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EXHIBIT 10.29
CONFIDENTIAL TREATMENT REQUESTED UNDER 17 C.F.R. Sections 200.80(b)(4), 200.83
and 230.406.
[GTE LOGO]
Master Agreement for
Internetworking Services
Rev. February 19, 1998
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THIS MASTER AGREEMENT BETWEEN GTE INTERNETWORKING INCORPORATED ("WE") AND THE
CUSTOMER IDENTIFIED BELOW ("YOU") INCLUDES THE ATTACHED SERVICE SCHEDULES AND
SERVICE QUOTATIONS (COLLECTIVELY "SCHEDULES") TOGETHER WITH ANY ADDITIONAL
SCHEDULES MUTUALLY AGREED IN WRITING IN THE FUTURE.
1. SERVICES. We will provide you the Internetworking services ("Services")
specified in the Schedule(s). Our commencement of providing any of the Services
shall constitute our acceptance of this Master Agreement.
2. PRICES. Prices are stated in the Schedules and are guaranteed for the Term
stated in the Schedules. If any of the Services are on a month-to-month basis,
we will give you at least 30 days notice of a price change. In addition, you
are responsible for applicable taxes, tariffs, telecommunications surcharges or
other governmental charges due on account of the Services.
3. PAYMENT. Unless otherwise stated in a Schedule, we will invoice you
monthly. You agree to pay within 30 days from receipt of invoice. For overdue
invoices, you will pay interest of 1.5% for each month or part of a month (or
the maximum allowed by law, whichever is less).
4. OUR RESPONSIBILITY. We are responsible for providing the Services by
qualified personnel in a professional manner. WE DISCLAIM ALL OTHER WARRANTIES,
EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR
A PARTICULAR PURPOSE.
5. YOUR RESPONSIBILITY. You are responsible for the manner in which you use
the Services, including the maintenance and security of your data, computer
network and other facilities; your choice of equipment, software and online
content, and all other matters related to how you use the Services. Unless
expressly permitted by a Schedule or separate reseller agreement with us, you
shall not resell Services, or access to Services, directly or indirectly to
third parties.
6. INDEMNIFICATION. We will indemnify you for damages, costs and attorneys
fees you incur from any claim that our design of the Services infringes any
U.S. patent, copyright, trademark, trade secret or other intellectual property
right. You will indemnify us for damages, costs and attorneys fees we incur
from any claim arising from your manner of using of the Services, your
combination of the Services with other products or services not provided by us,
or your modification of the Services. The indemnifying party shall conduct the
defense and shall have control of the litigation; the other party shall give
prompt notice of claims and shall cooperate in defending against the claim. THE
PARTIES DISCLAIM THE IMPLIED WARRANTY OF NON-INFRINGEMENT, RELYING INSTEAD ON
THE TERMS OF THIS SECTION.
7. IP ADDRESSES. Upon expiration, cancellation or termination of the
Agreement or applicable Schedule, you shall relinquish any IP addresses or
address blocks assigned to you by us.
8. ACKNOWLEDGMENT. You agree that we may include your name in listings of our
customers.
9. COMPLIANCE WITH LAWS. You shall not use or permit your end users to use
the Services in ways that violate laws or our acceptable use policy which is
published on our web site at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇/▇▇▇/, infringe the rights of
others, or interfere with users of our network or other networks. For example,
you shall not distribute chain letters or unsolicited bulk electronic mail
("spamming"); propagate computer worms or viruses; use a false identity;
attempt to gain unauthorized entry to any site or network; distribute child
pornography, obscenity or defamatory material over the Internet; or infringe
copyrights, trademarks or other intellectual property rights. You further agree
to comply with U.S. export laws concerning the transmission of technical data
and other regulated materials via the Services.
10. TERMINATION. Either party may terminate or cancel this Agreement if the
other fails to cure a material breach of the Agreement within 30 days after
receiving written notice of the breach. We reserve the right, but assume no
obligation, to suspend performance immediately if you are more than 30 days
overdue in payments or if, in our reasonable judgment, you have violated
Section 9.
11. LIMITATION OF LIABILITY. EXCEPT FOR (A) INDEMNIFICATIONS PURSUANT TO
SECTION 6, (B) BREACH OF ANY CONFIDENTIALITY OBLIGATIONS STATED IN A SERVICE
SCHEDULE, AND (C) BREACHES BY YOU OF LICENSE TERMS APPLICABLE TO GTE-PROVIDED
SOFTWARE, NEITHER PARTY (NOR ITS SUPPLIERS OR CUSTOMERS) SHALL BE LIABLE TO THE
OTHER PARTY FOR PUNITIVE, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES
INCLUDING WITHOUT LIMITATION, LOST PROFITS OR LOSS OR DAMAGE TO DATA ARISING OUT
OF THE USE OR INABILITY TO USE SERVICES, EVEN IF THE PARTY HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES.
12. LIMITATION OF DAMAGES. OUR AGGREGATE LIABILITY TO YOU RELATING TO OR
ARISING OUT OF THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL NOT
EXCEED (a) THE TOTAL AMOUNTS PAID BY YOU TO US FOR THE SERVICE IN QUESTION,
DURING THE ONE-YEAR PERIOD IMMEDIATELY PRECEDING THE EVENT WHICH GAVE RISE TO
YOUR CLAIMS OR (b) $100,000, WHICHEVER IS LESS.
13. MISCELLANEOUS. The terms and conditions of this Agreement supersede all
previous agreements, proposals or representations related to the Services.
Except for assignments to GTE affiliates, neither party may assign this
Agreement without the prior written consent of the other party. This Agreement
shall be governed by the substantive laws of the Commonwealth of Massachusetts.
Any changes to this Agreement, or any additional or different terms in your
purchase orders, acknowledgments or other documents, will not be effective
unless expressly agreed to in writing by us.
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PLEASE SIGN BELOW TO INDICATE YOUR UNDERSTANDING AND ACCEPTANCE
OF THE TERMS OF THIS AGREEMENT
COMPANY (TYPE OR PRINT FULL CUSTOMER NAME): GENERAL MAGIC, INC.
SIGNATURE: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ DATE: Sept. 4, 1998
PRINT NAME: ▇▇▇▇ ▇. ▇▇▇▇▇▇ TITLE: Manager of Information Services
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SERVICE SCHEDULE
[GTE LOGO] INTERNET ADVANTAGE(SM)
DOWNSTREAM SERVICE PROVIDER (DSP/ISP)
REV. JUNE 1998
THIS SERVICE SCHEDULE IS PART OF AND IS GOVERNED BY THE MASTER AGREEMENT FOR
INTERNETWORKING SERVICES ("MASTER AGREEMENT"). THE TERMS AND CONDITIONS OF THE
MASTER AGREEMENT ARE INCORPORATED HEREIN BY REFERENCE.
1. COVERED SERVICES. We will provide you with the version of Internet
Advantage(SM) Connection Service ("IA Service") indicated in the Service
Quotation ("Quotation"). The Service Period and fees for the IA Service are
described in the Quotation. Our commencement of providing IA Service to you as
described in the Quotation shall constitute our acceptance of this Service
Schedule.
2. SERVICE DESCRIPTION. IA Service provides you with dedicated access to the
Internet. Further details of the IA Service are set forth in the Service
Description for the version of the IA Service you have selected, as indicated
on the attached Quotation. Service Descriptions are available from your GTE
sales representative.
3. SERVICE LEVEL GUARANTEE AND LIMITED REMEDY. We are committed to providing
you with reliable, high quality Services, and we offer certain assurances about
the quality of Services ("Service Level Guarantee"). A description of the
current Service Level Guarantee is available on our Web site at
▇▇▇▇://▇▇▇.▇▇▇.▇▇▇/▇▇▇▇▇▇▇▇/▇▇▇▇▇▇/▇▇▇▇▇▇▇▇▇.▇▇▇ or from your GTE
Internetworking sales representative. We reserve the right to change, amend, or
revise the Service Level Guarantee at any time. In the event of any change in
the Service Level Guarantee, your warranties and/or remedies may change. The
warranties and/or remedies described in the then-current Service Level
Guarantee for the applicable Service are your sole remedies under the
Agreement. THIS SERVICE LEVEL GUARANTEE IS THE SOLE AND EXCLUSIVE REMEDY FOR
FAILURE OR DEFECT OF IA SERVICE.
4. RESELLING AUTHORITY & PERMITTED USE. Subject to the terms and conditions set
forth herein, we authorize you to: (a) use the IA Service for your internal
business purposes; (b) provide access to the IA Service to your customers; (c)
allow your customers, through a binding written agreement, to use the IA
Service for internal personal or business use; and (d) allow such customers to
resell the IA Services to third-parties, through a binding written agreement to
third parties [(c) and (d) collectively referred to as "End Users"]. Written
agreements as specified above shall incorporate terms substantially similar to
those stated in Section 16 "MANDATORY FLOW DOWN TERMS" of this Service
Schedule. You are authorized to provide access to the IA Services to your
employees and End Users, all of whom must be located within the United States
of America.
5. RENEWAL. We encourage you to contact us by sending an inquiry via email to:
▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇ prior to the expiration of the then-current Service Period
to renew the IA Service for an additional term of one year or greater. If the
Service Period expires before it has been renewed in writing, then we may
continue to provide you with the IA Service on a month-to-month basis, at 105%
of our then-current undiscounted list prices, until the Service Period has been
renewed in writing.
6. SERVICE CANCELLATION. You may cancel the IA Service at any time by providing
60 days prior written notice via email to: ▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇. If you cancel
during a Service Period, you agree to pay us (a) all IA Service fees accrued as
of the cancellation date and (b) an early cancellation fee in an amount equal
to 50% of IA Service fees due for the canceled portion of the Service Period.
You are responsible in all events for any telephone company circuit
cancellation charges incurred by us as a result of your cancellation. If you
elect IA Service with flexible pricing, the cancellation fees shall be
calculated based upon the applicable price for the lowest IA Service usage band.
7. SOFTWARE WE PROVIDE. In the event we provide any software to you in
connection with IA Service, we grant you a personal, non-exclusive,
non-transferable license for the duration of the Service Period, to use such
software in object code form only, on hardware provided by us, for the sole
purpose of enabling you to use the IA Service on your premises. You acknowledge
that the software is copyrighted, that title to such software remains with us
and our suppliers, if any, and that the content and design of such software are
valuable trade secrets. You are authorized to make one copy of the Software for
backup purposes only. You agree not to (a) disclose or make available to third
parties any portion of such software without our advance written permission;
(b) further copy or duplicate such software; (c) reverse engineer, decompile or
disassemble such software; (d) make derivative works from such software; or (e)
modify such software. YOU ACKNOWLEDGE THAT OUR THIRD PARTY SOFTWARE SUPPLIERS
DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT.
7, IP ADDRESSES. Upon expiration, cancellation or termination of the Agreement
or applicable Schedule, you shall relinquish any IP addresses or address blocks
assigned to you or End-Users by us.
9. DOMAIN NAME FEES. All fees associated with domain name registration and
periodic maintenance of domain names are your responsibility and will be billed
directly to you by InterNIC. Such fees are not included in the prices for the
IA Service.
10. RETURN OF EQUIPMENT AND SOFTWARE. Upon termination or expiration of the
Service Period (unless extended by the parties), you agree to return to us all
hardware and software (other than hardware and software which you have
purchased from us) which we have provided to you in connection with the IA
Service. In the event such hardware and software is not returned to us within
30 days following such termination or expiration, we will charge you the
undepreciated list price of the unreturned hardware and software, in addition
to all applicable late return fees.
11. CONTENT RESPONSIBILITY. You understand that we are not responsible for the
content of the transmissions that may pass through the Internet and/or the IA
Services. You agree that you will NOT use the IA Services in ways that violate
laws, infringe the rights of others, or interfere with the users, services, or
equipment of other networks. For example, you shall not distribute unsolicited
advertising, chain letters, or commercial electronic mail ("spamming");
propagate computer worms or viruses; attempt to gain unauthorized entry to
other computers, data or networks; distribute child pornography, obscenity, or
defamatory material over the Internet; or infringe copyrights, trademarks, or
other intellectual property rights. You also agree that you will not use or
allow use of the IA Services in a manner that is inconsistent with the
then-current GTE Internetworking "Acceptable-Use Policy" available at
▇▇▇▇://▇▇▇.▇▇▇.▇▇▇/▇▇▇. You acknowledge that any breach of the foregoing
obligation, by yourself or End Users, may result in suspension or termination
of the IA Services.
12. COMPLIANCE WITH APPLICABLE LAWS. You agree that you shall use the IA
Service in full compliance with (i) all applicable export laws (including
without limitation any U.S. export laws) and (ii) all applicable local laws and
regulations (including without limitation any laws governing the import of the
IA Service. We reserve the right to suspend or terminate the IA Service (or any
portion thereof) without notice in the event that your use of the IA Service,
in our reasonable judgment violates any applicable export law, regulation, or
ordinance.
GTE Internetworking Incorporated
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SERVICE SCHEDULE
[GTE LOGO] INTERNET ADVANTAGE(SM)
DOWNSTREAM SERVICE PROVIDER (DSP/ISP)
REV. JUNE 1998
13. EXPORT COMPLIANCE: The transfer of technology across national boundaries,
including electronic transmission thereof, is regulated by the U.S. Government.
You agree not to export or re-export (including by way of electronic
transmission) any technology transmitted through Internet Advantage Connection
Service without first obtaining any required export license or governmental
approval. You further agree not to export, re-export or release any software
(including source code), technology, or foreign-produced direct product of U.S.
origin software or technology, directly or indirectly, to a country or a
national of a country that is (i) listed in the EAR as County Groups D:1 or E:2
or (ii) embargoed by the United States, if such software, technology or direct
product is controlled for export to such country for national security reasons.
If the foreign-produced direct product of such technology is a complete plant
or major component of a plant and the direct product of such plant is
controlled to such country for national security reasons or under the ITAR, you
will not export the direct product of the plant to an such country.
The countries that are embargoed, or included in Groups D:1 and E:2 may change
from time to time. As of December 30, 1997, Country Group D:1 consists of
Albania, Armenia, Azerbaijan, Belarus, Bulgaria, Cambodia, China, Estonia,
Georgia, Kasakhstan, Krygystan Laos, Latvia, Lithuania, Moldova, Mongolia,
Romania, Russia, Tajikstan, Turkmenstan, Ukraine, Uzbekistan, and Vietnam.
Country Group E:2 consists of Cuba, North Korea, and Libya, and the embargoed
countries are Cuba, Iran, Iraq, North Korea, and Sudan.
14. SURVIVAL: This provision 13 "Survival" and the following provisions shall
survive the termination of the Agreement. Provision 12 "EXPORT COMPLIANCE" of
this Service Schedule, and any Provision in the applicable Master Agreement
which references "INDEMNIFICATION", "LIMITATION OF LIABILITY", "LIMITATION OF
DAMAGES", and "WARRANTY DISCLAIMERS."
15. RESPONSIBILITY FOR END USERS. You agree to be responsible for all billing
and collection from End Users and that you will pay us on a timely basis,
regardless of whether you collect payment from End Users. You agree to be
responsible for all communications to and business relations with End Users.
You shall be responsible for providing all technical and business support
related to IA Services access for End Users, including but not limited to
responding to inquiries and questions, hot-line support, problem resolution,
providing system configuration, installation and support, as applicable and
other such services and shall maintain an organization which is highly trained
and qualified to provide such support. You are responsible for authenticating
and authorizing access by your End Users to IA Services.
16. MANDATORY FLOW-DOWN TERMS. You agree to include terms substantially
similar to the following minimum terms in legally binding agreements with End
Users. For the purpose of this section, "Network Services Supplier" shall mean
us, "Company" shall mean you, "you" and "End User" shall mean the End User and
"IA Services" shall mean Internet Advantage(SM) Connection Service.
Content Responsibility. End User understands that neither Company nor its
Network Services Supplier is responsible for the content of the
transmissions which may pass through the Internet and/or the IA Services.
End User agrees that it will NOT use the IA Services in ways that violate
laws, infringe the rights of others, or interfere with the users, services,
or equipment of the network. For example, End User shall not distribute
unsolicited advertising, chain letters, or commercial electronic mail
("spamming"); propagate computer worms or viruses; attempt to gain
unauthorized entry to other computers, data or networks; distribute child
pornography, obscenity, or defamatory material over the Internet; or
infringe copyrights, trademarks, or other intellectual property rights.
Warranty and Liability Limitations. THE NETWORK SERVICES SUPPLIER AND
COMPANY DISCLAIM ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING WARRANTIES
OR MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NEITHER COMPANY
NOR ITS NETWORK SERVICES SUPPLIER WILL BE LIABLE FOR UNAUTHORIZED ACCESS TO
COMPANY'S OR END USER'S TRANSMISSION FACILITIES OR PREMISE EQUIPMENT OR FOR
UNAUTHORIZED ACCESS TO OR ALTERATION, THEFT OR DESTRUCTION OF END USER'S
DATA FILES, PROGRAMS, PROCEDURES OR INFORMATION THROUGH ACCIDENT,
FRAUDULENT MEANS OR DEVICES, OR ANY OTHER METHOD, REGARDLESS OF WHETHER
SUCH DAMAGE OCCURS AS A RESULT OF COMPANY'S OR ITS NETWORK SERVICE
SUPPLIER'S NEGLIGENCE.
Disclaimer of Consequential Damages. IN NO EVENT WILL COMPANY OR ITS
NETWORK SERVICES SUPPLIERS BE LIABLE FOR ANY DAMAGES, INCLUDING BUT NOT
LIMITED TO LOSS OF DATA, LOSS OR REVENUE OR PROFITS, OR FOR ANY OTHER
SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR
IN CONNECTION WITH THE USE OF OR INABILITY TO USE SERVICES OR PRODUCTS
PROVIDED HEREUNDER.
Export Compliance: End User further agree to comply with U.S. Export laws
concerning the transmission of technical data and other regulated materials
via the IA Services.
IP Addresses: Upon expiration, cancellation or termination of the
Agreement, End-User shall relinquish any IP addresses or address blocks
assigned to End-User by Company or its Network Services Supplier.
AGREED & ACCEPTED:
Company: General Magic, Inc.
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Signature: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: Manager of Information Services
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Date: Sept. 4, 1998
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GTE Internetworking Incorporated Page 2 of 2
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[GTE LOGO]
AMENDMENT NO. 1
TO THE
SERVICE SCHEDULE FOR INTERNET ADVANTAGE DOWNSTREAM SERVICE PROVIDERS
BETWEEN
GTE INTERNETWORKING INCORPORATED ("GTE") AND GENERAL MAGIC INC. ("CUSTOMER")
THIS AMENDMENT #1 to Service Schedule for Internet Advantage Downstream Service
Providers September 4, 1998 (the "DSP Service Schedule") entered into between
GTE Internetworking, Incorporated ("GTE", "us" or "ours") and General Magic
Inc. ("Customer", "you" or "your").
RECITALS:
You have signed the Master Agreement and such applicable GTE quotations and/or
additional service schedules describing the Internet services to be provided to
you by us.
A. The parties desire to amend the DSP Service Schedule such that the
following paragraphs read as set forth herein.
3. RESELLING AUTHORITY & PERMITTED USE. Subject to the terms and conditions
set forth herein, we authorize you to: (a) use the IA Service for your internal
business purposes; (b) provide access to the IA service to your customers; (c)
allow your customers, through a binding agreement, to use the IA services in
conjunction with the General Magic Portico(TM) Network for internal personal or
business use; and (d) allow such customers to resell the IA services to
third-parties, through a binding written agreement, to third parties [(c) and
(d) collectively referred to as "End Users"]. Written agreements as specified
above shall incorporate terms substantially similar to those stated in Section
16 "MANDATORY FLOW DOWN TERMS" of this Service Schedule. You are authorized to
provide access to the IA Services to your employees, customers and End Users,
in conjunction with the General Magic Portico(TM) Network, which must be
located within the United States of America. You may add additional countries
upon receiving written permission from GTE or through a separate written
agreement, such permission shall not be unreasonably withheld, based upon GTE's
business and legal concerns.
16. MANDATORY FLOW-DOWN TERMS. You agree to include terms substantially
similar to the following minimum terms in legally binding agreements with End
Users. For the purpose of this section, "Network Services Supplier" shall mean
us, "Company" shall mean you, "you" and "End User" shall mean the End User and
"IA Services" shall mean Internet Advantage(SM) Connection Service.
Content Responsibility. End User understands that neither Company nor its
Network Services Supplier is responsible for the content of the
transmissions which may pass through the Internet and/or the IA Services.
End User agrees that it will NOT use the IA Services in ways that violate
laws, infringe the rights of others, or interfere with the users, services,
or equipment of the network. For example, End User shall not distribute
unsolicited advertising, chain letters, or commercial electronic mail
("spamming"); propagate computer worms or viruses; attempt to gain
unauthorized entry to other computers, data or networks; distribute child
pornography, obscenity, or defamatory material over the Internet; or
infringe copyrights, trademarks, or other intellectual property rights.
Warrant and Liability Limitations. THE NETWORK SERVICES SUPPLIER AND
COMPANY DISCLAIM ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING WARRANTIES
OF
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MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NEITHER COMPANY NOR
ITS NETWORK SERVICES SUPPLIER WILL BE LIABLE FOR UNAUTHORIZED ACCESS TO
COMPANY'S OR END USER'S TRANSMISSION FACILITIES OR PREMISE EQUIPMENT OR FOR
UNAUTHORIZED ACCESS TO OR ALTERATION, THEFT OR DESTRUCTION OF END USER'S
DATA FILES, PROGRAMS, PROCEDURES OR INFORMATION THROUGH ACCIDENT,
FRAUDULENT MEANS OR DEVICES, OR ANY OTHER METHOD, REGARDLESS OF WHETHER
SUCH DAMAGE OCCURS AS A RESULT OF COMPANY'S OR ITS NETWORK SERVICE
SUPPLIER'S NEGLIGENCE.
Disclaimer of Consequential Damages. IN NO EVENT WILL COMPANY OR ITS
NETWORK SERVICES SUPPLIERS BE LIABLE FOR ANY DAMAGES, INCLUDING BUT NOT
LIMITED TO LOSS OF DATA, LOSS OF REVENUE OR PROFITS, OR FOR ANY OTHER
SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR
IN CONNECTION WITH THE USE OF OR INABILITY TO USE SERVICES OR PRODUCTS
PROVIDED HEREUNDER.
Export Compliance: End User further agree to comply with U.S. Export laws
concerning the transmission of technical data and other regulated materials
via the IA Services.
C. Captions contained in this Amendment are for reference purposes only and
do not constitute part of the Agreement.
D. Capitalized terms used and not defined herein shall have the meanings
ascribed thereto in applicable Master Agreement or Service Schedule.
E. Except as amended hereby (and by other Amendments, if applicable), all
other terms and conditions of the Master Agreement and Service Schedule shall
remain in full force and effect.
These terms and conditions have been read, are understood, and are hereby
accepted.
GTE INTERNETWORKING INCORPORATED GENERAL MAGIC, INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------ ----------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------- --------------------------------
Title: Contract Representative Title: Manager of Information Systems
--------------------------- -------------------------------
Date: Sept. 8, 1998 Date: Sept. 4, 1998
---------------------------- --------------------------------
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK]
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[GTE INTERNETWORKING INCORPORATED LOGO]
SERVICE QUOTATION FOR GENERAL MAGIC
--------------------------------------------------------------------------------
TO: ▇▇▇ ▇▇▇▇▇▇▇▇▇ QUOTE DATE: JUN 30, 1998
General Magic QUOTE VALID TO: JUL 31, 1998
▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ QUOTE NUMBER: 59761.9999.1
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ SERVICE LEVEL: RENEWAL, IA 5.1, FIXED MULTI-T1
BRONZE
USA
Service Period (please check one as applicable):
[ ] Month to Month [X] 1 Year [ ] 2 Years [ ] 3 Years
The Service Period shall commence upon the provisioning by BBN Corporation, a
subsidiary of GTE Internetworking Incorporated ("we", "our", or "us"), to you
of the services listed on this Service Quotation.
RECURRING FEES (1 YEAR CONTRACT) LIST PRICE DISCOUNT MONTHLY ANNUAL
-------------------------------- ---------- -------- ------- ------
Bronze 2xT1 Service Fee $ [**] [**]% $ [**] $ [**]
Leased Circuit Monthly Recurring $ [**] $ [**]
--------- ----------
$ [**] $ [**]
This renewal quotation entitles your organization to receive certain discounts
as set forth above. In order to renew at this rate, please complete your renewal
package by signing and returning your Service Quotation, your signed contracts,
and your purchase order PRIOR TO the expiration of this quote. Your effective
renewal date is the expiration date of this quotation.
In the event that your renewal quotation expires prior to submitting your
complete renewal package, you will be invoiced at today's non-discounted
renewal rates for a period of 60 days. Upon completion of this 60 day waiting
period, you may request another renewal quote with associated discounts as set
forth above. Interim invoices during this 60 day period must be paid in full
prior to renewing your service(s). You may be subject to cancellation for
non-payment of services at any time after the expiration of this renewal quote.
Internet Advantage v5.1 Connection Service is a comprehensive, fully-managed
offering for customers who view the Internet as a strategic resource and
require a high level of reliability, quality, and performance to use the
Internet as a vehicle for collaboration and commerce.
Internet Advantage Bronze Connection Service is monitored and maintained by GTE
Internetworking 24 hours a day, 365 days a year by experienced operators,
technicians, and analysts, and includes the following at no additional charge:
- Domain Name Service (DNS): Primary and secondary DNS are provided for up to
10 domains and 100 kilobytes of associated zone data file storage. We will also
register up to 10 domain names for you with InterNIC. Fees for initial
registration and on-going maintenance fees for each domain name will be billed
to you directly by InterNIC.
- Stats Advantage Usage Reporting: Provides on-demand, web-based graphical and
tabular management summaries of traffic statistics from your Internet
connection to support your monitoring and capacity planning needs. In order to
be able to view or receive Stats Advantage reports, Internet Advantage Bronze
Connection Service customers must provide GTE Internetworking with a community
string permitting read-only SNMP access to the CPE router.
- Network News Feed: Access to a virtually unlimited number of Internet news
groups, bulletin boards, and discussion forums.
[**] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
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[GTE INTERNETWORKING INCORPORATED LOGO]
SERVICE QUOTATION FOR GENERAL MAGIC
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TO: ▇▇▇ ▇▇▇▇▇▇▇▇▇ QUOTE DATE: JUN 30, 1998
General Magic QUOTE VALID TO: JUL 31, 1998
▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ QUOTE NUMBER: 59761.9999.1
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ SERVICE LEVEL: RENEWAL, IA 5.1, FIXED MULTI-T1
USA
- Web-Based Training: Self-service, web-based training on Internet technology,
configuration and installation information, and guidelines for installing and
operating Internet applications.
For an additional charge, Customer Premises Equipment (CPE) and associated
maintenance are available under Internet Advantage Bronze Connection Service.
New customer orders for Internet Advantage Connection service must be placed
for at least an initial one-year term. Service discounts may be available for
multi-year commitments. Activation, advanced features, and hardware-related
fees are not discountable.
Telco-related fees contained within this quotation may be estimates and are not
discountable. In all cases, we will ▇▇▇▇ customers for actual incurred telco
charges and taxes, including any applicable cross-connect and facility entrance
fees. Standard telco extended demarcations will be billed at $[**]; non-standard
telco extended demarcations will be quoted on an individual case basis.
An invoice for all one-time fees will be issued following the completion of
service activation. Recurring fees will be invoiced on a monthly basis in
arrears.
With fixed price Multi T1 service, you lock in a constant monthly fee
regardless of how much bandwidth you use.
All invoices are payable net 30 days. Applicable taxes will be additional.
This Service Quotation is applicable only for version 5.1 of Internet Advantage
Connection Service. This Service Quotation does not entitle you to any future
versions or releases of such service that we may make available during the
Service Period unless separately agreed to in writing by the parties.
Service Start Date: 8/1/98 Service End Date: 7/31/99
---------- ---------
If you accept the above service period, please initial here [Initialed]
-----------
If you accept the above service period, please initial here [Initialed]
-----------
If your organization requires the use of purchase orders,
please initial here. [Initialed]
-----------
[**] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
8
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SERVICE QUOTATION FOR GENERAL MAGIC
--------------------------------------------------------------------------------
TO: ▇▇▇ ▇▇▇▇▇▇▇▇▇ QUOTE DATE: JUN 30, 1998
General Magic QUOTE VALID TO: JUL 31, 1998
▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ QUOTE NUMBER: 59761.9999.1
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ SERVICE LEVEL: RENEWAL, IA 5.1, FIXED MULTI-T1
USA
Additional Terms:
(a) The Service Quotation and all Services that may be provided pursuant to
this Service Quotation are subject to the terms and conditions of (a) the
Master Agreement for Internetworking Services or the Master Agreement for
Internet Services or Internet Services and Products Master Agreement
previously signed by you (or, if you have not signed such a Master
Agreement, the terms and conditions of the current Master Agreement for
Internetworking Services), and (b) the Service Schedule for the applicable
Services you are purchasing as indicated in this Service Quotation.
(b) Final acceptance of this Service Quotation by us is subject to credit
check approval, and confirmation of a valid Master Agreement and Service
Schedule signed by Customer.
(c) Any terms and conditions (including but not limited to those contained in
a purchase order issued by Customer) which are different from or in
addition to the terms and conditions contained in this Service Quotation,
the applicable Master Agreement, and/or the applicable Service Schedule(s)
signed by Customer, shall not be binding on us unless expressly accepted
in writing, herein or otherwise, by our authorized representative, and we
hereby object to and reject all terms and conditions not so accepted.
--------------------------------------------------------------------------------
Customer (Type or Print Full Name): General Magic, Inc.
-------------------------------------------
Signature: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ Date: Sept. 4, 1998
------------------------- -----------------------------------
Print Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Manager of Information Services
------------------------ ----------------------------------
--------------------------------------------------------------------------------
PURCHASE ORDERS SHOULD BE MADE OUT TO:
GTE Internetworking
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇/▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Should you have questions about this quotation, please contact ▇▇▇▇▇ ▇▇▇▇▇▇ at
▇▇▇-▇▇▇-▇▇▇▇, Fax: ▇▇▇-▇▇▇-▇▇▇▇, E-mail: ▇▇▇▇▇▇▇@▇▇▇.▇▇▇
9
[GTE INTERNETWORKING INCORPORATED LOGO]
SERVICE QUOTATION FOR GENERAL MAGIC
--------------------------------------------------------------------------------
TO: ▇▇▇ ▇▇▇▇▇▇▇▇▇ QUOTE DATE: OCT 1, 1998
General Magic QUOTE VALID TO: NOV 1, 1998
▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ QUOTE NUMBER: 79270.9999.2
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ SERVICE LEVEL: RENEWAL, IA 6.0, FLEX T1 BRONZE
USA
Service Period (please check one as applicable):
[ ] Month to Month [X] 1 Year [ ] 2 Years [ ] 3 Years
The Service Period shall commence upon the provisioning by BBN Corporation, a
subsidiary of GTE Internetworking Incorporated ("we", "our", or "us"), to you
of the services listed on this Service Quotation.
RECURRING FEES (1 YEAR CONTRACT) LIST PRICE DISCOUNT MONTHLY ANNUAL
-------------------------------- ---------- -------- ------- ------
Bronze Flex T1 Service Fee -
Usage at 128kb $ [**] [**]% $ [**] $ [**]
--------- ----------
$ [**] $ [**]
This renewal quotation entitles your organization to receive certain discounts
as set forth above. In order to renew at this rate, please complete your renewal
package by signing and returning your Service Quotation, your signed contracts,
and your purchase order PRIOR TO the expiration of this quote. Your effective
renewal date is the expiration date of this quotation.
In the event that your renewal quotation expires prior to submitting your
complete renewal package, you will be invoiced at today's non-discounted
renewal rates for a period of 60 days. Upon completion of this 60 day waiting
period, you may request another renewal quote with associated discounts as set
forth above. Interim invoices during this 60 day period must be paid in full
prior to renewing your service(s). You may be subject to cancellation for
non-payment of services at any time after the expiration of this renewal quote.
Internet Advantage v6.0 Connection Service is a comprehensive, fully-managed
offering for customers who view the Internet as a strategic resource and
require a high level of reliability, quality, and performance to use the
Internet as a vehicle for collaboration and commerce.
Internet Advantage Bronze Connection Service is monitored and maintained by GTE
Internetworking 24 hours a day, 365 days a year by experienced operators,
technicians, and analysts, and includes the following at no additional charge:
- Domain Name Service (DNS): Primary and secondary DNS are provided for up to
10 domains and 100 kilobytes of associated zone data file storage. We will also
register up to 10 domain names for you with InterNIC. Fees for initial
registration and on-going maintenance fees for each domain name will be billed
to you directly by InterNIC.
- Stats Advantage Usage Reporting: Provides on-demand, web-based graphical and
tabular management summaries of traffic statistics from your Internet
connection to support your monitoring and capacity planning needs. In order to
be able to view or receive Stats Advantage reports, Internet Advantage Bronze
Connection Service customers must provide GTE Internetworking with a community
string permitting read-only SNMP access to the CPE router.
- Network News Feed: Access to a virtually unlimited number of Internet news
groups, bulletin boards, and discussion forums.
- Web-Based Training: Self-service, web-based training on Internet technology,
configuration and installation information,
[**] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
10
[GTE INTERNETWORKING INCORPORATED LOGO]
SERVICE QUOTATION FOR GENERAL MAGIC
--------------------------------------------------------------------------------
TO: ▇▇▇ ▇▇▇▇▇▇▇▇▇ QUOTE DATE: OCT 1, 1998
General Magic QUOTE VALID TO: NOV 1, 1998
▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ QUOTE NUMBER: 79270.9999.2
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ SERVICE LEVEL: RENEWAL, IA 6.0, FLEX T1 BRONZE
USA
and guidelines for installing and operating Internet applications.
For additional charges, the following optional features and services are
available under Internet Advantage Bronze Connection Service:
- Customer Premises Equipment (CPE) and associated maintenance.
- News Access Service allows customers to access Usenet news groups directly
from GTE Internetworking's central news server.
- Domain Name E-mail Access Service provides basic functionality without the
expense of installing and maintaining an e-mail server. The service provides up
to twenty domain name e-mail boxes for each Internet Advantage connection.
New customer orders for Internet Advantage Connection service must be placed
for at least an initial one-year term. Service discounts may be available for
multi-year commitments. Activation, advanced features, and hardware-related
fees are not discountable.
Telco-related fees contained within this quotation may be estimates and are not
discountable. In all cases, we will ▇▇▇▇ customers for actual incurred telco
charges and taxes, including any applicable cross-connect and facility entrance
fees. Standard telco extended demarcations will be billed at $150; non-standard
telco extended demarcations will be quoted on an individual case basis.
An invoice for all one-time fees will be issued following the completion of
service activation. Recurring fees will be invoiced on a monthly basis in
arrears.
Flexible T1 Bronze customers whose service activation date occurs after the
first of the month will receive a prorated ▇▇▇▇ for that first partial month
based on the rate of the 128 kbps usage band, regardless of actual usage.
Normal 95th percentile usage-based monthly billing will commence with the first
full month following service activation according to the following pricing
schedule less any applicable recurring discounts as noted above:
Usage Monthly Fee
[**] [**]
[**] [**]
[**] [**]
[**] [**]
[**] [**]
Internet Advantage Bronze Connection Service customers purchasing usage-based,
flexible-priced service must provide GTE Internetworking with a community
string permitting read-only SNMP access to the CPE router.
All invoices are payable net 30 days. Applicable taxes will be additional.
This Service Quotation is applicable only for version 6.0 of Internet Advantage
Connection Service. This Service Quotation
[**] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
11
[GTE INTERNETWORKING INCORPORATED LOGO]
SERVICE QUOTATION FOR GENERAL MAGIC
--------------------------------------------------------------------------------
TO: ▇▇▇ ▇▇▇▇▇▇▇▇▇ QUOTE DATE: OCT 1, 1998
General Magic QUOTE VALID TO: NOV 1, 1998
▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ QUOTE NUMBER: 79270.9999.2
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ SERVICE LEVEL: RENEWAL, IA 6.0, FLEX T1 BRONZE
USA
does not entitle you to any future versions or releases of such service that we
may make available during the Service Period unless separately agreed to in
writing by the parties.
Service Start Date: 11/1/98 Service End Date: 10/31/99
---------- ---------
If you accept the above service period, please initial here [Initialed]
-----------
If your organization requires the use of purchase orders,
please initial here. [Initialed]
-----------
12
[GTE INTERNETWORKING INCORPORATED LOGO]
SERVICE QUOTATION FOR GENERAL MAGIC
--------------------------------------------------------------------------------
TO: ▇▇▇ ▇▇▇▇▇▇▇▇▇ QUOTE DATE: OCT 1, 1998
General Magic QUOTE VALID TO: Nov 1, 1998
▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ QUOTE NUMBER: 79270.9999.2
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ SERVICE LEVEL: RENEWAL, IA 6.0, FLEX T1 Bronze
USA
Additional Terms:
(a) The Service Quotation and all Services that may be provided pursuant to
this Service Quotation are subject to the terms and conditions of (a) the
Master Agreement for Internetworking Services or the Master Agreement for
Internet Services or Internet Services and Products Master Agreement
previously signed by you (or, if you have not signed such a Master
Agreement, the terms and conditions of the current Master Agreement for
Internetworking Services), and (b) the Service Schedule for the applicable
Services you are purchasing as indicated in this Service Quotation.
(b) Final acceptance of this Service Quotation by us is subject to credit
check approval, and confirmation of a valid Master Agreement and Service
Schedule signed by Customer.
(c) Any terms and conditions (including but not limited to those contained in
a purchase order issued by Customer) which are different from or in
addition to the terms and conditions contained in this Service Quotation,
the applicable Master Agreement, and/or the applicable Service Schedule(s)
signed by Customer, shall not be binding on us unless expressly accepted
in writing, herein or otherwise, by our authorized representative, and we
hereby object to and reject all terms and conditions not so accepted.
--------------------------------------------------------------------------------
Customer (Type or Print Full Name): General Magic, Inc.
-------------------------------------------
Signature: /s/ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ Date: 11/6/98
------------------------- -----------------------------------
Print Name: ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ Title: Manager of Information Sys.
------------------------ ----------------------------------
--------------------------------------------------------------------------------
PURCHASE ORDERS SHOULD BE MADE OUT TO:
GTE Internetworking
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇
77 A St.
Mail Stop 16
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Should you have questions about this quotation, please contact ▇▇▇▇▇ ▇▇▇▇▇▇ at
▇▇▇-▇▇▇-▇▇▇▇, Fax: ▇▇▇-▇▇▇-▇▇▇▇, E-mail: ▇▇▇▇▇▇▇@▇▇▇.▇▇▇