade secret or other proprietary rights of the third party; provided that Registry shall not indemnify CTIA for any claim based on its provision of Registry Services as set forth in the Assignment Guidelines unless the claim is based on Registry's negligence or intentional misconduct in its provision of Registry Services; likewise, CTIA shall not indemnify Registry for any
claim based on Registry's provision of Registry Services as set forth in the Assignment Guidelines unless the claim is based on CTIA's negligence or intentional misconduct in its performance of its obligations under this Agreement; c) any claims or demands against Indemnitee by a Third Party to the extent arising from the negligence or intentional misconduct of Indemnitor acting or failing to act within the scope of this Agreement; or (d) any claims or demands against the Indemnitee by a Third Party arising from an actual breach of any of the Indemnitor's obligations, representations, or warranties contained herein. In the event that a Third Party brings a claim or demand against Registry and such claim or demand arises from a Carrier's refusal or intentional failure to abide by the Assignment Guidelines, CTIA shall indemnify Registry for any direct damages as a result of Carrier's misconduct with respect to the Assignment Guidelines, provided that Carriers indemnify CTIA for such third party claims against Registry. CTIA shall use reasonable and good faith efforts in its attempt to reach an agreement with Carriers concerning indemnification of CTIA for third party claims against Registry.
12.2 In claiming any indemnification under this Agreement, the Party claiming indemnification (the "Claimant") shall provide the other Party with written notice of any claim, which the Claimant believes falls within the scope of this Agreement. The Claimant may, at its own expense, assist in the defense if it so chooses, provided that the other Party shall control such defense and all negotiations relative to the settlement of any such claim and further provided that any settlement intended to bind the Claimant shall not be final without the Claimant's written consent.
12.3 Permission & Releases. Both Parties shall obtain permission and releases necessary for the other Party and CSC Service Users to use any third party's copyrighted material, trademark, patent or other intellectual property right in the performance of the Agreement. In the event that either Party uses such copyrighted material, trademark or patent without the owner's permission, the other Party shall secure, at its own expense, the right for such Party and CSC Service Users, whichever applicable, to use such copyrighted material, trademark or patent.
12.4 Intellectual Property, Antitrust or Claims against either Party for Carrier Activity. In the event that there are any claims or demands against either CTIA or Registry by a Third Party that (a) the CSC Registry Rights or the Assignment Guidelines actually or allegedly violate, infringe or misappropriate any patent or other proprietary rights of the third party; (b) the CSC Registry Rights, other aspects of the CSC program, or the Assignment Guidelines actually or allegedly violate any antitrust laws or regulations; or (c) one or more Carriers have not performed consistent with the Assignment Guidelines (collectively, "Emergency Claims"), then either Party shall have the right to commence the following escalation process:
html source code to the CSCA Website. In addition, if CTIA elects to terminate this Agreement under this Section 12.4.3, CTIA shall indemnify, defend and hold harmless, Registry for any and all claims or demands relating to the provision of Registry Services by itself, or any Third Party, after the effective date of termination. If Registry terminates such Agreement pursuant to this Section 12.4.3, the Registry shall provide the Transition Services set forth in Article 17 and is obligated to take the steps listed in Section 17.1, including returning the CSC Data to CTIA along with the html source code to the CSCA Website. In addition, if Registry elects to terminate this Agreement under this Section 12.4.3, CTIA has no obligation to indemnify, defend and hold harmless, Registry for any and all claims or demands relating to the provision of Registry Services by itself, or any Third Party, after the effective date of termination.
12.5 Registry's Obligations If Provision of Registry Services Is Threatened for Other Reasons. If provision of Registry Services by Registry shall be prevented or appears likely to be prevented by an injunction or court order, or by settlement resulting from any claim under Section 12.1 (b), that is not governed by the preceding Section 12.4, Registry shall, at its own discretion and expense, either: (a) by license or release from claim of violation, infringement or misappropriation, procure for CTIA and CSC Service Users the right to continue using the Registry Software; or (b) modify the Registry Services so it is functionally equivalent to the original Registry Services, but is no longer subject to a claim of violation, infringement or misappropriation; or (c) remove any infringing materials and replace same with equally suitable materials free from claim of infringement or misappropriation.
13. LIABILITY; LIMITATION OF LIABILITY.
13.1 EXCEPT FOR A BREACH BY EITHER PARTY IN CONNECTION WITH ITS INDEMNIFICATION OBLIGATIONS SET FORTH IN THIS AGREEMENT, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION, LOSS OF INCOME, LOSS OF PROFITS OR OTHER PECUNIARY LOSS); OR FOR ANY LOSSES OR EXPENSES RESULTING FROM ANY CAUSES OF ACTION OF ANY KIND WITH RESPECT TO THE AGREEMENT OR ANY AMENDMENT THERETO, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND INTENTIONAL MISCONDUCT) OR OTHERWISE. IN NO EVENT SHALL REGISTRY BE LIABLE TO CTIA FOR ANY LOSSES OR EXPENSES RESULTING FROM ANY INACCURACY IN OR OMISSION FROM ANY INFORMATION OR DATA SUPPLIED BY CTIA OR ANY CSC SERVICE USER TO REGISTRY IN CONNECTION WITH THE REGISTRY SERVICES PERFORMED BY REGISTRY. THE LIABILITY OF EITHER PARTY TO THE OTHER SHALL NOT EXCEED THE TOTAL AMOUNT OF THE CSCA ROYALTIES PAID BY REGISTRY FOR THE LICENSE OF THE LICENSED MATERIALS GRANTED BY THIS AGREEMENT.
13.2 Direct Damages. EACH PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY DIRECT DAMAGES ARISING OUT OF OR RELATING TO A BREACH OF ITS OBLIGATIONS UNDER THIS AGREEMENT AND AWARDED BY A COURT OR AN ARBITRATOR IN ACCORDANCE WITH THE DISPUTE RESOLUTION PROVISIONS UNDER THIS AGREEMENT.
14. WARRANTIES.
14.1 Authority. Each Party represents to the other that it has full authority to enter into and perform all of its obligations under this Agreement, and that the person signing this Agreement on behalf of the Party has been properly authorized to enter into this Agreement. Each Party further acknowledges that it has read this Agreement, understands it, and agrees to be bound by all of its terms, conditions and provisions.
14.2 Ownership Interest in the CSC Registry Rights. CTIA represents and warrants that, in its capacity as the Common Short Code Administrator, it has the power and authority to license the use of the CSC Registry Rights to Registry to provide the Registry Services as described in this Agreement.
14.3 Experience. Registry represents and warrants to CTIA that: a) it has the experience and ability to perform the Registry Services; and b) it will perform the Registry Services in a professional, competent and timely manner.
14.4 Open Participation. CTIA represents and warrants to Registry that all telecommunications service providers, that are otherwise qualified to provide CSCs, will be eligible to participate in the CSC program.
14.4 Disclaimer of Warranties. EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES RENDERED BY ITSELF, ITS SERVANTS, OR ITS AGENTS OR THE RESULTS OBTAINED FROM THEIR WORK, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE.
15. ASSIGNMENT.
This Agreement is personal to the Parties hereto. Their respective rights and interests hereunder are non-assignable and non-transferable without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed. Any attempted assignment or transfer of such rights and interests without such consent in violation of the provisions of this Agreement, by operation of law or otherwise, shall be void; provided, however, that either Party may assign and transfer this Agreement without prior consent to a parent, subsidiary, affiliate or successor of interest that acquires substantially all of its assets.
16. TERMINATION.
16.1 Either Party may terminate this Agreement, and such termination shall be effective immediately, in the event that the other Party: 1) breaches any material term of this Agreement and the breach is not cured within fifteen (15) Business Days (or within a reasonable period of time as mutually agreed upon by the Parties, such agreement to not be unreasonably withheld) after receipt of written notice from the non-breaching party; 2) makes a general assignment for the benefit of creditors; 3) files a voluntary petition in bankruptcy or for reorganization or arrangement under the bankruptcy laws; 4) if a petition in bankruptcy is filed against either Party or if a receiver or trustee is appointed for all or any part of the property or assets of either Party; 5) under the circumstances related to a regulatory event as set forth in Article 18 of this Agreement; 6) Registry chronically fails to provide the Registry Services, as defined in Section 16.2 of this Agreement 7) Registry is merged with or acquired by an entity which is unable to comply with the Code of Conduct; or 8) Registry otherwise ceases to be able to comply with the Code of Conduct, and such cessation continues for a period of thirty (30) days following the date that Registry first becomes aware of the event causing the cessation of neutrality.
16.2 Chronic Failure. CTIA may terminate this Agreement if Registry frequently fails to provide the Registry Services at one or more of the Service Levels, and such failure is evidenced by recurring events of the same or similar nature that are indicative of a systemic problem(s), and such problem(s) has been unaffected by Registry's repeated efforts to cure or is reasonably unlikely to be cured as a result of Registry's reasonably diligent efforts over a reasonable period, which in any event shall be no less than thirty (30) days.
17. TRANSITION AT EXPIRATION OR TERMINATION OF THIS AGREEMENT.
17.1 Rights and Obligations Upon Termination. Upon final termination of this Agreement (hereafter "Termination Event") and subject to the following sections of this Article 17 allowing for an orderly transition, (i) all rights of Registry with respect to the Licensed Materials shall cease and revert to CTIA, (ii) Registry shall have no further right to promote or provide the Registry Services, and (iii) Registry shall cease using the CSC Registry Rights and other Licensed Materials. Also subject to the following sections of this Article 17, (a) within seven days of a Termination Event (or the last day of any extension described in Section 17.3 below), Registry shall return to CTIA (without retaining copies) all Documentation relating to the CSC Registry Rights, including all copies, in whatever form, of CSC Data or CSC Enhancements or, at CTIA's request, destroy all copies of those materials and shall return the html source code to the CSCA Website; and (b) within thirty days after a Termination Event (or the last day of any extension described in Section 17.3 below), Registry shall pay to CTIA all undisputed CSC Royalties that have accrued through the effective date of the termination and are actually collected.
17.2 Registry's Obligation to Assist with Transition. Upon a Termination Event and in the event that CTIA informs Registry of its intent to license the CSC Registry Rights to a successor provider of Registry Services (the "Successor Registry"), Registry shall assist CTIA in the orderly and timely transition of the Registry Services specified herein from Registry to the Successor Registry, consistent with the requirements of this Article.
17.3 Optional Extension upon Termination. Upon the occurrence of a Termination Event, and CTIA's request, Registry shall agree to extend this Agreement with CTIA for a period which shall not extend beyond the earlier of either (i) the effective date of a license agreement between CTIA and the Successor Registry under which a license to use the CSC Registry Rights to provide Registry Services is granted to the Successor Registry; or (ii) the date that is six (6) months after the Termination Event. During any such extension, Registry shall continue to provide Registry Services to CSC Service Users in accordance with the Service Levels and Fee Schedule in effect on the date of notice of termination and shall continue to pay CSC Royalties to CTIA in accordance with the CSC Royalties Schedule in effect on the date of notice of termination, unless the Parties mutually agree, pursuant to good faith negotiations, to the application of a revised Fee Schedule or CSC Royalties Schedule during that time period. Upon any such extension, Registry shall provide any Transition Services (as defined below) requested by CTIA; provided that (i) Registry shall be paid for any additional services at its then-current rates for such services, and (ii) Registry shall have no obligation to perform any such Transition Services after the extension period has concluded. Registry's obligation to perform Services during any extension period is subject to CTIA using diligent efforts to transition to a Successor Registry, which shall commence no later than upon notice of termination of this Agreement.
17.4 Transition Services. Upon the occurrence of a Termination Event, CTIA may request Registry to perform certain services and assist with the transition to a Successor Registry. Such request for Transition Services shall be submitted to Registry in writing on or immediately prior to the expiration or termination date. CTIA shall pay Registry for the performance of such Transition Services in accordance with Paragraph 17.3 of this Agreement. Registry shall cooperate with CTIA in effecting the orderly and timely transition of the Registry Services to a Successor Registry and agrees to perform the following services (collectively, the "Transition Services").
18. REGULATORY AND LEGISLATIVE CONSIDERATIONS.
18.1 Some CSC Users are Communications Common Carriers. The Parties expressly recognize that the CSC Service Users and the Carriers are or may be subject to certain federal and state laws and regulations promulgated thereunder, as well as rules, regulations, orders, opinions, decisions and possible approval of the FCC and other regulatory bodies having jurisdiction or delegated authority over CSC Service Users and the CSC Service. The Parties also recognize that this Agreement is subject to changes and modifications required as a result of any of the foregoing; provided, however, that the Parties hereby agree that this Agreement and the Registrant Sublicense Agreements shall remain in full force and effect in accordance with their respective terms and each of the Parties shall continue to perform all of its respective obligations under this Agreement, and Registry and each of the CSC Service Users shall continue to perform all of their respective obligations under the CSC Registrant Agreements, in accordance with the respective terms thereof until the Parties can agree upon any amendment that may be required to this Agreement as a result of any such regulatory change.
18.2 Failure to Agree Upon Amendment. If the Parties are unable to agree upon any required amendment, the Parties agree to resolve such dispute pursuant to an "expedited" arbitration proceeding.
18.3 Termination as Result of Amendment. Notwithstanding anything to the contrary above, either Party may terminate this Agreement if the required amendment is technically or economically unfeasible or if the regulatory change requires either Party to terminate this Agreement, except that each Party agrees it will give the other at least thirty (30) days advance written notice of its intent to terminate this Agreement on such basis. If, within ten (10) days of receipt of such notice, the Non-terminating Party delivers its written objection to the Terminating Party disputing the basis upon which Terminating Party is exercising its termination right under this provision, the Parties shall resolve the dispute in an Expedited Arbitration proceeding, with the focus of such proceeding being whether the required amendment is technically or economically unfeasible or whether the regulatory change requires the Terminating Party to terminate this Agreement, as applicable. CTIA shall cooperate fully with Registry to obtain any necessary regulatory approvals of the Registry Services or in other regulatory proceedings regarding the Registry Services.
18.4 Changes in Law and Regulations. CTIA shall notify Registry of any relevant changes in applicable legislative enactment and regulations of which CTIA becomes aware in the ordinary course of its business. Any necessary modifications to the Registry Services as a result of such changes shall be made in accordance with the provisions of Article 9 [Additional Services], and subject to the provisions of Section 18.1.
19. INTERNAL DISPUTE RESOLUTION AND ARBITRATION.
19.1 Internal Dispute Resolution. Except in circumstances where the time required for application of this dispute resolution procedure would cause irreparable harm, any claim, controversy or dispute arising out of or relating to this Agreement, which cannot otherwise be resolved after good faith negotiations by the Parties, shall be resolved as follows:
19.2 Arbitration. Any dispute arising out of or related to this Agreement, which cannot be resolved by negotiation, shall be settled by binding arbitration in the Commonwealth of Virginia before a single arbitrator. The arbitration shall be conducted pursuant to the American Arbitration Association's ("AAA") Commercial Arbitration Rules. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction. The parties shall first attempt to identify a mutually acceptable arbitrator. However, if the parties are unable to identify a mutually acceptable arbitrator within twenty (20) days after service of the demand for arbitration upon all of the Parties to the dispute, then either Party may request that the arbitrator be appointed by the president of the Association of the Bar of the Commonwealth of Virginia. The arbitrator's fees shall be deposited equally by the parties, but may be awarded by the arbitrator as provided in the Commercial Arbitration rules. However, under no circumstances shall any Party to this agreement be responsible for the payment of any administrative fees to the AAA in connection with this arbitration agreement.
20. MISCELLANEOUS.
20.1 Successors and Assigns. This Agreement and any amendments thereto shall be binding upon the Parties' respective successors and assigns.
20.2 Attorneys' Fees. The Party substantially prevailing in any legal action between the Parties concerning this Agreement shall receive reimbursement of its reasonable attorneys' fees and court costs incurred from the other Party.
20.3 Advertising or Publicity. Except as set forth in this Agreement, neither Party shall identify, either expressly or by implication, the other Party or its corporate affiliates or use any of their names, trademarks, trade names, service marks, or other proprietary marks in any advertising, sales presentations, news releases, releases to any professional or trade publication, advertising or other promotional materials without such other Party's prior written consent, which shall not be unreasonably withheld or delayed.
20.4 Non-Waiver. No course of dealing or failure of either Party to enforce strictly any term, right, obligation or provision of this Agreement, including any amendments thereto, or to exercise any option provided hereunder or thereunder shall be construed as a waiver of such provision.
20.5 Notices. All notices or other communications required or permitted to be given under this Agreement shall be in writing (unless otherwise specifically provided herein) and delivered or addressed as follows:
If to CTIA:
CTIA
1250 Connecticut Avenue, NW
Suite 800
Washington, DC 20036
Attn: John Windolph
(p) (202) 785-0081
If to Registry:
with a copy to:
All notices or other communications shall be deemed effectively given: (a) when delivered, if personally delivered, including courier, facsimile or overnight delivery service, (except that notices received after 3:00 p.m. local time will be deemed received on the following Business Day); (b) on the date of delivery (or, if refused, the refusal date shown on the return receipt) if mailed certified or registered mail, return receipt requested; or (c) four (4) days after mailing if mailed first class.
20.6 Governing Law. The construction, interpretation and performance of this Agreement and all transactions under it shall be governed by the laws of the Commonwealth of Virginia, excluding its choice of law rules. Registry agrees to submit to the jurisdiction of any court within the Commonwealth of Virginia wherein an action is commenced against CTIA under this Agreement.
20.7 Severability. If any provision of this Agreement shall be held invalid or unenforceable, such provision shall be deemed deleted from the Agreement and replaced by a valid and enforceable provision which reasonably achieves the Parties' intent in agreeing to the original provision. The remaining provisions of the Agreement shall continue in full force and effect.
20.8 Remedies. The rights and remedies provided herein shall be cumulative and in addition to any other remedies available at law or in equity.
20.9 Survival. Except as otherwise set forth in this Agreement, all obligations that by their nature survive the expiration or termination of this Agreement, including, Sections 4 [CSC Royalties], 6.10 [Data Escrow], 7 [Ownership], 11 [Confidential Information], 12 [Indemnification], 13 [Limitation of Liability], 14 [Warranties], 17 [Transition], 19 [Dispute Resolution], 20.2 [Attorneys' Fees], 20.4 [Non-Waiver], 20.5 [Notices], 20.6 [Governing Law], 20.7 [Severability], 20.8 [Remedies], 20.12 [No Third-Party Beneficiaries], 20.13 [Interpretation of the Agreement], and 20.16 [Entire Agreement].
20.10 Insurance. During the term of the Agreement, both Parties, at their sole cost and expense, shall secure and maintain insurance coverage as is necessary, as a reasonable prudent businessperson, to bear all of their obligations under this Agreement. Such coverage shall include Commercial General Liability Insurance, Errors and Omissions Insurance, and Media Insurance. Maintenance of the foregoing insurance shall in no way be interpreted as relieving either Party of any responsibility or obligation whatsoever and both Parties may acquire, at its own expense, such additional insurance, as such Party deems necessary. Both Parties assume full and complete liability for all injuries to, or death of, any person, or for any damages to property to the extent arising from the negligent or willful acts or omissions of such Party.
20.11 Force Majeure. Either Party may suspend (or if such suspension continues for more than 30 days, terminate) its obligations under this Agreement if such obligations are delayed, prevented, or rendered impractical or impossible due to circumstances beyond its reasonable control, including, without limitation, fires, floods, lightning, earthquakes, wars (declared or undeclared), civil disturbances, accidents, terrorist acts (including biochemical attacks), acts of any governmental body, damage to its plants and equipment, network problems caused by any Internet Service Provider or telecommunications company servicing Registry [and/or CTIA], acts of God (collectively referred to herein as "Force Majeure"), Each party shall use its best efforts to minimize the duration and consequences of any failure of or delay in performance resulting from a Force Majeure event. In such event, the affected party shall not be liable to the other for delay or failure to perform its obligations under this Agreement.
20.12 No Third-Party Beneficiaries. This Agreement shall not be construed to create any obligation by either CTIA or Registry to any non-party to this Agreement, including any CSC Service User.
20.13 Interpretation of the Agreement. This Agreement is the joint work product of representatives of Registry and CTIA; accordingly, in the event of ambiguities, no inferences will be drawn against either Party, including the Party that drafted the Agreement in its final form.
20.14 Headings. The Article headings contained herein are for purposes of convenience only and shall not be deemed to constitute a part of this Agreement or to affect the meaning or interpretation of this Agreement in any way.
20.15 Counterparts. This Agreement may be executed simultaneously in two (2) counterparts, each of which shall be deemed an original, but both of which together shall constitute one (1) and the same instrument.
20.16 Entire Agreement. This Agreement constitutes the entire agreement between Registry and CTIA relating to the subject matter hereof and shall not be modified or rescinded in any manner except by a written amendment executed by both Parties. Other than as expressly provided herein, both Registry and CTIA agree that no prior or contemporaneous oral representations form a part of their Agreement. Estimates and forecasts furnished by CTIA shall not constitute commitments. The provisions of this Agreement supersede all contemporaneous oral agreements and all prior oral and written quotations, communications, agreements and understandings of the parties with respect to the subject matter of this Agreement.
[THIS SPACE IS LEFT INTENTIONALLY BLANK]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in duplicate by their duly authorized representatives.
CELLULAR TELECOMMUNICATIONS & INTERNET ASSOCIATION
| By: | [Name] [Title] |
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Date: |
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[ ] |
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NEUSTAR, INC. |
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By: |
[Name] [Title] Date: |
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A. |
Implementation Schedule |
B. |
Registrant Sublicense Agreement |
C. |
1. CSC Registry Fee Schedule |
| 2. CSCA Royalties Calculation | |
D. |
Initial Reserved Codes and Grandfathered Codes |
E. |
Assignment Guidelines |
F. |
Code of Conduct |
G. |
Service Levels |
H. |
Reports |
EXHIBIT A TO THE
COMMON SHORT CODE AGREEMENT
Implementation Schedule
Commencement of Service Date: The later of (i) October 21, 2003 or (ii) the date in which Registry makes CSCs available for registration by the general public as mutually agreed by the Parties.
On the Commencement of Service Date, Registry will commence delivering Registry Services to CSC Service Users based on the requirements and functionalities as specified in the Assignment Guidelines.
Notwithstanding the above, the following items which are referenced in the Assignment Guidelines, will be included in a second release of the Registry Services, which shall be implemented no later than ninety (90) days after the Commencement of Service Date, or other date mutually agreed by the Parties.
EXHIBIT B TO THE
COMMON SHORT CODE ADMINISTRATION AGREEMENT
Registrant Sublicense Agreement
THIS IS A LEGALLY BINDING AGREEMENT BETWEEN NEUSTAR, INC., THE COMMON SHORT CODE ("CSC") REGISTRY OPERATOR ("REGISTRY"), AND "YOU," THE APPLICANT FOR A LICENSE TO USE CSC(S) IN ACCORDANCE WITH THE TERMS OF THIS SUBLICENSE AGREEMENT ("AGREEMENT"). PLEASE BE ADVISED THAT THE MERE APPLICATION FOR OR REGISTRATION OF A CSC WITH THE REGISTRY DOES NOT GUARANTEE THAT A PARTICIPATING CARRIER WILL ACCEPT OR IMPLEMENT THE CSC OR THAT YOU WILL BE ABLE TO USE THE CSC AT ALL.
BY SELECTING "I AGREE," BY USING THE SERVICE, OR BY SIGNIFYING YOUR ACCEPTANCE IN ANY OTHER WAY, YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS AND CONDITIONS, YOU ARE NOT AUTHORIZED TO USE THE SERVICE AND YOU MUST DISCONTINUE ANY FURTHER USE.
1. The Service. Registry administers a method for assignment of CSCs. CSCs are a string of numeric characters that are interoperable across communication service providers in the United States that are participating in CSC services ("Participating Carriers"). The Participating Carriers and other participating members of the wireless telecommunications industry have appointed the Cellular Telecommunications & Internet Association ("CTIA") to serve as their Common Short Code Administrator and CTIA, acting in that capacity, has granted Registry a license to assign CSCs in the manner described in this Agreement. Registry makes this Service available to those seeking to sublicense for the term selected, a CSC. CSCs are intended for use only in the United States. You may review frequently asked questions regarding the Service by reviewing the CSC FAQs [LINK].
2. Registration, Password and Security. To use the Service and license a CSC, You will be asked to first create an account and obtain a login name. In addition, You will be asked to create a password. If any information You provide is inaccurate, incomplete or not current, Registry may suspend or terminate Your account and access to the Service. You may change such information at any time by logging into Your account, which can be found at [LINK]. You are solely responsible for maintaining the confidentiality of Your login name and password. You must immediately notify Registry of any unauthorized use of Your login name and You are responsible for any unauthorized activities, charges and/or liabilities made on or through Your login name until Registry receives such notification. You may not transfer or lend login names to any other third party.
3. Privacy. BY AGREEING TO THE TERMS OF THIS AGREEMENT, YOU ACKNOWLEDGE THAT THE PRIVACY STATEMENTS OF CTIA AND THE REGISTRY, WHICH CAN BE FOUND AT [LINKS] AND GENERALLY DESCRIBE THE COLLECTION AND USE OF PERSONAL INFORMATION, DO NOT APPLY TO INFORMATION SUBMITTED TO REGISTRY UNDER THIS AGREEMENT. Registry will not use the data submitted by You in a way incompatible with the purposes of this Agreement. You represent and warrant that You have provided notice to, and obtained consent from, any third party individuals whose data You supply to us as part of the Service with regard to: (i) the purposes for which such third party's data has been collected, (ii) the intended recipients or categories of recipients of the third party's data, (iii) which parts of the third party's data are obligatory and which parts, if any, are voluntary; and (iv) how the third party can access and, if necessary, rectify the data held about them. You further agree to provide such notice and obtain such consent with regard to any third party data You provide in the future. Neither Registry nor CTIA are responsible for any consequences resulting from Your failure to provide notice or receive consent from such individuals nor for Your providing outdated, incomplete or inaccurate information.
4. License to Use Data. By submitting data to participate in this Service, You hereby grant Registry, CTIA and the Participating Carriers and their respective designees and agents a royalty-free, non-exclusive worldwide license to use, copy, distribute, publish and modify all of the data contained in Your CSC application or submitted thereafter (the "Data") for the purposes of implementing this and
other related services, processing Your application, notifying You of changes to the Service, for archival purposes, and creating and using aggregate information about the use of CSCs wherein identifying information about You has been removed.
5. Disclosure of Certain Information. In order for Registry to comply with the rules and policies for the administration of CSCs (which may be updated from time to time), You consent to the disclosure by Registry to CTIA or to Participating Carriers, or those acting on behalf of CTIA or Participating Carriers, through an interactive accessible registration database or otherwise, the Data. In addition, You acknowledge that the Application identifies those fields and Data that will be publicly disclosed or made available through the Registry's website or otherwise. You further consent to the disclosure of any Data or other information to any governmental agency upon receipt of lawful process or in compliance with any law, or to protect the rights or property of Registry, CTIA, Participating Carriers, or any of their customers or users.
6. The Application.
PARTICIPATING CARRIER IN WHICH YOU WOULD LIKE TO TRANSMIT CONTENT. THE TERMS AND CONDITIONS OF ALL SUCH ARRANGEMENTS WITH INDIVIDUAL PARTICIPATING CARRIERS ARE AT THE SOLE DISCRETION OF THAT PARTICIPATING CARRIER AND SHALL NOT IN ANY WAY INVOLVE REGISTRY. IN ADDITION, INITIAL APPROVAL OF REGISTRATION OF A CSC IN NO WAY GUARANTEES THAT YOU WILL BE ABLE TO RETAIN SUCH CSC PAST THE CURRENT TERM OF YOUR REGISTRATION.
DELETION AND/OR REMOVAL IN THE EVENT THAT YOUR USE OF THE CSC IS DETERMINED TO BE IN VIOLATION OF THIS AGREEMENT.
7. Registry Reservation. Registry reserves the right, but does not assume the obligation, to strictly enforce this Agreement by, without limitation, issuing warnings, suspending or terminating Service prior to actively investigating violations and prosecuting them in any court or appropriate venue. Registry may access, use and disclose transaction information about Your use of the Service, to the extent permitted by law, in order to comply with the law (e.g., a lawful subpoena); to enforce or apply this Agreement; to initiate, render, bill, and collect for the Services; to protect its rights or property; or to protect users of the Services from fraudulent, abusive, or unlawful use of, the Service. INDIRECT OR ATTEMPTED VIOLATIONS OF THIS POLICY OR ANY RELATED POLICY, GUIDELINE OR AGREEMENT, AND ACTUAL OR ATTEMPTED VIOLATIONS BY A THIRD PARTY ON YOUR BEHALF SHALL BE CONSIDERED VIOLATIONS OF THIS POLICY BY YOU. In addition, Registry reserves the right to deny, cancel, transfer or otherwise make unavailable any CSC that it deems necessary, in its sole discretion, (1) to protect the integrity and stability of the Service; (2) to comply with any applicable laws, government rules, policies or requirements, requests of law enforcement, in compliance with any dispute resolution process; (3) to avoid any liability, civil or criminal, on the part of Registry, as well as its affiliates, subsidiaries, officers, directors, representatives, employees, and stockholders; (4) for violations of any agreement between Registry and any third party related to the Service; (5) to correct mistakes made by Registry, in connection with a CSC registration.
8. Fees. As consideration for the Service, You agree to pay Registry a non-refundable fee of $1000 per month for each "Selected CSC" and $500 per month for each "Random CSC." Such fees are subject to change at any time by Registry, in its sole discretion; provided, however, that the fees in effect at the time of submission of Your application for a CSC, or at the time of renewal of Your CSC registration, will remain in effect with respect to such CSC registration for the period of such initial term or renewal term, as applicable. All fees for the entirety of the term shall be due and payable before assignment or renewal of the CSC. Registry may take all remedies to collect fees owed. In the event that You dispute any fee, or take any action to initiate a credit card chargeback for any of the fees described above, such action may result in Your sublicense of a CSC being suspended until such time as the dispute is resolved, at which time, depending on the outcome of the dispute, the sublicense of the CSC may be reinstated or cancelled, whichever applicable. In addition to the foregoing fees, You are responsible for all taxes associated with such fees.
9. Ownership. You acknowledge that all right, title and interest in and to the database of CSCs, each of the CSCs themselves, the underlying technology used in connection with the Service, and all software, material, information, communications, text, graphics, links, electronic art, animations, audio, video, photos, and other data (collectively, the "Intellectual Property") available within the Service are the exclusive property of either the Registry or, in some instances, of licensors and/or third-party providers from whom Registry has obtained a license to use their Intellectual Property. You acknowledge that although you have a sublicense to use CSCs for the duration of the term, you have no proprietary ownership interest in the CSCs. You agree that You will not take any action that would cause You to acquire any trademark, trade name or trade dress rights in the CSC. You acknowledge and agree that the registration of a CSC does not confer immunity from objection to either the registration or use of the CSC by a third party. Neither Registry, nor CTIA, nor any Participating Carrier is responsible in any way for any conflict or dispute with or any actual or threatened claim against You relating to a CSC, including without limitation a claim that any use of a CSC interferes with or infringes a registered or unregistered trademark, trade name, service mark or rights relating to a name or other identifying indicium of a third party or any other intellectual property rights or proprietary rights (including without limitation rights of publicity) of a third party or relating to the defamation or interference with the right of privacy of any third party. Except as expressly authorized by Registry or as may be posted on the Service, You may not copy, reproduce, publish, distribute, modify, create derivative works of, rent, lease, sell, transfer, display, transmit, compile or collect in a database, or in any manner commercially exploit any part of the Intellectual Property or the Service, in whole or in part. You may not store any significant portion of any Intellectual Property or the Service
owned by, or licensed to Registry in any form, whether archival files, computer-readable files, or any other medium. You also may not "mirror" any Intellectual Property or the Service on any other server.
10. Links. Some links on Registry's Web site lead to sites posted by independent site owners. Because Registry does not have control over these sites, it is not responsible for such sites' accessibility via the Internet. Registry does not endorse products, services, or information provided by such sites. As such, Registry shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with, use or reliance on any content, goods or services available on or through any other site. Further, the inclusion of these links does not imply that the other sites have given permission for inclusion of these links, or that there is any relationship between Registry and the linked sites.
11. Trademark Notice. CTIA®, CTIA logos, NeuStar®, NeuStar logos, their taglines and the look, feel and trade dress of the Service are the exclusive trademarks, service marks, trade dress and logos of Cellular Telecommunications & Internet Association, Inc. and NeuStar, Inc. respectively. All other trademarks, service marks, trade dress, and logos used on the Service are the trademarks, service marks, trade dress, and logos of their respective owners.
12. Designated Agent. The Digital Millennium Copyright Act, signed into law on October 28, 1998, amended the copyright law to provide limitations for service provider liability relating to material online. In compliance with such Act, Registry has a Designated Agent to receive notice of alleged copyright infringements contained on the Service. All inquiries into alleged copyright infringement on the Service should be sent to Registry, c/o Jeffrey J. Neuman, Director of Law and Policy, 46000 Center Oak Plaza, Building Ten, Sterling, VA 20166.
13. Local Laws; Export Control. Registry controls and operates the Service from its headquarters in the United States and makes no representation that the Service is appropriate or available for use in other locations. If You use the Service from other locations, You are responsible for compliance with applicable local laws, including, but not limited to, export and import regulations of other countries. Unless otherwise explicitly stated, all marketing or promotional materials found on the Service are solely directed to individuals, companies, or other entities located in the United States.
14. Disclaimer of Warranty, Limitation of Liability. YOU AGREE THAT YOUR ACCESS TO AND USE OF THE SERVICE AND A CSC ARE AT YOUR OWN RISK. NEITHER REGISTRY, CTIA, NOR EACH OF THEIR RESPECTIVE PARENTS, SUBSIDIARIES, SHAREHOLDERS, MEMBERS, OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, SUBCONTRACTORS OR AGENTS WARRANT THAT THE SERVICE OR A CSC WILL BE UNINTERRUPTED OR ERROR-FREE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE OR A CSC OR AS TO THE ACCURACY, RELIABILITY, OR CONTENT WITHIN THE SERVICE. THE SERVICE IS PROVIDED ON AN "AS IS, "AS AVAILABLE" BASIS WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. TESTING AND APPROVAL OF A CSC APPLICATION DOES NOT ENSURE THAT IT WILL RUN WITHOUT ERROR OR THAT IT WILL NOT OTHERWISE CAUSE HARM TO YOU, YOUR CUSTOMERS OR END USERS OR PARTICIPATING CARRIERS. IN NO EVENT WILL REGISTRY, CTIA, NOR EACH OF THEIR RESPECTIVE PARENTS, SUBSIDIARIES, SHAREHOLDERS, MEMBERS, OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, SUBCONTRACTORS AND AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES (EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT YOUR USE OF OR INABILITY TO ACCESS OR USE THE SERVICE OR A CSC, INCLUDING WITHOUT LIMITATION, LOSS OF REVENUE OR ANTICIPATED PROFITS, LOSS OF GOODWILL, LOST BUSINESS, LOST DATA, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER DAMAGES OR LOSSES THAT RESULT FROM MISTAKES, INACCURATELY ENTERED DATA, UNAUTHORIZED USE, OMISSIONS, INTERRUPTIONS,
ERRORS, DEFECTS, DELAYS IN OPERATION, OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT LIMITED TO ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO INSTITUTIONS RECORDS, PROGRAMS OR SERVICES. YOU AGREE THAT THE FOREGOING LIMITATIONS OF LIABILITY REPRESENTS A REASONABLE ALLOCATION OF RISK. IN NO EVENT, SHALL REGISTRY, CTIA, AND EACH OF THEIR RESPECTIVE PARENTS, SUBSIDIARIES, SHAREHOLDERS, MEMBERS, OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, SUBCONTRACTORS AND AGENTS BE LIABLE TO YOU FOR ANY AMOUNT EXCEEDING THE AMOUNT OF FEES PAID BY YOU FOR A CSC REGISTRATION. THIS PROVISION SHALL SURVIVE TERMINATION OR EXPIRATION OF THIS AGREEMENT.
15. Indemnification. You agree to indemnify, defend and hold harmless Registry, CTIA, and each of their respective parents, subsidiaries, shareholders, members, officers, directors, employees, affiliates and agents (each an "Indemnified Party") from any claim or demand, including reasonable attorney's fees, made by any third party due to or arising out of or relating to (a) this Agreement or the breach of Your warranties, representations and obligations under this Agreement, (b) the Service, CSC or Your use or nonuse of such Service or CSC, (c) any intellectual property or other proprietary right (including without limitation right of publicity) or right of privacy of any person or entity, (d) any content transmitted or received through the CSC, (e) a failure or inability of any end user to send or receive communications through Your CSC, (f) a violation of any of our operating rules or policies relating to the service(s) provided, or (g) any information or data You supplied to Registry, including, without limitation, any misrepresentation in Your application, if applicable. When an Indemnified Party is threatened with suit or sued by a third party, the Indemnified Party may seek written assurances from You concerning Your promise to indemnify the Indemnified Party; Your failure to provide those assurances may be considered by the Indemnified Party to be a material breach of this Agreement. The Indemnified Party shall have the right to participate in any defense by You of a third-party claim related to Your use of any CSC or this Service, with counsel of its choice at its own expense. The Indemnified Party shall reasonably cooperate in the defense at Your request and expense. You shall have sole responsibility to defend the Indemnified Party against any claim, but You must receive the Indemnified Party's prior written consent regarding any related settlement. The terms of this paragraph will survive any termination or cancellation of this Agreement.
16. Modifications to the Service. Registry reserves the right at any time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that Registry will not be liable to You or to any third party for any modification, suspension, or discontinuation of the Services.
17. Termination.
18. Arbitration. Any dispute, controversy or claim arising out of or relating to this Agreement or the breach, termination or validity hereof, shall be finally settled in accordance with the commercial arbitration rules of the American Arbitration Association (the "AAA") then obtaining, by a panel of three arbitrators. Judgment upon the award of the Arbitrators may be entered by any court of competent jurisdiction over the parties on the subject matter of this Agreement. Each party shall have the right to appoint one arbitrator from the list of arbitrators supplied to the parties by the AAA, and the two arbitrators so appointed shall appoint the third. The place of arbitration shall be the County of Loudoun, VA., U.S.A. The language of the arbitration shall be in English. The arbitrators shall determine the matters in dispute in accordance with the internal law of the Commonwealth of Virginia, without reference to the Convention on Contracts for the International Sale of Goods. Except as precluded by the United Nations Convention on the Recognition and Enforcements of Foreign Arbitral Awards, the internal procedural and substantive laws of Virginia and the United States Federal Arbitration Act shall govern all questions of arbitral procedure, arbitral review, scope of arbitral authority, and arbitral enforcement. The parties agree that the award of the arbitrators shall be the sole and exclusive remedy between them regarding any claims, counterclaims, issues or accountings presented or pled to the arbitrators, that the award shall be made and shall be promptly payable in U.S. dollars, free of any tax, deduction or offset, and that any costs, fees or taxes instant to enforcing the award shall, to the maximum extent permitted by law, be charged against the party resisting such enforcement. No claim may be submitted by a party to arbitration in accordance with this Section 18 unless notified by the other party within one (1) year of the date on which the submitting party first knew or should have known of the existence of the facts indicating the existence of such dispute.
19. Force Majeure. Neither party shall be deemed in default hereunder, nor shall it hold the other party responsible for, any cessation, interruption or delay in the performance of its obligations hereunder due to earthquake, flood, fire, storm, natural disaster, act of God, war, terrorism, armed conflict, labor strike, lockout, or boycott, provided that the party relying upon this section (i) shall have given the other party written notice thereof promptly and, in any event, within five (5) days of discovery thereof and (ii) shall take all steps reasonably necessary under the circumstances to mitigate the effects of the force majeure event upon which such notice is based; provided further, that in the event a force majeure event described in this Section extends for a period in excess of thirty (30) days in the aggregate, Registry may immediately terminate this Agreement.
20. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, without regard to its principles of conflicts of law. Any such action shall take place in the County of Fairfax in the Commonwealth of Virginia.
21. Changes to this Agreement. Registry reserves the right to modify this Agreement at any time and from time to time. Any such revision or change will be binding and effective upon sending notification to You by e-mail or United States mail. If You do not agree with any revision to the Agreement, You may terminate this Agreement at any time by providing Registry with notice. Your notice of termination will be effective on receipt and processing by Registry. Any fees paid by You if You terminate this Agreement are nonrefundable, but You will not incur any additional fees. By continuing to use the Service after any revision to this Agreement, You agree to abide by and be bound by any such revisions or changes.
22. Assignment of Agreement. Except as otherwise set forth herein, Your rights under this Agreement are not assignable or transferable. Any attempt by Your creditors to obtain an interest in Your rights under this Agreement, whether by attachment, levy, garnishment or otherwise, renders this
Agreement voidable at Registry's option. This Agreement shall inure to the benefit of and be binding upon Registry's successors and assigns.
23. Severability. In the event that any provision of this Agreement shall be unenforceable or invalid under any applicable law or be so held by applicable court decision, such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole, and, in such event, such provision shall be changed and interpreted so as to best accomplish the objectives of such provision within the limits of applicable law or applicable court decision.
24. Waiver. No waiver of any provision of this Agreement shall be effective unless it is in writing and signed by an authorized representative of Registry. The failure of a party, at any time or from time to time, to require performance of any obligations of the other party hereunder shall not affect its right to enforce any provision of this Agreement at a subsequent time, and the waiver of any rights arising out of any breach shall not be construed as a waiver of any rights arising out of any prior or subsequent breach.
25. Entire Agreement. This Agreement completely and exclusively state the agreement of the parties regarding the subject matter, and supersede all prior agreements and understandings, whether written or oral, with respect to the subject matter of this Agreement.
I AGREE I DO NOT AGREE
EXHIBIT C-1 TO THE
COMMON SHORT CODE ADMINISTRATION AGREEMENT
Common Short Codes Registry Fee Schedule
Registrants of CSCs shall pay the following amounts based on the type of CSC registered:
Length of Registrations: CSCs shall initially be available for terms of 3, 6 and 12 months.
Minimum Term: All CSCs shall be registered for a minimum of three (3) months.
Billing: Registrants are required to pre-pay Registry for the entire term, upon such CSC being granted by Registry in accordance with the process set forth in Exhibit E.
EXHIBIT C-2 TO THE
COMMON SHORT CODE ADMINISTRATION AGREEMENT
CSCA Royalties Calculation
CSCA Royalties shall be paid by Registry to CTIA in the following manner:
[* * *]
EXHIBIT D TO THE
COMMON SHORT CODE ADMINISTRATION AGREEMENT
Reserved Codes / Grand-fathered Codes
THE E-MAIL SENT BY DEVIN TOPOREK, PROGRAM COORDINATOR, WIRELESS INTERNET DEVELOPMENT OF THE CELLULAR TELECOMMUNICATIONS & INTERNET ASSOCIATION (CTIA) DATED OCTOBER 16, 2003 SHALL BE DEEMED THE FINAL LIST OF GRANDFATHERED CODES ALONG WITH THE CODE 74678.
EXHIBIT E TO THE
COMMON SHORT CODE ADMINISTRATION AGREEMENT
Common Short Code
Administration
Guidelines
Version
1.1
October 16, 2003
Table of Contents
1. Common Short Code Service Overview
2. Common Short Code Namespace
3. Common Short Code Users
4. Common Short Code Application Process
5. Common Short Code Address Database
6. Common Shot Code Customer Service
Tom McGarry of NeuStar is the editor of this document. To ensure consistency, any proposed changes to this document should be done with the "track changes" feature of Microsoft Word and submitted to the editor tom.mcgarry@neustar.biz.
1. Common Short Code Service Overview
1.1 Wireless Messaging and Short Codes
1.2 Functional Roles Involved in Short Codes
1.3 Common Short Codes
responsibilities include; providing the day to day operations, administering the resource, implementing and maintaining the CSC administration platform, developing and implementing guidelines, and facilitating the manual and automated implementation of CSCs across multiple carriers.
CSC Administrator—is the entity providing the administration of the CSCs. CTIA is the US Common Short Code Administrator.
CSC Registry—provides the operational aspects of the Administrator's functions. NeuStar is the US Common Short Code Registry.
2. Common Short Codes Namespace
| 20000-99999 = 80,000 potential CSCs |
2.1 Reserved Short Codes
2.1.1 Grandfathered Codes
primary point of contact with the Registry will send an email to the Registry identifying the code(s) contributed and the date of contribution. The Registry will store a copy of the correspondence in its records.
2.1.2 Carrier-specific Codes
2.2 Common Short Codes
2.2.1 Random CSCs
2.2.2 Selected CSCs
3. Common Short Code Users
3.1 Applicant Account Set-up
3.2 Registrants
3.3 Carriers
4. Common Short Code Application Process
4.1 Application Submission
4.2 Registry Review
4.3 CSC Addressing File
4.4 Carrier Implementation Status
4.5 CSC Expiration
4.6 Modify Existing Registrations
4.7 Opt-in / Spam Protection
might be offered by the same application or content provider. A registrant may use the opt-in database created by one campaign for future campaigns, but first must obtain approval on a carrier-by-carrier basis for each new campaign.
4.8 Monitoring Applicant and Registrant Behavior
5. Common Short Code Address Database
5.1 Overview of Address Database
gateway to route that specific CSC to port 15. This process is repeated in each gateway. This process is repeated each time a new CSC is activated.
5.2 Carrier Requirements
5.3 Query and Response Formats
5.3.1 Query Format
CSC. Address Database Domain. Top Level Domain
59876. cscregistry. biz
5.3.2 Response Format
6. Common Short Code Customer Care
6.1 Registry User Customer Care
6.2 Public Website
ATTACHMENT 1 TO GUIDELINES
[SEE EXHIBIT E-1 BELOW]
ATTACHMENT 2 TO THE ASSIGNMENT GUIDELINES
[PAGE LEFT INTENTIONALLY BLANK]
[Graphic omitted: Diagram of process flow for setting up an applicant account.]
[Graphic omitted: Diagram of process flow for contributing reserved short code.]
[Graphic omitted: Diagram of CSC application process flow.]
[Graphic omitted: Diagram of CSC expiration process flow.]
ATTACHMENT 3 TO THE ASSIGNMENT GUIDELINES
Applicant / Registrant Work Item List
| Application ID |
CSC(s) |
Application Status |
Action |
Due Date |
||||
|---|---|---|---|---|---|---|---|---|
| ZZZZ | NZZZZ | Rejected for Resubmission | Resubmit | MM/DD/YYYY | ||||
| ZZZZ | NZZZZ | Rejected | N/A | MM/DD/YYYY | ||||
| ZZZZ | NZZZZ | Approved | N/A | MM/DD/YYYY | ||||
| ZZZZ | NZZZZ | Expired | Renew | MM/DD/YYYY | ||||
| ZZZZ | NZZZZ | Expiring | Renew | MM/DD/YYYY | ||||
| ZZZZ | NZZZZ | Pending Review | N/A | MM/DD/YYYY |
NOTES:
Application ID—A unique identifier for each application. Applications can be searched by either the Application ID number or the CSC number.
Rejected for Resubmission—Registry has rejected the application and provided a description of why it was rejected
Rejected—Registry rejected the application
Approved—Registry has approved the application
Expired—Code has expired and is now in the 90 day aging/grace period. After 90 days it will be returned to the pool of available CSCs if the registration is not renewed.
Expiring—Once the code has 30 days to expiration it will be placed on the Registrant's work item list to remind them to renew the term.
Pending Review—The Applicant has submitted an application and it is pending review by the registry.
Carrier Work Item List
| Application ID |
Expiration Date |
CSC(s) |
CSC Status |
Carrier Status |
Program Date |
|||||
|---|---|---|---|---|---|---|---|---|---|---|
| ZZZZ | MM/DD/YYYY | NZZZZ | Expired | Opt-in | Start: MM/DD/YYYY End: MM/DD/YYYY |
|||||
| ZZZZ | MM/DD/YYYY | NZZZZ | Expiring | Opt-out | Start: MM/DD/YYYY End: MM/DD/YYYY |
|||||
| ZZZZ | MM/DD/YYYY | NZZZZ | Approved | No Reply | Start: MM/DD/YYYY End: MM/DD/YYYY |
NOTES:
Carrier Status—This will display whether the Carrier has registered its status with regard to Opt-in, Opt-out, or No Reply.
Registry Work Item List
| Application ID |
CSC(s) |
Submitted Date |
CSC Status |
Application Type |
Due Date |
|||||
|---|---|---|---|---|---|---|---|---|---|---|
| ZZZZ | NZZZZ | MM/DD/YYYY | Pending Review | New | MM/DD/YYYY | |||||
| ZZZZ | NZZZZ | MM/DD/YYYY | Pending Payment | Resubmit | MM/DD/YYYY | |||||
| ZZZZ | NZZZZ | MM/DD/YYYY | Pending Payment | Renew | MM/DD/YYYY |
NOTES:
Pending Review—Indicates that this is a new application that the Registry must review.
Pending Payment—Indicates that this is an approved application that is awaiting payment from the Applicant.
ATTACHMENT 4 TO THE ASSIGNMENT GUIDELINES
[SEE NEXT PAGE, THIS PAGE INTENTIONALLY BLANK]
[Graphic omitted: Diagram of CSC functional roles.]
SCHEDULE 1 TO EXHIBIT E
OF THE
COMMON SHORT CODE ADMINISTRATION AGREEMENT
Application Form
| 1. | Application Type: | ||
New o Renew Existing Registration o |
|||
2. |
Applicant details: |
||
Contact Name: |
Phone Number 1: |
||
| Company name: | Phone Number 2: | ||
| Street Address: | Email Address: | ||
| City: | |||
| State: | |||
| Zip Code: | |||
The Applicant is requesting the CSC(s) on behalf of the following Content Provider: |
|||
3. |
Content Provider details: |
||
A content provider is the entity that owns or has the right to content and licenses such content to the application provider/connection aggregator for delivery to the end user. |
|||
Contact Name: |
Company Name: |
||
| Email Address: | Phone Number: | ||
Same as Applicant o |
|||
4. |
Application Provider details: |
||
An application provider delivers the technology platform for programs that utilize CSCs |
|||
Contact Name: |
Company Name: |
||
| Email Address: | Phone Number: | ||
Same as Applicant o |
|||
5. |
Connection Aggregator Details: |
||
A connection aggregator may provide connectivity between carrier networks and application providers/content providers |
|||
Contact Name: |
Company Name: |
||
| Email Address: | Phone Number: | ||
Same as Applicant o |
|||
6. |
Accepted Payment Methods: |
||
Credit Card o Check o Electronic Funds Transfer o |
|||
The CSC Registry will contact the Applicant directly after approving the application to arrange payment. If the Applicant would like to accelerate the payment process they may call the Registry at 1-866-623-2272 |
|||
7. |
Term: |
||
3 months o 6 months o 12 months o |
|||
8. |
Requested CSCs: (please check one) |
||
Random o Quantity Each Random CSC is leased for (insert price) |
|||
Selected o Quantity Each Selected CSC is leased for (insert price) |
|||
The Registry must receive payment before a CSC is registered to the Applicant. |
|||
The Registry must receive payment before a Random CSC is identified. |
|||
Selected CSC (filled out by applicant) or |
|||
Random CSC (filled out by CSC Registry after application approval): |
|||
1: |
11: |
||
| 2: | 12: | ||
| 3: | 13: | ||
| 4: | 14: | ||
| 5: | 15: | ||
| 6: | 16: | ||
| 7: | 17: | ||
| 8: | 18: | ||
| 9: | 19: | ||
| 10: | 20: | ||
9. |
What is the application type? (please check all that apply) |
||
iTV o iRadio o In venue o Ring tones/graphics o Contest o Print/Outdoor o |
|||
Consumer packaging o Movie promo o Info alerts o Coupons/advertising o Chat o |
|||
mCommerce o Other o |
|||
10. |
Anticipated program duration: |
||
Proposed Start date: Proposed End date: N/A (ongoing): |
|||
NOTE: Short code program cannot be initiated before the Proposed Start date stated here. |
|||
11. |
Time of Day / Day of Week |
||
| Will the program be offered during a specific day of week/time of day? Yes o No o | |||
If so describe the day of week/time of day: |
|||
12. |
Time of Day / Day of Week Restrictions |
||
Does the program have any day of week/time of day restrictions planned? Yes o No o |
|||
(i.e. run only at specific hours or on specific days) |
|||
If so describe the restrictions: |
|||
13. |
Is this a national campaign? o Yes o No |
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If it is not, please describe the region(s) for the campaign: |
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| 14. | How will the application(s) be promoted/marketed (vehicles/frequency/impressions)? | ||
| TV: | o | Air dates and times: | National: | o | Local: | o | ||
Radio: |
o |
Air dates and times: |
National: |
o |
Local: |
o |
||
Print: |
o |
Date live: |
National: |
o |
Local: |
o |
||
Newspaper: o Magazine: o Collateral: o Packaging: o Other |
||||||||
Outdoor: |
o |
Date live: |
National: |
o |
Local: |
o |
||
POS: |
o |
Date live: |
National: |
o |
Local: |
o |
||
Web: |
o |
Date live: |
National: |
o |
Local: |
o |
||
15. |
Will traffic associated with the program be: |
|||||||
Constant o or, Subject to Spikes o |
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If it will be subject to spikes (i.e., high volumes for a short duration of time) please describe: |
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16. |
Provide estimated traffic volumes: |
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What are the specific assumptions associated with the estimated traffic volumes: |
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17. |
Describe the Application associated with the CSC. Please describe the step-by-step interaction with the user.: |
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18. |
Message Rates: (please check all that apply) |
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Premium o Non-premium o Free o |
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19. |
How do consumers get help? |
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20. |
Provide website URL for consumer information: (optional) |
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21. |
Provide toll free customer care number for consumer information: (optional) |
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22. |
Provide short description of the program that wireless carriers can inform their end users: (optional) |
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EXHIBIT F TO THE
COMMON SHORT CODE AGREEMENT
Code of Conduct
Registry will, at all times, operate as a trusted third-party provider of CSC administration and routing services. In order to ensure that all carriers, as well as application and content providers, receive equivalent access to CSC Services and to support fair competition, Registry will follow the below Code of Conduct.
EXHIBIT G TO THE
COMMON SHORT CODE ADMINISTRATION AGREEMENT
Service Level
| SLA# |
SLA Category |
SLA Definition |
Service Commitment Level |
Performance Credit |
||||
|---|---|---|---|---|---|---|---|---|
| SLA-1 | CSC Registry Website Availability |
CSC Registry Website Availability is defined as the time, in minutes, that the Website is responding to CSC Service Users, measured on calendar quarters. The Website is unavailable when it is unavailable to all Users, that is, when no User can initiate a session with or receive a response from the Website ("Unavailability"). The "Unavailability" does NOT include the "Planned Maintenance" downtime as defined under SLA-3 and SLA-4. | 99.999% | 16 to 60 minutes below the committed level — $1,000 More than 60 minutes below the committed level — $3,000 |
||||
SLA-2 |
CSC Registry Database Availability |
CSC Registry Database Availability is defined as the time, in minutes, that the Database is responding to CSC Service Users, measured on calendar quarters. The Database is unavailable when it is unavailable to all Users, that is, when no User can receive a response from the Database ("Unavailability"). The "Unavailability" does NOT include the "Planned Maintenance" downtime as defined under SLA-3 and SLA-4. |
99.9% |
16 to 60 minutes below the committed level — $1,000 More than 60 minutes below the committed level — $3,000 |
||||
SLA-3 |
Regular Planned Maintenance |
Regular Planned Maintenance is scheduled downtime outside of Business Hours that is required to perform maintenance to ensure a high level of service. The Duration of the Maintenance defines the maximum allowable time, in hours, that is allowed to take the CSC Registry Services out of service for regular maintenance, measured on calendar months. The Maintenance is planned in advance and the CSC Service User Community must be notified ahead of time. |
8 hours per calendar month with at least 3 Business Days of advance notice |
Not meeting the committed levels counts as downtime against applicable Availability as defined in SLA-1 and SLA-2 |
||||
SLA-4 |
Extended Planned Maintenance |
In some cases such as software upgrades and platform replacements an extended maintenance downtime is required outside of Business Hours. Extended Planned Maintenance will be less frequent than regular ones but their duration will be longer. The Duration of the Maintenance defines the maximum allowable time, in hours, that is allowed to take the CSC Registry Services out of service for extended maintenance, measured on calendar quarters. The Maintenance is planned in advance and the CSC Service User Community must be notified ahead of time. |
18 hours per calendar quarter with at least 10 Business Days of advance notice |
Not meeting the committed levels counts as downtime against applicable Availability as defined in SLA-1 and SLA-2. |
||||
SLA-5 |
Application Confirmation |
CSC Registry's responsiveness to CSC Registrants to confirm receipt of their Application, measured on calendar quarters. The response time is defined as the duration between the time the CSC Registry receives an Application submitted by a Registrant to the time the CSC Registry sends out an electronic confirmation to the Registrant for that Application. |
99% within 60 minutes |
$50 per missed confirmation below the committed level, up to $500 |
||||
SLA-6 |
Carrier Notification |
CSC Registry's timeliness to process the Applications and notify Carriers, measured on calendar quarters. The response time is defined as the duration between the time the CSC Registry approves the CSC lease (i.e.: approves a completed Application and collects full payment from the Registrant) to the time the CSC Registry sends out electronic notifications to all participating Carriers regarding that Application. |
99% within 1 Business Days |
$100 per missed notification below the committed level, up to $1,000 |
||||
SLA-7 |
Customer Support Calls during Business Hours |
CSC Registry Customer Care Help Desk's responsiveness to calls from CSC Service Users during Business Hours, measured on calendar quarters. The response time is defined as the duration between the time the Help Desk receives a call and the time a customer rep answers the phone or calls the caller back. |
95% within 2 Business Hours |
$50 per missed call below the committed level, up to $500 |
||||
SLA-8 |
Customer Support Calls outside of Business Hours |
CSC Registry Customer Care Help Desk's responsiveness to calls from CSC Service Users outside of Business Hours, measured on calendar quarters. The response time is defined as the duration between the time the Help Desk receives a call and the time a customer rep answers the phone or calls the caller back. |
95% within next Business Day |
$50 per missed call below the committed level, up to $500 |
||||
SLA-9 |
Email Inquiries |
CSC Registry Customer Care Help Desk's responsiveness to email inquiries sent from CSC Service Users during Business Hours, measured on calendar quarters. The response time is defined as the duration between the time the Help Desk receives an email and the time a response email is sent out to the sender. |
90% within 2 Business Hours |
$50 per missed response below the committed level, up to $500 |
Notes:
EXHIBIT H TO THE
COMMON SHORT CODE ADMINISTRATION AGREEMENT
Reports
The Following Reports shall be made available to CTIA and participating Carriers. Such reports shall be updated weekly:
In addition, Registry may make available customized reports to CTIA and participating Carriers as the Parties mutually agree.
FIRST AMENDMENT TO
COMMON SHORT CODE LICENSE AGREEMENT
This First Amendment ("First Amendment"), to the Common Short Code License Agreement, dated as of the day of October, 2004 between NeuStar, Inc., a Delaware corporation, with offices located at 46000 Center Oak Plaza, Building X, Sterling, VA 20166 ("NeuStar") and the Cellular Telecommunications and Internet Association ("CTIA"), a District of Columbia non-profit corporation, located at 1400 16th Street, NW, Suite 600, Washington, DC 20036.
WHEREAS, NeuStar entered into a Common Short Code License Agreement with the CTIA ("License Agreement") dated October 17, 2003 to develop and maintain a database of common short codes, to process common short code applications and assign common short codes to applicants and to engage in other Registry Services on behalf of members of the wireless industry;
WHEREAS, NeuStar and CTIA now desire to temporarily amend certain terms of the License Agreement to modify the pricing provisions contained within the License during a common short code promotion to last from October 20, 2004 through January 20, 2005 ("Promotion Term").
NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, receipt of which is hereby acknowledged, the parties agree as follows:
I. Terms used in this Amendment and not otherwise defined shall have the same meaning set forth in the License Agreement.
II. The Parties agree to modify the Registry Fees set forth in Exhibit C-1 of the License Agreement for twelve (12) month registrations of both "Vanity" and "Random" CSCs registered during the Promotion Term as follows:
(a) Random CSC = $375 per month per CSC
(b) Selected CSC = $750 per month per CSC
III. In addition, for each new CSC registered (and paid for) during the Promotion Term, each Registrant shall receive an additional month added to the term of the registration, at no charge to the Registrant. For example, if a Registrant registers a CSC for a three (3) month term, the Registrant shall pay three (3) months Registry Fees (at the discounted rate above) and receive a fourth (4th) month at no charge to the Registrant.
IV. The Parties agree to delete Subsection 6.3.5 in its entirety and replace with the following language:
6.3.5 Carrier Reserved CSCs. In addition to the Grandfathered CSCs as set forth in Section 6.3.2 above, Carriers may request, after the Commencement of Service Date, CSCs that are otherwise available, to be removed from the general pool of registration. Carriers may return Carrier Reserved CSCs to the available pool of CSCs at any time. Carriers may use Carrier Reserved CSCs within the pool of CSCs utilized through the CTIA for the purpose of conducting their own promotions and campaigns and may offer access to other carriers of such codes to further such promotions and campaigns; provided however, that nothing under this subsection is intended to allow carriers to reserve CSCs for third party sponsored campaigns or promotions.
V. Except as specifically modified by this First Amendment, the terms and conditions of the License Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed as of the date first written above.
| NEUSTAR, INC | CTIA | |||
By: |
Name: Title: Date: |
By: |
Name: Title: Date: |
|
| This ‘S-1/A’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 6/28/05 | 3, S-1/A | ||
| 1/20/05 | ||||
| 10/20/04 | ||||
| 10/21/03 | ||||
| 10/17/03 | ||||
| 10/16/03 | ||||
| 10/28/98 | ||||
| List all Filings | ||||