[CONFIDENTIAL TREATMENT REQUESTED]
EXHIBIT 10.45
SR# 80715
NETWORK SERVICES AGREEMENT CUSTOMER ELECTIONS
The Agreement between CompuServe Incorporated ("CompuServe") and Customer
referred to below ("Customer") is comprised of, and the parties agree to be
bound by: (i) this Network Services Agreement Customer Elections, (ii) the
Agreement Terms and Conditions (dated 7/97), (iii) the Network Services Rate
Schedule which is updated by CompuServe on a periodic basis, to the extent
Customer orders or uses a specific service and (iv) any Attachment or Amendment
attached to this Agreement. Customer elects FIXED-Dial as its default dial-up
pricing plan.
Customer elects an initial Extended Term Plan of three (3) year(s) with a
Monthly Minimum of [*]. CompuServe agrees to provide Customer with the
Implementation Program and special terms contained in this Network Services
Agreement Customer Elections.
I. IMPLEMENTATION PROGRAM
To assist Customer in gaining experience with, and user acceptance of, the
Network Services provided hereunder, CompuServe agrees to provide an
Implementation Program during which:
1. This Agreement will be effective upon written acceptance by an
authorized representative of Customer and CompuServe. The
Implementation Program will commence on the first day following
provision by CompuServe to Customer of the network and interfaces
necessary for the Customer's use of CompuServe Network Services and
conclude at the end of three (3) full months thereafter. The initial
Extended Term Plan shall commence on the first day of the month
following completion of the Implementation Program. Customer shall
have the option to terminate this Agreement, to be effective at the
end of the Implementation Program, upon written notice to CompuServe
at least ten (10) days.
2. The Extended Term Plan Monthly Minimum specified in this Network
Services Agreement Customer Elections will not be in effect during the
Implementation Program.
3. Customer agrees to pay a one-time Implementation Program Fee of
[*] which will be billed on the invoice associated with Month 1
of the initial Extended Term Plan. CompuServe agrees to waive the
following charges during the Implementation Program:
* The bracketed material has been omitted pursuant to a request for
confidential treatment and filed separately with the Securities and Exchange
Commission.
[CONFIDENTIAL TREATMENT REQUESTED]
3.1 the Installation Charge for up to two (2) FNL256 and one (1) IP
Link Plus to be installed during the Implementation Program or
the initial Extended Term Plan in Customer's data center located
at 0000 Xxxxxx Xxxxxx, Xxxxxxxxxxxx, XX, provided these links
and/or equipment are ordered prior to or during the
Implementation Program,
3.2 the Installation Charge for one (1) FNL256 with Special Telco
CompuServe Communications Center Diversity to be installed during
the Implementation Program or the initial Extended Term Plan in
Region A, provided these links and/or equipment are ordered prior
to or during the Implementation Program,
3.3 the FNL Monthly Circuit Charge, FNL Monthly Port Charge, the
Bandwidth Monthly Charge and the Bandwidth Monthly Surcharge and
Pro-rated Charge for one (1) FNL256 with Special Telco CompuServe
Communications Center Diversity to be installed in Region A.
3.4 the FNL Monthly Circuit Charge and the FNL Monthly Port Charge
for up to two (2) FNL256 to be installed in Region A,
3.5 the Monthly Fee per PVC and the Monthly Charge per Unit for one
(1) IP Link Plus Bi-Directional CIR of 256Kbps to be installed in
Region A,
3.6 the CompuServe Dail-up Access Services Charges and Surcharges,
3.7 the Moves and Changes charges, and
3.8 the Monthly Account Charge.
Customer shall be billed for all other applicable charges as contained
in the Network Services Rate Schedule.
If Customer elects to terminate this Agreement, according to the
provisions contained in this Agreement, Customer agrees to pay
CompuServe the Implementation Program Fee of [*] in this
Network Services Agreement Customer Elections plus all other charges
outstanding and due CompuServe.
4. Neither Discount Schedule A nor Discount Schedule B will be in effect
during the Implementation Program.
II. MODIFICATIONS TO THE NETWORK SERVICES RATE SCHEDULE
* The bracketed material has been omitted pursuant to a request for
confidential treatment request and filed separately with the Securities and
Exchange Commission.
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[CONFIDENTIAL TREATMENT REQUESTED]
1. During the initial Extended Term Plan and subject to the terms
contained in Paragraph 2.1 of the Agreement Terms and Conditions,
CompuServe agrees to bill Customer a special FNL Monthly Circuit
Charge of [*] each in lieu of the rate contained in the Network
Services Rate Schedule for up to two (2) FNL256 to be installed at
0000 Xxxxxx Xxxxxx, Xxxxxxxxxxxx, XX. Neither Discount Schedule A nor
B apply to this special FNL Monthly Circuit Charge.
2. During the initial Extended Term Plan and subject to the terms
contained in Paragraph 2.1 of the Agreement Terms and Conditions,
CompuServe agrees to bill Customer a special Monthly Circuit Charge of
[*] in lieu of the rate contained in the Network Services Rate
Schedule for one (1) FNL256 with Special Telco CompuServe
Communications Center Diversity to installed in Region A. Neither
Discount Schedule A nor B apply to this special Monthly Charge.
3. During the initial Extended Term Plan, CompuServe agrees to waive the
FNL Monthly Port Charge, Bandwidth Monthly Charge and Bandwidth
Monthly Surcharge for one (1) FNL256 with Special Telco CompuServe
Communications Center Diversity to be installed in Region A. Neither
Discount Schedule A nor B apply to this special Monthly Charge.
III MODIFICATIONS TO THE AGREEMENT TERMS AND CONDITIONS
1. Paragraph 1.1 is modified to include:
CompuServe agrees that should the VTS Trading System application not
be initiated or discontinued once so initiated, Customer may terminate
this Agreement in its entirety upon one (1) months written notice to
CompuServe. This notice shall also include copies of associated
documents or similar proof related to these triggering events.
Customer agrees to pay CompuServe all charges outstanding and due
CompuServe. This provision does not apply to a discontinuation
resulting from a decision by Customer to develop an application
substantially similar to the VTS Trading System application using a
data network provider other than CompuServe.
Network Services
Account No. 56853
ACCEPTED FOR CUSTOMER: ACCEPTED FOR COMPUSERVE
INCORPORATED:
* The bracketed material has been omitted pursuant to a request for
confidential treatment and filed separately with the Securities and Exchange
Commission.
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[CONFIDENTIAL TREATMENT REQUESTED]
Customer Name: Ashton Technology Group
Signature: /s/ Xxxxxxx X. Xxxxxxxxxxx Signature: /s/ Xxxx Xxxxx
/s/ Xxxx X. Xxxxxxxx
Name: Xxxxxxx X. Xxxxxxxxxxx
Title: President Name: Xxxx Xxxxx, Manager
Name: Xxxx X. Xxxxxxxx
Title: Exec. V.P. Systems & Title: Contract Development &
Technology Administration
Date: January 13, 1998 Date: January 16, 1998
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[Letterhead of CompuServe Network Services]
January 20, 1998
Xxxxxxxx Xxxxxxxxxxx
President
Ashton Technology Group
0000 Xxxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
Re: Network Services Account # 56S53
Dear Xx. Xxxxxxxxxxx:
We are pleased that Ashton Technology Group has expressed confidence in
CompuServe by endorsing our Agreement for Network Services. We appreciate this
endorsement and wish to reconfirm to you our commitment to customer service and
technical support.
Effective ongoing communications between CompuServe and our customers is a high
priority at CompuServe. We value your recommendations and encourage you to
provide feedback through your local CompuServe representative.
Enclosed is a copy of the endorsed agreement between our firms. Also provided
is a copy of CompuServe's "Network Online Report Access System" documentation,
which contains instructions for use of your company's monthly online usage
reports. This document explains procedures for accessing reports and obtaining
online help. Please contact your CompuServe representative, Xxxxxxx Xxxxxxx at
(000) 000-0000, for information on how to access your company's reports.
Thank you once again for your business, and we enthusiastically look forward to
a solid business partnership.
Sincerely
/s/ Xxxxx Xxxxxxxxx/BW
Xxxxx Xxxxxxxxx
Contract Analyst
Marketing Support
DLL/bw
Enclosures
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cc: Xxxx Xxxxx
Xxxxxxx Xxxxxxx
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[Letterhead of CompuServe Network Services]
March 24, 1998
Xx. Xxxx Xxxxxxxx
Ashton Technology Group
0000 Xxxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
RE: Account Number 56853
Reference Number 84349
Dear Xx. Xxxxxxxx:
This letter is to confirm the following update to your Agreement with
CompuServe:
Effective upon installation, CompuServe agrees to waive the Installation Charge
for up to two (2) FRAME-Net Router 2501 (Cisco) installed or to be installed in
Philadelphia, PA.
If you have any questions or require additional information about this letter or
your Agreement with CompuServe, please contact your local CompuServe
representative, Xxxxxxx Xxxxxxx at 000-000-0000. Thank you for your business,
and we look forward to supporting Ashton Technology Group as our business
partnership continues.
Sincerely,
/s/ Xxxx Xxxxx
Xxxx Xxxxx
Manager, Contract Development and Administration
DB:ecl
cc: Xxxxxxx Xxxxxxx, CompuServe Philadelphia Office
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