WILMAX UNIVERSAL(TM) TSA#FSI-961201
This TELECOMMUNICATIONS SERVICES AGREEMENT (hereinafter
referred to as the "Agreement" or the "TSA") is entered into as of the 1st day
of December, 1996, by and between WORLDCOM NETWORK SERVICES, INC. d/b/a WilTel,
a Delaware corporation, with its principal office at Xxx Xxxxxxxx Xxxxxx, Xxxxx,
Xxxxxxxx, 00000 ("WilTel") and FAXSAV, INCORPORATED, a Delaware corporation,
with its principal office at 000 Xxxxxxxx Xx., Xxxxxx, XX 00000 ("Customer").
WITNESSETH:
WilTel agrees to provide and Customer agrees to accept switched
telecommunications services ("Switched Services") and other associated services
(collectively the "Services"), (i) as described in the Service Schedules
identified herewith, (ii) subject to the terms and conditions contained in this
Agreement, including without limitation those terms and conditions contained in
the Program Enrollment Terms ("PET") which are attached hereto and incorporated
herein by reference, and (iii) in conformity with each Service Request
(described below) which is accepted hereunder.
In the event of a conflict between the terms of this Agreement, the
PET, the Service Schedule and the Service Request(s), the following order of
precedence will prevail: (1) PET, (2) Service Schedule, (3) the Agreement, and
(4) Service Request(s).
NOW, THEREFORE, in consideration of the above premises and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
1. Applicable Terms.
(A) Service Term This Agreement shall commence as of the
Effective Date set forth in the PET and shall be subject to the "Service Term"
as described therein (which Service Term shall include any automatic
extensions). Customer shall be liable for all charges associated with actual
usage of the Service in question during the Service Term and any extension
thereof.
(B) PET The PET, as subscribed to by the parties, shall set
forth the Discount Schedule applicable to Switched Service charges due under
this Agreement, Customer's Minimum Monthly Commitment, if any, and other
information necessary to provide the Service under this Agreement.
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(C) Start of Service WilTel's obligation to provide and
Customer's obligation to accept and pay for non-usage sensitive charges for
Service shall be binding to the extent provided for in this Agreement upon the
submission of an acceptable Service Request to WilTel by Customer. Customer's
obligation to pay for usage sensitive charges for Switched Services shall
commence with respect to any Service as of the earlier of (i) the "Requested
Service Date" set forth in each Service Request, or (ii) the date the Service in
question is made available to Customer and used ("Start of Service"). Start of
Service for particular Services shall be further described in the Service
Schedule relevant to the Switched Service in question.
(D) Service Schedules Services to be provided under this
Agreement shall be described in the WilTel Service Schedule which is subscribed
to by authorized representatives of WilTel and Customer (collectively referred
to as the "Service Schedules"). Each Service Schedule shall become a part of
this Agreement to the extent that it describes the particular Services therefor,
specific terms and other information necessary or appropriate for WilTel to
provide such Service(s) to Customer.
(E) Service Requests Customer's requests to initiate or cancel
Services shall be described in an appropriate WilTel Service Request ("Service
Requests"). Service Requests may consist of machine readable tapes, facsimiles
or other means approved by WilTel. Further, Service Requests shall specify all
reasonable information, as determined by WilTel, necessary or appropriate for
WilTel to provide the Service(s) in question, which shall include without
limitation, the type, quantity and end point(s) (when necessary) of circuits
comprising a Service Interconnection as described in the applicable Service
Schedules, or automatic number identification ("ANI") information relevant to
the Service(s), the Requested Service Date, and charges, if any, relevant to the
Services described in the Service Request. After WilTel's receipt and
verification of a valid Service Request for SWITCHED Service (as defined in the
Service Schedule) requiring a change in the primary interexchange carrier
("PIC"), WilTel agrees to (i) submit the ANI(s) relevant to such Service
Requests to the following local exchange carriers ("LECs") (with which WilTel
currently has electronic interface capabilities) within ten (10) days:
Ameritech, Xxxx Atlantic, BellSouth, Nynex, Pacific Xxxx, Southwestern Xxxx, US
West, GTE and United, and (ii) submit the ANI(s) relevant to such Service
Requests to those LECs with which WilTel does not have electronic interface
capabilities within a reasonable time.
2. Cancellation.
(A) Cancellation Charge At any time after the Effective Date,
Customer may cancel this Agreement if Customer provides written notification
thereof to WilTel not less than thirty (30) days prior to the effective date of
cancellation. In such case (or in the event WilTel terminates this Agreement as
provided in Section 8), Customer
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shall pay to WilTel all charges for Service provided through the effective date
of such cancellation plus a cancellation charge (the "Cancellation Charge")
equal to [ * ] percent ([ * ]%) of the Minimum Monthly Commitment, if any, (as
described in the PET) that would have become due for the unexpired portion of
the Term.
(B) Liquidated Damages It is agreed that WilTel's damages in
the event Customer cancels Service shall be difficult or impossible to
ascertain. The provision for a cancellation charge in Subsection 2(A) above is
intended, therefore, to establish liquidated damages in the event of a
cancellation and is not intended as a penalty.
(C) Cancellation Without Charge Notwithstanding anything to
the contrary contained in Subsection 2(A) above, Customer may cancel this
Agreement without incurring any cancellation charge if (i) WilTel fails to
provide a network as warranted in Section 9 below; (ii) WilTel fails to deliver
call detail records promptly based on the frequency selected by Customer (i.e.,
monthly, weekly or daily); or (iii) WilTel fails to submit ANI(s) relevant to
such Service Requests to the LECs within the time period described in Subsection
1(E) above. Provided, however, Customer must give WilTel written notice of any
such default and an opportunity to cure such default within five (5) days of the
notice. In the event WilTel fails to cure any such default within the five-day
period on more than three (3) occasions within any six (6) month period,
Customer may cancel this Agreement without incurring any cancellation charge.
3. Customer's End Users.
(A) End Users Customer will obtain and upon WilTel's request
provide WilTel (within two (2) business days of the date of the request) a
written Letter of Agency ("LOA") acceptable to WilTel [or with any other means
approved by the Federal Communications Commission ("FCC")], for each ANI
indicating the consent of the end users of Customer ("End Users") to be served
by Customer and transferred (by way of change of such End User's designated PIC)
to the WilTel network prior to order processing. Each LOA will provide, among
other things, that the End Users have consented to the transfer being performed
by Customer or Customer's designee. When applicable, Customer will be
responsible for notifying End Users, in writing (or by any other means approved
by the FCC) that (i) a transfer charge will be reflected on their LEC xxxx for
effecting a change in their primary interexchange carrier, (ii) the entity name
under which their interstate, intrastate and/or operator services will be billed
(if different from Customer), and (iii) the "primary" telephone number(s) to be
used for maintenance and questions concerning their long distance service and/or
billing. Customer agrees to send WilTel a copy of the documentation Customer
uses to satisfy the above requirements promptly upon request of WilTel. WilTel
may change the foregoing requirements for Customer's confirming orders and/or
for notifying End Users regarding the transfer charge at any time in order to
conform with applicable FCC and state regulations.
* Confidential treatment requested pursuant to Rule 24b-2 under the
Securities Exchange Act of 1934, as amended.
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Provided, however, Customer will be solely responsible for ensuring that the
transfer of End Users to the WilTel network conforms with applicable FCC and
state regulations, including without limitation, the regulations established by
the FCC with respect to verification of orders for long distance service
generated by telemarketing as promulgated in 47 C.F.R., Part 64, Subpart K,
ss.64.1100 or any successor regulation(s).
(B) Transfer Charges/Disputed Transfers Customer agrees that
it is responsible for (i) all charges incurred by WilTel to change the PIC of
End Users to the WilTel network, (ii) all charges incurred by WilTel to change
End Users back to their previous PIC arising from disputed transfers to the
WilTel network plus an administrative charge equal to [ * ] percent ([ * ]%) of
such charges, and (iii) any other damages suffered by or awards against WilTel
resulting from disputed transfers.
(C) Excluded ANIs WilTel has the right to reject any ANI
supplied by Customer for any of the following reasons: (i) WilTel is not
authorized to provide or does not provide long distance services in the
particular jurisdiction in which the ANI is located, (ii) a particular ANI
submitted by Customer is not in proper form, (iii) Customer is not certified to
provide long distance services in the jurisdiction in which the ANI is located,
(iv) Customer is in default of this Agreement, (v) Customer fails to cooperate
with WilTel in implementing reasonable verification processes determined by
WilTel to be necessary or appropriate in the conduct of business, or (vi) any
other circumstance reasonably determined by WilTel which could adversely affect
WilTel's performance under this Agreement or WilTel's general ability to
transfer its other customers or other end users to the WilTel network, including
without limitation, WilTel's ability to electronically effect PIC changes with
the LECs. In the event WilTel rejects an ANI, WilTel will notify Customer as
soon as possible of its decision specifically describing the rejected ANI and
the reason(s) for rejecting that ANI, and will not incur any further liability
under this Agreement with regard to that ANI. Further, any ANI requested by
Customer for Switched Service may be deactivated by WilTel if no Switched
Service xxxxxxxx relevant thereto are generated in any three (3) consecutive
calendar month/billing periods. WilTel will be under no obligation to accept
ANIs within the three (3) full calendar month period preceding the scheduled
expiration of the Term.
(D) Records Customer will maintain documents and records
("Records") supporting Customer's re-sale of Switched Service, including, but
not limited to, appropriate and valid LOAs from End Users for a period of not
less than 12 months or such other longer period as may be required by applicable
law, rule or regulation. Customer shall indemnify WilTel for any costs, charges
or expenses incurred by WilTel arising from disputed PIC selections involving
Switched Service to be provided to Customer for which Customer cannot produce an
appropriate LOA relevant to the ANI and PIC charge in
* Confidential treatment requested pursuant to Rule 24b-2 under the
Securities Exchange Act of 1934, as amended.
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question, or when WilTel is not reasonably satisfied that the validity of a
disputed LOA has been resolved.
(E) Customer Service Customer will be solely responsible for
billing the End Users and providing the End Users with customer service.
Customer agrees to immediately notify WilTel in the event an End User notifies
Customer of problems associated with the Service, including without limitation,
excess noise, echo, or loss of Service.
4. Customer's Responsibilities.
(A) Expedite Charges In the event Customer requests
expeditious Service and/or changes to Service Orders and WilTel agrees to such
request, WilTel will pass through the charges assessed by any supplying parties
(e.g., local access providers) involved at the same rate to Customer. WilTel may
further condition its performance of such request upon Customer's payment of
additional charges to WilTel.
(B) Fraudulent Calls Customer shall indemnify and hold WilTel
harmless from all costs, expenses, claims or actions arising from fraudulent
calls of any nature which may comprise a portion of the Service to the extent
that the party claiming the call(s) in question to be fraudulent is (or had been
at the time of the call) an End User of the Service through Customer or an end
user of the Service through Customer's distribution channels. Customer shall not
be excused from paying WilTel for Service provided to Customer or any portion
thereof on the basis that fraudulent calls comprised a corresponding portion of
the Service. In the event WilTel discovers fraudulent calls being made (or
reasonably believes fraudulent calls are being made), nothing contained herein
shall prohibit WilTel from taking immediate action (without notice to Customer)
that is reasonably necessary to prevent such fraudulent calls from taking place,
including without limitation, denying Service to particular ANIs or terminating
Service to or from specific locations.
5. Charges and Payment Terms.
(A) Payment WilTel xxxxxxxx for Service are made on a monthly
basis (or such other basis as may be mutually agreed to by the parties)
following Start of Service. Subject to Subsection 5(D) below, Service shall be
billed at the rates as described in the PET, and Service Requests, as the case
may be. Discounts, if any, applicable to the rates for certain Switched Services
are also set forth in the PET. Customer will pay each WilTel invoice in full for
Switched Service within thirty (30) days of the invoice date set forth on each
WilTel invoice to Customer ("Due Date"). If payment is not received by WilTel on
or before the Due Date, Customer shall also pay a late fee in the amount of the
lesser of [ * ] percent ([ * ]%) of the unpaid balance of the Service charges
per month or the maximum lawful rate under applicable state law.
* Confidential treatment requested pursuant to Rule 24b-2 under the
Securities Exchange Act of 1934, as amended.
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(B) Definitions Time of day rate periods (including WilTel
Recognized National Holidays) will be as described in WilTel's F.C.C. Tariff No.
5.
(C) Taxes Customer acknowledges and understands that WilTel
computes all charges herein exclusive of any applicable federal, state or local
use, excise, gross receipts, sales and privilege taxes, duties, fees or similar
liabilities (other than general income or property taxes), whether charged to or
against WilTel or Customer because of the Service furnished to Customer
("Additional Charges"). Customer shall pay such Additional Charges in addition
to all other charges provided for herein.
(D) Modification of Charges WilTel reserves the right to
eliminate Service offerings, modify charges and/or add charges for Service
offerings (which charge modifications shall not exceed then-current generally
available WilTel charges for comparable services), upon not less than sixty (60)
days prior notice to Customer, which notice will state the effective date for
the charge modification. In the event WilTel notifies Customer of the
elimination of a Service offering and/or an increase in the charges, Customer
may terminate this Agreement, without incurring a cancellation charge only with
respect to the Service offering affected by the increase in charges. In order to
cancel that offering, Customer must notify WilTel, in writing, at least thirty
(30) days prior to the effective date of the increase in charges. Further, in
the event Customer cancels its subscription to a Switched Service offering as
described in this Subsection 5(D), WilTel and Customer agree to negotiate in
good faith concerning Customer's Minimum Monthly Commitment, if any, described
in the PET.
(E) Billing Disputes Notwithstanding the foregoing, late fees
shall apply (but shall not be due and payable for a period of sixty (60) days
following the Due Date therefor) for amounts reasonably disputed by Customer,
provided Customer: (i) pays all undisputed charges on or before the Due Date,
(ii) presents a written statement of any billing discrepancies to WilTel in
reasonable detail on or before the Due Date of the invoice in question, and
(iii) negotiates in good faith with WilTel for the purpose of resolving such
dispute within said sixty (60) day period. In the event such dispute is resolved
in favor of WilTel, Customer agrees to pay WilTel the disputed amounts together
with any applicable late fees within ten (10) days of the resolution. In the
event such dispute is resolved in favor of Customer, Customer will receive a
credit for the disputed charges in question and the applicable late fees. In the
event the dispute can not be resolved within such sixty (60) day period (unless
WilTel has agreed in writing to extend such period) all disputed amounts
together with late fees shall become due and payable, and this provision shall
not be construed to prevent Customer from pursuing any available legal remedies.
WilTel shall not be obligated to consider any Customer notice of billing
discrepancies which are
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received by WilTel more than sixty days following the Due Date of the invoice in
question.
(F) Suspension of Service In the event charges due pursuant to
WilTel's invoice are not paid in full by the Due Date, WilTel shall have the
right, after giving Customer ten (10) days prior notice, to suspend all or any
portion of the Service to Customer ("Suspension Notice") until such time
(designated by WilTel in its Suspension Notice) as Customer has paid in full all
charges then due to WilTel, including any late fees. Following such payment,
WilTel shall reinstitute Service to Customer only when Customer provides WilTel
with satisfactory assurance of Customer's ability to pay for Service (i.e., a
deposit, letter of credit or other means acceptable to WilTel) and Customer's
advance payment of the cost of reinstituting Service. If Customer fails to make
the required payment by the date set forth in the Suspension Notice, Customer
will be deemed to have canceled the Service suspended effective as of the date
of suspension. Such cancellation shall not relieve Customer for payment of
applicable cancellation charges as described in Section 2.
6. Credit. Customer's execution of this Agreement signifies
Customer's acceptance of WilTel's initial and continuing credit approval
procedures and policies. WilTel reserves the right to withhold initiation or
full implementation of Service under this Agreement pending WilTel's initial
satisfactory credit review and approval thereof which may be conditioned upon
terms specified by WilTel, including, but not limited to, security for payments
due hereunder in the form of a cash deposit or other means. WilTel reserves the
right to modify its requirements, if any, with respect to any security or other
assurance provided by Customer for payments due hereunder in light of Customer's
actual usage when compared to projected usage levels upon which any security or
assurance requirement was based.
7. Creditworthiness. If at any time there is a material adverse
change in Customer's creditworthiness, then in addition to any other remedies
available to WilTel, WilTel may elect, in its sole discretion, to exercise one
or more of the following remedies: (i) cause Start of Service for Service
described in a previously executed Service Request to be withheld; (ii) cease
providing Service pursuant to a Suspension Notice; (iii) decline to accept a
Service Request or other requests from Customer to provide Service which WilTel
may otherwise be obligated to accept and/or (iv) condition its provision of
Service or acceptance of a Service Request on Customer's assurance of payment
which shall be a deposit or such other means to establish reasonable assurance
of payment. An adverse material change in Customer's creditworthiness shall
include, but not be limited to: (i) Customer's default of its obligations to
WilTel under this or any other agreement with WilTel; (ii) failure of Customer
to make full payment of charges due hereunder on or before the Due Date on three
(3) or more occasions during any period of twelve (12) or fewer months or
Customer's failure to make such payment on or before the Due Date in any two (2)
consecutive months; (iii) acquisition of Customer (whether in whole or by
majority or controlling interest) by an entity which is insolvent, which is
subject to bankruptcy or insolvency proceedings, which owes past due
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amounts to WilTel or any entity affiliated with WilTel or which is a materially
greater credit risk than Customer; or, (iv) Customer's being subject to or
having filed for bankruptcy or insolvency proceedings or the legal insolvency of
Customer.
8. Remedies for Breach. In the event Customer is in breach of this
Agreement, including without limitation, failure to pay charges due hereunder by
the date stated in the Suspension Notice described in Subsection 5(F), WilTel
shall have the right, after giving Customer five (5) days prior notice, and in
addition to foreclosing any security interest WilTel may have, to (i) terminate
this Agreement; (ii) withhold billing information from Customer; and/or (iii)
contact the End Users (for whom calls are originated and terminated solely over
facilities comprising the WilTel network) directly and xxxx such End Users
directly until such time as WilTel has been paid in full for the amount owed by
Customer. If Customer fails to make payment by the date stated in the Suspension
Notice and WilTel, after giving Customer five (5) days prior notice, terminates
this Agreement as provided in this Section 8, such termination shall not relieve
Customer for payment of applicable cancellation charges as described in Section
2 above.
9. Warranty. WilTel will use reasonable efforts under the
circumstances to maintain its overall network quality. The quality of Service
provided hereunder shall be consistent with telecommunications common carrier
industry standards, government regulations and sound business practices. WILTEL
MAKES NO OTHER WARRANTIES ABOUT THE SERVICE PROVIDED HEREUNDER, EXPRESS OR
IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE OR USE.
10. Liability; General Indemnity; Reimbursement.
(A) Limited Liability IN NO EVENT WILL EITHER PARTY HERETO BE
LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL
LOSSES OR DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF REVENUE, LOSS OF
CUSTOMERS OR CLIENTS, LOSS OF GOODWILL OR LOSS OF PROFITS ARISING IN ANY MANNER
FROM THIS AGREEMENT AND THE PERFORMANCE OR NONPERFORMANCE OF OBLIGATIONS
HEREUNDER.
(B) General Indemnity In the event parties other than Customer
(e.g., Customer's End Users) shall have use of the Service through Customer,
then Customer agrees to forever indemnify and hold WilTel, its affiliated
companies and any third-party provider or operator of facilities employed in
provision of the Service harmless from and against any and all claims, demands,
suits, actions, losses, damages, assessments or payments which those parties may
assert arising out of or relating to any defect in the Service.
(C) Reimbursement Customer agrees to reimburse WilTel for all
reasonable costs and expenses incurred by WilTel due to WilTel's direct
participation (either as a party or witness) in any administrative, regulatory
or criminal proceeding concerning Customer
Page 8 of 13 CONFIDENTIAL
if WilTel's involvement in said proceeding is based solely on WilTel's provision
of Services to Customer.
11. Force Majeure. If WilTel's performance of this Agreement or
any obligation hereunder is prevented, restricted or interfered with by causes
beyond its reasonable control including, but not limited to, acts of God, fire,
explosion, vandalism, cable cut, storm or other similar occurrence, any law,
order, regulation, direction, action or request of the United States government,
or state or local governments, or of any department, agency, commission, court,
bureau, corporation or other instrumentality of any one or more such
governments, or of any civil or military authority, or by national emergency,
insurrection, riot, war, strike, lockout or work stoppage or other labor
difficulties, or supplier failure, shortage, breach or delay, then WilTel shall
be excused from such performance on a day-to-day basis to the extent of such
restriction or interference. WilTel shall use reasonable efforts under the
circumstances to avoid or remove such causes or nonperformance and shall proceed
to perform with reasonable dispatch whenever such causes are removed or cease.
12. State Certification. Customer warrants that in all
jurisdictions in which it provides long distance services that require
certification, it has obtained the necessary certification from the appropriate
governmental authority. Further, if required by WilTel, Customer agrees to
provide proof of such certification acceptable to WilTel. In the event Customer
is prohibited, either on a temporary or permanent basis, from conducting its
telecommunications operations in a given state, Customer shall (i) immediately
notify WilTel by facsimile, and (ii) send written notice to WilTel within
twenty-four (24) hours of such prohibition.
13. Interstate/Intrastate Service. Except with respect to Switched
Service specifically designated as intrastate Service or international Service,
the rates provided to Customer in a Service Schedule are applicable only to
Switched Service if such Service is used for carrying interstate
telecommunications (i.e., Service subject to FCC jurisdiction). WilTel shall not
be obligated to provide Switched Service with end points within a single state
or Switched Service which originates/terminates at points both of which are
situated within a single state. In those states where WilTel is authorized to
provide intrastate service (i.e., telecommunications transmission services
subject to the jurisdiction of state regulatory authorities), WilTel will, at
its option, provide intrastate Service pursuant to applicable state laws,
regulations and applicable tariff, if any, filed by WilTel with state regulatory
authorities as required by applicable law.
14. Authorized Use of WilTel Name. Without WilTel's prior written
consent, Customer shall not (i) refer to itself as an authorized representative
of WilTel whenever it refers to the Services in promotional, advertising or
other materials, or (ii) use WilTel's logos, trade marks, service marks, or any
variations thereof in any of its promotional, advertising or other materials.
Additionally, Customer shall provide to WilTel for its prior review and written
approval, all promotions, advertising or other materials or activity using or
displaying WilTel's
Page 9 of 13 CONFIDENTIAL
name or the Services to be provided by WilTel. Customer agrees to change or
correct, at Customer's expense, any such material or activity which WilTel, in
its sole judgment, determines to be inaccurate, misleading or otherwise
objectionable. Customer is explicitly authorized to only use the following
statements in its sales literature: (i) "Customer utilizes the WilTel network",
(ii) "Customer utilizes WilTel's facilities", (iii) "WilTel provides only the
network facilities", and (iv) "WilTel is our network services provider".
15. Notices. Notices under this Agreement shall be in writing and
delivered to the person identified below at the offices of the parties as they
appear below or as otherwise provided for by proper notice hereunder. Customer
shall notify WilTel in writing if Customer's billing address is different than
the address shown below. The effective date for any notice under this Agreement
shall be the date of actual receipt of such notice by the appropriate party,
notwithstanding the date of mailing.
If to WilTel: WorldCom Network Services, Inc.
Xxx Xxxxxxxx Xxxxxx, 00xx Xxx
Xxxxx, XX 00000
Attn: Carrier Sales Dept.
If to Customer: Faxsav, Incorporated
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Telephone No._________________
Fax No.:______________________
16. No-Waiver. No term or provision of this Agreement shall be
deemed waived and no breach or default shall be deemed excused unless such
waiver or consent shall be in writing and signed by the party claimed to have
waived or consented. A consent to waiver of or excuse for a breach or default by
either party, whether express or implied, shall not constitute a consent to,
waiver of, or excuse for any different or subsequent breach or default.
17. Partial Invalidity; Government Action.
(A) Partial Invalidity If any part of any provision of this
Agreement or any other agreement, document or writing given pursuant to or in
connection with this Agreement shall be invalid or unenforceable under
applicable law, rule or regulation, that part shall be ineffective to the extent
of such invalidity only, without in any way affecting the remaining parts of
that provision or the remaining provisions of this Agreement. In such event,
Customer and WilTel will negotiate in good faith with respect to any such
invalid or unenforceable part to the extent necessary to render such part valid
and enforceable.
(B) Government Action Upon thirty (30) days prior notice,
either party shall have the right, without liability to the other, to cancel an
affected portion of the Service if any material rate or term
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contained herein and relevant to the affected Service is substantially changed
(to the detriment of the terminating party) or found to be unlawful or the
relationship between the parties hereunder is found to be unlawful by order of
the highest court of competent jurisdiction to which the matter is appealed, the
FCC, or other local, state or federal government authority of competent
jurisdiction.
18. Exclusive Remedies. Except as otherwise specifically provided
for herein, the remedies set forth in this Agreement comprise the exclusive
remedies available to either party at law or in equity.
19. Use of Service. Upon WilTel's acceptance of a Service Request
hereunder, WilTel will provide the Service specified therein to Customer upon
condition that the Service shall not be used for any unlawful purpose. The
provision of Service will not create a partnership or joint venture between the
parties or result in a joint communications service offering to any third
parties, and WilTel and Customer agree that this Agreement, to the extent it is
subject to FCC regulation, is an inter-carrier agreement which is not subject to
the filing requirements of Section 211(a) of the Communications Act of 1934 (47
U.S.C. ss. 211(a)) as implemented in 47 C.F.R. ss. 43.51.
20. Choice of Law; Forum.
(A) Law This Agreement shall be construed under the laws of
the State of Oklahoma without regard to choice of law principles.
(B) Forum Any legal action or proceeding with respect to this
Agreement may be brought in the Courts of the State of Oklahoma in and for the
County of Tulsa or the United States of America for the Northern District of
Oklahoma. By execution of this Agreement, both Customer and WilTel hereby submit
to such jurisdiction, hereby expressly waiving whatever rights may correspond to
either of them by reason of their present or future domicile. In furtherance of
the foregoing, Customer and WilTel hereby agree to service by U.S. Mail at the
notice addresses referenced in Section 15. Such service shall be deemed
effective upon the earlier of actual receipt or seven (7) days following the
date of posting.
21. Proprietary Information.
(A) Confidential Information The parties understand and agree
that the terms and conditions of this Agreement, all documents referenced
(including invoices to Customer for Service provided hereunder) herein,
communications between the parties regarding this Agreement or the Service to be
provided hereunder (including price quotes to Customer for any Service proposed
to be provided or actually provided hereunder), as well as such information
relevant to any other agreement between the parties (collectively, "Confidential
Information"), are confidential as between Customer and WilTel.
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(B) Limited Disclosure A party shall not disclose Confidential
Information unless subject to discovery or disclosure pursuant to legal process,
or to any other party other than the directors, officers, and employees of a
party or a party's agents including their respective brokers, lenders, insurance
carriers or bona fide prospective purchasers who have specifically agreed in
writing to nondisclosure of the terms and conditions hereof. Any disclosure
hereof required by legal process shall only be made after providing the
non-disclosing party with notice thereof in order to permit the non-disclosing
party to seek an appropriate protective order or exemption. Violation by a party
or its agents of the foregoing provisions shall entitle the non-disclosing
party, at its option, to obtain injunctive relief without a showing of
irreparable harm or injury and without bond.
(C) Press Releases The parties further agree that any press
release, advertisement or publication generated by a party regarding this
Agreement, the Service provided hereunder or in which a party desires to mention
the name of the other party or the other party's parent or affiliated
company(ies), will be submitted to the non-publishing party for its written
approval prior to publication.
(D) Survival of Confidentiality The provisions of this Section
21 will be effective as of the date of this Agreement and remain in full force
and effect for a period which will be the longer of (i) one (1) year following
the date of this Agreement, or (ii) one (1) year from the termination of all
Service hereunder.
22. Successors and Assignment. This Agreement shall be binding upon
and inure to the benefit of the parties hereto and their respective successors
or assigns, provided, however, that Customer shall not assign or transfer its
rights or obligations under this Agreement without the prior written consent of
WilTel, which consent shall not be unreasonably withheld, and further provided
that any assignment or transfer without such consent shall be void.
23. General.
(A) Survival of Terms The terms and provisions contained in
this Agreement that by their sense and context are intended to survive the
performance thereof by the parties hereto shall so survive the completion of
performance and termination of this Agreement, including, without limitation,
provisions for indemnification and the making of any and all payments due
hereunder.
(B) Headings Descriptive headings in this Agreement are for
convenience only and shall not affect the construction of this Agreement.
(C) Industry Terms Words having well-known technical or trade
meanings shall be so construed, and all listings of items shall not be taken to
be exclusive, but shall include other items, whether
Page 12 of 13 CONFIDENTIAL
similar or dissimilar to those listed, as the context reasonably requires.
(D) Rule of Construction No rule of construction requiring
interpretation against the drafting party hereof shall apply in the
interpretation of this Agreement.
24. Entire Agreement. This Agreement consists of (i) all the terms
and conditions contained herein, and, (ii) all documents incorporated herein
specifically by reference. This Agreement constitutes the complete and exclusive
statement of the understandings between the parties and supersedes all proposals
and prior agreements (oral or written) between the parties relating to Service
provided hereunder. No subsequent agreement between the parties concerning the
Service shall be effective or binding unless it is made in writing and
subscribed to by authorized representatives of Customer and WilTel.
IN WITNESS WHEREOF, the parties have executed this WilMAX
UNIVERSAL(TM) Telecommunications Services Agreement on the date first written
above.
WORLDCOM NETWORK SERVICES, FAXSAV, INCORPORATED
INC. d/b/a WilTel
By:/s/ Xxx. X. Xxxxxx By:/s/ Xxxxx X. Xxxxxxxx
----------------------- --------------------------
(Signature) (Signature)
Xxxxxx X. Xxxxxx Xxxxx X. Xxxxxxxx
-------------------------- -----------------------------
(Print Name) (Print Name)
Regional Sales Manager II Vice President and CFO
-------------------------- -----------------------------
(Title) 12-6-96 (Title)
Page 13 of 13 CONFIDENTIAL
WILMAX UNIVERSAL(TM)
AMENDED AND RESTATED
PROGRAM ENROLLMENT TERMS
These Amended and Restated Program Enrollment Terms (the "PET") are
made this 1st day of December, 1996 (the "Effective Date"), by and between
WorldCom Network Services, Inc. d/b/a WilTel ("WilTel") and FaxSav, Inc.
formerly known as Digitran Corp. ("Customer") and are a part of their agreement
for switched services, more particularly identified as TSA# FSI-961201 (the
"Agreement"). In accordance with the Agreement, charges to Customer for Service
obtained thereunder shall be subject to the Discount Schedule set forth below
and the Agreement shall also be subject to the terms and conditions set forth
herein.
1. PRIOR AGREEMENT: The parties acknowledge that they previously
executed those certain Program Enrollment Terms (the "Prior PET"), Pricing
Exhibit (the "Prior Pricing Exhibit"), and Service Schedule (the "Existing
Service Schedule") to the Agreement all of which are dated April 4, 1994. As of
the Effective Date the parties agree that the Prior PET and the Prior Pricing
Exhibit shall be canceled in their entirety and of no further force or effect
with the exception of certain accrued obligations arising under the Prior PET
such as the payment of money or application of credits accruing prior to the
Effective Date. Further, as of the Effective Date, all Service currently being
provided Customer under the Agreement will be provisioned and maintained by
WilTel taking into account the terms and conditions of this Amended PET and the
Existing Service Schedule.
2. SERVICE TERM: The Service Term shall commence as of the
Effective Date stated above and shall continue for a period of Twelve (12)
Months (the "Service Term"). Upon the expiration of the Service Term, the
Service in question will continue to be provided pursuant to the same terms and
conditions as are then in effect (including without limitation, the applicable
rates and discounts then in effect), subject to termination by either party upon
thirty (30) days prior written notice to the other party. WilTel will not be
obligated to accept any Service Request under the Agreement if Customer's
initial Service Request is not submitted by Customer within thirty (30) days of
the date of this PET and further subject to a Requested Service Date within
ninety (90) days of the date of this PET.
3. DISCOUNT SCHEDULE:
(A) Commencing with the Effective Date and continuing through
the end of the Service Term (including any applicable extensions thereto),
Customer's discount (the "Discount") will be as determined under this Subsection
2(A) taking into account any increase as
Page 1 of 10 CONFIDENTIAL
described in Subsection 2(B) below. The Discount is based on the number of
months contained in the Service Term divided by 12. If the number of months is
less than 12, the month-to-month (MTM) discounts shall apply. If the product of
the division is equal to or greater than 1 but less than 2, the 1-Year discounts
apply; if the product of the division is equal to or greater than 2 but less
than 3, the 2-Year discounts apply; and, if the product of the division is equal
to or greater than 3, the 3-Year discounts apply. Throughout the Service Term
including any applicable extensions thereto, Customer will automatically receive
the next higher discount when Customer's eligible Monthly Revenue reaches the
next level.
SERVICE TERM
Monthly Revenue (a) MTM 1-YR 2-YR 3-YR
------------------- --- ---- ---- ----
[ * ] [ * ] [ * ] [ * ] [ * ]
[ * ] [ * ] [ * ] [ * ] [ * ]
[ * ] [ * ] [ * ] [ * ] [ * ]
[ * ] [ * ] [ * ] [ * ] [ * ]
[ * ] [ * ] [ * ] [ * ] [ * ]
[ * ] [ * ] [ * ] [ * ] [ * ]
[ * ] [ * ] [ * ] [ * ] [ * ]
[ * ] [ * ] [ * ] [ * ] [ * ]
(a) For purposes of this Agreement, "Monthly Revenue" will include all of
Customer's gross measured and per call Switched Service charges (i.e., Directory
Assistance and both Domestic and International) plus (i) three (3) times
Customer's first $[ * ] recurring monthly Private Line Interexchange Service
charges (i.e., both Domestic and International) from WilTel, (ii) two (2) times
Customer's second $[ * ] recurring monthly Private Line Interexchange Service
charges (i.e., both Domestic and International) from WilTel, and (iii)
Customer's recurring monthly Private Line Interexchange Service charges (i.e.,
both Domestic and International) from WilTel in excess of $[ * ]. Monthly
Revenue shall exclude any pro rata charges, access charges, ancillary or special
feature charges, such as, Authorization codes or CDR Tapes, or any other charges
other than those identified by the relevant WilTel invoice as Monthly Recurring
Interexchange Service charges or Switched Service charges.
(b) If Customer's Monthly Revenue is less than $[ * ], Customer must maintain at
least one (1) DS-1 circuit comprising a Service Interconnection as defined in
the Service Schedule with respect to TERMINATION Service and/or 800 ORIGINATION
Service.
(B) If Customer's Minimum Commitment (as described in Section
3 below) is equal to or greater than $[ * ], all of the percentages shown in the
Discount Schedule above will be increased by the following amounts based on
Customer's Minimum Commitment
* Confidential treatment requested pursuant to Rule 24b-2 under the
Securities Exchange Act of 1934, as amended.
Page 2 of 10 CONFIDENTIAL
If Customer's Minimum The applicable percentages
Commitment is at least will be increased by
---------------------- --------------------
[ * ] [ * ]
[ * ] [ * ]
[ * ] [ * ]
[ * ] [ * ]
[ * ] [ * ]
[ * ] [ * ]
EXAMPLE: Assume Customer's Minimum Commitment is $[ * ] and the Service
Term is twenty-four (24) months. Commencing with the Effective Date and
continuing through the end of the Service Term (including any applicable
extensions thereto), Customer's applicable discount percentage will be
[ * ] ([ * ]%) if Customer's actual Monthly Revenue is less than $[ * ];
[ * ] percent ([ * ]%) if Customer's actual Monthly Revenue is between
$[ * ] and $[ * ], inclusive; [ * ] percent ([ * ]%) if Customer's actual
Monthly Revenue is between $[ * ] and $[ * ], inclusive; and [ * ] percent
([ * ]%) if Customer's actual Monthly Revenue is equal to or greater than
$[ * ].
4. CUSTOMER'S MINIMUM REVENUE COMMITMENT:
(A) Commencing with the Effective Date and continuing through
the end of the Service Term including any applicable extensions thereto
("International Commitment Period"), Customer agrees to maintain, on a
take-or-pay basis, International Monthly Revenue (as described herein) of at
least $250,000. For purposes of this Agreement, Customer's "International
Monthly Revenue" will be comprised of all of Customer's gross (i.e., prior to
the application of discounts) measured and per call Switched Service charges
(i.e., Directory Assistance and both Domestic and International) associated with
a call to an International location (excluding Puerto Rico, the United States
Virgin Islands, Canada and Mexico).
(B) At any time during the Service Term of this Agreement,
Customer may modify Customer's International Sub-Commitment ("Customer's
Modified International Sub-Commitment") for the remainder of the International
Commitment Period by notifying WilTel in writing. Commencing with the first day
of the month following at least thirty (30) days after WilTel receives the
notice described herein, (i) Customer's Modified International Sub-Commitment
will be effective, and (ii) Customer's International rates will correspond with
the applicable rates shown on Schedule 4 and Schedule 5 based on Customer's
Modified International Sub-Commitment.
(C) In the event Customer does not maintain Customer's
International Sub-Commitment (or Customer's Modified International
Sub-Commitment, if applicable) in any month during the International Commitment
Period, then for those month(s) only, Customer will pay WilTel the difference
between the greater of (i) Customer's International Sub-Commitment (or
Customer's Modified International Sub-Commitment) and Customer's actual
International Monthly Revenue
Page 3 of 10 CONFIDENTIAL
as defined above (the "International Deficiency Charge"), or (ii) the Deficiency
Charge calculated under Section 4 above. If applicable, the International
Deficiency Charge will be due at the same time payment is due for Service
provided to Customer, or immediately in an amount equal to Customer's
International Sub-Commitment for the unexpired portion of the International
Commitment Period if WilTel terminates this Agreement based on Customer's
default.
(D) In consideration of Customer's International Commitment
hereunder, Customer will receive the following Special International Rates to
the countries listed below. Customer understands and agrees the Special
International Rates are based on Customer maintaining the International
Commitment described in Subsection 4(A) above.
Country Special International Rates
[ * ] [ * ]
[ * ] [ * ]
[ * ] [ * ]
[ * ] [ * ]
[ * ] [ * ]
[ * ] [ * ]
[ * ] [ * ]
[ * ] [ * ]
[ * ] [ * ]
[ * ] [ * ]
[ * ] [ * ]
[ * ] [ * ]
[ * ] [ * ]
[ * ] [ * ]
[ * ] [ * ]
[ * ] [ * ]
[ * ] [ * ]
[ * ] [ * ]
[ * ] [ * ]
[ * ] [ * ]
[ * ] [ * ]
[ * ] [ * ]
[ * ] [ * ]
[ * ] [ * ]
[ * ] [ * ]
[ * ] [ * ]
[ * ] [ * ]
[ * ] [ * ]
[ * ] [ * ]
[ * ] [ * ]
[ * ] [ * ]
[ * ] [ * ]
* Confidential treatment requested pursuant to Rule 24b-2 under the
Securities Exchange Act of 1934, as amended.
Page 4 of 10 CONFIDENTIAL
5. DEFICIENCY CHARGE: In the event Customer does not maintain the
designated Minimum Revenue Commitment in any month during the Commitment Period,
then for those month(s) only, Customer will pay WilTel the difference between
Customer's Minimum Revenue Commitment and Customer's actual Monthly Revenue as
described in Section 2 (the "Deficiency Charge"). The Deficiency Charge will be
due at the same time payment is due for Service provided to Customer, or
immediately in an amount equal to Customer's Minimum Revenue Commitment for the
unexpired portion of the Service Term, if (i) Customer cancels all circuits
comprising all Service Interconnections as described in the Service Schedules,
or (ii) WilTel terminates this Agreement based on Customer's default.
EXAMPLE: Customer's Minimum Revenue Commitment is $500,000 and Customer's
actual Monthly Revenue as described in Section 2 for one month during the
Commitment Period is $430,000 (determined on a gross basis). The
Deficiency Charge for that month will be $70,000 which will be due at the
same time payment is due for Services provided by WilTel in that month.
6. APPLICATION OF DISCOUNTS:
(A) After determining Customer's applicable discount
percentage based on the Discount Schedule described in Section 2 above, the
applicable percentage will be applied to Monthly Revenues comprised of
Customer's Interstate (including Alaska, Hawaii, the United States Virgin
Islands and Puerto Rico unless otherwise noted herein) measured usage charges
(which includes 1+ and 800 usage, whether switched access or dedicated access or
travel card usage).
(B) During the Service Term of the Agreement, accumulated
credits derived from the applicable Discounts will be applied in arrears
commencing with the first day of the month following the Effective Date, that
is, the Discount will be applied to Customer's measured usage charges for the
preceding month (the "Discount Period"). The initial Discount Period shall
include any partial calendar month following Start of Service, or such other
time basis as may be mutually determined by the parties.
(C) Each Discount will result in the application of a credit
obtained during the Discount Period to the WilTel invoice to Customer relevant
to the billed measured Switched Service for the calendar month next following
the completion of each Discount Period, provided Customer has paid undisputed
charges (including any late fees, if applicable) for that month and has not
otherwise been subject to a Suspension Notice in accordance with the Agreement.
Failure of Customer to comply with the foregoing provision shall entitle WilTel
to withhold any credit due Customer for the Discount Period in question until
such charges (including late fees) have been paid in full.
Page 5 of 10 CONFIDENTIAL
7. RATES:
(A) TERMINATION Service
(i) Interstate Rates Per Minute
$[ * ] Day, $[ * ] Nonday within the 48 contiguous
United States except with respect to termination in the
SUPERSAVER LATAs described below.
(ii) Interstate Extended Rates Per Minute
SEE the DEDICATED ACCESS Service Extended Rates
described in Subsection 6(D) below.
(iii) Interstate SUPERSAVER Rates Per Minute
$[ * ] Day, $[ * ] Nonday. These rates are only
available and only apply to Interstate TERMINATION
Service calls to the SUPERSAVER LATAs set forth on
Schedule 1 attached hereto (i.e., Intrastate
TERMINATION Service calls will not be subject to
SUPERSAVER Rates).
(iv) Intrastate Rates Per Minute [ * ].
SEE the DEDICATED ACCESS Service Intrastate rates
shown on Schedule 2 attached hereto.
(v) International (excluding Canada and Mexico) Rates
Per Minute [ * ].
SEE DEDICATED ACCESS Service International rates
shown on Schedule 5 attached hereto. [Note: The
applicable "Rate Plan" will be as determined under
Section 8 below.]
(vi) Canada and Mexico Rates Per Minute [ * ].
SEE the DEDICATED ACCESS Service Canada and Mexico
rates shown on Schedule 3 attached hereto.
(B) 800 ORIGINATION Service
(i) Interstate Rates Per Minute
$[ * ] Day, $[ * ] Nonday within the 48 contiguous
United States.
(ii) Interstate Extended Rates Per Minute
* Confidential treatment requested pursuant to Rule 24b-2 under the
Securities Exchange Act of 1934, as amended.
Page 6 of 10 CONFIDENTIAL
SEE the DEDICATED ACCESS Service rates described
in Subsection 6(D) below.
(iii) Intrastate Rates Per Minute [ * ].
SEE DEDICATED ACCESS Service Intrastate Rates
shown on Schedule 2 attached hereto.
(iv) Canada Rates Per Minute [ * ].
SEE the DEDICATED ACCESS Service Mexico and Canada
rates shown on Schedule 3 attached hereto.
(C) SWITCHED ACCESS Service
(i) Interstate Rates Per Minute
$[ * ] Day, $[ * ] Nonday within the 48 contiguous
United States.
(ii) Interstate (1+) Extended Rates Per Minute
$[ * ] Day, $[ * ] Nonday from the 48 contiguous
United States to Hawaii.
$[ * ] Day, $[ * ] Nonday from the 48 contiguous
United States to Alaska, Puerto Rico and the
United States Virgin
Islands.
$[ * ] Day, $[ * ] Nonday from Hawaii to the 48
contiguous United States.
(iii) Interstate (800) Extended Rates Per Minute [ * ].
$[ * ] Day, $[ * ] Nonday from Hawaii to the 48
contiguous United States.
$[ * ] Day, $[ * ] Nonday from Alaska to the 48
contiguous United States.
$[ * ] Day, $[ * ] Nonday from Puerto Rico to the
48 contiguous United States.
$[ * ] Day, $[ * ] Nonday from the United States
Virgin Islands to the 48 contiguous United States.
* Confidential treatment requested pursuant to Rule 24b-2 under the
Securities Exchange Act of 1934, as amended.
Page 7 of 10 CONFIDENTIAL
(iv) Intrastate Rates Per Minute [ * ].
SEE the SWITCHED ACCESS Service Intrastate rates
shown on Schedule 2 attached hereto.
(v) International (excluding Canada and Mexico) Rates
Per Minute [ * ].
SEE the SWITCHED ACCESS Service International
rates shown on Schedule 4 attached hereto. [Note:
The applicable "Rate Plan" will be as determined
under Section 8 below.]
(vi) Canada and Mexico Rates Per Minute [ * ].
SEE the SWITCHED ACCESS Service Canada and Mexico
rates shown on Schedule 3 attached hereto.
(D) DEDICATED ACCESS Service
(i) Interstate Rates Per Minute
$[ * ] Day, $[ * ] Nonday within the 48 contiguous
United States.
(ii) Interstate (1+) Extended Rates Per Minute
$[ * ] Day, $[ * ] Nonday from the 48 contiguous
United States to Hawaii.
$[ * ] Day, $[ * ] Nonday from the 48 contiguous
United States to Alaska, Puerto Rico and the
United States Virgin
Islands.
(iii) Interstate (800) Extended Rates Per Minute [ * ].
$[ * ] Day, $[ * ] Nonday from Hawaii to the 48
contiguous United States.
$[ * ] Day, $[ * ] Nonday from Alaska to the 48
contiguous United States.
$[ * ] Day, $[ * ] Nonday from Puerto Rico to the
48 contiguous United States.
$[ * ] Day, $[ * ] Nonday from the United States
Virgin Islands to the 48 contiguous United States.
* Confidential treatment requested pursuant to Rule 24b-2 under the
Securities Exchange Act of 1934, as amended.
Page 8 of 10 CONFIDENTIAL
(iv) Intrastate Rates Per Minute [ * ].
SEE the DEDICATED ACCESS Service Intrastate rates
shown on Schedule 2 attached hereto.
(v) International (excluding Canada and Mexico) Rates
Per Minute [ * ].
SEE the DEDICATED ACCESS Service International
rates shown on Schedule 5 attached hereto. [Note:
The applicable "Rate Plan" will be as determined
under Section 8 below.]
(vi) Canada and Mexico Rates Per Minute [ * ].
SEE the DEDICATED ACCESS Service Canada and Mexico
rates shown on Schedule 3 attached hereto.
(E) TRAVEL CARD Service:
(i) Basic Interstate TRAVEL CARD Service Rates Per
Minute
$[ * ] Day, $[ * ] Nonday within the 48 contiguous
United States.
(ii) Basic Intrastate TRAVEL CARD Service Rates Per
Minute [ * ].
SEE the SWITCHED ACCESS Service Intrastate rates
shown on Schedule 2 attached hereto.
(iii) Basic International (excluding Canada and Mexico)
TRAVEL CARD Service Rates Per Minute [ * ].
SEE the SWITCHED ACCESS Service International
rates shown on Schedule 4 attached hereto. [Note:
The applicable "Rate Plan" will be as determined
under Section 8 below.] International TRAVEL CARD
Service calls from the 48 contiguous United States
to International locations (excluding only Canada)
are subject to a surcharge of $[ * ] per call.
(iv) Basic Canada TRAVEL CARD Service Rates Per Minute
[ * ].
$[ * ] Day, $[ * ] Nonday from the 48 contiguous
United States to Canada. TRAVEL CARD Service calls
from the 48 contiguous United States to Canada are
subject to a surcharge of $[ * ] per call.
* Confidential treatment requested pursuant to Rule 24b-2 under the
Securities Exchange Act of 1934, as amended.
Page 9 of 10 CONFIDENTIAL
$[ * ] Day, $[ * ] Nonday from Canada to the 48
contiguous United States. TRAVEL CARD Service
calls from Canada to the domestic United States
are subject to a surcharge of $[ * ] per call.
(v) Basic Mexico TRAVEL CARD Service Rates Per Minute
[ * ].
SEE the SWITCHED ACCESS Service Mexico rates shown
on Schedule 3 attached hereto. TRAVEL CARD Service
calls from the 48 contiguous United States to
Mexico are subject to a surcharge of $[ * ] per
call.
(vi) Enhanced TRAVEL CARD Service Pricing [Note:
Enhanced features to TRAVEL CARD Service are
available at the rates shown on Schedule 5
attached hereto.] [ * ]
(F) Directory Assistance
(i) Interstate Rate Per Call [ * ].
(ii) Intrastate Rate Per Call [ * ].
IN WITNESS WHEREOF, the parties have executed these WilMAX
UNIVERSAL(TM) Program Enrollment Terms on the date first written above.
WORLDCOM NETWORK SERVICES, FAXSAV, INC.
INC. d/b/a WilTel
By:/s/ Xxx. X. Xxxxxx By:/s/ Xxxxx X. Xxxxxxxx
----------------------- --------------------------
(Signature) (Signature)
Xxxxxx X. Xxxxxx Xxxxx X. Xxxxxxxx
-------------------------- -----------------------
(Print Name) (Print Name)
Regional Sales Manager II Vice President and CFO
-------------------------- -----------------------
(Title) 12-6-96 (Title)
ATTACHMENTS:
Schedule 1 SUPERSAVER LATAs
Schedule 2 Intrastate Rates
Schedule 3 Canada and Mexico Rates
Schedule 4 SWITCHED ACCESS Service International Rates
Schedule 5 DEDICATED ACCESS Service International Rates
Schedule 6 ENHANCED TRAVEL CARD Service Rates
Schedule 7 International Rate Periods
Schedule 8 Canada, Mexico and Nonmainland Rates from Hawaii
Schedule 9 Switched International Rates 1+ from Hawaii
* Confidential treatment requested pursuant to Rule 24b-2 under the Securities
Exchange Act of 1934, as amended.
Page 10 of 10 CONFIDENTIAL
Schedule 1
[
*
]
* Confidential treatment requested pursuant to Rule 24b-2 under the
Securities Exchange Act of 1934, as amended.
Page 1 of 1 CONFIDENTIAL
Schedule 2
[
*
]
* Confidential treatment requested pursuant to Rule 24b-2 under the
Securities Exchange Act of 1934, as amended.
Page 1 of 1 CONFIDENTIAL
Schedule 3
[
*
]
* Confidential treatment requested pursuant to Rule 24b-2 under the
Securities Exchange Act of 1934, as amended.
Page 1 of 1 CONFIDENTIAL
Schedule 4
[
*
]
* Confidential treatment requested pursuant to Rule 24b-2 under the
Securities Exchange Act of 1934, as amended.
Page 1 of 6 CONFIDENTIAL
Schedule 4
[
*
]
* Confidential treatment requested pursuant to Rule 24b-2 under the
Securities Exchange Act of 1934, as amended.
Page 2 of 6 CONFIDENTIAL
Schedule 4
[
*
]
* Confidential treatment requested pursuant to Rule 24b-2 under the
Securities Exchange Act of 1934, as amended.
Page 3 of 6 CONFIDENTIAL
Schedule 4
[
*
]
* Confidential treatment requested pursuant to Rule 24b-2 under the
Securities Exchange Act of 1934, as amended.
Page 4 of 6 CONFIDENTIAL
Schedule 4
[
*
]
* Confidential treatment requested pursuant to Rule 24b-2 under the
Securities Exchange Act of 1934, as amended.
Page 5 of 6 CONFIDENTIAL
Schedule 4
[
*
]
* Confidential treatment requested pursuant to Rule 24b-2 under the
Securities Exchange Act of 1934, as amended.
Page 6 of 6 CONFIDENTIAL
Schedule 5
[
*
]
* Confidential treatment requested pursuant to Rule 24b-2 under the
Securities Exchange Act of 1934, as amended.
Page 1 of 6 CONFIDENTIAL
Schedule 5
[
*
]
* Confidential treatment requested
pursuant to Rule 24b-2 under
the Securities Exchange Act of
1934, as amended.
Page 2 of 6 CONFIDENTIAL
Schedule 5
[
*
]
* Confidential treatment requested
pursuant to Rule 24b-2 under
the Securities Exchange Act of
1934, as amended.
Page 3 of 6 CONFIDENTIAL
Schedule 5
[
*
]
* Confidential treatment requested
pursuant to Rule 24b-2 under
the Securities Exchange Act of
1934, as amended.
Page 4 of 6 CONFIDENTIAL
Schedule 5
[
*
]
* Confidential treatment requested
pursuant to Rule 24b-2 under
the Securities Exchange Act of
1934, as amended.
Page 5 of 6 CONFIDENTIAL
Schedule 5
[
*
]
* Confidential treatment requested
pursuant to Rule 24b-2 under
the Securities Exchange Act of
1934, as amended.
Page 6 of 6 CONFIDENTIAL
Schedule 6
[
*
]
* Confidential treatment requested pursuant to Rule 24b-2 under the
Securities Exchange Act of 1934, as amended.
Page 1 of 2 CONFIDENTIAL
Schedule 6
[
*
]
* Confidential treatment requested
pursuant to Rule 24b-2 under
the Securities Exchange Act of
1934, as amended.
Page 2 of 2 CONFIDENTIAL
Schedule 7
[
*
]
* Confidential treatment requested pursuant to Rule 24b-2 under the
Securities Exchange Act of 1934, as amended.
Page 1 of 5 CONFIDENTIAL
Schedule 7
[
*
]
* Confidential treatment requested
pursuant to Rule 24b-2 under
the Securities Exchange Act of
1934, as amended.
Page 2 of 5 CONFIDENTIAL
Schedule 7
[
*
]
* Confidential treatment requested
pursuant to Rule 24b-2 under
the Securities Exchange Act of
1934, as amended.
Page 3 of 5 CONFIDENTIAL
Schedule 7
[
*
]
* Confidential treatment requested
pursuant to Rule 24b-2 under
the Securities Exchange Act of
1934, as amended.
Page 4 of 5 CONFIDENTIAL
Schedule 7
[
*
]
* Confidential treatment requested
pursuant to Rule 24b-2 under
the Securities Exchange Act of
1934, as amended.
Page 5 of 5 CONFIDENTIAL
Schedule 8
[
*
]
* Confidential treatment requested pursuant to Rule 24b-2 under the
Securities Exchange Act of 1934, as amended.
Page 1 of 2 CONFIDENTIAL
Schedule 8
[
*
]
* Confidential treatment requested
pursuant to Rule 24b-2 under
the Securities Exchange Act of
1934, as amended.
Page 2 of 2 CONFIDENTIAL
Schedule 9
[
*
]
* Confidential treatment requested pursuant to Rule 24b-2 under the
Securities Exchange Act of 1934, as amended.
Page 1 of 6 CONFIDENTIAL
Schedule 9
[
*
]
* Confidential treatment requested
pursuant to Rule 24b-2 under
the Securities Exchange Act of
1934, as amended.
Page 2 of 6 CONFIDENTIAL
Schedule 9
[
*
]
* Confidential treatment requested
pursuant to Rule 24b-2 under
the Securities Exchange Act of
1934, as amended.
Page 3 of 6 CONFIDENTIAL
Schedule 9
[
*
]
* Confidential treatment requested
pursuant to Rule 24b-2 under
the Securities Exchange Act of
1934, as amended.
Page 4 of 6 CONFIDENTIAL
Schedule 9
[
*
]
* Confidential treatment requested
pursuant to Rule 24b-2 under
the Securities Exchange Act of
1934, as amended.
Page 5 of 6 CONFIDENTIAL
Schedule 9
[
*
]
* Confidential treatment requested
pursuant to Rule 24b-2 under
the Securities Exchange Act of
1934, as amended.
Page 6 of 6 CONFIDENTIAL
WILMAX UNIVERSAL(TM)
SERVICE SCHEDULE
This Service Schedule is made as of the 1st day of December, 1996,
by and between WorldCom Network Services, Inc. d/b/a WilTel ("WilTel") and
Faxsav Incorporated ("Customer") and is a part of their agreement for switched
services, identified as TSA# FSI-96 1201 (the "Agreement"). Neither Customer nor
WilTel shall be obligated with respect to the Service described below, nor any
other condition of Service until Customer has submitted and WilTel has accepted
a Service Request with respect to the particular Services.
1. WILMAX SERVICES: During the Service Term of the Agreement,
WilTel will provide the following Services (all as more particularly described
herein), (i) to and from the locations below, (ii) for the charges set forth in
the Program Enrollment Terms (the "PET") dated concurrently herewith, and (iii)
subject to the Discount Schedule, if any, set forth in the PET:
(a) WilMAX Extended Network Termination Service ("TERMINATION
Service") which is WilTel's termination of calls received from Customer's
Service Interconnection(s).
(b) WilMAX Extended Network 800 Service ("800 ORIGINATION
Service") which is the origination of calls by WilTel and the termination of
such calls to Customer's Service Interconnection(s).
(c) WilMAX Switched Access Service ("SWITCHED Service") which
is the origination and termination of calls solely over facilities comprising
the WilTel network.
(d) WilMAX Dedicated Access Service ("DEDICATED ACCESS
Service") which is the origination and termination of calls solely over
facilities comprising the WilTel network.
(e) WilMAX TRAVEL CARD Service ("TRAVEL CARD Service") which
is the origination and termination of calls solely over facilities comprising
the WilTel network.
2. START OF SERVICE:
(a) Start of Service for TERMINATION Service will occur
concurrently with the activation of each circuit comprising Service
Interconnections relevant to WilTel TERMINATION Service.
(b) Start of Service for 800 ORIGINATION Service will occur
concurrently with the activation of each circuit comprising Service
Interconnections relevant to 800 ORIGINATION Service.
(c) Start of Service for SWITCHED Service will occur on (i) an
ANI by ANI basis concurrently with the activation of each ANI to be served, and
(ii) an 800 Number by 800 Number basis concurrently with the activation of each
800 Number.
Page 1 of 7 CONFIDENTIAL
(d) Start of Service for DEDICATED ACCESS Service will occur
concurrently with the activation each circuit comprising Service
Interconnections relevant to DEDICATED ACCESS Service.
(e) Start of Service for TRAVEL CARD Service will occur on a
Code by Code basis concurrently with the activation of each Code.
3. SERVICE INTERCONNECTIONS - TERMINATION SERVICE AND
800 ORIGINATION SERVICE:
(a) In order to utilize TERMINATION Service and 800
ORIGINATION Service, one or more full time dedicated connections between
Customer's network and the WilTel network at one or more WilTel designated
locations ("WilTel POP") must be established ("Service Interconnection(s)").
Each Service Interconnection shall be comprised of one or more DS-1 circuits.
(b) The circuit(s) comprising each Service Interconnection to
a WilTel POP shall be requested by Customer on the appropriate WilTel Service
Request. Each Service Request for TERMINATION Service or 800 Origination Service
will describe (among other things) the WilTel POP to which a Service
Interconnection is to be established, the Requested Service Date therefor, the
type and quantity of circuits comprising the Service Interconnection and any
charges and other information relevant thereto, such as, Customer's terminating
or originating switch location, as the case may be. Such additional information
may be obtained from Customer or gathered by WilTel and recorded in Technical
Information Sheets provided by WilTel.
(c) Once ordered, and unless otherwise provided for in this
Agreement, Service Interconnections or the circuits comprising each Service
Interconnection may only be canceled by Customer upon not less than thirty (30)
days prior written notice to WilTel.
(d) Absent the automatic number identification ("ANI") of the
calling party, Customer shall provide WilTel with a written certification (the
"Certification") of the percentage of interstate (including international) and
intrastate minutes of use relevant to the minutes of traffic to be terminated in
the same state in which the WilTel POP is located to which the Service
Interconnection is made. This Certification shall be provided by Customer prior
to Start of Service for any Service Interconnection and may be modified from
time to time by Customer and subject to recertification upon the request of
WilTel which requests shall not be made unilaterally by WilTel more than once
each calendar quarter. Any such modification(s) or Certification(s) shall be
effective as of the first day of any calendar month and following at least
forty-five (45) days notice from Customer. In the event Customer fails to make
such Certification, the relevant minutes of use will be deemed to be subject to
the Intrastate Rates provided for in the Pricing Exhibit. In the event WilTel or
any other third party requires an audit of WilTel's interstate/intrastate
minutes of traffic, Customer agrees to cooperate in such audit at its expense
and make its call detail records, billing systems and other necessary
information reasonably available to WilTel or any third party solely for the
purpose of verifying Customer's interstate/intrastate minutes of traffic.
Customer agrees to indemnify WilTel for any liability WilTel incurs in the event
Customer's Certification is different than that determined by the audit.
(e) Customer shall be solely responsible for establishing and
maintaining each Service Interconnection over facilities subject to WilTel's
approval. Service Interconnections shall only be
Page 2 of 7 CONFIDENTIAL
comprised of DS-1 facilities unless otherwise provided for in the Service
Request and agreed to in writing by WilTel. If a Service Interconnection is
proposed to be made via a local exchange carrier, WilTel will have the authority
to direct Customer to utilize WilTel's entrance facilities or local serving
arrangement ("LSA") with the relevant local telephone operating company, and
Customer will be subject to a non-discriminatory charge therefor from WilTel.
The monthly recurring charge relevant to Customer's use of LSA capacity shall be
subject to upward adjustment by WilTel from time to time. Such adjustment, if
any, shall not exceed the rate that otherwise would be charged for the
equivalent switched access capacity between the same points by the relevant
local telephone operating company pursuant to its published charges for the type
of service in question.
(f) If other private line interexchange facilities are
necessary to establish a Service Interconnection, and such facilities are
requested from WilTel, such facilities will be provided on an individual case
basis.
(g) Commencing with the first full calendar month following
Start of Service for each circuit comprising a Service Interconnection and
thereafter, Customer will maintain an average loading of traffic per DS-1 (or
DS-1 equivalent circuit) of not less than [ * ] minutes of use per calendar
month/billing period ("Minimum Monthly Usage"). In the event Customer fails to
obtain the required Minimum Monthly Usage level for the circuits comprising each
Service Interconnection, WilTel will charge and Customer will pay $[ * ]
multiplied by the difference between the Minimum Monthly Usage and the actual
minutes of use for the circuit(s) comprising the Service Interconnection in
question ("Minimum Usage Charge"). WilTel TERMINATION Service and 800
ORIGINATION Service minutes carried over the same Service Interconnection, if
any, shall be included in determining if Customer has met the Minimum Monthly
Usage requirement.
Example: Customer's actual monthly usage for 2 DS-1s
comprising Customer's Service Interconnection at WilTel POP A is [ * ] minutes
and Customer's actual monthly usage for 2 DS-1s comprising Customer's Service
Interconnection at WilTel POP B is [ * ] minutes. Customer would be subject to a
Minimum Usage charge of $[ * ] since Customer's Minimum Monthly Usage at WilTel
POP A was below [ * ] [[ * ]] and no Minimum Monthly Usage Charge for the
Service Interconnection at WilTel POP B, because Customer exceeded the required
minimum of [ * ] in actual minutes of use for the 2 DS-1s comprising the Service
Interconnection at WiTel POP B.
(h) Customer may cancel circuits comprising the Service
Interconnection(s) at any time without liability to WilTel for cancellation
charges. In the event Customer does not have a Minimum Commitment and Customer
cancels all circuits comprising all Service Interconnections at any time during
the Service Term, the Cancellation Charge described in Subsection 2(A) of the
Agreement shall not apply. Provided, however, Customer shall nevertheless be
liable to pay WilTel a cancellation charge (regardless of the number of DS-1 or
DS-1 equivalent circuits comprising the Service Interconnection(s) in question)
of $[ * ] multiplied by the number of months (or pro rata portion thereof)
remaining in the Service Term ("Carrier Service Cancellation Charge").
(i) Because the damages to WilTel from Customer's cancellation
or termination of all circuits comprising all Service Interconnections prior to
completion of the Service Term is difficult if not impossible to determine, the
Carrier Service Cancellation Charge due to WilTel in accordance with this
Subsection is intended by the parties to establish liquidated damages payable by
Customer to WilTel and not as a penalty of any kind.
* Confidential treatment requested pursuant to Rule 24b-2 under the
Securities Exchange Act of 1934, as amended.
Page 3 of 7 CONFIDENTIAL
4. SERVICE INTERCONNECTIONS - DEDICATED ACCESS:
(a) In order to utilize DEDICATED ACCESS Service, one or more
full time dedicated connections between an End User's private branch exchange
("PBX") or other customer premise equipment and the WilTel network at one or
more WilTel designated locations ("WilTel POP") must be established ("Dedicated
Service Interconnection(s)"). Each Dedicated Service Interconnection shall be
comprised of one or more DS-1 circuits or DS-3 circuits, as the case may be.
(b) The circuit(s) comprising each Dedicated Service
Interconnection to a WilTel POP shall be requested by Customer on the
appropriate WilTel Service Request. Each Service Request for DEDICATED ACCESS
Service will described (among other things) the WilTel POP to which a Dedicated
Service Interconnection is to be established, the Requested Service Date
therefor, the type and quantity of circuits comprising the Dedicated Service
Interconnection and any charges and other information relevant thereto, such as,
the location of the end user's originating or terminating location, as the case
may be. Such additional information may be obtained from Customer or gathered by
WilTel and recorded in Technical Information Sheets provided by WilTel.
(c) Once ordered, and unless otherwise provided for in this
Agreement, Dedicated Service Interconnections or the circuits comprising each
Dedicated Service Interconnection may only be canceled by Customer upon not less
than thirty (30) days prior written notice to WilTel.
(d) WilTel will provision and maintain local access facilities
between the End User Location and the WilTel POP, subject to any LEC charges
plus other applicable terms and charges set forth in WilTel's F.C.C. Tariff No.
5. If other private line interexchange facilities are necessary to establish a
Dedicated Service Interconnection, such facilities will be provided on an
individual case basis.
(e) Customer may elect to be responsible for establishing each
Dedicated Service Interconnection over facilities subject to WilTel's approval.
Dedicated Service Interconnections shall only be comprised of DS-1 facilities
unless otherwise provided for in the Service Request. If a Dedicated Service
Interconnection is proposed to be made via a local exchange carrier, WilTel will
have the authority to direct Customer to utilize WilTel's entrance facilities or
local serving arrangement ("LSA") with the relevant local telephone operating
company, and Customer will be subject to a non-discriminatory charge therefor
from WilTel. The recurring charge relevant to Customer's use of LSA capacity
shall be stated in the corresponding Service Request subject, however, to upward
adjustment by WilTel. Such adjustment if any, shall not exceed the rate that
otherwise would be charged for the equivalent capacity between the same points
by the relevant local telephone operating company pursuant to its published
charges for the type of service in question.
(f) DEDICATED ACCESS SERVICE MINUTES OF USE ARE
NOT SUBJECT TO AGGREGATION FOR THE PURPOSE OF DETERMINING IF
CUSTOMER HAS MET ITS MINIMUM MONTHLY USAGE FOR TERMINATION
SERVICE OR 800 ORIGINATION SERVICE.
5. BILLING INCREMENTS: U.S. Domestic (including Alaska, Hawaii,
United States Virgin Islands and Puerto Rico) Service calls will be billed in
six (6) second increments and subject to a six (6) second minimum charge (i)
utilizing Hardware Answer Supervision where available, and (ii) with respect
Page 4 of 7 CONFIDENTIAL
to 800 Services, commencing with Customer's switch wink or answer back. If
Customer is found to be non-compliant in passing back appropriate answer
supervision, i.e., answer back, WilTel reserves the right to suspend 800 Service
or deny requests by Customer for additional Service until appropriate compliance
is established. All international calls will be billed in six (6) second
increments and subject to a thirty (30) second minimum charge.
6. FORECASTS: Before Customer's initial order for Service,
Customer shall provide WilTel with a forecast regarding the number of minutes
expected to be terminated or originated in various LATAs and/or Tandems, so as
to enable WilTel to configure optimum network arrangements. In the event
Customer's Service traffic volumes result in a lower than industry standard
completion rate or otherwise adversely affect the WilTel Network, WilTel
reserves the right to block the source of such adverse traffic at any time.
Customer will provide WilTel with additional forecasts from time to time upon
WilTel's request which shall not be more frequent than once every three (3)
months.
7. RBOC TERMINATION/ORIGINATION: Following Start of Service for
TERMINATION SERVICE or 800 ORIGINATION Service, Customer will maintain at least
[ * ]% of the minutes of traffic (during any calendar month or pro rata portion
thereof) comprising Customer's TERMINATION Service or 800 Service for
termination or origination in a Tandem owned and operated by a Regional Xxxx
Operating Company ("RBOC Terminations/Originations") and subject to such RBOC's
tariffed access charges. WilTel shall have the right to apply a ($[ * ]) per
minute surcharge to the number of minutes by which Non-RBOC
Terminations/Originations exceed [ * ]% of total monthly TERMINATION Service or
800 ORIGINATION Service minutes.
8. SERVICE INTERCONNECTION INSTALLATION:
(a) DS-1 circuits comprising all Service Interconnections
(including Dedicated Service Interconnections) will be subject to a nonrecurring
$[ * ] per DS-1 switch port installation charge.
(b) DS-3 circuits comprising all Service Interconnections
(including Dedicated Service Interconnections) will be subject to a nonrecurring
per DS-3 switch port installation charge as determined on an individual case
basis.
9. CDR TAPES: WilTel will provide Call Detail Records for
WilTel's Services in machine readable form ("CDR Tapes") subject to the
provisions set forth below:
(a) WilTel will provide Customer one (1) CDR Tape once each
month in one of several magnetic tape formats (to be selected on Customer's
Service Request) which WilTel currently is then making available to its
Customers. Monthly CDR Tapes under this Subsection are provided at no charge.
(b) Customer may order a monthly delivery of toll records on
3.5" floppy diskette subject to a recurring charge of $[ * ] per month.
(c) Customer may order and WilTel will provide Customer one
(1) CDR Tape once each week in one of several magnetic tape formats (to be
selected on Customer's Service Request) which WilTel currently is then making
available to its Customers. Weekly CDR Tapes under this Subsection are subject
to a recurring monthly charge of $[ * ].
(d) Customer may request and WilTel may provide Customer with
daily Call Detail Records electronically ("Daily CDR"). Daily CDR under this
Subsection is subject to a nonrecurring charge of
* Confidential treatment requested pursuant to Rule 24b-2 under the
Securities Exchange Act of 1934, as amended.
Page 5 of 7 CONFIDENTIAL
$[ * ]. All leased-line and equipment costs necessary to implement Daily CDR
will be0 determined on an individual case basis depending on Customer's specific
configuration.
10. 800 NUMBERS:
(a) 800 numbers will be issued to Customer (i.e., issuance
equates to activation or reservation, whichever occurs first) on a random basis.
Customer requests for specific numbers will be considered by WilTel, and if
provided, will be subject to additional charges as set forth below and WilTel's
then current reservation policy which shall also apply to any randomly selected
and reserved 800 number. At any time preceding three (3) months from the
scheduled expiration of the Service Term, Customer may only reserve 800 numbers
in an amount equal to the greater of (i) [ * ], or (ii) [ * ] percent ([ * ]%)
of the total number of 800 numbers activated by WilTel for Customer. Customer
requests for 800 numbers inconsistent with the above stated conditions may be
considered by WilTel on an individual case basis. 800 numbers reserved for
Customer will be activated upon Customer's request, however, each 800 number
will be subject to reversion to WilTel without notice to Customer after sixty
(60) days from issuance to Customer in the event WilTel records no level of
measured charges associated with such number as of the expiration or after said
sixty (60) day period. Customer agrees to pay WilTel $[ * ] per month for each
800 number either reserved or activated for Customer by WilTel.
(b) Customer Request for Specific Numbers - $[ * ] per
individual number.
(c) Customer specifically agrees that regardless of the method
in which an 800 number is reserved for or otherwise assigned to Customer, that
Customer will not seek any remedy from WilTel under a theory of detrimental
reliance or otherwise that such 800 number(s) are found not to be available for
Customer's use until such 800 number is put in service for the benefit of
Customer, and that such 800 number(s) shall not be sold, bartered, brokered or
otherwise released by Customer for a fee ("800 Number Trafficking"). Any attempt
by Customer to engage in 800 Number Trafficking shall be grounds for reclamation
by WilTel for reassignment of the 800 number(s) reserved for or assigned to
Customer.
11. RESPORG SERVICES: Responsible Organization Services (relevant
to 800 Numbers) if provided by WilTel are provided pursuant to WilTel's F.C.C.
Tariff No. 5.
12. LIMITATION OF ORIGINATION OR TERMINATION LOCATIONS:
(a) TERMINATION Service: (i) origination is available from any
WilTel POP; and (ii) termination is to any direct dialable location worldwide.
(b) 800 ORIGINATION Service: (i) origination is available from
locations in the 00 Xxxxxx Xxxxxx, xxx Xxxxxx Xxxxxx Virgin Islands, Puerto Rico
and Canada; and (ii) termination is to any Customer designated Service
Interconnection.
(c) SWITCHED Service (1 +): (i) origination is available from
all equal access exchanges in the 48 contiguous United States except in LATA 000
(Xxxxxxx Xxxxxx, XX); and (ii) termination is to any direct dialable location
worldwide.
* Confidential treatment requested pursuant to Rule 24b-2 under the
Securities Exchange Act of 1934, as amended.
Page 6 of 7 CONFIDENTIAL
(d) SWITCHED Service (800): (i) origination available from
locations in the 00 Xxxxxx Xxxxxx, xxx Xxxxxx Xxxxxx Virgin Islands, Puerto Rico
and Canada; and (ii) termination is available to locations in the 48 contiguous
United States.
(e) DEDICATED ACCESS Service (1+): (i) origination is
available from locations in the 48 contiguous United States; and (ii)
termination is available to any direct dialable location worldwide.
(f) DEDICATED ACCESS Service (800): origination is available
from locations in the 00 Xxxxxx Xxxxxx, xxx Xxxxxx Xxxxxx Virgin Islands, Puerto
Rico and Canada; and (ii) termination is available to any Customer designated
Dedicated Service Interconnection.
(g) TRAVEL CARD Service: (i) origination is available from
locations in the 00 Xxxxxx Xxxxxx, xxx Xxxxxx Xxxxxx Virgin Islands, Puerto Rico
and Canada; (ii) termination is available to locations in the 48 contiguous
United States for calls from locations in the 00 Xxxxxx Xxxxxx, xxx Xxxxxx
Xxxxxx Virgin Islands, Puerto Rico and Canada; and (iii) termination is
available to locations in the 00 Xxxxxx Xxxxxx, xxx Xxxxxx Xxxxxx Virgin
Islands, Puerto Rico and Canada for calls from locations in the 48 contiguous
United States; (iv) International Origination is available from select locations
for termination within the 48 contiguous states; (v) Enhanced features to the
WilMAX Travel Card Service are available as described in the attached schedule
for WilMAX Enhanced Travel Card Pricing.
13. AUTHORIZATION CODES: WilTel will supply Customer with
authorization codes ("Codes") containing nine (9) digits for use with a
corresponding 800 Service number for origination and termination of Travel Card
calls. The Codes may be obtained by Customer in blocks of ten (10) not to exceed
a total of 1000 Codes at any one time. WilTel reserves the right to deny access
to any Code at any time.
14. INBOUND PORTION OF TRAVEL CARD CALL: The inbound service portion
of a TRAVEL CARD Service call (i.e., the 800 Service) must be provided by
WilTel.
15. ACCOUNTING CODES: For every billed telephone number (BTN)
requested by Customer, whether verified or non-verified, Customer shall pay a
monthly recurring charge of $[ * ].
IN WITNESS WHEREOF, Customer has executed this WilMAX UNIVERSAL(TM)
Service Schedule on the date first written above.
FAXSAV, INCORPORATED
Customer's Initials /s/ PSM
-------------
/s/ JSC
-------------
12-6-96
* Confidential treatment requested pursuant to Rule 24b-2 under the
Securities Exchange Act of 1934, as amended.
Page 7 of 7 CONFIDENTIAL
