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EXHIBIT 10.36
Confidential Materials omitted and filed separately with the Securities and
Exchange Commission. Asterisks denote omissions.
AMENDMENT NUMBER TWO
TO VALUE ADDED RESELLER AGREEMENT
THIS AMENDMENT NUMBER TWO TO VALUE ADDED RESELLER AGREEMENT (the "Amendment"),
is made and entered into on the date authorized signatures of both parties are
affixed hereto, by and between BellSouth Wireless Data, L.P., with an address at
00 Xxxxxxxxxx Xxxxxx Xxxxx, Xxxxxxxxxx, Xxx Xxxxxx 00000 ("BellSouth"), and
GoAmerica Communications Corporation, with an address at 000 Xxxxxxxxxx Xxxxxx,
Xxxxxxxxxx, Xxx Xxxxxx , 00000 ("GoAmerica").
WHEREAS. BellSouth and GoAmerica have entered into a "Value Added Reseller
Agreement", dated August 31, 1999 which agreement was amended by the parties by
Amendment Number Two to Value Added Reseller Agreement signed by GoAmerica on
March 10, 2000 and by BellSouth on March 10, 2000 (collectively the
"Agreement"); and
WHEREAS, BellSouth and GoAmerica desire to further amend the Agreement to permit
GoAmerica to provide for certain Supplemental Services as defined and set forth
below.
NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth
and other good and valuable consideration. BellSouth and GoAmerica hereby agree
to further amend the Agreement as follows:
1. A) GoAmerica shall have the right to provide GoAmerica Service to
subscribers for use in connection with Subscriber Units activated on the
BellSouth Facilities by BellSouth, or by third party resellers (the
"Supplemental Services") only under the following conditions: a) GoAmerica
shall provide Supplemental Services only In connection with GoAmerica's
GoWeb service (the "Supplemental GoWeb Service") and not in connection with
any other GoAmerica Service, b) it shall be GoAmerica's obligation to
obtain any consent which may be required by the third party reseller, if
any, which has registered the unit an the BellSouth Facilities,
b) GoAmerica shall not provide Supplemental GoWeb Services to a Subscriber
Unit without prior written notice to BellSouth Informing BellSouth of the
MAN number of each radio modem to which GoAmerica Intends to provide
Supplemental GoWeb Service, c) GoAmerica shall Identify a unique Fixed
Terminal Subscription which shall permit BellSouth to Isolate and xxxx the
Supplemental GoWeb Service as stand alone GoWeb traffic and d) GoAmerica
shall pay for the use of the BellSouth Facilities, in connection With the
provision of Supplemental GoWeb Services, as provided In Section 2 of this
Amendment,
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Confidential Materials omitted and filed separately with the Securities and
Exchange Commission. Asterisks denote omissions.
A) Except as provided in Section 1A above with respect to Supplemental
GoWeb Service, GoAmerica shall not provide Supplemental Services without
the written consent of BellSouth. As a condition of BellSouth's consent,
BellSouth shall have the right to charge such additional fees and impose
such additional terms and conditions, as BellSouth in its sole discretion
shall deem appropriate.
2. Section III of Schedule 2.2 is amended to add the following additional
Price Plan:
"Supplemental GoWeb Services Price Plan
Any Subscriber unit billable under this Price Plan shall be billed
each month at the rate of i) $[**] for the first [**] Kilobytes or
part thereof, plus ii) $[**] for each Kilobyte or part thereof in
excess of the [**] Kilobyte per month limit."
3. Except as modified and/or amended herein, all of the definitions, terms,
covenants and conditions contained in the Agreement shall remain in full
force and effect and shall be applicable to this Amendment.
IN WITNESS WHEREOF, GoAmerica and BellSouth have caused this Amendment to be
duly executed by their respective duly authorized representatives as of the day
and year first above written. This Amendment will not be fully executed and
binding on the parties unless and until authorized signatures of both parties
are affixed hereto.
GoAmerica Communications Corp. BellSouth Wireless Data, L.P.
By: Xxxxxx Xxxx By: Xxxxxx Xxxxxx
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Title: Executive Vice President Title: Vice President
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Date: March 21, 2000 Date: 3/10/00
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