Exhibit 3
Fraud Policy
Definitions
“Authenticatable” or “Authentication” refers to Equipment that meets published CTIA guidelines for random A-Key authentication as
such guidelines may be amended from time to time.
“Brownout” shall mean the temporary blocking of automatic Roaming in a particular portion of the Territory or, with respect to a
Roaming Carrier, in that Carrier’s MSA, RSA, BTA or MTA.
“Corrective Action” refers to the following actions to be taken (by either Reseller or, pursuant to Section 1.4 or 3.3 of this Exhibit,
Company) with respect to an MDN (or, if applicable, SIM) on which Fraudulent Usage is suspected or has been detected, including, but
not limited to, investigating each occurrence, changing the MDN/Equipment ID or MDN/SIM combination, removing Roaming capability
and disconnecting or suspending the MDN or SIM.
1.
2.
GENERAL
1.1
Company, in its sole discretion, upon written notice to Reseller, may amend this Fraud Policy at any time.
1.2
With respect to this Fraud Policy, each of Company and Reseller shall designate in writing their respective single points of
contact (the “Contact(s)”) to expedite the respective functions described in this Fraud Policy. Such Contacts may be
changed at any time upon prior written notice to the other party. Reseller shall be responsible for establishing and
maintaining its own fraud management capability.
1.3
Reseller acknowledges that Company may become aware of suspected Fraudulent Usage occurring in connection with an
MDN (and/or, if applicable, SIM) and Company will use commercially reasonable efforts to notify Reseller promptly of such
suspicions. Reseller shall analyze, investigate and take Corrective Action to resolve and prevent further Fraudulent Usage
from occurring, pursuant to this Fraud Policy.
1.4
Without limiting the foregoing, if Company suspects or detects Fraudulent Usage, Company may, in its sole discretion but is
under no obligation to do so, take Corrective Action as may be necessary to mitigate the Fraudulent Usage. Company shall
use reasonable commercial efforts to promptly notify Reseller following such Corrective Action taken by Company.
1.5
COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES, EITHER EXPRESSED OR IMPLIED, CONCERNING
THE FRAUD DETECTION PURSUANT TO THIS FRAUD POLICY AND/OR PURSUANT TO COMPANY’S OTHER FRAUD
DETECTION PROGRAMS (IF ANY), INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR USE OR PURPOSE. RESELLER ACKNOWLEDGES THAT COMPANY IS UNDER NO
OBLIGATION TO PROVIDE, UPGRADE, MODIFY OR REPROGRAM ANY FRAUD DETECTION POLICY OR PROGRAM.
RESELLER’S USE OF ANY FRAUD DETECTION POLICY OR PROGRAM IS AT ITS OWN RISK.
INTENTIONALLY LEFT BLANK
3. FRAUD PREVENTION TOOLS
3.1
Reseller Participation. Reseller shall actively participate and cooperate with Company (and, as directed by Company,
Company Vendors) in the implementation of new and existing Company fraud prevention tools, including, but not limited to,
Authentication, Roaming restrictions, use of personal identification numbers “PIN”) codes and Brownouts.
3.2
Authentication. Company (or, as applicable, a Company Vendor) has implemented Authentication in most of the
Territories. For the Authentication feature to operate, the End User must have Authenticatable Equipment. Reseller shall
install and/or make available to its End Users only Authenticatable Equipment in accordance with Section 5.4 of this
Agreement. Reseller shall ensure that the Equipment complies with Company (or, as specified by Company, Company
Vendor) policies for Authentication, which include, but are not limited to, i) delivery of Equipment ID/random A-key
information directly to Company (or, as specified by Company, a Company Vendor) from the manufacturer of the Equipment
prior to any request for activation of the associated Equipment, ii) complying with Company (or, as applicable, Company
Vendor) provided EDI procedures, iii) perform a test call exceeding thirty (30) seconds in duration following the activation of
CMRS and/or Data Service on a Number, regardless of whether the Equipment is in its assigned home market or Roaming.
3.3
CMRS and/or Data Service Restriction. Company reserves the right to impose any and all restrictions on CMRS and/or
Data Service to prevent the occurrence of Fraudulent Usage. If Company suspects an MDN (or, if applicable, SIM) is being
used in a fraudulent manner by Reseller, an End User or any other Person, Company may, in its sole discretion and without
prior notice, take such action as necessary for the protection of Company Facilities, Systems, CMRS and/or Data Service,
including interrupting or terminating the CMRS and/or Data Service provided to Reseller, an End User or any other Person.
Company shall use reasonable commercial efforts to notify Reseller promptly following such interruption or termination of
the CMRS and/or Data Service.
3.4
Brownouts. Reseller acknowledges that Company, in its sole discretion, may implement a Brownout in its Territories (or
any portion thereof), and may permit a Roaming Carrier to implement a Brownout in such MSA, RSA, MTA or BTA
experiencing Fraudulent Usage.
4. FRAUDULENT USAGE
4.1 RESELLER LIABILITY FOR FRAUDULENT USAGE
4.1.1
Obligation To Prevent and Detect Fraudulent Usage. If Fraudulent Usage occurs or is suspected by Reseller on
an MDN (or, if applicable, SIM), Reseller shall promptly analyze, investigate and take Corrective Action to resolve
and prevent further Fraudulent Usage from occurring. If Reseller fails to take Corrective Action to resolve the
Fraudulent Usage and Company, in its sole discretion, determines that the ongoing Fraudulent Usage adversely
affects Company’s ability to provide CMRS and/or Data Service, Company may take Corrective Action pursuant to
Section 3.3 of this Exhibit.
Reseller shall be financially responsible for all Fraudulent Usage on MDNs or, if applicable, SIMs and Reseller acknowledge it is not
eligible for any credits for Fraudulent Usage, including, but not limited to, Cloning Fraud.
Exhibit 4
Form Letter of Credit
Issue Date:
(Bank Name) (“Bank”)
(Bank Address)
Letter of Credit Number:
Beneficiary
Verizon Long Distance LLC
1320 N Court House Road
Arlington, VA 22201
Applicant
Name:
Address:
(“Applicant”)
Aggregate Amount:
$ (number) U.S. Currency
Expiration Date: At close of business on
[The Expiration Date should be 18 months from the Issue Date.]
(words) U.S. Currency
20 .
We hereby establish and issue our irrevocable Letter of Credit No.
in favor of you, Verizon Long Distance LLC, which is
available by your draft at sight on the Bank, such draft bearing the Letter of Credit number appearing above, in the form annexed hereto
as Schedule A and accompanied by the following written documentation:
1. A Certification purportedly signed by a duly authorized officer stating as follows:
We certify that a breach has occurred under a certain Wholesale Agreement dated
, (the “Agreement”). This certificate is made the
day of ________, 20 , under Letter of
Credit No.
.
2. A copy of this Letter of Credit.
All banking charges related to this Letter of Credit are for the account of the Applicant.
Drawings:
1. All drafts drawn under and in compliance with the terms of this Letter of Credit will be duly honored if drawn and presented for
payment at the Bank’s address set forth above on or before the expiration date of this Letter of Credit.
2. Drawings pursuant to this Letter of Credit may be made during business hours prior to the expiration of this Letter of Credit.
The Bank will honor each drawing hereunder made in compliance with the Letter of Credit in the amount specified in each
draft.
3. Drawings hereunder may be made by overnight delivery, hand delivery or by facsimile to the Bank’s fax number at
. A deposit in the amount of the draft shall be made via wire transfer to the account specified in the draft in
immediately available funds not later than 5:00 pm eastern standard time (“EST”) on the business day on which the
delivery of the draft is made and requisite supporting documents if delivery is made before 2:00 pm EST. If the
delivery is made after 2:00 pm EST, funds will be deposited into the specified account not later than 12:00 pm EST on
the following business day.
4. Multiple and partial drawings are permitted under this Letter of Credit. The Aggregate Amount of this Letter of Credit available
to be drawn shall be reduced by the amount of any such drawing.
5. It is a condition of this Letter that it shall be deemed automatically extended, without amendment, for one year from the
expiration date hereof, or any future expiration date, unless at least ninety (90) but not more than one hundred twenty (120)
days prior to such expiration date, we notify you in writing, by certified mail or courier service, with a copy to Vice President &
Deputy General Counsel, Verizon Global Wholesale, 1320 N. Court House Road, 9th Floor, Arlington, VA 22201, that we elect
not to extend this Letter of Credit for any additional period.
Except as far as otherwise expressly stated herein, this undertaking is issued subject to the International Standby Practices 1998
(ISP98). This Letter of Credit shall be deemed to be made under the laws of the State of New York, and shall as to matters not
governed by the ISP98, be governed and construed in accordance with the local laws of said State without regard to principles of
conflicts of laws.
(Bank Name)
By: _____________________________
Authorized Signature
Schedule A
Draft for Drawing under Letter of Credit Number
Date:
TO:
Time:
(Bank Name)
FROM: Verizon Long Distance LLC
1320 N. Court House Road
Arlington, VA 22201
(Bank Address)
Drawn under Irrevocable Letter of Credit Number:
issued by (Bank Name).
At sight, pursuant to the Irrevocable Letter of Credit, pay to the order of Verizon Long Distance LLC, the amount of
_______________US Dollars (US $
).
Deposit to the following account:
[Account Information]
Verizon Long Distance LLC
By:
Name:
Title:
Exhibit 5
MDN Policy
I. Numbering Resources Management.
1. Company’s goal is to facilitate the availability of numbering resources for Reseller’s use on Company Facilities.
circumstances shall Company be liable for the shortage or unavailability of MDNs.
Under no
1.1 Reseller shall use Company’s Next Available Number (“NAN”) process in connection with Activations and MDN changes.
Provisioning with the automated NAN process occurs on a real-time, as needed, basis, and is intended to enable Reseller to
obtain an MDN for either the Activation or change of an MDN by pulling MDNs from the general pool of available MDNs within
Company’s enterprise MDN inventory system. The automated NAN process is intended to result in high efficiency and high
utilization of numbering resources. The procedures set forth herein cover a standard non-jeopardy environment where there is
no restricted access to MDNs.
1.2 In the event of a de-Activation, the MDN to which the unit of Equipment was paired may be re-Activated with the same unit of
Equipment, provided there was no intervening Activation of such unit of Equipment with a different MDN and it is within
Company’s then-current MDN re-use requirements, which requirements are available to Reseller upon written request to
Company.
2. MDN Forecasting.
2.1 To help facilitate the availability of MDNs for Reseller’s use on Company Facilities, and prior to Reseller’s use of Company’s
NAN process, Reseller shall use the online numbering forecast tool made available by Company for Reseller’s use to generate
rolling 12-month forecasts and shall submit to Company such forecasts on or before the 3 rd day following the close of the
immediately preceding calendar quarter (i.e., on January 3, April 3, July 3, and October 3 of each calendar year). Each
Reseller forecast shall be a reasonable forecast of monthly MDN Activations’ expected future growth and supported by past
growth levels, seasonal fluctuations, and/or Reseller’s reasonably supportable business plans for the next twelve (12) months
beginning with the following quarter. For example, the forecast submitted January 3, 2015 shall forecast numbering resource
requirements by month for the period of April 1, 2015 through March 31, 2016. The reasonableness of Reseller forecasts shall
be determined by Company in its sole discretion.
2.2 In the event Reseller does not provide any forecast, or is otherwise in non-compliance with the requirements set forth herein, in
addition to all other remedies available to Company, Company may in its sole discretion elect to: (i) deny or limit Reseller’s
access to numbering resources, even if resources are generally available, and/or (ii) deny or limit Reseller’s access to its NAN
process and supporting Systems.
2.3 As an accommodation and without any obligation to do so, numbering resource forecast change requests received by
Company at any other time than that set forth in Section 2.1 above (“Supplemental Forecast Request”), will be reviewed by
Company on a case-by-case basis, and Company shall endeavor to accommodate any such Supplemental Forecast Request.
Company’s failure to (i) review and/or approve any such Supplemental Forecast Request(s) or (ii) make available numbering
resources in accordance therewith shall not be a breach of the Agreement.
3. All Numbers used by Reseller will reside in a Company-designated System and/or Facilities database. Reseller acknowledges and
agrees that each Number represents a unit of access to Company Service and that neither Reseller nor an End User shall acquire any
proprietary interest in any specific Number assigned for their use. Reseller acknowledges and agrees that Reseller does not own the
Numbers and that Company reserves the right, upon advanced written notice to Reseller, to assign, designate, or change any such
Number in its discretion, or as required by the applicable numbering authority or other authority, agency, or Person with jurisdiction over
such numbering assignments. Pursuant to applicable law, End Users may acquire a proprietary interest in the MDN.
4. At any time, in the event Company (or, as applicable, a Company Vendor) receives a request from a Person to port an MDN
activated by Reseller, Company (or, as applicable, a Company Vendor) shall provide notice to Reseller of such request, and if Reseller
does not provide a reply by written notice to Company (or, as applicable, to a Company Vendor) regarding such request within two (2)
business days, Reseller shall be deemed to have approved such request and Company (or, as applicable, a Company Vendor) may
process the port request without further notice to Reseller. Notwithstanding the foregoing, after termination or expiration of this
Agreement, Company (or, as applicable, a Company Vendor) may port any request immediately without notice to Reseller and as
determined by Company in its sole discretion.
5. Reseller shall obtain information about MDN “jeopardy” markets.
(www.nanpa.com).
Such information may be obtained at the NANPA website
6. In the event Company is required to meet additional regulatory, state or federal MDN management requirements for MDNs or MDN
utilization thresholds, Company shall use commercially reasonable efforts to notify Reseller of any such requirements; provided,
however, that Company’s failure to notify Reseller shall not exempt Reseller from compliance with such requirements.
II. Area Code Relief. The parties agree to cooperate in good faith to implement any area code relief in a given Territory. Company may
provide notice, if and as available, of any area code relief implementation. If applicable, Reseller shall reprogram the Equipment and
notify affected End Users of any changes in MDNs, as well as notify affected End Users of any dialing pattern changes. Any failure by
Reseller to comply with such obligations may adversely affect Reseller’s ability to provide Company Service or to timely bill End Users,
but Company shall still invoice Reseller, and Reseller shall still be obligated to pay for any Company Service or Roaming used after the
area code relief implementation. Reseller is responsible for obtaining area code relief information from NANPA (www.nanpa.com) or
the applicable state public utility commission website.
Exhibit 6
Intentionally Left Blank
Exhibit 7
Billing API Policy
THIS API POLICY IS CONTINGENT UPON THE PARTIES’ AGREEMENT ON TESTING AND IMPLEMENTATION DATES.
1. DEFINITIONS
The following terms in this Exhibit shall have the following meanings, unless the context clearly requires otherwise:
1.1 “API(s)” means an application program interface provided by Company (or, as applicable, Company Vendor) that enables Reseller
to remotely transmit requests directly to a System to perform API Transactions.
1.2 “API Transactions” means actions enabled for Reseller’s use via Company (or, as applicable, Company Vendor) API(s), including,
but not limited to, Activations, de-Activations, rate plan changes, Suspend, restore, and feature changes with respect to an MDN
assigned by Reseller to an End User and others as may be made available to Reseller as determined by Company. In the event
Company LTE Service is made available for Reseller’s use, API Transactions shall further include SIM pairing changes,
upgrades/downgrades (i.e., to/from EVDO Service and 4G LTE services), rate plan changes and Equipment ID changes with
respect to an MDN or SIM assigned by Reseller to an End User. In the event the Prepaid Platform is made available for Reseller’s
use, API Transactions shall further include account balance query, account replenishment, account decrement with respect to an
MDN Activated on such System.
1.3 “API User” means Reseller or a Person acting on Reseller’s behalf authorized by Company to have access to a System through an
API.
1.4 “API Vendor ID” means the identification number assigned to Reseller by Company for use with an API.
1.5 “Revoked Status” means an API Vendor ID that has been inactive for a period of time, as determined by Company (or, as
applicable, Company Vendor), which is subject to revocation or cancellation by Company (or, as applicable, Company Vendor) in
accordance with Company’s standard practices.
1.6 “Security Administrator” means a Person designated by Reseller as Reseller’s internal resource for API access questions and
issues, and serves as a single point of contact for Company (or, as applicable, Company Vendor) for establishing and maintaining
Reseller's API Vendor ID.
2. RESELLER’S RESPONSIBILITIES
2.1
Scope of Use.
In the event Company (or, as applicable, Company Vendor) makes access available to Reseller to a System through
the use of an API, Reseller shall use such API solely to perform the API Transactions authorized for such System.
2.1.2
Reseller understands and agrees that no API Transactions shall be performed on an MDN or, if applicable, SIM that is
not then-associated with Reseller’s account at the time Company (or, as applicable, Company Vendor) processes the
API Transaction request.
2.1.3
In order to access a Company (or, as applicable, Company Vendor)-designated System through an API, Reseller
must make arrangements for installation and ongoing maintenance and monitoring of connectivity (in compliance with
Company standards and practices, as may be changed from time to time upon notice) of facilities (including, but not
limited to, a T-1 or virtual private network (VPN)) to a System, at its own expense. Reseller is authorized to originate
API Transactions to a Company (or, as applicable, Company Vendor)-designated System only and from only one (1)
unique IP address from Reseller’s facilities to one (1) unique Company-approved IP address, and, if Companyauthorized, to one (1) additional unique Company-provided IP address for the Prepaid Platform..
2.1.4
Reseller is responsible for any and all charges that Reseller incurs internally or through a third party associated with
access through an API, including, but not limited to, Internet access fees, hardware, software, development fees,
license fees, and telecommunications charges.
2.1.5
Reseller shall not use an API for any purpose other than as authorized by Company (or, as applicable, Company
Vendor), including, but not limited to, to gain access to, copy, read, or otherwise review information that may be
available on a System to which Reseller has not been given express permission to have access to, copy, read or
otherwise review under this Agreement.
2.1.5.1 Once implementation of the API has occurred, Reseller shall not access, perform API Transactions or test
connectivity to any non-designated Company servers including, but not limited to, the Company test server.
2.1.6
Reseller is solely responsible for any and all API Transactions performed using an API. Reseller shall not seek and
Company will not issue, if applicable, any credit for charges that result from Reseller’s errors that occur in connection
with use of the API by the API Vendor ID assigned to Reseller.
2.1.7
At no time may Reseller permit, assign, or extend access to the API to any Person or third party without the prior
written consent of Company.
2.1.1
2.1.7.1 If any Service Provider is pre-approved, in writing, to specifically use the API, this Policy shall apply to such
approved Service Provider. All responsibilities of Reseller shall apply to such Service Provider and Reseller shall
be fully responsible for the acts and omissions of such Service Provider. Any acts and omissions performed by
such Service Provider shall be deemed to have been performed by Reseller.
2.1.7.2 Reseller shall be responsible for monitoring each Service Provider’s use of an API and the System to ensure that
each such Service Provider is not misusing the API or the System in any way. Reseller shall provide all Service
Provider support for the API and the System, including but not limited to, troubleshooting and resolution for API
or System access issues.
2.1.7.3 Service Provider’s access to an API and/or the System, which access shall be strictly limited to submission of
API Transactions, shall be implemented by Reseller in a manner limits such Service Provider access to
Company (or, as applicable, Company Vendor)-designated System through Reseller’s connectivity facilities
between Reseller and Company (or, as applicable, Company Vendor).
2.1.8
All costs and expenses incurred by either party in correcting any problems of the parties and third party System users
that occur as a result of Reseller accessing the API in violation of this policy shall be borne fully by Reseller.
2.2
Security Administrator. Reseller shall designate a Security Administrator as Reseller’s internal resource for API access
questions and issues, and to serve as a single point of contact for Company (or, as applicable, Company Vendor) for training
and establishing and maintaining Reseller's API Vendor ID.
2.3
Security.
2.3.1
Reseller shall be solely responsible for users of Reseller's system that results in API Transactions being sent through
an API. Reseller’s Security Administrator shall establish the hours of access and available API Transactions for each
such user.
2.3.2
Reseller is solely responsible for any and all transactions and usage associated with the API Vendor ID that
Company (or, as applicable, Company Vendor) assigns to Reseller.
2.3.3
API Users shall solely access an API through the method required by Company (or, as applicable, Company Vendor).
2.3.4
Reseller shall designate API Users that are authorized to send API Transactions through the API. Reseller shall limit
access to the API to such API Users by use of user local area network IDs and by loading Reseller’s access point to
the API only on computers of such users. Reseller shall immediately remove Reseller user IDs for API Users that
leave Reseller's employment or otherwise no longer need access to or use of the API as part of his/her job
responsibilities in Reseller's business.
2.3.5
Notwithstanding any of the foregoing, Reseller shall be responsible for taking all reasonable and prudent steps in
order to ensure the security of Reseller’s access to the API, including, but not limited to, the security of physical
access to computer terminals that are used to access the API and establishing user ids and passwords to such
workstations.
2.3.5.1 Reseller warrants that it shall not transmit or allow transmission by other third parties using its systems of
"Unauthorized Code" to Systems. As used in this API Policy, “Unauthorized Code” means any virus, Trojan
horse, worm, or any other software routines or hardware components designed to permit unauthorized access to
disable, erase, or otherwise harm software, hardware, or data or to perform any other such actions.
2.3.5.2 Reseller computers, networks, or applications will not be installed in such a way as to compromise the security of
an existing network.
2.3.5.3 A Reseller computer connected to a network will not present an unsecured pathway between one network and
another.
2.3.5.4 Reseller networks will be designed and administered in such a way that the failure of any attached element will
not leave the entire Reseller and Company (or, as applicable, Company Vendor) IT networks exposed to
unauthorized access.
2.3.5.5 Reseller shall implement integrity controls to prevent unauthorized disclosure or modification of data during
transit, storage or processing.
2.3.5.6 Reseller computers or systems that can access Systems will not be accessible by any means from the public
Internet or any other third party systems.
2.3.5.7 Reseller is solely responsible for ensuring that all of its systems, including, but not limited to desktops, that are
used with Company’s (or, as applicable, Company Vendor’s) VPN and/or all Reseller systems that have access
to the direct connectivity to Company, have the most updated operating system security patches installed within
such desktops and/or systems. When any new security vulnerability is announced, whether by Company(or, as
applicable, Company Vendor) or any other third party, that affects the computer operating system or application
software, Reseller shall install the security patch or fix. Company (or, as applicable, Company Vendor) may notify
Reseller of certain patches or fixes and specify timeframes for implementation of such patches or fixes. In such
cases, Reseller shall install such security patches or fixes within the timeframe specified by Company (or, as
applicable, Company Vendor). Company (or, as applicable, Company Vendor) retains the right to terminate all
access to Systems upon notice if Reseller has not complied or cannot comply with such requirement.
2.3.5.8 Any authentication information stored in cookies on Reseller’s systems shall be encrypted at the highest level
possible, preferably secure sockets layer.
2.3.6
Reseller shall be solely responsible for any Fraudulent Usage caused by use of an API or any fraudulent or
unauthorized use of an API. Reseller shall comply in all respects with Company’s (or, as applicable, Company
Vendor’s) security policy, which Company (or, as applicable, Company Vendor) shall have the right, upon thirty (30)
days’ notice to Reseller, to revise in its sole discretion.
2.3.6.1 Reseller shall secure its use of the API and shall implement all appropriate security tools and processes to
protect itself against theft and unauthorized API Transactions from being sent to Company (or, as applicable,
Company Vendor) using the API.
2.3.7
Reseller represents and warrants that it shall render all media storage devices totally unreadable before being
discarded, sold, donated or otherwise disposed. Specifically, all Company (or, as applicable, Company Vendor) files
must be deleted and written over so as to prevent any unauthorized disclosure of information.
2.4 Training. Reseller shall be responsible for training its software code developers/programmers or its designated personnel
(including Service Providers) in the appropriate use of the API and the terms and conditions of such usage.
2.5 Equipment. Reseller shall be solely responsible for obtaining equipment compatible with the API. For each desktop or
workstation used to access the API, Reseller must provide security and a firewall between the local area network connecting
such desktops or workstations and any interconnection points that access the public Internet.
2.6 Reseller API Transaction Workflow. Prior to Reseller transmitting any API Transactions to Company (or, as applicable,
Company Vendor), Reseller shall provide Company (or, as applicable, Company Vendor) with accurate and current technical
documentation for Company’s (or, as applicable, Company Vendor’s) review and written approval, describing the processes it
will utilize to process and submit API Transactions, including, but not limited to, a technical description of its interfaces to a
System using the API to transmit API Transactions, and the transaction request sequences used within Reseller’s processes.
Once approved by Company (or, as applicable, Company Vendor), Reseller shall submit any proposed changes to the
Reseller provided process to Company (or, as applicable, Company Vendor) for review and approval prior to implementation.
Such documentation shall be considered Reseller’s Confidential Information in accordance with the Agreement. Required
documentation shall include, but not be limited to, API process flows for both Reseller End User initiated transactions and
Reseller supported processes (including, but not limited to, batch/bulk processes), time of day transaction triggers and other
work flows that may trigger an API Transaction to be transmitted to Company (or, as applicable, Company Vendor) by
Reseller. Reseller shall promptly provide Company (or, as applicable, Company Vendor) with additional documentation as it
becomes available to Reseller, or as otherwise requested by Company (or, as applicable, Company Vendor). Reseller
acknowledges that failure to provide such technical documentation may impair or limit Company’s (or, as applicable, Company
Vendor’s) ability to support Reseller submitted API Transactions.
2.7 API Transaction Volume. Reseller shall comply with Company (or, as applicable, Company Vendor) specifications and
restrictions on the use of an API, including but not limited to, API Transaction throughput rate as communicated by Company
(or, as applicable, Company Vendor) to Reseller, which may be changed from time to time with prior notice to Reseller.
Reseller shall ensure that specific to Reseller’s API Transaction volume (regardless of the origination of such API requests,
including, but not limited to, batch mode, individual End User requests or any combination thereof), Reseller shall not exceed
400 API Transactions per minute. Company may, at any time, upon thirty (30) days written notice, adjust the restricted
transaction volume limit. Company reserves the right to monitor the volume of the API Transactions transmitted by Reseller
and to control the rate at which such transactions are processed by Company to ensure Reseller's compliance to such
Company-designated transaction throughput rate. In the event that Reseller exceeds the Company-designated API
Transaction throughput rate, Company reserves the right to suspend and/or terminate Reseller’s access to the System through
the APIs with notice, unless exigent circumstances require immediate action, until such time as Reseller has successfully
implemented, as demonstrated to Company’s satisfaction, Systematic controls to limit its API Transaction volume to the
Company specified rate.
2.8 Forecast of API Transactions. Reseller shall provide to Company a forecast of API Transaction volumes on or before the 1st
business day of each quarter (January, April, July, October) and otherwise in accordance with Company’s instructions of this
Exhibit. If Reseller has been authorized to have access to the Prepaid Platform in addition to Company’s RSSx System,
Reseller shall submit separate forecasts for each System. Each forecast shall include a reasonable forecast of future growth,
supported by past growth levels, for the next twelve (12) months. Company makes no promises or guarantees that it can
support the volumes as provided by Reseller in its forecast. Further, Company makes no promises that it will enhance or
increase the capacity of any system to support such Reseller provided forecasts.
2.8.1
2.8.2
To the extent Reseller does not provide a forecast, or if the forecast provided is incomplete, materially inaccurate or
delayed, it may cause a suspension or delay in the processing of API Transactions submitted by Reseller. Company
(and, as applicable, Company Vendor) shall have no liability for capacity limitations of the Systems.
In the event that Company, at its sole discretion, implements enhancements to its Systems to support the API
Transaction volumes as forecast by Reseller and such volumes do not occur within the timeframe as described in
such forecast, Reseller acknowledges and agrees to be liable for all of Company’s (or, as applicable, Company
Vendor’s) third party costs incurred by Company (or, as applicable, Company Vendor) in connection with such
enhancements.
3. LIMITATIONS
3.1
Modification. Company (or, as applicable, Company Vendor) may, at any time, upon thirty (30) days written notice, modify the
programming, functionality, or any other aspect of its API. In addition, upon thirty (30) days written notice, Company (or, as
applicable, Company Vendor) may modify the terms and conditions for the access to Company’s (or, as applicable,
Company’s Vendor) System through use of an API by Reseller.
3.2
SYSTEM PERFORMANCE. COMPANY MAKES NO REPRESENTATIONS, WARRANTIES, GUARANTEES, OR
PROMISES, AND ASSUMES NO RESPONSIBILITIES, AS TO THE QUALITY, RELIABILITY, AVAILABILITY, OR
PERFORMANCE OF ANY API. RESELLER ACKNOWLEDGES THAT COMPANY (OR, AS APPLICABLE, COMPANY
VENDOR) IS UNDER NO OBLIGATION TO PROVIDE, UPGRADE, MODIFY, OR REPROGRAM ANY API. RESELLER’S
USE OF AN API IS AT ITS OWN RISK. IN ADDITION, COMPANY (OR, AS APPLICABLE, COMPANY VENDOR) MAKES
NO REPRESENTATIONS, WARRANTIES, GUARANTEES, OR PROMISES, AND ASSUMES NO RESPONSIBILITIES,
THAT AN API IS, WILL BE OR CAN BE MADE TO BE, IN ANY RESPECT, COMPATIBLE WITH RESELLER’S SYSTEM.
4. AUDITS/MAINTENANCE
4.1
Audits. Internal audits of API Transactions shall be performed by Company. Company reserves the right to review accounts
associated with use of an API by Reseller and to revoke access to Company Systems without prior notice, if API Transactions
are determined by Company, in its sole discretion, to be unauthorized or unsanctioned or if Fraudulent Usage occurs.
4.2
Usage of API Vendor IDs. Reseller’s API Vendor ID will be regularly reviewed by Company. Revocation of the Reseller's API
Vendor ID will occur after determining the API Vendor ID has not been active for a period to be defined by Company, currently
thirty (30) days. Deletion of the API Vendor ID will occur in accordance with Company’s (or, as applicable, Company
Vendor’s) standard practices. Reseller's API Vendor ID in Revoked Status can be reactivated by Reseller contacting
Company (or, as applicable, Company Vendor). Reseller's API Vendor ID in Revoked Status that is not reactivated within sixty
(60) days will be deleted in accordance with Company’s (or, as applicable, Company Vendor’s) standard practices.
4.3
Inspection. API Transactions conducted on any System by API Users may be subject to inspection by Company (or, as
applicable, Company Vendor) without notice, for purposes of maintaining the integrity of the API.
4.4
Availability. Reseller acknowledges that the API shall only be available during standard Company business hours, as solely
defined by Company. Such hours are currently from 7:00 a.m. to 12:00 a.m. Eastern Time, Monday through Sunday (the “API
Availability Time”). Company (or, as applicable, Company Vendor) reserves the right to change the API Availability Time upon
notice to Reseller. In the event Reseller attempts to use an API outside of the API Availability Time and is unable to do so for
any reason or is unable to access any System through an API during such period for any reason, Reseller shall not seek and
Company (or, as applicable, Company Vendor) shall be under no obligation to provide assistance with the use of such API or
the use of or to gain access to any System through the use of an API during such period.
4.5
Maintenance/Outages. Reseller acknowledges and agrees that its access to a System for the purpose of performing API
Transactions is limited to the availability hours, as determined by Company (or, as applicable, Company Vendor), of such
System. Reseller also acknowledges and agrees that System(s) will periodically be unavailable due to, for example, outages,
maintenance and/or upgrades. In the event that a System required to perform API Transactions is unavailable to Reseller for
a period of eight (8) consecutive hours or more within its scheduled availability hours due to Company (or, as applicable,
Company Vendor) maintenance or upgrades, Company (or, as applicable, Company Vendor) shall perform API Transactions
for Reseller without charge during normal Company business hours; provided, however, that Company (or, as applicable,
Company Vendor) shall not be required to perform API Transactions if it is unable to do so due to outages or maintenance or
upgrades to its Facilities or Systems.
5. POLICY VIOLATIONS
5.1
Policy violations include, but are not limited to, the following:
5.1.1
5.1.2
5.1.3
Use of Reseller’s access to a System and/or the APIs to gain, or attempt to gain, unauthorized access to any
computer network, Intranet, or any other computer-based system or network whatsoever of Company (or, as
applicable, Company Vendor).
Use of the API in such a manner that is inconsistent with this API Policy (including, but not limited to, the introduction
into System or any other network or system that may be accessed through the connectivity established between the
parties, of any virus, Trojan horse, worm, or any other software routines or hardware components designed to permit
unauthorized access to disable, erase, or otherwise harm software, hardware, or data or to perform any other such
actions) that in Company’s sole discretion, has adversely affected, or may adversely affect, the use of an API or other
systems by others or Company’s (or, as applicable, Company Vendor’s) business operations.
Any activity that interferes with the operations of a System or any other network or system that may be accessed
through an API or the connectivity established between the parties.
5.2
In the event of a Policy violation, the breach and termination provisions of this Agreement shall apply.
5.3
In addition to Company’s right under the breach and termination provisions of this Agreement, in the event of a violation of this
API Policy, Company (or, as applicable, Company Vendor) may, during the applicable cure period, permanently or temporarily
disconnect Reseller’s access to and use of the API and access to and use of the Remote System upon one (1) day written
notice, unless Company, in its sole discretion, determines that exigent circumstances require Company’s (or, as applicable,
Company Vendor’s) immediate action.
5.4
In the event Reseller’s access to a System through an API is disconnected, Reseller may request, in writing, Company’s
assistance in performing API Transactions. Company, may in its sole discretion, make this service available in accordance
with an executed agreement evidencing the negotiated rates and terms and conditions applicable to such services.
[Rest of page intentionally left blank]
Exhibit 8
Intentionally Left Blank
Exhibit 9
SMS Policy
1. Definitions.
The capitalized terms in this Exhibit shall have the following meanings:
“Advanced Messaging Gateway” or “AMG” means the router(s) to which Reseller via SMS Aggregator will transmit Data via the
Connection for purposes of having SMS Messages generated and sent over the Company Service to the MDNs assigned to Reseller by
Company (or, as applicable, Company Vendor).
“Bulk SMS Message” shall mean any SMS Message sent to twenty-five (25) percent or more of the MDNs assigned to Reseller by
Company (or, as applicable, Company Vendor), or SMS Messages sent at a rate of more than five (5) messages per second (“MPS”)
through the AMG.
“Connection” or “Connected” shall mean the connection between Company (or, as applicable, Company Vendor) and SMS Aggregator,
and is the direct connection established between the premises of the SMS Aggregator and the AMG for purposes of transmitting the
Data.
“Data” means any and all information transmitted by Reseller via SMS Aggregator, to the AMG, via the Connection, in Simple Message
Peer to Peer ("SMPP") protocol that is used by Company (or, as applicable, Company Vendor) for generating and sending SMS
Messages. Data shall consist solely of the alphanumeric characters (160 character size or less) that Reseller wants included in one or
more SMS Message, along with the MDNs assigned to Reseller by Company (or, as applicable, Company Vendor) to which Reseller
wants to send the SMS Messages. For the avoidance of doubt, Data shall NOT include BREW , SMS 'wake up' calls or, binary code
or any additional files or code, including, without limitation, ring tones, graphics, wallpaper, screen savers or the like. Binary code
means non-alphanumeric content that can be assembled and interpreted by a unit of Equipment as ring tones, graphics, wallpaper, or
other non-text content.
“Maximum Flow Rate” means the maximum number of SMS Messages, as measured on a per second basis, that Reseller via SMS
Aggregator may send to the AMG.
“SMS Aggregator” shall mean a Company-approved and pre-Connected to Company network third party aggregator with which
Reseller may contract, subject to Company consent, for the delivery of the SMS Messages to MDNs assigned to Reseller by Company
(or, as applicable, Company Vendor).
“SMS Message” shall mean an alphanumeric message, 160 characters or less, generated and sent over the Company Service to the
MDNs assigned to Reseller by Company (or, as applicable, Company Vendor) from the AMG using Data provided by Reseller.
“SMS Short Codes” shall mean Company-approved unique codes assigned by Company to Reseller or SMS Aggregator, or assigned
by the Common Short Code Administration to Reseller, to identify the originator of a particular SMS Message.
“System ID” shall mean the External Short Message Entity ("ESME") System ID used to establish a connection with the AMG. Each
System ID has a password that is required that the AMG uses to authenticate the ESME System ID.
2. Reseller’s Responsibilities.
a. Reseller’s sending of SMS Messages shall be subject to Company’s qualification of SMS Aggregator as an External Short Message
Entity (“ESME”). SMS Aggregator shall successfully complete Company’s AMG qualification test plan. The test plan details the tests
required of SMS Aggregator to perform and pass in order for Company to certify that SMS Aggregator is in compliance with Company’s
implementation of SMPP v.3.4.
b. Reseller shall establish a single point of contact for ESME qualification.
c. When establishing and maintaining via the SMS Aggregator the Connection, Reseller shall adhere to the parameters, guidelines,
technical and qualification requirements set forth in any Connection Guide, ESME qualification test plan, and other requirements that
Company may specify in writing from time to time.
d. Reseller is responsible for any and all costs, including any applicable Company (or, as applicable, Company Vendor) fee, associated
with establishing and maintaining a Connection, and any and all costs as between Reseller and SMS Aggregator.
e. SMS Messages rates are set forth in Exhibit 2A of the Agreement.
f. Reseller via SMS Aggregator shall send SMS Messages only to Reseller’s Active Wholesale MDNs.
g. Reseller shall verify the accuracy of its Active Wholesale MDNs information prior to sending each SMS Message.
h. The number of Connections SMS Aggregator shall have to the AMG shall be determined by Company in its sole discretion. Reseller
is responsible for ensuring the support to geographic redundant Connections between SMS Aggregator and the AMG.
i. Reseller shall provide Company a twelve (12) month rolling forecast of all SMS Messages.
j. SMS Aggregator is the only entity authorized to access and use the AMG. The Reseller’s SMS Messages on the Company Facilities
shall be limited to MDNs assigned to Reseller by Company (or, as applicable, Company Vendor) only. This restriction shall apply to all
SMS Aggregators. At no time may Reseller permit, assign, or extend access to the AMG to any person or third party without the prior
written consent of Company. Reseller understands and agrees that no transactions can or should be performed on Company Facilities
with any login that is not assigned to Reseller for use with the Company Service. The identified AMG ESME System ID is restricted to
SMS Aggregator solely for use in providing SMS Messages to MDNs assigned to Reseller by Company (or, as applicable, Company
Vendor). Reseller will at all times abide by and stay in strict compliance with Company’s SMS Message qualification procedures for the
Reseller specific SMS protocol. Any changes to the Company-approved, Reseller specific SMS protocol must be reviewed and tested
by Company (or, as applicable, Company Vendor) for re-qualification prior to use on Company Facilities. Reseller shall not provide
access to any person or third party on the Company Facilities for purposes of using the AMG for anything other than the performance of
this Agreement.
3. Restrictions and Limitations.
a. Reseller via SMS Aggregator shall comply with the Maximum Flow Rate at all times when transmitting Data to the AMG via the
Connection. The Maximum Flow Rate will initially be set at ten (10) SMS Messages per second. In the event Reseller fails to adhere to
the Maximum Flow Rate, Company may, upon the first violation, issue a warning and block some or all of the SMS Messages for as
long as it deems necessary, in its sole discretion, to ensure compliance by Reseller with the Maximum Flow Rate. Upon the second
violation, Company may impose a fee of $1,000 for each message per second in excess of the Maximum Flow Rate. By way of
example only, if the Maximum Flow Rate is ten (10) messages per second, and Reseller attempts to send twenty (20) messages per
second, then the applicable excess Maximum Flow Rate fee would be $10,000. Further, in addition to the foregoing remedies, in the
event Reseller fails to adhere to the Maximum Flow Rate, Company may at any time in its sole discretion: (a) suspend performance of
its obligations under this Exhibit until such breach shall have been cured; or (b) terminate this Agreement as set forth in the Agreement
without further liability, obligation or penalty.
b. For each Bulk SMS Message, Reseller shall submit to Company (or such Company Affiliate as Company may specify) a written
Project Brief that contains all pertinent details of the SMS Message, including, without limitation, the information set forth in Attachment
1, Sample SMS Message Project Brief (“Project Brief”), to this Exhibit. Reseller shall submit a Project Brief to Company or, such
Company Affiliate as Company may specify), no less than sixty (60) days prior to the scheduled launch date for each Bulk SMS
Message. Company (or its applicable Company Affiliate) will use reasonable efforts to review Project Briefs submitted by Reseller on an
expedited basis where the Reseller has less than sixty (60) days before the scheduled launch date, but any failure by Company (or, its
Affiliate) to review such Project Briefs in less than sixty (60) days shall not be a breach of this Agreement. Prior to sending via SMS
Aggregator Data related to any SMS Message to the AMG via the Connection, Reseller must first receive Company’s (or Company
Affiliate’s as applicable) written acceptance of the applicable Project Brief. Upon such acceptance by Company (or Company Affiliate as
applicable), a Project Brief becomes subject to and incorporated into this Agreement. Reseller acknowledges and agrees that Company
will have sole discretion regarding its acceptance of Project Briefs. Project Briefs shall be submitted to:
Verizon Partner Solutions
Rosemarie Clayton rosemarie.clayton@verizon.com
Notice of Company's acceptance of a Project Brief shall be issued to:
XXXX
Attn: Verizon Partner Solutions Account Manager
XXXX
XXXX
c. Except as otherwise expressly authorized in this Agreement, including with respect to Roaming, Reseller shall not send any SMS
Messages to or from any MDN assigned to Reseller by Company (or by a Company Vendor) that is associated with Equipment located
outside the United States and Reseller will ensure that none of the Data sent to the AMG via SMS Aggregator contains MDNs of such
Equipment. Company (and its applicable Company Vendor) reserves the right to block ESME System IDs, Connections or SMS
Messages sent to or from such MDNs. Reseller further agrees not to send data that originates with third parties located outside of the
United States unless it has included a written request to do so in a Project Brief and has obtained Company’s (or, as applicable, a
Company Affiliate’s) prior written authorization.
d. Reseller shall request that Company (or such Company Affiliate as Company may specify) assign Short Codes sixty (60) days prior
to SMS Messages. Company (or an applicable Company Affiliate) will use reasonable efforts to expedite Reseller requests to assign
such codes if Reseller has less than sixty (60) days before the scheduled launch date of the SMS Message, but Company's (or
Company Affiliate’s) failure to assign Short Codes in less than sixty (60) days shall not be a breach of this Agreement. Reseller may
assign only one Short Code to each SMS Message. Reseller acknowledges and agrees that Company (or Company Affiliate)
assignment of Short Codes to Reseller does not excuse Reseller’s obligations under Section 3.c. herein.
4. Company’s Responsibilities.
a. Company (or a Company Affiliate) shall make available to Reseller via SMS Aggregator Connection(s) subject to the terms and
conditions provided for in this Exhibit and this Agreement. Company (or a Company Affiliate) will assign Reseller via SMS Aggregator
one System ID.
b. Company may, at any time upon written notice, modify the programming, functionality, or any other aspect of the AMG and any
Connection Guide and ESME qualification test plan that Company (or a Company Affiliate) provides. In addition, upon written notice
and in its sole discretion, Company may modify the terms and conditions of this SMS Policy.
5. SMS Aggregator.
a. Reseller shall contract with an SMS Aggregator for the delivery of the SMS Messages. Company (or a Company Affiliate) will provide
a list of SMS Aggregators to Reseller.
b. Reseller shall execute an agreement with SMS Aggregator for delivery of SMS Messages, which shall include Attachment 1 attached
hereto in its agreement with SMS Aggregator, and thereafter provide notice to Company (or such Company Affiliate as Company may
specify) of the execution of such agreement. Company )or its applicable Company Affiliate) shall not issue any authorization letter(s) to
SMS Aggregator until Company (or Company Affiliate as applicable) has received written notice from Reseller that the agreement with
SMS Aggregator has been executed.
Reseller shall include the following language or substantially similar language in its agreements with SMS Aggregator:
"Verizon and its affiliates shall have no liability whatsoever for [insert name of SMS Aggregator] losses,
claims or damages for any cause whatsoever, including but not limited to any failure or disruption of
Services provided hereunder, regardless of the form of action, whether in contract or in tort or otherwise.
(Insert name of SMS Aggregator) shall not be deemed a third-party beneficiary of any contract between
(insert
name
of
Reseller)
and
Verizon
or
any
of
its
affiliates.”
c. Company will provide SMS Aggregator an authorization letter, substantially in the form attached as Attachment 2, defining the terms
and conditions under which Reseller via SMS Aggregator may send SMS Messages to Reseller’s Active Wholesale MDNs. Company’s
obligation to perform hereunder shall be subject to, in addition to the other provisions provided herein, Reseller’s selected SMS
Aggregator’s acceptance of the terms and conditions of the authorization letter.
d. Reseller shall not substitute SMS Aggregator unless the proposed substitution is acceptable to and approved by Company (or, by its
designated Company Affiliate) in writing prior to the effective date of the proposed substitution.
e. In the event SMS Aggregator shall no longer have Company (or Company Affiliate)-approved status, Reseller shall have SMS
Aggregator provide advance notice to Reseller of its status change. Company will use reasonable efforts to give Reseller ten (10) days
advance written notice of such change.
f. In the event SMS Aggregator subsequently loses its Company (or Company Affiliate)-approved status, Reseller shall select an
alternate SMS Aggregator, as applicable, subject to Company consent.
g. Reseller acknowledges and agrees that any Reseller Confidential Information it shares with SMS Aggregator is subject to the
confidentiality provisions of the agreement reached by Reseller and SMS Aggregator, and Company (and its Affiliates) shall have no
obligation with respect to such information.
h. Reseller acknowledges and agrees that any and all reports regarding the SMS Messages that Reseller may require shall be obtained
from SMS Aggregator and not Company or a Company Affiliate.
6. Message Content and Delivery.
a. Reseller shall be responsible for the creation its own SMS Message content, subject to Section 4.4, Compliance with Laws, of this
Agreement, and shall work with SMS Aggregator for all issues relating to the delivery of such SMS Message to Reseller’s Active
Wholesale MDNs assigned to Reseller by Company (or Company Vendor). Company (and its Company Vendors) shall in no way be
liable to Reseller for the content of SMS Messages or delivery, delivery time or non-delivery thereof. Company’s (and, as applicable, a
Company Vendor’s) delivery, and delivery time, of an SMS Message will be subject to, including but not limited to, general Company
Systems or Facilities conditions, voice and/or data volume, text messaging volume, and Short Message Service Center outages.
b. Reseller agrees that none of the Data sent by it via SMS Aggregator to the AMG via the Connection shall contain any viruses,
worms, trap doors, back doors, timers, clocks, counter or other limiting routines, instructions or designs. Reseller further agrees that it
will not use the AMG, or intentionally or unintentionally allow any third parties to use the AMG, to engage in any mail-bombing, spoofing
or any fraudulent, illegal, unauthorized or improper use.
c. Company (and its applicable Company Affiliate) reserves the right to filter the content of SMS Messages, without assuming any
obligation to filter such content, in an effort to ensure compliance with the requirements set forth in Section 6 of this Exhibit and this
Agreement. To the extent such filtering reveals that one or more SMS Messages do not comply with these requirements, Company (or
a Company Affiliate) may block some or all SMS Messages for as long as it deems necessary, in its sole discretion, to ensure
compliance with the requirements. Company (and its Affiliates) is under no obligation to provide Reseller with notice should it decide to
block SMS Messages pursuant to Section 6 of this Exhibit and this Agreement, but any blocked SMS Messages will not be deemed to
have been generated and sent to Active Wholesale MDNs assigned to Reseller by Company (or by a Company Affiliate) for purposes of
determining the charges set forth in this Agreement.
7. Process.
a. Reseller shall provide SMS Aggregator an accurate list of Reseller’s Active Wholesale MDNs, which shall be generated before
sending each SMS Message by using the Company’s wholesale billing system, no more than five (5) calendar days prior to each SMS
Message. Reseller will generate an update to such list to reflect activated and deactivated MDNs not more than one-hour prior to
sending such SMS Message.
b. Reseller shall provide Company (and/or it’s designated Company Affiliate) a copy of each report submitted to SMS Aggregator
pursuant to Section 7.a. above.
c. Reseller acknowledges that the Company Invoice and Billing Media do not distinguish between an SMS Message and standard rated
SMS such as, but not limited to, market segmentation, type of message, or End User usage as between each other. Reseller shall
obtain such information from SMS Aggregator.
8. Enforcement/Remedies.
In the event Reseller fails to adhere to the terms and conditions of this Policy, Company, in addition to such rights and remedies as
Company may have pursuant to the Agreement, at law or in equity or otherwise, may (a) suspend performance of its obligations under
this Exhibit, or (b) terminate the Agreement, in accordance with the provisions of the Agreement without further obligation, liability or
penalty.
Attachment 1
SAMPLE SMS MESSAGE PROJECT BRIEF
Date of Submission:
Name of Reseller:
Name of SMS Aggregator and contact information:
SMS Message length:
Short code(s) requested:
Start date:
End date (if appropriate):
Total messaging volume projections (attach spreadsheet), including:
total target audience:
total number of expected participants:
# of mobile originate messages per MDN:
# of mobile terminate messages per MDN:
Total number of messages:
Average traffic volume:
Peak traffic volume:
What is the estimated peak load demand (MO/sec)?
Time of Day/Day of Week restrictions (if any):
Point of contact for application trouble reporting:
Name:
Email:
Phone #:
Title:
Escalation point of contact for application trouble reporting:
Name:
Email:
Phone #:
Title:
COMPANY’S (AND ITS APPLICABLE COMPANY AFFILIATE’S) ABILITY TO DELIVER COMPANY APPROVED SMS MESSAGES
AT REQUESTED TIME PERIODS WILL BE SUBJECT TO, INCLUDING BUT NOT LIMITED TO, DATA AND/OR VOICE CALL
VOLUME, TEXT MESSAGING VOLUME, SHORT MESSAGE SERVICE CENTER OUTAGES, AND GENERAL COMPANY
SYSTEMS AND FACILITIES CONDITIONS.
Project Briefs shall be submitted to:
Verizon Partner Solutions
Rosemarie Clayton rosemarie.clayton@verizon.com
Notice of Company's acceptance of a Project Brief shall be issued to:
XXX
Attn: Verizon Partner Solutions Account Manager
XXX
XXX
Attachment 2
SAMPLE SMS AGGREGATOR AUTHORIZATION LETTER
Date
Contact Name
Insert SMS Aggregator name
Address
City, State
Re:
Delivery of SMS Messages by [insert SMS Aggregator name] for and on behalf of [insert Reseller name] ONLY
Verizon
Partner
Solutions
Contract
No.
with
[insert
SMS
Aggregator
name]
Authorization Letter Number: __________________
Dear __________________:
This authorization is pursuant to the terms and conditions of the above-referenced agreement (the “Agreement”), as amended. This
authorization is an integral part of the Agreement. The terms used herein which are defined or specified in the Agreement shall have
the meanings set forth in the Agreement. If there are any inconsistencies between the provisions of this authorization and the
provisions of the Agreement, the provisions of this authorization shall control solely with respect to the subject matter addressed herein.
The services to be performed are described in the attached “Statement of Work” (Schedule 1) (“Project”).
Services authorized by this letter will commence on _______________ and will continue until _____________, subject to the
termination of the Wholesale Agreement by and between Verizon Long Distance LLC and [insert Reseller’s name] authorizing the
delivery of SMS messages to [insert Reseller’s name] end users by [insert SMS Aggregator name] as further detailed in the attached
Statement of Work.
Please indicate your acceptance of this Authorization Letter by having it signed by an authorized representative of SMS Aggregator and
return a fully executed original to ________________________ at the address stated above.
Sincerely,
(Name)
Verizon Partner Solutions
(Title)
Agreed to and accepted by SMS Aggregator:
BY:
____________________________
NAME: ____________________________
TITLE:
____________________________
DATE:
____________________________
SCHEDULE 1
STATEMENT OF WORK
(“Reseller”) desires to arrange for the delivery of SMS messages to its end users. Verizon Long Distance LLC (“Company”) or its
applicable Affiliate has authorized Reseller to make such arrangement, subject to certain limitations and restrictions, including
independently contracting with (“SMS Aggregator”).
Definitions.
“Advanced Messaging Gateway” or "AMG" means the router(s) to which SMS Aggregator will transmit the Data via the Connection for
purposes of having SMPP Messages generated and sent over the Company CMRS to the MDNs associated with the Reseller's
wireless handsets.
“Bulk SMS Message” shall mean any SMS Message sent to twenty-five (25) percent or more of the MDNs assigned to Reseller by
Company (or, as applicable, Company Vendor), or SMS Messages sent at a rate of more than five (5) messages per second (“MPS”)
through the Advanced Messaging Gateway.
“Connection” or “Connected” shall mean the connection between Company (or, as applicable, Company Vendor) and the SMS
Aggregator, and is the direct connection established between the premises of the SMS Aggregator and the Advanced Messaging
Gateway for purposes of transmitting the Data.
“Data” means any and all information transmitted by SMS Aggregator to the Advanced Messaging Gateway, via the Connection, in
Simple Message Peer to Peer ("SMPP") protocol that is used by Company for generating and sending SMS Messages. Data shall
consist solely of the alphanumeric characters (160 character size or less) that Reseller wants included in one or more SMS Messages,
along with the MDNs associated with the Reseller's wireless handsets to which Reseller wants to send the SMS Messages. For the
avoidance of doubt, Data shall NOT include BREW, SMS 'wake up' calls or code, binary code (except as may otherwise be
authorized herein) or any additional files or code, including, without limitation, ring tones, graphics, wallpaper, screen savers or the like.
Binary code means non-alphanumeric content that can be assembled and interpreted by a unit of Reseller wireless handsets as ring
tones graphics, wallpaper, or other non-text content.
“Maximum Flow Rate” means the maximum number of SMS Messages, as measured on a per second basis, that SMS Aggregator
may send to the AMG.
“SMS Aggregator” shall mean a Company (or Company Vendor)-approved and pre-Connected to Company network third party
aggregator with which Reseller shall contract, subject to Company consent, for the delivery of the SMS Messages to MDNs assigned by
Company (or, as applicable, Company Vendor) associated with Reseller's wireless handsets.
“SMS Message” shall mean an alphanumeric message, 160 characters or less, generated and sent over the Company CMRS to the
MDNs assigned to Reseller by Company (or, as applicable, Company Vendor) from the AMG using Data provided by Reseller.
“SMS Short Codes” shall mean unique codes assigned by Company (or, as applicable, Company Vendor) to Reseller or SMS
Aggregator, or assigned by the Common Short Code Administration to Reseller, to identify the originator of a particular SMS Message.
“System_ID” shall mean the External Short Message Entity ("ESME") System ID used to establish a connection with the AMG. Each
System ID has a password that is required that the AMG uses to authenticate the ESME System ID.
Restrictions and Requirements.
1. SMS Aggregator shall execute a separate agreement with Reseller prior to the delivery of any SMS Messages (as defined in Section
2, below, of this Statement of Work) to Reseller's end users by SMS Aggregator.
2. SMS Aggregator acknowledges and agrees:
a. SMS Messages may only be delivered to Reseller’s end users with active Mobile Directory Numbers (“MDN”) (and assigned by
Company, or, as applicable, Company Vendor, to Reseller) by the SMS Aggregator to the Advanced Messaging Gateway via the
Connection in Simple Message Peer to Peer ("SMPP") protocol for use by Company (or Company Vendor) in generating and sending
SMS Messages;
b. The SMS Messages will consist solely of the alphanumeric characters (160 character size or less) that Reseller wants included in
one or more SMS Messages along with the active MDNs associated with Reseller's wireless handset to which Reseller via SMS
Aggregator wants to send the messages (the “Data”). Reseller via SMS Aggregator can also send alphanumeric phone programming
commands provided they do not exceed the 160 character size limit per SMS Message.
c. The Data shall NOT include Company (or Company Affiliate) marks, BREW, SMS 'wake up' calls or code, binary code (except as
may otherwise be stated herein) or any additional files or code, including, without limitation, ring tones, graphics, wallpaper, screen
savers or the like. Binary code means non-alphanumeric content that can be assembled and interpreted by a unit of Reseller's wireless
handsets as ring tones graphics, wallpaper, or other non-text content.
3. SMS Aggregator shall NOT communicate or publicize to Reseller any Company (or Company Affiliate) exclusive SMS offerings,
including, but not limited to, ring tones, graphics, wallpaper, screen savers or the like, nor access to SMS short codes.
4. For each Bulk SMS Message, Reseller shall submit (subject to Section 5 below) to Company (or its designated Company Affiliate) a
written Project Brief that contains all pertinent details of the SMS Message, including, without limitation, the information set forth in
Attachment 1, Sample SMS Message Project Brief (“Project Brief”), to this Statement of Work. Reseller shall submit a Project Brief to
Company (or, as applicable, Company Affiliate) no less than sixty (60) days prior to the scheduled launch date for each Bulk SMS
Message. Company (either directly or through a Company Affiliate) will use reasonable efforts to review Project Briefs submitted by
Reseller on an expedited basis where the Reseller has less than sixty (60) days before the scheduled launch date, but Company's (or
its Affiliate’s) failure to review such Project Briefs in less than sixty (60) days shall not be a breach of this Agreement. Prior to sending
Data related to any SMS Message to the AMG via the Connection, Reseller must first receive Company’s (or applicable Company
Affiliate’s) written acceptance of the applicable Project Brief. Upon such acceptance by Company (or, as applicable, Company Affiliate),
a Project Brief becomes subject to and incorporated into this Agreement. Reseller acknowledges and agrees that Company (and, as
applicable, its Company Affiliate) will have sole discretion regarding its acceptance of Project Briefs.
Project Briefs shall be submitted to:
Verizon Partner Solutions
[Contact info to be designated]
5. Reseller will determine and notify the SMS Aggregator and Company (or its designated Company Affiliate) whether the SMS
Aggregator or Reseller shall complete and submit the Project Briefs with all pertinent details of the SMS Message.
6. SMS Aggregator shall comply with the Maximum Flow Rate assigned to Reseller at all times when transmitting Data to the AMG via
the Connection. The Maximum Flow Rate will initially be set at ten (10) SMS Messages per second. In the event Reseller fails to adhere
to the Maximum Flow Rate, Company may, upon the first violation, issue a warning and block some or all of the SMS Messages for as
long as it deems necessary, in its sole discretion, to ensure compliance by Reseller with the Maximum Flow Rate. Upon the second
violation, Company may impose a fee of $1,000 for each message per second in excess of the Maximum Flow Rate. By way of
example only, if the Maximum Flow Rate is ten (10) messages per second, and Reseller attempts to send twenty (20) SMS Messages
per second, then the applicable excess Maximum Flow Rate fee would be $10,000. Further, in addition to the foregoing remedies, in
the event Reseller and/or SMS Aggregator fail to adhere to the Maximum Flow Rate, Company may at any time in its sole discretion:
(a) suspend performance of its obligations until such breach shall have been cured; or (b) terminate the Agreement without further
liability, obligation or penalty.
7. SMS Aggregator acknowledges and agrees that Reseller shall be responsible for ensuring the accuracy of MDN information provided
to SMS Aggregator prior to each SMS Message.
8. Except as otherwise stated herein, Company has not limited Reseller as to the number of SMS Messages Reseller can generate.
9. This Authorization Letter is confidential and subject to the confidentiality provisions of the Agreement. SMS Aggregator shall not
disclose any Confidential Information of Company (or any Company Affiliate) to Reseller or any other third party. SMS Aggregator
acknowledges and agrees that any of SMS Aggregator’s Confidential Information it discloses to Reseller or any Reseller content
provider is governed solely by the agreement between it and Reseller and itself, and unless marked as Confidential Company (and its
Company Affiliates) shall not treat it as confidential.
10. SMS Aggregator acknowledges and agrees that Company and its Company Affiliates shall have no responsibility nor liability for any
acts, duties and obligations as between Reseller, any Reseller content provider and SMS Aggregator, including but not limited to any
obligation to pay or see to the payment of monies, nor any liability for any breach of any agreement between Reseller, SMS Aggregator
and any content provider.
11. SMS Aggregator shall make available to Reseller such reports as Reseller may require, and SMS Aggregator acknowledges and
agrees that such reports shall not be obtained from any Company (or Company Affiliate) sources or systems.
12. Reseller shall be responsible for the creation of its own message content and working with SMS Aggregator for the delivery and
billing of such messages. SMS Aggregator acknowledges and agrees Company and its Company Affiliates will not be liable to Reseller,
any Reseller content provider or SMS Aggregator for the content of any Reseller SMS Message or delivery, delivery time or nondelivery thereof.
Process.
1. SMS Aggregator shall require that Reseller provide it with the list of active Reseller MDNs assigned by Company (or, as applicable,
by a Company Vendor). SMS Aggregator shall require Reseller submit a new MDN report for each SMS Message.
2. SMS Aggregator shall require Reseller provide SMS Aggregator with a report of Reseller MDNs assigned by Company (or, as
applicable, by a Company Vendor) activated and deactivated subsequent to the first report within one hour prior to sending each SMS
Message.
3. On a near real-time basis, SMS Aggregator shall provide Company (and/or its designated Company Vendor) a copy of each report
submitted by Reseller to SMS Aggregator pursuant to Process Sections’ 1 and 2 above.
Exhibit 10 MMS Policy
1.
Definitions.
“Maximum Flow Rate” means the maximum number of MMS Messages, as measured on a per second basis, and shall be twenty-five
(25) MMS Messages per second.
“MMS Message” means a multimedia message that consists of text, image, audio and/or video sent over
assigned to Reseller by Company (or, as applicable, Company Vendor).
data service to MDNs
“Multimedia Messaging Service” or “MMS” means a service that enables End Users to send and receive messages via Company
Service that include images (“Picture Messaging”), audio and video clips (“Video Messaging”) in addition to text via MMS-enabled
Certified Equipment for such use.
“Multimedia Messaging Service Center” or “MMSC” means the servers that host the Multimedia Messaging Service (MMS) for the
Reseller.
2.
Reseller’s Responsibilities.
a.
Reseller’s offering of MMS, and its transmission of MMS Messages via Company Data Service shall be subject to the MMS
Equipment Requirements that Company may specify from time to time.
b.
Reseller shall provide Company a twelve (12) month rolling forecast of all MMS data usage.
c.
Reseller shall not send MMS Messages that contain any viruses, worms, trap doors, back doors, timers, clocks, counter or other
limiting routines, instructions or designs. Reseller and its End Users shall not use MMS, or intentionally or unintentionally allow any
third parties to use MMS, to engage in any mail-bombing, spoofing or any fraudulent, illegal, unauthorized or improper use.
3.
Restrictions and Limitations.
a.
MMS Messages shall only be sent by Reseller via a Company-approved aggregator or its Company-authorized Service Provider
to: (i) valid e-mail addresses; and (ii) to Company-assigned Wholesale MDNs to Reseller.
b.
In order for MMS Messages to be sent to and received from End Users and other Carrier’s end users who have subscribed to MMS
Service, such end users’ Carrier shall have entered into an agreement with Company for the exchange of MMS Messages (“InterCarrier MMS”), in addition to certain other limitations, including, but not limited to, compatibility of phones and format, and
Company (or, as applicable, Company Vendor) connectivity with Carriers.
c.
Video messages may be sent from Video Messaging MMS-capable Certified devices by End Users to: (i) valid e-mail addresses;
and (ii) other End Users, Company end users, or, provided they are within the United States, other Carriers’ end users currently
subscribed to MMS Service. In order for MMS Messages to be sent to and received from other Carriers’ end users subscribed to
MMS Service, such end users’ Carrier shall have entered into an agreement with Company (or its applicable Company Affiliate) for
Inter-Carrier MMS, in addition to certain other limitations, including, but not limited to, compatibility of devices and format, and
Company connectivity with Carrier. The e-mail recipient of a Video Message shall have Apple® QuickTime® Player software
(version 6.5 or higher) to play Video Messages.
d.
Any usage not expressly authorized hereunder, including, but not limited to, machine-to-person or application-to-person MMS
usage, is not authorized at this time, and shall be Fraudulent Usage.
e.
Picture Messaging requires an MMS-enabled Certified device and activation with the MMS feature and data feature in the
Company RSS billing System.
f.
Video Messaging requires an MMS-enabled Certified Video Messaging capable device and activation with the MMS feature and
data feature in the Company RSS billing System.
g.
The ability to send or receive Inter-Carrier MMS Messages is dependent upon several issues including the media format
specifications of the device. Company will send Inter-Carrier MMS Messages in their original, full format, with no guarantee that
the other Carrier and/or other Carrier’s end users’ devices will support the sent format. Inter-Carrier Messages will be sent to those
Carriers that Company (or, as applicable, a Company Affiliate) has by agreement connectivity to, either directly or via a third party
(e.g. Company-approved aggregator), to support the sending and receiving of MMS Messages.
h.
Reseller and Company (or its designated Company Vendor) will mutually agree on the domain name utilized in the e-mail address
addressing End Users.
i.
Reseller shall comply with the Maximum Flow Rate.
4.
Company’s Responsibilities.
Company (and its applicable Company Vendor) may, at any time, modify the configuration, functionality, or any other aspect of the
MMSC or the MMS Device Compliance Test Entrance Criteria Process. In addition, Company may in its sole discretion modify the
terms and conditions of this MMS Policy subject to written notice.
5.
MMS Message Content and Delivery.
a.
The ability to send or receive Inter-Carrier MMS Messages is dependent upon several issues including the media format
specifications of the device. Company will send Inter-Carrier MMS Messages in their original, full format, with no guarantee that
the other Carrier and/or other Carrier’s end users’ devices will support the sent format. Inter-Carrier Messages will be sent to those
Carriers that Company (or an applicable Company Affiliate) has by agreement connectivity to, either directly or via a third party
(e.g. Company-approved aggregator), to support the sending and receiving of MMS Messages.
b.
Canceling a picture or video message while it is being sent may result in sent messages that contain only partial content.
c.
Reseller will be charged for MMS Messages sent by End Users from Picture/Video Messaging MMS capable digital devices, even
if the message is not delivered to the intended recipient, or even if only partial content is delivered. Resellers will not be charged
for Picture/video messages sent to an End User’s device unless the message was received.
d.
Picture and/or Video messages that cannot be delivered to the intended recipients within five (5) days will be deleted from the
MMSC.
e.
Company and its Company Affiliates shall in no way be liable to Reseller for the content of MMS Messages or delivery, delivery
time or non-delivery thereof. Company’s (or, as applicable, Company Vendor’s) delivery, and delivery time, of MMS Messages will
be subject to, including but not limited to, general Company Systems or Facilities conditions, voice call and data volume, text
messaging volume, data network volume, MMSC or Short Message Service Center outages.
f.
Company (and, as applicable, Company Vendor) reserves the right to filter the content of MMS Messages, without assuming any
obligation to filter such content, in an effort to ensure compliance with the requirements herein. To the extent such filtering reveals
that one or more MMS Messages do not comply with these requirements, Company (or, as applicable, Company Vendor) may
block some or all of the MMS Messages for as long as it deems necessary, in its sole discretion, to ensure compliance with the
requirements. Company (and its Company Vendors) is under no obligation to provide Reseller with notice should it decide to block
MMS Messages. Any Company (or, as applicable, Company Vendor) blocked MMS Messages will not be deemed to have been
generated and sent to MDNs assigned to Reseller by Company (or, as applicable, Company Vendor) for purposes of charging the
fees set forth under this Agreement.
g.
Picture and/or Video messages sent to Equipment that are not MMS-capable may be blocked by Company (or, as applicable,
Company Vendor) from the MMSC.
6.
Enforcement/Remedies.
In the event Reseller fails to adhere to the terms and conditions of this Policy, Company, in addition to such rights and remedies as
Company may have pursuant to the Agreement, at law or in equity or otherwise, may (i) suspend performance of its obligations under
this Exhibit, or (ii) terminate the Agreement, in accordance with the provisions of the Agreement without further obligation, liability or
penalty.
Exhibit 11
Periodic Rated Records Policy
1. DEFINITIONS
The following terms in this Exhibit shall have the following meanings, unless the context clearly requires otherwise:
1.1 “Periodic Rated Record” or “PRR” means usage information generated by Company Wholesale MDNs assigned to Reseller that is
recorded by Company (or, as applicable, Company Vendor)-designated Facilities and is rated by Company (or, as applicable,
Company Vendor) (including usage that is rated by Company, or, as applicable, Company Vendor, at no charge). PRRs do not
include usage which Company has determined, in its sole discretion, to not rate, including, but not limited to, occurrences of, for
example, *22890.
1.2 “PRR Security Administrator” means the Person designated by Reseller to Company (or, as applicable, Company Vendor) who
shall be Reseller’s internal resource and single point of contact for PRR file transmission questions and issues and for notification
of file format changes as described in Section 3, below.
2. RESELLER RESPONSIBILITIES
2.1 Scope of Use.
2.1.1 Reseller is responsible for retrieving all PRRs via a Company (or, as applicable, Company Vendor)-designated process.
2.1.2 Reseller shall install, maintain, monitor and fully fund any and all costs for connectivity, including, but not limited to,
hardware and software, required to enable access to PRRs.
2.1.2.1 Reseller shall not use the connectivity described in Section 2.1.2 above for any other purpose, including, but
not limited to, gaining access to, copy, read, or otherwise review anything not explicitly designated as Reseller
information that may be available on Company’s (or, as applicable, Company Vendor’s) system, but to which Reseller
has not been given express permission to gain access to, copy, read or otherwise review under this Agreement.
2.1.2.2 Except as otherwise expressly authorized in the Agreement, Reseller’s use of the connectivity is limited to
downloading PRR files from Company (or, as applicable, Company Vendor). Reseller shall not transmit, ping or
otherwise use the connectivity to access Company (or, as applicable, Company Vendor) systems.
2.1.3 Reseller shall be responsible for monitoring and promptly downloading all PRR files. If any PRR files are not made
available to Reseller within five (5) days after the customary availability date as established by Company’s previous availability
dates, Reseller shall notify its Company (or, as applicable, Company Vendor) designated contact immediately by e-mail or
similar means of written communication, as established by Company. Company (or, as applicable, Company Vendor) shall not
be obligated to make available historical PRR data more than five (5) days from the date the PRRs were initially made
available or should have been made available, as applicable, to Reseller.
2.1.4 Reseller shall be solely responsible for developing and providing its own PRR rating, filtering and/or processing methods
and shall be responsible for its own use and interpretation of any PRRs.
2.1.5 Reseller shall comply with the terms and conditions of the Remote System Policy.
2.2 Security.
2.2.1
Reseller shall be responsible for taking all reasonable and prudent steps in order to ensure the security of Reseller’s
connectivity to Company’s (or, as applicable, Company Vendor’s) systems, including, but not limited to, the security
of physical access to computer terminals that are used to access the connectivity and establishing user IDs and
passwords to such workstations.
2.2.2
Reseller warrants that it shall not transmit or allow transmission by other third parties using its systems of
"Unauthorized Code" to Company’s (or, as applicable, Company Vendor’s) systems. As used in this Agreement,
“Unauthorized Code” means any virus, Trojan horse, worm, or any other software routines or hardware components
designed to permit unauthorized access to disable, erase, or otherwise harm software, hardware, or data or to
perform any other such actions.
2.2.3
Reseller computers, networks, or applications will not be installed in such a way as to compromise the security of an
existing network.
2.2.4
A Reseller computer connected to a network will not present an unsecured pathway between one network and
another.
2.2.5
Reseller networks will be designed and administered in such a way that the failure of any attached element will not
leave the entire network exposed to unauthorized access.
2.2.6
Reseller shall implement integrity controls to prevent unauthorized disclosure or modification of data during transit,
storage or processing.
2.2.7
Reseller computers or systems that can access Company (or, as applicable, Company Vendor) systems will not be
directly accessible by any means from the public Internet or any other third party systems.
2.2.8
Reseller is solely responsible for ensuring that all desktops that are used with Company’s Virtual Private Network
("VPN") and/or all Reseller systems that have access to the direct connectivity to Company (or, as applicable,
Company Vendor), have the most updated operating system security patches and virus protection installed within
such desktops and/or systems. When any new security vulnerability is announced, whether by Company or any other
third party, that affects the computer operating system or application software, Reseller shall install the security patch
or fix. Company (or, as applicable, Company Vendor) may notify Reseller of certain patches or fixes and specify
timeframes for implementation of such patches or fixes. In such cases, Reseller shall install such security patches or
fixes within the timeframe specified by Company (or, as applicable, Company Vendor). Company (or, as applicable,
Company Vendor) retains the right to terminate all access to Company's (or, as applicable, Company Vendor’s)
systems if Reseller has not complied or cannot comply with such requirements.
2.2.9
If applicable, any authentication information stored in cookies on Reseller's end user systems shall be encrypted at
the highest level possible, preferably secure sockets layer.
3. COMPANY RESPONSIBILITIES AND SERVICE LIMITATIONS
3.1 Company, in its sole discretion, shall determine the form, format(s), scope, definition, content and at which intervals PRRs are
made available to Reseller for Reseller’s use. At Company’s discretion, Company-designated intervals may be at the end of bill
cycle (on a per account by bill cycle basis) or on a more frequent interval. Only end of bill cycle PRRs will contain rerated records
and/or MDN level recurring charges/fees such as, but not limited to, monthly access fees.
3.2 Company shall endeavor to make available PRRs to Reseller or one (1) Service Provider, via Company (or, as applicable,
Company Vendor) -approved transmission protocols, at regular intervals according to time period(s) for such transmission(s)
specified by Company (or, as applicable, Company Vendor), except during Company (or, as applicable, Company Vendor)
maintenance and upgrade, or outage, periods (in which event Company (or, as applicable, Company Vendor) shall use
commercially reasonable efforts to make available such records promptly after such period(s)).
3.3 Company (or, as applicable, Company Vendor) shall make available PRRs in one or multiple files per day using one or multiple
transmission protocols, as solely determined by Company.
3.4 Modification. Company may, at any time, upon advance written notice, modify the transmission method or any other aspect of the
PRR process, the scope, format, interval, and content, including the terms and conditions of this Exhibit.
3.5 PRRs ARE MADE AVAILABLE ON AN “AS IS” BASIS. COMPANY (AND ITS COMPANY VENDORS) MAKES NO
REPRESENTATIONS OR WARRANTIES (INCLUDING AS TO ACCURACY OR COMPLETENESS), EXPRESS OR IMPLIED,
INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, OR FITNESS FOR USE FOR A PARTICULAR PURPOSE.
RESELLER’S USE OF PRRs IS AT RESELLER’S OWN RISK.
3.6 Company (and its Company Vendors) shall have no obligation to provide Reseller with Company’s PRR rating, filtering and/or
processing methods.
3.7 Invoices and corresponding PRRs may not reconcile due to usage rated by Company (or, as applicable, Company Vendor) at no
charge and rounding by Company (or, as applicable, Company Vendor) Systems of Company (or, as applicable, Company
Vendor)-select charges.
4. POLICY VIOLATIONS
4.1 Policy violations, include, but are not limited to, the following:
4.1.1
4.1.2
4.1.3
Designation of a PRR Security Administrator who is not employed by Reseller or under contract with Reseller.
Violation of the Remote System Policy or PRR Policy.
Use of Reseller’s access to Company’s (or, as applicable, Company Vendor’s) system to gain, or attempt to gain,
unauthorized access to any computer network, Intranet, or any other computer based system or network whatsoever
of Company (or, as applicable, Company Vendor).
4.1.4
4.1.5
Use of the Company (or, as applicable, Company Vendor) System that enables Reseller to access the PRRs in such
a manner that in Company’s sole discretion, has adversely affected, or may adversely affect, the use of such
Company System by others or Company’s (or, as applicable, Company Vendor’s) business operations.
Any Interference.
4.2 In addition to Company’s rights under Section 10 of the Agreement, in the event of a violation of this PRR Policy and during any
applicable cure period, Company may upon one (1) day advance notice permanently or temporarily disconnect Reseller’s access to
PRRs, the Company (or, as applicable, Company Vendor) System that enables Reseller to access the PRRs, any APIs and/or Remote
System unless Company determines in its sole discretion that exigent circumstances require immediate action.
Exhibit 12
MPN Policy
1. Definitions.
The capitalized terms in this Exhibit shall have the following meanings:
“Domain Name System” (DNS) is a mechanism used on the Internet and on private intranets for translating names of host computers
into IP addresses.
“Mobile Private Network” (MPN) shall mean the Company service that enables Reseller to securely route data to and from Certified
Equipment containing IP addresses provided by Reseller over Company Facilities.
“MPN Connection” shall mean the connection between Company (or, as applicable, Company Vendor) and Reseller and is the direct
connection established between the premises of the Reseller and Company (or, as applicable, Company Vendor) for purposes of
securely routing Data Service to MDNs assigned by Company (or, as applicable, Company Vendor) to Reseller.
2. Reseller’s Responsibilities and Obligations.
a. Reseller shall access the MPN by establishing a direct-connect circuit from its facilities to Company Facilities by making
arrangements for installation and ongoing maintenance of telecommunications facilities, such as use of VPN, T-1 direct, multi-link pointto-point protocol and/or frame relay circuit connections. Reseller is responsible for any and all charges that Reseller incurs internally or
through a third party associated with accessing the MPN, including, but not limited to, Internet access fees, hardware, software, license
fees, and telecommunications charges.
b. For Company MPN access, Reseller shall provide Company the necessary information reasonably requested by Company (for
example, company name, contact information, IP address ranges, IP address and router information) prior to being provisioned for
access to the MPN. Missing or incorrect information will delay access to the MPN.
c. On the first of each calendar month, Reseller shall submit to Company a 12-month rolling forecast for overall monthly usage (i.e.,
amount of usage sent via MPN) and simultaneous users (i.e., the number of End Users utilizing MPN service at the same time).
d. Access to the Internet shall only be via Reseller’s proxy server. If Reseller requires Internet access, the proxy server addresses must
be advertised back to Company.
e. Once the MPN Connection is established between Company and Reseller, all Reseller usage, including DNS requests are directed
to Reseller. Reseller shall advertise Company DNS addresses back to Company.
f. Reseller shall not send or enable via the MPN Connection any SPAM, viruses, worms, trap doors, back doors, timers, nor engage in
any mail-bombing or spoofing.
3. Restrictions and Limitations.
a. Reseller shall be authorized a minimum of two (2) Connections. The number of MPN Connections above two (2) shall be determined
by Company in its sole discretion.
b. Company may, at any time upon written notice, modify the programming, functionality, or any other aspect of the MPN. In addition,
upon written notice, Company may modify the terms and conditions of this MPN Policy, subject to Section 7.3 of the Agreement.
c. For MPN, Company supports (i) static and dynamic addressing for Company 1X Service and/or Company EVDO Service, and (ii)
dynamic addressing only for Company LTE Service, and supports Internet addressing system Internet Protocol (IP) version 4 only. In
the event Company supports a successor IP version for Reseller’s use, Company shall provide notice to Reseller of such change.
d. Once each unit of Equipment is provisioned for MPN, Company (and Company Affiliate) retail and/or Wholesale content will not be
available to Reseller due to the routing of End Users to Reseller’s gateways.
4. Company’s Responsibilities and Obligations.
a. Company shall provision access to Facilities subject to the terms and conditions of this Exhibit.
b. Company reserves the right to filter Fraudulent Usage, without assuming any obligation to filter such Fraudulent Usage.
5. Enforcement/Remedies.
In addition to the Company’s rights under Section 10 of the Agreement, in the event of a violation of this Policy, Company may, during
the applicable cure period, temporarily disconnect Reseller’s access to and use of the MPN, or permanently disconnect, as determined
by Company, immediately or as may be otherwise determined by Company.
Exhibit 13
Interconnection Policy
Summary
This document provides policy and recommendations for data network connections between Company Facilities and
Systems and Company-approved Reseller.
Company recommends dedicated facilities (T1, DS-3, OC-3, and/or Frame Relay) for all connections.
recommendation considers this method best for reliability and accountability.
The
Definitions
“Interconnection” shall mean any connection between Reseller and Company Facilities for the provision of Reseller
branded services to its End Users.
Guidelines
It is recommended that all connections into the Company IP network consider redundancy.
Equipment and Location Redundancy
Geographically diverse locations are recommended at the end points of the circuit/tunnel.
Company will additionally provide geographically diverse location termination points.
Additionally, a router at each location is recommended at the end points of the circuit /tunnel to eliminate any single point
of failure in the path. If a single location is to be utilized, router redundancy is recommended.
General Restrictions
The following list provides engineering and design requirements for an Interconnection into the Company network (any
deviations or exceptions to the requirements below shall be subject to review and approved by Company on a case-bycase basis).
1. Only Border Gateway Protocol (“BGP”) (BGPv4 – RFC 4271) can be used for the Reseller Interconnection. No
Interior Gateway Protocol (IGP – OSPFv2 = = RFC2328; IS-IS = RFC1195; IGRP/EIGRP = Cisco Proprietary)
routing protocols will be accepted.
2. BGP is optional on single connections and required for multi-homed connections to Company to comply with the
Company BGP policy.
3. Private IP address ranges will not be routed within the Company network. Reseller must obtain public IP
addresses or obtain a Company registered block.
4. Reseller must have a registered Autonomous System Number (ASN) or obtain a private ASN from Company.
5. If using a Cisco router, Reseller must be running version 12.0 or above. If using Juniper router, Reseller must be
running version 7.0 or above.
6. Company does not configure Reseller routers. Reseller must have administrative access to their router and be
able to configure it.
7. BGP Reseller connections to Company should only advertise registered routes they own or have obtained from
Company. WAN link routes should not be re-advertised back to Company.
8. Reseller should configure their Autonomous System (AS) to prevent them from becoming a transit AS in the
Internet.
9. Reseller should not redistribute all of their IGP routes into BGP without filtering.
10. Reseller networks should always be aggregated into the largest possible block(s). Any routes less than /19
(Classless Inter-Domain Routing or CIDR – RFC 4632) may be aggregated upstream from Company without our
control. Reseller must inform Company of any prefixes advertised to both Company and the Internet as this could
cause asymmetric routing.
11. Company will not run BGP multi-hop unless a valid case is presented which requires its use.
12. Company will not accept Multi Exit Discriminator (“MED”).
13. Company will not prepend AS iteration towards Reseller networks. Reseller must ensure proper path selection
from their side of the peering relationship - prepend at their end (as per RFC 4271). Company will prepend for
route selection on Company originated routes to control traffic flow to internal resources.
14. Company will not permit access to the Internet via this Interconnection.
Reseller’s Responsibilities
1. Reseller may configure local preference as needed on their routers without notifying Company.
2. Company will not accept any communities (RFC 1997 - BGP Communities Attribute and RFC 1998) from
Reseller’s connections.
In the event Reseller fails to adhere to the terms and conditions of this Policy, Company, in addition to such rights and
remedies as Company may have pursuant to the Agreement between the parties, at law or in equity or otherwise, may
also at its sole discretion (a) suspend any Interconnection, and (b) terminate the Agreement between the parties, in
accordance with the provisions of the Agreement without further obligation, liability or penalty.
BGP request process
1. Reseller must complete the attached BGP Request Form. Contact the Company Account Sales Engineer or
Account Manager for questions and form submission.
2. Company will configure BGP on its routers and notify Reseller of the changes.
3. Reseller must configure its router and notify Company when completed.
Exhibit 14
Company Minimum Equipment Requirements
All Equipment Activated on Company Facilities shall comply with all requirements made available to Reseller, including, but
not limited to, those set forth in the Agreement (including, but not limited to, this Exhibit) and on Company’s website at an
address to be provided by Company.
1.
Requirements include:
(i) All Equipment shall be Authenticatable;
(ii) Each model of Equipment, whether new, refurbished or used, must be Certified by Company for use on
Company Facilities;
(iii) In the event Reseller proposes any modifications to Equipment that has already been subjected to Certification, then
such Equipment, including the proposed modifications, shall be submitted for re-Certification. Certification or reCertification may be subject to a reasonable fee as determined by Company at its sole discretion;
(iv) All Equipment must be programmed with Company’s then-current Roaming File(s), and Equipment must use such
Roaming File. Reseller shall not override, interfere with or otherwise cause, intentionally or unintentionally, any such
Roaming File to not operate as intended by Company. Company may update its Roaming File(s) at any time.
(iv-x) Company (or, as applicable, Company Vendor) shall, in the case of Company LTE Service capable Certified
units of Equipment, push Roaming File(s) to such units of Equipment;
(iv-y) Company (or, as applicable, Company Vendor) shall, in the case of Company 1X Service and/or EVDO Service
only capable Certified units of Equipment, make available current Roaming Files to Reseller and in such instance,
Reseller shall routinely instruct all End Users with an Over The Air (“OTA”) capable phone to dial *22890 while they
are on Company Facilities (i.e., not when Roaming). If an End User does not have an OTA capable phone and
Reseller has access to a Product Support Tool (“PST”), Reseller can manually load/flash an End User’s phone with
the current applicable Roaming File via a PST, subject to certain restrictions. Reseller shall be liable, and shall
indemnify and hold Company (and its Company Vendors) harmless, for any Losses that result from the failure of its or
its End Users' Equipment to use the then-current Roaming File;
(v) All 1X Service and/or EVDO Service only capable Certified units of Equipment must be OTAPA and OTASP-capable.
(vi) All Company LTE Service capable Certified units of Equipment must: (x) support Company’s Open Mobile Alliance
Device Management (OMADM) APN Management solution and SIM OTA solution, (y) be compatible with all Companyapproved SIM and UICC cards and SIM profiles, and (z) support Company’s IP based Multimedia Core Network
Subsystem (IMS) system; and
(vii) All Equipment must have a Type Acceptance Certificate from the FCC, pursuant to Part 22 of Title 47 of the United
States Code of Federal Regulations; and must comply with all (x) Cellular Telecommunications & Internet Association
(CTIA) guidelines as it applies to Company 1X Service and/or EVDO Service only capable Certified units of Equipment
and (y) Global Certification Form (GCF) guidelines as it applies to Company LTE Service capable Certified units of
Equipment, for radio frequency (RF) emissions and specific absorption rate (“SAR”) level disclosure.
Equipment requirements are subject to change by Company, and such changes may be provided to Reseller by posting on a
Company website, at a website address to be provided by Company.
IN CERTIFYING EQUIPMENT PURSUANT TO THIS AGREEMENT, COMPANY MAKES NO WARRANTY OR
REPRESENTATION, EITHER EXPRESS OR IMPLIED, CONCERNING THE SUITABILITY, DURABILITY, FITNESS
FOR USE, MERCHANTABILITY, CONDITION OR QUALITY OF THE EQUIPMENT, AND EXPRESSLY DISCLAIMS
ALL WARRANTIES.
2. In the event the requirements referenced herein change after the date Reseller’s release notes for a particular model of
Equipment that has been approved by Company to be in “lock down” with Company’s then-current technical requirements, a
model of Equipment Certified prior to that date shall not be required to be modified to meet such new requirements provided
such model of Equipment is (a) Certified within six (6) months after such “lock down” and (b) Activated within twelve (12)
months after such Certification.
3. Subject to the Term, no less than ninety (90) days but not more than one hundred eighty (180) days prior to the third
anniversary of Certification (or re-Certification of Equipment, as the case may be) of each model of Certified Equipment,
Reseller shall resubmit to Company the then-applicable release notes of such Certified Equipment for re-Certification. In the
event Company (or its designated Company Vendor) does not re-Certify such Equipment, Reseller may not Activate any such
Equipment not already Active unless and until such Equipment is re-Certified.
4. Reseller shall ensure that all Equipment Activated on Company Facilities are assigned Equipment IDs in accordance with
Company’s Equipment Requirements and compliance test plan documents. Notification of such Equipment IDs shall be
provided to Company at least thirty (30) days prior to Activation of any Equipment. Company may change the notification
requirements with thirty (30) days written notice to Reseller.
5. Reseller shall provide Company with a master list of all Equipment ID ranges for all Equipment.
6. Company reserves the right to request a quarterly audit and/or reconciliation of the Equipment ID ranges by Reseller and/or
its Service Providers.
Exhibit 15
Intentionally Left Blank
Exhibit 16
Insurance
1.
Reseller shall at all times, at Reseller’s sole expense, maintain: (a) Commercial General Liability Insurance in the amount of
$5,000,000 per occurrence for bodily injury and property damage including contractual liability, personal/advertising injury and
products/completed operations. Such insurance coverage shall be maintained under one or more policies of insurance from
an insurance company with an A.M. Best rating of no less than A- and qualified to do business in the state of operation; (b)
Workers' Compensation insurance as required by applicable law, regulation or statute and Employers' Liability insurance with
limits of not less than One Million U.S. Dollars ($1,000,000) each accident/disease/policy limit; (c) Professional liability (Errors
and Omissions) insurance with a minimum limit of Five million U.S. Dollars ($5,000,000) per claim and aggregate covering the
actions or inactions of reseller in the performance or provision of professional services under this Agreement including
coverage for intellectual property risks, trademark and copyright infringement; and (e) such other insurance/bonds as
Company may reasonably require from time to time.
1.1 In the event Reseller makes commercially available any services that are health diagnostic in nature, or prescribe or otherwise
modify an End User’s or other Person’s therapy, Reseller shall maintain medical malpractice insurance reasonably satisfactory
to Company and otherwise in accordance with this Insurance Policy.
1.2 Limits may be satisfied through a combination of primary and/or excess umbrella coverage. Legal expenses shall be afforded
under each insurance policy outside of the policy limit so that legal expenses do not erode the limits of the policy.
1.3 Reseller shall name Company as an additional insured on the commercial general liability insurance. For the general
liability coverage the "insured vs. insured" exclusion will be modified accordingly to allow Company additional insured status
without prejudicing Company rights under the policy.
1.4 Reseller’s insurance shall be primary without contribution from Company coverage and shall include a waiver of subrogation in
favor of Company. Each insurance policy shall state by such policy that it shall not be canceled or materially changed without
at least thirty (3) days prior written notice to Company by registered mail
1.5
Reseller shall furnish Company with certificate(s) of insurance evidencing such insurance as required herein on execution of
this Agreement, with each policy renewal, and upon reasonable request thereafter, as Company deems necessary.
Exhibit 17
Intentionally Left Blank
Exhibit 18
Intentionally Left Blank
Exhibit 19
SIM Policy
1.
Definitions.
“Generic SIM” means a SIM card that has a Company-designated Number Location assigned to the SKU which is associated
with the Reseller MDN at the time of Activation.
“National Distributor” or “ND” means a Company-approved supplier of SIMs from which the Reseller may order Companyapproved SIMs for use on Company Facilities.
“Number Location” is a unique number designated by Company in Company Systems to Reseller MDNs and/or SIMs.
“SIM Card Manufacturer” or “SCM” means the Company-approved manufacturer which produces Company-approved SIM
cards for use on Company Facilities.
“Stock-Keeping Unit” or “SKU” means a number or code used to identify a model of SIM card available for Reseller’s
ordering from an ND for use on Company Facilities.
“Unique SIM” means a SIM card that is assigned a unique SKU and which is associated with a Company-designated Number
Location prior to Activation.
2.
Reseller Responsibilities.
2.1
SIMs, ICCIDs and IMSIs.
2.1.1
Reseller shall have a unique Company-designated SIM card SKU for each authorized SIM Card Manufacturer.
2.1.2
Reseller shall procure SIMs from Company, or from a Company-approved ND and/or SCM.
2.1.3
Reseller shall manage its SIM inventory, and SIMs may be re-used subject to Company’s then-current re-use
requirements.
2.1.4
Reseller shall exercise commercially reasonable efforts to have more than one (1) ND or SCM to help facilitate the availability
of SIMs for Reseller’s use.
2.1.5
Each unit of Equipment activated on Company Facilities for use with Company LTE Service shall have: (i) an MDN, (ii)
Company-designated SIM card SKU, and (iii) Company-allocated ICCID and IMSI.
2.1.6
As between Reseller and Company, Reseller acknowledges and agrees that Company has all right, title and interest in and to
Company information and Company-provided material on SIMs, including, but not limited to, ICCIDs and IMSIs.
2.1.7
In the event Reseller intends to Activate Unique SIM, Reseller must notify Company in writing no later than fourteen (14) days
prior to the placement of its order with the SIM supplier for each such Unique SIM. Failure to comply with the foregoing may
result in the delay of the fulfillment of your order.
2.2
Forecasting.
2.2.1
Reseller shall provide SIM/IMSI forecasts to Company in accordance with the requirements set forth herein.
2.2.1.1 Reseller shall use the Company provided SIM/IMSI forecast worksheet.
2.2.1.2 Reseller shall generate rolling 12-month (per month) forecasts of its SIM/IMSI requirements and shall submit to Company such
forecasts on or before the 3rd day following the close of the immediately preceding calendar quarter (i.e., on January 3, April 3
, July 3 , and October 3 of each calendar year). For example, the forecast submitted January 3, 2012 will have forecast
SIM/IMSI requirements by month for the period of April 1, 2012 through March 31, 2013.
SIM/IMSI requests greater than
originally submitted will be reviewed by Company on a case-by-case basis in an effort to accommodate Reseller’s request.
2.2
Under no circumstances shall Company or its Company Vendors be liable for the shortage or unavailability of SIM resources
including SIM cards, IMSIs and ICCIDs.
3.
Company Responsibilities.
3.1
Upon receipt of a request from an ND or SCM and Company’s approval thereof, Company shall specify and direct such
requesting party to load the Company-designated ICCIDs/IMSIs for inclusion with Reseller’s SIMs.
3.2
Company (or its applicable Company Affiliate) shall have all right, title and interest to Company materials on the SIM,
including, but not limited to, the ICCID and IMSI, and may access a SIM to change Company materials or non-Reseller
information at any time and utilize any capacity in the SIM for administrative, network, business and/or commercial purposes
as determined by Company.
3.3
As determined by Company in its sole discretion, Company may make, via OTA or alternate method programming, changes to
SIMs to, amongst other things, permit interaction of SIMs with Company Facilities, address Interference, update roaming and
other tables and/or implement Company-approved features requested by Reseller.
3.4
Company may upon thirty (30) day advance written notice modify this Policy.
4.
Policy Violations. In addition to Company’s termination rights under the Agreement, in the event of a violation of this Policy,
Company may, during the applicable cure period, permanently or temporarily suspend its obligations herein and/or
immediately deny or limit Reseller’s access to MDNs.
Exhibit 20
Intentionally Left Blank
Exhibit 21
BYOP Policy
1. Reseller shall use a Company (or, as applicable, Company Vendor)-designated API to enable End Users or prospective End Users
with a device to access a Company-designated System(s) for the purpose of determining if a device’s Equipment ID is present in such
Company-designated System. If (i) the Company-designated System(s) validates that such Equipment ID is determined to be in the
Company System,(ii) such device has a Company-designated rate plan(s) set forth in Exhibit 2A – Rate Plans and Feature Charges
and (iii) Reseller has complied with all terms and conditions of this BYOP Policy, then Company hereby authorizes the Activation of
such device on Company Facilities, provided however, that if it is later determined that an Activated device does not meet the BYOP
Eligible Phone definition, or that Reseller is not otherwise compliant with the requirements of this Policy, then Reseller shall deactivate
such device in accordance with the terms of Section 8, below.
2. Reseller shall establish a rate plan(s) on Company’s Postpaid and Prepaid Platforms (including Company’s usage control platform)
for the Activation of BYOP Eligible Phones.
3. While the Agreement is in effect, Company shall route End User 611 calls to Reseller.
4. Reseller acknowledges and agrees that Reseller shall be solely responsible for building any required interfaces to Company (or, as
applicable, Company Vendor)-designated Systems now or later utilized by Company (or, as applicable, Company Vendor) to enable the
BYOP program in accordance with Company’s specifications and requirements, and for procuring, building and implementing any other
required components, including back office system enhancements. Company shall cooperate with Reseller in good faith in making any
reasonably necessary information and specifications available to Reseller in a reasonably timely manner to build such required
interfaces.
5. Reseller acknowledges and agrees that any Company-branded applications on the BYOP Eligible Phones will not operate or
operate as intended once Activated by Reseller on Company Facilities.
6. Reseller shall direct End Users with BYOP Eligible Phones to contact only Reseller for any assistance in connection with its BYOP
program including, but not limited to, device assistance and service assistance. In the event Company receives a 611 call from an End
User with a BYOP Eligible Phone or Company (including its agents and Company Vendors) is otherwise contacted by an End User for
any purpose whatsoever in connection with, arising from, or related to the BYOP program, Company shall send notice to Reseller of
any such occurrence. Company and Reseller shall agree upon correction action(s) to be taken by Reseller to avoid such
occurrence(s). If Reseller fails to enact such corrective actions, each future occurrence shall be a violation of the Agreement, and
Company, in addition to all other rights and remedies it has under the Agreement, reserves the right to charge Reseller up to one
thousand dollars ($1,000.00) per each such occurrence, and Reseller shall pay Company such charges in accordance with its payment
obligations pursuant to the Agreement. Reseller shall routinely evaluate and improve customer communications to ensure compliance
with the BYOP program.
7. Reseller shall not (i) target then-current retail customers of Company or any Company Affiliate to intentionally induce, influence,
incent or suggest that, any such customer terminate their service with Company and purchase any Reseller services for use with BYOP
Eligible Phones or (ii) suggest in any way, directly or by implication, that a BYOP program or the Company Service provided to any
BYOP Eligible Phone involves or is in any way related to Company (or any Company Affiliate), Company (or Company Affiliate) devices
or Company Facilities, including, but not limited to, (a) a response via any forum (including, but not limited to social media Internet
websites such as Facebook and any Reseller publicly accessible forum) to a specific End User’s or a prospective End User’s request
for information regarding the Facilities on which the Company Service is provided. Subject to these restrictions, Reseller may
advertise, promote or market Reseller’s bring-your-own-phone program to the general public or its customer base. It shall not be a
violation of Article VIII of the Agreement for Reseller to use “Compatible CDMA phone” when advertising, promoting or marketing a
bring-your-own-phone program.
8. Without limiting Company’s rights under Section 5.9 “Interference” of the Agreement, in the event Reseller (including without
limitation End Users) violates the terms and conditions of the BYOP program, Company shall provide Reseller with a written notice of
the violation, and, using best efforts, Reseller shall cure such curable violation within twenty-four (24) hours of receipt of Company’s
notice, provided however that if the violation cannot reasonably be cured within the twenty-four (24) hour period, Reseller shall begin
the cure process within such twenty-four (24) hours and complete such process within five (5) days. If such curable violation remains
uncured and is not waived by Company in writing, Company may, in its sole discretion, and in addition to all other rights and remedies
pursuant to the Agreement: (i) immediately deactivate, suspend or terminate Company Service to any or all devices (including MDNs)
Activated on and after the first day of the violation to which Company provides Company Service in connection with Company’s BYOP
program; (ii) suspend Reseller’s access to Company (or, as applicable, Company Vendor) Systems in connection with the BYOP
program yet will make available the appropriate Systems to support the MDNs Activated prior to the time of the violation; and/or (iii)
suspend or terminate the BYOP program made available to Reseller. Notwithstanding the foregoing, in the event that exigent
circumstances require Company to take immediate action, Company (or, as applicable, Company Vendor) may deactivate, suspend or
terminate Company Service to any device that does not meet the definition of a BYOP Eligible Phone without first giving Reseller
advance notice of non-compliance or an opportunity to cure such non-compliance; in such event, Company shall provide written
notification of such action promptly thereafter. There shall be no cure period for any violation which by its nature is incurable.
9. Company makes no further representations or warranties in the Agreement in connection with the BYOP program, BYOP Eligible
Phones (including, but not limited to, any Company or third party software and/or applications), or Reseller’s or End Users’ use of
BYOP Eligible Phones. Company and its Company Affiliates shall not be liable for, and Reseller shall defend, indemnify and hold
harmless Company and its Company Affiliates from any and all Losses, regardless of when the Losses occur, that arise or result from
any action brought by any third party in connection with Reseller’s BYOP program, including, but not limited to, BYOP Eligible Phones
activated by Reseller. Reseller agrees that Company and its Company Affiliates shall not be subject to any liability as between Reseller
and Company (or Company Affiliate) as a result of having made available the BYOP program for Reseller’s use.
10. Reseller may terminate its participation in Company’s BYOP program at any time upon written notice to Company.
Company may, in its sole discretion and without cause, immediately upon notice (i) modify or terminate the BYOP program, or (ii) revise
the terms and conditions of the BYOP program. In the event Company terminates the BYOP program pursuant to this section 10,
Company agrees to continue to provide Company Service to Active MDNs pursuant to the terms of the Agreement that were Activated
pursuant to the BYOP program. Reseller agrees that termination or any revision by Company will not result in liability to Company or
any Company Affiliates and that termination or revision of a BYOP program shall not be cause for a claim by Reseller against Company
or any Company Affiliates for any damages whatsoever, whether direct, indirect, special, consequential, or other damages.
Exhibit 22
Intentionally Left Blank
Exhibit 23
Training and Support, Call Center Services and Sales Support
Company (either directly or through a Company Vendor as determined by Company) will make available to Reseller, to be used solely
in connection with Reseller’s purchase of Company Service and Equipment under the Agreement, the services set forth below
(collectively, “Support Services”) at the rates and charges set forth below. The terms set forth in this Exhibit 23 shall be subject to all
other terms of the Agreement (including for the avoidance of any doubt, but not limited to, Reseller’s obligations and Company’s rights
set forth in the following provisions of the Agreement regardless of whether such provisions expressly refer to “Support Services”:
Sections 4.4, 5.1-5.3, 5.5-5.7, 5.11-5.15, 6.1.2, 6.1.3, 7.1-7.3, 7.5-7.7, and Articles VIII-XI). Capitalized terms not otherwise defined
below shall have the meanings set forth in the Agreement. Company, in its sole discretion, may modify and/or cease providing any or
all Support Services at any time.
1.
Training and Support. Company will make available to Reseller’s applicable employees training and support as set forth
below in this Section 1 (“Training and Support”). Such Training and Support will be available at no charge for a period of one hundred
eighty (180) days after the Effective Date of the Agreement.
1.1
Company will provide an initial training session to assist Reseller’s applicable employees with basic knowledge and selling of
wireless voice and data services. Such initial training session will consist of a brief, web-based seminar on the basics of the wireless
voice and data market. Company will arrange such training session upon Reseller’s request.
1.2
Company will also make available from time to time web-based training sessions on topics determined by Company that are
related to Company Service and/or Equipment purchased by Reseller. Such training sessions will vary by topic and complexity, and the
sessions will typically last for a period of one (1) to three (3) hours.
1.3
Company in its sole discretion may limit the number of Reseller employees eligible to receive the Training and Support set
forth in this Section 1.
2.
Call Center Services. Company will make available to Reseller “second level” customer service and support (as described
further in Sections 2.1-2.3 below) for Reseller’s End Users (“Call Center Services”). In all cases, Reseller’s End-User must first contact
Reseller, and Reseller, after attempting to resolve the issue presented, may then seek Call Center Services. Reseller will perform all
End-User billing resolution services, and such services are not included in Call Center Services. Customer may request Call Center
Services either by submitting a trouble ticket request using the CLEC Self-Service Ticketing tool (CSST) (or such other System as
Company may specify from time to time) or by calling the VPSC Mobility Center at such number as Company may specify from time to
time.
2.1
For trouble tickets submitted electronically, Company will typically review the ticket and forward it to a Company Vendor as
determined by Company. The Company Vendor typically will then contact Reseller and resolve the issue (or complete appropriate
efforts in an attempt to resolve the issue) and follow-up with instructions to the VPSC Mobility Center to close out the contact. The
VPSC Mobility Center will note the resolution on the trouble ticket and then close the trouble ticket.
2.2
For trouble tickets submitted via telephone, the VPSC Mobility Center will typically open a trouble ticket with issue information
while the VPSC Mobility Center representative has the Reseller representative and Reseller’s End-User on the line. The VPSC Mobility
Center may ask questions to identify the reason for the inquiry and to determine what work group is appropriate to assist End User. If
Company Vendor support is needed, VPSC Mobility Center will “warm transfer” the call to the Company Vendor’s Wireless Technical
Support group. The VPSC Mobility Center will inform the caller(s) that they will be transferred to the Wireless Technical Support group,
“warm transfer” the call to such group, introduce the Wireless Technical Support Group contact, and then drop off the call. The
Company Vendor will attempt to resolve the issue while on the call or will follow-up with the End User as appropriate. Once the
Company Vendor resolves the issue (or after completing appropriate efforts in an attempt to resolve the issue) the Company Vendor
will instruct the VPSC Mobility Center to close out the contact. The VPSC Mobility Center will enter the Company Vendor resolution
into the trouble ticket and then close the trouble ticket.
2.3
End User’s issues may include, but are not necessarily limited to, difficulties in activating Company Service and/or Equipment,
“How do I” questions relating to Company Service and/or Equipment, and device training and troubleshooting relating to Company
Service and/or Equipment; provided, however, that in no event shall Company or any Company Vendor be required to undertake any
trouble resolution efforts or take any other action except as determined by Company in its sole discretion.
3.
Sales Support. Company, via a Company Vendor, will make available a sales support line for Reseller’s sales personnel to
access for sales support assistance relating to Company Service and/or Company Equipment as set forth in this Section 3 (“Sales
Support”). The Company Vendor will, to the extent related to Company Service and/or Equipment and subject to any restrictions that
Company may impose in its sole discretion from time to time, answer appropriate prospect questions, review sales proposals, and
consult on Reseller selling solutions and strategies. The Company Vendor may, upon Reseller’s reasonable request, participate with
Reseller in joint sales calls with Reseller. For the avoidance of any doubt, Reseller shall not use Sales Support for any purpose that is
contrary to applicable law and Reseller shall take such measures as are necessary to ensure compliance with this requirement.
4.
Pricing. For a period of one-hundred eighty (180) days after the Effective Date of the Agreement (the “Initial 180-Day
Period”), Company will not charge Reseller for Call Center Services or Sales Support. After the Initial Period, Company will make Call
Center Services and Sales Support available to Reseller at the following rates per Active Wholesale MDN:
Cellular Phones
$1.50
PDA’s/Smartphones/AirCards
$2.50
If Reseller does not wish to continue to have access to Call Center Services and Sales Support after the Initial 180-Day Period,
Reseller must notify Company in writing at least forty-five (45) days prior to the end of such period. If Reseller does not provide such
notice by such date but thereafter wishes to terminate access to Call Center Services and Sales Support, then Reseller may terminate
such services by notifying Company in writing at least thirty (30) days in advance of the termination date (which date must be no earlier
than thirty (30) days after the end of the Initial 180-Day Period). Reseller shall pay Company for Call Center Services and Sales
Support at the rates specified above for any period as to which Reseller did not terminate such services in accordance with the
requirements set forth in this Section 4.