SCHEDULE NO. 2
Exhibit 10.6(c) REDACTED
CONFIDENTIAL
TREATMENT REQUESTED
SCHEDULE NO. 2
This Schedule No. 2 for Managed Content Hosted Managed Service (this “Schedule”), effective as of
April 25, 2007, (“Effective Date”) is entered into by and between Rural Cellular Corporation
(“Customer”) and Ericsson Inc. (“Ericsson”). As of the Effective Date, this Schedule replaces in
its entirety the Statement of Work – Managed Content Services effective as of January 19, 2005, as
amended (the “Managed Content SOW”). This Schedule is a part of and subject to the terms and
conditions set forth in the Hosted Managed Services Agreement, effective as of April 25, 2007
between Customer and Ericsson (“HMS Agreement”). In the event of a conflict between the terms of
the HMS Agreement and those of this Schedule, the terms of this Schedule will prevail.
| 1 | Scope and Definitions |
| 1.1 | This Schedule includes the following documents: |
| 1. | Exhibit A1 – Managed Content Services Description | ||
| 2. | Exhibit A2 – Responsibility Matrix | ||
| 3. | Exhibit A3 – Key Performance Indicators | ||
| 4. | Exhibit B — Credit Request Form | ||
| 5. | Exhibit C – Content Provider List and Minimum Amount | ||
| 6. | Exhibit D – WAP Portal Enhancements | ||
| 7. | Exhibits E-1 to E-4 – Flow Through Provisions for certain Content | ||
| 8. | Exhibit F – Acceptance Test Documents |
| 1.2 | All amendments to this Schedule must be recorded in writing, signed by both parties and implemented in accordance with the Change Control Procedure set forth in Exhibit B of the HMS Agreement | |
| 1.3 | All capitalized terms set forth herein and not otherwise defined shall have the definitions provided in the HMS Agreement. For the purposes of this Schedule: | |
| “Active Subscriber” means each unique Subscriber who accesses one or more Premium Links during a particular month. | ||
| “Commercial Launch Date” means the date upon which Customer commences use of the Managed Content Services other than for the express purpose of training or testing as agreed between Ericsson and Customer in writing prior to Acceptance. | ||
| “Content” means the data, information and services (such as, but not limited to, Ringtones and Java Applications) selected by Customer as being licensed hereunder and made available to Customer by Ericsson. The Content includes MMS Alerts and Downloadable Content and is listed in Exhibit C, as amended from time to time by mutual written agreement of the parties. |
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Exhibit 10.6(c) REDACTED
CONFIDENTIAL
TREATMENT REQUESTED
| “MMS Alerts” means Content that is provided through the push content service based on MMS messaging, in accordance with this Schedule. | ||
| “Minimum Amount” is the minimum amount set out in Exhibit C. | ||
| “Portals” means the WAP Portal defined below and the Web Subscription Portal both described in Exhibit A1 through which Subscribers can access Content. | ||
| “Premium Link” means a link on the WAP Portal to content other than the Content listed in Exhibit C. The Premium Links currently on the WAP Portal are listed in Exhibit D and are subject to change by Ericsson as set out in Exhibit D. | ||
| “Subscriber” means any end-user or subscriber of Customer who is provisioned to (i) receive any of the MMS Alerts listed in Section 1 of Exhibit C, (ii) browse the portals described in Exhibit D, or (iii) receive any of the Downloadable Contents listed in Section 2 of Exhibit C. | ||
| “Territory” means the wireless markets covered by Customer in the United States of America. | ||
| “Downloadable Content” means Content that can be downloaded by Subscribers in accordance with this Schedule. | ||
| “WAP Gateway” or “Mobile Internet Enabling Proxy (MIEP)” means the hardware and software implemented in the Ericsson hosting environment that supports WAP sessions. | ||
| “WAP Portal” means a WAP site configured for the use of Subscribers with a WAP capable handset. | ||
| 2 | Term of Hosted Managed Services | |
| Prior to the Effective Date, Ericsson provided Customer with the Managed Content Services pursuant to the terms and conditions in the Managed Content SOW. This Schedule is effective as of the Effective Date and shall continue until June 19, 2008 (the “Term”). Either party may indicate to the other its intention to renew this Schedule by a further term of one (1) year by providing a written notice at least 120 days before the expiry of the Term. The other party may then agree to so extend the Term by providing the first party with a notice to such effect at least 90 days before the expiry of the Term, failing which, this Schedule will terminate at the expiry of the Term. | ||
| 3 | Description of Hosted Managed Services | |
| Ericsson will provide the services and features described in Exhibit A1 (the “Managed Content Services”). | ||
| 4 | Acceptance | |
| The parties acknowledge that the Managed Content Services were accepted on January 25, 2005 (“Acceptance”). |
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Exchange Commission pursuant to a request for confidential treatment.
Exhibit 10.6(c) REDACTED
CONFIDENTIAL
TREATMENT REQUESTED
| 5 | Fees | |
| 5.1 | Initial Fee: | |
| Ericsson acknowledges receipt from Customer of the Initial Fee of $*** and the integration fee of $*** set out in the Managed Content SOW. | ||
| 5.2 | Content Fee: 5.2.1 Customer agrees to pay to Ericsson a monthly fee, due on the first business day of each calendar month during the Term, in an amount equal to: |
| (a) | for Downloadable Content, the percentage indicated in Exhibit C as being the “Ericsson Revenue Share” for the relevant type of Downloadable Content, of the Retail Price (as defined below) of the Downloadable Content Purchased (as defined below) by Subscribers during the month, but in any event, no less than the Minimum Amount for each such Downloadable Content type as set out in Exhibit C; and | ||
| (b) | for MMS Alerts, the percentage indicated in Exhibit C as being the “Ericsson Revenue Share” for the relevant type of MMS Alert, of the Retail Price (as defined below) of all MMS Alert subscriptions in effect at any time during the month, but in any event, no less than the Minimum Amount for such MMS Alert type as set out in Exhibit C. |
In no event will the total Content Fee (including the fee for Downloadable Content
and MMS Alerts) payable by Customer during each month be less than $***. Ericsson
agrees to negotiate in good faith with Customer on a case by case basis to provide
Customer with opportunities to offer Downloadable Content at promotional rates by
reducing the Minimum Amount Customer pays for the limited period of the promotional
event.
5.2.2 The Downloadable Content will be considered “Purchased” by the Subscriber,
when the Subscriber accepts to purchase such Downloadable Content via their handset
or via the Web Subscription Portal and Ericsson successfully delivers the CDR for
that Downloadable Content to Customer.
5.2.3 The “Retail Price” of Content shall be equal to the price established by
Customer for the relevant Content, as communicated to Ericsson at least 20 business
days before the price is offered to Subscribers.
5.2.4 Should Customer require content in addition to the Content specified in
Exhibit C, the cost of integration and the monthly fee for such content will be
negotiated and agreed upon in writing in accordance with the Change Control
Procedure set forth in the HMS Agreement.
5.2.5 Customer will provide written notice to Ericsson with respect to any Content
for which it claims a credit, in the form of the Credit Request Form set out in
Exhibit B. If after reasonable verification Ericsson confirms that the Content was
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Exhibit 10.6(c) REDACTED
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TREATMENT REQUESTED
defective, Ericsson shall issue a refund, equal to the amount paid to Ericsson for
the defective Content that shall be applied to the Customer’s next monthly invoice.
| 5.3 | WAP Service Fee: |
5.3.1 RCC acknowledges that Ericsson has upgraded, the system utilized to provide
the Managed Content Services (the “System”) to Customer to support the new WAP
Service levels defined in Exhibit D.
5.3.2 As of the Effective Date, Ericsson will support the service described in
Exhibit D (the “Premium WAP Content Service”).
5.3.3 Commencing as of the Effective Date, the monthly WAP Service Fee will equal
$*** times the number of Active Subscribers during that month. In no event shall
the monthly WAP Service Fee be less than $*** or more than $***.
| 5.4 | If Ericsson creates new functionality with respect to managed content that provides (i) an adult content rating system or (ii) controls limiting access to adult content, then Ericsson will make such new functionality available to Customer on terms comparable to the terms Ericsson offers customers similar to Customer. |
| 5.5 | Customer will, within 10 days after the Effective Date and on or before January 15th of each year thereafter during the Term, issue a Purchase Order with a blank amount “Blanket Purchase Order” and Ericsson will issue monthly invoices against such Blanket Purchase Orders for the fees due hereunder. |
| 5.6 | Ericsson will audit the System by the fifth day of each month during the Term, starting with the 5th of March, and will, no later than the 25th day of each month, generate an invoice and a report for the period starting on the first day of the previous month and ending on the last day of the previous month. The report will include the following information: (i) the number of MMS Alerts subscriptions by MMS Alert type in effect at any time during the previous calendar month, (ii) the number of Downloadable Content downloads by Content type Purchased by Subscribers during the previous calendar month, and (iii) the number of Active Subscribers during that month. The invoice will set out the Content Fee and the monthly WAP Service Fee payable to Ericsson as set out above. Notwithstanding the foregoing, no audit referenced in this section shall interfere with or in any way downgrade the operation of the System. Customer shall pay the amount of the invoice within the 30 days following the date of the invoice. Customer has full rights to review and to provide to Ericsson a notice of dispute with respect to the audit results within the sixty days following the date of the invoice. Any notice of dispute must contain the following information: (i) the number of MMS Alerts Subscriptions by Content type being disputed during the calendar month and the reason for the dispute (ii) the number of Downloadable Content downloads by Downloadable Content type being disputed during the calendar month and the reason for the dispute, (iii) the disputed number of Active Subscribers during the month and the reason for the dispute. Ericsson will respond within the thirty days following its receipt of such notice of dispute with clarification of the disputed items, corrections to the report or adjustments to the invoices. If necessary, reconciliation will be made on the next invoice. If the parties cannot reach an agreement with respect to the disputed invoice within 150 days of the date of the invoice, Ericsson’s KAM Vice President and Customer’s Vice President of Product Development will meet within 15 days of a notice by either party to the other, with |
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Exhibit 10.6(c) REDACTED
CONFIDENTIAL
TREATMENT REQUESTED
| the intention of resolving the dispute. If the dispute cannot be resolved after 30 days the parties have the option to invoke the dispute resolution process set out in the HMS Agreement. |
| 5.7 | The credit due to Customer pursuant to section 11 of the HMS Agreement shall be equal to *** of the total monthly fee (including the Content Fee set out in Section 5.2 and the WAP Service Fee set out in Section 5.3) for every day, or substantial portion thereof, during the month in which the service level set forth in Exhibit A-3, Section 1 is not met or the Managed Content Services do not operate in accordance with the specifications set forth in this Schedule which are material to Customer revenues. If Ericsson fails to meet the service level set forth in Exhibit A-3 for three (3) consecutive calendar months, then Customer shall have the right to terminate this Schedule upon written notice of thirty (30) days and Ericsson shall provide Customer with reasonable co-operation with respect to transition to an alternative managed content service. |
| 6 | License Provisions and Obligations |
| 6.1 | Ericsson hereby grants to Customer during the Term a non-exclusive, non-transferable license in the Territory to use, display, reproduce, distribute, and make available the Content to Subscribers and permit Subscribers to use the Content on the mobile wireless devices, including the right to allow Subscribers to access and download the Content from the Portals. |
| 6.2 | The provisions of Section 7 of the HMS Agreement with respect to “Software” will apply to the Content provided by Ericsson to Customer hereunder. Without limiting the generality of the foregoing, Customer shall not decompile or reverse compile, reverse engineer or reverse assemble, change or otherwise modify the Content without the express written consent of Ericsson. Customer shall include language in Subscriber agreements prohibiting Subscribers from performing any of the above mentioned activities. |
| 6.3 | Customer grants to Ericsson a non-exclusive, non-transferable, non-sublicenseable, royalty-free limited right and license to use the service marks, trade marks, trade names, slogans, logos, designs and promotional material created or used by Customer (collectively, the “Customer Marks”), in connection with Ericsson’s hosting of the Portals and the Content for Customer. Ericsson shall comply with all rules and procedures pertaining to the Customer Marks prescribed by Customer from time to time of which Ericsson has been notified by Customer (collectively, the “Trademark Rules”). All use of the Customer Marks inures to the sole and exclusive benefit of Customer. Any unauthorized use of the Customer Marks, any alteration or defacement of the Customer Marks, or any use not in compliance with this Schedule or the Trademark Rules, by Ericsson or its personnel shall constitute infringement of Customer’s rights and a breach in a material respect of this Schedule. Ericsson acknowledges that it has no rights in or to the Customer Marks except as provided herein, and shall not acquire any rights in the Customer Marks or expectancy of their use as a result of any use of the Customer Marks by Ericsson. In the event this Schedule is terminated, Ericsson shall have no further rights to use the Customer Marks and shall immediately cease all use of the Customer Marks and shall deliver the originals and all copies of all materials bearing the Customer Marks to Customer, except for Customer Marks appearing on past records maintained by Ericsson. |
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Exhibit 10.6(c) REDACTED
CONFIDENTIAL
TREATMENT REQUESTED
| 6.4 | Customer will use commercially reasonable efforts to promptly notify Ericsson in writing upon Customer’s discovery of any unauthorized use or infringement of the System or the Managed Content Services or Ericsson’s copyright, trademark or other intellectual property rights and will reasonably co-operate with Ericsson in any action it may take with respect to such use or infringement. |
| 6.5 | The parties acknowledge that Ericsson shall have the ability to gather Subscriber usage data and other Subscriber information generated as a result of the operation of the Portals. Customer authorizes Ericsson to use this information only for the development of marketing activities agreed upon by both parties. Ericsson’s use of such information shall be in accordance with Customer’s established privacy policies of which Ericsson has been notified and all applicable laws, rules and regulations. All agreements entered into by Customer with Subscribers and third parties in relation to the Managed Content Services will be consistent with the provisions of this Schedule. |
| 6.6 | Both parties agree to meet at least twice a year to review the subscriber forecast and the scheduled Ericsson content offerings (as currently detailed in Tables 1 and 2 of Exhibit C) to support the Subscribers. Tables 1 and 2 of Exhibit C will be subject to change from time to time by mutual written agreement of the parties. |
| 6.7 | With respect to Content purchased by Ericsson from ESPN, EMI Music Marketing, UMG Recordings, Inc or Warner Music Inc. and made available to Customer, additional provisions, set out in Exhibits E-1, E-2, E-3 and E-4 will apply. |
| 6.8 | Subject to the provisions set out in the first two sentences of Section 14 (d) of the HMS Agreement, Ericsson’s Managed Content Services will comply with all applicable government regulations. |
| 7 | Additional Exclusions |
| 7.1 | In addition to the exclusions provided in the HMS Agreement, the following exclusions will apply: |
(a) For avoidance of doubt, the role of Ericsson under this Schedule is that of a
service provider (and not a content provider). Customer hereby acknowledges and
agrees that Ericsson does not create or have any control of the Content, which will
be provided by third parties and that Ericsson will have no liability resulting
from, arising out of or in connection with any of the Content or the use or
distribution thereof. Without limiting the foregoing, Customer agrees as follows:
(i) Ericsson will not be responsible or liable for any link contained in
the Content, or any changes or updates to the Content. Ericsson is not
responsible for any form of transmission received from any Content nor is
Ericsson responsible if the Content is not working appropriately.
(ii) The provision of Content by Ericsson does not imply endorsement by
Ericsson of a particular site or any association with its operators.
Customer and the Subscribers are responsible for viewing and abiding by
the privacy statements and terms of use posted on the Content site or
link.
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Exhibit 10.6(c) REDACTED
CONFIDENTIAL
TREATMENT REQUESTED
IN WITNESS WHEREOF, Ericsson and Customer have caused their respective
authorized representatives to execute this Schedule as of the Effective Date.
SIGNED for and on behalf
|
SIGNED for and on behalf | |
of Rural Cellular Corporation
|
of Ericsson Inc. | |
/s/ Xxx Xxxxxxx
|
/s/ Xxxxx Xxxxxxxx | |
Name: Xxx Xxxxxxx
|
Name: Xxxxx Xxxxxxxx | |
Title: Chief Operating Officer
|
Title: VP Sales | |
Date: April 25, 2007
|
Date: April 27, 2007 |
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Exhibit 10.6(c) REDACTED
EXHIBIT A1
CONFIDENTIAL
TREATMENT REQUESTED
MANAGED CONTENT SERVICES DESCRIPTION
| 1 | Managed Content Services Description |
| 1.1 | Managed Content Subscriber Features |
The following Table A1.1 describes the features included in the Managed Content Services.
| Item Number | Description | |
1
MMS Content Alerts Content |
1. MMS Content Alerts Functionality |
|
Ability to subscribe to content and have it pushed to the end-user including: |
||
a) Send Content via SMTP or MM7 based on subscription information. |
||
b) Ability to charge Subscribers for Managed Content
Generate Billing events based on Call Detail Records (“CDR”) to
be provided by Ericsson. |
||
2. Web Subscription Portal |
||
Content Subscription WEB GUI integrated into existing operator
portal |
||
a) Web site that allows consumers to subscriber/un-subscribe to
MMS content feeds |
||
b) Allow for user-configurable fields to further customize
feeds (location, age, preferences, likes, dislikes) |
||
3. Content Provider Recruitment |
||
a) Ericsson will recruit content providers for the platform |
||
4. Content Integration |
||
a) Ericsson will format and integrate all content into the
Managed content delivery system |
||
b) Ericsson will pass content provider XML feeds and formats
for MM7 delivery |
||
5. Content Settlement |
||
a) Ericsson will pay all fees for the content provided to the
content owners |
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Exhibit 10.6(c) REDACTED
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TREATMENT REQUESTED
| Item Number | Description | |
| 1. Downloadable Content | 1. WAP Functionality |
|
Ability to select and download content from a mobile device
including: |
||
a) Download Downloadable Content based on mobile device
capabilities. |
||
b) Ability to charge Subscribers for Managed Content Generate
Billing events based on Call Detail Records (“CDR”) to be
provided by Ericsson. |
||
2. WAP Portal |
||
WAP GUI integrated into portal |
||
Web site that allows to browse content offering and download
content |
||
3. Content Provider Recruitment |
||
(b) Ericsson will recruit content providers for the platform |
||
4. Content Integration |
||
a) Ericsson will format and integrate all content into the
Managed content delivery system |
||
b) Ericsson will format content for delivery via WAP Gateway
(MIEP) |
||
5. Content Settlement |
||
a) Ericsson will pay all fees for the Content provided to the
content owners |
||
| 3. WAP Gateway | Ericsson will supply a hosted WAP Gateway for WAP browsing and
downloads on WAP enabled handsets |
Table A1.1
Additional customization and future functionality to the Managed Content Services are
considered out-of-scope for the initial release of the Managed Content Services. If Customer
requests such customization and future functionality, Ericsson will provide Customer with a price
quote based upon Customer’s requirements. Customization and future functionality services are
contingent upon Customer agreeing to the quoted price and authorization for Ericsson to proceed
with the provision of such services as set forth in Exhibit B of the HMS Agreement.
| 1.2 | Implementation Services |
| 1.2.1 | Managed Content Alerts Content integration |
Table A1.2: Managed Content Alerts Content integration points.
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TREATMENT REQUESTED
| Item | Description | |
Alerts Web Subscription Portal
|
Ericsson will provide a Web Portal for the subscriber to select Managed Content Alerts content and delivery. The Web Portal will be linked to Customer’s existing web site. Customer will be responsible for all bandwidth necessary for Web Subscription Portal | |
MM7 Integration
|
Ericsson shall provide integration from Managed Content Alerts system to MMC MM7 interface | |
Billing Mediation Integration
|
Ericsson shall provide necessary configuration services to set up a standard FTP interface over an IP link for CDR delivery. The CDRs will be distributed in ASCII format. | |
Customer Care Interface
|
Ericsson shall provide a web based customer care tool for Customer’s use in supporting the end user . The customer care tool is intended for Customer’s customer support personnel, and not the Subscribers. | |
Transmission/Transport Requirements
|
Customer is responsible for connectivity to Ericsson’s hosting point of presence at the Ericsson’s hosting facility. | |
Content Integration
|
Ericsson shall integrate and format Content for the platform | |
Content Provisioning
|
Ericsson shall secure 10 content feeds at Commercial Launch Date. Thereafter, Ericsson will add one content feed, on average per month. | |
Terminal Verification
|
Ericsson will validate the MMS content towards all MMS terminals that have been validated as part of the MMS & WAP Hosted Services agreement |
Table A1.2
| 1.2.2 | Downloadable Content integration |
Table A1.3: Managed Downloadable Content integration points.
| Item | Description | |
Web Portal
|
Ericsson will provide a web Portal for the Subscriber to select Downloadable Content for download to the Subscriber’s mobile device. The web portal will be linked to Customer’s existing Web site. Customer will be responsible for all bandwidth necessary for web portal | |
WAP Portal Integration
|
Ericsson shall provide integration of the WAP Portal to the WAP gateway. | |
Billing Mediation Integration
|
Ericsson shall provide necessary configuration services to set up a standard FTP interface over an IP link for CDR delivery. The CDRs will be distributed in ASCII format. | |
WAP Gateway (MIEP) Integration
|
Ericsson shall provide integration of the WAP Gateway towards the Customer packet data network. | |
WAP Authentication
|
Ericsson shall provide integration of the WAP Gateway towards the Customer RADIUS server for authentication. | |
Transmission/Transport Requirements
|
Customer is responsible for connectivity to Ericsson’s hosting point of presence at the Ericsson’s hosting facility. | |
Customer Care Interface
|
Ericsson shall provide a web based customer care tool for Customer’s use in supporting the end user. The customer care tool |
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TREATMENT REQUESTED
| Item | Description | |
| is intended for Customer’s customer support personnel, and not the Subscribers | ||
Content Integration
|
Ericsson shall integrate and format content for the platform | |
Content Provisioning
|
Ericsson shall secure ring tones, images and java games to be available at Commercial Launch Date. Thereafter, Ericsson shall secure additional content on an as needed basis and as agreed basis. | |
Terminal Verification
|
Ericsson will validate the Downloadable Content towards 8 terminals (CDMA & GSM) in total at system launch. Additionally, Ericsson shall validate Downloadable Content towards 2 additional terminals per quarter. |
Table A1.3
If Customer requests integration services not expressly included in this Schedule, Ericsson
will provide Customer with a price quote based upon Customer’s requirements. The provision of
additional integration services is subject to Customer’s agreement to the quoted price and
authorization to Ericsson to proceed in accordance with Exhibit B to the HMS Agreement.
1.3 Reporting Services
| Item Number | Description | |
1. Managed Content
Performance Report
|
Managed Content Performance Report indicating current and historical performance data of the Managed Content Services by the end of every month. The report should contain, at a minimum: | |
| a. Number of Managed Content Alerts Subscriptions by content type | ||
| b. Number of WAP Downloads by content type | ||
| c. KPI monthly values. | ||
2. Managed Content
Services Usage
Report
|
Managed Content Services Usage Report indicating Subscriber use of the Managed Content Services. |
Table A1.4
New reports or additional information requested by Customer to be an amendment of an existing
report will be handled by the Change Management Procedure, as defined in Exhibit B of the HMS
Agreement.
| 1.4 | Operations Services |
During the Term of this Schedule, Ericsson will manage and operate the System and provide the
Managed Content Services in compliance with mutually agreed upon work level agreements and as set
forth in Exhibit A2 and Exhibit A3.
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| 1.4.1 | System Updates |
System updates (i.e., same or higher functionality as previous platform) for all Managed Content
nodes will be implemented at no additional charge to Customer, when, in Ericsson’s determination,
such updates are necessary to meet the performance commitments of this Schedule. Ericsson shall
provide reasonable advance written notice to Customer any such System updates. In no event shall
such notice be less than fifteen (15) days.
Additional Managed Content hardware and software will be deployed at no additional charge to
Customer, to maintain current and future system performance goals according to Subscriber growth
forecasts provided by Customer in accordance with this Schedule.
| 1.4.2 | Performance Management |
Ericsson will record and analyze statistical data from the System to ensure that the System is
operating in accordance with the Service Levels set forth in this Schedule.
| 1.4.3 | Fault Management and Recovery |
Ericsson shall identify and remedy all material failures of the System in accordance with the
specifications set forth in this Schedule. Fault Management and Recovery escalation, notification
and response times are described in Exhibit A3. The activities to be performed by Ericsson
include:
| • | Log faults and alarm handling activity. |
| • | Handle alarms according to instructions in System library. |
| • | Investigate reported faults by using System library and normal diagnostic functions, with assistance from Ericsson’s Support Center. |
| • | Correct all faults, with assistance from Ericsson’s Support Center, if necessary. |
| • | Issue customer support requests (“CSRs”) to Ericsson’s Support Center. |
| • | Communicate Fault Management and Recovery progress to Customer. |
| • | Coordinate troubleshooting activity with Customer’s Network Operations Center (NOC). |
| 1.4.4 | Data Handling |
At no additional charge to Customer, Ericsson will provide data management for the System
(exclusive of Subscriber provisioning). The activities to be performed by Ericsson are:
| • | Regularly execute scheduled security and database recovery backups. |
| • | Implement software updates and enhancement packages into the System. |
| • | Back up the System data nightly. Ericsson will maintain the backup operational data for five (5) calendar days. After five (5) calendar days the backup data will be destroyed. |
| • | Unretrieved end user data will expire after three (3) days. | ||
| • | Data included in the backup consists of: |
| • | Call Data Records o | ||
| • | Subscriber Database (provisioning information only) | ||
| • | System configuration data |
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CONFIDENTIAL
TREATMENT REQUESTED
| 1.4.5 | Maintenance |
At no additional charge to Customer, Ericsson will provide the following routine maintenance for
the System in accordance with Ericsson’s recommended schedules:
| • | All preventive maintenance specified by any third party hardware/software component of the System. |
| • | Validity testing of security and database backups. |
| • | Monthly preventive inspections and maintenance of the System, including general adjustments and cleaning. |
| • | General System fault software correction maintenance. |
| • | Replacement of faulty hardware units. |
| 2 | Trouble Response Performance | |
| 2.1 | Severity Levels |
A Severity Level will be assigned to each problem, based on the severity definitions shown
below. Ericsson will complete a detailed analysis and assessment of the reported problem and
assign the Severity Level to remain consistent with the definitions shown below. The term
“traffic” used in the table below shall mean a Managed Content Message.
| Severity | Description | |
EMERGENCY
|
Customer is effectively unable to provide the Managed Content Services to its Subscribers. | |
| Examples: | ||
| A complete outage of critical service | ||
| A reoccurring temporary outage of a critical service | ||
| Inability to provision a critical service | ||
| Loss of substantial billing data | ||
| Substantial inability to service Subscriber help requests | ||
HIGH
|
The ability of Customer to provide the Managed Content Services is significantly limited or degraded and/or the System is interrupted and restored but a high risk of reoccurrence of the fault exists) | |
| Examples: | ||
| A significant degradation of a critical service occurs | ||
| Results of critical services are materially different from those described in the product definition | ||
MEDIUM
|
Severe problems or disturbances affecting a specific area of functionality, but not the whole system. | |
| Serious disturbance with impact given to end-user services. [Examples: | ||
| Degraded performance or incorrect behavior of a specific area of functionality, but not the whole system. | ||
| Recent modifications cause services to operate in a way that is materially different from those described in the product definition for non-essential features | ||
LOW
|
General consultation and minor problems that have a minor effect on the functionality of the product. | |
| Problem encountered; irritant; minimal impact to business operation process. | ||
| Examples: | ||
| Faults that do not disturb traffic or cause any loss of service such as incorrect System printouts, documentation faults, and minor design imperfections. Operational questions. | ||
| A small system delay occurred, but no loss of data is experienced |
Schedule 2 to HMS Agreement — Managed Content Services
Page 13 of 35
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Exchange Commission pursuant to a request for confidential treatment.
Exhibit 10.6(c) REDACTED
CONFIDENTIAL
TREATMENT REQUESTED
| Severity | Description | |
| A minor application error occurred Documentation errors. |
Table A1.5
Table A1.6 lists the Remedy, Restoration, and Response Times for each severity level, and the
accuracy. Ericsson shall utilize commercially reasonable efforts to achieve these time and
accuracy targets.
| Remedy | Restoration | Response | ||||||
| Severity | Accuracy | Time | Time | Time | ||||
| Emergency | 90 % | 4 Hours | 10 Days** | 15 min | ||||
| High | 70 % | 8 Hours | 15 Days** | 1 hour* | ||||
| 90 % | 24 Hours | |||||||
| Medium | 90 % | 24 Hours | 30 Days** | 30 min | ||||
| Low | 90 % | 7 days | 60 Days** | 8 Hours* |
| * | Working hours | |
| * * | Working Days |
Table A1.6
“Remedy” means the restoration of normal service through a workaround or other
temporary fix. The fault has been solved but a final solution is not yet in place.
“Remedy Time” is the time from when a fault is acknowledged until a Remedy has been found.
“Restoration Time” is the time from when a fault is reported to Ericsson until final
resolution of the fault.
“Response Time” is the time from when a fault is reported to Ericsson until acknowledgement
of the event. Measuring of response time will be done in hours and minutes.
“Working Days” are Monday to Friday, US holidays excluded.
“Working Hours” are 8:00 am to 5:00 pm Central Standard Time on a Working Day.
Ericsson will provide System support, monitoring and maintenance of the Managed Content Services,
24 hours per day, 7 days per week (“24/7”). The parties will provide each other with immediate
notice of any Managed Content Services-affecting issues or suspected faults through each other’s
Network Operations Center (“NOC”). Ericsson shall respond to any such issue immediately upon
receipt of a disturbance alarm from the Managed Content platform.
Schedule 2 to HMS Agreement — Managed Content Services
Page 14 of 35
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TREATMENT REQUESTED
Ericsson shall perform planned/scheduled maintenance during a five-hour maintenance window between
12:00 a.m. and 5:00 a.m., Central Time, unless mutually agreed otherwise by the parties. Ericsson
shall use commercially reasonable efforts to avoid System downtime during maintenance window hours.
In the event Ericsson anticipates that System downtime during scheduled maintenance will exceed
six (6) hours in any thirty (30) day period, Ericsson shall notify Customer thereof, and the
parties will mutually determine how to minimize any disruptive effects of such downtime.
Except in the case of emergencies, Ericsson shall provide Customer with at least five (5) business
days notice prior to performing scheduled maintenance. Maintenance performed with less than two
(2) business days notice prior to authorization will not be considered “scheduled maintenance” as
such term may be interpreted in this Schedule.
Ericsson shall adhere to the requirements of the Service Level Description, including but not
limited to, the Quality of Service Levels and Key Performance Indicators included in Exhibit A3.
| 2.2 | Customer Support Requests |
For CSRs reported on Ericsson’s telephone Network Management Center toll-free number, Fault
Management and Recovery support shall be provided by Ericsson 24/7. The Service is focused on
ensuring a quick restoration of the Managed Content in the event of an Emergency.
In an Emergency, an Ericsson Network Management Center representative with appropriate skills and
System knowledge will respond to the Managed Content alarm in the response time set forth in
Ericsson lead-times specified on Table A1.5 of this Schedule.
Emergency Service is considered completed when an agreed solution is reached or when the Managed
Content Services and System operate in conformance with the specifications set forth in this
Schedule (as it may be amended in accordance with the change management procedures set forth
herein). Within 48 hours of the Remedy of a fault, Ericsson will provide Customer with a written
report, containing a detailed description of the disturbance, corrective action, and
recommendations of future actions.
Schedule 2 to HMS Agreement — Managed Content Services
Page 15 of 35
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Exhibit 10.6(c) REDACTED
EXHIBIT A2
CONFIDENTIAL
TREATMENT REQUESTED
RESPONSIBILITY MATRIX
1 Summary of Service Scope
The Managed Content Services processes are divided into three domains, as set forth below:
| Domains | ||||||
| Network Operation | Planning and | |||||
| & Maintenance | Design | Implementation | ||||
Processes
|
• Operations
Management and
Control
|
• Service
Performance and
Capacity Management
|
• Service
Capability Delivery |
|||
• Service and
Network Assurance
|
• Customizations |
|||||
Customizations
Review requests for changes and customizations from Customer and implement based upon process
described in Exhibit B of the HMS Agreement.
Operations Management and Control
Ensure that the operational system and operational capabilities (i) are set-up and executed to
fulfill the KPI’s and Service Level as defined in Exhibit A3, and (ii) maintain the over-all
control of the network facing operations.
Service and Network Assurance
Optimize services and network resources and maintain KPIs as defined in Exhibit A3 for the
installed Managed Content Services capability.
Service Performance and Capacity Management
Optimize performance of the System, (considering cost, quality, utilization, capability
expansion and retiring) according to performance targets set in Exhibit A3.
Service Capability Delivery
Build and rollout service and network capabilities according to mutually agreed schedules.
Schedule 2 to HMS Agreement — Managed Content Services
Page 16 of 35
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Exhibit 10.6(c) REDACTED
CONFIDENTIAL
TREATMENT REQUESTED
| 1.1 | Definitions |
The following RASCI characters used in the tables below are defined as:
R = Responsibility for performing the deliverables
A = Approval to be given by Customer / Ericsson
S = Support to be given by Customer / Ericsson
C = Customer / Ericsson must consult Customer / Ericsson
I = Customer / Ericsson must provide information to Customer / Ericsson
A = Approval to be given by Customer / Ericsson
S = Support to be given by Customer / Ericsson
C = Customer / Ericsson must consult Customer / Ericsson
I = Customer / Ericsson must provide information to Customer / Ericsson
| 2 | Operations Management and Control |
| Responsibilities | ||||||||
| SYSTEM HOSTING | Customer | ERICSSON | Remarks | References | ||||
Activities |
||||||||
Facilities and Transmission |
R | |||||||
Intra Managed Content node transmission |
R | |||||||
Deliverables |
||||||||
Managed Content to MMS-C Connectivity |
I | R | Transmission | |||||
Table A2.1
| Responsibilities | ||||||||
| MANAGEMENT AND REPORTING | Customer | ERICSSON | Remarks | References | ||||
Activities |
||||||||
Operations management
|
S/I | R | ||||||
Operations performance reporting
|
S/I | R | ||||||
Deliverables |
||||||||
Managed Content Services Performance Report |
I | R | Customer may audit results | |||||
Managed Content Network Status Report
|
I | R | Customer may audit results | |||||
Table A2.2
Schedule 2 to HMS Agreement — Managed Content Services
Page 17 of 35
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Exhibit 10.6(c) REDACTED
CONFIDENTIAL
TREATMENT REQUESTED
| Responsibilities | ||||||||
| CONTINUOUS IMPROVEMENT | Customer | ERICSSON | Remarks | References | ||||
Activities |
||||||||
Continuous control and evaluation of processes
and procedures
|
R | R | Customer responsible for dedicated resource/interface to process | |||||
Operations quality performance and control
|
S/I | R | ||||||
Deliverables |
||||||||
Update of relevant documents
|
I | R | ||||||
| OVERALL Managed | ||||||||
| Content NETWORK | Responsibilities | |||||||
| PLANNING AND CONTROL | Customer | ERICSSON | Remarks | References | ||||
Activities |
||||||||
High level planning
|
I | R | ||||||
Configuration control
|
I | R | ||||||
Deliverables |
||||||||
Reliable records of
Managed Content
network
configuration
|
R | |||||||
Table A2.3
Schedule 2 to HMS Agreement — Managed Content Services
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Exhibit 10.6(c) REDACTED
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TREATMENT REQUESTED
Table A2.4
| Responsibilities | ||||||||
| OPERATIONS CAPABILITY MANAGEMENT | Customer | ERICSSON | Remarks | References | ||||
Activities |
||||||||
Interface management
|
S | R | ||||||
Support systems and communication management
|
R | |||||||
People support and scheduling
|
R | |||||||
Workplace facilities support
|
R | For NMC | ||||||
Security management
|
I/R | R | Customer responsible for Billing |
|||||
Secure storage of all data backup tapes
|
R | R | Customer responsible for Billing |
|||||
Deliverables |
||||||||
Working Level Agreement with Customer
|
R | R | ||||||
Security policy for Managed Content managed services |
I | R | ||||||
Data backup log
|
R | R | Customer responsible for Billing |
|||||
Disaster recovery plan for System
|
R | R | ||||||
Schedule 2 to HMS Agreement — Managed Content Services
Page 19 of 35
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Exhibit 10.6(c) REDACTED
CONFIDENTIAL
TREATMENT REQUESTED
3 Service And Network Assurance
3.1 Service Quality Management
| Responsibilities | ||||||||||||
| SURVEILLANCE | Customer | ERICSSON | Remarks | References | ||||||||
Activities |
||||||||||||
Network Monitoring |
I | R | ||||||||||
Complaint Handling (support to
Customer Care) |
I/R | S | ||||||||||
Event Logging and Administration |
I | R | ||||||||||
Deliverables |
||||||||||||
System Status Report |
I | R | ||||||||||
Trouble Reports |
I | R | ||||||||||
Event Logs |
I | R | ||||||||||
Table A2.5
| MAINTENANCE AND | Responsibilities | |||||||
| REPAIR | Customer | ERICSSON | Remarks | References | ||||
Activities |
||||||||
On-site maintenance
|
R | |||||||
Inventory, management
of spare parts and
fault part handling
|
R | |||||||
Deliverables |
||||||||
Maintenance plan
|
I | R | ||||||
Preventive maintenance
|
R | Not applicable when performed as scheduled maintenance |
||||||
Table A2.6
Schedule 2 to HMS Agreement — Managed Content Services
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Exhibit 10.6(c) REDACTED
CONFIDENTIAL
TREATMENT REQUESTED
| Responsibilities | ||||||||
| SERVICE QUALITY MANAGEMENT | Customer | ERICSSON | Remarks | References | ||||
Activities |
||||||||
Quality performance assessment – short term |
I | R | ||||||
Quality performance optimization
|
R | |||||||
Deliverables |
||||||||
System Status Report to Customer
|
I | R | ||||||
Action Plan when required
|
A | R | ||||||
Table A2.7
| Responsibilities | ||||||||||||
| PROBLEM MANAGEMENT | Customer | ERICSSON | Remarks | References | ||||||||
Activities |
||||||||||||
Problem Analysis and Fault Localization |
R | |||||||||||
Service problem management |
R | |||||||||||
Managed Content Network problem
management |
R | |||||||||||
Deliverables |
||||||||||||
Problem categorized |
R | R | Based on party | |||||||||
| opening TT | ||||||||||||
Problem recorded in Trouble Ticket |
I/R | R/I | Based on party | |||||||||
| opening TT | ||||||||||||
Customer management notified of
service-affecting problems |
I | R | ||||||||||
Customer ’s management informed of
serious problems |
I | R | ||||||||||
Define and implement problem resolution |
I | R | ||||||||||
Detailed report on problem resolution |
I | R | ||||||||||
Table A2.8
Schedule 2 to HMS Agreement — Managed Content Services
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TREATMENT REQUESTED
Table A2.9
| RESOURCE DATA COLLECTION AND | Responsibilities | |||||||
| CONTROL | Customer | ERICSSON | Remarks | References | ||||
Activities |
||||||||
Performance data management
|
R | |||||||
Transfer of billing data (CDRs) to
Customer billing platforms
|
R | S/I | ||||||
Assurance of billing data dispatch (CDR)
|
R | |||||||
Deliverables |
||||||||
Performance data stored
|
I | R | ||||||
Billing data (CDRs) delivery
|
R | S | ||||||
| Responsibilities | ||||||||||||
| SYSTEM UPGRADE MANAGEMENT | Customer | ERICSSON | Remarks | References | ||||||||
Activities |
||||||||||||
Product release information – Ericsson System |
I | R | ||||||||||
System upgrade – Ericsson System |
I | R | ||||||||||
Deliverables |
||||||||||||
Product documentation – Ericsson |
I | R | ||||||||||
System upgrade implementation plan -
Ericsson System |
I | R | ||||||||||
Table A2.10
Schedule 2 to HMS Agreement — Managed Content Services
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Exhibit 10.6(c) REDACTED
CONFIDENTIAL
TREATMENT REQUESTED
4 Service Performance and Capacity Management
| Responsibilities | ||||||||||||
| SERVICE PERFORMANCE | Customer | ERICSSON | Remarks | References | ||||||||
Activities |
||||||||||||
Performance assessment – long term |
I | R | ||||||||||
Performance optimization |
R | |||||||||||
Performance assessment – reporting |
R | |||||||||||
Deliverables |
||||||||||||
Suggestions for capacity expansions |
I | R | ||||||||||
Suggestion plan for optimization |
I | R | ||||||||||
Performance report for Customer |
I | R | ||||||||||
Table A2.11
| Responsibilities | ||||||||||||
| SERVICE CAPACITY PLANNING | Customer | ERICSSON | Remarks | References | ||||||||
Activities |
||||||||||||
Subscriber Forecasting |
R | I | ||||||||||
Service Capacity Planning |
S | R | ||||||||||
Deliverables |
||||||||||||
Subscriber Forecast Projection Report |
R | I | ||||||||||
Expansion Plans (matching traffic forecasts) |
I | R | ||||||||||
Nominal Plan Update Suggestion |
I | R | ||||||||||
Table A2.12
Schedule 2 to HMS Agreement — Managed Content Services
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Exhibit 10.6(c) REDACTED
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TREATMENT REQUESTED
Table A2.13
| Responsibilities | ||||||||||||
| CONTENT PROVISIONING | Customer | ERICSSON | Remarks | References | ||||||||
Activities |
||||||||||||
Recruit Content Providers |
I | R | ||||||||||
Format Content |
I | R | ||||||||||
Integrate Content to Platform |
||||||||||||
Deliverables |
||||||||||||
Content Roadmap |
I | R | ||||||||||
Content Usage Report |
I | R | ||||||||||
Content Integration Schedule |
I | R | ||||||||||
5 Customizations
| Responsibilities | ||||||||||||
| Customization Responsibilities | Customer | ERICSSON | Remarks | References | ||||||||
Activities |
||||||||||||
Customization Requirements
|
R | S | ||||||||||
Submit Change Request Form
|
R | I/A | ||||||||||
Purchase Order Commitment
|
R | I | ||||||||||
Installation
|
S | R | ||||||||||
System integration
|
S | R | ||||||||||
Feature Hand-over and Acceptance
|
A | R | ||||||||||
Deliverables |
||||||||||||
Quick Study
|
I | R | ||||||||||
Installation and Integration Plans
|
A | R | ||||||||||
Test Plan
|
A | R | ||||||||||
Documentation, (e.g. test reports,
outstanding items list, etc.)
|
I/A | R | ||||||||||
Table A2.14
Schedule 2 to HMS Agreement — Managed Content Services
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TREATMENT REQUESTED
6 Service Capability Delivery
| FEATURE INSTALLATION AND | ||||||||
| INTEGRATION | Responsibilities | |||||||
| ERICSSON SUPPLIED EQUIPMENT | Customer | ERICSSON | Remarks | References | ||||
Activities |
||||||||
Sales and Order Handling
|
R | |||||||
Project Management
|
S | R | ||||||
Integration Analysis
|
I | R | ||||||
Site Engineering & Interconnectivity
|
S | R | ||||||
Product Configuration
|
S | R | ||||||
Installation
|
R | |||||||
System Integration
|
R | |||||||
Deliverables |
||||||||
Installation and Integration Plans
|
R | |||||||
Test Plan
|
S | R | ||||||
Feature Test Report
|
A | R | ||||||
Specification for Interconnectivity
|
R | R | ||||||
Site Requirements
|
R | All Managed Content nodes |
||||||
Documentation, (e.g., test
reports, inventory list,
outstanding items list etc.)
|
I/A | R | ||||||
Table A2.15
Schedule 2 to HMS Agreement — Managed Content Services
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CONFIDENTIAL
TREATMENT REQUESTED
EXHIBIT A3
KEY PERFORMANCE INDICATORS
Key Performance Indicators
The Key Performance Indicators for the Managed Content Services are (i) the Web GUI
Availability Level for the WAP Portal, (ii) the Web GUI Availability Level for the MMS Alerts Web
Portal, (iii) the Service Availability Level for the WAP Portal and (iv) the Service Level
Availability Level for the MMS Alerts Web Portal, all as defined below. Ericsson’s obligation to
meet these Service Availability Levels is contingent upon the fulfillment by Customer of its
responsibilities in this Schedule.
| WEB GUI Availability Level (%) | Effective Date | |
99.5%
|
From Commercial Launch Date |
Table A3.1
Web GUI Availability, as calculated using the formulas shown below in Table A3.2, shall be
measured separately for MMS Alerts and Downloadable Content, over the period of each calendar
month, calculated as set forth below; provided that Web GUI Availability shall be measured on a
prorated basis for the first and last months that this Schedule is in effect:
| Planned Service Availability | = | Available Time in Month - minus Scheduled Downtime | ||||
| Actual Service Availability Service | = | Planned Service Availability - minus Unscheduled Downtime | ||||
| Availability Level (%) |
= | Actual Service Availability divided by Planned Service Availability in that month |
Table A3.2
For any System Outage, the “Unscheduled Downtime” period begins when a System Outage
pertaining to the Platform as described below is reported to Ericsson’s Technical Support. The
“Unscheduled Downtime” period ends when a Remedy is found.
“Web GUI Availability” means the availability of the Web GUI for both the WAP portal (Web client)
and the MMS alerts web portal as measured at the web servers on the Ericsson System (i.e. excluding
measurements of the internet connectivity).
“System Outage” means any event that precludes more than 10% of Web GUI access attempts from
processing during the event.
“Total Web GUI Availability” means the total time during the month excluding any periods of
scheduled maintenance.
Schedule 2 to HMS Agreement — Managed Content Services
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TREATMENT REQUESTED
“Actual Web GUI Availability” for a month means Total Web GUI Availability for the month minus the
total minutes of all System Outages for the month divided by Total Service Availability. (Actual
Service Availability — Total Minutes of all System Outages / Total Web GUI Availability)
| Service Availability Level (%) | Effective Date | |
99.5%
|
From Commercial Launch Date |
Table A3.2
Service Availability Level, as calculated using the formulas shown below in Table A3.2, shall
be measured separately for MMS Alerts and Downloadable Content over the period of each calendar
month, calculated as set forth below; provided that Service Availability Level shall be measured on
a prorated basis for the first and last months that this Schedule is in effect:
Planned Service Availability
|
= | Available Time in Month – minus Scheduled Downtime | ||
Actual Service Availability
|
= | Planned Service Availability – minus Unscheduled Downtime | ||
Service Availability Level (%)
|
= | Actual Service Availability divided by Planned Service Availability in that month |
Table A3.2
For any System Outage, the “Unscheduled Downtime” period begins when a System Outage
pertaining to the System as described below is reported to Ericsson’s Technical Support. The
“Unscheduled Downtime” period ends when a Remedy is found.
“Service Availability” means the availability of the System to deliver the Content.
“System Outage” means any event that precludes the System from processing more than 10% of the
attempts to access the Content.
“Total Service Availability” means the total time during the month excluding any periods of
scheduled maintenance.
“Actual Service Availability” for a month means Total Service Availability for the month minus the
total minutes of all System Outages for the month divided by Total Service Availability. (Actual
Service Availability – Total Minutes of all System Outages / Total Service Availability).
Schedule 2 to HMS Agreement — Managed Content Services
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Exhibit 10.6(c) REDACTED
CONFIDENTIAL
TREATMENT REQUESTED
EXHIBIT B
CREDIT REQUEST FORM
| MSISDN or | File Name | Date & Time | Reason for | |||||
| Phone Number | (Title) | Downloaded | Content Type | Credit | ||||
Please submit in a CSV File Format
Schedule 2 to HMS Agreement — Managed Content Services
Page 28 of 35
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Exhibit 10.6(c) REDACTED
CONFIDENTIAL
TREATMENT REQUESTED
EXHIBIT C
TYPE OF CONTENT, PERCENTAGES AND MINIMUM AMOUNTS
1. MMS Alerts
| Ericsson | ||||||||||
| Content | Content | Minimum | Revenue | |||||||
| Provider | Type | Content Sub Type | Amount | Share | Billing Id | |||||
Accuweather
|
Alerts | 3-day weather forecast | $*** | ***% | Accu_3Day | |||||
Accuweather
|
Alerts | Severe Weather Warnings | $*** | ***% | Accu_SevereWeather | |||||
Gizmoz
|
Alerts | Gypsy Genie | $*** | ***% | Gizmoz_Jeannie | |||||
Gizmoz
|
Alerts | Moodz Animation | $*** | ***% | Gizmoz_Emotionz | |||||
GoComics
|
Alerts | Best of Garfield | $*** | ***% | GC_Garfield | |||||
Hip n’ tasty
|
Alerts | A1 Graffiti | $*** | ***% | HnT_A1Grafitti | |||||
Hip n’ tasty
|
Alerts | World of Wallpapers | $*** | ***% | HnT_Wallpapers | |||||
MindMatics
|
Alerts | Fortune Cookies | $*** | ***% | PlanB_FortuneCookies | |||||
MindMatics
|
Alerts | Too Bad | $*** | ***% | PlanB_TooBad | |||||
MindMatics
|
Alerts | Top Cartoons | $*** | ***% | PlanB_TopCartoons | |||||
MindMatics
|
Alerts | Your Daily Horoscope | $*** | ***% | PlanB_Horoscope | |||||
Oasis
|
Alerts | AP Business News Headlines | $*** | ***% | AP_Business | |||||
Oasis
|
Alerts | AP Entertainment News Headlines | $*** | ***% | AP_Entertainment | |||||
Oasis
|
Alerts | AP Health News Headlines | $*** | ***% | AP_Health | |||||
Oasis
|
Alerts | AP Political News Headlines | $*** | ***% | AP_Political | |||||
Oasis
|
Alerts | AP Science News Headlines | $*** | ***% | AP_Science | |||||
Oasis
|
Alerts | AP Sports News Headlines | $*** | ***% | AP_Sports | |||||
Oasis
|
Alerts | AP Strange News Headlines | $*** | ***% | AP_Strange | |||||
Oasis
|
Alerts | AP Technology News Headlines | $*** | ***% | AP_Technology | |||||
Oasis
|
Alerts | AP US News Headlines | $*** | ***% | AP_US | |||||
Oasis
|
Alerts | AP World News Headlines | $*** | ***% | AP_World | |||||
Readers Digest
|
Alerts | Health Tips | $*** | ***% | RD_HealthTips | |||||
Readers Digest
|
Alerts | Word Power | $*** | ***% | RD_WordPower |
Schedule 2 to HMS Agreement — Managed Content Services
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Exhibit 10.6(c) REDACTED
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TREATMENT REQUESTED
2. Dowloadable Contents
| Ericsson | ||||||||||
| Minimum | Revenue | |||||||||
| Content Provider | Content Type | Content Sub Type | Amount | Share | Billing Id | |||||
9squared
|
Images | Standard | $*** | ***% | cw35-30 | |||||
9squared
|
Master Tones | Indie | $*** | ***% | mt35-52 | |||||
9squared
|
Ring Tones | Indie | $*** | ***% | pr35-35 | |||||
Disney
|
Games | premiumbranded | $*** | ***% | jg85-324 | |||||
Disney
|
Images | Premium | $*** | ***% | pw40-100 | |||||
Disney
|
Master Tones | majorentbrand | $*** | ***% | mt40-100 | |||||
EMI
|
Master Tones | majorlabel | $*** | ***% | xx00-000 | |||||
XXXX
|
Games | premiumbranded | $*** | ***% | xx00-000 | |||||
XXXX
|
Images | premium | $*** | ***% | xx00-000 | |||||
XXXX
|
Master Tones | majorentbrand | $*** | ***% | mt40-100 | |||||
Gameloft
|
Games | standard | $*** | ***% | jg50-125 | |||||
Gameloft
|
Games | standardbranded | $*** | ***% | jg70-200 | |||||
Gameloft
|
Images | Standard | $*** | ***% | cw50-35 | |||||
Gameloft
|
Ring Tones | Polyphonic | $*** | ***% | pr50-35 | |||||
Getty Images
|
Games | standardbranded | $*** | ***% | jg70-100 | |||||
Getty Images
|
Images | Standard | $*** | ***% | cw50-25 | |||||
Lagardere
|
Master Tones | Indie | $*** | ***% | mt40-60 | |||||
Magmic, Inc.
|
Games | premiumbranded | $*** | ***% | jg70-200 | |||||
Magmic, Inc.
|
Games | standardbranded | $*** | ***% | jg50-125 | |||||
Media Lead LLC
|
Games | premiumbranded | $*** | ***% | jg70-200 | |||||
Media Lead LLC
|
Games | standard | $*** | ***% | jg50-125 | |||||
Media Lead LLC
|
Images | standard | $*** | ***% | cw35-30 | |||||
Media Lead LLC
|
Master Tones | celebrityvoice | $*** | ***% | mt40-52 | |||||
Media Lead LLC
|
Master Tones | indie | $*** | ***% | mt35-52 | |||||
Media Lead LLC
|
Master Tones | original | $*** | ***% | mtw20-30 | |||||
mForma
|
Games | standard | $*** | ***% | jg70-200 | |||||
mForma
|
Images | Standard | $*** | ***% | cw50-35 | |||||
mForma
|
Ring Tones | indie | $*** | ***% | pr50-35 | |||||
MindMatics
|
Games | standard | $*** | ***% | jg55-150 | |||||
MindMatics
|
Games | standardbranded | $*** | ***% | jg70-200 | |||||
MindMatics
|
Images | Standard | $*** | ***% | cw35-35 | |||||
Moderati
|
Games | standard | $*** | ***% | jg67-150 | |||||
Moderati
|
Games | standardbranded | $*** | ***% | jg73-200 | |||||
Moderati
|
Images | Standard | $*** | ***% | cw60-35 | |||||
Moderati
|
Ring Tones | indie | $*** | ***% | pr67-35 | |||||
NoiseFactory
|
Master Tones | original | $*** | ***% | mt20-10 | |||||
Pokemon
|
Images | Premium | $*** | ***% | pw40-52 | |||||
Pokemon
|
Master Tones | celebrityvoice | $*** | ***% | mt40-52 | |||||
SkyZone Entertainment, Inc.
|
Games | premiumbranded | $*** | ***% | jg70-200 | |||||
SkyZone Entertainment, Inc.
|
Games | standardbranded | $*** | ***% | jg50-125 | |||||
Smartphones
|
Images | Standard | $*** | ***% | cw35-30 | |||||
Smartphones
|
Master Tones | celebrityvoice | $*** | ***% | mt40-52 | |||||
Smartphones
|
Master Tones | indie | $*** | ***% | mt35-52 | |||||
Smartphones
|
Master Tones | original | $*** | ***% | mtw20-30 |
Schedule 2 to HMS Agreement — Managed Content Services
Page 30 of 35
Page 30 of 35
***
Information omitted and filed separately with the Securities and
Exchange Commission pursuant to a request for confidential treatment.
Exhibit 10.6(c) REDACTED
CONFIDENTIAL
TREATMENT REQUESTED
| Ericsson | ||||||||||
| Minimum | Revenue | |||||||||
| Content Provider | Content Type | Content Sub Type | Amount | Share | Billing Id | |||||
Smartphones
|
Ring Tones | Polyphonic | $*** | ***% | pr35-35 | |||||
Sony Pictures
|
Games | premiumbranded | $*** | ***% | jg75-200 | |||||
Sony Pictures
|
Images | Standard | $*** | ***% | cw65-50 | |||||
Sony Pictures
|
Master Tones | majorentbrand | $*** | ***% | mtw70-100 | |||||
UMG
|
Images | premium | $*** | ***% | pw50-80 | |||||
UMG
|
Master Tones | majorlabel | $*** | ***% | mt50-100 | |||||
Warner Brothers
|
Games | premiumbranded | $*** | ***% | jg73-200 | |||||
Warner Brothers
|
Games | standardbranded | $*** | ***% | jg73-200 | |||||
Warner Brothers
|
Images | Standard | $*** | ***% | cw60-35 | |||||
Warner Brothers
|
Master Tones | majorentbrand | $*** | ***% | mt40-80 | |||||
Warner Brothers
|
Ring Tones | majorentbrand | $*** | ***% | pr67-35 | |||||
Warner Brothers
|
Ring Tones | majorentbrand | $*** | ***% | pr67-35 | |||||
WMG
|
Images | Premium | $*** | ***% | pw50-68 | |||||
WMG
|
Master Tones | majorlabel | $*** | ***% | mt50-100 | |||||
Zingy
|
Games | premiumbranded | $*** | ***% | jg73-200 | |||||
Zingy
|
Games | standard | $*** | ***% | jg67-150 | |||||
Zingy
|
Images | Standard | $*** | ***% | cw35-30 | |||||
Zingy
|
Master Tones | celebrityvoice | $*** | ***% | mt40-52 | |||||
Zingy
|
Master Tones | Indie | $*** | ***% | mt35-52 | |||||
Zingy
|
Master Tones | majorlabel | $*** | ***% | mt60-115 | |||||
Zingy
|
Master Tones | original | $*** | ***% | mtw20-30 | |||||
Zingy
|
Ring Tones | indie | $*** | ***% | pr35-35 |
Schedule 2 to HMS Agreement — Managed Content Services
Page 31 of 35
Page 31 of 35
***
Information omitted and filed separately with the Securities and
Exchange Commission pursuant to a request for confidential treatment.
Exhibit 10.6(c) REDACTED
CONFIDENTIAL
TREATMENT REQUESTED
EXHIBIT D
PREMIUM WAP CONTENT SERVICE
Premium WAP Content Service
For purposes of this Exhibit and this Schedule, Premium WAP Content Service will include the
features and functionalities detailed in Table 1 below. Additional customization and future
functionality including, but not limited to, adding additional content providers to the Managed
Content Services are considered out of scope. If Customer requests such customization and future
functionally, Ericsson will provide Customer with a price quote based on Customer’s requirements.
Customization and future functionality services are contingent upon Customer agreeing to the quoted
price and providing authorization for Ericsson to proceed with the provision of such services as
set forth in Exhibit B to the HMS Agreement.
Item
|
Description | |
WAP Deck Home
|
The default entry portal. Mobile Devices in Customer’s network will contain configuration parameters to direct the mobile device to the this location | |
Alerts
|
Ericsson will create and maintain WAP pages that allow Subscribers access to Ericsson’s MMS Alerts subscription service | |
Ringbacks
|
Ericsson will create and maintain WAP pages that allow Subscribers access to Ericsson’s Ringback Tone service. This page is only included if Customer buys the Ringback tone service from Ericsson. Should Customer select another vendor for Ringbacks, then Ericsson will only link to the vendor’s WAP page, if it is available. | |
News
|
Ericsson will create and maintain WAP pages that allow Subscribers to access WAP news sources. | |
Sports
|
Ericsson will create and maintain WAP pages that allow Subscribers to access WAP sports sources. | |
Weather
|
Ericsson will create and maintain WAP pages that allow Subscribers to access WAP Weather sources. | |
Portals
|
Ericsson will create and maintain WAP pages that allow Subscribers to access WAP portal sources |
Schedule 2 to HMS Agreement — Managed Content Services
Page 32 of 35
Page 32 of 35
***
Information omitted and filed separately with the Securities and
Exchange Commission pursuant to a request for confidential treatment.
Exhibit 10.6(c) REDACTED
CONFIDENTIAL
TREATMENT REQUESTED
Table 1:Premium WAP Content Service
The Premium Links on the WAP Portal will include links to third party content, such as the content
listed below. The Premium Links are subject to change by Ericsson, depending on availability.
1. AccuWeather — For Weather related services including Forecast, Radar etc.
2. ESPN — Sports related information, Recent scores
3. Fandango — Movies available in your area, Buy Tickets for Entertainment.
4. USA Today — News Stories in US
5. Google Search — Link to google search (included as Text Box from the landing page)
6. AP
Premium WAP Content Reporting Services
Ericsson will provide Customer with the following reporting services in addition to those set
out in Table A1.4 in Section 1.3 of Exhibit A-1:
| Item Number | Description | |
3. Wap Portal Performance Report
|
Ericsson shall provide Customer with a WAP Portal Performance Report indicating current and historical performance data of the Premium WAP Content Services by the end of every month. The report will contain, at a minimum: | |
• Unique Visitors per WAP Page |
||
• Per Day |
||
• Per Month |
||
• Total WAP Page views |
||
• Per Day |
||
• Per Month |
Table D-1.3
Customer Responsibilities
Customer shall provision and configure the necessary network systems (HLR, GGSN, SGSN) to
allow the necessary Access Point Numbers defined by and used in Customer’s data network (“APN”s) to
accommodate the service levels and restrictions described in this Exhibit D.
Ericsson Responsibilities
Ericsson will provision and configure the WAP Gateway with the necessary APNs to
accommodate the service levels and restrictions described in this Exhibit D.
Schedule 2 to HMS Agreement — Managed Content Services
Page 33 of 35
Page 33 of 35
***
Information omitted and filed separately with the Securities and
Exchange Commission pursuant to a request for confidential treatment.
Exhibit 10.6(c) REDACTED
CONFIDENTIAL
TREATMENT REQUESTED
EXHIBIT E1-E4
FLOW THROUGH PROVISIONS FOR CERTAIN CONTENT
To be inserted herein:
Exhibits E1 — ESPN Flow-Through Provisions
Exhibit E2 — EMI Ringtunes Flow-Through Provisions
Exhibit E3 — Master Tone Supplement and Universal Music Group Flow-Through Provisions
Exhibit E4 — Warner Music Group Flow-Through Provisions
Schedule 2 to HMS Agreement — Managed Content Services
Page 34 of 35
Page 34 of 35
***
Information omitted and filed separately with the Securities and
Exchange Commission pursuant to a request for confidential treatment.
Exhibit 10.6(c) REDACTED
CONFIDENTIAL
TREATMENT REQUESTED
EXHIBIT F
ACCEPTANCE TEST DOCUMENTS
To be inserted herein:
GSM RCC Acceptance Test Record
RCC – MIST Acceptance Test Record
RCC – Alerts Acceptance Test Record
MMS Content Punch List
Schedule 2 to HMS Agreement — Managed Content Services
Page 35 of 35
Page 35 of 35
***
Information omitted and filed separately with the Securities and
Exchange Commission pursuant to a request for confidential treatment.
