1
EXHIBIT 10.25
SOFTBANK
MASTER SERVICE AGREEMENT
CONFIDENTIAL
This Master Service Agreement is made this 8th day of June, 1998, between Wink
Communications Inc., a Delaware Corporation, with offices located at ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (hereinafter referred to as "CLIENT")
and Upgrade Corporation of America d/b/a SOFTBANK Services Group, a Delaware
Corporation, with offices located at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇
▇▇▇▇▇-▇▇▇▇ (hereinafter referred to as "SOFTBANK").
RECITALS
WHEREAS, CLIENT has developed and owns or acquired all rights to a list
of the registered or prospective users of its products; and
WHEREAS, CLIENT intends to market and sell its product or services to
its registered or prospective user base; and supporting such a user base; and
WHEREAS, SOFTBANK has certain experience and capabilities in handling
the tasks involved in selling to and supporting such a user base; and
WHEREAS, CLIENT wishes to obtain the benefit of such experience and
capabilities by utilizing certain services of SOFTBANK in CLIENT's marketing
effort to sell its product or services; and
WHEREAS, SOFTBANK agrees to supply CLIENT with the services of its staff
to perform the services described in this Agreement and CLIENT agrees to use
such services of SOFTBANK's staff for such purposes;
NOW, THEREFORE, in consideration of the covenants derived hereunder the
parties agree as follows:
1. SOFTBANK SCOPE OF SERVICES
SOFTBANK agrees to use its best efforts to provide one or more of the
following services, as mutually agreed upon and further set forth in the Service
Fee & Responsibilities Attachment and detailed Specifications Form prepared by
SOFTBANK at the direction of the CLIENT.
2. SOFTBANK RESPONSIBILITIES
SOFTBANK will provide to CLIENT its services in a good and workmanlike
manner and as set forth in the Service Fee & Responsibilities Attachment.
3. CLIENT RESPONSIBILITIES
In order for SOFTBANK to fulfill its obligations under this Agreement,
it is necessary that CLIENT fully cooperate and assist SOFTBANK in SOFTBANK's
performance of its obligations under this Agreement. Therefore, CLIENT agrees to
perform in a timely fashion as applicable, its responsibilities set forth in the
Service Fee & Responsibilities Attachment.
In the event CLIENT fails to perform its Client Responsibilities in a
timely manner and such failure causes SOFTBANK to incur additional cost, CLIENT
shall reimburse SOFTBANK for such additional costs, provided they are reasonable
and documented by SOFTBANK and provided there has been notice by SOFTBANK of a
failure that will cause such costs to be incurred.
4. DEDICATED REPRESENTATIVES
SOFTBANK shall appoint one qualified staff member ("SOFTBANK Account
Service Representative"), who will (i) have authority to act for SOFTBANK and to
make binding decisions with respect to this Agreement, unless otherwise limited
herein; (ii) submit material and information requests to CLIENT; (iii) provide
access to SOFTBANK's staff to answer questions; and (iv) provide schedules and
plans to CLIENT for CLIENT's review and/or approval.
CLIENT shall appoint one qualified staff member ("CLIENT Account Service
Representative"), who will (i) have authority to act for CLIENT and to make
binding decisions with respect to this Agreement; (ii) to execute any Addendums,
Attachments or documents incorporated as a part of this Agreement on behalf of
CLIENT; (iii) review promptly information supplied by SOFTBANK; (iv) provided
and assume responsibilities for accuracy of CLIENT's information and data
required by this Agreement; and (v) provide access to CLIENT staff to answer
questions, and provide training to SOFTBANK.
CONFIDENTIAL & PROPRIETARY
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5. CLIENT PRODUCT/LITERATURE
(THIS SECTION HAS BEEN INTENTIONALLY REMOVED)
6. CONFIDENTIALITY
Both parties acknowledge that each party will be disclosing to the other
confidential and proprietary information relating to their past, present and
future activities, products, services, customer lists, customer profiles,
business plans, business practices and other information designated as
confidential ("Confidential Information"). The Confidential Information may be
disclosed orally or in writing, and all information, unless otherwise indicated,
shall be deemed to be confidential and proprietary. Confidential Information,
however, does not include information that: (i) is now or subsequently becomes
generally available to the public through no fault or breach on the part of
recipient; (ii) recipient can demonstrate to have had Confidential Information
rightfully in its possession prior to disclosure; (iii) is independently
developed by recipient without the use of any Confidential Information; or (iv)
is information intended to be shared with CLIENT's customers or other third
party; or (v) recipient rightfully obtains from a third party who has the right
to transfer or disclose it.
Both parties agree to hold the Confidential Information confidential and
will not disclose it, and will prevent dissemination to any person who is not an
employee of CLIENT or SOFTBANK without the prior written consent of the other
party.
SOFTBANK acknowledges that it has all employees enter into an agreement
whereby they agree not to disclose or use the Confidential Information.
SOFTBANK agrees that as a result of SOFTBANK's performance of the
services, SOFTBANK enhances or improves the CLIENT's customer lists, such
enhancements or improvements will be the property of CLIENT.
All Confidential Information remains the property of the disclosing
party and no license or other rights in the Confidential Information are granted
hereby. Further, both parties agree to return all Confidential Information
regardless of the media in which it is stored, including, but not limited to,
records released to either party for marketing and distribution services,
immediately upon either party's written request and in the case of termination
or expiration of this Agreement, within thirty (30) days of such event.
Both parties acknowledge that unauthorized disclosure or use of
Confidential Information could cause irreparable harm and significant injury
which may be difficult to ascertain. Accordingly, both parties agree that the
aggrieved party will have the right to seek immediate injunctive relief from
breaches of this Agreement, in addition to any other rights and remedies it may
have.
7. PROPRIETARY RIGHTS
a) SOFTBANK retains the right, title and interest in and to the
copyrights and moral and author rights throughout the world, including all
renewals and extensions thereof and including the rights to prepare and.
distribute derivatives thereof, for works of authorship, created, made or
conceived by SOFTBANK (i) prior to this Agreement; or (ii) in support of
SOFTBANK's staff or internal systems.
b) Except as provided in Section 7(a) above, CLIENT shall be the sole
and exclusive owner of any works of authorship and other proprietary materials,
including any modifications of derivative works thereof (e.g., screens and
transaction processes, training materials, customer order transaction database,
and programming code) created by CLIENT or developed by SOFTBANK at the
instruction of CLIENT (such works created or developed by SOFTBANK shall be
deemed "works for hire" and SOFTBANK hereby assigns all rights and ownership in
such works to CLIENT).
8. WARRANTY DISCLAIMERS
NEITHER PARTY MAKES ANY EXPRESS OR IMPLIED WARRANTIES OF ANY KIND,
INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS OF
EITHER PARTY'S WORK OR PRODUCT FOR ANY PARTICULAR PURPOSE. NEITHER PARTY SHALL
BE LIABLE TO THE OTHER PARTY, OR TO ANY THIRD PARTY, FOR ANY CONSEQUENTIAL,
INCIDENTAL, OR SPECIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS)
INCURRED BY EITHER PARTY AS A RESULT OF ANY BREACH BY EITHER PARTY ARISING FROM
OR RELATED TO THIS AGREEMENT, EXCEPT AS PROVIDED IN SECTION 9 (INDEMNIFICATIONS)
HEREOF.
THE END-USER WILL RECEIVE THE BENEFITS AND WARRANTIES CONTAINED IN THE
CLIENT SOFTWARE LICENSE AGREEMENT THAT ACCOMPANIES EACH AND EVERY COPY OF THE
PRODUCT.
CONFIDENTIAL & PROPRIETARY
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9. INDEMNIFICATIONS
To the extent liability is the result of SOFTBANK's error or omission in
its performance of its obligations under this Agreement, SOFTBANK shall
indemnify and hold CLIENT harmless from any demands, claims or suits from third
parties for damages, taxes, penalties, interest or expenses, including
attorneys' fees.
Notwithstanding any of the following, CLIENT will not be liable to
indemnify SOFTBANK under the terms of any provision to the extent SOFTBANK's
liability is in any way the result of SOFTBANK's error.
a) CLIENT shall indemnify and hold SOFTBANK harmless from any demands,
claims or suits from third parties for damages or expenses, including attorneys'
fees, arising out of the use or sale of CLIENT's products or SOFTBANK's use of
CLIENT provided resources or information including, but not limited to, suits or
proceedings based upon (i) a claim of infringement or wrongful use of any
patent, copyright, trade secret or other right of any third party; or (ii) a
claim of product defect or failure to conform to published specifications; or
(iii) SOFTBANK's authorized use of CLIENT's Confidential Information, in
SOFTBANK's performance of this Agreement as provided herein; or (iv) a claim of
an unfair or deceptive act and practice of the CLIENT; or (v) any acts, which do
not comply with applicable State or Federal law and were performed by SOFTBANK
at the direction of the CLIENT.
10. REMITTANCE PROCESSING
(THIS SECTION HAS BEEN INTENTIONALLY REMOVED)
11. SOFTBANK FEES
CLIENT agrees to pay SOFTBANK for the performance of its services in
accordance with the Service Fee & Responsibilities Attachment.
Within fifteen (15) days from the end of each calendar month, SOFTBANK
will submit an invoice to CLIENT for such services. SOFTBANK reserves the right
to adjust monthly invoicing to weekly invoicing upon notification to CLIENT.
SOFTBANK invoices to CLIENT are payable within thirty (30) days of receipt, net
of disputed items, which must be brought to SOFTBANK's notice within the payment
term. All SOFTBANK invoices are immediately due and payable upon termination of
this Agreement.
SOFTBANK reserves the right, without further notice, to assess a one
percent (1%) finance charge (12% per annum) on any unpaid balances not paid
within thirty (30) days. All amounts payable to SOFTBANK by CLIENT or to CLIENT
by SOFTBANK shall be in United States currency, unless otherwise specifically
provided in accordance with this Agreement.
Set-up Fees and deposits must be paid prior to SOFTBANK's services being
provided. A minimum monthly volume commitment fee, as set forth in the Service
Fee & Responsibilities Attachment, is charged per program for each calendar
month or portion of a calendar month that a program is active. Deposits may be
applied towards any outstanding amounts due and owing and are refundable upon
payment of all outstanding invoices.
12. COMMENCEMENT OF SERVICES
SOFTBANK will use its best efforts to provide services to CLIENT at the
earliest possible date or by the start date set forth in the Specifications
Form. It is understood by the parties that if SOFTBANK assigns CLIENT a toll
free number, toll number, P.O. box or fax number prior to the commencement of
SOFTBANK services (for use in mailers, ads or other announcements) such numbers
will only be activated upon SOFTBANK's receipt of a fully executed contract and
applicable set-up fees and deposits.
13. MODIFICATIONS
Definitions: "Material Change" is defined as any addition or alteration
of the terms of this Agreement that
(i) alters the original intent of the parties as expressed in
this Agreement: or
(ii) adds services or fees not included in this Agreement; or
(iii) alters services or fees included in this Agreement.
"Non-Material Change" is defined as a change that
(i) initiates or curtails services and appropriate fees as
included in this Agreement; or
(ii) affects product additions or deletions; or
(iii) affects product price, weight, shipping and handling or
product release date to SOFTBANK; or
(iv) other change which does not constitute a material change as
defined above.
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Modification: A material change shall be executed in writing and signed
by a duly authorized representative of each party. A non-material change shall
be agreed to by the CLIENT's Account Representative. Such Representative will
have the authority and will execute a Specifications Form or Set-Up Billing
Form. Any of the above executed documents shall be incorporated as part of this
Agreement and shall be binding upon both parties. Any changes will be
implemented as per CLIENT's request, upon SOFTBANK's receipt of an executed
addendum or appropriate form and at a time mutually agreed upon by both parties.
14. TERM OF AGREEMENT
The term of this Agreement shall be for three (3) years from the date of
this Agreement. At such time the parties shall have the opportunity to renew
and/or renegotiate this Agreement. However, either party may renegotiate
pricing, at any time after the first anniversary date of this Agreement, but no
more frequently than once in any twelve (12) month period by giving written
notice of the intent to renegotiate along with a written revised pricing
schedule. If the parties cannot agree upon pricing modifications within sixty
(60) days of notification, either party may terminate this Agreement in
accordance with the default remedy (a), set forth below. If no new Agreement is
made, this Agreement shall remain in force and renew on an annual basis
thereafter.
Notwithstanding the above, either party by written notice can terminate
this Agreement as follows:
a) for default if such party has previously given written notice including a
detailed description of the default by the other party and the other party has
not cured such default within sixty (60) days of receipt of written notice; or
b) for default due to non-payment of fees under this Agreement, if not cured
within ten (10) days after written notice is provided to recipient; or
c) CLIENT may terminate without cause on thirty (30) days written notice of
termination subject to the following:
(1) If either this Agreement or a new campaign/program is terminated by
CLIENT without cause during the first six (6) months, CLIENT shall pay
to SOFTBANK an amount equal to the higher of:
(i) the highest actual ninety (90) day forecast during the six
(6) months preceding the termination date of the Agreement or
campaign/program; or
(ii) three (3) times the average monthly ▇▇▇▇▇▇▇▇ of the highest
consecutive three (3) month period during the six (6) months
preceding the termination of this Agreement or campaign/program.
(2) If either this Agreement or a new campaign/program is terminated by
CLIENT without cause during the first ninety (90) days, CLIENT shall pay
to SOFTBANK an amount equal to the higher off
(i) the actual initial ninety (90) day forecast; or
(ii) three (3) times the highest monthly invoice during the
Agreement or the campaign/program.
d) SOFTBANK may terminate without cause on ninety (90) days written notice of
termination.
The remedies provided above in Section (c) are intended to reimburse
SOFTBANK for its investment in people and equipment relating to this Agreement,
plus all SOFTBANK Fees earned prior to the termination date. CLIENT acknowledges
that the actual amount of SOFTBANK's investment would be difficult to calculate
and agrees that such calculation shall not be required. In the event of default,
the parties shall have all remedies provided in this Agreement or otherwise
available under law.
Upon termination, each party shall return any Confidential Information
of the other party. In addition, SOFTBANK will assign any and all rights which
it may hold in databases and Works of authorship referenced in Section 7(b)
above and assist CLIENT in transitioning such materials to CLIENT or a third
party designated by CLIENT. Upon request and at the direction of the CLIENT,
SOFTBANK agrees to transfer toll free number phone lines accordingly, provided
that all amounts due SOFTBANK are paid and CLIENT has met all obligations
pursuant to this Agreement.
15. GENERAL PROVISIONS
a) CLIENT grants SOFTBANK permission to install CLIENT's product on
SOFTBANK's internal network for SOFTBANK internal purposes only, including
training.
b) CLIENT acknowledges that SOFTBANK will retain a copy of the Customer
order database as support for all transactions processed by SOFTBANK. CLIENT
agrees to cooperate and comply with any applicable laws or regulations which
otherwise require SOFTBANK to retain copies of CLIENT's records and to cooperate
and provide access to any documentation which may be requested of SOFTBANK by
governmental authorities.
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c) SOFTBANK reserves the right to pass on any unanticipated price
increases from its suppliers that directly affect the pricing of this Agreement
and are effective during the term of this Agreement. This is limited to freight,
telephone, credit card fees, postal rates and other pass through costs as
specifically set forth in the Service Fees and Responsibilities Attachment. Said
price increases shall be effective upon implementation of the price change by
the supplier.
d) CLIENT agrees that for quality control purposes SOFTBANK, at its sole
discretion, may contact CLIENT's customers previously serviced by SOFTBANK to
gather statistical information relating to customer satisfaction and SOFTBANK's
performance under this Agreement. Such contact may include a variety of methods
including, but not limited to, telephone, postal and email surveys, in box
questionnaires and focus groups. SOFTBANK shall immediately comply with any
CLIENT request to discontinue contacting CLIENT's customers for the purpose set
forth in this sub-paragraph.
e) This Agreement is not intended to create any relationship other than
CLIENT as consignor and SOFTBANK as consignee of the product covered by this
Agreement and SOFTBANK as independent contractor performing services covered by
this Agreement. Neither party is a partner or legal representative of the other
for any purpose whatsoever. It is understood between the parties that SOFTBANK
is not authorized to make any contract, agreement or warranty on behalf of the
CLIENT.
f) This Agreement contains the entire agreement between the parties with
the exception of the Attachments, Addendums or forms provided for in this
Agreement, which are incorporated herein. This Agreement shall supersede all
prior agreements and understandings between the parties with respect to the
subject matter hereof. To the extent that any provision contained in any other
document incorporated as part of this Agreement is inconsistent or conflicts
with this Agreement, the provisions of this Agreement shall control. This
Agreement may be amended only in writing signed by both parties or as otherwise
provided for in this Agreement.
g) Both parties agree to comply with all federal, state, local laws and
regulations that are applicable to the services to be provided herein.
h) This Agreement shall be governed by the laws of the State of New York
and the venue shall be Buffalo, New York.
i) Failure of either party to exercise its rights under this Agreement
shall not be construed as a waiver thereof and shall not prevent said party from
thereafter enforcing strict compliance with any of the terms thereof.
j) Any notice which may be or is required to be given under this
Agreement shall be written. Any written notices shall be sent by registered mail
or certified mail, postage prepaid, return receipt requested or by other prepaid
delivery method which is traceable. A fax notice does not constitute receipt of
written notice and must be followed by written notice. All such notices shall be
deemed to have been given when received and properly addressed as set forth
below. Either party may change its address by giving notice to the other party
pursuant to this Section.
All notices must be sent to:
SOFTBANK: CLIENT:
UPGRADE CORPORATION OF AMERICA WINK COMMUNICATIONS INC.
d/b/a SOFTBANK SERVICES GROUP ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ATTENTION: ▇▇▇ ▇▇▇▇▇▇▇▇▇, VICE PRESIDENT
ATTENTION: PRESIDENT OPERATIONS AND DEPLOYMENT
FAX NUMBER (▇▇▇) ▇▇▇-▇▇▇▇ FAX NUMBER (▇▇▇) ▇▇▇-▇▇▇▇
CC: CONTRACT ADMINISTRATOR
k) Neither party shall be liable for a failure or delay in the
performance of any of its obligations under this Agreement, except obligations
for the payment of money, if such delay or failure is caused by circumstances
beyond the reasonable control of the party affected. Strikes and other labor
difficulties which are not capable of being terminated on terms acceptable to
the party affected shall not be considered circumstances within the control of
such party.
l) No Assignment of this Agreement shall release CLIENT or change
CLIENT's primary responsibility to make payments under this Agreement. Upon
occurrence of any default under this Agreement, SOFTBANK may proceed directly
against CLIENT without the necessity of exhausting any remedies against any
assignee.
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m) The terms and conditions of Sections 5, 6, 7, 8, 9, 11, 14 and
15(b)(d)(h) will survive any termination or expiration of this Agreement.
Acceptance:
WINK COMMUNICATIONS INC.:
By: Date : 6/11/98
Name & Title:
Acceptance:
UPGRADE CORPORATION OF AMERICA D/B/A SOFTBANK SERVICE GROUP
By: Date: 8/10/98
Name & Title: ▇▇▇▇ ▇. ▇▇▇▇▇▇, Executive Vice President & CEO
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SOFTBANK
MASTER SERVICE AGREEMENT
SERVICE FEE & RESPONSIBILITIES ATTACHMENT
WINK COMMUNICATIONS INC.
FEES EFFECTIVE UPON COMMENCEMENT OF SERVICES
All services performed by SOFTBANK shall be rendered in accordance with the fees
defined herein:
SERVICE/SOFTBANK RESPONSIBILITIES SOFTBANK FEE CLIENT RESPONSIBILITIES
--------------------------------- ------------ -----------------------
A. SET-UP FEES & DEPOSITS Payable Upon Execution of Contract
Set-Up Fee Quoted based on specific needs and set forth in
the Set-Up Billing Form
(30000)
Deposits (Refundable upon termination of the $75,000.00 Submit payment for deposit upon
contract, provided outstanding invoices To be applied to invoices at a maximum of execution of the contract and
have been paid) $8,500.00 per month until the deposit on prior to the start of the
balance is $25,000.00. Said balance is to be campaign/program
refunded to CLIENT one (1) year after the
effective date of the contract.
B. CAMPAIGN/PROGRAM MANAGEMENT:
(20400)
Monthly Campaign/Program Management fee $30.00 per hour Provide campaign or program
specific information as requested
by the SOFTBANK Account Service
Representative and as requested
in the Specifications Form.
Participate in development of
Telemarketing Call Guides,
providing information including
but not limited to: Product
capabilities & technical
requirements Marketing research
questions (if required) Sales and
technical objections Help desk
issues "End of Call" coding
C. ORDER PROCESSING: (NOTE: SOFTBANK does not accept purchase
Telemarketing orders, check orders or tax exempt orders
via telephone.)
(1X10) Inbound service - (6:00 a.m. - PER CAMPAIGN Produce, mail and/or insert direct
10:00 p.m., 7 days a week, 365 days a year) Billable Talk marketing promotions (mails pieces
Includes order entry, customer inquiries Minutes per Month Fee per Minute or ads) for product(s) or
and call back, add new records, database 0-10,000 $1.00 service(s) to its registered or
edits, marketing/demographic surveys, 10,001 - 30,000 $0.95 prospective user base. Such
if applicable 30,001 - 50,000 $0.90 promotions should include:
50,001 - 99,999 $0.85 Assigned toll free number(s), fax
100,000 + $0.75 number(s), mailing address,
+ phone charges previously defined product or
(See Telecommunications) service pricing, customer shipping
& handling charges and sales tax
instructions. CLIENT will submit
promotions to SOFTBANK for review
before final printing or
publication. CLIENT will also
provide samples of final pieces
for reference by SOFTBANK
Associates working on CLIENT's
behalf.
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SOFTBANK
MASTER SERVICE AGREEMENT
SERVICE FEE & RESPONSIBILITIES ATTACHMENT
WINK COMMUNICATIONS INC.
FEES EFFECTIVE UPON COMMENCEMENT OF SERVICES
All services performed by SOFTBANK shall be rendered
in accordance with the fees defined herein:
SERVICE/SOFTBANK RESPONSIBILITIES SOFTBANK FEE CLIENT RESPONSIBILITIES
--------------------------------- ------------ -----------------------
(25950) Minimum Monthly Volume Commitment Forecasted billable unit of measure per month In the event CLIENT's actual
shall be billed at the corresponding fee set volume does not meet the minimum
forth in this Agreement and CLIENT's payment forecasted volume commitments,
of fees shall be equal to eighty percent CLIENT is responsible for payment
(80%) of the forecast. of fees as set forth under the
"SOFTBANK Fee" column. CLIENT
shall make monthly payments based
on the foregoing commitments and
said payments shall be reflected
in CLIENT's invoice. CLIENT must
provide SOFTBANK with a ninety
(90) day rolling forecast to be
submitted to SOFTBANK on the
CLIENT Forecast Form, attached
hereto. A Revised Forecast (thirty
(30) day minimum forecasted time
period) may be provided at least
fifteen (15) days prior to the
start of the billing period
covered by the forecast. In the
event SOFTBANK does not receive
said forecast, it shall be
entitled to rely upon the previous
forecast for minimum monthly
volume commitment purposes.
D. IVR (INTERACTIVE VOICE RESPONSE) SERVICES:
Inbound call fee: PER CAMPAIGN Provide first draft of script.
(3100) Call Routing Minutes per Month Fee per Minute Provide sign-off for script and
(3230) Automated Technical Tips 0 - 25,000 $0.25 call-flow in timely manner before
(3210) Automated Dealer Locator 25,001 - 40,000 $0.225 SOFTBANK begins to program
(3210) Automated Order Inquiry 40,001 - 60,000 $0.20 Provide Closed and Holiday
Automated Registration 60,001 - 75,000 $0.1875 Schedule.
(3321) Tel-Address(SM)(CLIENT Provided Database) 75,000 + $0.15 If applicable:
+ phone charges (See Telecommunications) o Provide first draft of "tech
tips" (Q&As) and symptom based
logic in. script format.
o Provide dealer database in
acceptable SOFTBANK format that
includes telephone numbers with
area codes (no Toll Free numbers).
o Provide Business Rules for how
dealers will be found.
o Provide campaign or program
specific information including,
but not limited to: Product
description, customer pricing
information, survey data,
acceptable payment options and
applicable customer S&H charges.
o Provide registered or
prospective user database (with
unique numeric identifier), on
acceptable media and in an
applicable format readable by
SOFTBANK.
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SOFTBANK
MASTER SERVICE AGREEMENT
SERVICE FEE & RESPONSIBILITIES ATTACHMENT
WINK COMMUNICATIONS INC.
FEES EFFECTIVE UPON COMMENCEMENT OF SERVICES
All services performed by SOFTBANK shall be rendered in accordance
with the fees defined herein:
SERVICE/SOFTBANK RESPONSIBILITIES SOFTBANK FEE CLIENT RESPONSIBILITIES
--------------------------------- ------------ -----------------------
(3320) Tel-Address(SM) (National Database) PER CAMPAIGN
(Customer interaction with automated Connected
address location and verification Minutes per Month Fee per Minute
system) 0 - 25,000 $0.45
25,001 - 40,000 $0.425
40,001 - 60,000 $0.40
60,001 - 75,000 $0.3875
75,000 + $0.35
+ phone charges (See Telecommunications)
E. TELECOMMUNICATIONS: $35.00 per line per month
(18100) Additional Toll Free lines
(beyond three (3) on sales programs
and/or one (i) on automated technology
or technical support programs)
Phone charges: (applies to all
services provided)
(9001) Toll Free inbound - SOFTBANK lines Carrier rates
(includes line/access charges + taxes)
(n/a) Toll inbound CUSTOMER pays toll charges
(9210) Toll outbound calls and call backs Carrier rates
(includes toll charges + taxes)
F. ADMINISTRATIVE:
(19500) Custom reporting/additional data
imports/specialized $75.00/hour
(19550)(19560) data transfers billed in fifteen (15) minute increments,
(19570) (beyond initial set up and/or
standard activity reporting options) 1 hour minimum
+ fee per transfer, if applicable
(19510) Campaign/program modifications $75.00/hour
beyond initial set-up (e.g. CLIENT billed in fifteen (15) minute increments,
requested changes or additions, 1 hour minimum
call guide updates, telecommunications
programming, prompt changes. custom
fax cover pages (CLIENT to supply
artwork), additional fax documents,
etc.)
CONFIDENTIAL, & PROPRIETARY
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SOFTBANK
MASTER SERVICE AGREEMENT
SERVICE FEE & RESPONSIBILITIES ATTACHMENT
WINK COMMUNICATIONS INC.
FEES EFFECTIVE UPON COMMENCEMENT OF SERVICES
All services performed by SOFTBANK shall be
rendered in accordance with the fees defined herein:
SERVICE/SOFTBANK RESPONSIBILITIES SOFTBANK FEE CLIENT RESPONSIBILITIES
--------------------------------- ------------ -----------------------
(14510) Training (includes client/product Provide training to SOFTBANK
training provided by CLIENT or by Associates or appropriate
SOFTBANK and includes agent and/or training information or
trainer time) documentation covering specifics
of the product and details of
the campaign/program for
SOFTBANK to provide training to
Training $25.00 per agent/trainer hour its employees.
Overtime training $30.00 per agent/trainer hour
Provide additional training as
needed on an ongoing basis to
support any additions or
modifications to existing
programs.
All related training expenses,
such as travel, shall be the
responsibility of(he CLIENT.
(14515) Curriculum Development $75.00 per hour
(Development of training manuals
and materials on behalf of
the CLIENT)
(9400) Videoconferencing $75.00 per hour
(20191) Faxes $0.25 per page
(requested by CLIENT/Customer
other than provided under
Automated Fax Services)
(10050) Photocopies $0.10 per page
(requested by CLIENT/Customer)
(10050) Envelopes, stationery, other
out-of-pocket Cost
(8100-8250) Postage Cost
G. END OF CAMPAIGN/PROGRAM:
(19495) Reporting/analysis (Quote based on specific needs)
(20230) Data transfer (Quote based on specific needs)
CONFIDENTIAL & PROPRIETARY
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11
CLIENT FORECAST FORM
*IMPORTANT INFORMATION: In the event the actual volume does not meet the
forecasted volume commitments you are providing below, you will be responsible
for payment of minimum monthly fees as set forth in the agreement between you
and SOFTBANK. You shall make payments based on the agreed upon commitments and
said charges for said commitments shall be reflected in your monthly invoice.
You must provide SOFTBANK with a ninety (90) day rolling forecast to be
submitted to SOFTBANK on this CLIENT Forecast Form. In the event SOFTBANK does
not receive an ongoing forecast, it shall be entitled to rely upon the previous
forecast for minimum monthly volume commitment purposes and charges.
CLIENT ID Number: CLIENT Name:
--------------- ----------------
Campaign Number: Start Date:
--------------- ----------------
[ ] Initial Forecast (Minimum ninety (90) days)
[ ] Ongoing Forecast (thirty (30) day minimum forecasted time period, to be
provided at least thirty (30) days prior to the start of the billing
period covered by the forecast)
[ ] Revised Forecast (thirty (30) day minimum forecasted time period, to be
provided at least fifteen (15) days prior to the start of the billing
period covered by the forecast)
90 DAY FORECAST
1st Period 2nd Period 3rd Period
(Period must be equivalent to a billing/reporting period.)
Forecast Period Date
Inbound Talk Minutes
ACW Minutes
Outbound Agent Hours
M2FRP Mail Orders
Fax Orders
ETS Cases
The foregoing is the undersigned's forecast of volume under the services
agreement between CLIENT and SOFTBANK Services Group.
UPGRADE CORPORATION OF AMERICA
d/b/a SOFTBANK SERVICES GROUP
CLIENT Name
Signature Signature
Signator's Printed Name Signator's Printed Name
General Manager
Signator's Title Signator's Title
Date: Date: