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EXHIBIT 10.12
[QWEST LOGO]
SWITCHLESS RESELLER AGREEMENT
THIS SWITCHLESS RESELLER AGREEMENT (this "Agreement") is entered into by and
between Qwest Communications Corporation ("Qwest"), with principal offices at
0000 Xxxxx Xxxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000 and Shared Communications
Services, Inc. (the "Customer"), an authorized and certificated common carrier
subject to the Communications Act of 1934, as amended, with principal offices
at 0000 Xxxxxxxx Xxxxxxxxxx Xxxxx, XX., Xxxxx, Xxxxxx 00000 (Qwest and Customer
are sometimes referred to herein collectively as the Parties and individually
as the Party).
1. SCOPE OF AGREEMENT
Qwest will provide to Customer and Customer will purchase from Qwest
certain Qwest domestic and international long distance services
described in the Exhibits hereto (the "Service" or "Services") provided
pursuant to Qwest/LCI Xxxxxx X.X.X. Xx. 0, Xxxxx/XXX Xxxxxx F.C.C. No.
2, and applicable state tariffs (collectively, "Tariff(s)"), which are
on file with the Federal Communications Commission ("FCC") and
applicable state regulatory bodies. The Tariffs may be modified from
time to time by Qwest in accordance with law and thereby affect the
Service(s) furnished Customer. To the extent applicable to the
furnishing of Qwest Services hereunder, the Tariff, as amended from time
to time, is hereby incorporated herein and made a part hereof, except
that the following terms and conditions shall supplement or, to the
extent inconsistent, supersede Tariff terms and conditions and shall
remain in effect throughout the service term, as hereinafter defined.
2. MONTHLY MINIMUM COMMITMENT
Along with all other services Customer procures and uses from Qwest,
including those under a certain Carrier Service Agreement, Customer's
Monthly Revenue shall equal or exceed [*] each billing month under the
term of this Agreement following a [*] (collectively, the "Monthly
Commitment") under and during the Term of this Agreement. "Monthly
Revenue" shall mean Customer's total monthly recurring and usage
charges, after applicable discounts are applied, for Qwest services
outlined in Exhibit A based upon rates shown therein and applied in
accordance with Section 3 of this Agreement, exclusive of taxes,
surcharges, and installation charges. In the event Customer fails to
meet its Monthly Commitment in any month under this Agreement Customer
will be required to pay the shortfall between that Monthly Commitment
and the actual Monthly Revenue incurred by Customer.
3. SERVICE RATES AND TERMS
(A) Qwest service rates and terms are shown and described in Exhibit A.
All discounts will be calculated based on total domestic and
international usage and are applied to interstate usage charges, except
the discount may not exceed the total interstate usage charge incurred
in any month. If Customer does not maintain its Monthly Commitment as
set forth above, the terms and conditions of Exhibit A shall apply.
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(B) Qwest reserves the right to change international rates upon five (5)
calendar days notice and, domestic rates and Services described herein
and in Exhibit A at any time upon thirty (30) calendar days prior
written notice. Rate decreases and the offering of additional services
may, in Qwest's sole discretion, be effective immediately upon or as of
a date specified in a written notification to the Customer.
(C) In the event that any regulatory agency, legislative body or court
of competent jurisdiction promulgates regulations or modifies existing
ones including, without limitation, regulations regarding payphone
compensation, access charges and/or universal service ("Regulatory
Activity"), Qwest reserves the right, at any time and upon written
notice, to: (i) pass through to Customer all, or a portion of, any
charges or surcharges directly or indirectly related to such Regulatory
Activity; or (ii) modify the rates, including any rate guarantees,
and/or other terms and conditions contained in this Agreement and/or the
Tariff to reflect the impact of such Regulatory Activity.
(D) Rates for Private Line Services and Services requiring dedicated
access do not include installation, access and access-related charges,
which are additional.
(E) Customer shall pay all applicable federal, state and local taxes and
surcharges unless and until Customer submits valid tax exemption
certificates for an applicable tax. Credits or refunds of tax payments
will not be issued to Customer for usage prior to the submission of tax
exemption certificates.
(F) Customer shall have the right to terminate this Agreement, in whole
or in part, in the event of any material increase in rates for Services
utilized by Customer, without penalty or fee.
4. CUSTOMER SERVICE AND BILLING
(A) Customer acknowledges and agrees that it shall provide all
billing, inquiry, and customer service to its own customers or
end-users (the "End-Users"). Qwest shall only be obligated to
provide customer service and services to Customer.
(B) Qwest will use commercially reasonable efforts to provide
accurate bills and call detail to Customer on a monthly basis.
The billing formats will be those available from time to time by
Qwest, and are subject to change. There may be additional
charges for certain billing formats requested by Customers.
5. REPRESENTATION
Customer shall not use any trademark, service xxxx, brand name or any
other intellectual property of Qwest or any Qwest affiliate without
Qwest's prior written consent. In no event shall Customer represent or
state to End Users or prospective End Users that it has any relationship
with Qwest other than an agreement to resell Qwest's services. Customer
shall promptly and fully cooperate with Qwest to address and
resolve all issues, problems, administrative procedures, End User
complaints, regulatory investigations or inquiries, or any other
circumstances arising from Customer's use or resale of Qwest Services.
6. FINANCIAL RESPONSIBILITY, PAYMENT AND SECURITY
Customer acknowledges that the Qwest invoices for services used by
Customer (the "Invoices") are due upon receipt. Any payment received by
Qwest later than thirty (30) calendar days after the
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date of the invoice (the "Due Date") shall be subject to an interest
charge on delinquent amounts at the rate of [*] of the late payment per
month or the maximum lawful rate allowable under applicable state law,
whichever is lower. Any applicable federal, state or local use, excise,
sales or privilege taxes, duties, levies or similar liabilities,
chargeable to or against Qwest because of the Service provided Customer
shall also be charged to and payable by Customer. If full payment is not
made when due, Qwest, in its sole discretion, shall have the right, after
Qwest has given written notice to Customer, to suspend all or any part of
the Service until such time as Customer has paid all unpaid balances
(including interest), or to terminate all or any part of the Service.
During any such suspension, and upon any such termination, no service
interruption shall be deemed to occur. Customer acknowledges that it may
not withhold any sums invoiced by Qwest for actual calls made by Customer
including, without limitation, calls made by Customer's End Users and/or
unauthorized third Parties (e.g., fraudulent calls) and charges to
Customer's Qwest account(s). Customer will be responsible for full payment
of all charges as reflected on any Qwest billing statement. Independent of
Customer's payment obligations set forth in this section, Customer must
notify Qwest within sixty (60) days of the invoice date of any contested
or disputed amount concerning charges as they appear on the Qwest billing
statement. Customer's notification of any contested or disputed amount
must be in writing and sent to: 0000 Xxxxxxxxx Xxxxx, Xxxxxx, Xxxx 00000
or to (000) 000-0000 by facsimile with duplicate notification to follow
via regular U.S. Mail or overnight delivery. Written notification must be
accompanied with a detailed written support, for any service interruption
credit or other credit to which Customer believes itself entitled, and
Qwest and Customer will promptly address and attempt to resolve the claim.
Qwest, in its sole discretion exercised in good faith, may reject such
documentation and/or explanation as inadequate and so notify Customer. The
Customer shall then be entitled to a period of ten (10) additional
business days to provide to Qwest additional documentation. If Qwest
rejects this additional documentation, then the disputed portion of the
xxxx shall be paid by Customer within ten (10) business days of Customer's
receipt of Qwest's notice of inadequacy. If Qwest and Customer are unable
to resolve any such claim, the matter may be submitted to arbitration
pursuant to Section 26(A) - (E). All credits or adjustments for service
outages will be made pursuant to applicable provisions of Qwest/LCI's
Tariff F.C.C. No. 1 and Tariff F.C.C. No. 2 and applicable state tariffs
which are on file with the Federal Communications Commission and
applicable state regulatory bodies and which may be modified from time to
time by Qwest in accordance with law. In consideration of the discounts
offered by Qwest pursuant to this Agreement, with respect to any unpaid
balance(s) owed by Customer to Qwest, Qwest shall have the right to offset
such unpaid balance(s) from any amounts that Qwest owes to Customer and
any of its affiliates.
(C) Customer shall also provide and/or execute any additional collateral
security document(s), including, an irrevocable letter of credit, a cash
deposit, or a prepaid invoice amount, as may be required by Qwest, in
Qwest's sole and reasonable judgment, if there is a material change in
circumstances of Customer's actual or anticipated usage hereunder or
Customer's financial condition during any time that Customer uses the
Service.
7. TERM
The term of this Agreement shall begin on the Effective Date (defined as
the date this Agreement is signed by an authorized officer of Qwest) and,
subject to Section 2 above, will continue for a period of twelve (12)
months after such date (the "Initial Term"); provided, however, that Qwest
shall execute this Agreement as soon as possible following Customer's
execution hereof, but in no event later than thirty (30) calendar days
following Customer's execution. The Agreement shall be renewed,
thereafter, on a monthly basis ("Renewal Term") at the Qwest standard
rates in effect at the time of renewal until either Party provides the
other Party with at least thirty (30) calendar days prior written notice
of its intent to terminate this Agreement.
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8. OBLIGATIONS UPON EXPIRATION OR TERMINATION OF TERM OR RENEWAL TERM
Upon expiration or termination of this Agreement, Customer shall pay all
outstanding balances in accordance with Section 6 of this Agreement. Upon
expiration or termination of this Agreement, Customer shall be fully
subject to all terms and conditions, including standard tariffed rates,
set forth in the Qwest/LCI Tariff for services received by Customer after
such date.
9. EARLY TERMINATION
(A) Customer shall have the right to terminate this Agreement during the
initial term upon payment of an amount equal to the [*], or a pro
rata portion thereof for any partial month, for each month remaining
in the Initial Term of this Agreement; notwithstanding the
foregoing, Customer shall not be liable for the early termination
charges set forth herein in the event of an increase of a rate which
materially affects Customer's Services, as set forth under Section
3(A) of this Agreement or if Qwest fails to provide Customer with
accurate billing tapes.
(B) Either Party may terminate this Agreement without liability or
further obligation, except for unpaid charges as of the effective
date of such termination, if Qwest is prohibited from furnishing the
Service or if any material rate or term contained herein is
substantially changed by order of the highest court of competent
jurisdiction to which the matter is appealed, the FCC, or any other
federal, state or local government authority.
(C) In addition, Customer represents, warrants and covenants that it
understands that Qwest may, at any time, with written notice to
Customer but without notice to End User(s), discontinue providing
service to Customer in accordance with the terms of the Qwest/LCI
Tariff and this Agreement and that such discontinuance may result in
termination of service to the End User(s).
(D) Notwithstanding the foregoing, and without affecting Qwest's right
to compensation accrued prior to the termination date, Qwest,
without waiving any rights set forth in this Agreement or the
Qwest/LCI Tariff, retains the right to terminate this Agreement
immediately and without written notice, under any of the following
circumstances:
(i) Customer becomes or is declared insolvent or bankrupt, is the
subject of any proceedings related to its liquidation,
insolvency or for the appointment of a receiver or similar
officer for it, makes an assignment for the benefit of all or
substantially all of its creditors, or enters into an
agreement for the composition, extension, or readjustment of
all or substantially all of its obligations;
(ii) Material change in Customer's ownership without written
consent of Qwest, which consent shall not be unreasonably
withheld; or
(iii) Customer's failure to abide by all terms of Section 6 hereof,
including, without limitation, Customer's failure or refusal
to provide additional security or payment upon Qwest's
request, for any unethical or illegal acts on the part of
Customer, its officers, directors, employees, contractors,
agents, or servants;
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(iv) for any Customer breach of a material term or provision of
this Agreement. Termination of this Agreement shall not affect
Qwest's right to compensation accrued prior to the termination
date; or
(E) Customer may terminate this Agreement without termination fee or
charge upon Qwest's material breach of its obligations under this
Agreement.
10. Default
It shall be a default under this Agreement, if Customer fails to pay Qwest
in accordance with Section 6 of this Agreement. Upon default under this
Section 10, Qwest shall be entitled to all rights and remedies under the
Qwest/LCI Tariff and other applicable law in addition to all rights and
remedies available to Qwest under this Agreement.
11. Liability
(A) OTHER THAN AS SET FORTH IN QWEST'S TARIFFS, IN NO EVENT SHALL QWEST,
ITS AFFILIATES OR ITS CONTRACTORS BE LIABLE TO CUSTOMER OR ANY OTHER
PERSON, FIRM OR ENTITY IN ANY OTHER RESPECT, FOR ANY DAMAGES, EITHER
DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, ACTUAL, OR PUNITIVE
DAMAGES, OR FOR ANY LOST PROFITS OF ANY KIND OR NATURE WHATSOEVER EVEN IF
FORESEEABLE, ARISING OUT OF ANY MISTAKE, ACCIDENT, ERROR, OMISSION,
INTERRUPTION, OR DEFECT IN TRANSMISSION, OR DELAY ARISING OUT OF OR
RELATING TO THE SERVICES OR THE OBLIGATIONS OF QWEST PURSUANT TO THIS
AGREEMENT AND ANY EXHIBITS THERETO INCLUDING, WITHOUT LIMITATION, ANY
FAILURE TO PROVIDE BILLING TAPES WHICH ARE COMPATIBLE WITH CUSTOMER'S
BILLING SYSTEM(S), OR ANY FAILURE TO TIMELY OR ACCURATELY PROVISION OR
INSTALL ANY PORTION OF THE SERVICES, OR CONDITIONS WHICH MAY RESULT FROM
ACTIONS BY REGULATORY OR JUDICIAL AUTHORITIES OR OTHER CARRIERS THAT QWEST
RELIES ON TO PROVIDE SERVICE TO CUSTOMER. QWEST MAKES NO WARRANTY WHETHER
EXPRESS, IMPLIED OR STATUTORY, AS TO THE DESCRIPTION, QUALITY,
MERCHANTABILITY, COMPLETENESS OR FITNESS FOR ANY PURPOSE OF THE SERVICE OR
LOCAL ACCESS OR AS TO ANY OTHER MATTER, ALL OF WHICH WARRANTIES BY QWEST
ARE HEREBY EXCLUDED AND DISCLAIMED. FOR PURPOSES OF THIS SECTION, THE TERM
"QWEST" SHALL BE DEEMED TO INCLUDE QWEST, ITS EMPLOYEES, OFFICERS,
DIRECTORS AND AFFILIATES, AND ANY PERSON OR ENTITY ASSISTING QWEST IN ITS
PERFORMANCE OR OBLIGATIONS UNDER THIS AGREEMENT.
(B) If necessary to provision the Qwest Services to Customer, Qwest will
install orders of Customer into the Qwest account system. Such
installation shall be within a reasonable time and after receipt of such
order by Qwest from Customer. Such installation may be by direct data
transfer from Customer into the Qwest system or may be by manual
installation. In the normal course of its business, Qwest will notify the
Local Exchange Carrier ("LEC") of the orders that have been installed into
the Qwest system. If the records of the LEC and those supplied to Qwest by
Customer do not coincide in every respect, the LEC may reject the order
installation from Qwest. In such event, if the End User has converted to
Qwest service by the LEC for another reason, the End User will be billed
by the LEC for any use of Qwest telecommunications services, the End User
will receive Qwest Services at Qwest standard tariffed rates, and Qwest
will receive the revenue from any use of the Qwest Services. If the LEC,
for whatever reason, has not
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designated Qwest as each End User's PIC, the End User will be billed in
accordance with the records of the LEC. The Parties will use reasonable
efforts to notify the other Party of any rejection of order installation
by the LEC. Customer is responsible for determining the correct
information for reinstallation of the order. Customer shall protect,
indemnify, defend, and hold harmless Qwest from and against any claim of
any person or entity regarding PIC changes or the failure to effect PIC
changes. Customer understands that Qwest shall have no liability for any
acts or omissions of LECs, including the making or failure to make PIC
changes.
12. Relationship
Neither Party shall have authority to bind the other by contract or
otherwise make any representations or guarantees on behalf of the other.
Both Parties acknowledge and agree that the relationship arising from this
Agreement does not constitute an agency, joint venture, partnership,
employee relationship or franchise. Customer acknowledges and agrees that
it is an independent contractor.
13. Assignment or Sale
This Agreement shall be binding on Qwest and Customer and their respective
affiliates, successors, and assigns. Customer shall not assign, sell or
transfer this Agreement or the right to receive the Services provided
hereunder, whether by operation of law or otherwise, without the prior
written consent of Qwest. Qwest may terminate this Agreement in the event
of a change in control of Customer without Qwest's prior written consent,
which consent shall not be unreasonably withheld by Qwest.
14. PIC Authorizations
(A) Customer shall obtain a signed or verbal interexchange carrier
("PIC") authorization with true third Party verification and
archived recordings according to state or FCC guidelines for each
ANI ordered by Customer. Upon an oral or written request by Qwest,
Customer shall immediately produce a copy of the written or verbal
authorization. Qwest reserves the right not to process or turn up
ANIs until Customer has produced appropriate written or verbal
authorizations requested by Qwest. If Customer does not comply with
the request for PIC authorizations, Qwest reserves the right not to
accept additional ANIs until Customer complies.
(B) If Customer elects to provide only direct dial (or so-called "1+")
services, and Qwest will act as the interexchange carrier ("IXC")
for operator-assisted (or so-called "0+") traffic generated by
Customer's end users, Customer agrees where appropriate to inform
its end users that it:
(i) designates Qwest as its primary carrier for 0+ operator assisted
intraLATA long distance services;"
(ii) designates Qwest as its primary carrier for 0+ operator
assisted interLATA long distance services;" or
(iii) designates Qwest as its primary carrier for 0+ operator
assisted intraLATA and interLATA long distance services."
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(C) in the event an LEC or any regulatory entity assesses Qwest any
charge, fine, forfeiture, or fee for improper or inadequate PIC
authorizations relating to Customer's service, Customer shall
promptly reimburse Qwest for all such charges plus a Qwest
management fee of [*] per ANI ordered by Customer that is deemed to
lack proper service authorization or PIC verification.
(D) Upon the request of Qwest, Customer shall promptly provide to Qwest
or the LEC, at Customer's expense, any documentation required by the
LEC regarding PIC selections or authorizations from Customer's End
Users. In addition, Customer shall promptly and in good faith
cooperate with Qwest and all LECs in investigating and attempting to
resolve all PIC selection and authorization disputes.
15. Reporting Requirements
Where reporting obligations or requirements are imposed upon Qwest
by any third Party or regulatory agency that can be satisfied by
Customer, Customer agrees to comply with such requirements and
obligations and to hold Qwest harmless for any failure of compliance
with any such requirement or obligation.
16. Governing Law, Certifications and Warranties
(A) Customer understands that Qwest in conducting its business in the
manner set forth herein, is subject to the Communications Act of
1934, as amended, and as interpreted and applied by the Federal
Communications Commission. All terms of this Agreement not subject
to the Communications Act of 1934 as amended and as interpreted and
applied by the Federal Communications Commission will be interpreted
according to New York law, without regard to its conflicts of law
provisions. Any cause of action Customer may have with respect to a
breach of this Agreement must be commenced within one (1) year after
the claim or cause of action arises or such claim or cause of action
is barred.
(B) If service is provided solely within a single state in a manner
which subjects the Service to regulation by such state, then the
terms and conditions of such Service and of this Agreement shall be
subject to such regulations and to any Agreement to this Agreement
relating thereto which is delivered by Qwest to Customer. Customer
shall have the right to terminate this Agreement within ten (10)
days of receipt of such Agreement without further liability
hereunder.
(C) Customer certifies and warrants that it is in compliance with and
will continue to be in compliance with all international, federal,
state and local laws and regulations relating to its performance
under this Agreement. Customer is solely responsible for obtaining
all licenses, approvals, and regulatory authority for its operation
and the provision of services to its End Users. Any breach of the
obligations of Customer under this Section shall be a material
breach of this Agreement. If Customer does not comply with this
Section, in addition to any remedies available to Qwest at law or in
equity, Qwest, in its sole discretion, may elect to decline to
accept additional orders under this Agreement or may immediately
terminate this Agreement without further liability or obligation to
Customer.
(D) The Services are provided on an "as is" and "as available" basis
without warranties of any kind, either express or implied.
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17. Terms and Conditions Surviving Termination or Expiration of Agreement
The terms and conditions of the Qwest/LCI Tariff along with Section 6, 10,
11, 12, 16, 18, 25, 26 and any provision hereof, which, by its context is
intended to survive the termination or expiration hereof, shall also
survive. Additionally, any obligation to hold harmless and indemnify a
Party hereunder shall survive the termination or expiration of this
Agreement.
18. Indemnification
Customer shall protect, defend, hold harmless, and indemnify Qwest from
and against any claims, actions, damages, liabilities, costs, judgments or
expenses (including attorney fees) arising out of (i) the resale or
reselling of the Service, including but not limited to the provision or
termination of service by Customer to End Users and any failure to provide
service; (ii) any breach by Customer of any warranty, representation,
obligation or covenant hereunder; (iii) and any instance of an
unauthorized PIC change commonly referred to as "slamming" or failure to
obtain a properly executed LOA as required by Section 14(B) herein.
19. Cancellation, Blocking and Disconnect of Service
Without affecting Customer's minimum usage or other obligations herein,
Customer may cancel, disconnect, or terminate a portion of the Service
when Customer's End User has provided a new PIC authorization to another
carrier. Customer shall be financially responsible for Service provided
under this Agreement until such time that the new PIC change is
implemented. In the event Customer requests that an ANI be blocked from
Qwest Services, Customer must certify that the request for blocking is due
to an End User account being past due and delinquent and the End User has
been properly notified.
20. Nondisclosure
Neither Party shall disclose to any third Party during the term of this
Agreement and during the two (2) year period immediately following
termination of this Agreement, any of the terms and conditions set forth
in this Agreement unless disclosure is required by any state or federal
governmental agency, otherwise required to be disclosed by law, or is
necessary in any proceeding establishing rights or obligations under this
Agreement. Each Party reserves the right to terminate this Agreement, upon
written notification, of any disclosure prohibited hereunder.
21. Non-Xxxx Usage Surcharge
Customer will originate at least [*] of Customer's total usage of the
Service in a tandem owned and operated by a Regional Xxxx Operating
Company (RBOC) and subject to such RBOC's tariffed access charges. Qwest
will apply a surcharge of [*] per minute of use to the number of minutes
by which Non-RBOC originations exceed [*] of Customer's total usage of
the Service.
22. Amendments
The Agreement, together with all Exhibits, represents the entire
understanding of the Parties as it pertains to the subject matter herein.
Any and all prior offers, agreements, representations and understandings,
whether oral or written, shall be superseded by this Agreement. Exclusive
of any Tariff modifications initiated by Qwest, once this Agreement has
been fully executed, any
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amendment hereto must be made in writing and signed by authorized
representatives of both Parties.
23. Waiver
Qwest's failure to insist upon or enforce strict performance of any
provision of this Agreement shall not be construed as a waiver of any
provision or right. Neither the waiver by either of the Parties hereto of
a breach or a default under any provisions of this Agreement, nor the
failure of either of the Parties, on one or more occasions, to enforce any
of the provisions of this Agreement or to exercise any right or privilege
hereunder shall thereafter be construed as a waiver of any subsequent
breach or default of a similar nature, or as a waiver of any of such
provisions, right, or privileges hereunder. Neither the course of conduct
between Parties nor trade practice shall act to modify any provision of
this Agreement.
24. Notice
Except when actual receipt is expressly required by the terms hereof, all
notices, demands, requests, elections or other communications herein
provided to be given or which may be given by one Party to another Party
shall be made in writing and is considered given either (i) when delivered
by facsimile service to the phone number listed below with duplicate
notification sent via regular U.S. Mail or overnight delivery and; (ii)
when delivered in person to the recipient named below; or (iii) after
deposit in the United States mail in a sealed envelope or container,
either registered or certified mail, return receipt requested, postage
prepaid; or (iv) the day after delivery to the courier if sent via
overnight courier service, addressed by name and address to the Party or
person intended as follows:
To Customer: Shared Communications Services, Inc.
0000 Xxxxxxxx Xxxxxxxxxx Xxxxx, X.X.
Xxxxx, Xxxxxx 00000
Facsimile #: (000) 000-0000
Attention: Xx. Xxxxx Xxxxxxxxx, Vice, President
To Qwest: General Counsel
Qwest Communications Corporation
0000 Xxxxx Xxxxxxx Xxxxx
Xxxxxxxxx, XX 00000
Facsimile #: (000) 000-0000
Any Party may at any time change its address or facsimile number for
notification purposes by giving the other Party prior written notice as
provided in this Section by setting forth the new address and the date on
which it will become effective. Either Party may require, by prior written
notice given at any time or from time to time, subsequent notices to be
given to another individual person, whether a Party or an officer or
representative, or to a different address, or both; provided, however,
that a P.O. Box shall not be considered to be an address for purposes of
this Agreement.
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25. SEVERABILITY
In the event that any one or more of the provisions contained in this
Agreement shall for any reason be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provision of this Agreement,
but this Agreement shall be construed as if such invalid, illegal or
unenforceable provision had never been contained herein. Further, in the
event that any provision of this Agreement shall be held to be invalid,
illegal or unenforceable by virtue of its scope or period of time, but may
be made enforceable by a limitation thereof, such provision shall be
deemed to be amended to the minimum extent necessary to render it valid,
legal and enforceable or in the alternative both Parties shall negotiate
in good faith to substitute for such invalid, illegal, or unenforceable
provision a mutually acceptable provision that is consistent with the
original intent of the Parties. The remainder of the provisions shall
remain in full force and effect.
26. ARBITRATION OF DISPUTES
(A) Any dispute arising out of this Agreement relating to Qwest invoices
or balances owed by Customer to Qwest for Services rendered, which
cannot be resolved between the Parties, shall be settled by binding
arbitration at the office of the American Arbitration Association
("AAA") located in Washington, D.C. or Denver, Colorado, at the
choice of the Party initiating the arbitration. The arbitration
shall be held in accordance with the commercial Arbitration Rules of
the American Arbitration Association ("AAA Rules"), as amended by
this Agreement. Neither Party may seek injunctive relief of any kind
prior to the confirmation of an arbitration award.
(B) Either Qwest or the Customer may initiate arbitration by providing
written demand for arbitration, a copy of this Agreement and the
administrative fee required by the AAA Rules to the AAA, 0000
Xxxxxxxxxxx Xxxxxx, 0XX Xxxxx, Xxxxxxxxxx, XX 00000-0000. A copy of
the notice shall also be provided to the other Party. The remaining
cost of the arbitration, including the fees and expenses of the
arbitrator, shall be shared equally by the Parties unless the
arbitration award provides otherwise. Each Party shall bear the cost
of preparing and presenting its case.
(C) One Arbitrator shall be appointed in accordance with the AAA Rules
within sixty (60) days of the submission of the demand for
arbitration, unless both Parties otherwise agree in writing. The
Arbitrator shall designate the time and place in the Washington, DC
area for the hearing within thirty (30) days of his or her
appointment. Qwest and the Customer agree that the Arbitrator's
authority to grant relief shall be subject to the provisions of this
Agreement, the United States Arbitration Act, ("USAA"), the ABA-AAA
Code of Ethics for Arbitrators in Commercial Disputes, Qwest/LCI
Tariffs, substantive law, and the Communications Act of 1934, as
amended. The Arbitrator shall not be able to award, nor shall any
Party be entitled to receive punitive, incidental, consequential,
exemplary, reliance or special damages, including damages for lost
profits. The Arbitrator's decision shall follow the plain meaning of
the relevant documents, and shall be final, binding, and enforceable
in a court of competent jurisdiction. The decision of the Arbitrator
is appealable only for mistakes of law.
(D) Customer agrees to place One Hundred Per Cent (100%) of any invoiced
sums it disputes into an interest-bearing escrow account pending
completion of the arbitration. Qwest and the Customer agree to
undertake all reasonable steps to expedite the arbitration process.
QWEST CONFIDENTIAL AND PRIVILEGED
10
11
SWITCHLESS RESELLER AGREEMENT
(E) Any dispute not outlined in Section 26(A) and arising out of or
related to this Agreement regardless of the form of action whether
in contract, indemnity, warranty, strict liability, or tort,
including negligence of any kind with regard to Qwest Services or
other conduct under this Agreement may be subject to arbitration
upon the written consent of both Parties.
27. HEADINGS
The headings of sections and subsections used in this Agreement are for
convenience only and are not part of is operative language. They shall not
be used to affect the construction of any provisions hereof.
28. THIRD-PARTIES
The representations, warranties, covenants and agreements of the Parties
set forth in this Agreement are not intended for, nor shall they be for
the benefit of or enforceable by, any person or entity not a Party hereto.
29. ATTACHMENTS AND EXHIBITS
All Attachments and Exhibits annexed to this Agreement are expressly made
a part of this Agreement as fully as though completely set forth in it.
All references to this Agreement shall be deemed to refer to and include
this Agreement and all such Attachments and Exhibits.
30. CUSTOMER AUTHORIZATION
Customer represents that the person executing this Agreement has been duly
authorized by Customer to execute and bind Customer to the terms and
conditions contained herein. Customer, with full knowledge of all terms
and conditions herein, does hereby warrant and represent that the
execution, delivery, and performance of this Agreement are within
Customer's corporate and/or partnership powers, have been duly authorized,
and are not in conflict with law or the terms of any charter or bylaw or
any agreement to which Customer is a Party or by which it is bound or
affected.
IN WITNESS WHEREOF, an authorized representative of each Party has
executed this Agreement effective as of the date of execution by Qwest as set
forth below.
QWEST COMMUNICATIONS CORPORATION SHARED COMMUNICATIONS SERVICES, INC.
By: /s/ XXXX X. XXXXX By: /s/ XXXX XXXXXX
----------------------------- ---------------------------------
Date: 12/31/98 Date: 12-17-98
----------------------------- ---------------------------------
Xxxx X. Xxxxx
Senior Vice President
QWEST CONFIDENTIAL AND PRIVILEGED
11
12
EXHIBIT A1
REQWEST SWITCHLESS RESELLER SERVICE
SWITCHLESS RESELLER SERVICES AGREEMENT
GENERAL
Interstate rates are per state and are for state-wide calling. The applicable
continental US Interstate rate is determined based upon the originating state of
an outbound call or based upon the terminating state of a toll-free inbound
call. Intrastate rates are per State and are for Statewide termination. Domestic
rates shown in the ReQwest Interstate and Intrastate Rate Exhibits are shown in
terms of full minutes and are billed in [*] increments.
International rates are per country and are for country-code wide termination.
International rates shown in the ReQwest International Rate Exhibit, with the
exception of Mexican rates, are shown in terms of a rate per minute and are
billed in [*] increments, with an initial [*] increment. Mexican calls are
billed in [*] increments. Directory Assistance calls are billed [*].
Calling Card rate billing increments vary by originating and terminating points
of the call and are listed in the Calling Card rate exhibit.
Rates shown in the ReQwest Rate Exhibits are Base Rates. Discounts, if any,
pursuant to the below Discounts Section and Discount Schedule.
Qwest reserves the right to charge excessive quantities (ie. [*] of Customer's
total calls) of short duration calls (i.e. calls under [*] in length) a minimum
of [*] per answered call.
ROUNDING
Currently, the ReQwest Switchless Reseller Service utilizes "bulk rounding". For
the purposes of this agreement, bulk rounding is defined as carrying over the
3rd and 4th place amounts of a call charge to the next call, and continuing to
do so until one full cent ($.01) is accrued. When this has occurred, the cent is
applied to the next call. In addition, the ReQwest Switchless Reseller Service
employs [*], which means that all calls are rounded [*], as opposed to [*] (e.g.
initial and incremental).
TOLL FREE SERVICES PORTABILITY
Qwest will provide toll free inbound services to End Users desiring to keep
their current toll free number and under the following condition:
- The End User signs a Letter of Agency designating Qwest as the
Responsible Organization for the toll free number
Qwest will train the Customer on the proper procedures and documentation
required for toll free portability.
Qwest will provide to Reseller Responsible Organization Service and will charge
the following rates:
Monthly Recurring Charge(s)
--------------------
[*] Information redacted pursuant to a confidential treatment request
throughout this exhibit.
QWEST CONFIDENTIAL AND PROPRIETARY
13
EXHIBIT A1
REQWEST SWITCHLESS RESELLER SERVICE
SWITCHLESS RESELLER SERVICES AGREEMENT
Number Storage Charge: [*] per toll free number
Search/Reservation: No Charge
SMS Data Base Administration: No Charge
PICC, PAYPHONE COMPENSATION, AND OTHER REGULATORY REFORM
RELATED SURCHARGES
As a result of regulatory reform, certain government subsidies and other
government-imposed charges previously collected through local exchange access
usage rates are assessed directly upon interexchange carriers on a per-line or
per-call basis. The following flat rate charges may apply to Customer's total
charges as a result, and Customer agrees to be responsible for paying for such
fees. These charges will be itemized on the customer's xxxx and are in addition
to the rates for services, described in the Rates and Discounts portion of
Exhibit A.
- Payphone Compensation Surcharge: [*] per payphone originated, completed
call will be assessed
- PICC (Primary Interexchange Carrier Charge): A fee per line presubscribed
to Qwest/LCI that may vary as follows, depending upon line type. These
charges are subject to change.
- [*] for each Single Line Business and Primary Residential line.
- [*] for each Subsequent Residential line.
- [*] for each Multi-Line Business line.
PROJECT ACCOUNT CODES (PAC)
Qwest will provide Project Account Codes for use with Outbound and toll free
inbound services to Customer at the following rates:
- Outbound PAC (charges are per account):
Non-Verified PAC set up: [*]
Verified PAC set up: [*]
Non-Verified PAC Monthly Recurring Charges: [*]
Verified PAC Monthly Recurring Charges: [*]
- Toll Free PAC (charges are per toll free number):
Non-Verified PAC set up: [*]
Verified PAC set up: [*]
Non-Verified PAC Monthly Recurring Charges: [*]
Verified PAC Monthly Recurring Charges: [*]
Customer agrees to be responsible for such charges and to pay for such charges
within thirty (30) calendar days of Qwest's invoice setting forth such charges.
CALLING CARD SERVICES
Qwest Reseller Calling Card Service offers domestic-to-domestic,
domestic-to-international and international origination calling card service
from certain countries with the use of a fourteen digit authorization code,
consisting of 10 digits plus a 4 digit PIN. Customer shall request the
provision, and Qwest shall provide, the Reseller Calling Card Service, through
and in accordance with the completion and submission of Qwest's Calling Card
Order Form and order procedures in effect, as may be changed from time to time.
--------------------
[*] Information redacted pursuant to a confidential treatment request
throughout this exhibit.
QWEST CONFIDENTIAL AND PROPRIETARY
14
EXHIBIT A1
REQWEST SWITCHLESS RESELLER SERVICE
SWITCHLESS RESELLER SERVICES AGREEMENT
Qwest's Calling Card Service offers two options with respect to the branding of
the platform:
- Generic Calling Card Option, and
- Private-Labeled Calling Card Option.
The Generic Calling Card offers no branding on the platform or in the branding
of Operator Services calls. The Private Labeled version of Qwest's Calling Card
Service offers branding in the Customer's name for the greeting and closing
platform scripts; the request of a Toll Free access number to the platform;
branding of the Operator Services greeting in the Customer's name; and routing
of customer service calls to the Customer's own customer service center.
For both Calling Card Service options, the customer is responsible for all
calling card production, fulfillment, billing, collections, tariffing and
fraudulent use.
CUSTOMIZED GREETING AND CLOSING MESSAGES WITH PRIVATE-LABELED CALLING CARD
SERVICES
On the Private-Labeled Calling Card, the Customer will provide to Qwest a
requested branded message for platform greeting and closing. These branded
messages must be sent to Qwest's Account Management group on a diskette
containing the two pre-recorded customized .wav files. The wav. files must meet
the following specifications:
- 22,500 Hz, 16-bit Mono
- greeting and closing message should be saved as two different files
- submitted to Qwest on a 3.5" diskette
- leading and trailing noise must be removed
- One (1) second of silence is required in front of the message and one (1)
second of silence after the message is required to allow for message
queuing on the 8XX recording.
Qwest reserves the right to approve or reject Customer greeting and closing
messages that are to be placed on the platform.
CUSTOMER SERVICE CALL ROUTING WITH PRIVATE-LABELED CALLING CARD SERVICES
On the Private-Labeled Calling Card, Qwest will provide customer service routing
to the Customer's Customer service line for calls originating in the Continental
United States. The customer will be required to provide Qwest with the customer
service routing number on the Calling Card Order Form. Three consecutive
mistakes in number dialing will cause calls to be forwarded to Customer's
Customer Service.
OPERATOR SERVICES BRANDING WITH PRIVATE-LABELED CALLING CARD SERVICES
On the Private-Labeled Calling Card, Customers may opt to customize its operator
services greeting for domestic-originated calling. Greeting content should be
provided by the customer by filling out the appropriate section the Private
Label Travel Card Order Form. Qwest reserves the
QWEST CONFIDENTIAL AND PROPRIETARY
15
EXHIBIT A1
REQWEST SWITCHLESS RESELLER SERVICE
SWITCHLESS RESELLER SERVICES AGREEMENT
right to approve or reject these greetings prior to submission. Dialing "0" or
15 seconds of dialing unresponsiveness by the card user will cause a call to be
forwarded to operator services.
CALLING CARD SERVICE CHARGES
CALLING CARD NONRECURRING CHARGES
The Customer will pay a platform implementation fee of [*] per Access Number
associated with the Private Labeled Calling Card option to Qwest in accordance
with the agreed-upon payment terms and conditions set forth in the Agreement and
the Calling Card Order Form. This charge shall be credited to subsequent
Customer's invoices from Qwest once Qwest collects payment of Customer's Travel
Card Usage per Access Number billing which exceeds [*].
Customer shall pay to Qwest a nonrefundable service fee of [*] for each
Customer-initiated scripting, greeting or routing change per Access Number after
Qwest's initial set-up of the Customer Calling Card platform.
CALLING CARD OPERATOR SERVICES SURCHARGE
A [*] per call surcharge will be applied to any call that is forwarded to
Operator Services from the calling card platform for all calls originating in
the Continental United States. This charge will be assessed in addition to
metered charges incurred by the call.
INSTALLATION AND MONTHLY CHARGES FOR DEDICATED ACCESS SERVICES
Installation and Monthly Charges associated with dedicated access services will
be billed to Customer, and Customer agrees to pay within thirty (30) calendar
days of the date of Qwest's invoice. These charges include those associated with
local loops, CSU/DSU, channel card, T-1 centrex cards and any other equipment or
services provided by Qwest in order to install, test and maintain dedicated
access lines. Monthly Recurring Charges will be those normally charged to
Customer unless otherwise negotiated by Qwest and customer. Installation charges
will be on an individual case basis.
[*]
--------------------
[*] Information redacted pursuant to a confidential treatment request
throughout this exhibit.
QWEST CONFIDENTIAL AND PROPRIETARY
16
EXHIBIT A1
REQWEST SWITCHLESS RESELLER SERVICE
SWITCHLESS RESELLER SERVICES AGREEMENT
[*]
--------------------
[*] Information redacted pursuant to a confidential treatment request
throughout this exhibit.
QWEST CONFIDENTIAL AND PROPRIETARY
17
EXHIBIT A1
REQWEST SWITCHLESS RESELLER SERVICE
SWITCHLESS RESELLER SERVICES AGREEMENT
[*]
--------------------
[*] Information redacted pursuant to a confidential treatment request
throughout this exhibit.
QWEST CONFIDENTIAL AND PROPRIETARY
18
EXHIBIT A1
REQWEST SWITCHLESS RESELLER SERVICE
SWITCHLESS RESELLER SERVICES AGREEMENT
[*]
--------------------
[*] Information redacted pursuant to a confidential treatment request
throughout this exhibit.
QWEST CONFIDENTIAL AND PROPRIETARY
19
Switchless Reseller Agreement
Exhibit A
Services and Rates
[LCI INTERNATIONAL LOGO]
[*]
--------------------
[*] Information redacted pursuant to a confidential treatment request
throughout this exhibit.
20
COMPEER A Agreement
Exhibit A
Services and Rates
[LCI INTERNATIONAL LOGO]
SWITCHLESS RESELLER
COMMERCIAL INTERSTATE RATES
SWITCHED DEDICATED
Outbound & Inbound Outbound & Inbound
Base Price Base Price
--------------------- ------------------------
Day Non-Day Day Non-Day
------- ------- ------- -------
Continental U.S. [*] [*] [*] [*]
SWITCHED DEDICATED
----------------------------------- ------------------------------------
Outbound* Inbound** Outbound* Inbound**
Base Price Base Price Base Price Base Price
----------------- ---------------- ----------------- ----------------
Day Non-Day Day Non-Day Day Non-Day Day Non-Day
------- ------- ------- ------- ------- ------- ------- -------
Alaska & Hawaii [*] [*] [*] [*] [*] [*] [*] [*]
Puerto Rico [*] [*] [*] [*] [*] [*] [*] [*]
US Virgin Islands [*] [*] [*] [*] [*] [*] [*] [*]
*from the Continental U.S.
**to the Continental U.S.
Billing Increments: [*]
Minimum Average time Requirement per call: [*]
Interstate usage contributes to the Voice and Data Discount Level
Interstate usage receives Voice Discounts
SWITCHLESS RESELLER
COMMERCIAL DIRECTORY ASSISTANCE RATES
Interstate calls: [*]
Intrastate calls: [*]
Directory Assistance rates are effective for all Time Periods
Directory Assistance rates neither contribute to or receive discounts
-----------------------
[*] Information redacted pursuant to a confidential treatment request
throughout this exhibit.
21
COMPEER Agreement
Exhibit A
Services and Rates
[LCI INTERNATIONAL LOGO]
SWITCHLESS RESELLER
COMMERCIAL INTRASTATE RATES
SWITCHED DEDICATED
Outbound & Inbound Outbound & Inbound
Base Price Base Price
--------------------- -----------------------
State Day Non-Day Day Non-Day
----- ------- ------- ------- -------
Alaska [*] [*] [*] [*]
Alabama [*] [*] [*] [*]
Arkansas [*] [*] [*] [*]
Arizona [*] [*] [*] [*]
California [*] [*] [*] [*]
Colorado [*] [*] [*] [*]
Connecticut [*] [*] [*] [*]
Delaware [*] [*] [*] [*]
Florida [*] [*] [*] [*]
Georgia [*] [*] [*] [*]
Hawaii [*] [*] [*] [*]
Iowa [*] [*] [*] [*]
Idaho [*] [*] [*] [*]
Illinois [*] [*] [*] [*]
Indiana [*] [*] [*] [*]
Kansas [*] [*] [*] [*]
Kentucky [*] [*] [*] [*]
Louisiana [*] [*] [*] [*]
Massachusetts [*] [*] [*] [*]
Maryland [*] [*] [*] [*]
Maine [*] [*] [*] [*]
Michigan [*] [*] [*] [*]
Minnesota [*] [*] [*] [*]
Missouri [*] [*] [*] [*]
Mississippi [*] [*] [*] [*]
Montana [*] [*] [*] [*]
North Carolina [*] [*] [*] [*]
North Dakota [*] [*] [*] [*]
Nebraska [*] [*] [*] [*]
New Hampshire [*] [*] [*] [*]
New Jersey [*] [*] [*] [*]
New Mexico [*] [*] [*] [*]
Nevada [*] [*] [*] [*]
New York [*] [*] [*] [*]
Ohio [*] [*] [*] [*]
Oklahoma [*] [*] [*] [*]
Oregon [*] [*] [*] [*]
Pennsylvania [*] [*] [*] [*]
Rhode Island [*] [*] [*] [*]
South Carolina [*] [*] [*] [*]
South Dakota [*] [*] [*] [*]
Tennessee [*] [*] [*] [*]
Texas [*] [*] [*] [*]
Utah [*] [*] [*] [*]
Virginia [*] [*] [*] [*]
Vermont [*] [*] [*] [*]
Washington [*] [*] [*] [*]
Wisconsin [*] [*] [*] [*]
West Virginia [*] [*] [*] [*]
Wyoming [*] [*] [*] [*]
Billing Increment: [*]
(N/A) Not currently authorized to provide Intrastate service
Minimum Average Time Requirement per call: [*]
Intrastate usage contributes to the Voice and Data Discount Level;
but does not receive Discounts
--------------------
[*] Information redacted pursuant to a confidential treatment request
throughout this exhibit.
22
International
[LCI INTERNATIONAL LOGO]
SWITCHLESS RESELLER
COMMERCIAL INTERNATIONAL RATES
SWITCHED DEDICATED
Country Outbound Outbound
Country Code Rate Rate
------- ------- -------- ---------
Afghanistan 93
Albania 355 [*] [*]
Algeria 213 [*] [*]
American Samoa 684 [*] [*]
Andorra 376 [*] [*]
Angola 244 [*] [*]
Anguilla 809 [*] [*]
Antarctica (XXXXX & XXXXX) 672 [*] [*]
Antigua 809 [*] [*]
Argentina 54 [*] [*]
Armenia 374 [*] [*]
Aruba 297 [*] [*]
Ascension Island 247 [*] [*]
Australia 61 [*] [*]
Austria 43 [*] [*]
Azerbaijan 994 [*] [*]
Azores 992 [*] [*]
Bahamas 809 [*] [*]
Bahrain 973 [*] [*]
Bangladesh, People's Republic of 880 [*] [*]
Barbados 809 [*] [*]
Belarus 375 [*] [*]
Belgium 32 [*] [*]
Belize 501 [*] [*]
Benin, People's Republic of 229 [*] [*]
Bermuda 809 [*] [*]
Bhutan 975 [*] [*]
Bolivia 591 [*] [*]
Bosnia & Herzegovina, Republic of 387 [*] [*]
Botswana 267 [*] [*]
Brazil 55 [*] [*]
British Virgin Islands 809 [*] [*]
Brunei 673 [*] [*]
Bulgaria 359 [*] [*]
--------------------
[*] Information redacted pursuant to a confidential treatment request
throughout this exhibit.
23
International
Burkina Faso 226 [*] [*]
Burundi 257 [*] [*]
Cambodia 855 [*] [*]
Cameroon, United Republic of 237 [*] [*]
Cape Verde Islands 238 [*] [*]
Cayman Islands 809 [*] [*]
Central African Republic 236 [*] [*]
Chad 235 [*] [*]
Chile 56 [*] [*]
China, People's Republic of 86 [*] [*]
Christmas & Cocos Islands 672 [*] [*]
Colombia 57 [*] [*]
Comoros, Federal Islamic Republic 269 [*] [*]
Congo, Republic of 242 [*] [*]
Xxxx Islands 682 [*] [*]
Costa Rica 506 [*] [*]
Croatia, Republic of 385 [*] [*]
Cuba 53 [*] [*]
Cyprus 357 [*] [*]
Czech Republic 42/420 [*] [*]
Denmark 45 [*] [*]
Xxxxx Xxxxxx 246 [*] [*]
Djibouti, Republic of 253 [*] [*]
Dominica 809 [*] [*]
Dominican Republic 809 [*] [*]
Ecuador 593 [*] [*]
Egypt, Arab Republic of 20 [*] [*]
El Salvador 503 [*] [*]
Equatorial Guinea, Republic of 240 [*] [*]
Eritrea 291 [*] [*]
Estonia 372 [*] [*]
Ethiopia 251 [*] [*]
Faeroe Islands 298 [*] [*]
Falkland Islands 500 [*] [*]
Fiji Islands 679 [*] [*]
Finland 358 [*] [*]
France 33 [*] [*]
French Antilles (includes Martinique) 596 [*] [*]
French Guiana 594 [*] [*]
French Polynesia 689 [*] [*]
Gabon Republic 241 [*] [*]
Gambia 220 [*] [*]
Georgia 995 [*] [*]
Germany, Fed Republic of 49 [*] [*]
--------------------
[*] Information redacted pursuant to a confidential treatment request
throughout this exhibit.
24
International
Ghana 233 [*] [*]
Gibraltar 350 [*] [*]
Greece 30 [*] [*]
Greenland 299 [*] [*]
Grenada 809 [*] [*]
Guadeloupe 590 [*] [*]
Guam 671 [*] [*]
Xxxxxxxxxx Xxx 0000 [*] [*]
Guatemala 502 [*] [*]
Guinea, Peoples Rev. Rep. 224 [*] [*]
Guinea-Bissau 245 [*] [*]
Guyana 592 [*] [*]
Haiti 509 [*] [*]
Honduras 504 [*] [*]
Hong Kong 852 [*] [*]
Hungary 36 [*] [*]
Iceland 354 [*] [*]
India 91 [*] [*]
Indonesia 62 [*] [*]
INMARSAT - Atlantic Ocean East 871 [*] [*]
INMARSAT - Atlantic Ocean West 874 [*] [*]
INMARSAT - Indian Ocean 873 [*] [*]
INMARSAT - Pacific Ocean 872 [*] [*]
Iran 98 [*] [*]
Iraq 964 [*] [*]
Ireland, Republic of 353 [*] [*]
Israel 972 [*] [*]
Italy 39 [*] [*]
Ivory Coast, Republic of 225 [*] [*]
Jamaica 809 [*] [*]
Japan 81 [*] [*]
Jordan 962 [*] [*]
Kazakhstan 7 [*] [*]
Kenya, Republic of 254 [*] [*]
Kiribati 686 [*] [*]
Korea, Dem. People's Rep of (North) 850 [*] [*]
Korea, Republic of (South) 82 [*] [*]
Kuwait 965 [*] [*]
Xxxxxxxxxx/ Xxxxxx Xxxxxxxx 0 [*] [*]
Laos 856 [*] [*]
Latvia 371 [*] [*]
Lebanon 961 [*] [*]
Lesotho 266 [*] [*]
Liberia 231 [*] [*]
--------------------
[*] Information redacted pursuant to a confidential treatment request
throughout this exhibit.
25
International
Libyan Arab Peoples Socialist Jamah 218 [*] [*]
Liechtenstein 41 [*] [*]
Lithuania 370 [*] [*]
Luxembourg 352 [*] [*]
Macau 853 [*] [*]
Macedonia, The Former Yugoslav Republic 389 [*] [*]
Madagascar, Democratic Republic of 261 [*] [*]
Malawi 265 [*] [*]
Malaysia 60 [*] [*]
Maldives, Republic of 960 [*] [*]
Xxxx Xxxxxxxx 000 [*] [*]
Malta 356 [*] [*]
Xxxxxxxx Islands 692 [*] [*]
Mauritania, Islamic Republic of 222 [*] [*]
Mauritius 230 [*] [*]
Mayotte Island (MOU) combined with 269 [*] [*]
Micronesia, Federal States of 691 [*] [*]
Xxxxxxx 000 [*] [*]
Monaco 377 [*] [*]
Mongolian People's Republic 976 [*] [*]
Xxxxxxxxxx 000 [*] [*]
Morocco 212 [*] [*]
Mozambique 258 [*] [*]
Myanmar (Formerly Burma) 95 [*] [*]
Nakhodka 7 [*] [*]
Namibia 264 [*] [*]
Nauru 674 [*] [*]
Nepal 977 [*] [*]
Netherlands 31 [*] [*]
Netherlands Antilles 599 [*] [*]
Nevis 809 [*] [*]
New Caledonia 687 [*] [*]
New Zealand 64 [*] [*]
Nicaragua 505 [*] [*]
Niger Republic 227 [*] [*]
Nigeria, Federal Republic of 234 [*] [*]
Niue 683 [*] [*]
Norfolk Island 672 [*] [*]
Northern Mariana Islands (including 670 [*] [*]
Norway 47 [*] [*]
Oman 968 [*] [*]
Pakistan 92 [*] [*]
Palau, Republic of 680 [*] [*]
Panama, Republic of 507 [*] [*]
--------------------
[*] Information redacted pursuant to a confidential treatment request
throughout this exhibit.
26
International
Papua New Guinea 675 [*] [*]
Paraguay 595 [*] [*]
Xxxx 00 [*] [*]
Philippines 63 [*] [*]
Poland, Republic of 48 [*] [*]
Portugal 351 [*] [*]
Qatar 974 [*] [*]
Reunion Island 262 [*] [*]
Romania, Socialist Republic of 40 [*] [*]
Russian Federation 7 [*] [*]
Rwanda 250 [*] [*]
Sakhalin 7 [*] [*]
San Marino 378 [*] [*]
Sao Tome 239 [*] [*]
Saudi Arabia 966 [*] [*]
Senegal Republic 221 [*] [*]
Seychelles Islands 248 [*] [*]
Sierra Leone 232 [*] [*]
Singapore, Republic of 65 [*] [*]
Slovakia 42/421 [*] [*]
Slovenia, Republic of 386 [*] [*]
Solomon Islands 677 [*] [*]
Somalia 252 [*] [*]
South Africa, Republic of 27 [*] [*]
Spain 34 [*] [*]
Sri Lanka, Democratic Socialist Rep 94 [*] [*]
St. Helena 290 [*] [*]
St. Kitts 809 [*] [*]
St. Lucia 809 [*] [*]
St. Pierre/Miquelon 508 [*] [*]
St. Xxxxxxx/Grenadines 809 [*] [*]
Sudan 249 [*] [*]
Suriname, Republic of 597 [*] [*]
Swaziland 268 [*] [*]
Sweden 46 [*] [*]
Switzerland 41 [*] [*]
Syrian Arab Republic 963 [*] [*]
Taiwan, Republic of China 886 [*] [*]
Tajikistan 7 [*] [*]
Xxxxxxxx 000 [*] [*]
Thailand 66 [*] [*]
Togo, Republic of 228 [*] [*]
Tokelau 690 [*] [*]
Tonga Islands 676 [*] [*]
--------------------
[*] Information redacted pursuant to a confidential treatment request
throughout this exhibit.
27
International
Trinidad & Tobago, Democratic Rep 809/868 [*] [*]
Tunisia 216 [*] [*]
Turkey 90 [*] [*]
Turkmenistan 7 [*] [*]
Turks & Caicos 809 [*] [*]
Tuvalu 688 [*] [*]
Uganda 256 [*] [*]
Ukraine 380 [*] [*]
United Arab Emirates 971 [*] [*]
United Kingdom 44 [*] [*]
Uruguay 598 [*] [*]
Uzbekistan 7 [*] [*]
Vanuatu, Republic of 678 [*] [*]
Vatican City 39 [*] [*]
Venezuela 58 [*] [*]
Vietnam 84 [*] [*]
Wallis & Futuna Islands 681 [*] [*]
Western Samoa 685 [*] [*]
Yemen Arab Republic 967 [*] [*]
Yemen Democratic Republic 969 [*] [*]
Yugoslavia, Federal Republic of (inc 381 [*] [*]
Zaire, Republic of 243 [*] [*]
Zambia 260 [*] [*]
Zimbabwe 263 [*] [*]
International Rates are effective for all Time Periods
Billing Increment: [*]
International traffic contributes to
COMPEER Discounts, but receives no discount
--------------------
[*] Information redacted pursuant to a confidential treatment request
throughout this exhibit.
28
Canada and Mexico
[LCI INTERNATIONAL LOGO]
SWITCHLESS RESELLER
COMMERCIAL CANADIAN RATES
SWITCHED DEDICATED
----------------------------------- ------------------------------------
Outbound* Inbound** Outbound* Inbound**
Rate Rate Rate Rate
----------------- ---------------- ----------------- ----------------
Day Non-Day Day Non-Day Day Non-Day Day Non-Day
------- ------- ------- ------- ------- ------- ------- -------
[*] [*] [*] [*] [*] [*] [*] [*]
Canadian Usage contributes to Discounts; but receives no discount
Canadian Billing Increment: [*]
*from the Continental U.S.
**to the Continental U.S.
SWITCHLESS RESELLER
COMMERCIAL MEXICAN RATES
SWITCHED DEDICATED
Outbound Outbound
Rate Rate
------------------ ------------------
Rate Area Day Non-Day Day Non-Day
--------- ------- ------- ------- -------
1 [*] [*] [*] [*]
2 [*] [*] [*] [*]
3 [*] [*] [*] [*]
4 [*] [*] [*] [*]
5 [*] [*] [*] [*]
6 [*] [*] [*] [*]
7 [*] [*] [*] [*]
8 [*] [*] [*] [*]
Mexican Billing Increment: [*]
Mexican Usage contributes to Discounts; but receives no discount
--------------------
[*] Information redacted pursuant to a confidential treatment request
throughout this exhibit.
Page 1
29
Travel Card
[LCI INTERNATIONAL LOGO]
SWITCHLESS RESELLER
COMMERCIAL TRAVEL CARD RATES
TO
----------------------------------------------------------------------------------------
FROM C US A & H Can PR&USVI IDDD Mex
------- ------- ------- ------- ------- ---- -----
C US [*] [*] [*] [*] (1) (1)
A & H [*] [*] [*] [*] (1) (1)
Can [*] [*] [*] [*] (1) (1)
PR&USVI [*] [*] [*] [*] (1) (1)
IDDD (1) (1) (1) (1) (1) (1)
Mex (1) (1) (1) (1) (1) (1)
O/A (1) (1) (1) (1) (1) (1)
Note: (1) All calls from and to these areas are priced as per LCI retail tariff.
BILLING
INCREMENTS
TO
-----------------------------------------------------------------------------------------------
C US A & H Can PR&USVI IDDD Mex
Initial/ Initial/ Initial/ Initial/ Initial/ Initial/
FROM Incremental/ Incremental/ Incremental/ Incremental/ Incremental/ Incremental/
------- ------------ ------------ ------------ ------------ ----------- ------------
C US [*] [*] [*] [*] (1) (1)
A & H [*] [*] [*] [*] (1) (1)
Can [*] [*] [*] [*] (1) (1)
PR&USVI [*] [*] [*] [*] (1) (1)
IDDD (1) (1) (1) (1) (1) (1)
Mex {1) (1) {1) (1) (1) (1)
O/A (1) (1) (1) (1) (1) (1)
Note: (1) All calls from and to these areas are priced as per LCI retail tariff.
Terms: C US Continental United States
A & H Alaska and Hawaii
Can Canada
PR&USVI Puerto Rico and United States Virgin Islands
IDDD International other than otherwise noted
Mex Mexico
O/A Operator Assisted Calls
Travel Card traffic contributes to Switchless Reseller Discounts; but receives
no discount
--------------------
[*] Information redacted pursuant to a confidential treatment request
throughout this exhibit.
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30
Enhanced Toll Free
LCI ENHANCED 800 FEATURES
Originating Features NRC MRC
1) Extended Call Coverage Option 1 - Allows calls to NC NC
come from Alaska and Hawaii.
2) Extended Call Coverage Option 2 - Allows calls to come from NC NC
Puerto Rico and US Virgin Islands.
3) Canadian Origination - Allows calls to come from NC NC
Canada (choose any or all area codes).
4) Tailored Call Coverage - Allows the 800 service NC NC
number to block calls from any number of states or domestic
area codes Blocking can be done by state or NPA. Limited to 29
exchanges for NPA-NXX blocking.
Routing Features
1) Day of Week Routing - Calls to a single 800 [*] [*]
number can be routed to different terminating locations based on (per Order) (per Arrangement)
the day of the week. Divides weeks into three groups of days
for routing: Monday - Friday, Saturday, Sunday.
2) Holiday Routing - Routes calls placed on an 800 number to following [*] [*]
different terminating locations on any of the (per Order) (per Arrangement)
holidays: New Years Day, Xxxxxx Xxxxxx Xxxx Day, Labor
Day, Ash Wednesday, Good Friday, Passover, Easter,
Memorial Day, Independence Day, Rosh Hashanah, Columbus Day,
Thanksgiving, day after Thanksgiving, Hanukkah, Christmas,
Christmas Eve, Yom Kippur.
3) Time of Day Routing - Routes calls placed on an 800 [*] [*]
number to different terminating locations based an (per Order) (per Arrangement)
any of the following time of day slots: 7:00 - 7:59 am,
8:00 - 8:59 am, 9:00 - 11:59 am, 12:00 - 3:59 pm, 4:00 -
4:59 pm, 5:00 - - 5:59 pm, 6:00 - 11:50 pm,
12:00 midnight - 6:59 am.
4) Percentage Allocation Routing - Routes calls placed on an [*] [*]
800 number to up to 8 different terminating locations (per Order) (per Arrangement)
based on whole number percentages that add up to 100
percent.
Terminating Features
1) Direct Termination Overflow - Allows a dedicated [*] [*]
access line customer to control potential congestion of calls (per Order) (per Arrangement)
placed on an 800 number by sending overflow calls to
another 800 trunk group, WATS access line,
dedicated access line, or business line.
2) Dialed Number Identification - Allows a dedicated [*] [*]
access customer to receive calls from multiple 800 numbers (per order) (per Arrangement)
on the same terminating trunk group by sending special
identification digits along with the 800 call to the
customer site. Customer must have proper equipment to receive.
3) Real Time ANI - Allows a dedicated customer to receive the [*] [*]
ANI of the calling party if the call originates from (per Trk Grp) (per Trk Grp)
an equal access end office. Currently provided via in-band
signalling. Terminating equipment must accept FGD signalling.
--------------------
[*] Information redacted pursuant to a confidential treatment request
throughout this exhibit.
Page 1
