RESALE AGREEMENT
(New Jersey)
PREFACE
THIS RESALE AGREEMENT (this "Agreement") is made effective as of
August 6, 1999 (the "Effective Date") by and between ▇▇▇▇▇▇▇▇▇.▇▇▇, Inc.
("Reseller"), a Delaware corporation, with offices at Three ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, and ▇▇▇▇ Atlantic - New Jersey, Inc. ("▇▇▇▇
Atlantic"), a New Jersey corporation, with offices at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇.
WHEREAS, pursuant to Section 251(c)(4) of the Act, 47 U.S.C. Section
251(c)(4), Reseller wishes to purchase ▇▇▇▇ Atlantic Retail Telecommunications
Services from ▇▇▇▇ Atlantic for resale by Reseller as a Telecommunications
Carrier providing Telecommunications Services in the State of New Jersey; and
WHEREAS, ▇▇▇▇ Atlantic is willing to provide such ▇▇▇▇ Atlantic Retail
Telecommunications Services in accordance with this Agreement.
NOW THEREFORE, in consideration of the mutual promises set forth in
this Agreement, Reseller and ▇▇▇▇ Atlantic, each on behalf of itself and its
respective successors and assigns, agree as follows:
I. DEFINITIONS
1.1 As used in the Principal Document, the terms listed below shall have
the meanings stated below:
1.1.1 "Act" means the Communications Act of 1934, 47 U.S.C. Section 151,
ET SEQ., as amended from time-to-time.
1.1.2 "Agent" means agent or servant.
1.1.3 "Applicable Law" means all applicable laws and government regulations
and orders.
1.1.4 "▇▇▇▇ Atlantic Ancillary Service" means any service offered by ▇▇▇▇
Atlantic to Reseller in Exhibit I.
1.1.5 "▇▇▇▇ Atlantic Retail Telecommunications Service" means any
Telecommunications Service that ▇▇▇▇ Atlantic provides at retail to
subscribers who are not Telecommunications Carriers. The term "▇▇▇▇
Atlantic Retail Telecommunications
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Service" does not include any exchange access service (as defined in
Section 3(16) of the Act, 47 U.S.C. Section 153(16)) provided by ▇▇▇▇
Atlantic.
1.1.6 "▇▇▇▇ Atlantic Service" means and includes any ▇▇▇▇ Atlantic Retail
Telecommunications Service and any ▇▇▇▇ Atlantic Ancillary Service.
1.1.7 "▇▇▇▇ Atlantic's Affiliates" means any corporations, partnerships or
other persons who control, are controlled by, or are under common control
with, ▇▇▇▇ Atlantic.
1.1.8 "▇▇▇▇ Atlantic's Tariffs" and "▇▇▇▇ Atlantic Tariff" mean and
include:
(a) ▇▇▇▇ Atlantic's effective Federal and state tariffs, as amended by
▇▇▇▇ Atlantic from time-to-time; and,
(b) to the extent ▇▇▇▇ Atlantic Services are not subject to ▇▇▇▇
Atlantic tariffs, any standard agreements and other documents, as amended
by ▇▇▇▇ Atlantic from time-to-time, that set forth the generally available
terms, conditions and prices under which ▇▇▇▇ Atlantic offers such ▇▇▇▇
Atlantic Services.
The terms "▇▇▇▇ Atlantic's Tariffs" and "▇▇▇▇ Atlantic Tariff" do not
include ▇▇▇▇ Atlantic's "Statement of Generally Available Terms and
Conditions for Interconnection, Unbundled Network Elements, Ancillary
Services and Resale of Telecommunications Services" which has been approved
by the Board pursuant to Section 252(f) of the Act, 47 U.S.C. Section
252(f).
1.1.9 "Board" means the New Jersey Board of Public Utilities.
1.1.10 "Contract Period", as used in Section 1.1.25 and Section 6.2, means
a stated period or minimum period of time for which Reseller is required by
this Agreement to subscribe to, use and/or pay for a ▇▇▇▇ Atlantic Service.
1.1.11 "Customer", means and includes customers, subscribers and patrons,
of a Party, purchasers and users of Telecommunications Services (including,
but not limited to, resold ▇▇▇▇ Atlantic Retail Telecommunications
Services) provided by a Party, and purchasers and users of other services
and products provided by a Party. The term "Customer" does not include a
Party.
1.1.12 "▇▇▇▇ Atlantic Customer" means a Customer of ▇▇▇▇ Atlantic.
1.1.13 "Customer Information" means CPNI of a Customer and any other
nonpublic, individually identifiable information about a Customer or the
purchase by a Customer of the services or products of a Party.
1.1.14 "Customer Proprietary Network Information" ("CPNI") means "Customer
Proprietary Network Information" as defined in Section 222 of the Act, 47
U.S.C. Section 222.
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1.1.15 "Effective Date" means the date first above written.
1.1.16 "Jurisdiction" means the State of New Jersey.
1.1.17 "Operator Services" means: (a) services accessed by dialing 411,
555-1212, ▇-▇▇▇-▇▇▇▇, 0+ local, 0+ intraLATA, and, 0-; and, (b) any other
automated or live operator or directory assistance service.
1.1.18 "Order" means an order or application.
1.1.19 "Principal Document" means this document, including the Preface,
Sections 1 through 39, the signature page, Exhibit I, Exhibit II, and
Exhibit II, Attachment I.
1.1.20 "Reseller Customer" means a Customer of Reseller.
1.1.21 "Retail Prices" means the prices at which ▇▇▇▇ Atlantic Retail
Telecommunications Services are provided by ▇▇▇▇ Atlantic at retail to
subscribers who are not Telecommunications Carriers.
1.1.22 "Telecommunications Carrier" means "Telecommunications Carrier" as
defined in Section 3(44) of the Act, 47 U.S.C. Section 153(44).
1.1.23 "Telecommunications Service" means "Telecommunications Service" as
defined in Section 3(46) of the Act, 47 U.S.C. Section 153(46).
1.1.24 "Telephone Exchange Service" means "Telephone Exchange Service" as
defined in Section 3(47) of the Act, 47 U.S.C. Section 153(47).
1.1.25 "Termination Date ▇▇▇▇ Atlantic Service" means: (a) any ▇▇▇▇
Atlantic Service being provided by ▇▇▇▇ Atlantic under this Agreement at
the time of termination of this Agreement, that at the time of termination
of this Agreement is subject to a Contract Period which is greater than one
(1) month; and, (b) any ▇▇▇▇ Atlantic Service requested by Reseller under
this Agreement in an Order accepted by ▇▇▇▇ Atlantic prior to termination
of this Agreement but not yet being provided by ▇▇▇▇ Atlantic at the time
of termination of this Agreement, that is subject to an initial Contract
Period which is greater than one (1) month.
1.2 Unless the context clearly indicates otherwise, any defined term
which is defined or used in the singular shall include the plural, and any
defined term which is defined or used in the plural shall include the
singular.
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2. THE AGREEMENT
2.1 This Agreement includes: (a) the Principal Document; (b) ▇▇▇▇
Atlantic's Tariffs (which ▇▇▇▇ Atlantic Tariffs are incorporated into this
Agreement by reference and made a part hereof); and, (c) a Reseller Order
to provide, change or terminate a ▇▇▇▇ Atlantic Service, which has been
accepted by ▇▇▇▇ Atlantic (including, but not limited to, any Order which
includes a commitment to purchase a stated number or minimum number of
lines or other ▇▇▇▇ Atlantic Services, or a commitment to purchase lines or
other ▇▇▇▇ Atlantic Services for a stated period or minimum period of
time).
2.2 Conflicts among terms in the Principal Document, ▇▇▇▇ Atlantic's
Tariffs, and a Reseller Order which has been accepted by ▇▇▇▇ Atlantic,
shall be resolved in accordance with the following order of precedence,
where the document identified in subsection "(a)" shall have the highest
precedence: (a) the Principal Document; (b) ▇▇▇▇ Atlantic's Tariffs; and,
(c) a Reseller Order which has been accepted by ▇▇▇▇ Atlantic. The fact
that a term appears in the Principal Document but not in a ▇▇▇▇ Atlantic
Tariff, or in a ▇▇▇▇ Atlantic Tariff but not in the Principal Document,
shall not be interpreted as, or deemed grounds for finding, a conflict for
the purposes of this Section 2.2.
2.3 This Agreement (including the Principal Document, ▇▇▇▇ Atlantic's
Tariffs, and Reseller Orders which have been accepted by ▇▇▇▇ Atlantic),
constitutes the entire agreement between the Parties on the subject matter
hereof, and supersedes any prior or contemporaneous agreement,
understanding, or representation on the subject matter hereof. Except as
otherwise provided in the Principal Document, the terms in the Principal
Document may not be waived or modified except by a written document which
is signed by the Parties. Subject to the requirements of Applicable Law,
▇▇▇▇ Atlantic shall have the right to add, modify, or withdraw, a ▇▇▇▇
Atlantic Tariff at any time, without the consent of, or notice to,
Reseller.
2.4 A failure or delay of either Party to enforce any of the provisions of
this Agreement, or any right or remedy available under this Agreement or at
law or in equity, or to require performance of any of the provisions of
this Agreement, or to exercise any option provided under this agreement,
shall in no way be construed to be a waiver of such provisions, rights,
remedies, or options.
3. ▇▇▇▇ ATLANTIC SERVICES
3.1 During the term of this Agreement, Reseller, pursuant to Section 251
(c)(4) of the Act, 47 U.S.C. Section 251(c)(4), may submit Orders to ▇▇▇▇
Atlantic requesting ▇▇▇▇ Atlantic to provide ▇▇▇▇ Atlantic Retail
Telecommunications Services for resale by Reseller as a Telecommunications
Carrier providing Telecommunications Services.
3.2 During the term of this Agreement, Reseller may submit Orders to ▇▇▇▇
Atlantic requesting ▇▇▇▇ Atlantic to provide ▇▇▇▇ Atlantic Ancillary
Services for use by Reseller as a Telecommunications Carrier providing
Telecommunications Services.
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3.3 ▇▇▇▇ Atlantic may require that Reseller's Orders requesting ▇▇▇▇
Atlantic to provide ▇▇▇▇ Atlantic Services be in writing on forms specified
by ▇▇▇▇ Atlantic or in an electronic form specified by ▇▇▇▇ Atlantic.
3.4 Upon receipt and acceptance by ▇▇▇▇ Atlantic of a Reseller Order
requesting ▇▇▇▇ Atlantic to provide a ▇▇▇▇ Atlantic Service, ▇▇▇▇ Atlantic
shall provide, and Reseller shall subscribe to, use and pay for, the ▇▇▇▇
Atlantic Service, in accordance with this Agreement.
3.5 ▇▇▇▇ Atlantic Retail Telecommunications Services may be purchased by
Reseller under this Agreement only for the purpose of resale by Reseller as
a Telecommunications Carrier providing Telecommunications Services,
pursuant to Section 251(c)(4) of the Act, 47 U.S.C. Section 251(c)(4). ▇▇▇▇
Atlantic Retail Telecommunications Services to be purchased by Reseller for
other purposes (including, but not limited to, Reseller's own use) must be
purchased by Reseller pursuant to separate written agreements, including,
but not limited to, applicable ▇▇▇▇ Atlantic Tariffs. Reseller warrants and
agrees that Reseller will purchase ▇▇▇▇ Atlantic Retail Telecommunications
Services from ▇▇▇▇ Atlantic under this Agreement only for the purpose of
resale by Reseller as a Telecommunications Carrier providing
Telecommunications Services, pursuant to Section 251(c)(4) of the Act, 47
U.S.C. Section 251(c)(4).
3.6 ▇▇▇▇ Atlantic Ancillary Services may be purchased by Reseller under
this Agreement only for use by Reseller as a Telecommunications Carrier
providing Telecommunications Services. ▇▇▇▇ Atlantic Ancillary Services to
be purchased by Reseller for other purposes must be purchased by Reseller
pursuant to separate written agreements, including, but not limited to,
applicable ▇▇▇▇ Atlantic Tariffs. Reseller warrants and agrees that
Reseller will purchase ▇▇▇▇ Atlantic Ancillary Services from ▇▇▇▇ Atlantic
under this Agreement only for use by Reseller as a Telecommunications
Carrier providing Telecommunications Services.
3.7 Subject to the requirements of Applicable Law, ▇▇▇▇ Atlantic shall have
the right to add, modify, grandfather, discontinue or terminate ▇▇▇▇
Atlantic Services at any time, without the consent of Reseller.
4. PRICES
4.1 Reseller shall pay ▇▇▇▇ Atlantic for ▇▇▇▇ Atlantic Services at the
prices stated in this Agreement, including, but not limited to, in
Exhibit II, Attachment 1.
4.2 If, prior to establishment of a ▇▇▇▇ Atlantic Service, Reseller cancels
or changes its Order for the ▇▇▇▇ Atlantic Service, Reseller shall
reimburse ▇▇▇▇ Atlantic for the costs associated with such cancellation or
changes as required by this Agreement (including, but not limited to, ▇▇▇▇
Atlantic's Tariffs).
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4.3 Upon request by ▇▇▇▇ Atlantic, Reseller shall provide to ▇▇▇▇ Atlantic
adequate assurance of payment of charges due to ▇▇▇▇ Atlantic. Assurance of
payment of charges may be requested by ▇▇▇▇ Atlantic: (a) if Reseller, in
▇▇▇▇ Atlantic's reasonable judgment, at the Effective Date or at any time
thereafter, is unable to show itself to be creditworthy; (b) if Reseller,
in ▇▇▇▇ Atlantic's reasonable judgment, at the Effective Date or at any
time thereafter, is not creditworthy; or, (c) if Reseller fails to timely
pay a ▇▇▇▇ rendered to Reseller by ▇▇▇▇ Atlantic. Unless otherwise agreed
by the Parties, the assurance of payment shall be in the form of a cash
deposit and shall be in an amount equal to the charges for ▇▇▇▇ Atlantic
Services that Reseller may reasonably be expected to incur during a period
of two (2) months. ▇▇▇▇ Atlantic may at any time use the deposit or other
assurance of payment to pay amounts due from Reseller.
5. BILLING AND PAYMENT
5.1 Except as otherwise permitted or required by this Agreement, or agreed
in writing by the Parties, ▇▇▇▇ Atlantic shall render bills to Reseller
monthly. Except as otherwise agreed in writing by the Parties, ▇▇▇▇
Atlantic will render bills to Reseller in a paper form.
5.2 Reseller shall pay ▇▇▇▇ Atlantic's bills in immediately available U.S.
funds. Except as otherwise agreed in writing by the Parties, payments shall
be transmitted by electronic funds transfer.
5.3 Payment of charges shall be due by the due date stated on ▇▇▇▇
Atlantic's bills. Except as otherwise required by ▇▇▇▇ Atlantic's Tariffs
or agreed in writing by the Parties, the due date shall not be sooner than
twenty (20) days after the date the ▇▇▇▇ is received by Reseller.
5.4 Charges which are not paid by the due date stated on ▇▇▇▇ Atlantic's
▇▇▇▇ shall be subject to a late payment charge. The late payment charge
shall be in an amount specified by ▇▇▇▇ Atlantic, which shall not exceed a
rate of one-and-one-half percent (1.5%) of the over-due amount (including
any unpaid, previously billed late payment charges) per month.
5.5 Reseller acknowledges and agrees that:
5.5.1 During the term of this Agreement, ▇▇▇▇ Atlantic will be engaged in
developing and deploying new or modified forms of bills for
Telecommunications Carriers who are engaged in the resale of ▇▇▇▇ Atlantic
Retail Telecommunications Services and new or modified systems and methods
for computing and rendering such bills.
5.5.2 Prior to the completion of deployment of such new or modified forms
of bills and such new or modified systems and methods for computing and
rendering bills,
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▇▇▇▇ Atlantic's form of ▇▇▇▇ and systems and methods for computing and
rendering bills may be subject to limitations and restrictions, including,
but not limited to, the limitations stated in Section 5.5.3, below, the
inability to provide Reseller with a single, consolidated ▇▇▇▇ for all ▇▇▇▇
Atlantic Services purchased by Reseller, and the unavailability of bills
and billing information in an electronic form (e.g., bills may be rendered
in a paper form).
5.5.3 Prior to the completion of deployment of the new or modified forms of
bills and the new or modified systems and methods for computing and
rendering bills, ▇▇▇▇ Atlantic may apply the discount identified in Exhibit
II, Section 1.1, in a manner (including, but not limited to, in a "bottom-
of-the-▇▇▇▇" format) that results in the Exhibit II, Section 1.1 discount
being applied to charges stated in the ▇▇▇▇ (including, but not limited to,
Subscriber Line Charges, Federal Line Cost Charges, end user common line
charges, carrier selection and change charges, Audiotex Service charges,
and charges for services which are not ▇▇▇▇ Atlantic Retail
Telecommunications Services) which are not subject to the Exhibit II,
Section 1.1 discount. ▇▇▇▇ Atlantic will implement a "true-up" process and
within six (6) months after the due date of each monthly ▇▇▇▇, issue to
Reseller a "true-up" ▇▇▇▇ for amounts which were not collected from
Reseller under the monthly ▇▇▇▇ because of the application of the
Exhibit II, Section 1.1 discount to charges which are not subject to the
Exhibit II, Section 1.1 discount. The "true-up" ▇▇▇▇ may be issued as a
part of or an entry on a monthly ▇▇▇▇, as a ▇▇▇▇ separate from a monthly
▇▇▇▇, or in such other form as ▇▇▇▇ Atlantic may determine.
5.6 Although it is the intent of ▇▇▇▇ Atlantic to submit timely and
accurate bills, failure by ▇▇▇▇ Atlantic to present bills (including,
but not limited to, monthly bills and "true-up" bills) to Reseller in a
timely or accurate manner shall not constitute a breach or default of
this Agreement, or a waiver of a right of payment of the incurred
charges, by ▇▇▇▇ Atlantic. Reseller shall not be entitled to dispute
charges for ▇▇▇▇ Atlantic Services provided by ▇▇▇▇ Atlantic based on
▇▇▇▇ Atlantic's failure to submit a ▇▇▇▇ for the charges in a timely
fashion.
6. TERM
6.1 The term of this Agreement shall commence on the Effective Date, and,
except as otherwise provided in this Agreement, shall remain in effect
through August 5, 2000 (the "Initial Term Ending Date). After the Initial
Term Ending Date, this Agreement shall continue in force and effect unless
and until terminated as provided in this Agreement. Following the Initial
Term Ending Date, either Party may terminate this Agreement by providing
written notice of termination to the other Party, such written notice to be
provided at least ninety (90) days in advance of the date of termination.
6.2 Following termination of this Agreement pursuant to Section 6.1, this
Agreement, as amended from time to time, shall remain in effect as to any
Termination Date ▇▇▇▇ Atlantic Service for the remainder of the Contract
Period applicable to such Termination Date ▇▇▇▇ Atlantic Service at the
time of the termination of this Agreement.
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If a Termination Date ▇▇▇▇ Atlantic Service is terminated prior to the
expiration of the Contract Period applicable to such Termination Date ▇▇▇▇
Atlantic Service, Reseller shall pay any termination charge provided for in
this Agreement.
7. SERVICE INSTALLATION AND MAINTENANCE
Reseller shall comply with ▇▇▇▇ Atlantic's processes and procedures
(including, but not limited to, requirements by ▇▇▇▇ Atlantic that Reseller
use ▇▇▇▇ Atlantic OSS Services) for the communication to ▇▇▇▇ Atlantic of
(a) Reseller's Orders to provide, change or terminate, ▇▇▇▇ Atlantic
Services, and (b) Reseller's requests for information about, assistance in
using, or repair or maintenance of, ▇▇▇▇ Atlantic Services. ▇▇▇▇ Atlantic
may, from time-to-time, upon notice to Reseller, change these processes and
procedures.
8. ASSIGNMENT
8.1 Reseller shall not assign this Agreement or any right or interest under
this Agreement, nor delegate any obligation under this Agreement, without
the prior written approval of ▇▇▇▇ Atlantic, which approval shall not be
unreasonably withheld, conditioned or delayed. Any attempted assignment or
delegation in contravention of the foregoing shall be void and ineffective.
8.2 ▇▇▇▇ Atlantic may, without the consent of Reseller, assign this
Agreement or any right or interest under this Agreement, and/or delegate
any obligation under this Agreement, to any of ▇▇▇▇ Atlantic's Affiliates,
or to a person with which ▇▇▇▇ Atlantic merges or which acquires
substantially all of ▇▇▇▇ Atlantic's assets.
9. AVAILABILITY OF SERVICE
9.1 Subject to the requirements of Applicable Law, ▇▇▇▇ Atlantic shall be
obligated to provide ▇▇▇▇ Atlantic Services to Reseller under this
Agreement only where ▇▇▇▇ Atlantic is able, without unreasonable expense
(as determined by ▇▇▇▇ Atlantic in its reasonable judgment), (a) to obtain,
retain, install and maintain suitable facilities for the provision of such
▇▇▇▇ Atlantic Services, and (b) to obtain, retain and maintain suitable
rights for the provision of such ▇▇▇▇ Atlantic Services.
9.2 ▇▇▇▇ Atlantic's obligation to provide a ▇▇▇▇ Atlantic Retail
Telecommunications Service to Reseller under this Agreement shall be
limited to providing the ▇▇▇▇ Atlantic Retail Telecommunications Service to
Reseller where, and to the same extent, that ▇▇▇▇ Atlantic provides such
▇▇▇▇ Atlantic Retail Telecommunications Service to ▇▇▇▇ Atlantic's own end
user retail Customers.
10. BRANDING
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10.1 Except as stated in Section 10.2, in providing ▇▇▇▇ Atlantic Services
to Reseller, ▇▇▇▇ Atlantic shall have the right, but not the obligation, to
identify the ▇▇▇▇ Atlantic Services with ▇▇▇▇ Atlantic's trade names,
trademarks and service marks. Any such identification of the ▇▇▇▇ Atlantic
Services shall not constitute the grant of a license or other right to
Reseller to use ▇▇▇▇ Atlantic's trade names, trade marks or service marks.
10.2 To the extent required by Applicable Law, upon request by Reseller and
at prices, terms and conditions to be negotiated by Reseller and ▇▇▇▇
Atlantic, ▇▇▇▇ Atlantic shall provide ▇▇▇▇ Atlantic Retail
Telecommunications Services that are identified by Reseller's trade name,
or that are not identified by trade name, trademark or service ▇▇▇▇.
11. CHOICE OF LAW
11.1 The construction, interpretation and performance of this Agreement
shall be governed by the laws of the United States of America and the laws
of Jurisdiction (without regard to Jurisdiction's conflicts of laws rules).
All disputes relating to this Agreement shall be resolved through the
application of such laws.
11.2 Reseller agrees to submit to the jurisdiction of any court, commission
or other governmental entity in which a claim, suit or proceeding which
arises out of or in connection with this Agreement or ▇▇▇▇ Atlantic
Services provided under this Agreement and in which ▇▇▇▇ Atlantic is a
party, is brought.
12. COMPLIANCE WITH APPLICABLE LAW
12.1 Each Party shall in its performance of this Agreement comply with
Applicable Law, including, but not limited to, all applicable regulations
and orders of the Board and the Federal Communications Commission
(hereinafter the "FCC").
12.2 Reseller shall in providing ▇▇▇▇ Atlantic Retail Telecommunications
Services to Reseller Customers comply with Applicable Law, including, but
not limited to, all applicable regulations and orders of the Board and the
FCC.
13. CONFIDENTIAL INFORMATION
13.1 For the purposes of this Section 13, "Confidential Information" means
the following information disclosed by one Party ("Discloser") to the other
Party ("Recipient") in connection with this Agreement:
(a) Customer Information related to a Reseller Customer which is
disclosed by Reseller to ▇▇▇▇ Atlantic (except to the extent that (i) the
Customer Information is subject to publication in a directory, (ii) the
Customer Information is subject to disclosure through an Operator Service
or other Telecommunications Service, or in the course of furnishing
Telecommunications Services, or (iii) the Reseller
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Customer to whom the Customer Information is related, in the manner
required by Applicable Law, has given ▇▇▇▇ Atlantic permission to use
and/or disclose the Customer Information);
(b) Customer Information related to a ▇▇▇▇ Atlantic Customer which is
disclosed by ▇▇▇▇ Atlantic to Reseller (except to the extent that the ▇▇▇▇
Atlantic Customer to whom the Customer Information is related, in the
manner required by Applicable Law, has given Reseller permission to use
and/or disclose the Customer Information);
(c) Information related to specific ▇▇▇▇ Atlantic facilities and
equipment (including, but not limited to, cable-and-pair information) which
is disclosed by ▇▇▇▇ Atlantic to Reseller; and
(d) Any other information which is identified by the Discloser as
Confidential Information in accordance with Section 13.2.
13.2 All information which is to be treated as Confidential Information
under Section 13.1(d) shall:
(a) if in written, graphic, electromagnetic, or other tangible form,
be marked as "Confidential" or "Proprietary"; and
(b) if oral, (i) be identified by the Discloser at the time of
disclosure to be "Confidential" or "Proprietary", and (ii) be set forth in
a written summary which identifies the information as "Confidential" or
"Proprietary" and is delivered by the Discloser to the Recipient within ten
(10) days after the oral disclosure.
Each Party shall have the right to correct an inadvertent failure to
identify information as Confidential Information pursuant to Section
13.1(d) by giving written notification within thirty (30) days after the
information is disclosed. The Recipient shall, from that time forward,
treat such information as Confidential Information.
Notwithstanding any other provision of this Agreement, a Party shall
have the right to refuse to accept receipt of information which the other
Party has identified as Confidential Information pursuant to Section
13.1(d).
13.3 In addition to any requirements imposed by law, including, but not
limited to, 47 U.S.C. Section 222, for a period of five years from the
receipt of Confidential Information from the Discloser, except as otherwise
specified in this Agreement, the Recipient agrees:
(a) to use the Confidential Information only for the purpose of
performing under this Agreement;
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(b) using the same degree of care that it uses with similar
confidential information of its own, to hold the Confidential Information
in confidence and restrict disclosure of the Confidential Information
solely to the Recipient's Affiliates, and the directors, officers and
employees of the Recipient and the Recipient's Affiliates, having a need to
know the Confidential Information for the purpose of performing under this
Agreement. The Recipient's Affiliates and the directors, officers and
employees of the Recipient and the Recipient's Affiliates, shall be
required by the Recipient to comply with the provisions of this Section 13
in the same manner as the Recipient. The Recipient shall be liable for any
failure of the Recipient's Affiliates and the directors, officers and
employees of the Recipient and the Recipient's Affiliates, to comply with
the provisions of this Section 13.
13.4 If the Recipient wishes to disclose the Discloser's Confidential
Information to a third party Agent or contractor, such disclosure must be
mutually agreed to in writing by the Parties to this Agreement, and the
Agent or contractor must have executed a written agreement of
non-disclosure and non-use comparable in scope to the terms of this Section
13.
13.5 The Recipient may make copies of Confidential Information only as
reasonably necessary to perform its obligations under this Agreement. All
such copies shall bear the same copyright and proprietary rights notices as
are contained on the original.
13.6 The Recipient shall return or destroy all Confidential Information
received from the Discloser, including any copies made by the Recipient,
within thirty (30) days after a written request by the Discloser is
delivered to the Recipient, except for (a) Confidential Information that
the Recipient reasonably requires to perform its obligations under this
Agreement, and (b) Customer Information related to a Reseller Customer that
is to be treated by ▇▇▇▇ Atlantic as Confidential Information pursuant to
Section 13.1(a). If the Recipient loses or makes an unauthorized disclosure
of the Discloser's Confidential Information, it shall notify the Discloser
immediately and use reasonable efforts to retrieve the lost or improperly
disclosed information.
13.7 The requirements of this Section 13 shall not apply to Confidential
Information:
(a) which was in the possession of the Recipient free of restriction
prior to its receipt from the Discloser;
(b) after it becomes publicly known or available through no breach of
this Agreement by the Recipient, the Recipient's Affiliates, or the
directors, officers, employees, Agents, or contractors, of the Recipient or
the Recipient's Affiliates;
(c) after it is rightfully acquired by the Recipient free of
restrictions on its disclosure;
11
(d) after it is independently developed by the Recipient; or
(e) to the extent the disclosure is required by Applicable Law, a
court, or governmental agency; provided, the Discloser has been notified of
the required disclosure promptly after the Recipient becomes aware of the
required disclosure, the Recipient undertakes reasonable lawful measures to
avoid disclosing the Confidential Information until the Discloser has had
reasonable time to seek a protective order, and the Recipient complies with
any protective order that covers the Confidential Information to be
disclosed.
13.8 Each Party's obligations to safeguard Confidential Information
disclosed prior to expiration, cancellation or termination of this
Agreement shall survive such expiration, cancellation or termination.
13.9 Confidential Information shall remain the property of the Discloser,
and the Discloser shall retain all of the Discloser's right, title and
interest in any Confidential Information disclosed by the Discloser to the
Recipient. Except as otherwise expressly provided elsewhere in this
Agreement, no license is granted by this Agreement with respect to any
Confidential Information (including, but not limited to, under any patent,
trademark, or copyright), nor is any such license to be implied, solely by
virtue of the disclosure of any Confidential Information.
13.10 Each Party agrees that the Discloser would be irreparably injured by
a breach of this Section 13 by the Recipient, the Recipient's Affiliates,
or the directors, officers, employees, Agents or contractors of the
Recipient or the Recipient's Affiliates, and that the Discloser shall be
entitled to seek equitable relief, including injunctive relief and specific
performance, in the event of any breach of the provisions of this Section
13. Such remedies shall not be deemed to be the exclusive remedies for a
breach of this Section 13, but shall be in addition to any other remedies
available under this Agreement or at law or in equity.
13.11 The provisions of this Section 13 shall be in addition to and not in
derogation of any provisions of Applicable Law, including, but not limited
to, 47 U.S.C. Section 222, and are not intended to constitute a waiver by a
Party of any right with regard to protection of the confidentiality of
information of the Party or its Customers provided by Applicable Law. In
the event of a conflict between a provision of this Section 13 and a
provision of Applicable Law, the provision of Applicable Law shall prevail.
14. CONTINGENCIES
Neither Party shall be liable for any delay or failure in performance
by it which results from strikes, labor slowdowns, or other labor disputes,
fires, explosions, floods, earthquakes, volcanic action, delays in
obtaining or inability to obtain necessary services, facilities, equipment,
parts or repairs thereof, power failures, embargoes,
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boycotts, unusually severe weather conditions, revolution, riots or other
civil disturbances, war or acts of the public enemy, acts of God, or causes
beyond the Party's reasonable control.
15. COUNTERPARTS
This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original and all of which shall together
constitute one and the same instrument.
16. CUSTOMER INFORMATION
16.1 Without in any way limiting Section 12, each Party shall comply with
Applicable Law with regard to Customer Information, including, but not
limited to, 47 U.S.C. Section 222 and the FCC rules in 47 CFR Section
64.2001 - Section 64.2009.
16.2 A Party ("Accessing Party") shall not access (including, but not
limited to, in the case of Reseller, through ▇▇▇▇ Atlantic OSS Services),
use or disclose Customer Information made available to the Accessing Party
by the other Party pursuant to this Agreement unless the Accessing Party,
in the manner required by Applicable Law, has obtained any Customer
authorization for such access, use and/or disclosure required by Applicable
Law. By accessing, using or disclosing Customer Information made available
to the Accessing Party by the other Party pursuant to this Agreement, the
Accessing Party represents and warrants that the Accessing Party has
obtained, in the manner required by Applicable Law, any Customer
authorization for such action required by Applicable Law. The Accessing
Party shall upon request by the other Party provide proof of such
authorization (including, a copy of any written authorization).
16.3 ▇▇▇▇ Atlantic shall have the right (but not the obligation) to audit
Reseller to ascertain whether Reseller is complying with the requirements
of Applicable Law and this Agreement, with regard to Reseller's access to,
and use and disclosure of, Customer Information which is made available to
Reseller by ▇▇▇▇ Atlantic pursuant to this Agreement.
16.4 In addition to ▇▇▇▇ Atlantic's audit rights under Section 16.3, ▇▇▇▇
Atlantic shall have the right (but not the obligation) to monitor
Reseller's access to and use of Customer Information which is made
available by ▇▇▇▇ Atlantic to Reseller pursuant to this Agreement, to
ascertain whether Reseller is complying with the requirements of Applicable
Law and this Agreement, with regard to Reseller's access to, and use and
disclosure of, such Customer Information. The foregoing right shall
include, but not be limited to, the right (but not the obligation) to
electronically monitor Reseller's access to and use of Customer Information
which is made available by ▇▇▇▇ Atlantic to Reseller pursuant to this
Agreement through ▇▇▇▇ Atlantic OSS Facilities or other electronic
interfaces or gateways.
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16.5 Information obtained by ▇▇▇▇ Atlantic pursuant to Section 16.3 or
Section 16.4 shall be treated by ▇▇▇▇ Atlantic as Confidential Information
of Reseller pursuant to Section 13; provided that, ▇▇▇▇ Atlantic shall have
the right (but not the obligation) to use and disclose information obtained
by ▇▇▇▇ Atlantic pursuant to this Section 16 to enforce Applicable Law
and/or ▇▇▇▇ Atlantic's rights under this Agreement.
17. DEFAULT
17.1 If Reseller materially breaches a material provision of this Agreement
(other than an obligation to make payment of any amount billed under this
Agreement), and such breach continues for more than thirty (30) days after
written notice thereof from ▇▇▇▇ Atlantic, then, except as otherwise
required by Applicable Law, ▇▇▇▇ Atlantic shall have the right, upon notice
to Reseller, to terminate or suspend this Agreement and/or provision of
▇▇▇▇ Atlantic Services, in whole or in part.
17.2.1 If Reseller fails to make a payment of any amount billed under this
Agreement by the due date stated on the ▇▇▇▇ and such failure continues for
more than thirty (30) days after written notice thereof from ▇▇▇▇ Atlantic,
then, except as provided in Section 17.2.2, below, or as otherwise required
by Applicable Law, ▇▇▇▇ Atlantic shall have the right, upon notice to
Reseller, to terminate or suspend this Agreement and/or provision of ▇▇▇▇
Atlantic Services, in whole or in part.
17.2.2 If a good faith dispute arises between the Parties concerning the
obligation of Reseller to make payment of an amount billed under this
Agreement, the failure to pay the amount in dispute shall not constitute
cause for termination or suspension of this Agreement or provision of ▇▇▇▇
Atlantic Services, if, within thirty (30) days of the date that ▇▇▇▇
Atlantic gives Reseller written notice of the failure to pay the amount in
dispute, Reseller (a) gives ▇▇▇▇ Atlantic written notice of the dispute
stating the basis of the dispute, and (b) furnishes to ▇▇▇▇ Atlantic an
irrevocable letter of credit in a form acceptable to ▇▇▇▇ Atlantic or other
security arrangement acceptable to ▇▇▇▇ Atlantic, guaranteeing payment to
▇▇▇▇ Atlantic of any portion of the disputed amount (including the whole of
the disputed amount) which is thereafter agreed by ▇▇▇▇ Atlantic and
Reseller, or determined by a court or other governmental entity of
appropriate jurisdiction, to be due to ▇▇▇▇ Atlantic. The existence of such
a dispute shall not relieve Reseller of its obligations to pay any
undisputed amount which is due to ▇▇▇▇ Atlantic and to otherwise comply
with this Agreement.
18. FACILITIES
18.1 ▇▇▇▇ Atlantic or its suppliers shall retain all right, title and
interest in, and ownership of, all facilities, equipment, software,
information, and wiring, used to provide ▇▇▇▇ Atlantic Services. ▇▇▇▇
Atlantic shall have access at all reasonable times to Reseller and Reseller
Customer locations for the purpose of installing, inspecting, maintaining,
repairing, and removing, facilities, equipment, software, and wiring, used
to provide the
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▇▇▇▇ Atlantic Services. Reseller shall, at Reseller's expense, obtain any
rights and authorizations necessary for such access.
18.2 Except as otherwise agreed to in writing by ▇▇▇▇ Atlantic, ▇▇▇▇
Atlantic shall not be responsible for the installation, inspection, repair,
maintenance, or removal, of facilities, equipment, software, or wiring,
provided by Reseller or Reseller Customers for use with ▇▇▇▇ Atlantic
Services.
19. INTELLECTUAL PROPERTY
Except as expressly stated in this Agreement, nothing contained
within this Agreement shall be construed as the grant of a license, either
express or implied, with respect to any patent, copyright, trade name,
trade ▇▇▇▇, service ▇▇▇▇, trade secret, or other proprietary interest or
intellectual property, now or hereafter owned, controlled or licensable by
either Party.
20. JOINT WORK PRODUCT
The Principal Document is the joint work product of the
representatives of the Parties. For convenience, the Principal Document has
been drafted in final form by ▇▇▇▇ Atlantic. Accordingly, in the event of
ambiguities, no inferences shall be drawn against either Party solely on
the basis of authorship of the Principal Document.
21. LIABILITY
21.1.1 AS USED IN THIS SECTION 21, "OTHER ▇▇▇▇ ATLANTIC PERSONS" MEANS ▇▇▇▇
ATLANTIC'S AFFILIATES, AND THE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND
CONTRACTORS, OF ▇▇▇▇ ATLANTIC AND ▇▇▇▇ ATLANTIC'S AFFILIATES.
21.1.2 AS USED IN THIS SECTION 21, "▇▇▇▇ ATLANTIC SERVICE FAILURE" MEANS
AND INCLUDES ANY FAILURE TO INSTALL, RESTORE, PROVIDE OR TERMINATE A ▇▇▇▇
ATLANTIC SERVICE, AND ANY MISTAKE, OMISSION, INTERRUPTION, DELAY, ERROR,
DEFECT, FAULT, FAILURE, OR DEFICIENCY, IN A ▇▇▇▇ ATLANTIC SERVICE.
21.2 THE LIABILITY, IF ANY, OF ▇▇▇▇ ATLANTIC AND OTHER ▇▇▇▇ ATLANTIC
PERSONS, TO RESELLER, RESELLER CUSTOMERS AND/OR ANY OTHER PERSON, FOR ANY
CLAIM, LOSS OR DAMAGES ARISING OUT OF OR IN CONNECTION WITH A ▇▇▇▇
ATLANTIC SERVICE FAILURE, SHALL BE LIMITED AND/OR EXCLUDED AS SET FORTH IN
▇▇▇▇ ATLANTIC'S TARIFFS.
21.3.1 TO THE EXTENT THE ▇▇▇▇ ATLANTIC TARIFFS APPLICABLE TO A ▇▇▇▇
ATLANTIC SERVICE DO NOT CONTAIN A
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PROVISION WHICH LIMITS OR EXCLUDES THE LIABILITY OF ▇▇▇▇ ATLANTIC AND/OR
OTHER ▇▇▇▇ ATLANTIC PERSONS TO RESELLER, RESELLER CUSTOMERS AND/OR ANY
OTHER PERSON, FOR ANY CLAIM, LOSS OR DAMAGES ARISING OUT OF OR IN
CONNECTION WITH A ▇▇▇▇ ATLANTIC SERVICE FAILURE, SECTION 21.3.3 SHALL
APPLY.
21.3.2 TO THE EXTENT A ▇▇▇▇ ATLANTIC SERVICE IS NOT SUBJECT TO A ▇▇▇▇
ATLANTIC TARIFF, SECTION 21.3.3 SHALL APPLY.
21.3.3 THE LIABILITY, IF ANY, OF ▇▇▇▇ ATLANTIC AND OTHER ▇▇▇▇ ATLANTIC
PERSONS, TO RESELLER, RESELLER CUSTOMERS AND/OR ANY OTHER PERSON, FOR ANY
CLAIM, LOSS OR DAMAGES ARISING OUT OF OR IN CONNECTION WITH A ▇▇▇▇ ATLANTIC
SERVICE FAILURE, SHALL BE LIMITED TO A TOTAL AMOUNT NOT IN EXCESS OF: (a)
TWICE THE PROPORTIONATE CHARGE FOR THE ▇▇▇▇ ATLANTIC SERVICE AFFECTED
DURING THE PERIOD OF THE ▇▇▇▇ ATLANTIC SERVICE FAILURE; OR, (b) IF THERE IS
NO CHARGE FOR THE ▇▇▇▇ ATLANTIC SERVICE AFFECTED, FIVE HUNDRED DOLLARS
($500.00).
21.4 NOTWITHSTANDING ANYTHING CONTAINED IN SECTION 21.2, SECTION 21.3.1,
SECTION 21.3.2, OR SECTION 21.3.3, ABOVE, ▇▇▇▇ ATLANTIC AND OTHER ▇▇▇▇
ATLANTIC PERSONS SHALL HAVE NO LIABILITY TO RESELLER, RESELLER CUSTOMERS,
AND/OR ANY OTHER PERSON, FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR
CONSEQUENTIAL, DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR HARM TO
BUSINESS, LOST REVENUES, LOST PROFITS, LOST SAVINGS, OR OTHER COMMERCIAL OR
ECONOMIC LOSS), ARISING OUT OF OR IN CONNECTION WITH A ▇▇▇▇ ATLANTIC
SERVICE FAILURE OR ANY BREACH OR FAILURE IN PERFORMANCE OF THIS AGREEMENT
BY ▇▇▇▇ ATLANTIC.
21.5 THE LIMITATIONS AND EXCLUSIONS FROM LIABILITY STATED IN SECTIONS 21.2
THROUGH 21.4 SHALL APPLY REGARDLESS OF THE FORM OF A CLAIM OR ACTION,
WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING, BUT NOT LIMITED TO, THE
NEGLIGENCE OF ▇▇▇▇ ATLANTIC AND/OR OTHER ▇▇▇▇ ATLANTIC PERSONS), STRICT
LIABILITY, OR OTHERWISE, AND REGARDLESS OF WHETHER ▇▇▇▇ ATLANTIC HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
21.6 Reseller shall, in its tariffs or other contracts with Reseller
Customers, provide that in no case shall ▇▇▇▇ Atlantic or Other ▇▇▇▇
Atlantic Persons be liable to Reseller Customers or to any other third
parties for any indirect, special, incidental, consequential, or other
damages, including, but not limited to, harm to business, lost revenues,
lost profits, lost savings, or other commercial or economic loss, whether
16
foreseeable or not, and regardless of notification of the possibility of
such damages. Reseller shall indemnify, defend and hold ▇▇▇▇ Atlantic and
Other ▇▇▇▇ Atlantic Persons harmless from claims by Reseller Customers and
other third parties as provided in ▇▇▇▇ Atlantic's Tariffs.
21.7 ▇▇▇▇ Atlantic's obligations under this Agreement shall extend only to
Reseller. ▇▇▇▇ Atlantic shall have no liability under this Agreement to
Reseller Customers or to any other third party. Nothing in this Agreement
shall be deemed to create a third party beneficiary relationship between
▇▇▇▇ Atlantic and Reseller Customers or any other third party.
21.8 Reseller shall indemnify, defend and hold harmless ▇▇▇▇ Atlantic, ▇▇▇▇
Atlantic's Affiliates, and the directors, officers and employees of ▇▇▇▇
Atlantic and ▇▇▇▇ Atlantic's Affiliates, from any claims, suits, government
proceedings, judgments, fines, liabilities, losses, damages, costs or
expenses (including reasonable attorneys fees) arising out of or in
connection with: (a) the failure of Reseller to transmit to ▇▇▇▇ Atlantic a
request by a Reseller Customer to install, provide, change or terminate, a
▇▇▇▇ Atlantic Retail Telecommunications Service; (b) the transmission by
Reseller to ▇▇▇▇ Atlantic of an Order to install, provide, change or
terminate, a ▇▇▇▇ Atlantic Retail Telecommunications Service, which Order
was not authorized by the applicable Reseller Customer; (c) erroneous or
inaccurate information in an Order transmitted by Reseller to ▇▇▇▇
Atlantic; (d) the transmission by Reseller to ▇▇▇▇ Atlantic of an Order to
change or terminate a Telecommunications Service provided to an end user by
▇▇▇▇ Atlantic or another Telecommunications Service provider, or to install
or provide a Telecommunications Service for an end user, which Order was
not authorized by the applicable end user; (e) the transmission by Reseller
to ▇▇▇▇ Atlantic of an Order to select, change or reassign a telephone
number for an end user, which Order was not authorized by the applicable
end user; (f) the transmission by Reseller to ▇▇▇▇ Atlantic of an Order to
select a Telephone Exchange Service provider for an end user, or to change
or terminate an end user's selection of a Telephone Exchange Service
provider, which Order was not authorized by the applicable end user in the
manner required by Applicable Law (or, in the absence of such Applicable
Law, in the manner required by the rules and procedures in 47 CFR Section
64.1100); (g) access to, or use or disclosure of, Customer Information or
▇▇▇▇ Atlantic OSS Information by Reseller or Reseller's employees, Agents
or contractors; (h) the failure of Reseller to transmit, or to transmit in
a timely manner, E911/911 information to ▇▇▇▇ Atlantic; (i) erroneous or
inaccurate E911/911 information transmitted by Reseller to ▇▇▇▇ Atlantic;
(j) any information provided by Reseller for inclusion in ▇▇▇▇ Atlantic's
LIDB; or, (k) the marketing, advertising or sale of Reseller's services
and/or products (including, but not limited to, resold ▇▇▇▇ Atlantic Retail
Telecommunications Services), or the billing or collection of charges for
Reseller's services and/or products (including, but not limited to, resold
▇▇▇▇ Atlantic Retail Telecommunications Services). For the purposes of
Section 21.8(b), (d) and (e), an Order shall be deemed not to have been
authorized by a Reseller Customer or end user if Applicable Law and/or this
Agreement required such authorization to be obtained in a
17
particular manner, and Reseller did not obtain the authorization in the
manner required by Applicable Law and this Agreement.
22. NON-EXCLUSIVE REMEDIES
Except as otherwise expressly provided in this Agreement, each of the
remedies provided under this Agreement is cumulative and is in addition to
any other remedies that may be available under this Agreement or at law or
in equity.
23. NOTICES
All notices and other communications under this Agreement shall be
deemed effective upon receipt by the Party being notified, provided such
notices or communications are in writing and are sent by certified or
registered mail, return receipt requested, or by a reputable private
delivery service which provides a record of delivery, and addressed as
shown below:
To ▇▇▇▇ Atlantic: ▇▇▇▇ Atlantic-New Jersey, Inc.
c/▇ ▇▇▇▇ Atlantic Network Services, Inc.
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn.: Director, Resale Initiatives
To Reseller: President
▇▇▇▇▇▇▇▇▇.▇▇▇, Inc.
▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
Either Party may from time-to-time designate another address or
addressee by giving notice in accordance with this Section 23.
24. OPTION TO OBTAIN ▇▇▇▇ ATLANTIC SERVICE UNDER OTHER AGREEMENTS
24.1 If, at any time while this Agreement is in effect, ▇▇▇▇ Atlantic is a
party to an agreement with a Telecommunications Carrier other than Reseller
("Third-Person Telecommunications Carrier") to provide ▇▇▇▇ Atlantic
Services to the Third-Person Telecommunications Carrier, which agreement
has been approved by the Board pursuant to 47 U.S.C. Section 252, upon
request by Reseller, ▇▇▇▇ Atlantic, to the extent required by Applicable
Law (including, but not limited to 47 U.S.C. Section 252(i)), shall make
available to Reseller any ▇▇▇▇ Atlantic Service offered by ▇▇▇▇ Atlantic
under the agreement with the Third-Person Telecommunications Carrier upon
the same terms and conditions (including prices) provided in the agreement
with the Third-Person Telecommunications Carrier, but
18
(except as otherwise expressly agreed in writing by the Parties) only on a
prospective basis. Following such request by Reseller and prior to
provision of the ▇▇▇▇ Atlantic Service by ▇▇▇▇ Atlantic to Reseller
pursuant to the terms and conditions (including prices) of the Third-Person
Telecommunications Carrier agreement, this Agreement shall be amended to
incorporate the terms and conditions (including prices) from the
Third-Person Telecommunications Carrier agreement applicable to the ▇▇▇▇
Atlantic Service Reseller has elected to purchase pursuant to the terms and
conditions (including prices) of the Third-Person Telecommunications
Carrier agreement. Except as otherwise expressly agreed in writing by the
Parties, the amendment shall apply on a prospective basis only and shall
not apply with regard to any ▇▇▇▇ Atlantic Service provided by ▇▇▇▇
Atlantic to Reseller prior to the effective date of the amendment.
24.2 To the extent the exercise of the foregoing option requires a
rearrangement of facilities by ▇▇▇▇ Atlantic, Reseller shall be liable for
the non-recurring charges associated therewith, as well as for any
termination charges associated with the termination of existing facilities
or ▇▇▇▇ Atlantic Services.
25. REGULATORY APPROVALS
25.1 Within thirty (30) days after execution of this Agreement by the
Parties, ▇▇▇▇ Atlantic shall file the Agreement with the Board for approval
by the Board.
25.2 Each Party shall exercise reasonable efforts (including reasonably
cooperating with the other Party) to secure approval of this Agreement, and
any amendment to this Agreement agreed to by the Parties, from the Board,
the FCC, and other applicable governmental entities.
25.3 Upon request by ▇▇▇▇ Atlantic, Reseller shall, at Reseller's expense,
provide reasonable, good-faith support and assistance to ▇▇▇▇ Atlantic in
obtaining any governmental approvals necessary for (a) this Agreement and
any amendment to this Agreement agreed to by the Parties, and/or (b) the
provision of ▇▇▇▇ Atlantic Services by ▇▇▇▇ Atlantic to Reseller. Without
in any way limiting the foregoing, upon request by ▇▇▇▇ Atlantic, Reseller
shall (a) join in petitions requesting approval of this Agreement, or an
amendment to this Agreement agreed to by the Parties, to be filed with the
Board, the FCC, or other applicable governmental entities, and (b) file
other documents with and present testimony to the Board, the FCC, or other
applicable governmental entities, requesting approval of this Agreement or
an amendment to this Agreement agreed to by the Parties.
26. REGULATORY CONTINGENCIES
26.1 Neither Party shall be liable for any delay or failure in performance
by it which results from requirements of Applicable Law, or acts or
failures to act of any governmental entity or official.
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26.2 In the event that any provision of this Agreement shall be invalid or
unenforceable, such invalidity or unenforceability shall not invalidate or
render unenforceable any other provision of this Agreement, and this
Agreement shall be construed as if it did not contain such invalid or
unenforceable provision.
26.3 In the event that any legislative, regulatory, judicial or other
governmental action materially affects any material terms of this
Agreement, the ability of either Party to perform any material terms of
this Agreement, or the rights or obligations of either Party under this
Agreement, the Parties shall take such action as shall be necessary to
conform this Agreement to the governmental action and/or to permit ▇▇▇▇
Atlantic to continue to provide and Reseller to continue to purchase ▇▇▇▇
Atlantic Services, including, but not limited to, conducting good faith
negotiations to enter into a mutually acceptable modified or substitute
agreement, filing tariffs, or additional, supplemental or modified tariffs,
and making other required filings with governmental entities.
26.4 In the event of a governmental action described in Section 26.3,
above, to the extent permitted by Applicable Law, ▇▇▇▇ Atlantic shall
continue to provide and Reseller shall continue to subscribe to, use and
pay for, any ▇▇▇▇ Atlantic Services affected by the governmental action
until the action to be taken by ▇▇▇▇ Atlantic and Reseller under Section
26.3, above, is taken and becomes effective in accordance with Applicable
Law. Such continued provision of and subscription to, use of and payment
for, the affected ▇▇▇▇ Atlantic Services shall be in accordance with the
terms (including prices) of this Agreement, unless other terms, including
but not limited to the terms of a ▇▇▇▇ Atlantic Tariff, are required by
Applicable Law.
26.5 If suspension or termination of the provision of any ▇▇▇▇ Atlantic
Service is required by or as a result of a governmental action, such
suspension or termination shall not affect Reseller's subscription to, use
or obligation to pay for, other ▇▇▇▇ Atlantic Services, unless such
suspension or termination has a material, adverse effect on Reseller's
ability to use the other ▇▇▇▇ Atlantic Services.
26.6 If any of the ▇▇▇▇ Atlantic Services to be provided by ▇▇▇▇ Atlantic
pursuant to a tariff shall at any time become detariffed or deregulated,
▇▇▇▇ Atlantic may transfer the provisions of the tariff relative to such
▇▇▇▇ Atlantic Services to a ▇▇▇▇ Atlantic "Guide for Detariffed Services"
or similar document, and such "Guide for Detariffed Services" or similar
document, as amended by ▇▇▇▇ Atlantic from time-to time, shall become a
part of this Agreement.
27. RELATIONSHIP OF THE PARTIES
27.1 The relationship between the Parties under this Agreement shall be
that of independent contractors.
27.2 Nothing contained in this Agreement shall:
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(a) make either Party the Agent or employee of the other Party;
(b) grant either Party the authority to enter into a contract on
behalf of, or otherwise legally bind, the other Party in any way;
(c) create a partnership, joint venture or other similar relationship
between the parties; or
(d) grant to Reseller a franchise, distributorship or similar
interest.
27.3 Each Party shall be solely responsible for selection, supervision,
termination, and compensation, of its respective employees, Agents and
contractors.
27.4 Each Party shall be solely responsible for payment of any Social
Security or other taxes which it is required by Applicable Law to pay in
conjunction with its employees, Agents or contractors, and for collecting
and remitting to applicable taxing authorities any taxes which it is
required by Applicable Law to collect from its employees, Agents or
contractors.
27.5 The relationship of the Parties under this Agreement is a
non-exclusive relationship. ▇▇▇▇ Atlantic shall have the right to provide
services offered by ▇▇▇▇ Atlantic under this Agreement to persons other
than Reseller. Reseller shall have the right to purchase services that may
be purchased by Reseller under this Agreement from persons other than ▇▇▇▇
Atlantic.
28. RESELLER'S PROVISION OF SERVICE
28.1 Prior to providing ▇▇▇▇ Atlantic Retail Telecommunications Services
purchased by Reseller under this Agreement to Reseller Customers, Reseller
shall obtain from the Board, the FCC, and any other applicable governmental
entities, any certificates or other authorizations required by Applicable
Law for Reseller to provide Telecommunications Services. Reseller shall
promptly notify ▇▇▇▇ Atlantic in writing of any governmental action which
suspends, cancels or withdraws any such certificate or authorization, or
otherwise limits or affects Reseller's right to provide Telecommunications
Services.
28.2 To the extent required by Applicable Law, Reseller shall: (a) file
with the Board, the FCC, and/or other applicable governmental entities, the
tariffs, arrangements and other documents that set forth the terms,
conditions and prices under which Reseller provides Telecommunications
Services; and, (b) make available for public inspection, the tariffs,
arrangements and other documents that set forth the terms, conditions and
prices under which Reseller provides Telecommunications Services.
29. RESELLER'S RESALE AND USE OF SERVICE
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29.1 Reseller shall comply with the provisions of this Agreement
(including, but not limited to, ▇▇▇▇ Atlantic's Tariffs) regarding resale
or use of ▇▇▇▇ Atlantic Services, including, but not limited to, any
restrictions on resale or use of ▇▇▇▇ Atlantic Services.
29.2 Without in any way limiting Section 29.1, (a) Reseller shall not
resell residential service to persons not eligible to subscribe to such
service from ▇▇▇▇ Atlantic (including, but not limited to, business
Reseller Customers and other nonresidential Reseller Customers), and (b)
Reseller shall not resell Lifeline or other means-tested service offerings,
or grandfathered or discontinued service offerings, to persons not eligible
to subscribe to such service offerings from ▇▇▇▇ Atlantic.
29.3 Reseller shall undertake in good faith to ensure that Reseller
Customers comply with the provisions of ▇▇▇▇ Atlantic's Tariffs applicable
to their use of ▇▇▇▇ Atlantic Retail Telecommunications Services.
29.4 Reseller shall comply with Applicable Law, and ▇▇▇▇ Atlantic's
procedures, for handling requests from law enforcement and other government
agencies for service termination, assistance with electronic surveillance,
and provision of information.
30. RESPONSIBILITY FOR CHARGES
30.1 Reseller shall be responsible for and pay all charges for any ▇▇▇▇
Atlantic Service provided by ▇▇▇▇ Atlantic to Reseller, whether the ▇▇▇▇
Atlantic Service is ordered, activated or used by Reseller, a Reseller
Customer, or another person.
30.2 In addition to the charges for ▇▇▇▇ Atlantic Services, Reseller agrees
to pay any charges for Telecommunications Services, facilities, equipment,
software, wiring, or other services or products, provided by ▇▇▇▇ Atlantic,
or provided by persons other than ▇▇▇▇ Atlantic and billed for by ▇▇▇▇
Atlantic, that are ordered, activated or used by Reseller, Reseller
Customers or other persons, through, by means of, or in association with,
▇▇▇▇ Atlantic Services provided by ▇▇▇▇ Atlantic to Reseller.
30.3 Reseller agrees to indemnify, defend and hold ▇▇▇▇ Atlantic harmless
from, any charges for Telecommunications Services, facilities, equipment,
software, wiring, or other services or products, provided by persons other
than ▇▇▇▇ Atlantic that are ordered, activated or used by Reseller,
Reseller Customers or other persons, through, by means of, or in
association with, ▇▇▇▇ Atlantic Services provided by ▇▇▇▇ Atlantic to
Reseller.
30.4 Without in any way limiting Reseller's obligations under Section 30.1,
Section 30.2 and Section 30.3, Reseller shall pay, or collect and remit to
▇▇▇▇ Atlantic, without discount, all Subscriber Line Charges, Federal Line
Cost Charges, end user common line charges, carrier selection and change
charges (PIC change charge), and the
22
Presubscribed Interexchange Carrier Charge applicable to Reseller Customers
who have not presubscribed to an interexchange carrier for long distance
services, associated with ▇▇▇▇ Atlantic Services provided by ▇▇▇▇ Atlantic
to Reseller.
30.5 Upon request by Reseller, ▇▇▇▇ Atlantic will provide for use on resold
▇▇▇▇ Atlantic Retail Telecommunications Service dial tone lines purchased
by Reseller such ▇▇▇▇ Atlantic Retail Telecommunications Service call
blocking services as ▇▇▇▇ Atlantic provides to ▇▇▇▇ Atlantic's own end user
retail Customers, where and to the extent ▇▇▇▇ Atlantic provides such ▇▇▇▇
Atlantic Retail Telecommunications Service call blocking services to ▇▇▇▇
Atlantic's own end user retail Customers.
31. SECTION HEADINGS
The section headings in the Principal Document are for convenience
only and are not intended to affect the meaning or interpretation of the
Principal Document.
32. SERVICES NOT COVERED BY THIS AGREEMENT
32.1 This Agreement applies only to ▇▇▇▇ Atlantic Services (as the term
"▇▇▇▇ Atlantic Service" is defined in Section 1.1.6) provided, or to be
provided, by ▇▇▇▇ Atlantic to Reseller, as specified in Section 3. Any
Telecommunications Services, facilities, equipment, software, wiring, or
other services or products (including, but not limited to,
Telecommunications Services, facilities, equipment, software, wiring, or
other services or products, interconnected or used with ▇▇▇▇ Atlantic
Services provided, or to be provided, by ▇▇▇▇ Atlantic to Reseller)
provided, or to be provided, by ▇▇▇▇ Atlantic to Reseller, which are not
subscribed to by Reseller under this Agreement, must be subscribed to by
Reseller separately, pursuant to other written agreements (including, but
not limited to, applicable ▇▇▇▇ Atlantic Tariffs). Reseller shall use and
pay for any Telecommunications Services, facilities, equipment, software,
wiring, or other services or products, provided, or to be provided, by
▇▇▇▇ Atlantic to Reseller, which are not subscribed to by Reseller under
this Agreement, in accordance with such other written agreements
(including, but not limited to, applicable ▇▇▇▇ Atlantic Tariffs).
32.2 Without in any way limiting Section 32.1 and without attempting to
list all ▇▇▇▇ Atlantic products and services that are not subject to this
Agreement, the Parties agree that this Agreement does not apply to the
purchase by Reseller of the following ▇▇▇▇ Atlantic services and products:
except as expressly stated in the Principal Document, exchange access
services as defined in Section 3(16) of the Act, 47 U.S.C. Section 153(16)
(including, but not limited to, primary interLATA toll carrier and primary
intraLATA toll carrier choice or change); ▇▇▇▇ Atlantic Answer Call, ▇▇▇▇
Atlantic Answer Call Plus, ▇▇▇▇ Atlantic Home Voice Mail, ▇▇▇▇ Atlantic
Home Voice Mail Plus, ▇▇▇▇ Atlantic Voice Mail, ▇▇▇▇ Atlantic Basic
Mailbox, ▇▇▇▇ Atlantic OptiMail Service, and other voice mail, fax mail,
voice messaging, and fax messaging, services; ▇▇▇▇ Atlantic Optional Wire
Maintenance Plan; ▇▇▇▇ Atlantic Guardian Enhanced Maintenance Service; ▇▇▇▇
Atlantic Sentry I Enhanced Maintenance Service; ▇▇▇▇ Atlantic Sentry II
23
Enhanced Maintenance Service; ▇▇▇▇ Atlantic Sentry III Enhanced Maintenance
Service; ▇▇▇▇ Atlantic Call 54 Service; ▇▇▇▇ Atlantic Public Telephone
Service; customer premises equipment; ▇▇▇▇ Atlantic telephone directory
listings offered under agreements or arrangements other than ▇▇▇▇ Atlantic
Tariffs filed with the Board; and, ▇▇▇▇ Atlantic telephone directory
advertisements.
32.3 Without in any way limiting Section 32.1, the Parties also agree that
this Agreement does not apply to the installation, inspection, maintenance,
repair, removal, or use of any facilities, equipment, software, or wiring,
located on Reseller's side of the Network Rate Demarcation Point applicable
to Reseller and does not grant to Reseller or Reseller Customers a right to
installation, inspection, maintenance, repair, or removal, by ▇▇▇▇
Atlantic, or use, by Reseller or Reseller Customers, of any such
facilities, equipment, software, or wiring.
32.4 Without in any way limiting Section 32.1, the Parties agree that this
Agreement does not apply to the purchase by Reseller of Audiotex Services
(including, but not limited to, Dial-It, 976, 915 and 556 services) for
resale to Audiotex Service providers or other information service
providers. ▇▇▇▇ Atlantic shall have the right (but not the obligation) to
block calls made to Audiotex Service numbers (including, but not limited
to, Dial-It numbers and 976, 915 and 556 numbers) through ▇▇▇▇ Atlantic
Services purchased by Reseller under this Agreement. Notwithstanding the
foregoing, Reseller shall pay, without discount, any charges for Audiotex
Services (including, but not limited to, Dial-It, 976, 915 and 556
services) that are ordered, activated or used by Reseller, Reseller
Customers or other persons, through, by means of, or in association with,
▇▇▇▇ Atlantic Services provided by ▇▇▇▇ Atlantic to Reseller.
32.5 Nothing contained within this Agreement shall obligate ▇▇▇▇ Atlantic
to provide any service or product which is not a ▇▇▇▇ Atlantic Service
(including, but not limited to, the services listed in Sections 32.2, 32.3
and 32.4, above) to Reseller.
32.6 Nothing contained within this Agreement shall obligate ▇▇▇▇ Atlantic
to provide a ▇▇▇▇ Atlantic Service or any other service or product to a
Reseller Customer. Without in any way limiting the foregoing, except as
otherwise required by Applicable Law, ▇▇▇▇ Atlantic reserves the right to
terminate provision of services and products (including, but not limited
to, Telecommunications Services and the services listed in Sections 32.2
and 32.3, above) to any person who ceases to purchase ▇▇▇▇ Atlantic Retail
Telecommunications Service dial tone line service from ▇▇▇▇ Atlantic.
32.7 Nothing contained in this Section 32 shall in any way exclude or limit
Reseller's obligations and liabilities under Section 30, including, but not
limited to Reseller's obligations and liabilities to pay charges for
services and products as required by Section 30.
33. SERVICE QUALITY
24
▇▇▇▇ Atlantic Services provided by ▇▇▇▇ Atlantic to Reseller under
this Agreement shall comply with the quality requirements for such ▇▇▇▇
Atlantic Services specified by Applicable Law (including, but not limited
to, any applicable provisions of 47 CFR Sections 51.311 and 51.603(b)).
34. SINGLE POINT OF CONTACT
34.1 Reseller shall be the single point of contact for Reseller Customers
and other persons with regard to Telecommunications Services and other
services and products which they wish to purchase from Reseller or which
they have purchased from Reseller. Communications by Reseller Customers and
other persons with regard to Telecommunications Services and other services
and products which they wish to purchase from Reseller or which they have
purchased from Reseller, shall be made to Reseller, and not to ▇▇▇▇
Atlantic. Reseller shall instruct Reseller Customers and other persons that
such communications shall be directed to Reseller.
34.2 Without in any way limiting Section 34.1, requests by Reseller
Customers for information about or provision of Telecommunications Services
which they wish to purchase from Reseller, requests by Reseller Customers
to change, terminate, or obtain information about, assistance in using, or
repair or maintenance of, Telecommunications Services which they have
purchased from Reseller, and inquiries by Reseller Customers concerning
Reseller's bills, charges for Reseller's Telecommunications Services, and,
if the Reseller Customers receive dial tone line service from Reseller,
annoyance calls, shall be made by the Reseller Customers to Reseller, and
not to ▇▇▇▇ Atlantic.
34.3 Reseller shall establish telephone numbers and mailing addresses at
which Reseller Customers and other persons may communicate with Reseller
and shall advise Reseller Customers and other persons who may wish to
communicate with Reseller of these telephone numbers and mailing
addresses.
35. SURVIVAL
The liabilities and obligations of a Party for acts or omissions of
the Party prior to the termination, cancellation or expiration of this
Agreement, the rights, liabilities and obligations of a Party under any
provision of this Agreement regarding indemnification or defense, Customer
Information, confidential information, or limitation or exclusion of
liability, the rights of ▇▇▇▇ Atlantic and the liabilities and obligations
of Reseller under Section 18.1, and the rights, liabilities and
obligations of a Party under any provision of this Agreement which by its
terms is contemplated to survive (or be performed after) termination,
cancellation or expiration of this Agreement, shall survive termination,
cancellation or expiration of this Agreement.
36. TAXES
25
36.1 With respect to any purchase of ▇▇▇▇ Atlantic Services under this
Agreement, if any Federal, state or local government tax, fee, duty,
surcharge (including, but not limited to any E911/911, telecommunications
relay service, or universal service fund, surcharge), or other tax-like
charge (a "Tax") is required or permitted by Applicable Law to be collected
from Reseller by ▇▇▇▇ Atlantic, then (a) to the extent required by
Applicable Law, ▇▇▇▇ Atlantic shall ▇▇▇▇ Reseller for such Tax, (b)
Reseller shall timely remit such Tax to ▇▇▇▇ Atlantic (including both Taxes
billed by ▇▇▇▇ Atlantic and Taxes Reseller is required by Applicable Law to
remit without billing by ▇▇▇▇ Atlantic), and (c) ▇▇▇▇ Atlantic shall remit
such collected Tax to the applicable taxing authority.
36.2 With respect to any purchase of ▇▇▇▇ Atlantic Services under this
Agreement, if any Tax is imposed by Applicable Law on the receipts of ▇▇▇▇
Atlantic, which Applicable Law permits ▇▇▇▇ Atlantic to exclude certain
receipts received from sales of ▇▇▇▇ Atlantic Services for resale by
Reseller, such exclusion being based on the fact that Reseller is also
subject to a Tax based upon receipts ("Receipts Tax"), then Reseller (a)
shall provide ▇▇▇▇ Atlantic with notice in writing in accordance with
Section 36.7 of its intent to pay the Receipts Tax, and (b) shall timely
pay the Receipts Tax to the applicable taxing authority.
36.3 With respect to any purchase of ▇▇▇▇ Atlantic Services under this
Agreement, that are resold by Reseller to a Reseller Customer, if any Tax
is imposed by Applicable Law on the Reseller Customer in connection with
the Reseller Customer's purchase of the resold ▇▇▇▇ Atlantic Services which
Reseller is required to impose and/or collect from the Reseller Customer,
then Reseller (a) shall impose and/or collect such Tax from the Reseller
Customer, and (b) shall timely remit such Tax to the applicable taxing
authority.
36.4.1 If ▇▇▇▇ Atlantic has not received an exemption certificate from
Reseller and fails to ▇▇▇▇ Reseller for any Tax as required by Section
36.1, then, as between ▇▇▇▇ Atlantic and Reseller, (a) Reseller shall
remain liable for such unbilled Tax, and (b) ▇▇▇▇ Atlantic shall be liable
for any interest and/or penalty assessed on the unbilled Tax by the
applicable taxing authority.
36.4.2 If Reseller fails to remit any Tax to ▇▇▇▇ Atlantic as required by
Section 36.1, then, as between ▇▇▇▇ Atlantic and Reseller, Reseller shall
be liable for such uncollected Tax and any interest and/or penalty assessed
on the uncollected Tax by the applicable taxing authority.
36.4.3 If ▇▇▇▇ Atlantic does not collect a Tax because Reseller has
provided ▇▇▇▇ Atlantic with an exemption certificate which is later found
to be inadequate by the applicable taxing authority, then, as between ▇▇▇▇
Atlantic and Reseller, Reseller shall be liable for such uncollected Tax
and any interest and/or penalty assessed on the uncollected Tax by the
applicable taxing authority.
26
36.4.4 Except as provided in Section 36.4.5, if Reseller fails to pay the
Receipts Tax as required by Section 36.2, then, as between ▇▇▇▇ Atlantic
and Reseller, (a) ▇▇▇▇ Atlantic shall be liable for any Tax imposed on ▇▇▇▇
Atlantic's receipts, (b) Reseller shall be liable for any interest and/or
penalty imposed on ▇▇▇▇ Atlantic with respect to the Tax on ▇▇▇▇ Atlantic's
receipts, and (c) Reseller shall be liable for any Tax imposed on
Reseller's receipts and any interest and/or penalty assessed by the
applicable taxing authority on Reseller with respect to the Tax on
Reseller's receipts.
36.4.5 If any discount or portion of a discount in price provided to
Reseller under this Agreement (including, but not limited to, a discount
provided for in Exhibit II, Section 1.1) represents Tax savings to ▇▇▇▇
Atlantic which it was anticipated ▇▇▇▇ Atlantic would receive, because it
was anticipated that receipts from sales of ▇▇▇▇ Atlantic Services, that
would otherwise be subject to a Tax on such receipts, could be excluded
from such Tax under Applicable Law because the ▇▇▇▇ Atlantic Services would
be sold to Reseller for resale, and ▇▇▇▇ Atlantic is, in fact, required by
Applicable Law to pay such Tax on receipts from sales of ▇▇▇▇ Atlantic
Services to Reseller, then, as between ▇▇▇▇ Atlantic and Reseller, (a)
Reseller shall be liable for, and shall indemnify and hold harmless ▇▇▇▇
Atlantic against (on an after-tax basis), any such Tax, and (b) Reseller
shall be liable for, and shall indemnify and hold harmless ▇▇▇▇ Atlantic
against (on an after-tax basis), any interest and/or penalty assessed by
the applicable taxing authority on either Reseller or ▇▇▇▇ Atlantic with
respect to the Tax on ▇▇▇▇ Atlantic's receipts.
36.4.6 If Reseller fails to impose and/or collect any Tax from Reseller
Customers as required by Section 36.3, then, as between ▇▇▇▇ Atlantic and
Reseller, Reseller shall remain liable for such uncollected Tax and any
interest and/or penalty assessed on such uncollected Tax by the applicable
taxing authority.
36.4.7 With respect to any Tax that Reseller has agreed to pay, is
responsible for because Reseller received a discount in price on ▇▇▇▇
Atlantic Services attributable to anticipated Tax savings by ▇▇▇▇ Atlantic,
or is required to impose on and/or collect from Reseller Customers,
Reseller agrees to indemnify and hold ▇▇▇▇ Atlantic harmless on an
after-tax basis for any costs incurred by ▇▇▇▇ Atlantic as a result of
actions taken by the applicable taxing authority to recover the Tax from
▇▇▇▇ Atlantic due to failure of Reseller to timely remit the Tax to ▇▇▇▇
Atlantic, or timely pay, or collect and timely remit, the Tax to the
taxing authority.
36.5 If either Party is audited by a taxing authority, the other Party
agrees to reasonably cooperate with the Party being audited in order to
respond to any audit inquiries in a proper and timely manner so that the
audit and/or any resulting controversy may be resolved expeditiously.
36.6.1 If Applicable Law clearly exempts a purchase of ▇▇▇▇ Atlantic
Services under this Agreement from a Tax, and if such Applicable Law also
provides an exemption procedure, such as an exemption certificate
requirement, then, if Reseller
27
complies with such procedure, ▇▇▇▇ Atlantic shall not collect such Tax
during the effective period of the exemption. Such exemption shall be
effective upon receipt of the exemption certificate or affidavit in
accordance with Section 36.7.
36.6.2 If Applicable Law clearly exempts a purchase of ▇▇▇▇ Atlantic
Services under this Agreement from a Tax, but does not also provide an
exemption procedure, then ▇▇▇▇ Atlantic shall not collect such Tax if
Reseller (a) furnishes ▇▇▇▇ Atlantic with a letter signed by an officer of
Reseller requesting an exemption and citing the provision in the Applicable
Law which clearly allows such exemption, and (b) supplies ▇▇▇▇ Atlantic
with an indemnification agreement, reasonably acceptable to ▇▇▇▇ Atlantic,
which holds ▇▇▇▇ Atlantic harmless on an after-tax basis with respect to
forbearing to collect such Tax.
36.7 All notices, affidavits, exemption certificates or other
communications required or permitted to be given by either Party to the
other under this Section 36, shall be made in writing and shall be sent by
certified or registered mail, return receipt requested, or by a reputable
private delivery service which provides a record of delivery, to the
addressee stated in Section 23 at the address stated in Section 23 and to
the following:
To ▇▇▇▇ Atlantic: Tax Administration
▇▇▇▇ Atlantic Corporation
1095 Avenue of the Americas
▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
To Reseller: Controller
▇▇▇▇▇▇▇▇▇.▇▇▇, Inc.
▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
Either Party may from time-to-time designate another address or
addressee by giving notice in accordance with the terms of this Section
36.7.
Any notice or other communication shall be deemed to be given when
received.
37. TELEPHONE EXCHANGE SERVICE PROVIDER SELECTION
37.1 Without in any way limiting Reseller's obligations under Section 12,
Reseller shall comply with Applicable Law with regard to end user selection
of a Telephone Exchange Service provider. Until the Board or the FCC adopts
regulations and/or orders applicable to end user selection of a Telephone
Exchange Service provider, Reseller shall apply the rules and procedures
set forth in Section 64.1100 of the ▇▇▇
▇▇
▇▇▇▇▇, ▇▇ ▇▇▇ Section 64.1100, to the process for end user selection of a
Telephone Exchange Service provider (including, to end user selection of a
Telephone Exchange Service provider that occurs during any telemarketing
contact with an end user), and shall comply with such rules and procedures.
37.2 By submitting to ▇▇▇▇ Atlantic an Order to install, provide, change or
terminate a Telecommunications Service, to select, change or reassign a
telephone number, or to select, change or terminate an end user's Telephone
Exchange Service provider, Reseller represents and warrants: (a) that
Reseller has obtained authorization for such action from the applicable end
user; and, (b) that if Applicable Law and/or this Agreement required such
authorization to be obtained in a particular manner, Reseller obtained the
authorization in the manner required by Applicable Law and this Agreement.
Reseller shall upon request by ▇▇▇▇ Atlantic provide proof of such
authorization (including, a copy of any written authorization).
37.3 If Reseller submits an Order to ▇▇▇▇ Atlantic to install, provide,
change or terminate a Telecommunications Service, to select, change or
reassign a telephone number, or to select, change or terminate an end
user's Telephone Exchange Service provider, and (a) when requested by ▇▇▇▇
Atlantic to provide a written document signed by the end user stating the
end user's Telephone Exchange Service provider selection, fails to provide
such document to ▇▇▇▇ Atlantic, or (b) has not obtained authorization for
such installation, provision, selection, change, reassignment or
termination, from the end user in the manner required by Applicable Law
(or, in the absence of Applicable Law, in the manner required by the rules
and procedures in 47 CFR Section 64.1100), Reseller shall be liable to ▇▇▇▇
Atlantic for all charges that would be applicable to the end user for the
initial installation, provision, selection, change, reassignment or
termination, of the end user's Telecommunications Service, telephone
number, and/or Telephone Exchange Service provider, and any charges for
restoring the end user's Telecommunications Service, telephone number,
and/or Telephone Exchange Service provider selection, to its end user
authorized condition.
38. TELEPHONE NUMBERS
38.1 Reseller's use of telephone numbers shall be subject to Applicable Law
(including, but not limited to, the rules of the FCC, the North American
Numbering Council, and the North American Numbering Plan Administrator),
the applicable provisions of this Agreement (including, but not limited to,
this Section 38), and ▇▇▇▇ Atlantic's practices and procedures for use and
assignment of telephone numbers, as amended from time-to-time.
38.2 Subject to Sections 38.1 and 38.3, if an end user who subscribes to a
▇▇▇▇ Atlantic Retail Telecommunications Service dial tone line from either
Reseller or ▇▇▇▇ Atlantic changes the Telecommunications Carrier from whom
the end user subscribes for such dial tone line (including a change from
▇▇▇▇ Atlantic to Reseller, from Reseller to ▇▇▇▇ Atlantic, or from Reseller
to a Telecommunications Carrier other than ▇▇▇▇ Atlantic),
29
after such change, the end user may continue to use with the dial tone line
the telephone numbers which were assigned to the dial tone line by ▇▇▇▇
Atlantic immediately prior to the change.
38.3 ▇▇▇▇ Atlantic shall have the right to change the telephone numbers
used by an end user if at any time: (a) the type or class of service
subscribed to by the end user changes; (b) the end user requests service at
a new location, that is not served by the ▇▇▇▇ Atlantic switch and the
▇▇▇▇ Atlantic rate center from which the end user previously had service;
or, (c) continued use of the telephone numbers is not technically feasible.
38.4 If service on a ▇▇▇▇ Atlantic Retail Telecommunications Service dial
tone line subscribed to by Reseller from ▇▇▇▇ Atlantic under this Agreement
is terminated, the telephone numbers associated with such dial tone line
shall be available for reassignment by ▇▇▇▇ Atlantic to any person to whom
▇▇▇▇ Atlantic elects to assign the telephone numbers, including, but not
limited to, ▇▇▇▇ Atlantic, ▇▇▇▇ Atlantic end user retail Customers,
Reseller, or Telecommunications Carriers other than ▇▇▇▇ Atlantic and
Reseller.
39. WARRANTIES
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, ▇▇▇▇ ATLANTIC MAKES
NO WARRANTIES WITH RESPECT TO ▇▇▇▇ ATLANTIC SERVICES, WHETHER EXPRESS OR
IMPLIED, WRITTEN OR ORAL, IN FACT OR IN LAW. THE WARRANTIES SET FORTH IN
THIS AGREEMENT ARE ▇▇▇▇ ATLANTIC'S EXCLUSIVE WARRANTIES WITH RESPECT TO
▇▇▇▇ ATLANTIC SERVICES AND ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR
IMPLIED, WRITTEN OR ORAL, IN FACT OR IN LAW. ▇▇▇▇ ATLANTIC DISCLAIMS ANY
AND ALL OTHER WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WARRANTIES AGAINST
INFRINGEMENT, AND WARRANTIES ARISING BY TRADE CUSTOM, TRADE USAGE, COURSE
OF DEALING, OR OTHERWISE.
40. PUBLICITY AND USE OF TRADEMARKS OR SERVICE MARKS
40.1.1 Neither Party nor its subcontractors or agents will use the other
Party's trademarks, service marks, logos or other proprietary trade dress
in connection with the sale of products and services, or in any
advertising, press releases, publicity matters or other promotional
materials without such Party's prior written consent.
40.1.2 Neither Party may imply any direct or indirect affiliation with or
sponsorship or endorsement of its company, products and services by the
other Party.
41. AUTHORIZATION
30
41.1.1 ▇▇▇▇ Atlantic is a corporation duly organized, validly existing and
in good standing under the laws of the State of New Jersey and has full
power and authority to execute and deliver this Agreement and to perform
the obligations hereunder on behalf of ▇▇▇▇ Atlantic.
41.2 ▇▇▇▇▇▇▇▇▇.▇▇▇, Inc. a corporation, is duly organized, validly existing
and in good standing under the laws of Delaware, and has full power and
authority to execute and deliver this Agreement and to perform its
obligations hereunder.
31
IN WITNESS WHEREOF, intending to be legally bound, Reseller
and ▇▇▇▇ Atlantic have caused this Agreement to be executed by their respective
authorized representatives.
▇▇▇▇▇▇▇▇▇.▇▇▇,INC.
BY: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------------
Signature
▇▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------------
Name (Printed)
ITS: CEO
------------------------------------
Title
BY: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
------------------------------------
Signature
▇▇▇▇▇▇▇ ▇▇▇▇▇
------------------------------------
Name (Printed)
ITS: Vice President-Operations
------------------------------------
Title
BY: /s/ ▇▇▇▇ ▇▇▇▇▇
------------------------------------
Signature
▇▇▇▇ ▇▇▇▇▇
------------------------------------
Name (Printed)
ITS: Vice President-Business Development
------------------------------------
Title
▇▇▇▇ ATLANTIC - NEW JERSEY, INC.
BY: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------------
Signature
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------------
Name (Printed)
TITLE: Vice President-Telecom Industry Services
-------------------------------------------
32
EXHIBIT I
▇▇▇▇ ATLANTIC ANCILLARY SERVICES
1. ▇▇▇▇ ATLANTIC OSS SERVICES
1.1 DEFINITIONS
As used in the Principal Document, the terms listed below shall
have the meanings stated below:
1.1.1 "▇▇▇▇ Atlantic Operations Support Systems" means ▇▇▇▇ Atlantic
systems for pre-ordering, ordering, provisioning, maintenance and
repair, and billing.
1.1.2 "▇▇▇▇ Atlantic OSS Services" means access to ▇▇▇▇ Atlantic
Operations Support Systems functions. The term "▇▇▇▇ Atlantic OSS
Services" includes, but is not limited to: (a) ▇▇▇▇ Atlantic's
provision of Reseller Usage Information to Reseller pursuant to
Exhibit I, Section 1.3, below; and, (b) "▇▇▇▇ Atlantic OSS
Information", as defined in Exhibit I, Section 1.1.4, below.
1.1.3 "▇▇▇▇ Atlantic OSS Facilities" means any gateways, interfaces,
databases, facilities, equipment, software, or systems, used by ▇▇▇▇
Atlantic to provide ▇▇▇▇ Atlantic OSS Services to Reseller.
1.1.4 "▇▇▇▇ Atlantic OSS Information" means any information accessed
by, or disclosed or provided to, Reseller through or as a part of
▇▇▇▇ Atlantic OSS Services. The term "▇▇▇▇ Atlantic OSS Information"
includes, but is not limited to: (a) any Customer Information related
to a ▇▇▇▇ Atlantic Customer or a Reseller Customer accessed by, or
disclosed or provided to, Reseller through or as a part of ▇▇▇▇
Atlantic OSS Services; and, (b) any Reseller Usage Information (as
defined in Exhibit I, Section 1.1.5, below) accessed by, or disclosed
or provided to, Reseller.
1.1.5 "Reseller Usage Information" means the usage information for a
▇▇▇▇ Atlantic Retail Telecommunications Service purchased by Reseller
under this Agreement that ▇▇▇▇ Atlantic would record if ▇▇▇▇ Atlantic
was furnishing such ▇▇▇▇ Atlantic Retail Telecommunications Service to
a ▇▇▇▇ Atlantic end-user retail Customer.
1.2 ▇▇▇▇ ATLANTIC OSS SERVICES
1.2.1 Upon request by Reseller, ▇▇▇▇ Atlantic shall provide to
Reseller, pursuant to Section 251(c)(3) of the Act, 47 U.S.C.
Section 251(c)(3), ▇▇▇▇ Atlantic OSS Services.
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1.2.2 Subject to the requirements of Applicable Law, ▇▇▇▇ Atlantic
Operations Support Systems, ▇▇▇▇ Atlantic Operations Support Systems
functions, ▇▇▇▇ Atlantic OSS Facilities, ▇▇▇▇ Atlantic OSS
Information, and the ▇▇▇▇ Atlantic OSS Services that will be offered
by ▇▇▇▇ Atlantic, shall be as determined by ▇▇▇▇ Atlantic. To the
extent required by Applicable Law and technically feasible, ▇▇▇▇
Atlantic will offer to Reseller the ▇▇▇▇ Atlantic OSS Services that
▇▇▇▇ Atlantic offers, under agreements approved by the Board pursuant
to 47 U.S.C. Section 252, to other Telecommunications Carriers that
are engaged in the resale of ▇▇▇▇ Atlantic Retail Telecommunications
Services pursuant to 47 U.S.C. Section 251(c)(4). Subject to the
requirements of Applicable Law, ▇▇▇▇ Atlantic shall have the right to
change ▇▇▇▇ Atlantic Operations Support Systems, ▇▇▇▇ Atlantic
Operations Support Systems functions, ▇▇▇▇ Atlantic OSS Facilities,
▇▇▇▇ Atlantic OSS Information, and the ▇▇▇▇ Atlantic OSS Services,
from time-to-time, without the consent of Reseller.
1.3 RESELLER USAGE INFORMATION
1.3.1 Upon request by Reseller, ▇▇▇▇ Atlantic shall provide to
Reseller, pursuant to Section 251(c)(3) of the Act, 47 U.S.C.
Section 251(c)(3), Reseller Usage Information.
1.3.2 Reseller Usage Information will be available to Reseller through
the following:
(a) Daily Usage File on Data Tape.
(b) Daily Usage File through Network Data Mover ("NDM").
(c) Daily Usage File through Centralized Message Distribution System
("CMDS").
1.3.3.1 Reseller Usage Information will be provided in a Bellcore
Exchange Message Records ("EMR") format.
1.3.3.2 Daily Usage File Data Tapes provided pursuant to Exhibit I,
Section 1.3.2(a) will be issued each day, Monday through Friday,
except holidays observed by ▇▇▇▇ Atlantic.
1.3.4 Except as stated in this Exhibit I, Section 1.3, subject to the
requirements of Applicable Law, the manner in which, and the frequency
with which, Reseller Usage Information will be provided to Reseller
shall be determined by ▇▇▇▇ Atlantic.
1.4 PRICES
The prices for ▇▇▇▇ Atlantic OSS Services shall be as stated in
Exhibit II, Section 2 following.
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1.5 ACCESS TO AND USE OF ▇▇▇▇ ATLANTIC OSS FACILITIES
1.5.1 ▇▇▇▇ Atlantic OSS Facilities may be accessed and used by
Reseller only to the extent necessary for Reseller's access to and
use of ▇▇▇▇ Atlantic OSS Services pursuant to this Agreement.
1.5.2 ▇▇▇▇ Atlantic OSS Facilities may be accessed and used by
Reseller only to provide Telecommunications Services to Reseller
Customers.
1.5.3 Reseller shall restrict access to and use of ▇▇▇▇ Atlantic OSS
Facilities to Reseller. This Agreement does not grant to Reseller any
right or license to grant sublicenses to other persons, or permission
to other persons (except Reseller's employees, Agents and contractors,
in accordance with Exhibit I, Section 1.5.7, below), to access or use
▇▇▇▇ Atlantic OSS Facilities.
1.5.4 Reseller shall not (a) alter, modify or damage the ▇▇▇▇ Atlantic
OSS Facilities (including, but not limited to, ▇▇▇▇ Atlantic
software), (b) copy, remove, derive, reverse engineer, or decompile,
software from the ▇▇▇▇ Atlantic OSS Facilities, or (c) obtain access
through ▇▇▇▇ Atlantic OSS Facilities to ▇▇▇▇ Atlantic databases,
facilities, equipment, software, or systems, which are not offered
for Reseller's use under this Agreement.
1.5.5 Reseller shall comply with all practices and procedures
established by ▇▇▇▇ Atlantic for access to and use of ▇▇▇▇ Atlantic
OSS Facilities (including, but not limited to, ▇▇▇▇ Atlantic
practices and procedures with regard to security and use of access
and user identification codes).
1.5.6 All practices and procedures for access to and use of ▇▇▇▇
Atlantic OSS Facilities, and all access and user identification
codes for ▇▇▇▇ Atlantic OSS Facilities: (a) shall remain the property
of ▇▇▇▇ Atlantic; (b) shall be used by Reseller only in connection
with Reseller's use of ▇▇▇▇ Atlantic OSS Facilities permitted by
this Agreement; (c) shall be treated by Reseller as Confidential
Information of ▇▇▇▇ Atlantic pursuant to Section 13; and, (d) shall
be destroyed or returned by Reseller to ▇▇▇▇ Atlantic upon the
earlier of request by ▇▇▇▇ Atlantic or the expiration or termination
of this Agreement.
1.5.7 Reseller's employees, Agents and contractors may access and use
▇▇▇▇ Atlantic OSS Facilities only to the extent necessary for
Reseller's access to and use of the ▇▇▇▇ Atlantic OSS Facilities
permitted by this Agreement. Any access to or use of ▇▇▇▇ Atlantic
OSS Facilities by Reseller's employees, Agents, or contractors, shall
be subject to the provisions of this Agreement, including, but not
limited to, Section 13, Exhibit I, Section 1.5.6, and Exhibit I,
Section 1.6.3.3.
35
1.6 ▇▇▇▇ ATLANTIC OSS INFORMATION
1.6.1 Subject to the provisions of this Agreement and Applicable Law,
▇▇▇▇ Atlantic grants to Reseller a non-exclusive license to use ▇▇▇▇
Atlantic OSS Information.
1.6.2 All ▇▇▇▇ Atlantic OSS Information shall at all times remain the
property of ▇▇▇▇ Atlantic. Except as expressly stated in this
Agreement, Reseller shall acquire no rights in or to any ▇▇▇▇ Atlantic
OSS Information.
1.6.3.1 The provisions of this Exhibit I, Section 1.6.3 apply to all
▇▇▇▇ Atlantic OSS Information, except (a) Reseller Usage Information,
(b) CPNI of Reseller, and (c) CPNI of a ▇▇▇▇ Atlantic Customer or a
Reseller Customer, to the extent the Customer has authorized Reseller
to use the Customer Information.
1.6.3.2 ▇▇▇▇ Atlantic OSS Information may be accessed and used by
Reseller only to provide Telecommunications Services to Reseller
Customers.
1.6.3.3 Reseller shall treat ▇▇▇▇ Atlantic OSS Information that is
designated by ▇▇▇▇ Atlantic, through written or electronic notice
(including, but not limited to, through the ▇▇▇▇ Atlantic OSS
Services), as "Confidential" or "Proprietary" as Confidential
Information of ▇▇▇▇ Atlantic pursuant to Section 13.
1.6.3.4 Except as expressly stated in this Agreement, this Agreement
does not grant to Reseller any right or license to grant sublicenses
to other persons, or permission to other persons (except Reseller's
employees, Agents or contractors, in accordance with Exhibit I,
Section 1.6.3.5), to access, use or disclose ▇▇▇▇ Atlantic OSS
Information.
1.6.3.5 Reseller's employees, Agents and contractors may access, use and
disclose ▇▇▇▇ Atlantic OSS Information only to the extent necessary
for Reseller's access to, and use and disclosure of, ▇▇▇▇ Atlantic
OSS Information permitted by this Agreement. Any access to, or use or
disclosure of, ▇▇▇▇ Atlantic OSS Information by Reseller's employees,
Agents or contractors, shall be subject to the provisions of this
Agreement, including, but not limited to, Section 13 and Exhibit I,
Section 1.6.3.3.
1.6.3.6 Reseller's license to use ▇▇▇▇ Atlantic OSS Information shall
expire upon the earliest of: (a) the time when the ▇▇▇▇ Atlantic OSS
Information is no longer needed by Reseller to provide
Telecommunications Services to Reseller Customers; (b) termination of
the license in accordance with this Agreement; or (c) expiration or
termination of this Agreement.
1.6.3.7 All ▇▇▇▇ Atlantic OSS Information received by Reseller shall be
destroyed or returned by Reseller to ▇▇▇▇ Atlantic, upon expiration,
suspension or termination of the license to use such ▇▇▇▇ Atlantic OSS
Information.
36
1.6.4 Unless sooner terminated or suspended in accordance with this
Agreement (including, but not limited to, Section 17.1 and Exhibit I,
Section 1.7. 1), Reseller's access to ▇▇▇▇ Atlantic OSS Information
through ▇▇▇▇ Atlantic OSS Services shall terminate upon the expiration
or termination of this Agreement.
1.6.5.1 Without in any way limiting Section 16.3, ▇▇▇▇ Atlantic shall
have the right (but not the obligation) to audit Reseller to as
certain whether Reseller is complying with the requirements of
Applicable Law and this Agreement, with regard to Reseller's access
to, and use and disclosure of, ▇▇▇▇ Atlantic OSS Information.
1.6.5.2 Without in any way limiting Section 16.3, Section 16.4, or
Exhibit I, Section 1.6.5.1, ▇▇▇▇ Atlantic shall have the right (but
not the obligation) to monitor Reseller's access to and use of ▇▇▇▇
Atlantic OSS Information which is made available by ▇▇▇▇ Atlantic to
Reseller pursuant to this Agreement, to ascertain whether Reseller is
complying with the requirements of Applicable Law and this Agreement,
with regard to Reseller's access to, and use and disclosure of, such
▇▇▇▇ Atlantic OSS Information. The foregoing right shall include, but
not be limited to, the right (but not the obligation) to
electronically monitor Reseller's access to and use of ▇▇▇▇ Atlantic
OSS Information which is made available by ▇▇▇▇ Atlantic to Reseller
through ▇▇▇▇ Atlantic OSS Facilities.
1.6.5.3 Information obtained by ▇▇▇▇ Atlantic pursuant to this
Exhibit I, Section 1.6.5 shall be treated by ▇▇▇▇ Atlantic as
Confidential Information of Reseller pursuant to Section 13; provided
that, ▇▇▇▇ Atlantic shall have the right (but not the obligation) to
use and disclose information obtained by ▇▇▇▇ Atlantic pursuant to
this Exhibit I, Section 1.6.5 to enforce Applicable Law and/or ▇▇▇▇
Atlantic's rights under this Agreement.
1.6.6 Reseller acknowledges that the ▇▇▇▇ Atlantic OSS Information, by
its nature, is updated and corrected on a continuous basis by ▇▇▇▇
Atlantic, and therefore that ▇▇▇▇ Atlantic OSS Information is subject
to change from time to time.
1.7 LIABILITIES AND REMEDIES
1.7.1 Any breach by Reseller, or Reseller's employees, Agents or
contractors, of the provisions of Exhibit I, Section 1.5 or
Exhibit I, Section 1.6, shall be deemed a material breach of a
material provision of this Agreement by Reseller under Section 17.1
of this Agreement. In addition, if Reseller or an employee, Agent or
contractor of Reseller at any time breaches a provision of Exhibit I,
Section 1.5 or Exhibit I, Section 1.6, and such breach continues for
more than ten (10) days after written notice thereof from ▇▇▇▇
Atlantic, then, except as otherwise required by Applicable Law, ▇▇▇▇
Atlantic shall have the right, upon notice to Reseller, to suspend
the license to use ▇▇▇▇ Atlantic OSS Information granted by
Exhibit I, Section 1.6.1 and/or the provision of ▇▇▇▇ Atlantic OSS
Services, in whole or in part.
1.7.2 Reseller agrees that ▇▇▇▇ Atlantic would be irreparably injured
by a breach of Exhibit I, Section 1.5 or Exhibit I, Section 1.6 by
Reseller or the employees, Agents or
37
contractors of Reseller, and that ▇▇▇▇ Atlantic shall be entitled to
seek equitable relief, including injunctive relief and specific
performance, in the event of any breach of Exhibit I, Section 1.5 or
Exhibit I, Section 1.6 by Reseller or the employees, Agents or
contractors of Reseller. Such remedies shall not be deemed to be the
exclusive remedies for a breach of Exhibit I, Section 1.5 or Exhibit
I, Section 1.6, but shall be in addition to any other remedies
available under this Agreement or at law or in equity.
1.8 RELATION TO APPLICABLE LAW
The provisions of Exhibit I, Sections 1.5, 1.6 and 1.7 shall be
in addition to and not in derogation of any provisions of Applicable
Law, including, but not limited to, 47 U.S.C. Section 222 and the FCC
rules in 47 CFR Section 64.2001 - Section 64.2009, and are not
intended to constitute a waiver by ▇▇▇▇ Atlantic of any right with
regard to protection of the confidentiality of the information of ▇▇▇▇
Atlantic or ▇▇▇▇ Atlantic Customers provided by Applicable Law.
1.9 COOPERATION
Reseller, at Reseller's expense, shall reasonably cooperate with
▇▇▇▇ Atlantic in using ▇▇▇▇ Atlantic OSS Services. Such cooperation
shall include, but not be limited to, the following:
1.9.1 Upon request by ▇▇▇▇ Atlantic, Reseller shall by no later than
the fifteenth (15th) day of each calendar month submit to ▇▇▇▇
Atlantic reasonable, good faith estimates (by central office or other
▇▇▇▇ Atlantic office or geographic area designated by ▇▇▇▇ Atlantic)
of the volume of each ▇▇▇▇ Atlantic Retail Telecommunications Service
for which Reseller anticipates submitting Orders in each week of the
next calendar month.
1.9.2 Upon request by ▇▇▇▇ Atlantic, Reseller shall submit to ▇▇▇▇
Atlantic reasonable, good faith estimates of other types of
transactions or use of ▇▇▇▇ Atlantic OSS Services that Reseller
anticipates.
1.9.3 Reseller shall reasonably cooperate with ▇▇▇▇ Atlantic in
submitting Orders for ▇▇▇▇ Atlantic Retail Telecommunications
Services and otherwise using the ▇▇▇▇ Atlantic OSS Services, in
order to avoid exceeding the capacity or capabilities of such ▇▇▇▇
Atlantic OSS Services.
1.9.4 Reseller shall participate in cooperative testing of ▇▇▇▇
Atlantic OSS Services and shall provide assistance to ▇▇▇▇ Atlantic
in identifying and correcting mistakes, omissions, interruptions,
delays, errors, defects, faults, failures, or other deficiencies, in
▇▇▇▇ Atlantic OSS Services.
1.10 ▇▇▇▇ Atlantic Access to Information Related to Reseller
CUSTOMERS
38
1.10.1 ▇▇▇▇ Atlantic shall have the right to access, use and disclose
information related to Reseller Customers that is in ▇▇▇▇ Atlantic's
possession (including, but not limited to, in ▇▇▇▇ Atlantic OSS
Facilities) to the extent such access, use and/or disclosure has been
authorized by the Reseller Customer in the manner required by
Applicable Law.
1.10.2 Upon request by ▇▇▇▇ Atlantic, Reseller shall negotiate in good
faith and enter into a contract with ▇▇▇▇ Atlantic, pursuant to which
▇▇▇▇ Atlantic may obtain access to Reseller's operations support
systems (including, systems for pre-ordering, ordering, provisioning,
maintenance and repair, and billing) and information contained in such
systems, to permit ▇▇▇▇ Atlantic to obtain information related to
Reseller Customers (as authorized by the applicable Reseller
Customer), to permit Customers to transfer service from one
Telecommunications Carrier to another, and for such other purposes as
may be permitted by Applicable Law.
2. E911/911 SERVICES
2.0 Reseller acknowledges and agrees that, prior to initiating any
911/E911 service hereunder, Reseller has sole responsibility for
notifying and complying with regulations and requirements of the State
of New Jersey. This includes prior notification to the State of New
Jersey Director of 911/E911 Services of Reseller's intent to perform
and the scope of such 911/E911 services. The State of New Jersey
Director of 911/E911 Services may be contacted at:
New Jersey Office of Emergency Telecommunications Services
New Jersey State Police Headquarters
P. 0. Box ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ - 0068
Attn: S. ▇▇▇▇▇▇ ▇▇▇▇▇▇, Executive Director
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇, Extension 2970
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
39
2.1 Where and to the extent that ▇▇▇▇ Atlantic provides E911/911
call routing to a Public Safety Answering Point ("PSAP") to ▇▇▇▇
Atlantic's own end user retail Customers, ▇▇▇▇ Atlantic will provide
to Reseller, for resold ▇▇▇▇ Atlantic Retail Telecommunications
Service dial tone lines, E911/911 call routing to the appropriate
PSAP. ▇▇▇▇ Atlantic will provide Reseller Customer information for
resold ▇▇▇▇ Atlantic Retail Telecommunications Service dial tone
lines to the PSAP as that information is provided to ▇▇▇▇ Atlantic
by Reseller where and to the same extent that ▇▇▇▇ Atlantic provides
▇▇▇▇ Atlantic end user retail Customer information to the PSAP. ▇▇▇▇
Atlantic will update and maintain, on the same schedule that ▇▇▇▇
Atlantic uses with ▇▇▇▇ Atlantic's own end user retail Customers, for
Reseller Customers served by resold ▇▇▇▇ Atlantic Retail
Telecommunications Service dial tone lines, the Reseller Customer
information in ▇▇▇▇ Atlantic's E911/911 databases.
2.2 Reseller shall provide to ▇▇▇▇ Atlantic the name, telephone
number and address, of all Reseller Customers, and such other
information as may be requested by ▇▇▇▇ Atlantic, for inclusion in
E911/911 databases. Any change in Reseller Customer name, address or
telephone number information (including addition or deletion of a
Reseller Customer, or a change in Reseller Customer name, telephone
number or address), or in other E911/911 information supplied by
Reseller to ▇▇▇▇ Atlantic, shall be reported to ▇▇▇▇ Atlantic by
Reseller within one (1) day after the change.
2.3 To the extent that it is necessary (whether as a requirement of
Applicable Law or otherwise) for Reseller to enter into any agreements
or other arrangements with governmental entities (or governmental
entity contractors) related to E911/911 in order for Reseller to
provide Telecommunications Services, Reseller shall at Reseller's
expense enter into such agreements and arrangements.
3. ROUTING TO DIRECTORY ASSISTANCE AND OPERATOR SERVICES
3.1 Upon request by Reseller, to the extent technically feasible,
▇▇▇▇ Atlantic will provide to Reseller the capability of rerouting to
Reseller's platforms directory assistance traffic (411 and 555-1212
calls) from Reseller Customers served by resold ▇▇▇▇ Atlantic Retail
Telecommunications Service dial tone line service and operator
services traffic (0+ and 0- intraLATA calls) from Reseller Customers
served by resold ▇▇▇▇ Atlantic Retail Telecommunications Service dial
tone line service.
3.2 A request for the rerouting service described in Exhibit I,
Section 4.1 must be made by Reseller (a) on a ▇▇▇▇ Atlantic
switch-by-▇▇▇▇ Atlantic switch basis, and (b) at least ninety (90)
days in advance of the date that the rerouting capability is to be
made available in an applicable ▇▇▇▇ Atlantic switch.
3.3 The prices for the rerouting service described in Exhibit I,
Section 4.1 shall be as stated in Exhibit II, Section 2.
40
4. LIDB/BVS
4.1 Upon request by Reseller, ▇▇▇▇ Atlantic will maintain information
(including calling card numbers and collect and ▇▇▇▇ to third party
billing restriction notation) for Reseller Customers who subscribe to
resold ▇▇▇▇ Atlantic Retail Telecommunications Service dial tone line
service, in ▇▇▇▇ Atlantic's Line Information Database ("LIDB"), where
and to the same extent that ▇▇▇▇ Atlantic maintains information in
▇▇▇▇ Atlantic's LIDB for ▇▇▇▇ Atlantic's own end-user retail
Customers.
4.2 If an end-user terminates ▇▇▇▇ Atlantic Retail Telecommunications
Service dial tone line service provided to the end-user by ▇▇▇▇
Atlantic and, in place thereof, subscribes to Reseller for resold ▇▇▇▇
Atlantic Retail Telecommunications Service dial tone line service,
▇▇▇▇ Atlantic will remove from ▇▇▇▇ Atlantic's LIDB any ▇▇▇▇ Atlantic
assigned telephone line calling card number (including area code)
("TLN") and Personal Identification Number ("PIN") associated with the
terminated ▇▇▇▇ Atlantic Retail Telecommunications Service dial tone
line service. The ▇▇▇▇ Atlantic-assigned TLN and PIN will be removed
from ▇▇▇▇ Atlantic's LIDB within twenty-four (24) hours after ▇▇▇▇
Atlantic terminates the ▇▇▇▇ Atlantic Retail Telecommunications
Service dial tone line service with which the number was associated.
Reseller may issue a new telephone calling card to such end-user,
utilizing the same TLN, and the same or a different PIN. Upon request
by Reseller, ▇▇▇▇ Atlantic will enter such TLN and PIN in ▇▇▇▇
Atlantic's LIDB for calling card validation purposes.
4.3 Reseller information which is stored in ▇▇▇▇ Atlantic's LIDB will
be subject, to the same extent as ▇▇▇▇ Atlantic information stored
in ▇▇▇▇ Atlantic's LIDB, to access and use by, and disclosure to,
those persons (including, but not limited to, ▇▇▇▇ Atlantic) to
whom ▇▇▇▇ Atlantic allows access to information which is stored in
▇▇▇▇ Atlantic's LIDB. Reseller hereby grants to ▇▇▇▇ Atlantic and
the persons to whom ▇▇▇▇ Atlantic allows access to information
which is stored in ▇▇▇▇ Atlantic's LIDB, a royalty free license for
such access, use and disclosure.
4.4 Reseller shall obtain contractual agreements with each of the persons
authorized to have access to ▇▇▇▇ Atlantic's LIDB, under which
Reseller will ▇▇▇▇ Reseller Customers for calling card, third party,
collect and other calls validated by such persons through ▇▇▇▇
Atlantic's LIDB.
4.5 Reseller warrants that the information provided by Reseller for
inclusion in ▇▇▇▇ Atlantic's LIDB will at all times be current,
accurate and appropriate for use for billing validation services.
4.6 Upon request by Reseller, ▇▇▇▇ Atlantic will provide to Reseller
▇▇▇▇ Atlantic Billing Validation Service, in accordance with ▇▇▇▇
Atlantic's Tariffs, for use by Reseller in connection with ▇▇▇▇
Atlantic Retail Telecommunications Services purchased and provided by
Reseller pursuant to this Agreement.
41
4.7 Information in ▇▇▇▇ Atlantic's LIDB provided to Reseller shall be
treated by Reseller as Confidential Information of ▇▇▇▇ Atlantic
pursuant to Section 13.
4.8 The prices for the services described in this Exhibit I, Section 5
shall be as stated in Exhibit II, Section 2.
42
EXHIBIT II
PRICES FOR ▇▇▇▇ ATLANTIC SERVICES
1. ▇▇▇▇ ATLANTIC RETAIL TELECOMMUNICATIONS SERVICES
1.1 PRICES
The prices for ▇▇▇▇ Atlantic Retail Telecommunications Services
shall be the Retail Prices stated in ▇▇▇▇ Atlantic's Tariffs for such ▇▇▇▇
Atlantic Retail Telecommunications Services, less: (a) the applicable discount
stated in ▇▇▇▇ Atlantic's Tariffs for ▇▇▇▇ Atlantic Retail Telecommunications
Services purchased for resale pursuant to 47 U.S.C. Section 251(c)(4); or, (b)
in the absence of an applicable ▇▇▇▇ Atlantic Tariff discount for ▇▇▇▇ Atlantic
Retail Telecommunications Services purchased for resale pursuant to 47 U.S.C.
Section 251(c)(4), the applicable discount stated in Exhibit II, Attachment 1.
1.2 INAPPLICABILITY OF DISCOUNTS
The discounts provided for in Exhibit II, Section 1.1, shall not be
applied to:
1.2.1 Retail Prices that are in effect for no more than ninety (90) days;
1.2.2 Charges for services and products provided by ▇▇▇▇ Atlantic that are not
▇▇▇▇ Atlantic Retail Telecommunications Services, including, but not limited
to, ▇▇▇▇ Atlantic Ancillary Services, and exchange access services as defined in
Section 3(16) of the Act, 47 U.S.C. Section 153(16);
1.2.3 Subscriber Line Charges, Federal Line Cost Charges, end user common line
charges, carrier selection and change charges, and Audiotex Service charges,
and to the extent applicable, the Presubscribed Interexchange Carrier Charge
applicable to Reseller Customers who have not presubscribed to an interexchange
carrier for long distance services; and,
1.2.4 Any service or charge which the Board, the FCC, or other governmental
entity of appropriate jurisdiction, determines is not subject to a wholesale
rate discount under 47 U.S.C. Section 251(c)(4).
1.3 DISCOUNT CHANGES
1.3.1 ▇▇▇▇ Atlantic shall change the discounts provided for in Exhibit II,
Section 1.1, above, from time-to-time, to the extent such change is required by
Applicable Law, including, but not limited to, by regulation or order of the
Board, the FCC, or other governmental entity of appropriate jurisdiction.
43
1.3.2 ▇▇▇▇ Atlantic shall have the right to change the discounts provided for
in Exhibit II, Section 1.1, above, from time-to-time, to the extent such change
is required, approved or permitted by Applicable Law, including, but not limited
to, by regulation or order of the Board, the FCC, or other governmental entity
of appropriate jurisdiction.
1.4 Offers of Merchandise and Services which are not ▇▇▇▇ Atlantic Retail
Telecommunications Services.
Reseller shall not be eligible to participate in any ▇▇▇▇ Atlantic
plan or program under which ▇▇▇▇ Atlantic end user retail Customers may obtain
products or merchandise, or services which are not ▇▇▇▇ Atlantic Retail
Telecommunications Services, in return for trying, agreeing to purchase,
purchasing, or using, ▇▇▇▇ Atlantic Retail Telecommunications Services.
2. ▇▇▇▇ ATLANTIC ANCILLARY SERVICES
2.1 PRICES
2.1.1 The prices for ▇▇▇▇ Atlantic Ancillary Services shall be as stated: (a) in
▇▇▇▇ Atlantic's Tariffs; or, (b) in the absence of an applicable ▇▇▇▇ Atlantic
Tariff price, in Exhibit II, Attachment 1.
2.1.2 If ▇▇▇▇ Atlantic at any time offers a ▇▇▇▇ Atlantic Ancillary Service the
prices for which are not stated in ▇▇▇▇ Atlantic's Tariffs or Exhibit II,
Attachment 1, ▇▇▇▇ Atlantic shall have the right to revise Exhibit II,
Attachment 1, to add the prices to Exhibit II, Attachment 1.
2.2 PRICE CHANGES
2.2.1 ▇▇▇▇ Atlantic shall change the prices for ▇▇▇▇ Atlantic Ancillary
Services, from time-to-time, to the extent such change is required by Applicable
Law, including, but not limited to, by regulation or order of the Board, the
FCC, or other governmental entity of appropriate jurisdiction.
2.2.2 ▇▇▇▇ Atlantic shall have the right to change the prices for ▇▇▇▇ Atlantic
Ancillary Services, from time-to-time, to the extent such change is required,
approved or permitted by Applicable Law, including, but not limited to, by
regulation or order of the Board, the FCC, or other governmental entity of
appropriate jurisdiction.
2.2.3 Except as otherwise required by Applicable Law, ▇▇▇▇ Atlantic shall give
Reseller thirty (30) days advance written notice of any increase in the prices
stated in Exhibit II, Attachment I for ▇▇▇▇ Atlantic Ancillary Services.
44
ATTACHMENT I
TO EXHIBIT II
▇▇▇▇ ATLANTIC - NEW JERSEY, INC.
DETAILED SCHEDULE OF ITEMIZED CHARGES(1)
1. WHOLESALE DISCOUNT FOR RESALE OF RETAIL TELECOMMUNICATIONS SERVICES
Resale of retail services if Reseller provides 20.03%
own operator services platform
Resale of retail services if Reseller uses ▇▇▇▇ 17.04%
Atlantic operator services platform
----------
1 All rates and charges set forth in this Exhibit II, Attachment 1 are
subject to change from time-to-time as provided in this Agreement, including,
but not limited to, in Section 2.3 and Exhibit II of this Agreement. The rates
and charges, including interim rates, set forth in this Exhibit II, Attachment 1
shall apply until such time as they are replaced by new rates as may be approved
or allowed into effect by the Board from time to time, subject to a stay or
other order issued by any court of competent jurisdiction. At such time(s) as
such new rates have been approved or allowed into effect by the Board, the
Parties shall amend this Exhibit II, Attachment 1 to reflect the new approved
rates.
Except for citations to generally available services and rates offered
under ▇▇▇▇ Atlantic's Tariffs, all services and rates listed in this Exhibit II,
Attachment 1 are available to Reseller only in connection with the purchase and
resale of ▇▇▇▇ Atlantic Retail Telecommunications Services by Reseller under
this Agreement. Adherence to this limitation shall be subject to reasonable
audit by ▇▇▇▇ Atlantic.
The rates set forth in Sections 11 through IV of this Exhibit II,
Attachment 1, are in addition to, and not in lieu of, any other rates set forth
in this Agreement.
In addition to charges for ▇▇▇▇ Atlantic Services, Reseller shall pay,
or collect and remit, applicable taxes and surcharges (including, but not
limited to, E911/911, telecommunications relay service, and universal service
fund, surcharges), as required by Applicable Law and this Agreement.
SERVICE OR ELEMENT DESCRIPTION: RECURRING CHARGES: NON-RECURRING
CHARGE:
II. ACCESS TO OPERATION SUPPORT SYSTEMS
A. PRE-ORDERING $.26/Query Not Applicable
B. ORDERING $4.22/Transaction Not Applicable
C. PROVISIONING Included in Ordering Not Applicable
D. MAINTENANCE & REPAIR
1. ECG ACCESS $.26/Query Not Applicable
2. EB/OSI ACCESS $1.18/Trouble Ticket Not Applicable
E. BILLING
1. CD-ROM $249.57/CD-ROM Not Applicable
2. DAILY USAGE FILE
a. EXISTING MESSAGE RECORDING $.000262/Message Not Applicable
b. DELIVERY OF DUF
Data Tape $17.40/Tape $62.14/Programming
Hour
Network Data Mover $.000101/Message Not Applicable
CMDS $.000101/Message $62.14/Programming
Hour
c. DUF TRANSPORT
9.6 kb Communications Port $10.37/Month $7,660.42/Port
56 kb Communications Port $28.63/Month $31,727.40/Port
256 kb Communications Port $28.63/Month $52,773.67/Port
T1 Communications Port $363.65/Month $188,311.65/Port
Line Installation Not Applicable $62.14/Programming
Hour
Port Set-up Not Applicable $9.98/Port
Network Control Programming Not Applicable $62.14/Programming
Coding Hour
SERVICE OR ELEMENT DESCRIPTION: RECURRING CHARGES: NON-RECURRING
CHARGE:
111. DIRECTORY ASSISTANCE/OPERATOR SERVICES
ROUTING
To Reseller Platform $.31086/Line/Month $4.83/Line
To BA Platform for Re-Branding(2) .077715/Call $4.83/Line
IV. LIDB INTERCONNECTION/BILLING VALIDATION
SERVICE
Calling Card $.016280/Query Not Applicable
Billed Number Screening $.016280/Query Not Applicable
LIDB Point Codes(3) Not Applicable $86.88/Point Code
Storage of Requesting Resellers' Data in
LIDB Database(4) Not Applicable $1,487.64 Service
Establishment
---------
INTERIM RATES UNTIL PERMANENT RATES ARE ESTABLISHED BY THE COMMISSION
SEE NOTE 2 ABOVE.
SEE NOTE 2 ABOVE.
APPENDIX 1, ATTACHMENT 23
QUALIFIED BUSINESS LINES FOR VOLUME COMMITMENT
NEW JERSEY
------------------------------------------------------------------------------
ACCESS LINES
------------------------------------------------------------------------------
Message Business Service 1MB ALS
------------------------------------------------------------------------------
Measured Business Service LMB ALM
------------------------------------------------------------------------------
Flat Rate 1FB AFK
------------------------------------------------------------------------------
Direct Inward Dial Trunks TDD NDT
------------------------------------------------------------------------------
Direct Inward Dial Blocks ND8 NDJ
------------------------------------------------------------------------------
PBX Trunks Flat TFB TFR
------------------------------------------------------------------------------
PBX Trunks Measured TMB TM2
------------------------------------------------------------------------------
PBX Digital trunks D7Z D7W
------------------------------------------------------------------------------
CENTREX:**
------------------------------------------------------------------------------
**EXCLUDES:
1. Centrex systems priced under a special contract (ICB, FPO, LSO, Custom
Pricing)
2. Centrex systems which serve multiple end user customers
------------------------------------------------------------------------------
CENTREX - CUSTOPAK/CLASS OF SERVICE
------------------------------------------------------------------------------
Message CGC+X
------------------------------------------------------------------------------
CUSTOPAK LINES
------------------------------------------------------------------------------
Unrestricted R3G
------------------------------------------------------------------------------
Restricted R3K
------------------------------------------------------------------------------
Primary Off Prem RX3
------------------------------------------------------------------------------
CENTREX - CUSTOFLEX 2100/CLASS OF SERVICE
------------------------------------------------------------------------------
Message KGK+X
------------------------------------------------------------------------------
CUSTOFLEX 2100 LINES
------------------------------------------------------------------------------
Unrestricted R4N
------------------------------------------------------------------------------
Restricted RHK
------------------------------------------------------------------------------
Primary Off Prem RX3
------------------------------------------------------------------------------
ISDN - Unrestricted XQA
------------------------------------------------------------------------------
ISDN - Restricted XQK
------------------------------------------------------------------------------
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▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇▇ 24
PRODUCT AND SERVICES ELIGIBLE FOR VTD DISCOUNT
NEW JERSEY
--------------------------------------------------------------------------------------------
ACCESS LINES
--------------------------------------------------------------------------------------------
Message Business Service 1MB ALS
--------------------------------------------------------------------------------------------
Measured Business Service LMB ALM
--------------------------------------------------------------------------------------------
Flat Rate 1FB AFK
--------------------------------------------------------------------------------------------
Direct Inward Dial Trunks TDD NDT
--------------------------------------------------------------------------------------------
Direct Inward Dial Blocks ND8 NDJ
--------------------------------------------------------------------------------------------
PBX Trunks Flat TFB TFR
--------------------------------------------------------------------------------------------
PBX Trunks Measured TMB TM2
--------------------------------------------------------------------------------------------
PBX Digital trunks D7Z D7W
--------------------------------------------------------------------------------------------
INTRA-LATA TOLL
# MUST BE ASSOCIATED WITH A RESOLD VTD QUALIFIED BUSINESS LINE
--------------------------------------------------------------------------------------------
Message Rate Service N/A
--------------------------------------------------------------------------------------------
MTS, including Key Connections & Rewarding Connections VWDK1 WRV
------------------------------
Optional Calling Plan but excluding all other OCPs OVSXX OVS4X
--------------------------------------------------------------------------------------------
FEATURES
# MUST BE ASSOCIATED WITH A RESOLD VTD QUALIFIED BUSINESS LINE
--------------------------------------------------------------------------------------------
Touch Tone TTB TJB
--------------------------------------------------------------------------------------------
IQ SERVICES:
# MUST BE ASSOCIATED WITH A RESOLD VTD QUALIFIED BUSINESS LINE
--------------------------------------------------------------------------------------------
Call Forwarding ESM
--------------------------------------------------------------------------------------------
Call Waiting ESX
--------------------------------------------------------------------------------------------
Call Waiting ID NWT
--------------------------------------------------------------------------------------------
Speed Dialing 8 ESL
--------------------------------------------------------------------------------------------
Speed Dialing 30 ESF
--------------------------------------------------------------------------------------------
3 Way Calling (per Use or Monthly) ESC
--------------------------------------------------------------------------------------------
*69 (per Use or Monthly) NSS
--------------------------------------------------------------------------------------------
Call Trace (Per Use Charge)
--------------------------------------------------------------------------------------------
Caller ID NSD
--------------------------------------------------------------------------------------------
Caller ID with Name NDF
--------------------------------------------------------------------------------------------
Per Call Blocking (Per Use Charge)
--------------------------------------------------------------------------------------------
Repeat Dialing NSQ
--------------------------------------------------------------------------------------------
Ultra Forward FRM
--------------------------------------------------------------------------------------------
Distinctive Ring DRQ+X
--------------------------------------------------------------------------------------------
Priority Call NSK
--------------------------------------------------------------------------------------------
Select Forward NCE
--------------------------------------------------------------------------------------------
Call Block NSY
--------------------------------------------------------------------------------------------
Call Gate OC4
--------------------------------------------------------------------------------------------
Anonymous Call Rejection - w/Caller ID AWY
--------------------------------------------------------------------------------------------
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