EXHIBIT 10.4
XXXXXXXXXXXXXXX
FLAT RATE - SERVICES AGREEMENT
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THIS AGREEMENT ("Agreement"), dated as of March 21, 2001, is entered into
by and between Pipeline Technologies, Inc. with its principal place of business
at 0000 Xxxxx Xxxxxx, Xxxxxxxxxxxx, XX 00000 ("Agent"), and
XXXXXXXXXXXXXXXXXXXXX, with its principal place of business at
XXXXXXXXXXXXXXXXXXXX ("Provider").
RECITALS
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A. Provider is in the business of providing Services (as that term is
defined in Section 1.1 and 1.12 below); and
B. Agent desires to purchase Prepaid Calling Services from Provider for
resale to End-Users (as that term is defined in Section 1.15 below).
Accordingly, in consideration of the recitals and the mutual promises and
covenants contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties agree as
follows:
1. Definitions.
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1.1. "Domestic Services" or "Services" means local and long distance
telephone to telephone telecommunications services originated by
End-Users or Residential Customers via an "800" access or DID number
in the United States, and all telecommunications services terminated
domestically.
1.2. "Prepaid Calling System" or "System" means an intelligent network
comprised of software, computer platforms, underlying transmission
switches, and other facilities that provide the Services, store active
PINs, control network access, manage Card Holder account balances
based on usage, inform Card Holder of account balances and dialing
instructions in multiple languages, playback prerecorded advertising
messages, and bridge calling and called stations.
1.3. "Residential Customer" means the use of our ANI based origination
product.
1.4. "Card Holder" means the Agent's customers who are the end-users of the
pre-paid Cards used to obtain Services.
1.5. "Underlying Carrier" means the communications carrier which may be
providing international, interstate, intrastate, and "800" number
communications services to Provider, which in turn provides the same
to Agent.
1.6. "Pricing" means the Agent costs per minute as outlined in the pricing
schedule set forth in "Exhibit A".
1.7. "PIN" means a numerical sequence of random numbers issued to each
pre-paid calling Card ("Card") by Agent for each prepaid account
established for each Card Holder who has purchased a Card from Agent,
which PIN will be used for identification when accessing each Card
Holder's account, and allows use of Prepaid Calling Services.
1.8. "Renewals or Recharges" means amounts, which are added to cards by
End-Users after they are issued.
1.9. "Breakage" means the unused amount on each PIN account when it expires
and is deactivated by Agent. PINs shall expire as mutually agreed.
1.10."Custom Branding" means a voice recording heard by End-Users using the
Service identifying the Agent's name or advertising message.
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1.11."Rate Table" means a listing of per minute rates provided by Agent to
Provider to be added to the System for use in debiting a Card Holder's
Card appropriately.
1.12."International Services" means long distance telecommunications
services originated by End-Users via an "800" access number in the
United States, Mexico, Puerto Rico and the Virgin Islands which
terminates in Mexico or any international location, which is available
to and accessed by End-Users upon entering a PIN.
1.13. "Start of Service" means April 1, 2001.
1.14."Delivered" means provided to Agent via provider's web site or
facsimile or email. It is the Agent's responsibility to check the web
site for it's current invoice and notify Provider promptly if it
cannot be accessed.
1.15."End-User" means customers of Agent who use the Services and the
System.
2. Duties and Obligations.
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2.1. System and Services. Provider agrees to provide Agent and/or End-Users
access to the System and Services via one or more "800" access direct
inward dialed "DID" numbers delivered by Provider to Agent for its
resale of the Domestic Services and International Services to the
End-Users and sub-agents of Agent ("Sub-Agents") on the Start of
Service date. Agent shall deliver traffic estimates for 30/60/90 days
not less than monthly on the first of each month to Provider to
facilitate System capacity. Agent is not obligated to purchase a
certain or guaranteed amount of the Services or provide a certain or
guaranteed number of End-Users. The System and Services will be
provided by Provider in accordance with the specifications attached
hereto as Exhibit B (the "Specifications"). Agent acknowledges that
Provider may provide Services and International Services to other
customers, provided the same does not adversely affect the Services
provided to Agent. Provider acknowledges that Agent may purchase
Services and International Services from other providers and may
resell the Services to Sub-Agents.
a) Service Level for Availability of the System and Services.
Provider agrees the System and the Services will be available as
provided below. Availability is defined as the total number of
minutes during which all the System and the Services are fully
operational and available to Agent and End-Users for use in a
month divided by the total number of minutes in that month (i.e.
number of days x 24 hrs/day x 60 min/hr), excluding scheduled
downtime. Scheduled downtime will last no longer than one hour(s)
per day and will take place only between the hours of 4:00 a.m.
and 6:00 a.m. Central Time. In addition to all other remedies
available to Agent, if Availability is less than 99.8%, then
Agent shall be entitled to a credit against the following month's
service fees in an amount equal to all amounts paid by Agent to
its Sub-Agents or End-Users as a result of Availability being
less than 99.8%.
2.2. PINS. Provider will be responsible for generating PINs and DIDs as
mutually agreed between Provider and Agent. PINs and DIDs will be
delivered by Provider to Agent in a form mutually agreeable to
Provider and Agent.
2.3. Reports / Agent Service / CDR records. Provider agrees to provide
Agent with access to Agent service information, traffic reporting &
CDR billing records via web access at internet site or via other
electronic media or via facsimile. Agent will define access (usernames
& password) requirements for its users. Access via the web is provided
by Provider as a service to Agent. It is the responsibility of the
Agent to take security precautions in protecting its proprietary
information, except for proprietary information in the custody or
control of Provider, in which case Provider shall take appropriate
security precautions to protect Agent's proprietary information.
2.4. Card Production and Packaging. Agent shall be solely responsible for
the design, manufacture, packaging and distribution of the Cards,
transmission and protection of PINs after they are delivered to Agent
and collection of the wholesale purchase price of the Cards from
vendors.
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2.6. Advertising and Collateral Material. Agent shall not utilize the
Provider's name on any Card, advertising or collateral sales materials
without written permission from Provider.
2.7. Taxes or Assessments. Agent shall charge End-Users all applicable
sales and excise taxes on the sales of all Provider goods and
services. This tax is based upon the retail rate of the product or
service offered by Provider or Agent. Through pricing or otherwise,
Agent shall pass collected taxes through to Provider and Provider
shall pay all applicable sales and excise taxes to the applicable
taxing authorities.
3. Terms and Conditions. Provider agrees to provide Services to Agent and/or
End-User in accordance with the following:
3.1. Flat Rate Billing. Provider shall charge each pre-pay End-User as ser
forth in "Exhibit A" to this agreement (referred to Section 3.3
herein). Charges begin when system has identified an End-User credit
card verification for services.
3.2. Payment. Provider will invoice Agent weekly for Domestic Services and
International Services utilized for the preceding seven (7) days
ending at 11:59 P.M. Monday. Such invoices shall be delivered on each
Tuesday from Provider and all undisputed amounts shall be due and
payable, without deduction or offset of any kind, by wire transfer of
immediately available funds from Agent to bank(s) designated by
Provider by 2:00 P.M CST on Friday of the same week. Provider shall
have the right to apply Agent's deposit against any outstanding
invoices. Interest at the rate of one and one-half percent (1-1/2%)
per month shall be applied on all balances not paid timely. Provider
shall have the right to suspend Domestic or International Service or
terminate the Agreement in the event, after written notice of default
by Provider to Agent and Agent fails to cure such default within 10
days, full payment is not made in accordance with this Agreement. In
the event Agent uses Providers network for collection refer to Section
3.2.a.
3.3. Pricing.
a) Provider agrees to provide Services for Agent in accordance with
the pricing schedule set forth in "Exhibit A" to this Agreement.
It is understood that such pricing does not include any taxes;
assessments or surcharges (except as outlined in Section 2.7)
b) If Provider is notified by an Underlying Carrier that it will
impose a new higher local, domestic or international long
distance rate schedule, Provider will notify Agent in writing
immediately. Agent will have seven (7) days to accept or reject
the anticipated effects on the pricing schedules set forth in the
"Exhibit A." If Agent rejects the proposed changes, it shall
notify Provider in writing and this Agreement will terminate
without penalty thirty (30) days thereafter; provided, however,
that the new pricing schedules would be in effect for such thirty
(30) day period.
3.4. Term.
a) This Agreement shall commence on the Start of Service date set
forth above and, subject to the pricing changing provisions of
Section 3.3 hereof and the termination provisions of Section 6.1
hereof, shall continue in full force and effect for a period of
one (1) year (the "Minimum Service Term"). It also shall continue
in full force and effect thereafter for successive intervals of
one (1) year periods unless either party gives the other party
not less than sixty (90) days prior written notice of its intent
to terminate this Agreement effective at the end of such period.
3.5. Agent Service. Agent will be responsible for providing its own Agent
service personnel for the purpose of providing information about the
Services to Card Holders.
3.6. Custom Branding. Agent may provide one or more Custom Branding
messages to be heard by End-Users using the Services. All messages
will be produced at Agent's expense. Provider will provide the initial
messages and subsequent messages added to the System at no cost to the
Agent. Provider shall provide custom branding as outlined in Exhibit
A.
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3.7. Provider retains rights to toll free numbers and PINs, subject to the
rights of Agent as provided herein. Provider will act as the
Responsible Organization (RESPORG).
3.8. Disputed Charges. If Agent in good faith at any time disputes in
writing the amount or appropriateness of a charge included in any
invoice from Provider or the CDRs of any Card Holder, Agent shall
notify Provider of the disputed charge in writing and provide
documentation reasonably requested by Provider to resolve the dispute.
Agent and Provider shall exercise reasonable, good faith efforts to
resolve the disputed charges. Failure to contest a charge within
thirty (30) days of the date of the Agent's receipt of an invoice
shall create an irrefutable presumption of the correctness of the
charge, absent manifest error. If Agent and Provider fail to resolve
the disputed charge within thirty (30) days from the date of the
Agent's receipt of an invoice, the disputed charge shall be subject to
the dispute resolution procedures set forth in this Agreement. Agent
bears all costs and expenses associated with fraudulent usage or
counterfeit cards. In event any disputed charge is resolved in favor
of Agent, appropriate refund shall be credited directly to Agent's
account.
3.9. Security. Agent shall maintain on deposit with Provider: a cash
amount, irrevocable Letter of Credit or UCC lien on hardware
co-located on Provider premises equal to one hundred fifty percent
(100150%) of the Domestic and International Services billed the
immediately preceding week. This deposit shall be equal to one (1)
week average usage as a cash deposit. Such deposit amount shall be
included in Provider's Tuesday billing, and due by wire transfer at
2:00 P.M CST. Friday of the same week, or other arrangements must be
approved by Provider. At no time will incurred billing cost exceed
deposit levels. In the event Agent fails to make the increased deposit
amount in full in accordance with this Agreement, Provider shall have
the right to suspend Domestic or International Service or terminate
the Agreement. Any decreases in required deposits shall be made by
refund or offset against current xxxxxxxx. Within 30 days of
termination of this Agreement and Agent's payment of all amounts due
and owing to Provider, Provider shall return Agent's then current
deposit to Agent.
4. Covenants.
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4.0. Technical and Limited Customer Support. At no additional cost to
Agent, Provider shall supply technical assistance and System support
to Agent twenty-four (24) hours a day seven (7) days a week including
web-access to the Trouble Ticket System. Additionally, at not
additional cost, Provider will provide customer and help desk support
for Agent's End-Users twenty-four (24) hours a day seven (7) days a
week including on call personnel for up to 2000 End-Users. For each
End-User in excess of 2000, Agent shall pay to Provider $1.00 (one
dollar) per End-User per month, if Agent chooses to use such services.
4.1. Confidential Information. During the term of this Agreement, the
parties may disclose to each other certain "proprietary" and/or
"confidential" information. The parties desire to assure the
confidential and proprietary status of the information, which may be
disclosed to each other and therefore, for themselves and their
affiliates agree as follows:
a) All information (1) marked as confidential, (2) known to be
confidential or (3) from all relevant circumstances, should be
reasonably considered confidential shall be deemed to be
confidential and proprietary (hereinafter "Proprietary
Information"). All information contained in this Agreement,
including the Exhibit hereto, as well as all traffic volume and
distribution information of Agent given to or learned by Provider
in connection with this Agreement shall be considered Proprietary
Information without further act of either party.
b) Each party agrees to use the Proprietary Information received
from the other party only for the purpose of this Agreement. No
other rights, and particularly licenses, to trademarks, service
marks, inventions, copyrights or patents, are implied or granted
under this Agreement.
c) Proprietary Information supplied shall not be reproduced in any
form or orally communicated except as required to accomplish the
intent of this Agreement.
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d) The receiving party shall take all reasonable and necessary steps
to ensure Proprietary Information is not disclosed and provide at
a minimum the same care to avoid disclosure or unauthorized use
of the Proprietary Information as it provides to protect its own
proprietary information. All Proprietary Information shall be
retained by the receiving party in a secure place with access
limited to only such of the receiving party's employees or agents
who need to know such information for purposes of this Agreement.
e) All Proprietary Information, unless otherwise specified in
writing, shall remain the property of the disclosing party, shall
be used by the receiving party only for the purpose intended as
provided herein, and such Proprietary Information, including all
copies thereof, shall be returned to the disclosing party or
destroyed after the receiving party's need for it has expired or
upon written request of the disclosing party and, in any event,
upon termination of this Agreement.
f) It is understood that the term "Proprietary Information" does not
include information which:
(i) shall have been lawfully published or is in the public
domain through no fault of the disclosing party;
(ii) prior to disclosure is properly within the legitimate
possession of the receiving party without restriction on the
receiving party's right to disseminate the information and
without notice of any restriction against its further
disclosure;
(iii)subsequent to disclosure is lawfully received from a third
party having rights therein without restriction on the third
party's right to disseminate the information and without
notice of any restriction against its further disclosure;
(iv) is independently developed without breach of any obligation
of confidentiality through parties who have not had, either
directly or indirectly, access to or knowledge of such
Proprietary Information; or
(v) is disclosed with the prior written approval of the other
party.
4.2. Agreement is Confidential. Each party agrees not to reveal the
contents of this Agreement to any third party except as contemplated
by this Agreement or unless required by law, provided that any written
information describing the relationship of the parties or the contents
of this Agreement that one party is obligated to disclose shall be
first disclosed to the other party, which shall have an opportunity to
object to such disclosure. Notwithstanding any objection by a party,
the party proposing to disclose the terms of this Agreement may do so
if it receives an opinion from its legal counsel that it is required
to do so by applicable law or the rules and regulations of applicable
regulatory authorities.
4.3. Use of Name. Each party agrees that, without the other party's written
consent, it will not use the name, service marks, logo, copyrights, or
trademarks of the other party or of any of its affiliated companies in
any advertising, publicity release or sales presentations.
4.4 Non-Circumvention and Non-Interference. Provider shall not directly
market, solicit orders from or promote sales of the System or any of
the Services to any person or entity that Provider knows or discovers
is at that time a customer of Agent. Provider represents, warrants and
covenants that during the term of this Agreement and for a period of
one (1) year following the expiration or termination of this
Agreement, it will not induce or attempt to induce any customer of
Agent, to cancel or otherwise terminate services provided by Agent or
any agreement or relationship with Agent, or solicit for employment or
affiliation with Provider any employee or agent of Agent. This
restriction shall apply only to Sub-Agents that Agent has named for
protection under this Agreement by providing notice of such Sub-Agents
to Provider pursuant to Section 7.7. Provider will not be liable for
any interaction with Sub-Agents that have not been identified pursuant
to Section 7.7
5. Indemnification.
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5.1. Indemnification.
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a) Agent, for itself and its successors and assigns, shall defend,
indemnify and hold harmless Provider and its affiliates and their
respective officers, directors, partners, employees, agents,
successors and assigns from and against, and shall promptly
reimburse them for, any and all losses, claims, damages,
settlements, costs, and liabilities of any nature whatsoever
(including reasonable attorney's fees) to which any of them may
become subject arising out of, based upon, as a result of, or in
any way connected with, the operations of Agent or the
performance by Agent under this Agreement; provided, however,
that this indemnification shall not apply with respect to claims
and damages of Agent against Provider arising by virtue of a
breach by Provider of its agreements contained herein.
b) Provider, for itself and its successors and assigns, shall
defend, indemnify and hold harmless Agent and its subsidiaries
and their respective officers, directors, stockholders,
employees, agents, successors and assigns from and against, and
shall promptly reimburse them for, any and all losses, claims,
damages, settlements, costs and liabilities of any nature
whatsoever (including reasonable attorneys' fees) to which any of
them may become subject arising out of, based upon, as a result
of, or in any way connected with, the operations of Provider or
the performance by Provider under this Agreement; provided,
however, that this indemnification shall not apply with respect
to claims and damages of Provider against Agent arising by virtue
of a breach by Agent of its agreements contained herein.
5.2. Limitation of Liability. Neither party shall be liable to the other
for any indirect, special, incidental, or consequential damages
including, but not limited to, lost profits or goodwill. The liability
of either party with respect to direct damage shall be limited to (1)
the aggregate amount paid by Agent to Provider during the 12 month
period prior to the event(s) giving rise to or causing such damages,
or (2) in the event the Agreement has not been in effect for the
entire time of such period, the reasonably anticipated amounts to be
paid by Agent to Provider during the first year of this Agreement. In
the event Pipeline prepays for Services and Provider defaults under
this Agreement by failing to provide the Services, Provider shall
refund to Agent all advances to the extent Services have not been
provided.
6. Default.
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6.1. Default. A party shall be in default under this Agreement, and the
non-breaching party shall have the right to terminate this Agreement
upon the occurrence of any of the following:
a) Agent fails to make applicable payments to this Agreement (refer
to Section 3.2/3.2.a)
b) Agent or Provider breaches any obligation hereunder and is
advised in writing of such breach by the non-breaching party and
such breach continues for ten (10) days thereafter or, if such
breach is of a nature that cannot be cured within ten (10) days,
the breaching party has not, within ten (10) days, undertaken
measures in good faith to cure such breach which is diligently
pursued;
c) Any representation or warranty made by Agent or Provider herein
is materially false or misleading when delivered;
d) Agent or Provider makes a general assignment to or for the
benefit of creditors or suspends all or substantially all of its
business operations;
e) Bankruptcy, reorganization, involuntary liquidation,
receivership, or other similar proceedings are instituted against
Agent or Provider and the same is not fully discharged within
thirty (30) days; or
f) Any Letter of Credit expires or required deposit becomes
insufficient or is depleted and is not replaced with a like
instrument of similar quality or replenished.
g) Product is sold or distributed in markets not conducive to
sustain profitable margins required by XXXXXXXX as outlined in
Section 3.3.b
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h) Any ruling by an authorized regulatory body either city, state or
Federal that would make any product offered by XXXXXXXX obsolete
or in violation of applicable law.
7. Miscellaneous.
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7.1. Binding Effect of this Agreement. This Agreement (a) constitutes the
entire agreement between the parties relating to the subject matter
hereof, and (b) supersedes any and all previous contracts and
discussions between the parties hereto. The terms and conditions of
this Agreement shall inure to the benefit of and be binding upon the
parties and their respective successors and assigns. Nothing in this
Agreement, expressed or implied, is intended to confer upon any party,
other than the parties hereto and their respective successors and
assigns, any rights, remedies, obligations, or liabilities under this
Agreement.
7.2. Assignment. Neither party may assign its rights or obligations
hereunder without the express written consent of the other party not
reasonably withheld.
7.3. Applicable Law. This Agreement is made pursuant to, will be construed
under, and will be conclusively deemed for all purposes to have been
executed and delivered under the laws of the State of Texas.
7.4. Section Heading. The headings contained in this Agreement are for
reference purposes only and will not affect in any way the meaning or
interpretation of this Agreement.
7.5. Counterparts. This Agreement may be executed in two or more
counterparts, each of which will be deemed an original and all of
which together will constitute one instrument.
7.6. Severability. If any provision of this Agreement is held to be
illegal, invalid or unenforceable under present or future laws
effective during the term hereof, the legality, validity and
enforceability of the remaining provisions of this Agreement shall not
be affected thereby, and in lieu of such illegal, invalid or
unenforceable provision, there shall be added automatically as a part
of this Agreement a provision as similar in terms to such illegal,
invalid or unenforceable provision as may be legal, valid and
enforceable.
7.7. Notices. All notices, requests, demands and other communications
hereunder shall be in writing and shall be deemed to have been duly
given when hand delivered or three (3) days after being mailed, first
class postage prepaid and certified mail, return receipt requested, at
the address on the cover page of this Agreement.
7.8. Attorneys' Fees. The prevailing party in any action or proceeding
based upon this Agreement shall be entitled to reasonable attorneys'
fees, expenses and court costs, in addition to any and all other
recoveries allowed by law.
7.9. No Partnership. Neither party is the partner, joint venturer, trustee,
nor legal representative of the other and neither has any authority to
act for or incur any obligations on behalf of or in the name of the
other.
7.10.Remedies. All rights and remedies under this Agreement are
cumulative, not exclusive, and shall be in addition to all rights and
remedies available to either party at law or in equity.
7.11.Amendments. This Agreement may not be modified, amended, changed,
altered, or supplemented except by a written agreement executed by the
parties.
7.12.Waiver. The failure of either party to give notice of default or to
enforce compliance with any of the terms or conditions of this
Agreement, the waiver of any term or condition of this Agreement, or
the granting of an extension of time for performance, shall not
constitute a permanent waiver of any term or condition of this
Agreement, and this Agreement and each of its provisions shall remain
at all times in full force and effect until modified by both parties
in writing.
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7.13.Time. Prompt and timely performance is the essence of this Agreement.
For purposes of calculating time periods, actual calendar days elapsed
shall apply. Any due date falling on a weekend or legal holiday shall
be shifted to the previous business day that Texas banks are open for
business. Delays in invoice shall not likewise shift payment
deadlines. If invoice is unavailable as of payment due date, an
average of the 2 previous invoices will be required as minimum.
7.14.Force Majeure. If performance of this Agreement by either party, or
any of their obligations hereunder are prevented, restricted or
interfered with by cause beyond its control including, but not limited
to, acts of God, fire, explosion, material changes in any Underlying
Carrier contract or Service Provider, vandalism, cable cut by third
party, storm or other similar occurrence, any law, order, regulation,
direction, action or request of the United States, Mexico, Texas or
local governments or of any department, agency, commission, court,
bureau, corporation or other instrumentality of any one or more said
governments, or of any civil or military authority, or by national
emergency, insurrection, riot, war, strike, lockout or work stoppage
or other labor difficulties, supplier failure, shortage, breach or
delay, and such party could not have avoided or mitigated such delay
through commercially reasonable diligence, then such party shall be
excused from such performance on a day-to-day basis to the extent of
such restriction, change or interference.
7.15.Arbitration. Any controversy or claim arising out of, or relating to
this Agreement or the Breach thereof, shall be settled by Arbitration
in Texas in accordance with the Commercial Arbitration Rules of the
American Arbitration Association.
0.00.Xx Implied Warranty. Provider expressly disclaims any implied warranty
of merchantability, description or fitness for any particular purpose
or function.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first set forth above.
Agent XXXXXXXXXXXXXXXXXXXXXXXXXX
Federal Tax ID/Social Security Number
00-0000000
Pipeline Technologies, Inc.
By: /s/ Xxx Xxxxxxxx By:
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CEO/President 3/28/01 CEO/President
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(Title) (Title)
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EXHIBIT A
1. XXXXXXXXXX will offer Agent an ANI based Domestic 1+ Flat Rate at to be
split as follows:
On-Net Off-Net
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Residential: $XXXX Residential: $XXXX
SOHO(1) $XXXX SOHO: $XXXX
Taxes: Federal 3% Taxes: Federal 3%
Sales/Usage 6% Sales/Usage 6%
2. Web Sign-Up Software/Set-up fee:
$XXXX
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(1) Small Office / Home Office
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EXHIBIT B - SPECIFICATIONS FOR SERVICES AND THE SYSTEM
1. Deposit: Agent shall pay a deposit to Provider equal to 1-week worth of
provisioned accounts.
2. Weekly Payments: Agent will pay to Provider weekly sums for provisioned
accounts.
3. Provisioning: 24x5BD provisioning. Agent shall provide batch orders to
Provider. FTP site will be set up to view CDR's. Terminations/Cancellations
can be reprovisioned with new customers; 24 hour confirmations.
4. Reports: Provider shall provide web based tools that show service
information, traffic usage, CDR billing records. Agent will provide agent
ID# and Provider will produce reports by agent.
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ADDENDUM 1
Addendum 1 to the Flat Rate Residential Services Agreement, dated as of March
21, 2001, is entered in to by and between Pipeline Technologies, Inc. ("Agent"),
and XXXXXXXXXXXXX, ("Provider").
1. Change of Business Name: Effective June 18, 2001 for purposes of this
agreement Pipeline Technologies, Inc. will be referred to as Integriss.
2. Security Deposit: Agent shall maintain on deposit with Provider: a cash
amount equal to one hundred percent (100%) of the projected estimated of Flat
Rate Residential Services billed for the first week. Such deposit may be
adjusted to 100% of the preceding xxxxx xxxx based on historical customer
activation. Such deposit amount shall be included in Provider's initial Tuesday
billing, and due by wire transfer at 1:00 pm CST on Friday of the same week, or
other arrangements must be approved in writing by Provider. At no time shall the
incurred billing cost exceed deposit levels, however the deposit shall never be
required to exceed $150,000. In the event Agent fails to make the increased
deposit amount in full in accordance with this Agreement, Provider shall have
the right to suspend Services and terminate this Agreement. Within 30 days of
termination of this agreement and if the Agent's payment of all amounts due and
owing to Provider are documented and received by the Provider; the Provider
shall return Agent's then current deposit amount to Agent.
3. Payments: Provider will invoice Agent each Wednesday for minutes used in the
previous week. The invoice will represent minutes used within the preceding
seven (7) days starting at 12:00 A.M. Monday and ending 11:59 P.M. Tuesday. Such
invoiced amounts shall be delivered on each Wednesday from Provider and shall be
due and payable, without deduction or offset of any kind, by wire transfer of
immediately available funds from Agent to bank(s) designated by Provider by 1:00
P.M. CST on Friday of the same week. Interest at the rate of one and one-half
percent (1-1/2%) per month shall be applied on all balances not paid timely.
Provider shall have the right to suspend Residential Flat Rate Services or
terminate the agreement in the event full payment is not made in accordance with
this Agreement. Agent will be provided daily call detail records.
4. Pricing:
On-Net Origination: $XXX Off-Net Origination: $XXX
On-Net Termination: $XXX Off-Net Termination: $XXX
Agent shall remit taxes based upon 9 percent of the retail price. Such
amounts shall be remitted pro-rated on a weekly basis as an addition to the per
minute charges invoiced and shall due and payable under the payment terms
described above in paragraph 3.
5. Provisioning: In order for a Batch file to be processed the same day it is
received by the Provider, the Batch file must be received by the Provider no
later than 3:00 P.M. CST (Central Standard Time). All Batch files received after
3:30 P.M. CST will be processed the next day.
Please acknowledge the receipt of this document by signing and faxing it back to
me at XXXXXXX.
Thank you, Integriss
XXXXXXXXX /s/ Xxx Xxxxxxxx
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President/CEO Xxx Xxxxxxxx, President/CEO
