SERVICE AGREEMENT
This SERVICE AGREEMENT ("Agreement"), dated as of
August 10, 1999, is by and between POPstar Global
Communications, Inc., a business entity organized as a
corporation under the laws of British Virgin Islands ("POPstar")
and TransNexus, LLC, a business entity organized as a limited
liability company under the laws of the state of Georgia
("TransNexus").
1. This Agreement replaces the Memorandum of
Understanding signed by a related party of POPstar dated August
21, 1998.
2. The parties have previously entered into
non-disclosure agreements with one another in which each party
agrees to maintain in confidence certain proprietary information
that may be shared between the parties during the course of
their dealings.
3. TransNexus has provided to POPstar a
non-exclusive, royalty free license to TransNexus' Open
Settlement Protocol Software Development Kit and has provided
POPstar with access to TransNexus routing servers for testing.
4. The clearinghouse developed by the parties
shall be known as the TransNexus POPstar Clearinghouse Service
(the "Clearinghouse"), for the purpose of providing transaction
settlement services to POPstar nominees, "the customers".
5. TransNexus and POPstar will both enter
into separate agreements with each customer of the Clearinghouse
that will set forth the terms and conditions of the
Clearinghouse (the "Clearinghouse Service Agreement"). The
Clearinghouse Service Agreement sets forth certain terms,
conditions and obligations of TransNexus and POPstar with
respect to the Clearinghouse.
6. This Agreement sets forth obligations of the parties
that are in addition to those described in the Clearinghouse
Service Agreement. The terms and conditions of the
Clearinghouse Service Agreement are incorporated into this
Agreement by reference.
7. POPstar will provide its customers with Internet fax
software from POPstar which will allow the customers to
originate and terminate IP fax traffic over the public Internet.
Installation and testing of this software will be the
responsibility of POPstar.
8. POPstar will instruct the customer to access the
Clearinghouse, which will be operated by TransNexus. The
customer will complete a TransNexus Nondisclosure Agreement
("NDA) and mail, fax or send by other electronic means to
TransNexus for execution. TransNexus will provide an executed
copy of the NDA to POPstar as notification of NDA completion.
9. TransNexus will enroll the customer in the
Clearinghouse upon completion of an executed and performed
Clearinghouse Service Agreement between the customer, POPstar
and TransNexus. Enrollment will be complete when the Customer
has paid all amounts of service charges and fees to TransNexus
as indicated in the specific Service Agreement, TransNexus has
securely enrolled the Customer's IP telephony devices in the
Clearinghouse, and established a clearinghouse account for the
customer. TransNexus will be responsible for the testing,
enrollment and installation of this phase.
10. TransNexus will postpone and delay for a period not
to exceed 60 days from creation of the customer's clearinghouse
account all device enrollment fees for POPstar customers. At
the end of the 60-day period, TransNexus will invoice the
customer for device enrollment fees, which have been postponed
and delayed. TransNexus will also reduce the security deposit
required by POPstar customers to an amount not to exceed $500.
At the end of the 60-day period, the POPstar customer must make
a full security deposit with TransNexus as per the terms of the
Clearinghouse Service Agreement. POPstar hereby agrees to
financially guarantee to TransNexus any amounts for services
provided to POPstar customers, but not collected by TransNexus
for any deposit fees, enrollment fees or other fees that are
waived by TransNexus.
11. TransNexus and POPstar will co-market and promote the
Clearinghouse. POPstar will market and sell the Clearinghouse
service to its customers.
12. TransNexus will routinely test quality of service
standards, routes and the telecommunication addresses of
customers of POPstar. In the event TransNexus discovers
incongruities, TransNexus has the right to suspend participation
in the Clearinghouse immediately without notice to the customer.
13. POPstar will establish retail rates to be paid by
customers of the Clearinghouse and will be responsible for the
pricing of all fax exchanges between customers in the
Clearinghouse. POPstar will provide these rates to TransNexus
via electronic communication, not more than once per calendar
week, with an effective date no earlier than 24 hours from
receipt by TransNexus.
14. TransNexus will guarantee payment to customers who
terminate traffic for all calls not to exceed one hour in length
and calls for which no fraud was detected by TransNexus.
15. It shall be the responsibility of POPstar
to provide public Internet or other access from IP telephony
devices to the Clearinghouse service point. POPstar
acknowledges and reaffirms the representations and warranties,
the disclaimer of warranty and the limitation of liability
provisions as set forth in the Clearinghouse Service Agreement.
This AGREEMENT is signed by an authorized person for
each of TransNexus and POPstar indicating their respective
organization's agreement to be bound by the
provisions hereof, by the Service Agreement and by the other agreements
among the parties.
TRANSNEXUS, LLC POPSTAR GLOBAL COMMUNICATIONS, INC.
By:/s/Xxx Xxxxxx By:/s/Xxxxxxxx Xxx
Name: Xxx Xxxxxx Name: Xxxxxxxx Xxx
Title: President & CEO Title: Chairman
