EX-10.3 16 dex103.htm TELEMATICS SERVICES AGREEMENT CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION.*** CONFIDENTIAL TREATMENT TELEMATICS SERVICES AGREEMENT
EXHIBIT 10.3
CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF
THIS DOCUMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY
FILED WITH THE COMMISSION.***
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CONFIDENTIAL TREATMENT
This Telematics Services Agreement (hereinafter the “Agreement”) is made as of this 31st day of March, 2003 (hereinafter “Effective Date”) by and between ATX Technologies, Inc. (hereinafter “ATX”) and Mercedes-Benz USA, LLC (hereinafter MBUSA) each of whom may be hereafter referred to individually as “party” or collectively as the “parties.”
ATX will be the exclusive provider of the Services during the term of the agreement to those owners/lessees of Vehicles, which are equipped with Tele Aid devices and for which the Vehicle owner/lessee maintains an account, which is registered and active (hereinafter “Customer”). The foregoing notwithstanding, the parties hereto agree than an account will be registered and active for those Services identified as “Basic Package” on Exhibit A for a period of one year from initial retail sale during which period the Basic Package Services will be provided *** as long as ***. The Services shall be further provided in accordance with the terms and conditions outlined in the “ATX Policies and Procedures” (as
***Confidential material redacted and filed separately with the Commission
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CONFIDENTIAL TREATMENT
amended from time to time by agreement of the parties,) an outline of which is attached hereto as Exhibit B, and hereby made part of this Agreement. ATX shall, throughout the term of this Agreement maintain necessary “800” number lines, as mutually agreed to by MBUSA and ATX, to provide services hereunder. Said numbers shall be dedicated to MBUSA related services only and upon termination of this Agreement, the “800” numbers shall be assigned to ATX and ATX shall assume payment obligations therefore. MBUSA agrees to pay the costs associated with said 800 numbers for both monthly and per minute charges during the Term of this Agreement. The current 800 numbers dedicated to MBUSA are identified on Exhibit C attached hereto.
Tele Aid devices shall be standard equipment across all model lines identified on Exhibit A “Consumer Price and Fee Arrangement”. For model lines identified on Exhibit D, for which Tele Aid is provided as optional equipment, the per Vehicle fee for Tele Aid Services shall, in addition to the standard fee identified on Exhibit A, include the supplemental fee identified on Exhibit D. The foregoing sentence notwithstanding, MBUSA may choose to make Tele Aid optional on model lines listed on Exhibit A; however, such action will result in a renegotiation of the pricing for the Services. The parties further agree that pricing for Services shall not be affected by the introduction by MBUSA of classes of vehicles, other than those classes and models listed on Exhibit A with Tele Aid as optional equipment; except that pricing for such newly introduced vehicles shall be as set forth on Exhibit A along with the supplemental pricing formula set forth on Exhibit D.
2. ATX DUTIES AND RESPONSIBILITIES.
A. Service Level Requirements.
(1) | Upon reviewing an alarm call and determining the type of assistance needed, ATX will request dispatch of assistance, if warranted by such call. |
(2) | Airbag and emergency button alarms will be answered on a monthly average in *** seconds or less. All other calls shall be answered, on a monthly average in *** seconds or less. The parties agree, however, that failure to meet such answer speeds shall not constitute a material breach, but rather will trigger a review of the program by the parties, at which ATX will define for MBUSA the source and scope of any problems associated with failure to meet the answer speed and provide MBUSA with a written plan of action to address such failure and to meet the above stated standard. Should ATX continue to fail to meet said standard after sixty (60) days beyond the development of the written plan of action noted above, such failure, shall constitute a material breach hereunder. |
(3) | ATX will measure its response time to all alarms and service calls on the ATX automation system Response Time reports. “Response Time” shall mean the time from data transmission completion until the time when a call handler acknowledges the alarm call. “Data transmission completion,” means the point in time in which an alarm signal has been received, processed and made available in the operator’s alarm queue, ready for acknowledgment. ATX will measure the |
***Confidential material redacted and filed separately with the Commission
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time elapsed between receipt of the call and dispatch of assistance on a dispatch report. ATX will provide MBUSA with copies of the ATX Response Time reports within seven (7) business days of the end of each month. In addition, ATX will compile Service Level Reports summarizing response time, time to dispatch request, average speed of answer and disposition of alarm and service calls and will provide such reports to MBUSA within seven (7) business days of the end of each calendar month. |
(4) | Semi-annual “Service Level Review/Quality Control Meetings” will be scheduled at either ATX or MBUSA to review service levels and related issues for the Services. In addition, MBUSA shall have the right to review tapes of calls received by ATX, upon seven (7) days prior notice. |
(5) | ATX will maintain a quality control program to monitor and evaluate individual call handler performance to assure adherence to program parameters and standards. |
(6) | ATX will notify MBUSA on an ongoing basis of general customer issues, including but not limited to, service level concerns, customer complaints, customer mailings or other correspondence. The parties agree to work together to mutually resolve any such issues that create concern for either MBUSA or ATX. |
B. Termination of Customer Accounts. The parties hereto agree that all Services including cellular service will be available and activated only upon the Vehicle owner’s or Lessee’s execution of a retail agreement for same, in a form mutually agreed to by MBUSA and ATX and upon the Vehicle owner’s payment of the fee for same as established by ATX. The above notwithstanding, the parties hereto agree that ATX’s Services (excluding airtime charges) for the first year after the retail sale of a Mercedes-Benz vehicle shall be provided at no charge to the customer or MBUSA as long as Tele Aid becomes standard equipment on all vehicles of a given model class which Tele Aid is offered. A copy of the terms and conditions of the retail agreement which the parties shall employ is attached hereto as Exhibit E. ATX reserves the right, upon notice to MBUSA, and upon MBUSA’s approval, which shall not be unreasonably withheld, to make changes to such retail agreement, consistent with changes or developments in the law, the Services or industry standards. ATX’s request for approval of such changes must be responded to within thirty (30) days. After thirty (30) days said request shall be deemed approved by MBUSA. Such changes shall not be retroactively effective to customers unless specifically authorized or required by law. Unless otherwise agreed by the parties in writing, fees for the Services provided throughout the term of this Agreement shall be charged for periods of no less than one year. Customer accounts will only be terminated upon the expiration of the retail agreement term if there has been no renewal made by the Vehicle owner or material failure to comply with the terms and conditions of the retail agreement including cellular service. Prior to deactivation of Services for non-payment or non-renewal, ATX will send a letter to Customer at the address on record, notifying of the intention to deactivate.
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C. Records Retention. ATX will provide, at its facility, the necessary equipment to record and store all relevant data electronically or via magnetic media in accordance with the schedule attached hereto as Exhibit F. Records are to be maintained and destroyed in a manner consistent with a legally compliant, commercially reasonable record retention and destruction policy. ATX will make the records available for inspection by MBUSA or its designated representative, at times reasonably requested by MBUSA, and will cooperate with MBUSA in such inspection.
D. Reports and Presentations. ATX and MBUSA shall make Telematics Customer information available as mutually agreed by ATX and MBUSA, and as specified in Exhibit N. ATX shall provide to MBUSA, in such manner and at such time as same is reasonably available, a sales tax report to allow MBUSA to remit sales tax collected from MBUSA Customers. MBUSA shall, in addition, have authority to determine the content, form and submission or presentation schedule of any other reports, presentations and milestones required under this Agreement, subject to the reasonable security or business needs of ATX.
3. MBUSA DUTIES AND RESPONSIBILITIES.
(1) MBUSA agrees that the Tele Aid system is designed so that the Tele Aid activation light will remain lighted unless the service is activated. The foregoing sentence notwithstanding, MBUSA shall have the right to permit disconnection of the activation light for Customers who request, in a writing satisfactory to MBUSA and ATX, that the feature be disabled.
(2) MBUSA agrees to include an activation sticker on the Tele Aid system, which indicates to customers that some action is required on their part to activate the system. This sticker will be clearly visible in the glove box of the vehicle at the time the vehicle is delivered to its original owner/lessee or any subsequent owner/lessee who takes delivery of the vehicle from a MBUSA affiliate.
B. Owner’s Manual & POS Information. MBUSA will support the Tele Aid product through its marketing programs and include product information in vehicle literature packages, specifically including a phone number for customer service.
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E. Renewal Marketing and Retention Bonus. ATX and MBUSA shall mutually develop a marketing plan, including expenditures to be made therefor, beginning within forty-five (45) days of signature of this Agreement. Provided that MBUSA provides funding of such plan, then the retention bonus described in Section 4.H. below shall become effective and payable at the end of the first month following the acceptance of the marketing plan. If MBUSA does not provide funding for the marketing plan for any given year, then the retention bonus shall not apply for that year. See Exhibit L attached hereto for a description of minimum marketing commitments.
C. Collection Schedule. The collection schedule for ineffective credit cards is listed in Exhibit H.
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CONFIDENTIAL TREATMENT
D. Additional Service Costs. MBUSA shall pay to ATX the amount of any initial set up fee (or similar fee) and ongoing service fees and other charges payable by ATX to third party providers of concierge services to MBUSA Customers. Payments of such fees shall be deducted from the quarterly settlement statements by ATX. ATX will use commercially reasonable efforts to obtain 2%, 10, net 30 terms with all third party vendors providing services on behalf of MBUSA and ATX in support of Tele Aid services.
E. Travel Expenses. MBUSA may be asked to reimburse travel expenses (in accordance with MBUSA travel policy attached to this Agreement as Exhibit M) incurred by ATX, for trips that are not related to the daily business of ATX in providing the Services under this Agreement. Examples of such trips include, but are not limited to, COMDEX or other trade shows, auto shows, dealer training events, media/press events, “Ride and Drive”. ATX shall not be reimbursed for routine travel to MBUSA’s offices that are incident to overall program management.
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CONFIDENTIAL TREATMENT
be documented in separate statements of work (SOW) that set forth the respective duties and obligations of the parties with regard to the project, the estimated costs and expenses, and any pricing arrangements. Each such SOW shall be in writing and shall be an addendum to this Agreement.
With respect to any services developed by ATX specifically for MBUSA Customers for which substantially all of the development costs were borne by MBUSA pursuant to this Section 4.G. and which are not generally available from another company in the telematics industry, ATX shall not offer such services to anyone other than MBUSA Customers for a period of *** months after such services are first offered to MBUSA Customers.
(1) Beginning on the first full calendar month following the first anniversary of this Agreement, ATX shall pay to MBUSA or MBUSA shall pay to ATX, as the case may be, an amount based on the number of paying subscribers of Services that elect to purchase their second year of Services, as a percentage of the total number of Vehicles with active subscriptions sold or leased during the same month of the previous year (the “Retention Rate”), as more fully described in this Section 4.H.
(2) Within 60 days after the end of each month during the Term of this Agreement, beginning on the first full calendar month following the first anniversary of this Agreement, ATX and MBUSA shall cooperate in good faith to determine the Retention Rate.
(3) Within 90 days after the end of each such month, ATX shall pay to MBUSA or MBUSA shall pay to ATX, as the case may be, an amount based on the extent to which the Retention Rate is greater than or less than the threshold percentages set forth on Exhibit I attached hereto, at the rates set forth therein.
5. WARRANTIES AND REPRESENTATIONS.
***Confidential material redacted and filed separately with the Commission
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CONFIDENTIAL TREATMENT
provide for, (i) high availability design of its systems which minimizes single point failures through the use of dual redundant network paths, (ii) Two fully redundant sites with each having the capacity of providing real time operations at any time, and (iii) a procedure by which systems at both sites are tested daily through both automated and manual procedures managed by the computer operators on duty and by a continuous automated test program to conduct continuous component monitoring and testing. Further, ATX warrants and represents that said plan contains provisions for offsite storage of daily backup copies of electronic media and any other vital records. MBUSA reserves the right to annually audit the offsite recovery test results to satisfy itself of ATX’ alternate processing capabilities.
6. TRADEMARKS AND USE OF NAME.
A. MBUSA and/or its affiliated companies may, in their sole discretion, from time to time grant to ATX the right to use trademarks, trade name, service marks and logos owned by MBUSA or by its affiliates in connection with the documentation, presentation and marketing of the various Services to be provided by ATX, which uses will be subject to prior approval of MBUSA. ATX will have no interest in or right to the use of such names, marks and/or logos, except the limited right of usage thereof as may be granted in connection with this Agreement during its term. ATX may not use any such MBUSA trademark, trade name, service xxxx or logo until ATX has obtained the written approval of MBUSA and understands that MBUSA has adopted guidelines regarding the use of such trademark and logos, including guidelines governing color, size, typeface and style, and ATX agrees to comply with all such guidelines of which it is made aware.
B. Trademarks-ATX. ATX and/or its affiliated companies may, from time to time, grant to MBUSA the right to use trademarks, trade name, service marks and logos owned by it or by its affiliates in connection with the documentation, presentation and marketing of the various services to be provided by MBUSA. MBUSA will have no interest in or right to the use of such names, marks and/or logos, except the limited right of usage thereof granted in connection with this Agreement during its term. MBUSA may not use any such ATX trademark, trade name, service xxxx or logo until MBUSA has obtained the written approval of ATX and understands that ATX has adopted guidelines regarding the use of such trademark and logos, including guidelines governing color, size, typeface and style, and MBUSA agrees to comply with all such guidelines of which it is made aware.
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for its use in further developing and enhancing the Telematics Services business, provided no such data can be used to individually identify any Customers.
C. Termination due to Change in Control. If ATX issues capital stock, or grants an option or right to purchase capital stock, to an automobile manufacturer not affiliated with MBUSA, representing upon issuance more than 30% of the outstanding capital stock of ATX on a fully diluted basis, then ATX shall deliver written notice of such event (“Change of Control Notice”), and MBUSA shall have the right to terminate this Agreement without liability upon thirty (30) days prior written notice. If MBUSA fails to deliver to ATX its notice to terminate within sixty (60) days after receipt of the Change of Control Notice, then MBUSA shall be deemed to have waived its right to terminate this Agreement by reason of a change of control involving the automobile manufacturer that is the subject of the Change of Control Notice.
D. Rights of the Parties in the Event of Non-Renewal Beyond Term of Agreement and/or Termination for Non-Performance.
(1) Each party shall return to the other all documents, materials, reports or other information, or copies thereof, and any confidential information which were received from the other party for use in the course of this Agreement.
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(2) Each party shall cease to use any of the other’s marketing materials, trademarks, trade names or logos.
(3) ATX shall assume payment responsibilities for the 800 numbers referred to in Section 1 of this Agreement.
(4) For a period of one (1) year after termination or non-renewal, ATX will retain exclusive rights to market and provide the Services to each Tele Aid device equipped vehicle which is retailed during the one (1) year prior to termination or non-renewal, unless such termination is a result of the reasons described in Sections 8.B. and 8.C. above.
B. MBUSA Indemnification. MBUSA will indemnify, defend and hold ATX and any of its affiliated companies and the officers, directors, agents, employees and assigns of each, harmless from and against any and all actions, claims, demands, losses, liabilities, costs and expenses, including attorneys’ fees, to the extent arising from the acts or omissions of MBUSA in performing its obligations hereunder including, but not limited to, any action, claim, demand, loss or liability based upon, arising out of or in any manner resulting from, (i) an allegation of a design or manufacturing defect in any Mercedes-Benz Vehicle for which Services are provided or the equipment required for the Services which were originally installed in the Vehicle by its manufacturer or MBUSA; or (ii) any allegation that any marketing materials, Customer statements or other similar documents created by MBUSA for the programs contain any false or misleading statements, (iii) any claims for infringement of any United States Patents, trade secrets, copyrights or other lawful proprietary rights of a third party based upon the Tele Aid equipment in the vehicles or MBUSA’s marketing literature with respect to Tele Aid.
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B. Workers’ Compensation Insurance according to statutory limits, including Employers’ Liability Insurance for $1,000,000 each accident, each disease, each employee.
C. Professional Liability (Errors and Omissions, Multimedia Liability including Intellectual Property) Insurance on claims made or occurrence basis covering all services provided to MBUSA hereunder for $5,000,000 each occurrence.
ATX will add MBUSA as additional insured on the Comprehensive General Liability policy stated herein with respect to the Services provided to MBUSA hereunder. Subject to the contractual indemnities and limitations of liability of this Agreement, ATX agrees and understands that this insurance will be primary over any other insurance MBUSA maintains as respects this Agreement.
ATX will cause its insurance broker to furnish MBUSA certificates of insurance, within 30 days of execution of this Agreement, evidencing the required coverage stated herein. Such certificates of insurance will provide for thirty (30) day’s advance written notice of cancellation, material change in coverage, or non-renewal of coverage.
Should ATX elect to self-insure, the self-insurance program will respond as if ISO (Insurance Services Office) policy forms were in place as follows:
• | Commercial General Liability Coverage Form CG 00 01. |
ATX agrees to bear the full risk of loss, including but not limited to damage, destruction, and/or disappearance, to all property furnished to ATX by MBUSA while such property is in ATX care, custody, and control.
ATX must report any loss to MBUSA vehicles to the MBUSA Risk Management Department at (000) 000-0000 within twenty-four (24) hours of management of ATX learning of the loss. ATX must complete and forward to MBUSA Risk Management the Mercedes-Benz Automobile Accident/Loss Report (MBNA Form 297) within forty-eight (48) hours of the incident. It is further understood that ATX will cooperate and provide all information (written and/or oral) to MBUSA and MBUSA’s insurance companies that is necessary as it relates to the loss of the vehicles.
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In addition, ATX shall have the right, at ATX’s expense, from time to time, but no more frequently than twice annually upon reasonable notice and during regular business hours, to inspect and audit those books and records of MBUSA which relate directly to MBUSA’s obligations under this Agreement, including the obligations imposed upon MBUSA to ensure certain practices of its dealers hereunder.
12. HANDLING OF CAC CALLS. ATX will handle certain overflow calls on behalf of MBUSA Customer Assistance Center (“CAC”) at the rates and on the terms indicated on Exhibit K, attached hereto.
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If to MBUSA: | Mercedes-Benz USA, LLC | |
Xxx Xxxxxxxx Xxxxx | ||
Xxxxxxxx, XX 00000 | ||
Fax: 000-000-0000 | ||
Attention: Xxxxx Xxxxxxxxxx | ||
Copies to: | General Counsel, at fax # 000-000-0000, at same address | |
If to ATX: | ATX North America | |
0000 Xxxxxxxx Xxxxxxx | ||
Xxxxxx, XX 00000 | ||
Fax: 000-000-0000 | ||
Attention: Xxxxxx Xxxxxxxxx, President | ||
Copy to: | General Counsel, at same address |
Each party is responsible for informing the other of any changes in its address by sending proper notice.
C. Governing Law/Venue. Any action to enforce the terms of this Agreement shall be brought in a court of competent jurisdiction and proper venue in the United States and the law that shall apply shall be that U.S. State law deemed applicable by the court before which the matter is brought.
CONFIDENTIAL TREATMENT
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ATX TECHNOLOGIES, INC. | MERCEDES-BENZ USA, LLC. | |||||||
By: | By: | |||||||
Name: | Name: | |||||||
Title: | Title: | |||||||
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CONFIDENTIAL TREATMENT
Exhibit A: Service Package Descriptions
BASIC PACKAGE
Features:
• | Automatic Collision Notification |
• | Emergency Assistance |
• | Direct connection to the CAC for Roadside Assistance calls |
• | Direct connection to the CAC for Information calls |
• | Remote Door Unlock |
• | Stolen Vehicle Tracking |
• | Concierge Service* |
• | Basic Remote Diagnostics |
• | Anti-Theft Alarm Notification |
* | To cover certain costs to deliver concierge services, MBUSA shall pay to ATX a fee of *** per quarter, payable within 30 days of receipt of invoice from ATX. ATX will use commercially reasonable efforts to obtain 2%, 10, net 30 terms with all third party vendors providing services on behalf of MBUSA and ATX in support of Tele Aid services. |
Consumer Price and Fee Arrangement:
Tele Aid shall be provided as standard equipment to the S Class, E Class, M Class, SL Class, SLK Class, CL Class, CLK Class, SLR Class and Maybach. The following fees will be remitted to ATX and the consumer amounts will be charged and pre-paid on credit card or automated bank draft, according to the applicable billing option for Tele Aid Services on Vehicles where Tele Aid is standard equipment or on Vehicles where Tele Aid is an option as listed in Exhibit D.
***Confidential material redacted and filed separately with the Commission
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• | For new vehicle subscriptions after effective date shown below (or such later date as ATX and MBUSA mutually agree): |
• | The fee schedule below reflects a reduction in the original fee to ATX (as of 08/31/2001) of *** beginning as of 09/01/2004 and of *** beginning as of 09/01/2005. |
• | Should Tele Aid be made standard on all model lines listed in this Exhibit A and Exhibit D the below fees will be changed to reflect a further reduction in the original fee to ATX (as of 08/31/2001) of *** beginning as of 09/01/2004 and of *** beginning as of 09/01/2005. Should such pricing become effective, the parties will create a new Exhibit A reflecting such pricing which will replace this Exhibit A without the need for further amendment of this Agreement. |
Payment Method | Price to Subscriber | Fee to ATX As of 08/31/2001 | As of 09/01/2004 | As of 09/01/2005 | ||||||
Annual billing option | $ | 240.00 | ** | *** | *** | *** | ||||
Year 2 prepaid | $ | 230.00 | *** | *** | *** | |||||
Years 2 and 3 prepaid | $ | 435.00 | *** | *** | *** | |||||
Years 2, 3 and 4 prepaid | $ | 635.00 | *** | *** | *** | |||||
Years 2, 3, 4 and 5 prepaid | $ | 820.00 | *** | *** | *** | |||||
Years 2, 3, 4, 5 and 6 prepaid | $ | 995.00 | *** | *** | *** | |||||
39 Month prepaid | $ | 490.00 | *** | *** | *** |
***Confidential material redacted and filed separately with the Commission
A-2
• | For Maybach vehicle subscriptions after August 31, 2001 (or such later date as ATX and MBUSA mutually agree): |
Payment Method | Price to Subscriber | Fee to ATX | Fee to MBUSA | ||||
4 year pre-paid | $ | 1,260.00 | *** | *** |
Should MBUSA decide to offer Maybach Services for terms less than four years, the parties will amend this Exhibit A to reflect agreed upon pricing for such terms.
• | For pre-owned vehicle subscriptions after August 31, 2001 (or such later date as ATX and MBUSA mutually agree): |
Payment Method | Price to Subscriber | Fee to ATX As of 08/31/2001 | As of 09/01/2004 | As of 09/01/2005 | ||||||
Annual billing option | $ | 240.00 | ** | *** | *** | *** | ||||
Years 1, 2 prepaid | $ | 465.00 | *** | *** | *** | |||||
Years 1, 2, 3 prepaid | $ | 670.00 | *** | *** | *** | |||||
Years 1, 2, 3, 4 prepaid | $ | 855.00 | *** | *** | *** | |||||
Years 1, 2, 3, 4,5 prepaid | $ | 1005.00 | *** | *** | *** | |||||
Years 1, 2, 3, 4, 5, 6 prepaid | $ | 1170.00 | *** | *** | *** |
• | Effective September 2003 for all vehicles using TeleDiagnostics Viewer (TDV) capability an annual fee of *** per vehicle with TDV active will be charged to MBUSA on activation of the TDV system and on each subsequent anniversary date thereof, which shall be shown as an adjustment to the following quarterly settlement statement. This fee covers, in addition to infrastructure expense, decoding, extraction and transmission expense incurred by ATX in supporting this pass through technology. |
***Confidential material redacted and filed separately with the Commission
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CONFIDENTIAL TREATMENT
OPTIONAL PACKAGES
Features:
• | Route Assistance |
Consumer Price and Fee Arrangement:
The following amounts will be charged on credit card or automated bank draft, according to the applicable billing option.
$2.95 per use (***% to ATX) for Route Assistance
Additional Features:
• | Info Services (Text Based) – offered on a renewal basis to legacy Info Services customers. |
• | Tele Trek (Voice Traffic and Route Assistance) |
Consumer Price and Fee Arrangement:
The following amounts will be charged and pre-paid on credit card or automated bank draft, according to the applicable billing option.
• | Info Services Pricing for renewing existing vehicle subscriptions: |
Payment Method | Price to Subscriber | Fee to ATX | |||
Annual billing option | $ | 125.00 | *** | ||
Years 1 and 2 prepaid | $ | 240.00 | *** | ||
Years 1, 2 and 3 prepaid | $ | 345.00 | *** | ||
Years 1, 2, 3 and 4 prepaid | $ | 425.00 | *** | ||
Years 1,2,3,4 and 5 prepaid | $ | 530.00 | *** | ||
Years 1,2,3,4,5 and 6 prepaid | $ | 610.00 | *** |
• | Tele Trek Pricing for new and pre-owned vehicle subscriptions: |
Payment Method | Price to Subscriber | Fee to ATX | |||
Annual billing option | $ | 75.00 | *** | ||
Years 1 and 2 prepaid | $ | 145.00 | *** | ||
Years 1, 2 and 3 prepaid | $ | 205.00 | *** | ||
Years 1, 2, 3 and 4 prepaid | $ | 265.00 | *** | ||
Years 1, 2, 3, 4 and 5 prepaid | $ | 315.00 | *** | ||
Years 1, 2, 3, 4, 5 and 6 prepaid | $ | 360.00 | *** | ||
39 month prepaid | $ | 225.00 | *** |
***Confidential material redacted and filed separately with the Commission
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CONFIDENTIAL TREATMENT
Exhibit D: Optional, Non-Standard Tele Aid Program
Pricing and Payment
Pricing for all models of Vehicles for which Tele Aid is an option rather than a standard feature shall be:
For those Vehicle owners/lessees who select Tele Aid as an option and subscribe to Tele Aid Services. | This fee is per vehicle for the first year of Basic Services, in addition to the fees indicated in Exhibit A to this Agreement, for all other Services. | Number of vehicles built with Tele Aid on model lines where Tele Aid is Optional shown as a percentage of total cars built of the optional model line. | ||
Fee to ATX *** | % Penetration *** | |||
*** | *** | |||
*** | *** | |||
*** | *** | |||
*** | *** |
All fees shall be deducted from amounts collected from Customers as indicated in Section 4.F. of this Agreement.
Should MBUSA desire to designate any model or class as standard rather than optional, fees shall be modified as of the date such model class is no longer optional to be as indicated in Exhibit A to this Agreement and shall be deducted from amounts collected from Customers as indicated in Section 4.F. of this Agreement.
Applicable Vehicles/Notice Required
Tele Aid shall be provided as optional equipment to the C Class
Should MBUSA desire to expand the optional program to any additional model or class, it shall provide ATX with advanced written notice, at least six (6) months prior to the model year retail release, of its intent to do so and optional pricing as indicated will apply to all such vehicles and the parties will in good faith renegotiate pricing for the Services.
***Confidential material redacted and filed separately with the Commission
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CONFIDENTIAL TREATMENT
Exhibit G: Cellular Pricing, Procedure and Reporting
Cellular prices to Tele Aid customers (adjusted to include applicable credit card and automated bank draft fees as well as ATX fees to administer the billing, remittance, collections, and customer service functions for the Tele Aid cellular service):
Fees to ATX for Cellular Services*
*** per month service fee (This fee is part of the “Fee to ATX” noted on Exhibit A.)
*** a minute
Billing Procedures:
• | Upon the expiration of the first year of Basic Services, the customer will be billed $4.50 each month for the cellular service fee. |
• | Upon expiration of 30 free minutes of airtime, the customer will be billed the appropriate per minute amount ($.40 or $.75) for all actual airtime used each month. The 30 minutes of free airtime expire 365 days from initial Services activation date for each customer. |
* | Prices are subject to change upon selection of different cellular carrier or cellular carrier price change. |
Billing Options:
• | Credit Card |
• | Automated Bank Draft |
Reporting:
• | ATX has the obligation to calculate, collect, and remit sales, telecommunications and other like taxes to MBUSA on cellular charges pursuant to Section 4.B. of this Agreement. ATX shall utilize the Vertex Telecommunications Taxing Module for the calculation of applicable telecommunications taxes. Notwithstanding the foregoing, MBUSA acknowledges that the Vertex Telecommunications Taxing Module is not implemented as of the Effective Date of this Agreement and that ATX’s ability to calculate telecommunications taxes using Vertex cannot occur until it is implemented. Accordingly, the parties agree to negotiate a mutually satisfactory resolution of the financial responsibility for telecommunications taxes incurred by MBUSA but not invoiced to customers during the time period between the Effective Date and the implementation of Vertex. ATX shall calculate taxes on cellular charges based upon studies performed and communicated by MBUSA’s tax department. |
• | Notwithstanding anything to the contrary contained in this Agreement, neither of the parties has waived any of its rights, obligations or claims regarding the tax obligations of the parties that arose prior to the Term of this Agreement. |
• | ATX will provide to MBUSA each month, two exception reports for the carrier. These reports will detail all calls under 1 minute that were not billed and all calls where the MIN does not match our files and thus could not be billed. |
***Confidential material redacted and filed separately with the Commission
CONFIDENTIAL TREATMENT
• | ATX will provide to MBUSA a monthly report detailing cellular charges billed and collected by ATX, sorted by MIN and VIN, and sorted by MBUSA and MB Canada subscribers. |
Process Flow:
[GRAPHIC]
CONFIDENTIAL TREATMENT
Exhibit I: Retention Bonus
Retention | Amount Due | |
*** | MBUSA pays ATX $50 for each Vehicle by which Retention Rate is less than *** | |
*** | No payment due | |
*** | ATX pays MBUSA $50 for each Vehicle by which Retention Rate is greater than *** | |
*** | ATX pays MBUSA $50 for each Vehicle by which Retention Rate is greater than ***, but less than or equal to ***; and ATX pays MBUSA $100 for each Vehicle by which Retention Rate is greater than *** |
Example One
Assumptions: (a) MBUSA sells and leases 10,000 Mercedes-Benz Vehicles on a retail basis in the United States during October 2002 and (b) by October 31, 2003, Customers pay for second year of service for ***. of the 10,000 vehicles sold and leased in October 2002. Based on the above assumptions, the Retention Rate for October 2003 is ***. Accordingly, ATX pays MBUSA $50 for each vehicle that is greater than ***, up to *** ($50 X ***), and ATX pays $100 for each vehicle that is greater than *** ($100 X ***). In total, ATX pays MBUSA a retention bonus of ***, shown as an adjustment to the following quarterly settlement statement.
Example Two
Assumptions: (a) MBUSA sells and leases 10,000 Mercedes-Benz Vehicles on a retail basis in the United States during October 2002 and (b) by October 31, 2003, Customers pay for second year of service for *** of the 10,000 vehicles sold and leased in October 2002. Based on the above assumptions, the Retention Rate for October 2003 is ***. Accordingly, MBUSA pays ATX $50 for each vehicle that is less than *** ($50 X ***). In total, MBUSA pays ATX the amount of ***, shown as an adjustment to the following quarterly settlement statement.
***Confidential material redacted and filed separately with the Commission
CONFIDENTIAL TREATMENT
Exhibit K: Customer Assistance Center “CAC” Overflow Call Handling
ATX will handle certain overflow calls on behalf of the MBUSA Customer Assistance Center (“CAC”). ATX will use commercially reasonable efforts to answer in no less than 120 seconds. If MBUSA should desire ATX to take a larger portion of calls or to have calls answered in less than 120 seconds, ATX and MBUSA will re-negotiate this Exhibit to include the newly established answer times and fee per minute. The parties hereby agree that as of the effective date of this Agreement, ATX will handle CAC call minutes on behalf of MBUSA *** for the first 200 call minutes. ATX will handle CAC call minutes on behalf of MBUSA on a fee per minute basis for every call minute beyond the *** threshold. This fee schedule is noted below:
*** per call minute
***Confidential material redacted and filed separately with the Commission
CONFIDENTIAL TREATMENT