EXHIBIT 10.6
CARRIER SERVICE AGREEMENT
THIS CARRIER SERVICE AGREEMENT ("AGREEMENT") IS ENTERED INTO ON July 2, 1999,
between STAR TELECOMMUNICATIONS, INC., a Delaware corporation ("Provider"), with
offices at ▇▇▇ ▇▇▇▇ ▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇, and
IPVOICE.COMMUNICATIONS, INC. dba ▇▇▇▇▇▇▇.▇▇▇, a Nevada
corporation ("Purchaser"), with its principal office located at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
Background:
A. Provider provides telephone communications services between its location
and the outbound termination points identified on Exhibit A attached hereto and
incorporated herein by this reference; and
B. Purchaser desires to purchase and Provider desires to provide, upon the
terms and conditions set forth in this Agreement, telephone communication
services to Purchaser.
Agreement:
NOW, THEREFORE, intending to be legally bound, the parties agree as
follows:
Business Provisions:
1. Service Commencement Date. Beginning on or about July 15, 1999, Provider
shall provide telephone communication services to Purchaser at the rates, terms
and conditions described in Exhibits A and B and to the termination points set
forth in Exhibit A. Purchaser acknowledges that the per-minute rate set forth on
Exhibit A (the "Discount Rate") is a preferential rate based on prompt payment
on or before the Due Date. Such rate is subject to adjustment as provided in
Section 4. The services to be provided are limited to those set forth in Exhibit
A and require from Purchaser a monthly minimum usage per T-1 and/or E-1 as set
forth in said Exhibit. Rates listed in Exhibit A are subject to change by
Provider with five (5) days written notice to Purchaser, either by facsimile
and/or overnight courier.
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2. Period of Service. This Agreement shall be effective and the parties'
obligations shall commence upon the above date of execution by the parties and
this Agreement shall continue (subject to Provider's right to terminate this
Agreement sooner as provided in Section 6) for a period of SIX ( 6 ) MONTHS from
such date. This Agreement will be automatically renewed on a month-to-month
basis after the expiration of the initial term or any subsequent term. If either
party desires to cancel this Agreement upon the expiration of the initial term
or any subsequent term, it shall give the other party written notice of its
intent to cancel at least thirty (30) days prior to the expiration of the
current term. This Agreement shall continue and remain in full force and effect
until canceled by either party upon notice as provided herein.
3. Security. As a condition of the Provider's obligations hereunder, to ensure
the prompt payment of sums due hereunder, Purchaser shall furnish to Provider
upon the execution of this Agreement $DEPOSIT WAIVED in the form of cash,
irrevocable and unconditional letter of credit, or such other security as may be
acceptable to Provider. If Purchaser's account balance, plus Purchaser's
unbilled usage exceeds a credit limit of $50,000.00 per month, Provider reserves
the right to request a deposit. In the event that payment is received late one
(1) time, Provider reserves the right to request Purchaser provide an additional
deposit equal to one (1) month's usage. Purchaser shall provide deposit for
additional security and/or late payment(s) within five (5) days of request for
such deposit by Provider.
Purchaser shall at all times comply with Provider's initial and continuing
credit approval procedures and policies. Provider reserves the right to withhold
initiation and full implementation of services under this Agreement pending
initial, satisfactory credit review and approval thereof, which may be
conditioned upon terms specified, including but not limited to, security for
payments due hereunder as stated in the previous paragraph. Upon request by
Provider, at any time, Purchaser agrees to provide financial statements or other
indications of financial circumstances. As may be determined by Provider, in its
sole discretion at any time, if the financial circumstances or
payment history of Purchaser is or becomes unacceptable, Provider may require a
new or increased deposit, guarantee or irrevocable letter of credit, at
Purchaser's option, to secure Purchaser's payments for the term of the
Agreement. Failure of Purchaser to provide requested security
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shall permit the other party to immediately suspend services, without further
notice or demand, until such time as requested security is provided.
General Provisions:
4. Invoice.
(a) Provider shall submit an invoice to Purchaser each month, covering
charges for the previous month. Purchaser shall make payment to Provider within
twenty (20) days after the invoice date (the "Due Date"), which shall be the
last date of the previous month's billing cycle.
(b) If payment is not received by Provider by the Due Date, then the
Discount rate will be increased by one cent ($.01) per minute for each minute
billed during the month preceding the invoice date (the "Adjusted Rate"). In
addition, a late fee of one and one-half percent (1 1/2%) per month shall be
assessed on Purchaser's delinquent balance of undisputed usage not paid by the
Due Date.
PLEASE INITIAL HERE: ____ INITIALS
Nothing herein shall be construed to constitute a waiver of Provider's right to
declare a default by Purchaser under this Agreement on account of such
delinquency, to terminate this Agreement and to exercise any other rights under
this Agreement or at law or in equity.
5. Taxes. Upon the execution of this Agreement, Purchaser shall furnish Provider
with a properly executed Certificate of Exemption for all foreign, federal,
state, county and local taxes and fees (if any) and shall be responsible for the
collection of all applicable end-user taxes and fees and the remittance of such
taxes and fees to the relevant governmental authority.
6. Termination. If payment has not been received by the Due Date described
above, or any extension thereof permitted in writing at Provider's option, for
all charges (including transmission charges, service charges and monthly fixed
charges, if any) billed to Purchaser, then Provider may at its sole discretion,
and with five (5) days prior written notice to Purchaser, terminate transmission
services in part or in whole. Provider reserves the right to collect attorneys'
fees and any and all costs incurred by Provider in the collection of any unpaid
amounts whether or not suit is instituted.
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7. Adjustments. Requests for billing adjustments must be made within sixty (60)
days of the invoice date. Any amounts which are determined to be in error will
be credited against the next month's invoice. Such request for adjustment shall
not be cause for delay in payment of the balance due.
8. No Warranties. PROVIDER MAKES NO WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT
TO THE TRANSMISSION SERVICES PROVIDED HEREUNDER AND EXPRESSLY DISCLAIMS ANY
WARRANTY OF MERCHANTABILITY, DESCRIPTION OR FITNESS FOR ANY PARTICULAR PURPOSE
OR FUNCTION.
9. Waiver of Liability. As a material inducement for Provider to provide the
services hereunder at the prices stated, Purchaser agrees that Provider shall in
no event be liable for any loss, expense or damage for (i) loss of revenue,
profits savings, business or goodwill, and (ii) exemplary, proximate,
consequential, or incidental damages and expenses of any type or nature on
account of any breach or default hereunder by Provider or on account of the use
or nonuse or the services.
10. Indemnity. Purchaser shall indemnify and hold harmless Provider, its
stockholders, officers, directors, employees and agents from any and all loss,
cost, damage, expense or liability, including, without limitation, court costs
and reasonable attorneys' fees, arising out of, in whole or in part, directly or
indirectly, the installation, hook-up, maintenance, service or trouble-shooting
of the transmission services described in this Agreement including any
interruption of transmission service to Purchaser, its employees, agents and
customers, except when caused by the gross negligence by the Provider or the
intentional violations of any applicable law or governmental regulation by
Provider.
11. Regulations. This Agreement is made expressly subject to all present and
future valid orders and regulations of any regulatory body having jurisdiction
over the subject matter hereof and to the laws of the United States of America,
any of its states, or any foreign governmental agency having jurisdiction. In
the event this Agreement, or any of its provisions, shall be found contrary to
or in conflict with any such order, rule , regulation or law, this Agreement
shall be deemed modified to the extent necessary to comply with any such order,
rule, regulation or law and shall be modified in such a way as is consistent
with the form, intent and purpose of this Agreement.
12. No Agency. Neither party is authorized to act as an agent for, or legal
representativeof, the other party and neither party shall have the authority
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to assume or create any obligation on behalf of, in the name of, or binding upon
the other party.
13. Force Majeure. The parties' obligations under this Agreement are subject to,
and neither party shall be liable for, delays, failures to perform (except the
payment of money by Purchaser), damages, losses or destruction, or malfunction
of any equipment or any consequence thereof caused or occasioned by, or due to
fire, flood, water, the elements, labor disputes or shortages, utility
curtailments, power failures, explosions, civil disturbances, governmental
actions, shortages of equipment for supplies, unavailability of transportation,
acts or omissions of third parties, or any other cause beyond the party's
reasonable control. Purchaser shall not represent that Provider is responsible
for the type or quality of Purchaser's services to its customers.
14. No Waiver. The failure of either party to enforce or insist upon compliance
with any of the provisions of this Agreement or the waiver thereof, in any
instance, shall not be construed as a general waiver or relinquishment of any
other provision of this Agreement.
15. Binding Effect. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective heirs, successors and
assigns. Neither party shall voluntarily or by operation of law assign,
transfer, license, or otherwise transfer all or any part of its right, duties or
other interests in this Agreement or the proceeds thereof (collectively,
"Assignment"), without the other party's prior written consent, which consent
shall not be unreasonably withheld or delayed. Any attempt to make an Assignment
in violation of this provision shall be null and void. Purchaser shall provide
written notice to Provider of any material change in ownership of Purchaser.
Purchaser's failure to comply with the assignment provisions, as contained in
this paragraph, shall give Provider, at its sole discretion, the option to
either accept Purchaser's assignee or terminate this Agreement. No assignment
shall release Purchaser of its obligations hereunder.
16. Amendment. This Agreement may not be amended except by an instrument in
writing, executed by the parties. No modification or amendment hereto shall be
effected by the acknowledgment or acceptance by either party of any purchaser
order, sales acknowledgment or other similar form from the other party.
17. Merger. This Agreement (including its exhibits) supersedes and merges all
prior agreements, promises, understandings, statements, representations,
warranties, indemnities and covenants and all inducements to the making of this
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Agreement relied upon by either party herein, whether written or oral, and
embodies the parties' complete and entire agreement with respect to the subject
matter hereof. No statement or agreement, oral or written, made before the
execution of this Agreement shall vary or modify the written terms hereof in any
way whatsoever.
18. Interpretation. The words and phrases used herein shall have the meaning
generally understood in the telecommunications industry. This Agreement shall be
construed in accordance with its fair meaning and not for or against either
party on account of which party drafted this Agreement.
19 Third Party Beneficiaries/Parties in Interest. This Agreement has been made
and is made solely for the benefit of the Provider and Purchaser, and their
respective successors and permitted assigns. Nothing in this Agreement is
intended to confer any rights/remedies under or by reason of this Agreement on
any third party.
20. Severability. If any term or provision of this Agreement is determined to be
illegal, unenforceable, or invalid in whole or in part for any reason, such
illegal, unenforceable, or invalid provisions or part(s) thereof shall be
stricken from this Agreement and such provision shall not affect the legality,
enforceability, or validity of the remainder of this Agreement. If any provision
or part thereof of this Agreement is stricken in accordance with the provisions
of this section, then the stricken provision shall be replaced, to the extent
possible, with a legal, enforceable, and valid provision that is as similar in
tenor to the stricken provision as is legally possible.
21. Representation of Authority. Each party represents and warrants to the other
that the execution and delivery of this Agreement and the performance of such
party's obligations hereunder have been duly authorized and that the Agreement
is a valid and legal agreement binding on such parties and enforceable in
accordance with its terms.
22. Further Assurances. The parties shall at their own cost and expense execute
and deliver such further documents and instruments and shall take such other
actions as may be reasonably required or appropriate to carry out the intent and
purposes of this Agreement.
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23. Governing Law. This Agreement shall be in all respects, governed by and
construed and enforced in accordance with the laws of the State of California,
including all matters of construction, validity and performance. Any action to
enforce or interpret the terms of this Agreement shall be instituted and
maintained in the Superior Court of the County of Santa ▇▇▇▇▇▇▇, State of
California. Purchaser hereby consents to the jurisdiction of such court and
waives any objections to such jurisdiction. In any action or proceeding arising
out of this Agreement, the party prevailing in such action shall be entitled to
recover its reasonable attorneys' fees and costs.
24. Counterparts. This Agreement may be executed in several counterparts, each
of which shall constitute an original, but all of which shall constitute one and
the same instrument.
25. Notices. All notices, demands, requests and other communications required or
permitted hereunder shall be in writing and shall be deemed to be delivered when
actually received, or, if earlier and regardless of whether actually received on
the day following the date of mailing, first class mail, duly addressed and with
proper postage to the last known place of business of either party. Notices will
be delivered as follows:
To Provider: To Purchaser:
Attn: Contract Manager Attn: ▇▇▇▇▇▇▇ Will
STAR Telecommunications, Inc. ▇▇▇▇▇▇▇.▇▇▇
▇▇▇ ▇▇▇▇ ▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ 5901 So. Middlefield Road
Santa Barbara, CA 93101 ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Phone: (▇▇▇) ▇▇▇-▇▇▇▇ Phone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇
Billing Contact: Billing Contact:
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇
Billing Director
Phone: (▇▇▇) ▇▇▇-▇▇▇▇ Phone/Fax: Same as above
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year first written above.
PROVIDER: STAR TELECOMMUNICATIONS, INC.
By:/s/ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
------------------------------
Printed Name: ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
Title: Executive Vice President
PURCHASER: IPVOICE COMMUNICATIONS, INC dba ▇▇▇▇▇▇▇.▇▇▇
By: ▇▇▇▇▇▇▇ ▇. Will
---------------------------
Printed Name: ▇▇▇▇▇▇▇ ▇. Will
Title: President
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EXHIBIT B
ANCILLARY PRICING SCHEDULE FOR TERMINATION SERVICES
(Charges Applicable When Utilizing the Services Listed Below)
NON-RECURRING CHARGES DS-1 DS-3 E-1
Circuit Order: Supplements, Changes $250.00 $250.00 $300.00
Disconnects
Order Expedite $250.00 $250.00 $300.00
Cross Connects: $250.00 $250.00 $300.00
MONTHLY RECURRING CHARGES
Circuit Cross Connect $ 50.00 $400.00 $150.00
Call Detail Records $ 35.00
(provided on CD-ROM)
IMPORTANT! If you want to receive
Call Detail Records, please contact your
Account Manager.
ADPCM Equipment Rental (2:1 compression) $250.00
SS7 Translations:
SNET $200.00
PACE $350.00
MISCELLANEOUS Monthly Recurring Non-recurring
M1/3 Multiplexer: 1 Yr. Term $350.00 $250.00
2 Yr. Term $300.00 $250.00
T-1 Echo Canceller (per circuit end)
6 Mo. Term $200.00 $250.00
1 Yr. Term $150.00 $250.00
(Required for all customer circuits
over 600 miles from STAR switch or POP)
E-1 Echo Canceller (per circuit end)
6 Mo. Term $350.00 $350.00
1 Yr. Term $250.00 $250.00
AC Power (20 amp minimum) $140.00
Over 20 amps: $7.00 per amp
DC Power (10 amp minimum)** $130.00
Over 10 amps: $13.00 per amp
All of the above-listed charges are monthly fees per T-1 or E-1. All Ancillary
charges are subject to change with 30-day notices. Services not described above
will be considered special handling and charges will be assessed on an
individual basis.
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