CONSUMER SERVICE NUMBER. Licensee shall have the obligation to use and promote and a nonexclusive right to make use of any toll free national consumer service number that may be designated by Licensor (the "Consumer Service Number") as a toll free service to Licensee's customers and prospective customers in the Licensed Territory and in connection therewith to use the Mark or Marks associated therewith, and in accordance with the foll▇▇▇▇g terms and conditions: (a) Subject to the provisions of Section 4.J.1.(e) below, Licensor may, from time to time, establish and maintain a national consumer service telephone number, operated twenty-four hours a day, seven days a week. Currently the number established by Licensor is 1-800-CELL ONE (1-800-235-5663). Licensee shall participate in an arrangement with ▇▇▇ ▇▇▇▇ ▇▇▇lular One Group License Agreement 23 10/18/99 distance carrier (the "Long Distance Carrier") which provides for a network-based routing system to cause such calls to the Consumer Service Number from customers and prospective customers of Licensee in the Licensed Territory (including customers of Licensee roaming from the Licensed Territory) to be automatically (i) routed to Licensee, or to a designated center as further described below or (ii) provided with a prerecorded intercept announcement or (iii) routed as may be required pursuant to Section IV.J.3. below or any agreement entered into by Licensee pursuant thereto. It is anticipated that Licensee will provide customers and prospective customers calling the Consumer Service Number with assistance, information and/or promotional literature in response to inquiries concerning such matters as activation, suspension or disconnection of service, service plans, promotions, billing, pricing, roaming, dialing instructions, access numbers, feature codes, the locations, hours of operation and telephone numbers of offices, authorized repair facilities and sources for batteries, parts and accessories, and such other matters as may be set forth in the Quality Standards as amended from time to time. (b) Licensor may include in the Quality Standards as amended from time to time requirements and suggestions for the operation of the Consumer Service Number program, including the services which Licensee must have the capability of offering during various times to callers to the Consumer Service Number which are routed to the Licensee by the Long Distance Carrier, and other materials as Licensor deems appropriate. Licensor may also, in its discretion, expand or introduce new features to the Consumer Service Number program and may afford Licensee the opportunity to participate therein by executing an addendum to this Agreement or other suitable document. (c) From time to time, at its sole election, Licensor may select and designate a substitute telephone number to serve as the Consumer Service Number and Licensee shall take such steps as shall be necessary to utilize such substituted number in place of the prior telephone number serving as the Consumer Service Number and shall cease any use of such prior number in accordance with any schedule reasonably promulgated by Licensor with regard thereto. (d) In addition to the Consumer Service Number program, Licensor may establish similar programs for other forms of wireless telephony (the "Other 800 Programs"). To the extent that the Primary Services or Core Products include such forms of wireless telephony, Licensee shall participate in the Other 800 Programs designed therefor. (e) Licensor shall have the right, in its discretion, at any time or from time to time, upon one hundred twenty (120) days' written notice to Licensee, to suspend, or temporarily or permanently eliminate any or all Consumer Service Numbers and the use thereof by Licensee. 2. Licensee shall establish and maintain adequate staffing and telephone capacity in relation to the subscriber base and call volume of the Licensed Territory, in order to promptly and adequately receive and respond to calls routed to Licensee through the Consumer Service Number; provided however, that Licensee may establish a centralized location with such capabilities to serve multiple markets for which Licensee has entered into a License Agreement with Licensor, if applicable. Licensee agrees that it will not impose any airtime charges or other Cellular One Group License Agreement 24 10/18/99 charges upon the caller for calls made to the Consumer Service Number, whether such calls are made by customers, prospective customers, roamers or otherwise. Licensee shall cause its billing department or, if applicable, use its best efforts to cause each of its billing companies or providers of Primary Services, to nonrate calls to the Consumer Service Number made from the Licensed Territory, and to delete any per diem roaming fees if calls from the Licensed Territory to the Consumer Service Number are the only roamer calls made during the twenty-four hour daily billing period. Licensee shall offer credit card roaming capability for its customers, with respect to the Licensed Territory, for the purpose of allowing call processing for customers with validation problems when the serving switch in the home market is not accessible. 3. Within thirty (30) days of the Effective Date of this License Agreement, Licensee shall be providing service to customers and prospective customers in accordance with the Quality Standards twenty four (24) hours a day, three hundred sixty-five days a year. Licensee may phase in such customer service operations over a period not to exceed six (6) months following the Effective Date hereof, but within (30) days after the Effective Date of this Agreement, Licensee shall, at a minimum, promptly accept and fully respond to all calls routed to Licensee through the Consumer Service Number from 8:00 a.m. to 6:00 p.m., local time, Monday through Friday, excluding national holidays. During such times, the calls routed to the Licensed Territory by the Long Distance Carrier must be handled by Licensee's own or contracted service personnel (other than answering services) unless other arrangements satisfactory to Licensor are made, and the various types of callers (customers, roamers, prospects, etc.) must be provided with service respecting at least those categories as set forth in the Quality Standards. Outside of such times, (i) Licensee has the option of handling the calls with its own or contracted service personnel (other than answering services), arranging for other licensees in good standing of the Marks to handle the calls, arranging for third parties acceptable to Licensor to handle the calls, or arranging for the calls to be answered by an automated voice response system, with live operator backup preferred (although a response system with the capability for the caller to leave a recorded message will be acceptable); and (ii) not later than six (6) complete calendar months following the Effective Date of this License Agreement, such callers must be provided with service respecting at least those categories as set forth in the Quality Standards for such times. 4. Licensee shall at its own expense include the Consumer Service Number in Licensee's telephone directory listings for the Licensed Territory, including "White Pages" and "Yellow Pages" listings (under "Cellular Telephones", "Mobile Telephones," "Radiotelephones" or other category denoting telecommunications services and equipment, as appropriate), and in Licensee's promotional and marketing materials. Licensee agrees to actively promote the Consumer Service Number in the Licensed Territory, but may also utilize its own toll free numbers or other numbers in the Licensed Territory. 5. Licensor shall in no event be liable by reason of any act or omission of Licensee or any third party licensee in the conduct of its business or for any claim or judgment arising therefrom or for any claim or judgment by third parties (including without limitation, the Long Distance Carrier, Licensee's customers, prospective customers, dealers, retailers, agents, resellers, or the like) arising from or relating to the establishment and the operation of the Consumer Service Number, and Licensee shall indemnify and hold Licensor, Licensor's employees, Cellular One Group License Agreement 25 10/18/99 the Partnership Partners and their affiliates, and their respective officers, directors, employees and stockholders, harmless from and against any and all claims and judgments, as well as the costs, including attorneys' fees, of defending against them. Licensee acknowledges that Licensor shall not be responsible for any direct, consequential or incidental damages of any kind resulting from or relating to the Consumer Service Number, the related program or the operation thereof, or the acts or omissions of the Long Distance Carrier, including without limitation, damages relating to possible loss of customers or prospective customers by Licensee or its dealers, retailers, agents, resellers, or the like. 6. Licensee agrees to promptly provide the Long Distance Carrier with such complete current and reserve cellular NPA/NXX listings and other information and data as may be reasonably requested by the Long Distance Carrier to permit the Long Distance Carrier to provide an efficient and effective routing of calls and delivery of intercept announcements to Licensee and to assure that calls which should be routed to other licensees of the Consumer Service Number are not being affected by Licensee's arrangements with the Long Distance Carrier. All payments and other similar arrangements which may be necessary to permit the Long Distance Carrier to route calls or provide intercept services and prerecorded announcements to callers shall also be the responsibility of Licensee, and Licensor shall have no obligation or liability whatsoever with respect thereto. To the extent that Licensor shall make any such payments on behalf of Licensee as a convenience or to facilitate the Consumer Service Number program, Licensee shall promptly reimburse Licensor. Licensee agrees to promptly provide directly to Licensor and/or to cause the Long Distance Carrier to promptly provide to Licensor such information as Licensor may from time to time reasonably request in order to permit Licensor to protect the Marks and/or to ascertain Licensee's compliance with Licensee's obligations under this Agreement. 7. In the event Licensee's agreement with the Long Distance Carrier expires or is terminated for any reason with respect to any market in the Licensed Territory, Licensee's rights with respect to the Consumer Service Number and all related Marks shall automatically terminate with respect to such market. In the event Licensor decides to discontinue the Consumer Service Number or the related program, Licensor may terminate Licensee's rights with respect to the Consumer Service Number and all related Marks upon ninety (90) days prior written notice to Licensee. 8. The parties agree that Licensor is not offering herein to resell 800 service or other telecommunications services. Licensee shall have no right to resell 800 service using the Consumer Service Number to any other person or entity. If Licensee chooses to permit its authorized dealers, retailers or agents in the Licensed Territory to use the Consumer Service Number and all related Marks, Licensee acknowledges, for itself and on behalf of its dealers, retailers and agents, that the applicable calls by callers to the Consumer Service Number will be routed by the Long Distance Carrier to Licensee, and not to any such dealers, retailers and agents of Licensee, and that the calls will be toll free and free of roaming and airtime charges upon the callers as set forth above. 9. Licensee acknowledges and agrees that it shall have no ownership interest in the Consumer Service Number, any telephone number, Mark or acronym serving as or associated Cellular One Group Lice▇▇▇ Agreement 26 10/18/99 with a current or previous Consumer Service Number or any agreements relating thereto, notwithstanding any actual or implied agreements between Licensee and the Long Distance Carrier, any tariffs or permits applicable or related to the Consumer Service Number or any contract or course of dealing relating thereto. Without modifying the foregoing, Licensee hereby grants Licensor an irrevocable power of attorney, which shall be coupled with an interest, to act in Licensee's place and stead and to execute and deliver any agreements, instruments, certificates, pleadings or the like reasonably necessary to disclaim any interest by Licensee in the Consumer Service Number, any telephone number, Mark or acronym serving as or associated with a current or previous ▇▇▇sumer Service Number or any agreements relating thereto, and to vest in Licensor full title thereto. In addition, Licensee shall, from time to time, at the request of Licensor or the Long Distance Carrier, promptly execute and deliver such further agreements, instruments, certificates, pleadings and the like as Licensor shall reasonably deem necessary to give effect to this Section IV.J.9.
Appears in 1 contract
Sources: License Agreement (Dobson Sygnet Communications Co)
CONSUMER SERVICE NUMBER. Licensee shall have the obligation to use and promote and a nonexclusive right to make use of any toll free national consumer service number that may be designated by Licensor (the "Consumer Service Number") as a toll free service to Licensee's customers and prospective customers in the Licensed Territory and in connection therewith to use the Mark or Marks associated therewith, and in accordance with the foll▇▇▇▇g terms and conditions:
(a) Subject to the provisions of Section 4.J.1.(e) below, Licensor may, from time to time, establish and maintain a national consumer service telephone number, operated twenty-four hours a day, seven days a week. Currently the number established by Licensor is 1-800-CELL ONE (1-800-235-5663). Licensee shall participate in an arrangement with ▇▇▇ ▇▇▇▇ ▇▇▇lular llular One Group License Agreement 23 10/18/99 distance carrier (the "Long Distance Carrier") which provides for a network-based routing system to cause such calls to the Consumer Service Number from customers and prospective customers of Licensee in the Licensed Territory (including customers of Licensee roaming from the Licensed Territory) to be automatically (i) routed to Licensee, or to a designated center as further described below or (ii) provided with a prerecorded intercept announcement or (iii) routed as may be required pursuant to Section IV.J.3. below or any agreement entered into by Licensee pursuant thereto. It is anticipated that Licensee will provide customers and prospective customers calling the Consumer Service Number with assistance, information and/or promotional literature in response to inquiries concerning such matters as activation, suspension or disconnection of service, service plans, promotions, billing, pricing, roaming, dialing instructions, access numbers, feature codes, the locations, hours of operation and telephone numbers of offices, authorized repair facilities and sources for batteries, parts and accessories, and such other matters as may be set forth in the Quality Standards as amended from time to time.
(b) Licensor may include in the Quality Standards as amended from time to time requirements and suggestions for the operation of the Consumer Service Number program, including the services which Licensee must have the capability of offering during various times to callers to the Consumer Service Number which are routed to the Licensee by the Long Distance Carrier, and other materials as Licensor deems appropriate. Licensor may also, in its discretion, expand or introduce new features to the Consumer Service Number program and may afford Licensee the opportunity to participate therein by executing an addendum to this Agreement or other suitable document.
(c) From time to time, at its sole election, Licensor may select and designate a substitute telephone number to serve as the Consumer Service Number and Licensee shall take such steps as shall be necessary to utilize such substituted number in place of the prior telephone number serving as the Consumer Service Number and shall cease any use of such prior number in accordance with any schedule reasonably promulgated by Licensor with regard thereto.
(d) In addition to the Consumer Service Number program, Licensor may establish similar programs for other forms of wireless telephony (the "Other 800 Programs"). To the extent that the Primary Services or Core Products include such forms of wireless telephony, Licensee shall participate in the Other 800 Programs designed therefor.
(e) Licensor shall have the right, in its discretion, at any time or from time to time, upon one hundred twenty (120) days' written notice to Licensee, to suspend, or temporarily or permanently eliminate any or all Consumer Service Numbers and the use thereof by Licensee.
2. Licensee shall establish and maintain adequate staffing and telephone capacity in relation to the subscriber base and call volume of the Licensed Territory, in order to promptly and adequately receive and respond to calls routed to Licensee through the Consumer Service Number; provided however, that Licensee may establish a centralized location with such capabilities to serve multiple markets for which Licensee has entered into a License Agreement with Licensor, if applicable. Licensee agrees that it will not impose any airtime charges or other Cellular One Group License Agreement 24 10/18/99 charges upon the caller for calls made to the Consumer Service Number, whether such calls are made by customers, prospective customers, roamers or otherwise. Licensee shall cause its billing department or, if applicable, use its best efforts to cause each of its billing companies or providers of Primary Services, to nonrate calls to the Consumer Service Number made from the Licensed Territory, and to delete any per diem roaming fees if calls from the Licensed Territory to the Consumer Service Number are the only roamer calls made during the twenty-four hour daily billing period. Licensee shall offer credit card roaming capability for its customers, with respect to the Licensed Territory, for the purpose of allowing call processing for customers with validation problems when the serving switch in the home market is not accessible.
3. Within thirty (30) days of the Effective Date of this License Agreement, Licensee shall be providing service to customers and prospective customers in accordance with the Quality Standards twenty four (24) hours a day, three hundred sixty-five days a year. Licensee may phase in such customer service operations over a period not to exceed six (6) months following the Effective Date hereof, but within (30) days after the Effective Date of this Agreement, Licensee shall, at a minimum, promptly accept and fully respond to all calls routed to Licensee through the Consumer Service Number from 8:00 a.m. to 6:00 p.m., local time, Monday through Friday, excluding national holidays. During such times, the calls routed to the Licensed Territory by the Long Distance Carrier must be handled by Licensee's own or contracted service personnel (other than answering services) unless other arrangements satisfactory to Licensor are made, and the various types of callers (customers, roamers, prospects, etc.) must be provided with service respecting at least those categories as set forth in the Quality Standards. Outside of such times, (i) Licensee has the option of handling the calls with its own or contracted service personnel (other than answering services), arranging for other licensees in good standing of the Marks to handle the calls, arranging for third parties acceptable to Licensor to handle the calls, or arranging for the calls to be answered by an automated voice response system, with live operator backup preferred (although a response system with the capability for the caller to leave a recorded message will be acceptable); and (ii) not later than six (6) complete calendar months following the Effective Date of this License Agreement, such callers must be provided with service respecting at least those categories as set forth in the Quality Standards for such times.
4. Licensee shall at its own expense include the Consumer Service Number in Licensee's telephone directory listings for the Licensed Territory, including "White Pages" and "Yellow Pages" listings (under "Cellular Telephones", "Mobile Telephones," "Radiotelephones" or other category denoting telecommunications services and equipment, as appropriate), and in Licensee's promotional and marketing materials. Licensee agrees to actively promote the Consumer Service Number in the Licensed Territory, but may also utilize its own toll free numbers or other numbers in the Licensed Territory.
5. Licensor shall in no event be liable by reason of any act or omission of Licensee or any third party licensee in the conduct of its business or for any claim or judgment arising therefrom or for any claim or judgment by third parties (including without limitation, the Long Distance Carrier, Licensee's customers, prospective customers, dealers, retailers, agents, resellers, or the like) arising from or relating to the establishment and the operation of the Consumer Service Number, and Licensee shall indemnify and hold Licensor, Licensor's employees, Cellular One Group License Agreement 25 10/18/99 the Partnership Partners and their affiliates, and their respective officers, directors, employees and stockholders, harmless from and against any and all claims and judgments, as well as the costs, including attorneys' fees, of defending against them. Licensee acknowledges that Licensor shall not be responsible for any direct, consequential or incidental damages of any kind resulting from or relating to the Consumer Service Number, the related program or the operation thereof, or the acts or omissions of the Long Distance Carrier, including without limitation, damages relating to possible loss of customers or prospective customers by Licensee or its dealers, retailers, agents, resellers, or the like.
6. Licensee agrees to promptly provide the Long Distance Carrier with such complete current and reserve cellular NPA/NXX listings and other information and data as may be reasonably requested by the Long Distance Carrier to permit the Long Distance Carrier to provide an efficient and effective routing of calls and delivery of intercept announcements to Licensee and to assure that calls which should be routed to other licensees of the Consumer Service Number are not being affected by Licensee's arrangements with the Long Distance Carrier. All payments and other similar arrangements which may be necessary to permit the Long Distance Carrier to route calls or provide intercept services and prerecorded announcements to callers shall also be the responsibility of Licensee, and Licensor shall have no obligation or liability whatsoever with respect thereto. To the extent that Licensor shall make any such payments on behalf of Licensee as a convenience or to facilitate the Consumer Service Number program, Licensee shall promptly reimburse Licensor. Licensee agrees to promptly provide directly to Licensor and/or to cause the Long Distance Carrier to promptly provide to Licensor such information as Licensor may from time to time reasonably request in order to permit Licensor to protect the Marks and/or to ascertain Licensee's compliance with Licensee's obligations under this Agreement.
7. In the event Licensee's agreement with the Long Distance Carrier expires or is terminated for any reason with respect to any market in the Licensed Territory, Licensee's rights with respect to the Consumer Service Number and all related Marks shall automatically terminate with respect to such market. In the event Licensor decides to discontinue the Consumer Service Number or the related program, Licensor may terminate Licensee's rights with respect to the Consumer Service Number and all related Marks upon ninety (90) days prior written notice to Licensee.
8. The parties agree that Licensor is not offering herein to resell 800 service or other telecommunications services. Licensee shall have no right to resell 800 service using the Consumer Service Number to any other person or entity. If Licensee chooses to permit its authorized dealers, retailers or agents in the Licensed Territory to use the Consumer Service Number and all related Marks, Licensee acknowledges, for itself and on behalf of its dealers, retailers and agents, that the applicable calls by callers to the Consumer Service Number will be routed by the Long Distance Carrier to Licensee, and not to any such dealers, retailers and agents of Licensee, and that the calls will be toll free and free of roaming and airtime charges upon the callers as set forth above.
9. Licensee acknowledges and agrees that it shall have no ownership interest in the Consumer Service Number, any telephone number, Mark or acronym serving as or associated Cellular One Group LiceLic▇▇▇▇ Agreement 26 10/18/99 with a current or previous Consumer Service Number or any agreements relating thereto, notwithstanding any actual or implied agreements between Licensee and the Long Distance Carrier, any tariffs or permits applicable or related to the Consumer Service Number or any contract or course of dealing relating thereto. Without modifying the foregoing, Licensee hereby grants Licensor an irrevocable power of attorney, which shall be coupled with an interest, to act in Licensee's place and stead and to execute and deliver any agreements, instruments, certificates, pleadings or the like reasonably necessary to disclaim any interest by Licensee in the Consumer Service Number, any telephone number, Mark or acronym serving as or associated with a current or previous ▇▇▇sumer Service Number or any agreements relating thereto, and to vest in Licensor full title thereto. In addition, Licensee shall, from time to time, at the request of Licensor or the Long Distance Carrier, promptly execute and deliver such further agreements, instruments, certificates, pleadings and the like as Licensor shall reasonably deem necessary to give effect to this Section IV.J.9.
Appears in 1 contract
Sources: License Agreement (Dobson Sygnet Communications Co)