Looking for an agreement? Search from over 1 million agreements now.

Telecom Information Services Agreement

This is an actual contract by Metro One.

Save time and money with our Premium Packages.
Buy all (8) recommended agreements for
$140.00 (50% savings)
Agreement Preview
Sectors: Telecommunications
Governing Law: Delaware, View Delaware State Laws
Effective Date: July 01, 2006
Search This Document
CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

TELECOM INFORMATION SERVICES AGREEMENT

between

JINGLE NETWORKS, INC.

and

METRO ONE TELECOMMUNICATIONS, INC.






TABLE OF CONTENTS

TELECOM INFORMATION SERVICES AGREEMENT 1

JINGLE NETWORKS, INC. 1

METRO ONE TELECOMMUNICATIONS, INC. 1

1. DEFINITIONS 1

2. SERVICES 1

3. SERVICE STANDARDS 2

4. INTERFACE AND SUPPORT 2

5. COMPENSATION 2

6. TERM 3

7. MARKETING 3

8. INTELLECTUAL PROPERTY 3

9. RECORDS; FINANCIAL INFORMATION 4

10. COMPLAINTS 5

11. CONFIDENTIAL INFORMATION 5

12. INDEMNIFICATION 6

13. DISPUTE RESOLUTION 7

14. TERMINATION 7

15. ASSIGNMENT; BINDING EFFECT 9

16. SURVIVAL OF OBLIGATIONS 9

17. INTERPRETATION 9

18. NOTICES 9

19. SEVERABILITY 10

20. INDEPENDENT CONTRACTOR 10

21. NO THIRD PARTY BENEFICIARIES 10

22. FORCE MAJEURE 10

23. LIMITATION OF LIABILITY 11












24. WAIVER 11

25. APPLICABLE LAW 11

26. ENTIRE AGREEMENT 12

27. AFFILIATES 12

28. NASD APPROVAL 12

29. REGISTRATION RIGHTS AGREEMENT 12

EXHIBIT 1 DEFINITIONS

EXHIBIT 2 TELECOM INFORMATION SERVICES TO BE PROVIDED

EXHIBIT 3 SERVICE STANDARDS

EXHIBIT 3A PROCEDURES MANUAL

EXHIBIT 4 PRINCIPLE SITES FOR PROVISION OF SERVICE

EXHIBIT 5 CALL VOLUME AND COMPENSATION RATES FOR SERVICES

EXHIBIT 6 INVOICE

EXHIBIT 7 FAILURE NOTICE










TELECOM INFORMATION SERVICES AGREEMENT

THIS TELECOM INFORMATION SERVICES AGREEMENT (this "Agreement") is entered into as of the 1st day of July, 2006, by and between Jingle Networks, Inc., a corporation organized under the laws of Delaware ("CUSTOMER"), and Metro One Telecommunications, Inc., an Oregon Corporation ("Metro One"), (collectively, " the Parties" and each being a "Party").

WHEREAS, CUSTOMER provides free consumer telephone directory service supported by advertising;

WHEREAS, Metro One provides certain telecom information services, including directory assistance and certain data services, as provided below; and

WHEREAS, the parties desire that Metro One provide its directory assistance services to Callers (defined below) routed by CUSTOMER to Metro One.

NOW, THEREFORE, in consideration of the foregoing premises, the mutual covenants and agreements contained herein, the reliance by each party hereon, and for other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the Parties agree as follows:

1. Definitions.

For purposes of this Agreement (including the Exhibits), capitalized terms will have the meanings set forth in Exhibit 1 or as otherwise defined herein or in other Exhibits.

2. Services.

a . Services. Metro One will provide directory assistance to Callers as set forth in Exhibit 2 ( the "Services").

b. Routing of Calls. At CUSTOMER92s expense, CUSTOMER will route, or cause to be routed, to Metro One calls requiring Services. Prior to routing Calls to Metro One, CUSTOMER92s automated directory assistance equipment may have answered the Call, but have been unable to provide the needed directory assistance.

c. Preferred Provider . During the term of this Agreement and Subject to Exhibit 5, CUSTOMER agrees that Metro One is the Preferred Provider of CUSTOMER. CUSTOMER may terminate Metro One92s Preferred Provider status at any time; provided that the warrants granted to CUSTOMER pursuant to Section 5(d) will be terminated. Metro One acknowledges that CUSTOMER is party to an agreement with another operator services provider which requires it to deliver 4.5 million calls per month to such other provider and it is possible that until such time as CUSTOMER has enough calls to provide Metro One with a number of calls that exceeds this amount, CUSTOMER shall not be in breach of the Preferred Provider clause of this agreement.



*** Certain information in this exhibit has been omitted and filed separately with the commission. Confidential treatment has been requested with respect to the omitted portions.

1





3. Service Standards.

The Services to be provided by Metro One will be provided in a workmanlike and commercially reasonable manner, in accordance with industry standards, in compliance with all applicable state, federal or local laws, regulations or statutes and as further described in the Standards for the Services in Exhibit 3.

4. Interface and Support.

a. Metro One Facilities and Equipment . Metro One will maintain adequate office facilities, support facilities and other facilities and equipment to enable it to perform its obligations under this Agreement.

b. Telecommunications Facilities and Equipment . CUSTOMER will, at its expense, establish and maintain all telecommunications circuits needed to deliver Calls to Metro One92s designated demarcation point(s) consistent with Exhibit 4. Metro One currently accepts calls in traditional MF and SS-7 signaling. CUSTOMER92s intention is to deliver Calls using IP signaling and shall, at its expense, provide Metro One with the hardware and software necessary to convert IP signaling to another signaling type to be mutually agreed by the Parties. CUSTOMER will provide a hot spare at each Metro One facility where IP traffic is terminated. Metro One will provide the rack space, electrical and HVAC for the hardware provided by CUSTOMER, and CUSTOMER will provide any required software updates and perform any necessary maintenance to the software or hardware. Any hardware provided by CUSTOMER hereunder will be returned to CUSTOMER within thirty (30) days following expiration or termination of this Agreement. Metro One will be responsible for establishing, maintaining, and paying for all other telecommunications facilities and equipment necessary to perform the Services. Metro One shall provide to CUSTOMER within 1 week of the date of this Agreement the specific physical address at which CUSTOMER will have its transport lines terminated. All routing from this location within Metro One92s network is at Metro One92s own expense. [***]

5. Compensation.

a. Rate. CUSTOMER will pay Metro One for Services at the rates listed and for the amounts provided in Exhibit 5.

b. Call Counts. Metro One will provide CUSTOMER with call count volume records in the format shown in Exhibit 6 by the tenth of each month for the previous month92s calls, which records will accompany Metro One92s invoice to CUSTOMER.

c. Invoices and Payment Terms . Invoices covering the charges for each month in the form shown in Exhibit 6 will be mailed electronically to CUSTOMER on or before the [***] . CUSTOMER will make payment to Metro One of the undisputed amount within fifteen (15) days of the date an invoice is received. A late charge computed at a rate of 1.5% per month will be assessed on amounts



*** Certain information in this exhibit has been omitted and filed separately with the commission. Confidential treatment has been requested with respect to the omitted portions.

2






past due over fifteen (15) days from the date the invoice is received until paid. CUSTOMER may dispute any payment which CUSTOMER in good faith believes is incorrect by providing Metro One written notice of such disputed amount and the reasons for the dispute no later than five (5) business days after receipt of invoice. The parties shall cooperate in good faith to resolve the disputed amount within five (5) days of the receipt of CUSTOMER92s timely notice of dispute of the invoice. Should the parties be unable to resolve the dispute within such five (5) day period, CUSTOMER shall pay the disputed amount into the escrow provided for in Exhibit 5, which amount shall be held and administered as there provided pending final resolution of the dispute in accordance with this Agreement.

d. Warrants. As consideration under this Agreement, Metro One shall issue to CUSTOMER certain warrants to purchase shares of common stock of Metro One (the "Warrants" ), as further provided in the Warrants entered into by the parties as of the date of this Agreement.

e. Invoice Address . Monthly invoices will be mailed by Metro One to CUSTOMER at the following address:

[***]

6. Term.

Subject to earlier termination as provided expressly in this Agreement, the term of this Agreement will commence on the date of this Agreement and will expire on a date three (3) years from the Launch Date, as set forth in Exhibit 1, and shall be renewed annually for up to two (2) additional years if, with respect to such renewal periods, notice of such termination is not given by one Party to the other Party at least sixty (60) days prior to commencement of such renewal period.

7. Marketing.

Subject to the provisions of Section 8 below, CUSTOMER shall be solely responsible for the manner of and cost of its publicizing, advertising and marketing of its business that results in the routing of Calls to Metro One.

8. Intellectual Property

a. CUSTOMER will continue to own its trademarks, service marks, proprietary product features, and other intellectual property related thereto, and Metro One shall acquire no rights in such marks, proprietary product features and intellectual properties related thereto, other than the non-exclusive license set forth in this Section 8. Metro One acknowledges the validity of CUSTOMER92s marks, proprietary product features and intellectual properties related thereto, and will not challenge or assist others in challenging the validity and CUSTOMER92s sole ownership of such marks.

b. Metro One will continue to own its trademarks, service marks, proprietary product features, and other intellectual property related thereto, and CUSTOMER will acquire no rights in such marks, proprietary product features and intellectual



*** Certain information in this exhibit has been omitted and filed separately with the commission. Confidential treatment has been requested with respect to the omitted portions.

3






properties related thereto, other than the non-exclusive license set forth in this Section 8. CUSTOMER acknowledges the validity of Metro One92s marks, proprietary product features and intellectual properties related thereto, and will not challenge or assist others in challenging the validity and Metro One92s sole ownership thereof.

c. Each Party acknowledges the goodwill associated with the other92s trademarks and service marks. Except as provided herein, neither Party will use any mark owned by the other without the other Party92s prior written consent. Neither Party will register any of the other Party92s trademarks, service marks or trade names.

d. Metro One hereby grants CUSTOMER a non-exclusive, non-transferable, non-assignable personal license to use it92s trademarks, service marks, proprietary product features and intellectual properties related thereto in CUSTOMER92S marketing and provision of Services during the Term of this Agreement. CUSTOMER hereby grants Metro One a non-exclusive license to use its trademarks, service marks, proprietary product features and intellectual properties related thereto in its corporate communication to identify CUSTOMER as a carrier customer of Metro One during the Term of this Agreement

e. All use of CUSTOMER92S marks by Metro One will inure to the benefit of CUSTOMER consistent with this Agreement. All use of Metro One92s marks by CUSTOMER will inure to the benefit of Metro One consistent with this Agreement.

f. If a Party uses a mark owned by the other, the use of the mark will be used only in accordance with the guidance and directions furnished by the owner of the mark, and the quality of any associated goods or services must always be satisfactory to the owner of the mark.

g. All features covered by Metro One92s patents shall be non-exclusively licensed to Customer for use in the delivery of Services provided by Metro One pursuant to this Agreement for the duration of the Agreement, and unless otherwise expressly agreed by Metro One, shall be non-transferable, non-assignable and personal to CUSTOMER for such limited use.

h. The Parties agree that it would be difficult to measure the monetary damages that would be incurred by a Party by reason of the failure of the other Party to comply with the terms of this Section 8. The Parties therefore agree that either Party may seek injunctive relief, which the Parties agree is appropriate for enforcement of this Section 8.

9. Records; Financial Information.

a. Both Parties will maintain complete and accurate records of each Call routed to Metro One, and will provide the other access to such records upon request. Records will be in a format mutually agreed in writing and will include the following:

i. The time the Call is received;

ii. The CUSTOMER provided unique identifier digits routed with the Call;



*** Certain information in this exhibit has been omitted and filed separately with the commission. Confidential treatment has been requested with respect to the omitted portions.

4






iii. The result Metro One returns to CUSTOMER based on Caller92s request.

b. [***]

10. Complaints.

Both Parties will refrain from any action that could reasonably be anticipated to discredit or damage the name, reputation, goodwill or good public relations of the other. Each Party will use its commercially reasonable best efforts to investigate and respond to all oral or written complaints received by CUSTOMER or Metro One from any Caller arising out of or in connection with such party92s obligations under this Agreement.

11. Confidential Information.

a. With respect to Confidential Information provided by one Party to the other, the receiving Party agrees to (i) hold the Confidential Information in confidence and to protect it; (ii) restrict disclosure of the Confidential Information solely to those employees, contractors and agents of the receiving party with a need-to-know to carry out the respective obligations of the receiving Party under this Agreement and not disclose it to any third party (including any Affiliates not a party to this Agreement); (iii) advise the employees, contrac
-- End of Preview --
Home| About Us| FAQ| Subscription | Contact Us |

Privacy Policy   Terms of Service  54.221.145.174