Exhibit 10.15
LONG DISTANCE RESELLER SERVICE AGREEMENT
This long distance reseller service agreement ("Agreement") is made and entered
as of the last date shown below, and is entered by and between Interoute, Inc.
("Interoute") having a place of business at 000-00 Xxxxxx Xxxxxx, Xxxxxx, XX
00000 and Axicom Communications Group, Inc. ("Customer") having its principal
place of business at 00 Xxxxx Xxxxxx, Xxx Xxxx, XX 00000. Interoute and Customer
are the parties to this Agreement, and are referred to herein as the "Parties,"
with each being a "Party."
WITNESSETH:
WHEREAS, Interoute is a long distance provider, and Customer desires to purchase
long distance service ("Services") from Interoute on the terms provided below,
and Interoute desires to sell long distance service to Customer on the terms
provided below;
NOW, THEREFORE, the Parties agree as follows:
1. SERVICES AND PRICING:
a. Commencing on the later of the date of full execution date of
this Agreement or the date when the Parties have taken
necessary steps (the Parties proceeding with reasonable
diligence) for Services to be provided, Interoute will provide
telecommunication Services to Customer for its traffic.
Interoute reserves the right to, from time to time, set a
limit of monthly-minutes (the "Limit"), which Customer may run
with Interoute, in which case Interoute shall have no
obligation to allow traffic beyond the Limit. Notwithstanding
the existence of the Limit, Customer shall be liable for all
traffic beyond the Limit.
b. The telecommunication Services shall be billed at the rates
set out in Exhibit A and as the rates may be amended as below,
which rates are in US dollars, the currency for this
Agreement.
c. Calls will be billed as follows:
i. Calls to locations other than Mexico will be at
thirty-second minimum duration, and thereafter in
six-second increments rounded to the next highest
one-tenth (1/10th) of a minute; and
ii. Calls to Mexico will be billed in one-minute
increments, rounded to the next highest minute.
d. At any time, with at least three (3) days' prior written
notice,
i. The rates and offering set out in Exhibit A may be
changed by Interoute, and
ii. The above billing provisions may be changed by
Interoute.
2. CHARGES AND PREPAYMENT TERMS: Customer will deal with Interoute on a
prepaid basis. Customer shall deposit with Interoute moneys (the
'Deposit') which are estimated to pay for the upcoming
telecommunication Services which will be used by Customer. Services
will be terminated automatically, without any notice, upon exhaustion
of the Deposit, and in this event will be restored when and if the
Deposit is replenished. Customer must decide how much money should be
deposited with Interoute to prevent Services termination. Customer is
solely responsible for monitoring its Deposit to avoid termination of
Services. Interoute reserves the right to, at its discretion, in
writing or orally (the 'Replenishment Notice') advise Customer within
one day of when the Deposit appears to be nearing exhaustion, and the
Customer shall on or before the next business day, by cash, bank check,
certified funds or wire transfer of immediately available US funds (or
through another means that is approved by Interoute), replenish the
Deposit. In the event that Interoute shall not provide Services for
which Customer has prepaid,
Interoute shall, upon Customer's written request, refund all unused
Deposit funds to Customer within seven (7) days, and in other
circumstances the Deposit shall be nonrefundable. Deposit moneys will
be maintained by Interoute in its general operating accounts and no
interest will be paid to Customer on the moneys. The replenishment of
the Deposit shall be by cash, bank check, certified funds or wire
transfer. Cash, bank check and certified funds will only be credited on
the later of shortly after when payment is received by Interoute or if
payment is not made during the business day early during the next
business day and only on the day when the funds are good. Wire transfer
will only be credited on the later of shortly after when a copy of a
bank receipt showing the transfer is faxed to Interoute or if
Customer's fax is not sent during the business day, early during the
next business day. Instructions for wires to Interoute are as
follows:______________________________________________________________
______________________________________________________________________
_________________. (Interoute will complete this area upon execution).
3. PROVISIONING: Customer will at its expense provide interconnection
facilities linking its switch to Interoute's New York switch at a DS1
level.
4. INVOICING: Interoute will invoice Customer weekly with printed invoices
showing the charges against the Deposit.
5. CDR BILLING SERVICES: Interoute will provide CDR on floppy to Customer
on a monthly basis for $35.00, which amount will be charged against the
Deposit.
6. TERM: This Agreement is for ninety (90) days from the date of its
commencement, and automatically renews for thirty (30) day extensions
thereafter, unless either Party notifies the other in writing of their
intent to terminate this Agreement. Either Party may terminate this
Agreement for any reason with or without cause.
7. CONFIDENTIALITY. The terms of this Agreement and any information
revealed by either Party to the other Party under this Agreement which
information is not in the public realm, is deemed to be confidential.
Neither Party shall at any time disclose any of the terms of this
Agreement nor any such previously described confidential information to
any other third Party except to the professional advisors of either
Party or as may be required by applicable law. Breach of this provision
shall support equitable relief in favor the Party harmed by the breach.
If either party is required by applicable law to disclose confidential
information, that Party shall immediately advise the other Party.
8. TAXES: The undersigned hereby certifies that the Services furnished by
Interoute, are exempt from: 1) federal excise tax on communication
Services and facilities under applicable IRC provision(s) and 2) state
and local sales & use, utility user and telephone tax, and other state
and local governmental assessments as are directed to end-user
customers, as a sale for the purposes of resale. At such time when the
claimed status no longer applies, written notice of rescission will be
submitted in accordance with applicable IRC provision(s). It is
understood that no tax, surcharge or assessment will be collected by
Interoute, on charges for said Services, and that it will be the
responsibility of the undersigned to collect such tax as may be due
from its customers and remit as required by law, rule, regulation, or
ordinance.
9. BILLING DISPUTES: Any billing disputes shall be presented by Customer
to Interoute in reasonable detail, in writing, within THIRTY (30) days
of the earlier of: A) the date of the billing in question (i.e., the
Invoice); or B) when information regarding the charges were first
provided to Customer. Any dispute not timely raised shall be waived.
10. NO WARRANTY: Interoute provides no warranty, express or implied, with
respect to Services it provides and expressly disclaims any warranty of
merchantability or fitness for a particular purpose or use.
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11. CUSTOMER RESPONSIBILITIES: The Customer alone, at its own expense
shall: A) be responsible for any taxes [local, state, federal,
international or otherwise], which may be or become due on the
Services; B) be responsible for preparing and timely filing any tax
returns or other reporting returns which may be or become due on the
Services; C) be responsible for examining Interoute's technical systems
to determine their compatibility with Customer's systems. Interoute has
not made any representations as to technical compatibility and will not
make modifications to its systems to provide the Services; D) Ensure
that Interoute's systems and the Services shall not be used for any
illegal purposes; and E) be responsible to perform any actions which
are necessary in order to enable Interoute to provide Services to
Customer.
12. LIABILITY LIMITATIONS: In no event will either Party 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 non performance
of obligations hereunder. The only possible liability under this
Agreement to the Parties shall be as follows: A) If Customer defaults
in any way (i.e., Customer nonpayment, Customer late payment, Customer
misrepresentation, Customer nonperformance of any sort, hereinafter a
"Default") under this Agreement: I) Customer shall be liable for
Interoute's attorney's fees and other professional's fees (whether or
not arbitration is pursued), filing fees, costs and all other expenses
associated with pursuing Customer for the Default (including, but not
limited to, expenses which may be associated with any arbitration and
collection steps thereafter) and II) Customer shall be liable for
unpaid Services provided under this Agreement, which Services Interoute
may re-rate by increasing the per minute cost of such Services by $.01
(the Parties acknowledge that Interoute's pricing is established at its
low levels premised upon Customer's commitment to timely pay for
Services and otherwise comply with this Agreement - if there is a
Customer Default the per minute $.01 increase is appropriate) and for
interest at 15% annually on the above amount due from when the unpaid
Services charges were first due; and B) Both Parties shall be
responsible in law and equity for any breach of the above
CONFIDENTIALITY paragraph provisions.
13. FORCE MAJEURE, ETC.: No failure or omission on the part of Interoute
shall result in any liability to Customer if Interoute was prevented
from performing its duties to what is commonly referred to as Force
Majeure or by other matters outside of Interoute's control (by way of
example only, fire, flood, war, civil unrest, power failure, change of
law, failures by parties supplying service to Interoute, earthquake,
other Act of God, change of law, etc.).
14. MISCELLANEOUS: This Agreement, and the rights and obligations
hereunder, shall inure to the benefit of, and shall be binding upon,
the Parties and their respective legal successors and permissible
assigns; provided, that Customer may not transfer or assign any or all
of its rights or obligations hereunder without the prior written
consent of Interoute. No change or modification or waiver of any
provision of this Agreement shall be valid unless the same is in
writing and signed by the Parties. The failure of any Party at any time
to insist upon strict performance of any condition, promise, agreement,
or understanding set forth in this Agreement shall not be construed as
a waiver or relinquishment of the right to insist upon strict
performance of the same condition, promise, agreement, or understanding
at a future time. This Agreement shall be enforced under and construed
in accordance with the laws of the State of New York (without regard to
its conflict of laws principles). Any dispute under this Agreement
shall be resolved by a one-arbitrator arbitration before the Garden
City, NY American Arbitration Assoc., under their usual rules for
expedited arbitration, and the Parties consent to their entry of final
award/judgement with regard to any dispute, and to jurisdiction of the
courts of N.Y. and the courts of their State for enforcement of any
award/judgment. At the commencement of any arbitration by Interoute,
Customer shall be required to post with the arbitrator any amounts
which Interoute alleges to be due, absent which the arbitration shall
be summarily determined with prejudice in favor of Interoute. This
Agreement shall be construed as if drawn mutually by both parties, and
shall remain valid even if one or more provisions are deemed illegal or
unenforceable - in which event this Agreement shall be read as if
modified to give effect to the Parties' intent in making this
Agreement. This Agreement shall not create any agency, partnership or
joint venture relationship
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between the Parties. Time is of the essence in the performance of this
Agreement and for all periods shown herein. This Agreement may be
executed in counterpart, and by fax, and shall only be valid if both
signed and co-signed during seven days (unless the Parties waive this
execution requirement by their actions). This Agreement contains the
entire Agreement of the Parties with respect to its subject matter and
supersedes all prior Agreements or understandings, oral or written,
with respect to its subject matter. Notices and communications between
the Parties under this Agreement shall be in writing sent by FedEx or
Fax and shall be valid as of when they are delivered.
In Witness Whereof, the Parties have affixed their hands and seals the last day
and year written below.
Interoute, Inc. CUSTOMER
000-00 Xxxxxx Xxxxxx Axicom Communications Group, Inc.
Xxxxxx, XX 00000 00 Xxxxx Xxxxxx
Tel. No.: 000 000 0000 Xxx Xxxx, XX 00000
Fax No.: 000 000 0000 Tel. No.: 000 000-0000
By:________________Date:___________ Fax No.: 000 000-0000
Customer is incorporated in New York State
Customer's Tax ID is 00-0000000
By: /s/ Xxxxxxxxx Xxxxxxxxxxx, CEO
Date: 4/6/99
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EXHIBIT A
COUNTRY PRICE PER MINITE - all prices in US dollars
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see attached see attached and Riders (if any)
and Riders (if any)
The above offerings do not include calls to cellular exchanges or cellular
numbers and AIT reserves the right to block any of the above offerings with no
notice. All other areas not included under this Agreement are blocked.
Calls (to locations other than Mexico) will be billed at thirty-second minimum
duration, and thereafter in six-second increments rounded to the next highest
one-tenth (1/10th) of a minute.
Calls to Mexico, all bands, will be billed in one-minute increments, rounded to
the next highest minute.
CUSTOMER, Axicom Communications Group, Inc.
By: Sign here print name and corporate capacity below
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Date:_________________
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