FIRST AMENDMENT TO THE [*] MOBILE SERVICES RESELLER AGREEMENT
FIRST
AMENDMENT TO THE [*] MOBILE SERVICES RESELLER AGREEMENT
This
First Amendment (the “First Amendment”) to the [*] Mobile Services Reseller
Agreement by and between IXI Mobile (R&D) Ltd. ("Company") and [*], a
("[*]") dated [*] (the “Agreement”) is entered into as of the later of the two
signature dates below ("First Amendment Effective Date").
RECITALS
A.
[*] and Company entered into the Agreement to appoint Company as a non-exclusive
reseller in the Territory, and to establish the process for Company to provide
[*] Mobile Services to Subscribers via Carrier Network using the Company
Services.
B.
[*] and Company wish to amend the Agreement to extend the Term of the Agreement,
amend the Carrier list in Exhibit A and change the fee structure of the Client
Services in Service Schedule 1.
AMENDMENT
NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency
of
which is hereby acknowledged, the Parties agree as follows:
1. Company
agrees to pay [*]and
[*]per
the
initial terms of the Agreement.
2.
Section 10.1 “Term,” shall be deleted in its entirety and replaced with the
following:
10.1 Term. The initial Term of this Agreement shall
commence on the Effective Date and shall be in effect through [*] (the
“Term”).
3. Service
Schedule 1, Section 7 “Fees” shall be amended as follows:
a. The
section "Targets and [*]" shall be replaced in its entirety with the
following:
i. "Effective
[*]
and
through the term of the Agreement as defined in section 10.1 of the Agreement,
Company will pay [*].
ii. Company
will pay [*]
for
each
[*].
iii. Company
will pay [*] for each [*].
iv. Company
will pay [*]for each [*].
v. An
[*]
for the
mail client is defined as [*].
vi. An
[*]
for
the
messaging client is defined as [*].
4. Amendments
to Exhibit A.
[*]
will
actively update the carrier table in Exhibit A at its discretion.
5.
[*]
3.0
and Search.
5.1 Company
will make all commercially reasonable efforts to adopt [*] 3.0 upon the
commercial release of the protocol and to launch a [*] 3.0 compliant gateway
[*]
from
commercial availability of [*] 3.0.
5.2 Company
will make commercially reasonable efforts to launch a compliant client within
[*]
from the
commercial availability of [*] 3.0.
5.3 Company
will make commercially reasonable efforts to develop and launch the following
features on [*] 3.0 based gateway and/or client [*]
from
commercial availability of [*] 3.0:
| - |
[*]
-
voice clips, in-line display pictures, nudges support, picture IM
(disabled when no camera present)
|
| - |
Mail
- push mail
|
| - |
Profile
- change display picture, status message, display
name
|
5.4 Company
and [*]
will
discuss the availability, timeframes and architecture of the following
features:
|
-
|
Contacts
- with phone numbers, email, IM, Spaces, presence, gleams, display
picture
and personal status message being supported. All items shall be
actionable.
|
|
-
|
[*]
- quick link to contacts, gleams, quick link to
spaces
|
|
-
|
Mail
-add e-mail address to contact
|
|
-
|
Spaces
- post a photo, deep link to spaces browse
services
|
5.5 Search
Subject
to specific Company customer's objection, Company will include a link for
[*]
as part
of the embedded default bookmark on all OGO 2.0 devices in the following markets
in which [*]
is
available.
| o |
[*]
|
| o |
[*]
|
| o |
[*]
|
| o |
[*]
|
| o |
[*]
|
| o |
[*]
|
| o |
[*]
|
| o |
[*]
|
| o |
[*]
|
| o |
[*]
|
| o |
[*]
|
| o |
[*]
|
| o |
[*]
|
| o |
[*]
|
| o |
[*]
|
| o |
[*]
|
6.
Except as specifically changed in
this
First Amendment, all terms and conditions set forth in the Agreement shall
remain in full force and effect.
This First Amendment sets forth the entire understanding of the Parties as
to
the subject matter of this First Amendment and supersedes all prior agreements,
discussions, and correspondence pertaining to the subject matter of this First
Amendment. In the event of an express conflict between the terms and
conditions of this First Amendment and the terms and conditions of the
Agreement, the terms and conditions
of this
First Amendment will
control.
7. This
First Amendment may be executed in any number of counterparts,
each of
which shall be deemed an original and all of which together will constitute
one
and the same document.
|
IXI
Mobile (R&D) Ltd.
|
[*]
|
|||
| By (sign): | /s/ | By (sign):[*] | ||
| Name (print): | Name (print):[*] | |||
| Title: |
Title:[*]
|
|||
|
Date:
[*]
|
Effective
Date:[*]
|
|||