EXHIBIT 10.36
BACKGROUND AND DEFINITIONS
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1. This agreement details the outsourcing arrangement of a 1) unified
messaging service within the US. VIRTUALPLUS will supply a service
based upon the R2 Worldmail and RE ETTS platforms. Worldmail delivers
Voicemail and Fax from a phone number to an pre-determined e-mail
address. ETTS provides a telephone interface to a POP3 account to
allow collection of E-mail (via a text to speech system) and Voicemail
(which has been delivered by the Worldmail system). Worldmail and
ETTS make up a Unified Messaging Service, which will hence be referred
to as a UMS.
2. The UMS can be provided on two telephone numbering plans. EXTENSION
UMS where each user is given a shared phone number and unique
extension to enable messages to be sent to their account. And UNIQUE
NUMBER UMS where each user is furnished with their own their own
unique phone number to enable messages to be sent to their account.
3. The UMS be operated on hardware and software systems which is hereby
referred to as a NODE.
4. 1st LINE SUPPORT is defined as where NetVoice customers call into
NetVoice support staff for training and common problems. 2nd LINE
SUPPORT is where advanced NetVoice support people deal with
complicated server end issues which the 1st line support people cannot
fix. They also deal with issues documented by Virtualplus concerning
the UMS. 3rd LINE SUPPORT is handled by Virtualplus and is defined as
the handling problems that have not been documented before or new
feature requests.
VIRTUALPLUS OBLIGATIONS
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5. VIRTUALPLUS will provide the UMS to the OPERATOR on a non-exclusive
basis. The UMS will be serviced on a NODE which will remain the sole
property of VIRTUALPLUS. The NODE will reside in the OPERATORS
hosting facility in Dallas.
6. VIRTUALPLUS will provide on-going hardware upgrades to the NODE to
ensure that the UMS has a user to line capacity ratio of 100:1 for
UNIQUE NUMBER UMS and 5000:1 for EXTENSION UMS. The NODE Hardware
will remain the property of VIRTUALPLUS at all times. VIRTUALPLUS
will also provide on-going software upgrades to the UMS as and when
they become available.
7. VIRTUALPLUS will also use best efforts to provide the OPERATOR with a
UMS with access phone numbers in London, New York, Tokyo and other
cities for the same cost as the numbers provided on the NODE located
at the OPERATOR site.
8. VIRTUALPLUS will provide the OPERATOR a branded version of the UMS to
the OPERATOR. The branding will include a "Powered by Virtualplus"
icon located in a prominent position on the Web Site of the OPERATOR
and a text line in the message delivery stating "Powered by
Virtualplus." Position of the VIRTUALPLUS logo will be on the bottom
of the web page on which it is placed. The logo will be no larger
than 1.5 inches wide and 1 inches high as viewed on a 14" screen with
800x600 resolution.
9. Private branding for NetVoice customers for resale will be provided at
the cost of $160/hour with a general understanding that most private
branding, with standard changes of logos and names will not require
more than 4 hours of work.
10. VIRTUALPLUS will provide 3rd LINE SUPPORT from 9-5 EST daily. Should
this total more than 2 hours per week then a charge of $200 per hour
will be levied. VIRTUALPLUS will not deal with any users of the
OPERATOR direct only to the 2nd LINE SUPPORT staff of the OPERATOR
(who will have documented and researched any problem before passing to
VIRTUALPLUS).
11. VIRTUALPLUS warrants that (i) it has good title to the UMS and the
NODE and the right to permit its use by OPERATOR free of any
proprietary rights, liens, or encumbrances of any other party.
12. VIRTUALPLUS warrants that the UMS and NODE are and will be Year 2000
Compliant (as defined below). Year 2000 Compliant Software that is
intended to inter-operate with third party products as described
herein will be compatible and inter-operate in such manner as to
process between them, as applicable, date related data correctly as
described in the definition of "Year 2000 Compliant." Except as set
forth in the preceding sentence, (i) VIRTUALPLUS assumes no
responsibilities or obligations to cause third party products to
function with the NODE or the UMS; and (ii) VIRTUALPLUS will not be in
breach of this warranty for any failure of the UMS to be Year 2000
Compliant if such failure results from the inability of any software,
hardware, or systems of OPERATOR or any third party to be Year 2000
Compliant. "Year 2000 Compliant" means that (a) neither the
performance nor functionality of the UMS or the NODE will be affected
by dates prior to, during and after the year 2000, (b) no value for
current date will cause any interruption in the operation of the UMS
or the NODE; (c) the year 2000 is recognized as a leap year; (d) in
all interfaces and data storage the century, in any date, is specified
either explicitly or by unambiguous algorithms or inferencing rules;
and (e) date-based functionality of the UMS behaves and will behave
consistently for dates prior to, during and after the year 2000.
OPERATOR OBLIGATIONS
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13. The OPERATOR will provide the following hosting requirements on-net
within their Dallas hosting facility.
One T1 PRI Line (initially scaling up in future) 24 out of 24 lines enabled
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800 Area DID numbers for Unique Number UMS 800 Area code
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Incoming 800 Service Terminated on T1
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Co-location Space 19" Rack space
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Internet Feed Minimum 256K dedicated bandwidth
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14. The OPERATOR will offer the EXTENSION UMS service free to all its
users. The OPERATOR will use best efforts to promote UNIQUE NUMBER
UMS on an 800 number as a premium service to its customer base and
attempt to Up-sell every user of the Free service to the premium
service. The OPERATOR will have customer ownership at all times.
15. The OPERATOR will commence a beta pilot program of the UMS on (or
before) November 15, 1999. After a 1 month beta period the UMS will
go live on December 15, 1999.
16. The OPERATOR will promote and preserve the goodwill and reputation
associated with the UMS and VIRTUALPLUS.
17. The OPERATOR will to ensure that all users of the UMS enter into an
agreement with the OPERATOR in terms substantially the same as those
contained on the sign up screen of the VIRTUALPLUS Messagejet site
xxx.xxxxxxxxxx.xxx, before being permitted to use the UMS.
TERMINATION
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18. This agreement will remain in place until further notice. Either side
may terminate by giving 30 days notice to the other side. This
agreement will terminate should either party become insolvent or file
bankruptcy protection. Notices are deemed to be delivered when posted
first class mail AND E-mailed.
19. Should termination occur then the OPERATOR has the option to purchase
the NODE and license to operate the UMS at a total cost of $1 per user
on the system (subject to a $30000 minimum). Any VIRTUALPLUS
proprietary software on the NODE shall remain of VIRTUALPLUS, but will
be licensed on a non-exclusive basis to the OPERATOR for the number of
users on the system immediately prior to termination if the purchase
option is exercised. Should this offer not be accepted within 10 days
then the NODE will be returned to VIRTUALPLUS immediately.
GENERAL
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20. Neither party will issue or release, directly or indirectly, any press
release, marketing material or other communication to or for the media
or the public that pertains to this Agreement (collectively, a "Press
Release") unless the form and content of such Press Release have been
approved by the other party hereto, such approval not to be
unreasonably withheld or delayed.
21. This Agreement is made in New York, New York. This Agreement and all
rights and obligations of the parties hereto shall be governed and
construed in accordance with the Law of the State of New York.
22. Both parties hereby agree and undertake fully and effectively to
indemnify and keep indemnified each other after as well as before the
expiry or termination of service hereof for and against all damages,
loss, claims, demands, expenses (including legal and professional
expenses), costs and liabilities which either party may at any time
incur as a result of any actions by either party.
Signed on Behalf of the NETVOICE Signed on Behalf of VIRTUALPLUS
Xxxx Xxxxxxxx, VP of
Marketing /s/ XXXX XXXXXXX
Name: /s/ XXXX XXXXXXXX Name: XXXX XXXXXXX
Date: 11/4/99 Date: 11-25-99
SCHEDULE
INITIAL PAYMENTS FROM OPERATOR TO VIRTUALPLUS
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Set-up of UMS, Branding for NetVoice, API $10000*
Configuration, Interfaces for Operator,
Initial Training on UMS API, Linking of Virtualplus
host system to Operator Web Site, Set-up of up
to 50 demo Extension accounts.
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Dallas Set up, on site training, line $80000 (optional**)
configuration and interfacing, transport of the
server, transport of staff for initial training
and 1 day technical training.
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*To be paid on delivery of UMS hardware node to NetVoice location.
**$4000 to be paid before 30 days after live date, $4000 be paid 60 days
after live date.
MONTHLY PAYMENTS FROM OPERATOR TO VIRTUALPLUS*
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Item On or off-Net with Off Net in a
NetVoice Virtualplus and/or
International location
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One Off Sign-up charge Free $0.35
EXTENSION UMS
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Monthly rental charge for Free $0.25
EXTENSION UMS
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One Off Sign-up charge $2.50 $2.50
UNIQUE NUMBER UMS
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Monthly rental charge for $1.50 $1.50
UNIQUE NUMBER UMS
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*Subject to a minimum total monthly charge of $3750 (This minimum total
monthly charge will NOT apply when the total cumulative amount of monthly
payments reaches over $50,000 HOWEVER the minimum monthly charge will apply
if that in any one month period NetVoice does not sell 1 Unique Number UMS
for every 100 Extension UMS accounts it provides free).
OTHER PAYMENTS FROM OPERATOR TO VIRTUALPLUS
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Offsite Engineer Visit (i.e. Dallas POP)* $750 per day + out of
pocket expenses
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Re-branding for NetVoice and their $160 per hour performed in
Resellers Virtualplus office.
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*The initial set up of the Node is not considered an offsite visit.
