EXHIBIT 10.3
ADSL SERVICE AGREEMENT
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Xxxx Atlantic Network Integration, Inc.
This Agreement is entered into the 24th day of August, 1999 by and between Xxxx
Atlantic Network Integration, Inc. ("BANI") and Xxxxxxxxxxx-Xxxxxxx.xxx, Inc.
("Customer").
WHEREAS Customer desires to procure services from BANI in order to provide
Asymmetric Digital Subscriber Line ("ADSL") service, Internet access, and other
ancillary services (collectively the "Service" as further described in Section
1) to its customers (hereinafter referred to as "Subscriber"); and
WHEREAS BANI possesses the skills and knowledge to provide the Service, as
further described below.
NOW THEREFOR, the parties, intending to be legally bound, agree as follows:
1. Description of Service:
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BANI shall furnish Customer with Services over existing telephone lines which
consist of the following components, as further described in Attachment E for
the fees set forth on Attachment A:
. ADSL transport service from the home to the local central office (wire
center) where loop qualified
. DSL Internet Access Service
. Installation of DSL Service, activation of Internet access and inside wire
. Network management service for trouble resolution throughout the entire BANI
network utilizing a robust network management system to monitor, detect,
isolate and restore Service.
. Technical support to Customer's System Administrator via a help desk, 24
hours a day, 7 days a week. BANI will not provide technical support to
Subscribers.
BANI will provide Customer with an implementation plan within thirty (30) days
after execution of the Agreement.
2. Terms of Service Use
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2.1 Terms of Use. Customer and Subscribers shall use the Service for lawful
purposes only. Furthermore, Customer and Subscriber agree to comply with the
BANI Acceptable Use Policy ("AUP") set forth in Attachment B (which is
incorporated herein). This section may be amended by BANI from time to time by
providing at least thirty (30) days written notice to Customer. Customer may
also visit BANI's web site at www. biz. bellatlantic. net to review the AUP and
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any such changes. The use of the Service by Customer or Subscribers after any
change by BANI to the terms and conditions or policies will constitute
acceptance of any changes. If Customer or Subscribers violate any of the AUP,
the use of the Service maybe immediately terminated or suspended by BANI without
prior notice. BANI shall be under no obligation to monitor the compliance of
Customer or Subscriber with such terms and conditions or policies.
2.2 Global Service Provider. Under current regulatory requirements, Customer
must select a global service provider ("GSP") which is connected to the Service
to enable Customer to connect to Internet-based services, other parties,
networks, and sites outside of certain calling areas known as LATAs. A list of
the GSPs which are connected to the Service may be obtained from time to time
from BANI. BANI makes no endorsement or recommendation with respect to any GSP
or service that such GSP provides. The GSP and the services the GSP provide are
completely separate from BANI and the Service. BANI shall have no liability or
responsibility to Customer with respect to any actions or inactions by the GSP
or the service the GSP provides.
3. Payment for the Service
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3.1 Rates and Invoicing. BANI will provide an aggregate invoice to Customer
for all subscribers, with a detailed summary of each account. Customer will pay
BANI for the Services on a per Subscriber basis at the rates set forth on
Attachment A and Section 4 in U.S. dollars. In addition, Customer agrees to pay
any applicable taxes, including but not limited to sales and value-added taxes.
BANI will invoice Customer monthly in advance of Services. Payment from Customer
is due net thirty (30) days from the date of the invoice. If BANI contracts to
provide Services at a lower rate than those set forth in Attachment A, to a
similarly situated commercial customer under substantially similar terms and
volumes as this Agreement, then BAN I will pass the lower rate on to Customer
within thirty days of the effective billing date of the other contract.
3.2 Late Fees. BANI may charge Customer, and Customer agrees to pay a fee for
late payment at the lesser of one and one-half percent (1.5%) per month, or the
highest rate permitted by law. Customer's failure to remit payment on a timely
basis shall constitute a breach and default under this Agreement, and may result
in the suspension of Service or termination of this Agreement without prior
notice to Customer or its Subscribers.
3.3 Costs of Collection. Customer agrees to pay to BANI any collection costs,
attorneys' fees and other expenses incurred by BANI in connection with its
attempt-to collect any unpaid balance owed by Customer.
3.4 GSP Charges. Customer is responsible for the payment of charges by the GSP
selected by the Customer. Such charges may be billed directly to Customer by the
GSP, or may appear on Customer's xxxx from BANI if BANI provides billing
services on behalf of the GSP, in which case Customer will pay all GSP charges
to BAN I with no right of set off.
4.0 Minimum Customer Commitments
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4.1 Customer guarantees a minimum of one thousand (1000) Subscribers beginning
at the end of the second year and shall be defined as the "Minimum Subscriber
Commitment". Beginning in month thirteen (13) Customer shall maintain a minimum
of 1000 accounts each month throughout the Term of the Agreement.
4.2 Customer may fulfill its Minimum Subscriber Commitment by ordering the
Service in any state, territory or jurisdiction where the Service is offered by
BANI.
5.0 Equipment
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At Customer's option, BANI agrees to provide Equipment for each installation at
the prices set forth in Attachment A.
6.0 Upgrade of Service
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All Service improvements offered by BANI will be made available to Customer when
commercially available and on the same terms as to other customers of the
Service. At any time during the Term, Customer may upgrade to any DSL based
services offered by BANI as part of its service and such orders will count
towards the Customer's Minimum Subscriber Commitment. These orders can be in
addition to the ADSL-based Services or may replace the ADSL-based Services, at
Customer's option.
7. Term, Termination and Suspension
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7.1 Term. The term of this Agreement shall begin on the date this Agreement is
executed by Customers representative, and shall continue for thirty six (36)
months. This Agreement shall automatically renew for additional one year terms
unless Customer provides BANI with written notice of intent to discontinue the
Service not less than thirty (30) days prior to the end of the term. After the
expiration of this Agreement, Customer shall cease marketing and distribution of
the Service.
7.2 BANI Termination or Suspension of Service. BANI may, with cause, suspend
Service to any Subscriber immediately without notice as provided in other
sections of this document. In the event a legislature, regulatory agency, court
or other governmental entity materially and adversely changes the rights,
obligations or risks of Xxxx Atlantic with respect to provision of ADSL, then
BANI may terminate this Agreement by providing at least ninety (90) days advance
written notice thereof to Customer.
7.3 Customer Early Termination. After the execution of this Agreement,
Customer may cancel the Services upon sixty (60) days prior written notice in
advance of the effective date of such cancellation date. In such case, Customer
shall pay to BANI all charges for Services provided through the effective date
of such cancellation plus a cancellation charge in an amount equal to the
balance of the monthly Service charges for the Minimum Subscriber Charges that
would otherwise have become due for the unexpired balance of the Term.
7.4 Termination for Default. Either party may terminate this Agreement without
liability to the other party immediately by written notice in the event the
other party (i) materially breaches this Agreement and fails to cure such breach
within thirty (30) days following written notice thereof, or if such breach
cannot reasonably be
cured during that time, uses its best efforts to cure such breach as soon as
practicable but in any event within ninety (90) days, (ii) engages in fraud,
criminal conduct or willful misconduct in connection with the business
relationship of the parties, or (iii) becomes insolvent, becomes involved in any
liquidation or termination of its business, is adjudicated a bankrupt or effects
an assignment for the benefit of creditors.
8. Customer Responsibilities
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8.1 Customer will supply their own customized browser as client software which
is specific to Customers operating environment, as well as the Ethernet card and
10BaseT Jumper cabling.
8.2 Customer agrees to manage all Tier 1 helpdesk support. Tier 1 helpdesk
support includes:
8.2.1 initial and on going telephone, email or fax support for issues
regarding initial installation of Service. This includes hardware such as
modem, personal computer and telephone setup.
8.2.2 all Subscriber interfaces for on going application support such as
email, web browser(s), news readers, irc clients or other plug-ins.
8.2.3 all on going hardware and software connectivity issues including
modems, conflicts with telephone answering devices, local and customer
premise telephony problems, peripheral devices, operating systems and other
software conflicts.
8.2.4 all Subscriber interfaces for on going support for Internet
connectivity including outages, service interruptions, busy signals and
maintenance periods.
8.3 Customer agrees to select a GSP from a list of qualified carriers who have
agreed to interconnect with Xxxx Atlantic Network. The GSP is not affiliated
with BANI and independently establishes the charges, terms and conditions for
its service.
9. Marketing And Distribution Of Service
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9.1 Subject to the terms and conditions specified in Attachment C and
incorporated fully herein, during the term of this Agreement, Customer is
authorized by BANI to use the trademarks, trade names, logos and designations
used by BANI for the Service in connection with Customer's distribution and
promotion of the Service. Customers use of such trademarks, trade names, logos
and designations shall be in accordance with BANI's policies in effect from time
to time, including but not limited to trademark usage and cooperative
advertising policies. Customer shall not advertise, market or otherwise disclose
to others any information relating to the making of this Agreement, nor
commercially use BANI's name, without BANI's express written consent.
9.2 Customer understands that BANI may enter into arrangements similar to this
Agreement with third parties. Similarly BAN[ understands that Customer may enter
into arrangement similar to this Agreement with third parties, provided Customer
meets their obligations herein.
9.3 Customer agrees to: (a) conduct business in a manner that reflects
favorably at all times on the good name, goodwill and reputation of Xxxx
Atlantic and BANI; (b) avoid deceptive, misleading or unethical practices that
are or might be detrimental to BANI, the Services, or the public; (c) make no
false or misleading representations with regard to BAN I or the Services; (d)
not publish or employ, or cooperate in the publication or employment of, any
misleading or deceptive advertising material with regard to the Services; and
(e) make no representations, warranties or guarantees to Subscribers or to the
trade with respect to the specifications, features or capabilities of the
Services that are inconsistent with the literature distributed by BANI.
10. No Endorsement
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10.1 Customer agrees that: (a) BANI's link to a web site as part of the Service
does not in any way represent or imply an approval of, or a determination of the
quality of, the product or service described in
the web site, or an endorsement, sponsorship or recommendation of the product or
service; and (b) the links provided with the Service are maintained by third
party organizations or entities and those third party entities or organizations
are solely responsible for the web site's content.
10.2 The use of the Service by Customer and Subscribers is completely at their
own risk. BAN I shall in no way be responsible or liable to Customer or its
Subscribers for any loss or damage as a result of the use of the Service.
Customer acknowledges and agrees that although BANI shall make every reasonable
effort to provide continuous, uninterrupted, and expedient Service available to
Customer and Subscribers, interruptions in Service may occur as normal events in
the provision of Service. Customer also agrees and acknowledges that through the
use of the Service, Customer and Subscribers may have access to information
which may be sexually explicit, obscene or offensive, or otherwise unsuitable
for minors under the age of eighteen (18) years old. Customer acknowledges that
BANI has no control over such information. BAN I shall provide Customer with a
Service Level Guarantee, when commercially available from BANI.
11. Consequential Damages and Limitation of Liability
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11.1 Customer agrees that all information provided on the Service, and the
Service itself, is provided "AS IS" and on an "AS AVAILABLE" basis.
11.2 BANI DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED,
INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE, ANY WARRANTY THAT THE SERVICE OR ANY ASSOCIATED
SOFTWARE OR NETWORK TRANSPORT WILL BE UNINTERRUPTED OR ERROR FREE OR ANY
WARRANTY THAT TRANSMISSIONS OF INFORMATION, DATA OR COMMU141CATIONS THROUGH THE
SERVICE ARE SECURE. IN NO EVENT SHALL BANI BE LIABLE TO CUSTOMER OR ITS
SUBSCRIBERS FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES,
INCLUDING WITHOUT LIMITATION, LOST PROFITS OR LOSS OR DAMAGE TO DATA ARISING OUT
OF THE USE, PARTIAL USE OR INABILITY TO USE THE SERVICE, EVEN IF BANI HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND CUSTOMER, FOR ITSELF AND ITS
SUBSCRIBERS, SUCCESSORS AND ASSIGNS, WAIVES ITS RIGHTS TO SUCH DAMAGES. BANI"S
ENTIRE LIABILITY TO CUSTOMER AND ITS SUBSCRIBERS, AND THE EXCLUSIVE REMEDY OF
CUSTOMER AND ITS SUBSCRIBERS UNDER THIS AGREEMENT, FOR ANY CLAIM, WHETHER IN
CONTRACT (INCLUDING BREACH OF WARRANTY), OR IN TORT (INCLUDING NEGLIGENCE, GROSS
NEGLIGENCE AND INTENTIONAL MISCONDUCT), SHALL BE LIMITED TO THE TOTAL AMOUNT
PAID BY CUSTOMER TO BANI FOR THOSE SERVICES UPON WHICH THE LIABILITY IS BASED.
In the event the above-referenced exclusion is not permitted by state law,
BANI's liability shall be limited to the greatest extent permitted by law.
12. Indemnification
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Customer shall indemnify, save, protect, hold harmless and defend BANI, its
employees, officers, directors, agents and affiliates for any claims for damages
of any kind (including but not limited to claims for attorneys' fees) brought or
asserted by a third party against BANI based in whole or in part on Customer's
breach of this Agreement or the use of the Service by Customer or Subscribers.
13. Contingencies
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Neither party shall be liable for delays, damages or failures in performance due
to causes beyond their reasonable control, including, but not limited to, acts
of a governmental body, acts of God, acts of third parties, fires, floods,
strikes or other labor-related disputes, or an inability to obtain necessary
services. This Section shall also include Customer's inability to meet Minimum
Subscriber Commitments, as defined in Section 4, due the BANI's inability to
provide ADSL installation.
14. Miscellaneous
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14.1 Severability. If any of the terms or conditions in this Agreement are
properly found to be invalid or unenforceable by a government body, the
remaining terms or conditions of this Agreement shall not be affected by the
finding and shall continue to apply.
14.2 Governing Law. This Agreement shall be governed by the laws of the
Commonwealth of Virginia, without regard to its conflict of law rules.
14.3 No Waiver. BANI's failure at anytime to enforce any of the provisions of
this Agreement or any right or remedy available to it under this Agreement or at
law or in equity, or to exercise any option provided in this Agreement shall in
no way be construed to be a waiver of such provisions, rights, remedies or
options or in any way to affect the validity of this Agreement. The exercise by
BANI of any rights, remedies or options provided under this Agreement or at law
or in equity shall not preclude or prejudice BANI from exercising thereafter the
same or any other rights, remedies or options.
14.4 Entire Agreement. This Agreement, and the documents incorporated by
reference, are the entire agreement between Customer and BANI on the subject
matter of this Agreement and supersedes all prior representations,
understandings or agreements on the subject matter of this Agreement including,
without limitation, any marketing or promotional material that may be supplied
by BANI.
This Agreement includes the following Attachments:
Attachment A - Service Rates
Attachment B - Acceptable Use Policy
Attachment C - License To Use BANI Trade Names And Trademarks
Attachment D - Escalation Procedures for Ongoing Support Group
Attachment E - Service Description and Architecture
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
as of the day and year first above set forth.
Xxxx Atlantic Network Integration, Inc. Xxxxxxxxxxx-Xxxxxxx.xxx, Inc.
0000 Xxxxxx Xxxxxxx Xxxxx #000, 10751 Shellbridge Way
Reston, VA 2019I Xxxxxxxx, X.X. X0X 0X0
By: /s/ Xxxxxxx Xxxxx By: /s/ Xxxx X. Xxxxxxxxx
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Print Name: Xxxxxxx Xxxxx Print Name: Xxxx X. Xxxxxxxxx
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Title: Director Product Management Title: President
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Date: August 25, 1999 Date:
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Attachment A
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Service Rates
Monthly Subscriber Rates
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Single User GSP Rate
Internet
Access
640/90 $ 42.95 $4.00
1.6/90 $ 61.05 $5.50
7.1/680 $127.95 $9.00
Non recurring installation and activation fees per Subscriber
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Infospeed $ 99.00
Internet Access $ 25.00
Installation of CPE $180.00
No Access Charge $ 63.00
Choice of GSP
Qwest Internet Solutions ____________________
GTE Internetworking__________________________
Equipment Rates
Item Retail Price
Westell DSL Modem (DMT) $ 299
Westell DSL Modem (CAP) $ 325
Efficient Networks Speedstream 3060 (DMT) $ 159
Efficient Networks Speedstream 4060 (DMT) $ 259
3Com Etherlink NIC - ISA $ 49.95
3Com Etherlink NIC - PCI $ 59.95
3Com Etherlink NIC - PCM/CIA $149.95
RJ14 Phone Cable $ 2.80
DSL Modular Splitter $ 42.05
Swapper- pin-out changer for DIVIT modem $ 1.30
Wall in-line Phone Filter $ 14.40
Desk-mount Phone Filter $ 3.55
RJ 11 Duplex Xxxx $ 2.55
Attachment B
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Acceptable Use Policy
1. This Attachment B, "Acceptable Use Policy" sets forth the BANI policy on
the acceptable use by Customer and Subscribers ("you" or "your") of the Service.
It is designed to help protect the Service, BANI's customers and the Internet
community, from irresponsible or illegal activities.
2. You may not use the Service as follows: (a) for any unlawful, improper or
criminal purpose or activity; (b) to post or transmit information or
communications -that, whether explicitly stated, implied, or suggested through
use of symbols, are obscene, indecent, pornographic, sadistic, cruel, or racist
in content, or of a sexually explicit or graphic nature; or which espouses,
promotes or incites bigotry, hatred or racism; or which might be legally
actionable for any reason; (c) to attempt to access the accounts of others, or
attempting to penetrate security measures of BANI or other entities' systems
("hacking") whether or not the intrusion results in corruption or loss of data;
(d) to xxxxxxx individuals or newsgroups with uninvited communications, data or
information, or other similar activities, including but not limited to
"spamming" or "flaming"; (e) to transmit unsolicited voluminous emails (for
example, spamming) and to intercept, interfere with or redirect email intended
for third parties using the Services; (f) to introduce viruses, worms, harmful
code and/or trojan horses on the Internet; (g) to post information on newsgroups
which is not in the topic area of the newsgroup; (h) to interfere with another
person's usage or enjoyment of the Internet or this Service; (i) to post or
transmit information or communications that are defamatory, fraudulent, obscene
or deceptive, including but not limited to scams such as "make-money-fast"
schemes or "pyramid/chain" letters; (j) to damage the name or reputation of
BANI, its parent, affiliates and subsidiaries, or any third parties; (k) to
transmit confidential or proprietary information, except solely at your own
risk; (1) to violate BANI's or any third party's copyright, trademark,
proprietary or other intellectual property rights, including trade secret
rights; (m) to attempt to subvert, or to aid third parties to subvert, the
security of any computer facility; (n) to generate excessive amounts (as
determined by BANI in its sole discretion) of Internet traffic, or to disrupt
net user groups or email use by others; (o) to engage in activities designed to
or having the effect of degrading or denying Service to BANI users or others
(including activities that compromise a server, router, circuit or software; (p)
to use any name or xxxx of BANI, its parent, affiliates or subsidiaries, as a
hypertext link to any Web site or in any advertising publicity or other
commercial manner; (q) to use your BANI account for the purpose of operating a
server of any type; (r) using the Service or the Internet in a manner intended
to threaten, harass, intimidate, or in a manner that tends to damage the name or
reputation of BANI, its parent, affiliates or subsidiaries; (s) causing the
screen to "scroll" faster than other subscribers or users are able to type to
it, or any action that has a similar disruptive effect, on or through the
Service; (t) using the Service to disrupt the normal flow of online dialogue,
(u) using the Service to violate any operating rule, policy or guideline of any
other online services provider or interactive service; (v) attempting to subvert
or to aid third parties to subvert, the security of any computer facility or
system connected to the Internet; (w) impersonating any person or using a false
name while using the Service; (x) damaging the name or reputation of BANI, its
parent, affiliates or subsidiaries; (y) installing "auto-responders," "cancel-
bots" or similar automated or manual routines which generate excessive amounts
of net traffic, or disrupt net user groups or email use by others; (z) making
false or unverified complaints against any BAN[ subscriber, or otherwise abuse
any of BAN I complaint response procedures; (aa) using software or any other
devise that would allow your account to stay logged on while you are not
actively using the Service or using a BANI account for the purpose of operating
a server of any type; (bb) exporting software or any information in violation of
US export laws; or (cc) using the Service in contravention of the limitations of
the pricing plan you have chosen.
3. You shall comply with all applicable local, state, national and
international laws and regulations, including those related to data privacy,
international communications, and exportation or technical or personal data.
You represent that you are not a specifically designated individual or entity
under any, US embargo or otherwise the subject, either directly or indirectly
(by affiliation, or any other connection with another party) to any order issued
by any agency of the US Government limiting, barring, revoking or denying, in
whole or in part your US export privileges. You agree to notify BANI if you
become subject to any such order.
4. You shall not delete any proprietary designations, legal notices or other
identifiers belonging to third parties from any information obtained or sent
using the Services. You agree to obtain all required permissions if you use the
Service to receive, upload, download, display, distribute, or execute software
or perform other works protected by intellectual property laws including
copyright, trademark, trade secret and patent laws. You
agree to cooperate with BANI and provide requested information in connection
with all security and use matters.
5. BANI reserves the right to cooperate with legal authorities and/or injured
third parties in the investigation of any suspected crime or civil wrong.
6. BANI reserves the right, but shall be under no obligation, to monitor your
compliance, or the compliance of other subscribers, with the terms, conditions
or policies of this Agreement.
Attachment C
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License To Use BANI Trade Names And Trademarks
Subject to the terms and conditions specified in this Agreement, BANI hereby
grants to Customer, for the term of this Agreement, a limited non-exclusive,
non-assignable license to use the trade names, trademarks and service marks
(hereinafter "Licensed Marks") for purposes of marketing the Services for
resale.
BANI will provide Customer with the specifications and restrictions on using the
Licensed Marks. Customer may use these Licensed Marks solely as depicted in
graphic configurations to be provided by BANI.
Customer shall not use the Licensed Marks in any format other than the most
recent graphic configurations as provided by BANI. Customer shall not use any of
the Licensed Marks as part of its corporate name, trade name or business name.
Customer further agrees to abide by such policies, standards and practices
regarding the use of the Licensed Marks as BANI may establish and provide
written notice of from time to time.
Customer shall submit to BANI for prior review and approval, all advertising,
including, without limitations, sales brochures, promotional materials, business
cards, letterhead, press releases, Internet and other electronic listings, and
other items or materials in which the Licensed Marks are used. Customer shall
not publish, distribute or use any such advertising without the prior written
approval of BANI.
In order to comply and continue in compliance with applicable trademark law,
including the U. S. Trademark Act of 1946, 15 U.S.C. Section 1051, et seq., with
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respect to control by BANI of the nature and quality of the marketing of
Products and Services for Resale by Customer with the Licensed Marks:
Customer shall ensure that all advertising under the Agreement performed by
Customer in connection with the Licensed Marks complies with all applicable
Federal, State, and Local laws and regulations.
Customer shall comply with all guidelines outlined by BANI and such other
quality control policies, standards and practices related to the Licensed Marks
as BANI may adopt and provide written notice of from time to time.
BANI shall have the right, at all reasonable times, to conduct an examination of
the facilities of Customer in conjunction with Customer's use of any Licensed
Marks to determine whether Customers obligations under this Agreement comply
with the BAN I policies, standards and practices for the use of the Licensed
Marks.
If at any time Customer fails to comply with this Agreement or with BANI
policies with respect to the advertising permitted herein, standards and
practices for such advertising, or Customer's use of the Licensed Marks fails to
comply with this Agreement or with BANI's policies, standards and practices,
BANI may suspend or terminate Customers license to use the Licensed Marks and/or
terminate this Agreement.
Customer acknowledges the value of the Licensed Marks and 'the goodwill
associated therewith and acknowledges that such goodwill is a property right
belonging to BANI or to BANI's parent or affiliated companies and that BANI or
BANI's parent or affiliated companies are the owners of all trademarks, service
marks, trade names, and other rights in the Licensed Marks. Customer
acknowledges that nothing contained in this Agreement is intended as an
assignment or grant to Customer of any right, title or interest in or to the
Licensed Marks and that this Agreement does not confer any right or license to
grant sublicenses to third parties, including but not limited to Customer's
representatives, agents, or subcontractors, to use any Licensed Xxxx. Customer
shall not challenge the title or any right of BANI or BANI's parent or
affiliated companies in and to the Licensed Marks or benefit therefrom, or make
any claim or take any action adverse to BANI or BANI's parent or affiliated
company's ownership of the Licensed Marks. All rights, if any, that may be
acquired by use of the Licensed Marks by Customer shall inure to the benefit of
and be on behalf of BANI and BANI's parent and affiliated companies. Customer
shall not adopt, use (other than as authorized herein), register or seek to
register any trade name, trademark or service xxxx anywhere in the world which
is identical to any Licensed Xxxx or which is so similar thereto as to
constitute a deceptive colorable imitation thereof or to suggest or imply some
association, sponsorship or endorsement by BANI or BANI's parent or affiliated
companies. BAN[ warrants that it is the owner of the Licensed Marks or has the
right to grant the rights with respect to the Licensed Marks.
Customer agrees to notify BANI of any unauthorized use of the Licensed Marks by
others promptly as it comes to Customers attention. BAN[ and its parent and
affiliated companies shall have the sole right to engage in infringement or
unfair competition proceedings involving the Licensed Marks.
Upon termination or expiration of this Agreement, the license to use the
Licensed Marks granted hereunder shall cease to exist and Customer shall
immediately cease any use of such Licensed Marks. Customer shall also promptly
destroy or return to BANI all materials in its possession or control displaying
the Licensed Marks.
Customer shall not, without the prior written approval of BAN[, use in any items
or materials in which the Licensed Marks are used (including, but not limited to
communicational materials in which the Licensed Marks are used), directly or by
inference or implication, the name or brand of any person or entity other than
Customer or the Xxxx Atlantic companies. Customer shall notify BANI in advance
of the proposed use of the name or brand of a person or entity other than
Customer or the Xxxx Atlantic companies in items or materials in which the
Licensed Marks will be used. BANI shall have forty-five (45) days after being
notified of such proposed use to approve or disapprove of the proposed use. BAN
I approval or disapproval of the proposed use shall be at BANI's sole discretion
and the proposed use may be disapproved by BANI without cause. Any items or
materials in which the Licensed Marks are used and which use the name or brand
of a person or entity other than Customer or the Xxxx Atlantic companies shall
also be subject to review.
Attachment D
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Tier 2 And 3 Technical Support
And
Escalation Procedures
Tier 2 and 3 Support
BANI shall provide Tier 2 and 3 technical support to Customer on a'7 x 24 basis.
The specific responsibilities of BANI in providing Tier 2 and 3 support are as
follows:
Research issues that are referred from Tier 1, and resolve escalated issues
within 24 hours. Customer Tier 1 will maintain Subscriber contact for problem
resolution.
Measure and analyze root causes of Tier 1 escalations, develop solutions,
document procedures and make them available to Customer.
Serve as the single point of contact for resolution of Xxxx Atlantic network,
Wide Area Network Management Center (WANIVIC), and BANI server farm problems.
Example: A hub rings busy, and Tier 1 contacts Tier 2. Tier 2 validates that
capacity is not the root cause and there is a technical problem. - Tier 2 refers
it to -WANMC. Tier 2 coordinates with - WANIVIC until the problem is resolved or
a work around is developed. Tier 2 will provide Tier 1 with an initial
assessment within 15 minutes of the initial contact. For the duration of the
problem, Tier 2 will provide Tier 1 with updates every 60 minutes.
Escalation Procedures for Ongoing Support Group (Post Installation)
The BSS Ongoing Support (OGS) team's primary role is to act as the Customer's
advocate and oversee the resolution of any BANI Internet Service related
problems affecting Customer's Subscribers. In addition, the OGS team also
manages the Customer escalation path for any and all service related issues. As
such, the entry into the escalation process is first initiated via the OGS team.
Tier: 1 Support provided by Customer
Tier: 2 Ongoing Support (OGS) Specialist
1. Customer contacts OGS team on 0-000-000-0000
2. Customer reports to the OGS consultant the current issue and a trouble
ticket is created.
3. OGS specialist assists Customer with the issue to the best of their ability.
4. If the Customer is dissatisfied with the handling of their issue, the
Customer can ask to escalate the ticket to the OGS Team Manager.
Tier: 3 OGS Team Manager
1. At specific request of Customer, the OGS specialist will notify the OGS team
manager (if they are not already involved) of the escalation request.
2. OGS specialist will note that further escalation has been requested on the
Trouble Call ticket.
3. If a call back is specifically requested:
During Normal Business Hours:
for minor issues (i.e. only a small element of service is compromised) OGS
team manager will call Customer back within one business day;
for major issues (i.e. major portion or entire service compromised) OGS
team manager will return phone call within the same business day of being
notified of escalation.
During off Hour Periods (Evenings/Weekends/Holidays):
for all issues, OGS team manager will contact Customer the following
business morning.
Tier: 4 BANI Director of Customer Care
Subsequent escalation requests by Customer should also come through the OGS team
via the 800#.
OGS consultant will notify the OGS team manager who will involve the Director of
Customer Care, if not already involved.
OGS consultant will again note that further escalation has been requested on the
trouble call ticket.
The Director of Customer Care will respond with a callback to the Customer per
the following:
During Normal Business Hours:
for minor issues (i.e. only a small element of service is compromised) OGS team
manager will call Customer back within one business day;
for major issues (i.e. major portion or entire service compromised) OGS team
manager will return phone call within the same business day of being notified of
escalation.
During Off Hour Periods (Evenings/Weekends/Holidays) for all issues, Director of
Customer Care will contact Customer the following business morning.
Attachment E
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Service Description and Architecture
------------------------------------
DSL Service
-----------
DSL is an access service that uses ADSL. A splitter is installed at the
customer's designated premises. Data traffic generated by a modem is transported
to the Infospeed DSL Connection Point. From there, the traffic is transported to
the customer's service provider via the Company's Asynchronous (S)(X) Transfer
Mode Cell Relay Service (ATM).
Three (3) types of Infospeed DSL Service are available based on the upstream and
downstream speed combinations chosen by the customer:
(a) Infospeed 640K: provides maximum speeds of 640 kilobits per second
(kbps) downstream and 90 kbps upstream.
(b) Infospeed 1.6M: provides maximum speeds of 1.6 megabits per second
(Mbps) downstream and 90 kbps upstream.
(c) Infospeed 7.1 M: provides maximum speeds of 7.1 Mbps downstream and 680
kbps upstream.
The data speeds listed above are maximum speeds. Actual speeds may be lower due
to the impact of loop distance, modem technology and other factors. Therefore,
these data speeds are not guaranteed.
Single User Service
Single user, (defined as a single person using one computational device such as
a PC or MAC, with a single assigned TCP/IP address from BANI. The computational
device has a single Ethernet interface attached to a DSL modem (CPE) conducting
IP sessions across the BANI network). The single user has unlimited, dedicated
Internet access which will enable single user to connect to their business
(Corporate) assets (Remote LAN) or to the pubic Internet. Single user does not
include web hosting, streaming video or streaming audio.
ADSL Internet Access
Internet Access is an IP (Internet Protocol) transport service which rides on
top of Infospeed ADSL from the DSL Collection point to the BANI Aggregation
Point in each LATA in which service is purchased. It provides the following
functionality for Customer:
. Termination, Aggregation, and conversion of VLAN or PPP traffic to TCP/IP
bandwidth from Infospeed ADSL transport service
. Assignment and allocation (administration) of IP on a statically assigned
basis or via RADIUS Authentication and address push back.
. Continually ensure integrity and management of VLAN traffic and PVC
assignments.
. Provision and maintenance of routing paths to destinations within BANI
network or to the GSP network
. Connection to and routing of all IP traffic to the GSP of choice or to
customers autonomous systems.
. Access to BANI's business web site at xxx.xxx.xxxxxxxxxxxx.xxx.
-------------------------
DSL Architecture Description
Phase I
The Phase 1 Architecture consists of four component areas providing Bridged
Ethernet connectivity. Each area contributes specific functionality to the over
all design much like the layers of the OSI protocol stack, interacting with the
component immediately above or below whileadding its functionality.
The first component area consists of the equipment and software that resides at
the customer's premise. The PC or MAC with an appropriate TCP/IP stack runs a
browser for Internet navigation over a configuration with IP driving an Ethernet
interface over a 10BaseT link to the DSL modem.
The DSL modem accepts the data stream from the PC via the 1OBaseT link to an
internal Ethernet connection. The software stack inside the DSL modem frames the
data, from top to bottom, in four layers. Layer one is the LLC/SNAP layer, layer
two is the AAL5 layer, layer three is the ATM layer and the final layer is ADSL
that is output to the next component area.
The second component area consists of the ADSL Access Multiplexer, an ATM switch
and a gateway router. The primary role of the DSLAM (Digital Subscriber Loop
Access Multiplexer) is to aggregate the individual DSL lines from the premises
and output an ATM data stream to the ATM switch. The ATM switch aggregates data
from multiple DSLAMs and then feeds a gateway router where VLAN assignments and
PVC assignments are constructed and maintained as a control p6int in the
network.
The third component area is the Fast Packet Network that interconnects the ISP
to the gateway router in the second component area.
The fourth component area is the ISP. The ISP receives the ATM data stream and
terminates on an ATM switch. The ATM switch feeds a Catalyst 5500 for support of
the VLAN and PVC mappings. The catalyst 5500 feeds a router for connecting to
the Global Service Providers who connect to the Internet backbone.
Phase 2
The Phase 2 Architecture consists of the same four component areas as Phase I
that provided the Bridged Ethernet connectivity. As in the Phase 1 Architecture,
each area contributes specific functionality to the over all design much like
the layers of the OSI protocol stack, interacting with the component immediately
above or below while adding its functionality.
The first component area consists of the equipment and software that resides at
the customer's premise. The PC or MAC with an appropriate TCP/IP stack runs a
browser for, Internet navigation over a configuration with IP driving an
Ethernet interface over a 10BaseT link to the DSL modem.
The Phase 2 Architecture provides PPPoE in conjunction with the following three
methods;
. Bridged Ethernet as in Xxxxx 0
. XXX Xxxxxxxxxxx
. X0XX Aggregation
PPP (Point to Point Protocol) over Ethernet is a specification how a host
personal computer (PC or MAC) interacts with a broadband modem, IE. DSL modem,
to access high speed data networks.
PPPoE provides support for existing, low cost technology such as Ethernet
Network Interface Cards and PPP which exists in Windows 95 and 98. PPPoE
provides interoperability with any xDSL modem and the DSLAM found in the second
component area of the Phase 1 and 2 Architecture.
PPPoE has other advantages such as its simplicity and user of the Microsoft
Dial-up Network software in Windows. PPPoE also requires no configuration of the
customers modem. Finally, PPPoE also provides the ability to navigate through
various networks by using a process known as dynamic service selection.
The DSL modem accepts the data stream from the PC via the 10BaseT link to an
internal Ethernet connection. The software stack inside the DSL modem frames the
data, from top to bottom, in four layers. Layer one is the
LLC/SNAP layer, layer two is the AAL5 layer, layer three is the ATM layer and
the final layer is ADSL that is output to the next component area.
The second component area consists of the ADSL Access Multiplexer, an ATM switch
and a gateway router. The primary role of the DSLAM (Digital Subscriber Loop
Access Multiplexer) is to aggregate the individual DSL lines from the premises
and output an ATM data stream to the ATM switch. The ATM switch aggregates data
from multiple DSLAMs and then feeds a gateway router where VLAN assignments and
PVC assignments are constructed and maintained as a control point in the
network.
The third component area is the Fast Packet Network that interconnects the ISP
to the gateway router in the second component area.
The fourth component area is the ISP. The ISP receives the ATM data stream and
terminates on an ATM switch. The ATM switch feeds a Catalyst 5500 for support of
the VLAN and PVC mappings. The catalyst 5500 feeds a router for connecting to
the Global Service Providers who connect to the Internet backbone.
Amendment #1 to ADSL Service Agreement
Xxxx Atlantic Network Integration, Inc. ("BANI") and Xxxxxxxxxxx-Xxxxxxx.xxx,
Inc. ("Customer"), agree to amend the ADSL Service Agreement dated August 24
1999 (the "Agreement") as follows:
Section 7.2 BANI Termination or Suspension of Service - the following sentence
-----------------------------------------------------
shall be added to the end of Section 7.2:
Customer authorizes BANI to conduct a credit search which BANI will use to
determine the credit worthiness of the Customer. If the results of such search
are deemed unacceptable by BANI, then BAN[ may either terminate this Agreement
or require Customer to provide a security deposit. BANI will notify Customer in
writing of the credit decision no later than September 7,1999.
BANI may terminate this Agreement if, in the sole opinion of BANI, the results
of such search are deemed unacceptable.
Section 7.3 Customer Early Termination - The second sentence shall be deleted
--------------------------------------
and replaced with the following:
In such case, Customer shall pay to BAN I all charges for Services provided
through the effective date of such cancellation plus a cancellation charge in an
amount equal to fifty percent (50%) of the balance of the monthly Service
charges for the Minimum Subscriber Charges that would otherwise have become due
for the unexpired balance of the Term.
Except as otherwise stated herein, all other terms and conditions of the
Agreement are hereby ratified and confirmed effective August 26, 1999.
Xxxx Atlantic Network Integration, Inc. Xxxxxxxxxxx-Xxxxxxx.xxx, Inc.
0000 Xxxxxx Xxxxxxx Xxxxx #185,10751 Shellbridge Way
Reston, VA 20191 Xxxxxxxx, X.X. X0X 0X0
By: /s/ Xxxxxxx X. Xxxxx By: /s/ Xxxx X. Xxxxxxxxx
-------------------------------------- ----------------------------------
Print Name: Xxxxxxx X. Xxxxx Print Name: Xxxx X. Xxxxxxxxx
-------------------------------------- ----------------------------------
Title: Director, Product Management Title: President
-------------------------------------- ----------------------------------
Date: August 26, 1999 Date:
-------------------------------------- ----------------------------------
