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Exhibit 10.4
(superseded by Contract
dated 3/96)
[MCI LOGO]
MCI TELECOMMUNICATIONS
CORPORATION
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
312 856 2121
August 2, 1995
VIA FEDERAL EXPRESS
▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Chief Executive Officer
Long Distance Direct, Inc.
▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Dear ▇▇. ▇▇▇▇▇▇▇:
Enclosed please find two (2) originals each of the Carrier Agreements for Long
Distance Direct, Inc. Please have all originals signed and return them to me for
MCI signature.
If you have any questions, please call me directly at 312/616-3066.
Sincerely,
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
KMC/tmm
Enclosure
cc: Art Fox (MCI)
2
MCI CARRIER SERVICES
MCI CARRIER AGREEMENT
LONG DISTANCE DIRECT, INC.
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ORIGINAL
CARRIER AGREEMENT
TERMS AND CONDITIONS
This Carrier Agreement (the "Agreement") is between MCI
TELECOMMUNICATIONS CORPORATION ("MCI") and LONG DISTANCE DIRECT, INC.
("Customer"), a resale common carrier subject to the Communications Act of 1934.
1. Scope of Agreement.
(a) MCI shall provide to Customer certain specified domestic interstate
service(s), international services, and intrastate common carriage
service(s). For domestic interstate and international services, this
Agreement incorporates by reference the terms of MCI Tariff FCC No. 1
("Tariff"), which is on file with the Federal Communications Commission
and which may be modified from time to time by MCI in accordance with
law and thereby affect the service(s) furnished Customer, except that
the following terms and conditions shall supplement or, to the extent
inconsistent, supersede Tariff terms and conditions and shall remain in
effect throughout the Service Term. For intrastate services, this
Agreement incorporates by reference each applicable state tariff filed
by MCI, which may be modified by MCI from time to time, and thereby
affect the service(s) furnished Customer. This Agreement is entered
pursuant to Section 211(a) of the Communications Act of 1934.
(b) Capitalized terms not otherwise defined in this Agreement shall
have the meanings assigned to them in the Tariff.
2. Monthly Commitment.
(a) During each of the first six (6) months of the Agreement Customer
shall have no minimum usage requirements.
(b) Commencing on the seventh full monthly billing period under this
Agreement, during each of the next two (2) monthly billing periods,
Customer's Monthly Usage shall equal or exceed Twenty-Five Thousand
Dollars ($25,000).
(c) For purposes of this Agreement Paragraphs 2(a) and 2(b) combined
shall comprise the "Ramp Period" (as more fully described in Paragraph
14 below).
(d) During each of the next consecutive monthly billing periods
following the Ramp Period, Customer's Monthly Usage shall equal or
exceed the applicable commitment amounts identified below:
Months Monthly Commitment
------ ------------------
9-10 $100,000
11-12 $250,000
13-14 $400,000
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(e) Commencing with the fifteenth full monthly billing period,
Customer's "Monthly Usage" shall equal or exceed Five Hundred Thousand
Dollars ($500,000) ("Monthly Commitment") during each monthly billing
period of the Service Term (as more fully described in Paragraph 14
below).
(f) In the event Customer's Carrier Identification Code ("CIC") is not
80% percent loaded upon the completion of the Ramp period, MCI and
Customer shall promptly meet to discuss the extension of the Ramp
period.
Monthly Usage shall mean Customer's domestic interstate usage of: MCI
Carrier Network Service at the rates identified in Paragraph 4 below,
MCI Carrier Operator Service, MCI Directory Assistance, MCI Debit Card
Units, MCI Card Service, networkMCI Conferencing, after application of
discounts earned hereunder, but not including any applicable taxes (and
gross receipts taxes) and tax-related surcharges on MCI Services.
Monthly Usage also includes usage of: (i) International Service
(including MCI Service terminating in Canada and Mexico) at the rates
set forth below but before any of the discounts earned under this
Agreement, and International 800 DAL Service at standard tariffed rates
less discounts earned under this Agreement (hereinafter "International
Services"), but not including any applicable taxes (and gross receipts
taxes) and tax-related surcharges on MCI International Services; and
(ii) intrastate MCI Services at standard tariffed rates after
application of any applicable tariffed discounts (hereinafter
"Intrastate Services") but not including any applicable taxes (and
gross receipts taxes) and tax-related surcharges on MCI Intrastate
Services.
(g) (1) During the seventh and eighth months of the Ramp period, if
Customer's Monthly Usage is less than Twenty Five Thousand Dollars
($25,000), for that month Customer will pay an underutilization charge
(which Customer agrees is reasonable) equal to the difference between
Twenty Five Thousand Dollars ($25,000) and the amount of MCI services
purchased in that month.
(2) After the eighth month of the Ramp Period, if Customer's
Monthly Usage is less than the applicable Monthly Commitments
identified above in months 9-10, 11-12 or 13-14, for that month
Customer will pay an underutilization charge (which Customer agrees is
reasonable) equal to the difference between the applicable Monthly
Commitment and the amount of MCI services purchased in that month.
(h) Commencing on the fifteenth monthly billing period, if Customer's
Monthly Usage is less than the Monthly Commitment identified above, for
that month(s) Customer will pay the Customer's actual combined monthly
recurring and usage charges for MCI services at standard MCI tariffed
rates, and an underutilization charge (which Customer agrees is
reasonable)
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equal to fifteen percent (15%) of the difference between the Monthly
Commitment under paragraph 2(e) and Customer's Monthly Usage capped
at the Monthly Commitment.
3. Carrier Network Service
(a) In order to be eligible to purchase MCI Carrier Network
Service:
1) Except in areas where service origination is not
available from access providers via a Carrier Identification
Code ("CIC"), Customer must originate all traffic via
Customer's own CIC. Customer shall pay all charges associated
with the installation of Customer's CIC in all Local Exchange
Carrier ("LEC") end offices.
2) Customer shall comply with Section 64.1100 of the
FCC's Rules and Regulations, as well as other applicable law
or regulation pertaining to the sale and delivery of
telecommunications service(s) to Customer's customers. MCI
shall not be liable to Customer's customers for any claim,
liability or expense asserted by those customers in connection
with Customer's sale or delivery of such service(s), including
the unauthorized conversion of a customer's Primary
Interexchange Carrier ("PIC") designation to Customer's CIC.
In the event Customer violates any FCC or other applicable law
or regulation pertaining to the sale or delivery of Customer's
service(s) and a final order is entered by the appropriate
governmental body, MCI may terminate this Agreement on not
less than five (5) days written notice. In addition, Customer
shall take or pay the amount billed plus the difference
between the amount billed in any month and the Monthly
Commitment. Customer shall indemnify and hold MCI harmless
from any actions, claims, suits or damages arising out of
Customer's violation or alleged violation of any FCC or other
applicable law or state regulation, and Customer shall pay all
attorney fees and costs incurred by MCI in connection with
such actions, claims, suits or damages.
3) Customer agrees that it will obtain and maintain
any and all approvals to resell MCI Carrier Network Service
hereunder from the FCC, including requirements imposed by
Section 214 of the Communications Act of 1934, as amended, and
state regulatory bodies.
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4) Customer agrees to sell and ▇▇▇▇ ▇▇▇ Carrier
Network Service under its own name, identity or mark, and
▇▇▇▇▇▇▇▇ further agrees not to reference MCI's name or marks
in any context involving its furnishing of service(s) to the
public except as provided herein. Customer agrees to abide by
the "Use of Name Guidelines" contained in Exhibit D hereto. In
reselling MCI Services under this Agreement, Customer will
observe the highest standard of integrity and fair dealing
with members of the public. Customer will do nothing to
discredit, dishonor, reflect adversely upon or, in any manner,
injure the reputation of MCI. Furthermore, Customer agrees to
indemnify MCI for any actions, claims, suits or damages
arising out of any allegation that if proved would cause
Customer to be in breach of this provision and Customer shall
also pay all attorney's fees and costs incurred by MCI due to
any actions, claims, suits or damages arising out of such
allegation.
5) Except as set forth in Paragraph 10 herein,
Customer shall have sole responsibility for interacting with
its customers in all matters pertaining to service, including
the placing and handling of service orders, service
installation, operation and termination, dispute handling and
resolution, and billing and collection matters. MCI shall
incur no obligation, nor shall it be deemed to have any
obligation, to interact with Customer's customers for any
reason or purpose. Customer shall cooperate with MCI as
necessary to address and resolve service-related issues and
problems and shall impose upon its customers an obligation to
cooperate, with Customer in addressing and resolving
service-related issues and problems.
(b) Without limitation, if Customer fails to abide by the
requirements in Paragraph 3(a) above, such failure shall be
regarded as a material breach of this Agreement and MCI may
terminate this Agreement on five (5) business days written
notice.
(c) Customer agrees that MCI may use the National Leads
Information System ("NLIS") or an appropriate internal MCI
system to determine Working Telephone Number ("WTN")
historical data regarding MCI and non-MCI PICs and Customer
understands that such systems are not error free. MCI will not
be liable to Customer for errors made in determining WTN in
reliance on information contained in NLIS or internal MCI
systems.
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(d) Customer understands and accepts that, as part of MCI's normal
business policy and practices and its obligations under law,
MCI will engage in extensive marketing efforts in attempt to
sell its services to the public and that such efforts will
result in active competition with Customer for the business of
users who are Customer's customers or prospects. Accordingly,
Customer further understands and accepts that such competition
by ▇▇▇ is in all respects fair and proper and that Customer
shall not complain, nor be heard to complain, of business lost
to MCI. Under no circumstance shall any inference be derived
that MCI's entry into this Agreement with Customer means that
MCI will restrict its efforts to compete against Customer in
any way.
(e) Customer understands and accepts that no fiduciary
relationship arises by virtue of this Agreement and that,
accordingly, MCI incurs none of the obligations that arise in
such relationship as an incident of its fulfilling its
obligations under this Agreement. Further, Customer
understands and accepts that MCI is not an insurer of profits
for Customer, nor does MCI guarantee the success of Customer's
business as a result of Customer's receipt of service(s) under
this Agreement.
(f) Customer agrees that if its end-user makes a call using 10XXX
access (utilizing Customer's CIC), from an ANI which Customer
did not provide to MCI to enter into MCI's Billing and Order
Entry systems, MCI will bill the call through the LEC at MCI
tariffed rates, and MCI's name will appear as the service
provider on the LEC invoice. Furthermore, Customer agrees its
sales and marketing channels will only market 10XXX access as
a dialing option from ANIs that the end-user had PIC'd to the
Customer's CIC, in areas where the Customer's CIC is pointed
to MCI for termination.
4. Carrier Network Service Rates.
(a) INTERSTATE RATES. For Carrier Network Service, except for
international service for which Customer shall pay the rates
contained herein or tariff rates if rates are not contained
herein, subject to the discounts contained in Paragraphs 4(i)
and (j), during the Ramp Period and for as long as Customer
achieves the Monthly Commitment, Customer will pay in addition
to all installation charges, access and access-related
charges, applicable surcharges, taxes and tax-related charges,
the following non-distance sensitive "postalized" rate per
minute as determined by Customer's overall monthly usage:
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Domestic Non-Dedicated
Interstate Outbound
Monthly Usage Day Rate Non-Day Rate
------------- -------- ------------
$ 0 - $499,999 Tariff Tariff
$500,000 + $0.1335 $0.1185
Domestic Non-Dedicated
Interstate 800
Monthly Usage Day Rate Non-Day Rate
------------- -------- ------------
$ 0 - $499,999 Tariff Tariff
$500,000 + $0.1455 $0.1305
Domestic Dedicated Interstate
Outbound
Monthly Usage Rate
------------- ----
$ 0 - $499,999 Tariff
$500,000 + $.0950
Domestic Dedicated Interstate
Inbound
Monthly Usage Rate
------------- ----
$ 0 - $499,999 Tariff
$500,000 + $.1084
"Standard MCI tariffed rates" for Carrier Network Services shall be deemed
to be tariffed Option G and Option F rates.
Customer is not eligible for any other tariffed discounts on such
services.
(b) INTERSTATE OUTBOUND - EXTENDED CALL COVERAGE FOR ALASKA, PUERTO RICO, THE
U.S. VIRGIN ISLANDS AND HAWAII. Customer will pay interstate rates at the
switched to switched or dedicated to switched base rates Option G, Section
C.3.0932 of the Tariff with associated maximizer discounts in Paragraphs
4(i) and (j). Customer is not eligible for any other tariffed discounts on
such service.
(c) INTERSTATE 800 - EXTENDED CALL COVERAGE FOR ALASKA, PUERTO RICO, THE U.S.
VIRGIN ISLANDS AND HAWAII. Customer will pay interstate rates at the 800
Business Line Termination or Dedicated Termination Rates Option F, Section
C.3.08213 of the Tariff with associated maximizer discounts in Paragraphs
4(i) and (j). Customer is not eligible for any other tariffed discounts on
such service.
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(d) INTRASTATE RATES (OUTBOUND). Customer shall pay for outbound intrastate
service tariffed rates for switched to switched or dedicated to
switched base rates in each applicable MCI state tariff. The discounts
contained in Paragraphs 4(i) and (j) will be supplemented by MCI with
an additional discount of fifteen percent (15%). The discounts will be
calculated on all intrastate outbound usage less taxes and tax-related
surcharges. The resulting amounts will be applied to Customer's
interstate usage only. Customer is not eligible for any other tariffed
discounts on such service.
(e) INTRASTATE 800. For inbound intrastate service (800) Customer will pay
the 800 Business Line Termination or Dedicated Termination Base Rates
in each applicable MCI state tariff. MCI shall apply the maximizer
discounts in Paragraphs 4 (i) and (j) and an additional discount of
fifteen percent (15%). The discounts will be calculated on all
intrastate 800 usage less taxes and tax-related surcharges. The
resulting amounts will be applied to Customer's interstate usage only.
Customer is not eligible for any other standard tariffed discounts on
such service.
(f) INTERNATIONAL 800. For inbound international service (800), Customer
will pay international 800 rates at the Tariffed 800 Base Rates Option
F, Section C.3.07314 with associated maximizer discounts in Paragraphs
4(i) and (j). Customer is not eligible for any other standard tariffed
discounts on such service.
(g) INTERNATIONAL DEDICATED OUTBOUND SERVICE. For international dedicated
outbound service, Customer shall receive the rates in Exhibit A less
$.0300 on each country rate. Where country rates are not contained in
Exhibit A, Customer will pay international rates at the Tariffed Base
Rates Option C.3.073 with associated maximizer discounts in Paragraph
4(j). Customer is not eligible for any other standard tariffed
discounts on such service.
(h) INTERNATIONAL NON-DEDICATED CARRIER NETWORK SERVICE. Customer shall
receive the rates set forth in Exhibit A for all usage of Non-Dedicated
International Carrier Network Service. Where country rates are not
contained in Exhibit A, Customer will pay tariff rates less tariff
discounts. All of the rates contained in this Paragraph 4(h) shall
receive the associated maximizer discounts in Paragraph 4(j). Customer
is not eligible for any other standard tariffed discounts on such
service.
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(i) NON-DEDICATED MARKETING MAXIMIZER DISCOUNTS. Customer will receive an
additional discount on all usage of non-dedicated MCI Carrier Network
Service less taxes and tax-related surcharges based on the number of
non-MCI ANIs or WTNs (ANIs or WTNs that have not been PICed to MCI for
at least the previous ninety (90) days) that Customer converts to MCI.
Each month MCI will calculate the overall cumulative total of non-MCI
ANIs or WTNs converted to MCI and then apply a discount to Customer's
usage as follows:
Percentage of MCI Percentage of Non-Dedicated
Customer Numbers Sold Usage Eligible for 20%
by Customer Maximizer Discount
20% or less 100%
21% - 25% 95%
26% - 30% 90%
31% - 40% 80%
41% - 50% 70%
51% - 60% 60%
(j) DEDICATED MARKETING MAXIMIZER DISCOUNTS. Customer will receive an
additional discount on all usage of dedicated MCI Carrier Network
Service less taxes and tax-related surcharges based on the number of
non-MCI DALs that Customer converts to MCI. Each month MCI will
calculate the overall cumulative total of non-MCI DALs converted to MCI
and then apply a discount to Customer's usage as follows:
Percentage of MCI
Customer DALs Sold Percentage of Dedicated Usage
by Customer Eligible for 20% Maximizer
Discount
20% or less 100%
21% - 25% 95%
26% - 30% 90%
31% - 40% 80%
41% - 50% 70%
51% - 60% 60%
(k) If Customer's dedicated Carrier Network Services usage exceeds twenty
percent (20%) of Customer's total Carrier Network Services usage, then
the dedicated Carrier Network Services usage in excess of such twenty
percent (20%) shall not receive the Maximizer Discount provided
pursuant to paragraph 4(j).
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(l) During the Ramp Period of the Agreement, MCI will not measure converted
MCI ANIs, WTNs or DALs for the purpose of applying the Maximizer
Discount. All ANI's, WTNs and DALs will receive the twenty percent
(20%) Maximizer Discount. In the month following the end of the Ramp
Period, MCI will begin to measure and apply the above formula based on
a monthly average of ANI's, WTN's or DAL's to be installed to date.
(m) DIRECTORY ASSISTANCE. For switched to switched and dedicated to
switched directory assistance, Customer shall pay $0.40. In each month
in which Customer's total number of directory assistance calls exceed
twenty five thousand (25,000), the above postalized rate for directory
assistance shall be reduced by $0.0100.
5. ANI MANAGEMENT RESPONSIBILITIES. On or before the thirtieth (30th) day
after the close of the billing cycle, MCI will provide Customer with a
list of ANIs, including traffic minutes and number of calls associated
with ANIs associated with Customer's Carrier Network Services Account
("MCI Active ANI List"). Within thirty (30) days after Customer's
receipt of the MCI Active ANI List, Customer shall provide to MCI, in
writing, with a report of all ANIs in the billing cycle covered by the
MCI Active ANI List that were either: (1) ordered by Customer to be
added by MCI to the Customer's account, but which were not added to
Customer's Network Account; or (2) on the MCI Active ANI list but which
Customer had requested be deleted. For any ANI not timely included by
Customer in the Customer ANI Report: (1) Customer shall be liable to
MCI for charges associated with said ANI; and (2) MCI shall not be
liable to Customer for any costs, claims or damages resulting from
failure to implement Customer's directions with respect to said ANI.
6. Detention Facilities. Customer may not use MCI Carrier Network Services
in conjunction with the provision of communications services to any
detention facility, including, but not limited to, any local, state or
federal prison.
7. Additional Rates.
(a) Debit Card Units.
1) Customer may utilize MCI for the debit card platform and
transport of Customer's domestic interstate and international
termination debit card traffic. In order to qualify for the below
rates, Customer must purchase at least fifty thousand (50,000) domestic
interstate and/or international termination debit card units, as
defined in the Tariff ("Debit Card Units"). The below rates shall
include access to the MCI debit card platform, transport, order entry
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and debit card activation. Customer will pay the following applicable
postalized rate as determined by the number of Debit Card Units
purchased by Customer in each individual purchase, and not determined
by the aggregate number of Debit Card Units purchased throughout the
Service Term:
Debit Card Units Rate Per
Purchased Unit
--------- ----
50,000 - 149,999 $0.1950
150,000 - 299,999 $0.1900
300,000 - 449,999 $0.1850
450,000 - 599,999 $0.1800
600,000 + $0.1750
2) Customer's total available Debit Card Units will only be reduced by
the Debit Card Units utilized by completed calls (calls that are answered at the
ultimate destination).
3) In addition to the above rates, Customer shall pay an additional Six
Hundred Dollar ($600) charge for each customized script identifying Customer to
its end-users.
4) Customer shall be solely responsible for all card fulfillment,
customer service and any operator services.
5) Customer shall not include MCI's name or logo on any Customer debit
card.
(b) networkMCI Conferencing.
1) For domestic interstate Dial-Out and 800 Meet Me networkMCI
Conferencing Service, Customer shall pay the following non-distance sensitive
("postalized") rates per minute for each bridge port (inclusive of tariff set-up
fees) used during all conference calling and calculated on monthly usage:
Monthly Per Minute
Forum Usage Rate Per Bridge Port
----------- --------------------
$ 0 - $10,000 $ 0.2800
$10,000 - $20,000 $ 0.2750
$20,000 - $30,000 $ 0.2700
$30,000 - $40,000 $ 0.2650
$40,000 - $50,000 $ 0.2600
$50,000+ $ 0.2550
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2) For domestic interstate unattended networkMCI Conferencing Service,
Customer shall pay the following postalized rates per minute for each bridge
port (inclusive of tariff set-up fees) used during all conference calling and
calculated on monthly usage:
Monthly Per Minute
networkMCI Usage Rate Per Bridge Port
---------------- --------------------
$ 0 - $10,000 $0.2200
$10,000 - $20,000 $0.2162
$20,000 - $30,000 $0.2125
$30,000 - $40,000 $0.2087
$40,000 - $50,000 $0.2050
$50,000+ $0.2012
3) For domestic interstate Local Meet Me networkMCI Conferencing
Service, Customer shall pay a per minute rate of $0.19 for each bridge port
(inclusive of tariff set-up fees) used during all conference calling.
4) In order to receive the rates set forth in subsections 7(b) (1),
7(b) (2) and 7(b) (3) above, Customer must fulfill the following criteria
throughout the term:
(a) Customer shall provide an 800 line exclusively used for customer
service purposes; and
(b) Customer shall provide an 800 line to the MCI Conference Center
exclusively used for reservations; and
(c) Customer shall provide its own customer service personnel and
access.
5) MCI shall provide to Customer: (i) generic branding for inbound
conference calls; and (ii) customized branding for inbound calls for reservation
services. However, MCI shall not provide billing services to Customer's
end-users.
6) The rates provided herein are in lieu of any tariff promotions or
discounts.
7) Set up charges in Tariff will be waived. All other ancillary charges
in Tariff will not be waived.
(c) MCI Card Service and Associated Enhanced Services.
Customer will receive the discounts for MCI Card Service and Associated
Enhanced Services set forth in Exhibit B.
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(d) MCI Carrier Operator Services.
Customer will receive the rates, service terms and conditions
for MCI Carrier Operator Services as set forth in Attachment 2.
8. Installation Waivers.
Customer shall receive a credit of up to Three Hundred Thirty
Thousand Dollars ($330,000), which shall be applied to the one-time
installation (including CIC installation) and other one-time
non-recurring MCI-billed tariffed charges associated with the
implementation of Carrier Network Services.
9. Revenue Achievement Bonus Program.
(a) If Customer's total Monthly Usage during the Ramp Period
and Service Term equals or exceeds Twenty One Million Five Hundred
Seventy Five Thousand Dollars ($21,575,000) ("Credit Minimum"),
Customer shall receive a one-time credit in an amount equal to one
month's Monthly Usage of MCI Services. Such credit shall not exceed
Customer's Monthly Commitment.
(b) If the credit provided pursuant to the paragraph above is
earned prior to the conclusion of the Service Term, each time
Customer's total aggregate Monthly Usage earned thereafter equals or
exceeds Fourteen Million Eight Hundred Ninety Five Thousand Dollars
($14,895,000), Customer will receive a one-time credit equal to one
month's Monthly Usage of MCI Services. Such credit will be based on the
invoice in which Customer's usage equals or exceeds such amount and
will be applied to Customer's next available invoice.
(c) Customer may only receive one credit pursuant to Paragraph
9(a) or (b) during any consecutive twelve (12) month period ("Annual
Period"). Credits earned in one Annual Period may not be carried
forward to the next Annual Period. Each credit shall equal no more than
Customer's Monthly Commitment or Five Hundred Thousand Dollars
($500,000), whichever is less. The credits set forth in Paragraphs 9(a)
and (b) above shall be applied to Customer's domestic interstate and
international usage charges (exclusive of applicable taxes, surcharges,
and pass-through access/egress (or related) charges) for MCI Services
hereunder.
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10. Security.
Nothing contained herein shall limit or be interpreted to
limit MCI's right, as provided for in Section B-7.04 of MCI Tariff FCC
No. 1, to require, in MCI's sole discretion, security from Customer,
and Customer's failure or refusal to provide such security upon MCI's
reasonable request therefor may result in the cancellation of this
Agreement and Customer's service for cause pursuant to Section B-11.01
of the Tariff. The security arrangements provided for hereunder shall
survive the expiration of the Service Term, as defined herein, and
shall remain in effect so long as Customer remains a user or has any
outstanding balance due for use of MCI Service(s).
11. Payment.
(a) Customer shall pay MCI for all MCI service(s) provided during the
usage month within twenty five (25) days from the last day of the usage
month. If Customer has received MCI's invoice, Customer will pay MCI
the amount invoiced. If Customer has not received MCI's invoice for the
services provided prior to the date when Customer must pay MCI,
Customer will pay MCI an amount estimated to be billed for services
provided during the prior month ("Estimated Payment"). At the
initiation of this Agreement, if Customer has not received MCI's
invoice prior to the date when Customer must pay MCI for services
provided during the first month of this Agreement, the Estimated
Payment will be equal to Customer's estimate of its prior month's
usage. For each month thereafter, the Estimated Payment will be equal
to the amount of the prior MCI invoice, or invoices which reflect one
month's total usage of MCI services received by the Customer.
(b) Within ten (10) days of the date of MCI's invoice, MCI and Customer
will reconcile the Estimated Payment with the MCI invoice amount for
such month. MCI shall credit any Estimated Payment amount in excess of
the MCI invoice amount for such month on the next available invoice.
Immediately after reconciliation, Customer shall pay MCI any amount the
Estimated Payment was less than the MCI invoice amount for such month.
(c) Customer's failure to pay the invoiced amount in full within said
twenty five (25) day period may result in the exercise by MCI of its
rights under the security provisions contained in Paragraph 5,
immediately above, or in such Paragraph as it may be amended during the
service term.
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(d) For each month that Customer pays the amount invoiced within said
twenty five (25) day period described above, Customer shall receive a
discount equal to one percent (1%) of the amount invoiced (less charges
for installation, taxes, tax-related surcharges, any other applicable
surcharges, charges for access and access-related charges, including,
without limitation, access charges in the Tariff) in such month which
discount shall be applied to Customer's total monthly domestic
interstate usage for MCI services under this Agreement appearing on the
next month's invoice.
12. Dispute Resolution.
(a) Except as otherwise provided herein, any claims arising out of or
related to this Agreement, shall be made within one hundred and twenty
(120) days of their occurrence. If such claims cannot be resolved by
negotiation, they shall be settled by binding arbitration in accordance
with the rules contained in MCI Tariff FCC No. 1 ("Arbitration Rules").
Neither party may seek injunctive relief of any kind prior to the
confirmation of an arbitration award, except that MCI may seek
injunctive relief against Customer for violation of Paragraphs 3(a)2),
3) and 4), herein. Any claims made after one hundred and twenty (120)
days of the occurrence giving rise to such claims shall be barred.
(b) Either MCI or Customer may initiate arbitration by providing
written demand for arbitration, a copy of this Agreement and the
administrative fee required by the Arbitration Rules to the Endispute
(or if Endispute is not available to the American Arbitration
Association) office located in Washington, D.C. A copy of such notice
shall also be provided to the other party. The remaining cost of the
arbitration, including the fees and expenses of the arbitrator, shall
be shared equally by the parties unless the arbitration award provides
otherwise. Each party shall bear the cost of preparing and presenting
its case.
(c) One (1) arbitrator shall be appointed in accordance with the
Arbitration Rules within sixty (60) days of the submission of the
demand for arbitration, unless both parties otherwise agree in writing.
The Arbitrator shall designate the time and place for the hearing
within thirty (30) days of his or her appointment. MCI and the Customer
agree that the Arbitrator's authority to grant relief shall be subject
to the provisions of this Agreement, the United States Arbitration Act,
9 U.S.C. 1-16 et. seq. ("USAA"), the ABA-AAA Code of Ethics for
Arbitrators in Commercial Disputes, MCI Tariff FCC No. 1, substantive
law, and the Communications Act of 1934, 47 U.S.C. 151 et. seq. The
Arbitrator's decision shall follow the plain meaning of the relevant
documents, and shall be final and
MCI CONFIDENTIAL
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binding.
(d) MCI and the Customer agree to undertake all reasonable steps to
expedite the arbitration process.
(e) Notwithstanding any other provision of this Agreement,
interpretation and construction of this Paragraph shall be governed by
the USAA. ▇▇▇ and the Customer further agree that judgment may be
entered upon the award in any court having jurisdiction thereof, and
that all post-award proceedings shall be governed by the USAA.
13. Termination for Insolvency.
In the event Customer becomes or is declared insolvent or
bankrupt, is the subject of any proceeding related to its liquidation,
insolvency or for the appointment of a receiver or similar officer for
it, makes an assignment for the benefit of all or substantially all of
its creditors, or enters into an agreement for the composition,
extension, or readjustment of all or substantially all of its
obligations, MCI may, by giving seven (7) business days written notice
thereof to Customer, terminate this Agreement without liability or
obligation, in whole or in part, as of a date specified in such notice
of termination.
14. Term.
The Ramp Period under this Agreement shall begin on the first
day of the first full month following the execution of this Agreement
by MCI ("Effective Date"). The service term shall begin on the first
day of the first full month following the eight (8) month Ramp Period
and will continue for a period of thirty six (36) months thereafter
("Service Term"). In the event Customer's CIC is not 80% loaded as
identified in Paragraph 2(f) above, MCI and Customer shall promptly
meet to discuss the extension of the Ramp Period. In the event the Ramp
Period is extended, the Service Term shall commence upon the completion
of the revised Ramp Period. Nothing contained herein, however, shall
modify or be deemed to modify MCI's right to terminate this Agreement
either as provided herein, or as authorized in Section B-11.01 of the
Tariff, immediately upon notice to Customer if Customer fails or
refuses to provide alternative or additional security requested
pursuant to Section B-7.04 of the Tariff, or to terminate provision of
service for any other cause as provided for in Section B-11.01 of the
Tariff or as otherwise provided for in this Agreement.
MCI CONFIDENTIAL
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15. Termination at Will.
During the first six (6) months of the Service Term, either
party may terminate this Agreement without liability by giving the
other party thirty (30) days written notice. However, if the first six
(6) months of the Service Term expires without such notice being given,
this Agreement shall remain in full force and effect.
16. Expiration of Term.
Unless the Service Term has been extended in writing by the
parties, upon expiration of the Service Term or termination of this
Agreement, Customer shall be fully subject to all the terms and
conditions, including standard tariffed rates, set forth in the Tariff
for MCI service(s) received by Customer after such expiration.
17. Termination Liability.
If Customer terminates this Agreement during the Service Term
or MCI terminates this Agreement during the Service Term for Customer's
breach, Customer will pay MCI within thirty (30) days of the effective
date of such termination an amount equal to fifteen percent (15%), of
the aggregate of Customer's remaining Monthly Commitments, or a pro
rata portion thereof for any partial month, for each month remaining in
the Service Term after termination. In addition to the above liability
for early termination, Customer shall pay the termination liability for
early termination of all tariffed discount plans in which the Customer
has enrolled. Customer shall also pay termination charges associated
with any applicable product subcommitments contained in this Agreement.
Customer shall also repay any installation credits or payments received
pursuant to Paragraph 8 herein.
18. Nondisclosure.
Customer shall not disclose to any third party during the
Service Term, or during the three (3) year period thereafter, any of
the terms and conditions set forth in this Agreement unless such
disclosure is lawfully required by any federal governmental agency or
is otherwise required to be disclosed by law or is necessary in any
proceeding establishing rights and obligations under this Agreement.
MCI reserves the right to terminate this Agreement immediately upon
delivering written notice to Customer of any unpermitted third party
disclosure hereunder.
MCI CONFIDENTIAL
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19. Notices.
Notices to be given pursuant to this Agreement shall be in
writing, delivered personally or by facsimile, telex, telegram, MCI
Mail, professional courier or certified, registered or express mail,
postage prepaid to the respective addresses set forth herein (or at
such other addresses as shall be given in writing by either party to
the other). All notices, requests, demands or communications shall be
deemed effective upon the earlier of: (a) the date such notice has been
received; or (b) the next calendar day if sent by facsimile, telex,
telegram or MCI Mail; or (c) the third calendar day after delivery to a
professional courier service; or (d) five (5) calendar days after
deposit with the United States Postal Service if sent by certified or
registered mail, return receipt requested.
If to MCI:
MCI Telecommunications Corporation
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
ATTN: Legal Affairs Department
FACSIMILE NUMBER: ▇▇▇-▇▇▇-▇▇▇▇
If to Customer:
Long Distance Direct, Inc.
▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
ATTN: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Chief Executive Officer
FACSIMILE NUMBER: ▇▇▇-▇▇▇-▇▇▇▇
20. Letter of Agency.
Customer shall appoint MCI as its agent in the Letter of
Agency attached hereto and incorporated herein as Attachment 1.
21. Surcharge Exemption.
When applicable, Customer shall certify that any special
access lines used in connection with services under this Agreement
terminate in a device not capable of interconnecting MCI's service with
the local exchange network and thus are surcharge exempt from the
special access surcharge.
MCI CONFIDENTIAL
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22. Tax Exemption.
When applicable, Customer shall certify that it is exempt from
federal, state, and/or local taxes.
23. Predominant Carrier.
(a) Customer agrees to use MCI as its carrier for at least eighty
percent (80%) of Customer's needs for services as measured by revenue
that are either MCI services or interexchange carrier services during
the Service Term provided that this condition shall not: (i) require
any termination of an existing contract not terminable by Customer; or
(ii) prevent Customer from obtaining at any time service(s) not
available from MCI at certain locations.
(b) After the Effective Date of this Agreement, but not more than once
semi-annually, MCI may request, and Customer shall promptly provide to
MCI in writing or in a machine readable format as specified by MCI,
Customer records, data and invoices pertaining to its total long
distance telecommunications usage for the most recent six (6) month
period preceding the request. MCI may review this information for the
sole purpose of determining Customer's compliance with the predominant
carrier provision herein, or as it may be amended by the parties.
(c) In each monthly billing period of the Service Term in which
Customer fails to satisfy the predominant carrier requirement set forth
herein, Customer shall not be entitled to any of the postalized rates
set forth in this Agreement and Customer's use of MCI service(s) shall
be discounted that month solely pursuant to the applicable tariffed MCI
discount rate, if any, associated with Customer's actual usage level
for that monthly billing period.
24. Governing Law.
This Agreement, including all matters relating to the
validity, construction, performance and enforcement thereof, shall be
governed by the laws of the State of New York without giving reference
to its principles of conflicts of law, except to the extent the
Communications Act of 1934, as amended, and as interpreted and applied
by judicial and regulatory authorities including the Federal
Communications Commission, applies.
MCI CONFIDENTIAL
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25. Assignment.
This Agreement shall be binding on Customer and its respective
successors and assigns. Customer may not assign this Agreement, whether
by operation of law or otherwise, without the prior written consent of
MCI and any unpermitted attempted assigned shall be void. MCI may
terminate this Agreement without liability on ten (10) business days
written notice in the event that Customer undergoes a merger involving
a change of control, or divests itself of all or a substantial portion
of its telecommunications business or undergoes a change of fifty one
percent (51%) or more of its ownership or management or leverage or
sale occurs involving fifty one percent (51%) or more of Customer's
assets or Customer's base.
26. No Waiver.
No waiver of any of the provisions of this Agreement shall be
binding unless it is in writing and signed by both parties. The failure
of either party to insist on the strict enforcement of any provision of
this Agreement shall not constitute a waiver of any provision and all
terms shall remain in full force and effect.
27. Length of Offer; Entire Agreement; Amendments.
This offer shall remain open and be capable of being accepted
by Customer until AUGUST 11, 1995. Any and all prior or contemporaneous
offers, agreements, representations and understandings made to
Customer, whether written or oral, shall be superseded by this offer.
Exclusive of any tariff modifications initiated by ▇▇▇, once this
Agreement has been executed, any amendments hereto must be made in
writing and signed by both parties.
IN WITNESS WHEREOF, the parties hereto each acting with proper authority have
executed this Agreement.
MCI TELECOMMUNICATIONS CORPORATION
By: /s/ ▇▇▇ ▇▇▇▇▇▇▇
----------------------------
▇▇▇ ▇▇▇▇▇▇▇
Vice President,
Title: Business Markets
--------------------------
Date: 8/11/95
----------------------------
LONG DISTANCE DIRECT, INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
----------------------------
(Signature)
Title: President
----------------------------
Date: 8/4/95
----------------------------
MCI CONFIDENTIAL
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EXHIBIT A
NO SUBCOMMITMENT RATES
PEAK PerMin OFF-PEAK PerMin 80/20 NetBlend
Cntry 1st18 Addl 6 4MnCall 1st18 Addl6 4MnCall Blend 20%dsc
Antigua 0.3341 0.1114 1.1137 0.2615 0.0872 0.8717 1.0653 0.8522
Argentin 0.3169 0.1056 1.0562 0.2557 0.0852 0.8524 1.0154 0.8123
Austral 0.2114 0.0705 0.7048 0.2114 0.0705 0.7048 0.7048 0.5638
Austria 0.2870 0.0957 0.9566 0.2235 0.0745 0.7451 0.9143 0.7315
Bahamas 0.2294 0.0765 0.7646 0.2294 0.0765 0.7646 0.7646 0.6117
Bahrain 0.5541 0.1847 1.8470 0.4195 0.1398 1.3982 1.7572 1.4058
Banglad 0.8323 0.2774 2.7744 0.5413 0.1804 1.8042 2.5804 2.0643
Barbad 0.3158 0.1053 1.0525 0.2476 0.0825 0.8252 1.0071 0.8056
Belgium 0.3417 0.1139 1.1390 0.3366 0.1122 1.1220 1.1356 0.9085
Belize 0.4401 0.1467 1.4671 0.3741 0.1247 1.2471 1.4231 1.1385
Bermuda 0.2347 0.0782 0.7823 0.1835 0.0612 0.6115 0.7482 0.5985
Bolivia 0.4694 0.1565 1.5648 0.3686 0.1229 1.2286 1.4976 1.1980
Brazil 0.2967 0.0989 0.9890 0.2693 0.0898 0.8978 0.9707 0.7766
BrVirgIs 0.3788 0.1263 1.2627 0.3216 0.1072 1.0721 1.2245 0.9796
CaymanIs 0.3687 0.1229 1.2289 0.2884 0.0961 0.9613 1.1753 0.9403
Chile 0.3708 0.1236 1.2360 0.2840 0.0947 0.9466 1.1781 0.9425
China 0.7719 0.2573 2.5728 0.5808 0.1936 1.9359 2.4454 1.9564
Colombia 0.3157 0.1052 1.0524 0.2690 0.0897 0.8965 1.0212 0.8170
Cos Rica 0.3784 0.1261 1.2613 0.3045 0.1015 1.0150 1.2120 0.9696
CzechRep 0.4160 0.1387 1.3866 0.3366 0.1122 1.1221 1.3337 1.0670
Denmark 0.3527 0.1176 1.1756 0.2840 0.0947 0.9467 1.1298 0.9039
Dom Rep 0.3033 0.1011 1.0109 0.2431 0.0810 0.8102 0.9707 0.7766
Ecuador 0.4192 0.1397 1.3973 0.3403 0.1134 1.1344 1.3447 1.0758
Egypt 0.5179 0.1726 1.7263 0.3884 0.1295 1.2945 1.6399 1.3120
El Salva 0.3627 0.1209 1.2089 0.2926 0.0975 0.9753 1.1622 0.9297
Finland 0.3728 0.1243 1.2428 0.3657 0.1219 1.2189 1.2380 0.9904
France 0.1715 0.0572 0.5718 0.1715 0.0572 0.5718 0.5718 0.4574
Germany 0.1915 0.0638 0.6383 0.1915 0.0638 0.6383 0.6383 0.5106
Greece 0.4051 0.1350 1.3504 0.3435 0.1145 1.1449 1.3093 1.0474
Grenada 0.3596 0.1199 1.1987 0.3050 0.1017 1.0167 1.1623 0.9298
Guam 0.5437 0.1812 1.8122 0.4383 0.1461 1.4611 1.7420 1.3936
Guatema 0.5334 0.1778 1.7782 0.4641 0.1547 1.5469 1.7319 1.3855
Haiti 0.3433 0.1144 1.1442 0.3004 0.1001 1.0014 1.1156 0.8925
Hondur 0.4415 0.1472 1.4717 0.3499 0.1166 1.1663 1.4106 1.1285
Hong Kg 0.2004 0.0668 0.6680 0.1958 0.0653 0.6525 0.6649 0.5319
Hungary 0.4470 0.1490 1.4900 0.3499 0.1166 1.1664 1.4253 1.1402
India 0.6111 0.2037 2.0369 0.5677 0.1892 1.8922 2.0080 1.6064
Indones 0.6217 0.2072 2.0724 0.4887 0.1629 1.6290 1.9837 1.5870
Ireland 0.3183 0.1061 1.0610 0.3178 0.1059 1.0594 1.0607 0.8485
Israel 0.3529 0.1176 1.1763 0.2939 0.0980 0.9797 1.1370 0.9096
Italy 0.2696 0.0899 0.8986 0.2382 0.0794 0.7939 0.8777 0.7021
Jamaica 0.3936 0.1312 1.3119 0.3048 0.1016 1.0161 1.2527 1.0022
Japan 0.1795 0.0598 0.5984 0.1795 0.0598 0.5984 0.5984 0.4787
Jordan 0.4912 0.1637 1.6372 0.4912 0.1637 1.6372 1.6372 1.3098
Korea 0.3191 0.1064 1.0638 0.3191 0.1064 1.0638 1.0638 0.8511
Kuwait 0.4681 0.1560 1.5603 0.3948 0.1316 1.3159 1.5114 1.2091
Lebanon 0.7689 0.2563 2.5630 0.6613 0.2204 2.2042 2.4912 1.9930
Luxembg 0.3913 0.1304 1.3044 0.3045 0.1015 1.0149 1.2465 0.9972
Malays 0.5947 0.1982 1.9824 0.4722 0.1574 1.5741 1.9007 1.5206
MCI CONFIDENTIAL
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Nether 0.1955 0.0652 0.6516 0.1955 0.0652 0.6516 0.6516 0.5213
NetAnt 0.3378 0.1126 1.1260 0.2870 0.0957 0.9566 1.0921 0.8737
New Zea 0.5791 0.1930 1.9305 0.5726 0.1909 1.9087 1.9261 1.5409
Nicarag 0.4481 0.1494 1.4935 0.3504 0.1168 1.1680 1.4284 1.1427
Nigeria 0.4131 0.1377 1.3770 0.3483 0.1161 1.1611 1.3338 1.0670
Norway 0.3310 0.1103 1.1032 0.3310 0.1103 1.1032 1.1032 0.8826
Pakist 0.7817 0.2606 2.6056 0.5986 0.1995 1.9952 2.4836 1.9868
Panama 0.3873 0.1291 1.2909 0.3109 0.1036 1.0364 1.2400 0.9920
▇▇▇▇▇ 0.5028 0.1676 1.6760 0.3948 0.1316 1.3160 1.6040 1.2832
Peru 0.4255 0.1418 1.4185 0.3755 0.1252 1.2518 1.3851 1.1081
▇▇▇▇▇▇ 0.5343 0.1781 1.7809 0.4625 0.1542 1.5417 1.7330 1.3864
Poland 0.4278 0.1426 1.4259 0.3670 0.1223 1.2234 1.3854 1.1083
Portug 0.4367 0.1456 1.4557 0.3453 0.1151 1.1508 1.3947 1.1158
Russia 0.5798 0.1933 1.9327 0.4905 0.1635 1.6351 1.8732 1.4985
SaudiAr 0.4407 0.1469 1.4689 0.3717 0.1239 1.2389 1.4229 1.1383
Singa 0.5015 0.1672 1.6717 0.5015 0.1672 1.6717 1.6717 1.3374
So Afr 0.3765 0.1255 1.2548 0.2966 0.0989 0.9886 1.2016 0.9613
Spain 0.2751 0.0917 0.9169 0.2323 0.0774 0.7744 0.8884 0.7107
Sweden 0.3083 0.1028 1.0276 0.3083 0.1028 1.0276 1.0276 0.8221
▇▇▇▇▇▇▇ 0.2085 0.0695 0.6950 0.2033 0.0678 0.6775 0.6915 0.5532
Taiwan 0.3191 0.1064 1.0638 0.3191 0.1064 1.0638 1.0638 0.8511
Thailnd 0.5947 0.1982 1.9822 0.4725 0.1575 1.5749 1.9007 1.5206
Turkey 0.4174 0.1391 1.3913 0.3527 0.1176 1.1756 1.3482 1.0785
Ukraine 0.7474 0.2491 2.4912 0.6323 0.2108 2.1076 2.4145 1.9316
UK 0.1356 0.0452 0.4521 0.1356 0.0452 0.4521 0.4521 0.3617
Uruguay 0.4511 0.1504 1.5037 0.3539 0.1180 1.1795 1.4388 1.1511
U.A.E. 0.4675 0.1558 1.5582 0.4675 0.1558 1.5582 1.5582 1.2466
Venez 0.2290 0.0763 0.7634 0.1955 0.0652 0.6518 0.7410 0.5928
Vietnam 0.7712 0.2571 2.5707 0.7045 0.2348 2.3484 2.5262 2.0210
Yemen 0.5440 0.1813 1.8132 0.4600 0.1533 1.5335 1.7572 1.4058
Zaire 0.5428 0.1809 1.8093 0.4071 0.1357 1.3568 1.7188 1.3750
MCI CONFIDENTIAL
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EXHIBIT B
MCI FEATURE CARD SERVICE AND
ASSOCIATED ENHANCED SERVICES DISCOUNTS
A. MCI Feature Card Service Discounts.
1) Customer shall receive the following effective discounts on
its usage of domestic interstate MCI Feature Card Service (only
accessed by dialing an MCI-provided 800 number other than (800)
950-1022 in accordance with Section C-A.05, Footnote 2, of the Tariff
or any successor tariffed provision) as determined by Customer's MCI
Feature Card Monthly Usage:
Total
Monthly Usage Discount
------------- --------
$10,000 - $ 24,999 12%
$25,000 - $ 49,999 21%
$50,000 - $149,999 31%
$150,000 - $249,999 34%
$250,000 - $499,999 35%
$500,000+ 37%
2) The following interstate MCI Feature Card surcharges shall
be charged on all direct dial MCI Feature Card calls.
Direct
From To Dial
---- -- ----
United States U.S., Puerto Rico
("U.S.") and U.S. Virgin
Islands $0.25
Puerto Rico U.S. $0.25
U.S. Virgin U.S. $0.25
Islands
U.S., Puerto Rico Canada
and U.S. Virgin
Islands $0.25
U.S., Puerto Rico International Locations
and U.S. Virgin Other than Canada $1.25
Islands
Canada U.S., Puerto Rico and
U.S. Virgin Islands $1.00
Canada International Locations $1.25
3) The above discounts shall apply only to Customer's usage
charges for domestic interstate MCI Feature Card Service provided
pursuant to the Tariff but not to charges for monthly recurring, MCI
Feature Card surcharges, installation, taxes or surcharges applicable
to MCI Service(s), Directory Assistance, MCI intrastate charges and
charges for local access/egress services or facilities associated with
MCI Feature Card Service.
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4) The above discounts for MCI Feature Card Service are in
lieu of any tariffed discounts including, without limitation, the
discounts for MCI Feature Card Service available under MCI VIP, MCI VIP
Plus, MCI MOD and MCI CAS Service.
5) For MCI Feature Card Service (only accessed by dialing an
MCI- provided 800 number other than (▇▇▇) ▇▇▇-▇▇▇▇), Customer shall pay
MCI for the fulfillment costs associated with Customer's usage of MCI
Feature Card Service plus pay MCI an administrative charge for handling
fulfillment in an amount equal to fifteen percent (15%) of the
fulfillment costs.
6) For MCI Feature Card Service (only accessed by dialing an
MCI- provided 800 number other than (▇▇▇) ▇▇▇-▇▇▇▇), MCI shall provide
the fraud detection procedures set forth in Exhibit C, attached hereto
and incorporated herein by reference. Customer shall be responsible for
all fraud associated with its usage of MCI Feature Card Service, except
as set forth in Exhibit C.
B. Discounts on Associated Enhanced Services.
1) Customer will be entitled to the following applicable
incremental discounts on Customer's usage of Enhanced Services
(International PRISM I, including service terminating in Canada and
Mexico, International CNS, International 800, Carrier Operator
Services, Connections Card and networkMCI Conferencing Service) as
determined by Customer's Enhanced Services Monthly Usage (as defined
below) :
Enhanced Services
Monthly Usage Discount
------------- --------
$ 0 - $ 9,999 0%
10,000 - 24,999 2%
25,000 - 49,999 3%
50,000 - 99,999 4%
100,000 - 199,999 5%
200,000+ 6%
The above discounts shall apply only to Customer's usage of Enhanced Services
provided pursuant to MCI's standard terms and conditions for such services, but
not to charges for installation, taxes or surcharges, and charges for local
access/egress services or facilities associated with Enhanced Services.
2) Enhanced Services Monthly Usage shall mean Customer's
monthly combined recurring and usage charges for Enhanced Services at
standard pricing but not including taxes (and gross receipts taxes),
surcharges, and any charges for tariffed services.
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EXHIBIT C
MCI CONNECTION CARD FRAUD DETECTION PROCEDURES
====================
All calling card calls will be validated by MCI to permit only those calls
authorized or facilitated by Long Distance Direct, Inc. or legitimate card
holders. MCI will, at the direction of Customer, preclude all calls utilizing
expired or terminated calling card numbers compared against an authorized list
provided by Customer and will be responsible for all fraudulent use,
unauthorized use, misuse, or abuse of calling cards occurring after MCI receives
actual notice of the expiration or termination of a calling card or receives
specifically detailed written notification concerning any card which has been
lost, stolen, compromIsed or which Customer has reason to believe is or may be
used fraudulently. MCI will deactivate a calling card within four (4) hours of
receipt by MCI's Consumer Markets Fraud Detection of a request by Customer.
In addition, all calling card calls will be monitored by MCI for fraudulent use,
unauthorized use, misuse or abuse on a twenty four (24) hour a day, seven (7)
days a week basis. MCI shall establish fraud prevention, detection and
minimization procedures so that fraudulent use arising from lost or stolen
calling cards and potential disruption to authorized card holders will be
minimized.
MCI will not hold the Customer responsible for "service fraud" associated with
the unauthorized use of an MCI calling card. "Service fraud" can best be
described as unauthorized use of an MCI calling card following the involuntary
theft or loss of a card which was not intentionally facilitated or impliedly
authorized by Customer or an authorized user. "Service fraud" often follows the
theft of a wallet, purse or briefcase, or sometimes is the result of "shoulder
surfing" (thieves observing/recording authorization codes) which occurs at
payphones located in airports, bus terminals, train stations and the like. MCI
shall not be responsible for losses caused by fraudulent information submitted
by a card holder in subscribing for calling card services or for usage which was
intentionally facilitated or impliedly authorized by an authorized user.
In the event that ▇▇▇ is unable to contact Customer of suspected abuse of the
calling card, in order to minimize potential abuse, MCI will deactivate any
calling card which has exceeded established fraud detection parameters or which
MCI has reason to believe is or may be used fraudulently.
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EXHIBIT D
USE OF NAME GUIDELINES
MCI has developed the following guidelines to aid MCI Carrier Network Services
customers in determining the proper use of MCI's name, logo, trademarks and
service marks and the proper characterization of the MCI/Reseller relationship.
Resellers are not authorized to use MCI's name, its trademarks, servicemarks or
logo in any manner including use in advertising, promotional materials,
stationery, business cards, billing and signage. For example, Resellers MAY NOT
make in words or in substance the following statements:
"Network services provided by MCI"
"Authorized/Endorsed/Sponsored/Approved by MCI"
"Authorized Provider of MCI Services"
"Affiliate, or partner, or co-marketer with MCI"
If resellers wish to make any reference to MCI, they may ONLY make the following
declarative statement:
"Reseller's services utilize the MCI network"
However, the following conditions apply to this statement:
o This statement may not be used in ANY manner that is likely to create
confusion or to give the impression that MCI sponsors, endorses, or is
in any way affiliated with the Reseller;
o This statement may only be used as a declarative statement in any
printed or oral communication and may not be used as a headline or in
any advertising slogan or banner. In order to use this statement, the
Reseller's company name must appear or be verbalized prominently in the
written or oral communication;
o The statement may only appear once in each written promotional or
advertising piece. The MCI name may not be used in the same type style
that MCI uses and must not otherwise resemble the MCI name and/or logo;
o In any event, whenever the statement above is used, the type size for
this verbiage as it appears in any printed material may not exceed 1/8
of one (1) inch and cannot be larger, bolder, or a different color or
type style than the adjacent text.
In summary, this policy means no Reseller may state explicitly or implicitly
that it:
o Is an authorized agent, reseller, partner or co-marketer with MCI; or
o Provides MCI services; or
o Is affiliated with, authorized, sponsored by, or endorsed by MCI; or
o Has a special relationship with MCI.
MCI CONFIDENTIAL
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MCI is aggressive about protecting its trademark, service mark and corporate
name. In the past, we have not hesitated to bring appropriate legal action to
protect our rights and we shall continue to be vigilant to ensure that these
guidelines are followed.
MCI CONFIDENTIAL
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29
ATTACHMENT 1
LETTER OF AGENCY
ATTENTION: Concerned Local Operating Companies, AT&T and other Common
Carriers and All Equipment Vendors
The undersigned appoints MCI Telecommunications Corporation or any of its
affiliated companies ("MCI") as agent for the purpose of ordering, in connection
with MCI's provision of service to the undersigned, changes in and/or
maintenance on specific telecommunications service that you provide to the
undersigned including, without limitation, removing, adding to or rearranging
such telecommunications service.
You are hereby released from any and all liability for making pertinent
information available to MCI and for following MCI's instructions with respect
to any changes to or maintenance on the undersigned's telecommunications
service. You may deal directly with MCI on all matters pertaining to
telecommunications service and should follow instructions with respect thereto.
This authorization will remain in effect until modified or rescinded in writing
by the undersigned.
Signed this 4 day of August, 1995.
BY:
/s/
--------------------------------
Authorized Customer Signature
President
--------------------------------
Title
Long Distance Direct, Inc.
Company Name
30
ATTACHMENT 2
MCI CARRIER OPERATOR SERVICES
Customer is interested in buying MCI Carrier Operator Services for resale and
MCI is interested in providing such services to Customer. In order to accomplish
those purposes the parties hereby agree as follows:
1. Operator Services.
(a) "Operator Service Calls" mean long distance calls dialed with the
0+, 01+ or 00- dialing pattern (and excluding calls dialed with the
950-XXXX and 800 dialing patterns).
(b) Customer shall not use any service mark or trademark of MCI or refer
to MCI in connection with any service provided hereunder without the
prior written approval of MCI.
(c) Call Originating Identification Information. MCI must receive
electronic call origination identification ANI information for each call
carried hereunder. If the Originating Site uses Feature Group D local
access service, the required call origination identification information
is automatically supplied by the local exchange company. If the
Originating Site uses a type of local access service other than Feature
Group D local access service, the Originating Site shall cause
electronic call origination identification information (in a form
acceptable to MCI) to be supplied to MCI at the initiation of each call.
(d) Emergency Calls.
(1) Each Originating Site shall configure its system so that 911
emergency calls, where available, and similar emergency calls,
will be automatically routed to the appropriate party or
clearing house without the intervention of MCI. Emergency calls
which do reach a MCI operator shall be handled in accordance
with MCI standard operating procedures.
(2) If Customer or MCI provides an emergency number database,
Customer agrees to indemnify and hold MCI harmless from any and
all claims, damages, fines, penalties and any other liabilities
(including attorney fees) arising out of the inaccuracy of any
information or the inadequacy of any procedure or personnel.
(e) Private Payphones.
(1) Private payphone lines must be classed as "07" COCOT.
(2) All payphones must have Billed Number Screening ("BNS"),
if available. If BNS is not available, the Customer will
be responsible for calls billed to any lines without BNS.
(3) Unless otherwise permitted by law, all 0- calls must be
passed to the Local Exchange Carrier ("LEC").
MCI CONFIDENTIAL
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(4) Payphones must not block 950-XXXX or ▇-▇▇▇-▇▇▇-▇▇▇▇ calls.
(5) All payphones must have "011" blocking at the central
office, if available. If international blocking is not
available, or if Customer chooses not to block "011"
calls, then Customer assumes responsibility for any
international fraud.
(6) For Premises Telephones located in condominiums, Customer
shall be liable for all charges attributable to the
failure of Customer to secure screening which prevents 1+
10XXX domestic and international dialing and which
indicates to operators that the telephone is restricted to
prohibit billing to the original ANI.
(7) Customer shall be responsible for any fraud resulting from
its purchase and use of MCI Carrier Operator Services.
(f) Compliance. Customer will comply with applicable federal, state
and local laws and regulations, including without
limitation,laws and regulations relating to operator service
during the term of this Agreement.
(g) Authority.
(1) Customer warrants that it is authorized to select the
operator services carrier for the telephones served by Customer
pursuant to this Agreement. Customer agrees that if any other
party makes any claims against ▇▇▇ for commissions from such
telephones, Customer will be responsible for any such claim.
Customer shall indemnify MCI and hold MCI harmless from any
loss, cost or expense resulting from such claim and will pay
MCI's reasonable attorney's fees resulting from any such claim.
(2) If Customer is an agent of the premises owner or telephone
owner for the Premises Telephones, Customer shall obtain the
written agreement of each premises owner and telephone owner for
each Premises Telephone authorizing Customer to select the
operator service carrier for the Premises Telephones and
Customer will submit a copy of such authorization to MCI upon
request. MCI may take steps to confirm compliance with this
provision, including, without limitation, contacting premises
owners and telephone owners whose telephones are submitted by
Customer.
(h) Liability.
Except in cases involving proved willful or wanton misconduct,
MCI's liability to Customer is limited to its obligation to
provide service as described herein. MCI SHALL NOT BE LIABLE FOR
ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE
LOSS OR DAMAGE OF ANY KIND, INCLUDING LOST PROFITS (WHETHER OR
NOT MCI WAS AWARE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE), BY
REASON OF ANY ACT OR OMISSION IN ITS PERFORMANCE UNDER THIS
AGREEMENT. Customer shall indemnify and hold MCI harmless
against any and all claims, losses, liabilities, damages, costs
or expenses arising out of or related to this Agreement and
shall pay MCI's reasonable attorney's fees resulting from any
such claim.
MCI CONFIDENTIAL
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2. Rates. The rates in the following schedule shall be charged on
Customer's usage of MCI Carrier Operator Services. The automated rate
will be charged from the time a call reaches a node until the call is
terminated. The live rate will be charged in addition to automated rates
for the portion of each call that is handled by a live operator.
Automated Live
Monthly Attempts Rate/Sec. Rate/Sec.
---------------- --------- ---------
0 - 50,000 $0.00059 $0.01291
50,001 - 100,000 $0.00058 $0.01272
100,001 - 200,000 $0.00056 $0.01253
200,001 - 500,000 $0.00054 $0.01234
500,001 - 1,000,000 $0.00053 $0.01215
1,000,001 - 1,500,000 $0.00051 $0.01196
1,500,000 + $0.00049 $0.01177
For calls terminated by MCI, Customer shall pay MCI an additional charge
for call termination rated at Customer's domestic interstate
non-dedicated outbound rate specified in Paragraph 4(a) of the Agreement
based on an eighteen (18) second minimum and rounded to six (6) second
increments.
3. Rate Quotes. If Customer has provided the appropriate rate information,
MCI will provide real-time rate quotes to callers. However, Customer
shall indemnify MCI and hold MCI harmless from any and all claims,
damages, fines, penalties or other liabilities (including attorney fees)
arising from the inaccuracy of any information or the inadequacy of any
procedures or personnel.
4. Customer Service. Customer agrees that all customer service calls (i.e.,
billing disputes, troubles, general inquiries) shall be routed to
Customer's customer service via a Customer-provided 800 number.
5. Language Assistance. Customer agrees that if, on a monthly basis, calls
utilizing MCI Carrier Operator Services language assistance exceed
thirty percent (30%), Customer shall pay two times the Tariff rate for
all calls exceeding thirty percent (30%).
6. Brand. Customer agrees that it will resell MCI Carrier Operator Services
in its own name only.
7. Service Delivery. Customer agrees that it will receive and deliver all
MCI Carrier Operator Services calls from/to one of the three (3) MCI
automated nodes via an MCI TDS-1.5 or TDS-45 circuit.
8. Billing. Customer agrees to be responsible for all end-user billing for
operator services and further agrees that if MCI provides rating and/or
recording services for billing, Customer shall indemnify and hold MCI
harmless from any and all claims, damages, fines, penalties or other
liabilities (including attorney fees) arising from the inaccuracy of any
information or the inadequacy of any procedures or personnel.
9. Forecasting. Customer agrees to provide a written monthly forecast for
automated and live MCI Carrier Operator Services to be received by MCI
no later than ten (10) days prior to the beginning of each month.
MCI CONFIDENTIAL
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10. Force Majeure. If because of force majeure, MCI is unable wholly or in
part to carry out any of its obligations under this Agreement, such
obligations shall be suspended for the duration of the event of force
majeure. During the continuance of such force majeure, MCI shall incur
no liability by reason of its failure to perform the obligation so
suspended, provided, however, that the disabling effect of such force
majeure shall be eliminated as soon as and to the extent reasonably
possible. The term "force majeure" as used herein shall include switch,
radio or cable failure, cable cut, acts of God, riots, insurrection,
war, labor dispute, fire, flood, explosion, orders or acts of military
or civil authority, and any other cause beyond MCI's reasonable control.
11. Complete Agreement. This is the entire agreement of the parties with
respect to its subject matter and supersedes all prior agreements and
understandings, whether written or oral, concerning the subject matter.
This Agreement cannot be amended, or assigned by Customer, except by a
written agreement signed by both parties.
MCI CONFIDENTIAL
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Exhibit 10.4
(supersedes contract
dated 8/95)
March 13, 1996
▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Long Distance Direct, Inc.
▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Dear ▇▇▇▇▇;
Enclosed, please find the long awaited contract. There are two copies. Please
review the contract carefully and direct any questions to me at ▇▇▇-▇▇▇-▇▇▇▇.
After signing the contract, please forward BOTH copies back to me at the
following address:
▇▇▇▇▇▇ ▇▇▇
MCI
▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇
MCI will forward back one of the original contracts back to you upon
co-signature by MCI.
Thank You,
Art Fox
35
Memorandum
[MCI LOGO]
Date To Dept./Loc.
March 29, 1996 Art Fox 2812/029
Subject From Dept./Loc.
Long Distance Direct ▇▇▇▇▇▇▇ ▇▇▇▇▇ 6330/500
/s/ ▇▇▇▇▇▇▇
▇▇▇ PRIVILEGED AND CONFIDENTIAL
DO NOT DISTRIBUTE
Attached is an original of the Long Distance Direct, Inc. Carrier Agreement.
Please deliver this original to the Customer, keep a copy for your files.
MS/ms
Attachment
cc: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇
Legal Department - Chicago (w/original)
36
CARRIER AGREEMENT
TERMS AND CONDITIONS
This Carrier Agreement (the "Agreement") is between MCI
TELECOMMUNICATIONS CORPORATION ("MCI") and LONG DISTANCE DIRECT, INC.
("Customer"), a resale common carrier subject to the Communications Act of 1934.
1. Scope of Agreement.
(a) MCI shall provide to Customer certain specified domestic interstate
service(s), international services, and intrastate common carriage
service(s). For domestic interstate and international services, this
Agreement incorporates by reference the terms of MCI Tariff FCC No. 1
("Tariff"), which is on file with the Federal Communications Commission
and which may be modified from time to time by MCI in accordance with
law and thereby affect the service(s) furnished Customer, except that
the following terms and conditions shall supplement or, to the extent
inconsistent, supersede Tariff terms and conditions and shall remain in
effect throughout the Service Term. For intrastate services, this
Agreement incorporates by reference each applicable state tariff filed
by MCI, which may be modified by MCI from time to time, and thereby
affect the service(s) furnished Customer. This Agreement is entered
pursuant to Section 211(a) of the Communications Act of 1934.
(b) Capitalized terms not otherwise defined in this Agreement shall have
the meanings assigned to them in the Tariff.
2. Monthly Commitment.
(a) During each of the first five (5) months of the Agreement Customer
shall have no minimum usage requirements.
(b) During the sixth (6th) through eighth (8th) monthly billing periods
under this Agreement, Customer's Monthly Usage shall equal or exceed Two
Hundred Fifty Thousand Dollars ($250,000).
(c) During the ninth (9th) through tenth (10th) monthly billing periods
under this Agreement, Customer's Monthly Usage shall equal or exceed
Five Hundred Thousand Dollars ($500,000).
(d) During the eleventh (11th) through twelfth (12th) monthly billing
periods under this Agreement, Customer's Monthly Usage shall equal or
exceed Seven Hundred Fifty Thousand Dollars ($750,000).
(e) During the thirteenth (13th) monthly billing period through the
remainder of the Service Term of this Agreement, Customer's Monthly
Usage shall equal or exceed One Million Dollars ($1,000,000).
MCI CONFIDENTIAL
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(f) For purposes of this Agreement Paragraphs 2(a), 2(b), 2(c) and 2(d)
combined shall comprise the "Ramp Period" (as more fully described in
Paragraph 14 below) . Additionally, each such dollar amount set forth in
the subparagraphs above shall be referred to as the "Monthly
Commitment".
(g) In the event Customer's Carrier Identification Code ("CIC") is not
80% percent loaded upon the completion of the fourth (4th) monthly
billing period of the Ramp Period, MCI and Customer shall promptly meet
to discuss the extension of the Ramp Period.
(h) Monthly Usage shall mean Customer's domestic interstate usage of:
MCI Carrier Network Service at the rates identified in Paragraph 4
below, MCI Carrier Operator Service, MCI Directory Assistance, MCI Debit
Card Units, MCI Card Service, networkMCI Conferencing, MCI PRISM I
Service and MCI 800 DAL Service after application of discounts earned
hereunder, but not including any applicable taxes (and gross receipts
taxes) and tax-related surcharges on MCI Services. Monthly Usage also
includes usage of: (i) International Service (including MCI Service
terminating in Canada and Mexico) at the rates set forth below but
before any of the discounts earned under this Agreement, and
International 800 DAL Service at standard tariffed rates less discounts
earned under this Agreement (hereinafter "International Services"), but
not including any applicable taxes (and gross receipts taxes) and
tax-related surcharges on MCI International Services; and (ii)
intrastate MCI Services at standard tariffed rates after application of
any applicable tariffed discounts (hereinafter "Intrastate Services")
but not including any applicable taxes (and gross receipts taxes) and
tax-related surcharges on MCI Intrastate Services.
(i) During and after the Ramp Period, if Customer's Monthly Usage is
less than the applicable Monthly Commitment identified above, for that
month Customer will pay the Customer's actual combined monthly recurring
and usage charges for MCI services at standard MCI tariffed rates less
applicable tariffed discounts, and an underutilization charge (which
Customer agrees is reasonable) equal to fifteen percent (15%) of the
difference between the Monthly Commitment and Customer's Monthly Usage
capped at the Monthly Commitment.
(j) During any three (3) monthly billing periods of the Service Term
("Quarter") in which Customer's total aggregate Monthly Usage equals or
exceeds an amount equal to three (3) times the applicable Monthly
Commitment or Customer's aggregate Monthly Usage of CNS Outbound
International Service equals or exceeds an amount equal to three (3)
times the CNS International Subcommitment, Customer shall receive a
credit in an amount equal to any underutilization charges paid by
Customer during such Quarter for the Monthly Commitment or CNS
International Subcommitment, whichever is applicable. The credit shall
be applied to Customer's domestic interstate
MCI CONFIDENTIAL
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invoiced usage charges (excluding taxes, surcharges and pass-through
access/egress (or related) charges) appearing on Customer's monthly
invoice following such Quarter.
(k) (i) During each monthly billing period of the twelve (12) month Ramp
Period in which Customer's Monthly Usage exceeds the Monthly Commitment,
for such month, Customer shall receive a credit equal to the amount by
which Customer's Monthly Usage exceeds the Monthly Commitment. However,
in no event, shall the aggregate value of such credit(s) during the
twelve (12) month Ramp Period exceed One Million Dollars ($1,000,000).
(ii) If at the conclusion of the twelve (12) month Ramp Period,
Customer's aggregate credit amount equals or exceeds Seven Hundred Fifty
Thousand Dollars ($750,000), Customer shall be eligible to receive the
credit(s) for two (2) additional monthly billing periods. However, in no
event shall the aggregate value of the credits received during such two
(2) additional monthly billing periods exceed the difference between the
aggregate value of the credit at the conclusion of month twelve (12) of
the Ramp Period and One Million Dollars ($1,000,000).
(iii) The credits set forth in Paragraphs 2(k)(i) and 2(k) (ii) above
shall be applied to Customer's Monthly Usage charges (exclusive of
applicable taxes, surcharges, and pass-through access/egress(or related)
charges) for MCI Services hereunder.
3. Carrier Network Service
(a) In order to be eligible to purchase MCI Carrier Network
Service:
1) Except in areas where service origination is not
available from access providers via a Carrier Identification
Code ("CIC"), Customer must originate all traffic via Customer's
own CIC. Customer shall pay all charges associated with the
installation of Customer's CIC in all Local Exchange Carrier
("LEC") end offices.
2) Customer shall comply with Section 64.1100 of the FCC's
Rules and Regulations, as well as other applicable law or
regulation pertaining to the sale and delivery of
telecommunications service(s) to Customer's customers. MCI shall
not be liable to Customer's customers for any claim, liability
or expense asserted by those customers in connection with
Customer's sale or delivery of such service(s), including the
unauthorized conversion of a customer's Primary Interexchange
Carrier ("PIC") designation to Customer's CIC. In the event
Customer violates any FCC or other applicable law or regulation
pertaining to the sale or delivery of Customer's service(s) and
a final order is entered by the appropriate governmental body,
MCI may terminate this Agreement on not less than five (5) days
written notice.
MCI CONFIDENTIAL
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In addition, Customer shall take or pay the amount billed plus the
difference between the amount billed in any month and the Monthly
Commitment. Customer shall indemnify and hold MCI harmless from any
actions, claims, suits or damages arising out of Customer's violation or
alleged violation of any FCC or other applicable law or state
regulation, and Customer shall pay all attorney fees and costs incurred
by MCI in connection with such actions, claims, suits or damages.
3) Customer agrees that it will obtain and maintain any and all
approvals to resell MCI Carrier Network Service hereunder from the FCC,
including requirements imposed by Section 214 of the Communications Act
of 1934, as amended, and state regulatory bodies.
4) Customer agrees to sell and ▇▇▇▇ ▇▇▇ Carrier Network Service
under its own name, identity or mark, and ▇▇▇▇▇▇▇▇ further agrees not to
reference MCI's name or marks in any context involving its furnishing of
service(s) to the public except as provided herein. Customer agrees to
abide by the "Use of Name Guidelines" contained in Exhibit D hereto. In
reselling MCI Services under this Agreement, Customer will observe the
highest standard of integrity and fair dealing with members of the
public. Customer will do nothing to discredit, dishonor, reflect
adversely upon or, in any manner, injure the reputation of MCI.
Furthermore, Customer agrees to indemnify MCI for any actions, claims,
suits or damages arising out of any allegation that if proved would
cause Customer to be in breach of this provision and Customer shall also
pay all attorney's fees and costs incurred by MCI due to any actions,
claims, suits or damages arising out of such allegation.
5) Except as set forth in Paragraph 11 herein, Customer shall
have sole responsibility for interacting with its customers in all
matters pertaining to service, including the placing and handling of
service orders, service installation, operation and termination, dispute
handling and resolution, and billing and collection matters. MCI shall
incur no obligation, nor shall it be deemed to have any obligation, to
interact with Customer's customers for any reason or purpose. Customer
shall cooperate with MCI as necessary to address and resolve
service-related issues and problems and shall impose upon its customers
an obligation to cooperate, with Customer in addressing and resolving
service-related issues and problems.
MCI CONFIDENTIAL
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(b) Without limitation, if Customer fails to abide by the requirements in
Paragraph 3(a) above, such failure shall be regarded as a material
breach of this Agreement and MCI may terminate this Agreement on five
(5) business days written notice.
(c) Customer agrees that MCI may use the National Leads Information System
("NLIS") or an appropriate internal MCI system to determine Working
Telephone Number ("WTN") historical data regarding MCI and non-MCI PICs
and Customer understands that such systems are not error free. MCI will
not be liable to Customer for errors made in determining WTN in reliance
on information contained in NLIS or internal MCI systems.
(d) Customer understands and accepts that, as part of MCI's normal business
policy and practices and its obligations under law, MCI will engaqe in
extensive marketing efforts in attempt to sell its services to the
public and that such efforts will result in active competition with
Customer for the business of users who are Customer's customers or
prospects. Accordingly, Customer further understands and accepts that
such competition by ▇▇▇ is in all respects fair and proper and that
Customer shall not complain, nor be heard to complain, of business lost
to MCI. Under no circumstance shall any inference be derived that MCI's
entry into this Agreement with Customer means that MCI will restrict its
efforts to compete against Customer in any way.
(e) Customer understands and accepts that no fiduciary relationship arises
by virtue of this Agreement and that, accordingly, MCI incurs none of
the obligations that arise in such relationship as an incident of its
fulfilling its obligations under this Agreement. Further, Customer
understands and accepts that MCI is not an insurer of profits for
Customer, nor does MCI guarantee the success of Customer's business as a
result of Customer's receipt of service(s) under this Agreement.
(f) Customer agrees that if its end-user makes a call using 1OXXX access
(utilizing Customer's CIC), from an ANI which Customer did not provide
to MCI to enter into MCI's Billing and Order Entry systems, MCI will
bill the call through the LEC at MCI tariffed rates, and MCI's name will
appear as the service provider on the LEC invoice. Furthermore, Customer
agrees its sales and marketing channels will only market 1OXXX access as
a dialing option from ANIs that the end-user had PIC'd to the Customer's
CIC, in areas where the Customer's CIC is pointed to MCI for
termination.
MCI CONFIDENTIAL
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4. Carrier Network Service Rates.
(a) INTERSTATE RATES. For Carrier Network Service, except
for international service for which Customer shall pay
the rates contained herein or tariff rates if rates are
not contained herein, subject to the discounts contained
in Paragraphs 4(1) and (m), during the Ramp Period and
for as long as Customer achieves the Monthly Commitment,
Customer will pay in addition to all installation
charges, access and access-related charges, applicable
surcharges, taxes and tax-related charges, the following
non-distance sensitive "postalized" rate per minute as
determined by Customer's overall monthly usage:
Domestic Non-Dedicated
Interstate Outbound
Monthly Usage Day Rate Non-Day Rate
------------- -------- ------------
$ 0 - $999,999 Tariff Tariff
$1,000,000 - 1,499,999 $0.1188 $0.1093
$1,500,000 + $0.1175 $0.1075
Domestic Non-Dedicated
Interstate 800
Monthly Usage Day Rate Non-Day Rate
------------- -------- ------------
$ 0 - $999,999 Tariff Tariff
$1,000,000 - 1,499,999 $0.1275 $0.1162
$1,500,000 + $0.1262 $0.1143
Domestic Dedicated Interstate
Outbound
Monthly Usage Rate
------------- --------
$ 0 - $999,999 Tariff
$1,000,000 - 1,499,999 $0.0900
$1,500,000 + $0.0890
Domestic Dedicated Interstate
Inbound
Monthly Usage Rate
------------- --------
$ 0 - $999,999 Tariff
$1,000,000 - 1,499,999 $0.1061
$1,500,000 + $0.1052
"Standard MCI tariffed rates" for Carrier Network Services shall be deemed to be
tariffed Option G and Option F rates.
Customer is not eligible for any other tariffed discounts on such services.
MCI CONFIDENTIAL
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(b) INTERSTATE OUTBOUND - EXTENDED CALL COVERAGE FOR ALASKA, PUERTO RICO,
THE U.S. VIRGIN ISLANDS AND HAWAII. Customer will pay interstate rates
at the switched to switched or dedicated to switched base rates Option
G, Section C.3.0932 of the Tariff with associated maximizer discounts in
Paragraphs 4(1) and (m). Customer is not eligible for any tariffed
discounts on such service.
(c) INTERSTATE 800 - EXTENDED CALL COVERAGE FOR ALASKA, PUERTO RICO, THE
U.S. VIRGIN ISLANDS AND HAWAII. Customer will pay interstate rates at
the 800 Business Line Termination or Dedicated Termination Rates Option
F, Section C.3.08213 of the Tariff with associated maximizer discounts
in Paragraphs 4(1) and (m). Customer is not eligible for any tariffed
discounts on such service.
(d) INTRASTATE RATES (OUTBOUND). Customer shall pay for outbound intrastate
service tariffed rates for switched to switched or dedicated to switched
base rates in each applicable MCI state tariff. The discounts contained
in Paragraphs 4(1) and (m) will be supplemented by MCI with an
additional discount of fifteen percent (15%). The discounts will be
calculated on all intrastate outbound usage less taxes and tax-related
surcharges. The resulting amounts will be applied to Customer's
interstate usage only. Customer is not eligible for any other tariffed
discounts on such service. Credits may not exceed Customer's interstate
usage and may not be carried forward .
(e) INTRASTATE 800. For inbound intrastate service (800) Customer will pay
the 800 Business Line Termination or Dedicated Termination Base Rates in
each applicable MCI state tariff. MCI shall apply the maximizer
discounts in Paragraphs 4(1) and (m) and an additional discount of
fifteen percent (15%). The discounts will be calculated on all
intrastate 800 usage less taxes and tax-related surcharges. The
resulting amounts will be applied to Customer's interstate usage only.
Customer is not eligible for any other standard tariffed discounts on
such service. Credits may not exceed Customer's interstate usage and may
not be carried forward.
(f) CARRIER NETWORK SERVICE OUTBOUND INTERNATIONAL SUBCOMMITMENT.
1) During each monthly billing period of the Service Term,
Customer's usage of all MCI Carrier Network Services Outbound
International service (net of taxes and tax-related surcharges)
(excluding MCI service terminating in Canada and Mexico) shall equal or
exceed One Hundred Thousand Dollars ($100,000) ("CNS International
Subcommitment"). This CNS International Subcommitment shall be measured
at the rates set forth in Paragraphs (j) and (k). If Customer fails to
equal or exceed such subcommitment, Customer will pay Customer's
MCI CONFIDENTIAL
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actual combined monthly recurring and usage charges for MCI Carrier
Network Services Outbound International services (excluding MCI service
terminating in Canada and Mexico) at standard MCI Tariff rates less
applicable Tariff discounts, and an underutilization charge equal to
fifteen percent (15%) of the difference between the CNS International
Subcommitment and Customer's Carrier Network Services Outbound
International usage (excluding MCI service terminating in Canada and
Mexico) billed at Tariff rates less applicable Tariff discounts.
(g) INTERNATIONAL OUTBOUND TERMINATING IN MEXICO. For international outbound
service terminating in Mexico, Customer shall pay a postalized rate per
minute of $0.100 for the U.S. portion and international rates at the
Tariff Base Rates Option G, less a thirteen percent (13%) discount.
Customer shall not receive any maximizer discount for this service.
Customer is not eligible for any tariff discounts.
(h) INTERNATIONAL OUTBOUND TERMINATING IN CANADA. For international outbound
service terminating in Canada, Customer shall pay a postalized rate per
minute of $0.2000.
(i) INTERNATIONAL 800. For inbound international service (800), Customer
will pay international 800 rates at the Tariffed 800 Base Rates Option
F, Section C.3.07314 with associated maximizer discounts in Paragraphs
4(1) and (m). Customer is not eligible for any tariffed discounts on
such service.
(j) INTERNATIONAL DEDICATED OUTBOUND SERVICE. For international dedicated
outbound service, Customer shall receive the rates in Exhibit A less
$.0300 per minute on each country rate. Where country rates are not
contained in Exhibit A, Customer will pay international rates at the
Tariffed Base Rates Option C.3.073 with associated maximizer discounts
in Paragraph 4(m). Customer is not eligible for any tariffed discounts
on such service except as provided herein.
(k) INTERNATIONAL NON-DEDICATED CARRIER NETWORK SERVICE. Customer shall
receive the rates set forth in Exhibit A for all usage of Non-Dedicated
International Carrier Network Service. Where country rates are not
contained in Exhibit A, Customer will pay Tariff rates less Tariff
discounts. All of the rates contained in this Paragraph 4(k) shall
receive the associated maximizer discounts in Paragraph 4(1). Customer
is not eligible for any other standard tariffed discounts on such
service except as provided herein.
(1) NON-DEDICATED MARKETING MAXIMIZER DISCOUNTS. Customer will receive an
additional discount on all usage of non-dedicated MCI Carrier Network
Service less taxes and tax-related surcharges based on the number of
non-MCI ANIs or WTNs (ANIs
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or WTNS that have not been PICed to MCI for at least the previous ninety (90)
days) that Customer converts to MCI. Each month MCI will calculate the overall
cumulative total of non-MCI ANIs or WTNs converted to MCI and then apply a
discount to Customer's usage as follows:
Percentage of MCI Percentage of Non-Dedicated
Customer Numbers Sold Usage Eligible for 20%
by Customer Maximizer Discount
----------- ------------------
20% or less 100%
21% - 25% 95%
26% - 30% 90%
31% - 40% 80%
41% - 50% 70%
51% - 60% 60%
(m) DEDICATED MARKETING MAXIMIZER DISCOUNTS. Customer will receive an
additional discount on all usage of dedicated MCI Carrier Network
Service less taxes and tax-related surcharges based on the number of
non-MCI DALs that Customer converts to MCI. Each month MCI will
calculate the overall cumulative total of non-MCI DALs converted to MCI
and then apply a discount to Customer's usage as follows:
Percentage of MCI Percentage of Dedicated Usage
Customer DALs Sold Eligible for 20%
by Customer Maximizer Discount
----------- ------------------
20% or less 100%
21% - 25% 95%
26% - 30% 90%
31% - 40% 80%
41% - 50% 70%
51% - 60% 60%
(n) If Customer's dedicated Carrier Network Services usage exceeds twenty
percent (20%) of Customer's total Carrier Network Services usage, then
the dedicated Carrier Network Services usage in excess of such twenty
percent (20%) shall not receive the Maximizer Discount provided pursuant
to Paragraph 4(m).
(o) During the Ramp Period of the Agreement, MCI will not measure converted
MCI ANIs, WTNS or DALs for the purpose of applying the Maximizer
Discount. All ANI's, WTNs and DALs will receive the twenty percent (20%)
Maximizer Discount. In the month following the end of the Ramp Period,
MCI will begin to measure and apply the above formula based on a monthly
average of ANI's, WTN's or DAL's to be installed to date.
MCI CONFIDENTIAL
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(p) INTERNATIONAL OPTIMIZER.
1) In addition to the other rates and discounts for MCI CNS
International Service (excluding CNS International Service terminating
in Canada and Mexico) contained herein, and in each month in which
Customer equals or exceeds the International Subcommitment, Customer
shall receive an additional three percent (3%) monthly discount on
Customer's net monthly usage charges for MCI CNS International Service
terminating in the five (5) countries (excluding Canada or Mexico) with
the largest amount of MCI CNS International Service usage; provided,
however, in no event shall the amount of Customer's total MCI CNS
International Service usage receiving such three percent (3%) discount
exceed thirty percent (30%) of Customer's total MCI CNS International
Service usage (excluding usage to Canada and Mexico) for that month.
(q) DIRECTORY ASSISTANCE. For switched to switched and dedicated to switched
directory assistance, Customer shall pay $0.38. In each month in which
Customer's total number of directory assistance calls exceed twenty five
thousand (25,000), the above postalized rate for directory assistance
shall be reduced by $0.0100.
(r) HIGH TELCO COSTS. On a monthly basis, for CNS, MCI shall determine
Customer's minutes of use originating from or terminating to the
specific local exchange carriers identified in Schedule B below for the
following traffic types ("LEC Minutes"):
- CNS international, interstate, intrastate and intralata
outbound switched to switched and switched to dedicated;
and
- CNS interstate, intrastate and intralata inbound switched
to switched.
For the same CNS traffic types above, MCI shall determine the total CNS
minutes of use originating from or terminating to the United States,
Puerto Rico and the U.S. Virgin Islands regardless of the originating
and terminating local exchange carrier. These minutes of use shall be
referred to as "Total Minutes."
If LEC Minutes exceed twenty percent (20%) of Total Minutes ("20% Cap")
in any month, Customer shall pay the following per minute surcharge in
Schedule A in such month for each LEC Minute that exceeds the 20% Cap
based on the local exchange carrier territory in Schedule B in which the
call originates and/or terminates. The per minute surcharges listed in
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Schedule A shall apply to each switched end of the call originating or
terminating in the LECS listed in Schedule B. For example, for a CNS
outbound interstate switched to switched minute originating in a Kansas
area served by Pioneer and terminating in a Wisconsin area served by
Urbane Tel, Customer shall pay a per minute surcharge of $O.063 ($O.030
plus $0.033).
The per minute surcharge shall be calculated by multiplying the
applicable per minute surcharge in Schedule A by the percentage
exceeding the 20% Cap times the minutes of the phone call. For example,
assuming Customer has 1,000 Total Minutes with 300 LEC Minutes (this
equals 30% LEC Minutes with 10% or one- third (1/3) of the LEC Minutes
exceeding the 20% Cap), the per minute surcharge for a 10 minute CNS
switched to switched call originating in the Southwestern Bell Telco
Region and terminating in the Ameritech Telco Region would be calculated
as follows:
($0.030 + $0.033) x 1/3 x 10 minutes = $0.2098 surcharge for
this call.
SCHEDULE A
PER MINUTE SURCHARGE
Telco Region Originating Terminating
------------ ----------- -----------
Southwestern Bell $0.030 $0.033
Bell South $0.030 $0.033
Pac Bell $0.030 $0.035
US West $0.030 $0.035
Ameritech $0.030 $0.033
NYNEX $0.020 $0.020
Bell Atlantic $0.005 $0.005
SCHEDULE B
TELCO REGIONS
Southwestern Bell
-----------------
State Company
----- -------
Arkansas Century
Arkansas Mountain Home
Kansas Pioneer
Missouri Fidelity
Missouri Lissouri Tel
Oklahoma Pioneer
Texas Sugarland
Texas San Marcos
Texas Eastex
Texas Etex
Texas Fort Bend
Texas ▇▇▇▇▇▇▇▇▇
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Texas Hill Country
Texas Kerrville
Texas Lufkin Conroe
Bell South
----------
State Company
----- -------
Alabama Gulf
Alabama Monroeville
Alabama Peoples
Alabama Southland
Alabama GTE South
Mississippi Home
N. Carolina Citizen
N. Carolina Concord
N. Carolina GTE South
N. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
N. Carolina Lexington
N. Carolina North State
N. Carolina Skyline
N. Carolina Star Tel
N. Carolina Surry
N. Carolina AllTel of KY
Florida St.▇▇▇▇▇▇ Tel
Florida Centel of FL
Florida United of FL
Florida GTE South
Georgia Coastal Utilities
Georgia Standard
Georgia AllTel of GA
Kentucky AllTel of KY
Kentucky Bandenburg
Kentucky Foothills Rural
Kentucky Mountain Rural
Kentucky South Central Rural
Kentucky West KY Rural
Kentucky GTE South
Louisiana Central LA
Louisiana Coastal Tel. & Elec.
Louisiana East Ascension
Louisiana Lafourche
Louisiana ▇▇▇▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Tel
S. Carolina Farmers tel
S. Carolina Fort Mill
S. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Tel
S. Carolina Home
S. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Tel
S. Carolina Rock Hill
S. Carolina GTE South
Tennessee Ben Lomand Rural
Tennessee Concord Tel
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Tennessee Dekalb
Tennessee Millington
Tennessee N. Central Rural
Tennessee Twin Lakes Tel
PacBell
-------
State Company
----- -------
California Citizens Telecom
California Sierra Tel
California Roseville Tel
Nevada Mid America
Nevada Great Plains Tel
US West
-------
State Company
----- -------
Iowa Northwest Iowa
Iowa Jefferson Tel
Iowa Iowa Network
Iowa South Slope Tel
Minnesota Minn. Equal Access
Minnesota Mankato Citizens Tel
Minnesota East Otter Tail
South Dakota Brookings Municipal
Washington Pacific Telecom
Washington Ellensburg Tel
Ameritech
-------
State Company
----- -------
Illinois Harrisonville
Illinois Illinois Consolidated
Illinois Mt. Pulaski
Indiana NW Indiana Tel
Michigan CC&S Telephone
Michigan Century of Michigan
Michigan Climax Tel
Ohio Champaign Tel
Ohio Chilicothe
Wisconsin Century of Wisconsin
Wisconsin Mid-Plaines Tel
Wisconsin Monroe County
Wisconsin Northwest Tel
Wisconsin Solon Springs
Wisconsin Urban Tel
Wisconsin Wood County Tel
NYNEX
-------
State Company
----- -------
Maine Island Tel
Maine Hampden Tel
Maine Hartland
Maine St. Albany's Tel
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Maine Somerset Tel
Maine ▇▇▇▇▇▇ Tel
Maine West Penobscot
New Hampshire Chichester Tel
New Hampshire Keasarge Tel
New Hampshire Meriden Tel
Vermont Ludow Tel
Vermont Northfield Tel
Vermont Perkinsville Tel
New York Ausable Valley Tel
New York ▇▇▇▇▇▇▇ Tel
New York Citizens
New York Highland Tel, NY
New York Oriskany Falls Tel
New York Port ▇▇▇▇▇ Tel
New York Rochester Tel
New York Seneca-▇▇▇▇▇▇ Tel, NY
New York Sylvan Lake NY
Bell Atlantic
State Company
----------------- ----------------------
New Jersey United Tel
Pennsylvania Breezewood Tel
Pennsylvania Brookville Tel
Pennsylvania Canton Telephone
Pennsylvania Enterprise Tel
Pennsylvania GTE of PA
Pennsylvania Contel of PA
Pennsylvania Alltel Penna Inc
Pennsylvania Lakewood Rural
Pennsylvania Murrysville Tel
Pennsylvania Oswayo River Tel
Pennsylvania Quaker State Tel
Pennsylvania Sugar Valley Tel
Pennsylvania United Tel of PA
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Tel Corp
Virginia Contel VA
Virginia Va Hot Springs
Virginia Central Tel of VA
West Virginia Mountain State Tel
West Virginia Inter Mountain Telco WV
Virginia GTE South
(s) RELI. Customer shall receive the rates, terms and
conditions for MCI's RELI Service as set forth in Exhibit
E.
5. ANI Management Responsibilities. On or before the thirtieth (30th) day
after the close of the billing cycle, MCI will provide Customer with a
list of ANIs, including traffic minutes and number of calls associated
with ANIs associated
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with Customer's Carrier Network Services Account ("MCI Active ANI
List"). Within thirty (30) days after Customer's receipt of the MCI
Active ANI List, Customer shall provide to MCI, in writing, with a
report of all ANIs in the billing cycle covered by the MCI Active ANI
List that were either: (1) ordered by Customer to be added by MCI to the
Customer's account, but which were not added to Customer's Network
Account; or (2) on the MCI Active ANI list but which Customer had
requested be deleted. For any ANI not timely included by Customer in the
Customer ANI Report: (1) Customer shall be liable to MCI for charges
associated with said ANI; and (2) MCI shall not be liable to Customer
for any costs, claims or damages resulting from failure to implement
Customer's directions with respect to said ANI.
6. Detention Facilities. Customer may not use MCI Carrier Network Services
in conjunction with the provision of communications services to any
detention facility, including, but not limited to, any local, state or
federal prison.
7. Additional Rates.
Customer shall receive the following rates during the Service Term for
MCI Services which terminate at a switch owned and operated by Customer.
During the Ramp Period, Customer shall receive the rates set forth below
and where Monthly Usage levels are provided, Customer shall receive the
rates at the Monthly Usage level of One Million Dollars ($1,000,000) to
One Million Four Hundred Ninety Nine Thousand Nine Hundred Ninety Nine
Dollars ($1,499,999) unless Customer's usage falls into a higher Monthly
Usage level, in which case Customer shall receive the rates for that
level. For MCI Services that require a subcommitment, Customer shall
receive the rates and discounts associated with Customer's subcommitment
level during the Ramp Period. Customer shall pay standard tariff rates
less applicable tariff discounts for all Intrastate Services.
Rates set forth in this Paragraph 7 do not include charges for
installation, taxes, tax-related surcharges, any other applicable
surcharges, charges for access and access-related charges (including,
without limitation, access charges in the Tariff, which are additional)
except as otherwise provided. Rates are in lieu of any discounts,
promotions, surcharges, and credits otherwise applicable pursuant to the
Tariff.
As a promotional offering to Customer for executing this Agreement on or
before the final date this offer is capable of acceptance, as specified
in Paragraph 27 of the Agreement, Customer shall pay MCI a monthly
recurring Central Office Connection charge of One Hundred Dollars ($100)
per circuit
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and a monthly recurring Access Coordination charge of Fifty Dollars
($50) per circuit for MCI T-1 digital gateway access circuits installed
prior to the Effective Date of this Agreement and currently utilized by
Customer, and for MCI T-1 digital gateway access circuits installed
pursuant to this Agreement. Such charges shall be in effect for the term
of this Agreement, after which Customer shall pay standard tariffed
rates for such circuits.
(a) Domestic Interstate MCI PRISM I Service.
1) Except as provided in Paragraph 7(a)2), for domestic
interstate switched outbound service originating via dedicated access
from a Customer-owned location(s) to an MCI point of presence, except
for service terminating to Alaska, Hawaii, Puerto Rico, and the U.S.
Virgin Islands for which Customer shall pay Tariff rates less applicable
Tariff discounts, Customer will pay the following applicable
non-distance sensitive ("postalized") rate per minute as determined by
Customer's Monthly Usage:
Rate
Monthly Usage Per Minute
------------- ----------
$0 to $999,999 Tariff
$1,000,000 to $1,499,999 $0.0560
$1,500,000 and above $0.0555
2) Customer shall pay the postalized rate per minute as
determined by Customer's Monthly Usage as set forth below for domestic
interstate MCI PRISM I Service terminating in the following Number Plan
Area Codes ("NPAs"):
NPA STATE MAJOR CITY
--- ----- ----------
714 California Irvine
909 California Los Angeles
310 California Los Angeles
213 California Los Angeles
510 California Oakland
916 California Sacramento
619 California San Diego
415 California San Francisco
408 California San ▇▇▇▇
818 California ▇▇▇▇▇▇▇ Oaks
202 District of Columbia
302 Delaware Dover
410 Maryland Baltimore
301 Maryland Rockville
201 New Jersey Newark
215 Pennsylvania Philadelphia
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610 Pennsylvania Philadelphia
412 Pennsylvania Pittsburgh
703 Virginia Arlington
504 Virginia Arlington
804 Virginia Richmond
304 West Virginia Charleston
216 Ohio Cleveland
614 Ohio Columbus
513 Ohio Cincinnati
419 Ohio Toledo
313 Michigan Detroit
810 Michigan Detroit
517 Michigan Lansing
616 Michigan Grand Rapids
312 Illinois Chicago
708 Illinois Chicago
630 Illinois Chicago
309 Illinois Peoria
414 Wisconsin Milwaukee
608 Wisconsin Madison
812 Indiana Evansville
219 Indiana South Bend
317 Indiana Indianapolis
Postalized Rates
----------------
Monthly Usage Rate Per Minute
------------- ---------------
$0 to $999,999 Tariff
$1,000,000 to $1,499,999 $0.0520
$1,500,000 and above $0.0515
(b) Domestic Interstate MCI 800 DAL Service.
1) Except as provided in Paragraph 7(b)2) below, for domestic
interstate inbound services terminating via dedicated access from an MCI
point of presence to Customer-owned location(s), except for service
originating from Alaska, Hawaii, Puerto Rico, and the U.S. Virgin
Islands for which Customer shall pay Tariff rates less applicable Tariff
discounts, Customer will pay the following applicable postalized rate
per minute as determined by Customer's Monthly Usage:
Rate
Monthly Usage Per Minute
------------- ----------
$0 to $999,999 Tariff
$1,000,000 to $1,499,999 $0.0716
$1,500,000 and above $0.0710
MCI CONFIDENTIAL
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2) Customer shall pay the postalized rate per minute as
determined by Customer's Monthly Usage as set forth below for domestic
interstate MCI 800 DAL Service originating in the following NPAs:
NPA STATE MAJOR CITY
--- ----- ----------
714 California Irvine
909 California Los Angeles
310 California Los Angeles
213 California Los Angeles
510 California Oakland
916 California Sacramento
619 California San Diego
415 California San Francisco
408 California San ▇▇▇▇
818 California ▇▇▇▇▇▇▇ Oaks
202 District of Columbia
302 Delaware Dover
410 Maryland Baltimore
301 Maryland Rockville
201 New Jersey Newark
215 Pennsylvania Philadelphia
610 Pennsylvania Philadelphia
412 Pennsylvania Pittsburgh
703 Virginia Arlington
540 Virginia Arlington
804 Virginia Richmond
304 West Virginia Charleston
216 Ohio Cleveland
614 Ohio Columbus
513 Ohio Cincinnati
419 Ohio Toledo
313 Michigan Detroit
810 Michigan Detroit
312 Illinois Chicago
708 Illinois Chicago
630 Illinois Chicago
414 Wisconsin Milwaukee
317 Indiana Indianapolis
205 Alabama Montgomery
334 Alabama Montgomery
305 Florida Miami
954 Florida Miami
813 Florida Tampa
941 Florida Tampa
904 Florida Jacksonville
404 Georgia Atlanta
770 Georgia Atlanta
502 Kentucky Louisville
504 Louisiana New Orleans
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601 Mississippi ▇▇▇▇▇▇▇
919 North Carolina Raleigh
910 North Carolina Raleigh
704 North Carolina Charlotte
803 South Carolina Columbia
615 Tennessee Nashville
Postalized Rates
----------------
Monthly Usage Rate Per Minute
------------- ---------------
$0 to $999,999 Tariff
$1,000,000 to $1,499,999 $0.0685
$1,500,000 and above $0.0680
3) The above rates for MCI 800 DAL Service do not include any
feature charges described in the Tariff, including, but not limited to,
any 800 Service Management System ("SMS") charges or RESP ORG charges,
which may be additional. Except as provided below, Customer shall pay
Tariff rates for feature charges associated with MCI 800 DAL Service.
For the features identified below, Customer shall pay Tariff rates
except that for each Corporate I.D., Customer shall pay a maximum of:
$300 per month, per Corporate I.D. for monthly charges
$100 per month, per Corporate I.D. for installation charges
$300 per month, per Corporate I.D. for change order charges
Feature
-------
Point of Call Routing Most Available Agent Routing
Day of Week Routing MCI Rules Based Routing
Time Interval Routing Tailored Call Coverage
Holiday Routing MCI Profile Routing
MCI Quota Routing DNIS
Percentage Allocation Routing Id Codes (per 100)
Sequential Allocation Routing
(c) Domestic Debit Card Units
1) Customer shall utilize MCI for the debit card platform and
transport of Customer's domestic interstate termination of debit
card traffic. Debit card units shall be as defined in the Tariff
(hereinafter "Debit Card Units") . The rates below shall include
access to the MCI debit card platform, transport, order entry
and debit card activation. Customer shall pay the following rate
per Debit Card Unit, as determined by the number of Debit Card
Units purchased by Customer in each individual purchase, and not
determined by the aggregate number of
MCI CONFIDENTIAL
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Debit Card Units purchased throughout the Service Term.
Total Units Total Monthly Commitment
Per Order $100,000+
--------- ---------
50,000 - 300,000 $0.170
Above 300,000 - 600,000 $0.160
Above 600,000 - 900,000 $0.150
Above 900,000 - 2,000,000 $0.140
Above 2,000,000 - 5,000,000 $0.130
Customer shall order a minimum of Fifty Thousand (50,000) Units per
order.
2) Customer's Debit Card Units will only be reduced by the Debit Card
Units utilized by completed calls (calls that are answered at the
ultimate destination).
3) In addition to the above rates, Customer shall pay an additional Six
Hundred Dollar ($600.00) charge for each customized script identifying
Customer to its end user.
4) Customer shall be solely responsible for all card fulfillment,
customer service and any operator services except as provided in
Paragraph 7(c)7) below.
5) Customer shall not include MCI's name or logo on any Customer debit
card.
6) The rates and credits set forth above shall apply only to Carrier
Domestic Debit Card Orders.
7) If Customer chooses Operator Services for its end users, Customer
will be charged an additional $0.01 per unit for each debit card order.
(d) networkMCI Conferencing.
1) For domestic interstate Dial-Out and 800 Meet Me networkMCI
Conferencing Service, Customer shall pay the following non-distance
sensitive ("postalized") rates per minute for each bridge port
(inclusive of tariff set-up fees) used during all conference calling and
calculated on monthly usage:
MCI CONFIDENTIAL
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Monthly Per Minute
Forum Usage Rate Per Bridge Port
----------- --------------------
$ 0 - $10,000 $0.2800
$10,000 - $20,000 $0.2750
$20,000 - $30,000 $0.2700
$30,000 - $40,000 $0.2650
$40,000 - $50,000 $0.2600
$50,000+ $0.2550
2) For domestic interstate unattended networkMCI Conferencing
Service, Customer shall pay the following postalized rates per minute
for each bridge port (inclusive of tariff set-up fees) used during all
conference calling and calculated on monthly usage:
Monthly Per Minute
networkMCI Usage Rate Per Bridge Port
---------------- --------------------
$ 0 - $10,000 $0.2200
$10,000 - $20,000 $0.2162
$20,000 - $30,000 $0.2125
$30,000 - $40,000 $0.2087
$40,000 - $50,000 $0.2050
$50,000+ $0.2012
3) For domestic interstate Local Meet Me networkMCI
Conferencing Service, Customer shall pay a per minute rate of $0.19 for
each bridge port (inclusive of tariff set-up fees) used during all
conference calling.
4) In order to receive the rates set forth in subsections
7(d)(1), 7(d)(2) and 7(d)(3) above, Customer must fulfill the following
criteria throughout the term:
(a) Customer shall provide an 800 line exclusively used for
customer service purposes; and
(b) Customer shall provide an 800 line to the MCI Conference
Center exclusively used for reservations; and
(c) Customer shall provide its own customer service personnel
and access.
5) MCI shall provide to Customer: (i) generic branding for
inbound conference calls; and (ii) customized branding for inbound calls
for reservation services. However, MCI shall not provide billing
services to Customer's end-users.
6) The rates provided herein are in lieu of any tariff
promotions or discounts.
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7) Set up charges in Tariff will be waived. All other ancillary
charges in Tariff will not be waived.
(e) MCI Card Service and Associated Enhanced Services.
Customer will receive the discounts for MCI Card Service and
Associated Enhanced Services set forth in Exhibits B and C.
(f) MCI Carrier Operator Services.
Customer will receive the rates, service terms and conditions
for MCI Carrier Operator Services as set forth in Attachment 2.
(g) Domestic Interstate Directory Assistance.
1) For domestic interstate Directory Assistance, Customer will
pay, in addition to all applicable federal, state and local taxes and
surcharges, $0.35 per call.
2) In each month in which Customer's total number of Directory
Assistance calls exceeds twenty five thousand (25,000), the above
postalized rate for Directory Assistance shall be reduced by $0.0100.
8. Installation Waivers.
Customer shall receive a credit of up to Six Hundred Eighty
Thousand Dollars ($680,000) less amounts awarded to Customer pursuant to
the installation waiver provision set forth in the MCI Carrier Agreement
effective September 1, 1995 and is hereby terminated upon the Effective
Date of this Agreement. Such credit herein shall be applied to the
one-time installation (including CIC installation) and other one-time
non-recurring MCI-billed tariffed charges associated with the
implementation of Carrier Network Services. In no event shall the value
of such credit for each: (i) TDS 1.5 circuit exceed $2,500; or (ii)
TDS-45 circuit exceed $5,000. Additionally, from this installation
waiver credit, MCI will reimburse Customer on a monthly basis for PIC
change charges not to exceed Five Dollars ($5.00) per PIC.
9. Revenue Achievement Bonus Program.
(a) If Customer's total Monthly Usage during the Ramp Period and
Service Term equals or exceeds Forty Four Million Six Hundred Fifty Five
Thousand Dollars ($44,655,000) ("Credit Minimum"), Customer shall
receive a one-time credit in an amount equal to one month's Monthly
Usage of MCI Services. Such credit shall not exceed Customer's Monthly
Commitment.
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(b) If the credit provided pursuant to the paragraph above is
earned prior to the conclusion of the Service Term, each time Customer's
total aggregate Monthly Usage earned thereafter equals or exceeds Thirty
Million Nine Hundred Fifteen Thousand Dollars ($30,915,000), Customer
will receive a one-time credit equal to one month's Monthly Usage of MCI
Services. Such credit will be based on the invoice in which Customer's
usage equals or exceeds such amount and will be applied to Customer's
next available invoice.
(c) Customer may only receive one credit pursuant to Paragraph
9(a) or (b) during any consecutive twelve (12) month period ("Annual
Period"). Credits earned in one Annual Period may not be carried forward
to the next Annual Period. Each credit shall equal no more than One
Million Dollars ($1,000,000). The credits set forth in Paragraphs 9(a)
and (b) above shall be applied to Customer's domestic interstate and
international usage charges (exclusive of applicable taxes, surcharges,
and pass-through access/egress (or related) charges) for MCI Services
hereunder.
10. Security.
Nothing contained herein shall limit or be interpreted to limit
MCI's right, as provided for in Section B-7.04 of MCI Tariff FCC No. 1,
to require, in MCI's sole discretion, security from Customer, and
Customer's failure or refusal to provide such security upon MCI's
reasonable request therefor may result in the cancellation of this
Agreement and Customer's service for cause pursuant to Section B-11.01
of the Tariff. The security arrangements provided for hereunder shall
survive the expiration of the Service Term, as defined herein, and shall
remain in effect so long as Customer remains a user or has any
outstanding balance due for use of MCI service(s).
11. Payment.
(a) Customer shall pay MCI for all MCI service(s) provided during the
usage month within twenty five (25) days from the last day of the usage
month. If Customer has received MCI's invoice, Customer will pay MCI the
amount invoiced. If Customer has not received MCI's invoice for the
services provided prior to the date when Customer must pay MCI, Customer
will pay MCI an amount estimated to be billed for services provided
during the prior month ("Estimated Payment") . At the initiation of this
Agreement, if Customer has not received MCI's invoice prior to the date
when Customer must pay MCI for services provided during the first month
of this Agreement, the Estimated Payment will be equal to
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Customer's estimate of its prior month's usage. For each month
thereafter, the Estimated Payment will be equal to the amount of the
prior MCI invoice, or invoices which reflect one month's total usage of
MCI services received by the Customer.
(b) Within ten (10) days of the date of MCI'S invoice, MCI and Customer
will reconcile the Estimated Payment with the MCI invoice amount for
such month. MCI shall credit any Estimated Payment amount in excess of
the MCI invoice amount for such month on the next available invoice.
Immediately after reconciliation, Customer shall pay MCI any amount the
Estimated Payment was less than the MCI invoice amount for such month.
(c) Customer's failure to pay the invoiced amount in full within said
twenty five (25) day period may result in the exercise by MCI of its
rights under the security provisions contained in Paragraph 10,
immediately above, or in such Paragraph as it may be amended during the
Ramp Period and Service Term.
(d) For each month that Customer pays the amount invoiced within said
twenty five (25) day period described above, Customer shall receive a
discount equal to one percent (1%) of the amount invoiced (less charges
for installation, taxes, tax-related surcharges, any other applicable
surcharges, charges for access and access-related charges, including,
without limitation, access charges in the Tariff) in such month which
discount shall be applied to Customer's total monthly domestic
interstate usage for MCI services under this Agreement appearing on the
next month's invoice.
12. Dispute Resolution.
(a) Except as otherwise provided herein, any claims arising out of or
related to this Agreement, shall be made within one hundred and twenty
(120) days of their occurrence. If such claims cannot be resolved by
negotiation, they shall be settled by binding arbitration in accordance
with the rules contained in MCI Tariff FCC No. 1 ("Arbitration Rules").
Neither party may seek injunctive relief of any kind prior to the
confirmation of an arbitration award, except that MCI may seek
injunctive relief against Customer for violation of Paragraphs 3(a)2),
3) and 4), herein. Any claims made after one hundred and twenty (120)
days of the occurrence giving rise to such claims shall be barred.
(b) Either MCI or Customer may initiate arbitration by providing written
demand for arbitration, a copy of this Agreement and the administrative
fee required by the Arbitration Rules to the Endispute (or if Endispute
is not
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available to the American Arbitration Association) office located in
Washington, D.C. A copy of such notice shall also be provided to the
other party. The remaining cost of the arbitration, including the fees
and expenses of the arbitrator, shall be shared equally by the parties
unless the arbitration award provides otherwise. Each party shall bear
the cost of preparing and presenting its case.
(c) One (1) arbitrator shall be appointed in accordance with the
Arbitration Rules within sixty (60) days of the submission of the demand
for arbitration, unless both parties otherwise agree in writing. The
Arbitrator shall designate the time and place for the hearing within
thirty (30) days of his or her appointment. MCI and the Customer agree
that the Arbitrator's authority to grant relief shall be subject to the
provisions of this Agreement, the United States Arbitration Act, 9
U.S.C. 1-16 et. seq. ("USAA"), the ABA-AAA Code of Ethics for
Arbitrators in Commercial Disputes, MCI Tariff FCC No. 1, substantive
law, and the Communications Act of 1934, 47 U.S.C. 151 et. seq. The
Arbitrator's decision shall follow the plain meaning of the relevant
documents, and shall be final and binding.
(d) MCI and the Customer agree to undertake all reasonable steps to
expedite the arbitration process.
(e) Notwithstanding any other provision of this Agreement,
interpretation and construction of this Paragraph shall be governed by
the USAA. ▇▇▇ and the Customer further agree that judgment may be
entered upon the award in any court having jurisdiction thereof, and
that all post-award proceedings shall be governed by the USAA.
13. Termination for Insolvency.
In the event Customer becomes or is declared insolvent or
bankrupt, is the subject of any proceeding related to its liquidation,
insolvency or for the appointment of a receiver or similar officer for
it, makes an assignment for the benefit of all or substantially all of
its creditors, or enters into an agreement for the composition,
extension, or readjustment of all or substantially all of its
obligations, MCI may, by giving seven (7) business days written notice
thereof to Customer, terminate this Agreement without liability or
obligation, in whole or in part, as of a date specified in such notice
of termination.
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14. Term.
The Ramp Period under this Agreement shall begin on April 1,
1996, provided Customer executes this Agreement on or before March 31,
1996 and shall continue for twelve (12) months. Alternatively, the Ramp
Period shall begin on the first day of the first full month following
the execution of this Agreement by MCI ("Effective Date") and shall
continue for twelve (12) months. The service term shall begin on the
first day of the thirteenth (13th) consecutive monthly billing period
and will continue for a period of thirty (30) months thereafter
("Service Term"). In the event Customer's CIC is not 80% loaded as
identified in Paragraph 2(g) above, MCI and Customer shall promptly meet
to discuss the extension of the Ramp Period. In the event the Ramp
Period is extended, the Service Term shall commence upon the completion
of the revised Ramp Period. Nothing contained herein, however, shall
modify or be deemed to modify MCI's right to terminate this Agreement
either as provided herein, or as authorized in Section B-11.01 of the
Tariff, immediately upon notice to Customer if Customer fails or refuses
to provide alternative or additional security requested pursuant to
Section B-7.04 of the Tariff, or to terminate provision of service for
any other cause as provided for in Section B-11.01 of the Tariff or as
otherwise provided for in this Agreement. Upon expiration of the Service
Term, Customer shall receive tariffed rates less applicable tariff
discounts for services hereunder.
15. Termination at Will.
During the first six (6) months of the Ramp Period, either party
may terminate this Agreement without liability by giving the other party
thirty (30) days written notice. However, if the first six (6) months of
the Ramp Period expires without such notice being given, this Agreement
shall remain in full force and effect.
16. Expiration of Term.
Unless the Service Term has been extended in writing by the
parties, upon expiration of the Service Term or termination of this
Agreement, Customer shall be fully subject to all the terms and
conditions, including standard tariffed rates, set forth in the Tariff
for MCI service(s) received by Customer after such expiration.
17. Termination Liability.
If Customer terminates this Agreement during the Service Term or
MCI terminates this Agreement during the Service Term for Customer's
breach, Customer will pay MCI within thirty
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(30) days of the effective date of such termination an amount equal to
fifteen percent (15%), of the aggregate of Customer's remaining Monthly
Commitments, or a pro rata portion thereof for any partial month, for
each month remaining in the Service Term after termination. In addition
to the above liability for early termination, Customer shall pay the
termination liability for early termination of all tariffed discount
plans in which the Customer has enrolled. Customer shall also pay
termination charges associated with any applicable product
subcommitments contained in this Agreement. Customer shall also repay
any installation credits or payments received pursuant to Paragraph 8
herein.
18. Nondisclosure.
Customer shall not disclose to any third party during the
Service Term, or during the three (3) year period thereafter, any of the
terms and conditions set forth in this Agreement unless such disclosure
is lawfully required by any federal governmental agency or is otherwise
required to be disclosed by law or is necessary in any proceeding
establishing rights and obligations under this Agreement. MCI reserves
the right to terminate this Agreement immediately upon delivering
written notice to Customer of any unpermitted third party disclosure
hereunder.
19. Notices.
Notices to be given pursuant to this Agreement shall be in
writing, delivered personally or by facsimile, telex, telegram, MCI
Mail, professional courier or certified, registered or express mail,
postage prepaid to the respective addresses set forth herein (or at such
other addresses as shall be given in writing by either party to the
other). All notices, requests, demands or communications shall be deemed
effective upon the earlier of: (a) the date such notice has been
received; or (b) the next calendar day if sent by facsimile, telex,
telegram or MCI Mail; or (c) the third calendar day after delivery to a
professional courier service; or (d) five (5) calendar days after
deposit with the United States Postal Service if sent by certified or
registered mail, return receipt requested.
If to MCI:
MCI Telecommunications Corporation
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
ATTN: Legal Affairs Department
FACSIMILE NUMBER: ▇▇▇-▇▇▇-▇▇▇▇
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If to Customer:
Long Distance Direct, Inc.
▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
ATTN: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Chief Executive Officer
FACSIMILE NUMBER: ▇▇▇-▇▇▇-▇▇▇▇
20. Letter of Agency.
Customer shall appoint MCI as its agent in the Letter of Agency
attached hereto and incorporated herein as Attachment 1.
21. Surcharge Exemption.
When applicable, Customer shall certify that any special access
lines used in connection with services under this Agreement terminate in
a device not capable of interconnecting MCI's service with the local
exchange network and thus are surcharge exempt from the special access
surcharge.
22. Tax Exemption.
When applicable, Customer shall certify that it is exempt from
federal, state, and/or local taxes.
23. Predominant Carrier.
(a) Customer agrees to use MCI as its carrier for at least eighty
percent (80%) of Customer's needs for services as measured by revenue
that are either MCI services or interexchange carrier services during
the Service Term provided that this condition shall not: (i) require any
termination of an existing contract not terminable by Customer; or (ii)
prevent Customer from obtaining at any time service(s) not available
from MCI at certain locations.
(b) After the Effective Date of this Agreement, but not more than once
semi-annually, MCI may request, and Customer shall promptly provide to
MCI in writing or in a machine readable format as specified by MCI,
Customer records, data and invoices pertaining to its total long
distance telecommunications usage for the most recent six (6) month
period preceding the request. MCI may review this information for the
sole purpose of determining Customer's compliance with the predominant
carrier provision herein, or as it may be amended by the parties.
(c) In each monthly billing period of the Service Term in which Customer
fails to satisfy the predominant carrier requirement set forth herein,
Customer shall not be entitled
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to any of the postalized rates set forth in this Agreement and
Customer's use of MCI service(s) shall be discounted that month solely
pursuant to the applicable tariffed MCI discount rate, if any,
associated with Customer's actual usage level for that monthly billing
period.
24. Governing Law.
This Agreement, including all matters relating to the validity,
construction, performance and enforcement thereof, shall be governed by
the laws of the State of New York without giving reference to its
principles of conflicts of law, except to the extent the Communications
Act of 1934, as amended, and as interpreted and applied by judicial and
regulatory authorities including the Federal Communications Commission,
applies.
25. Assignment.
This Agreement shall be binding on Customer and its respective
successors and assigns. Customer may not assign this Agreement, whether
by operation of law or otherwise, without the prior written consent of
MCI and any unpermitted attempted assigned shall be void. MCI may
terminate this Agreement without liability on ten (10) business days
written notice in the event that Customer undergoes a merger involving a
change of control, or divests itself of all or a substantial portion of
its telecommunications business or undergoes a change of fifty one
percent (51%) or more of its ownership or management or leverage or sale
occurs involving fifty one percent (51%) or more of Customer's assets or
Customer's base.
26. No Waiver.
No waiver of any of the provisions of this Agreement shall be
binding unless it is in writing and signed by both parties. The failure
of either party to insist on the strict enforcement of any provision of
this Agreement shall not constitute a waiver of any provision and all
terms shall remain in full force and effect.
27. Length of Offer; Entire Agreement; Amendments.
This offer shall remain open and be capable of being accepted by
Customer until MARCH 29, 1996. Any and all prior or contemporaneous
offers, agreements, representations and understandings made to Customer,
whether written or oral, shall be superseded by this offer. Exclusive of
any tariff modifications initiated by ▇▇▇, once this Agreement has been
executed, any amendments hereto must be made in writing and signed by
both parties.
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IN WITNESS WHEREOF, the parties hereto each acting with proper authority have
executed this Agreement.
MCI TELECOMMUNICATIONS CORPORATION
By: /s/ ▇▇▇ ▇▇▇▇▇▇▇
--------------------------
▇▇▇ ▇▇▇▇▇▇▇
Vice President,
Title: Business Markets
-----------------------
Date: 3/26/96
------------------------
LONG DISTANCE DIRECT, INC.
By:
---------------------------
(Signature)
Title: President
-----------------------
Date: 3/14/96
------------------------
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EXHIBIT A
CARRIER NETWORK SERVICES
INTERNATIONAL RATES
PEAK OFF PEAK
COUNTRY 1ST 18 Sec. Add'l 6 Sec. 1st 18 Sec. Add'l 6 Sec.
------- ----------- ------------ ----------- ------------
Antigua 0.3188 0.1063 0.2496 0.0832
Argentin 0.3024 0.1008 0.2440 0.0813
Austral 0.2018 0.0673 0.2018 0.0673
Austria 0.2739 0.0913 0.2133 0.0711
Bahamas 0.2189 0.0730 0.2189 0.0730
Bahrain 0.5288 0.1763 0.4003 0.1334
Banglad 0.7943 0.2648 0.5165 0.1722
Barbad 0.3013 0.1000 0.2362 0.0787
Belgium 0.3261 0.1087 0.3212 0.1071
Belize 0.4200 0.1400 0.3570 0.1190
Bermuda 0.2240 0.0747 0.1751 0.0584
Bolivia 0.4480 0.1493 0.3517 0.1172
Brazil 0.2831 0.0944 0.2570 0.0857
BrVirgIs 0.3615 0.1205 0.3069 0.1023
Caymanls 0.3518 0.1173 0.2752 0.0917
Chile 0.3539 0.1180 0.2710 0.0903
China 0.7366 0.2455 0.5542 0.1847
Colombia 0.3013 0.1004 0.2567 0.0856
Cos Rica 0.3611 0.1204 0.2906 0.0969
CzechRep 0.3970 0.1323 0.3212 0.1071
Denmark 0.3366 0.1122 0.2710 0.0903
Dom Rep 0.2894 0.0965 0.2320 0.0773
Ecuador 0.4000 0.1333 0.3248 0.1083
Egypt 0.4942 0.1647 0.3706 0.1235
El Salva 0.3461 0.1154 0.2792 0.0931
Finland 0.3558 0.1186 0.3490 0.1163
France 0.1637 0.0546 0.1637 0.0546
Germany 0.1827 0.0609 0.1827 0.0609
Greece 0.3866 0.1289 0.3278 0.1093
Grenada 0.3432 0.1144 0.2911 0.0970
Guam 0.5188 0.1729 0.4183 0.1394
Guatema 0.5091 0.1697 0.4429 0.1476
Haiti 0.3276 0.1092 0.2867 0.0956
Hondur 0.4213 0.1404 0.3339 0.1113
Hong Kg 0.1912 0.0637 0.1868 0.0623
Hungary 0.4266 0.1422 0.3339 0.1113
India 0.5832 0.1944 0.5417 0.1806
Indones 0.5933 0.1978 0.4664 0.1555
Ireland 0.3038 0.1013 0.3033 0.1011
Israel 0.3368 0.1123 0.2805 0.0935
Italy 0.2573 0.0858 0.2273 0.0758
Jamaica 0.3756 0.1252 0.2909 0.0970
Japan 0.1713 0.0571 0.1713 0.0571
Jordan 0.4687 0.1562 0.4687 0.1562
Korea 0.3046 0.1015 0.3046 0.1015
Kuwait 0.4467 0.1489 0.3767 0.1256
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Lebanon 0.7338 0.2446 0.6310 0.2103
Luxembg 0.3734 0.1245 0.2906 0.0969
Malays 0.5675 0.1892 0.4507 0.1502
Nether 0.1865 0.0622 0.1865 0.0622
NetAnt 0.3224 0.1075 0.2739 0.0913
New Zea 0.5527 0.1842 0.5464 0.1821
Nicarag 0.4276 0.1425 0.3344 0.1115
Nigeria 0.3942 0.1314 0.3324 0.1108
Norway 0.3159 0.1053 0.3159 0.1053
Pakist 0.7460 0.2487 0.5712 0.1904
Panama 0.3696 0.1232 0.2967 0.0989
▇▇▇▇▇ 0.4798 0.1599 0.3768 0.1256
Peru 0.4061 0.1354 0.3584 0.1195
▇▇▇▇▇▇ 0.5099 0.1700 0.4414 0.1471
Poland 0.4082 0.1361 0.3502 0.1167
Portug 0.4168 0.1389 0.3295 0.1098
Russia 0.5533 0.1844 0.4681 0.1560
SaudiAr 0.4205 0.1402 0.3547 0.1182
Singa 0.4786 0.1595 0.4786 0.1595
So Afr 0.3593 0.1198 0.2830 0.0943
Spain 0.2625 0.0875 0.2217 0.0739
Sweden 0.2942 0.0981 0.2942 0.0981
▇▇▇▇▇▇▇ 0.1990 0.0663 0.1940 0.0647
Taiwan 0.3046 0.1015 0.3046 0.1015
Thailnd 0.5675 0.1892 0.4509 0.1503
Turkey 0.3983 0.1328 0.3366 0.1122
Ukraine 0.7132 0.2377 0.6034 0.2011
UK 0.1294 0.0431 0.1294 0.0431
Uruguay 0.4305 0.1435 0.3377 0.1126
U.A.E. 0.4461 0.1487 0.4461 0.1487
Venez 0.2185 0.0728 0.1866 0.0622
Vietnam 0.7360 0.2453 0.6723 0.2241
Yemen 0.5191 0.1730 0.4390 0.1463
Zaire 0.5180 0.1727 0.3885 0.1295
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EXHIBIT B
MCI FEATURE CARD SERVICE AND
ASSOCIATED ENHANCED SERVICES DISCOUNTS
A. MCI Feature Card Service Discounts.
1) Customer shall receive a thirty seven percent (37%) discount
on its usage of domestic interstate, domestic intrastate, and
international MCI Feature Card Service (only accessed by dialing an
MCI-provided 800 number other than (▇▇▇) ▇▇▇-▇▇▇▇ in accordance with
Section C-A.05, Footnote 2, of the Tariff or any successor tariffed
provision) as determined by Customer's MCI Feature Card Monthly Usage:
2) The following interstate MCI Feature Card surcharges shall be
charged on all direct dial MCI Feature Card calls.
Direct
From To Dial
---- -- ----
United States U.S., Puerto Rico
("U.S.") and U.S. Virgin
Islands $0.25
Puerto Rico U.S. $0.25
U.S. Virgin U.S. $0.25
Islands
U.S., Puerto Rico Canada
and U.S. Virgin
Islands $0.25
U.S., Puerto Rico International Locations
and U.S. Virgin Other than Canada $1.25
Islands
Canada U.S., Puerto Rico and
U.S. Virgin Islands $1.00
Canada International Locations $1.25
3) The above discounts shall apply only to Customer's usage
charges for domestic interstate MCI Feature Card Service provided
pursuant to the Tariff but not to charges for monthly recurring, MCI
Feature Card surcharges, installation, taxes or surcharges applicable to
MCI Service(s), Directory Assistance, and charges for local
access/egress services or facilities associated with MCI Feature Card
Service.
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4) The above discounts for MCI Feature Card Service are in lieu
of any tariffed discounts including, without limitation, the discounts
for MCI Feature Card Service available under MCI VIP, MCI VIP Plus, MCI
MOD and MCI CAS Service.
5) For MCI Feature Card Service (only accessed by dialing an
MCI-provided 800 number other than (▇▇▇) ▇▇▇-▇▇▇▇), Customer shall pay
MCI for the fulfillment costs associated with Customer's usage of MCI
Feature Card Service plus pay MCI an administrative charge for handling
fulfillment in an amount equal to fifteen percent (15%) of the
fulfillment costs.
6) For MCI Feature Card Service (only accessed by dialing an
MCI-provided 800 number other than (▇▇▇) ▇▇▇-▇▇▇▇), MCI shall provide
the fraud detection procedures set forth in Exhibit C, attached hereto
and incorporated herein by reference. Customer shall be responsible for
all fraud associated with its usage of MCI Feature Card Service, except
as set forth in Exhibit C.
B. Discounts on Associated Feature Services.
1) Customer will be entitled to the following applicable
incremental discounts on Customer's usage of Enhanced Services (MCI
Messenger Service, *3 Flexible Routing for Voice Mail, Voice News
Network, Speed Dialing and Conference Calling accessed by use of the MCI
Feature Card) as determined by Customer's Enhanced Services Monthly
Usage (as defined below):
Enhanced Services
Monthly Usage Discount
------------- --------
$ 0 - $ 1,999 3%
2,000 - 49,999 12%
50,000 - 149,999 13%
150,000 - 249,999 14%
250,000 - 499,999 15%
500,000 - 749,999 16%
750,000 + 17%
The above discounts shall apply only to Customer's usage of Enhanced
Services provided pursuant to MCI's standard terms and conditions for
such services, but not to charges for installation, taxes or surcharges,
and charges for local access/egress services or facilities associated
with Enhanced Services.
2) Enhanced Services Monthly Usage shall mean Customer's monthly
combined recurring and usage charges for Enhanced Services at standard
pricing but not including taxes (and gross receipts taxes), surcharges,
and any charges for MCI Tariff or state tariff services.
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EXHIBIT C
MCI CONNECTION CARD FRAUD DETECTION PROCEDURES
All calling card calls will be validated by MCI to permit only those calls
authorized or facilitated by Long Distance Direct, Inc. or legitimate card
holders. MCI will, at the direction of Customer, preclude all calls utilizing
expired or terminated calling card numbers compared against an authorized list
provided by Customer and will be responsible for all fraudulent use,
unauthorized use, misuse, or abuse of calling cards occurring after MCI receives
actual notice of the expiration or termination of a calling card or receives
specifically detailed written notification concerning any card which has been
lost, stolen, compromised or which Customer has reason to believe is or may be
used fraudulently. MCI will deactivate a calling card within four (4) hours of
receipt by MCI's Consumer Markets Fraud Detection of a request by Customer.
In addition, all calling card calls will be monitored by MCI for fraudulent use,
unauthorized use, misuse or abuse on a twenty four (24) hour a day, seven (7)
days a week basis. MCI shall establish fraud prevention, detection and
minimization procedures so that fraudulent use arising from lost or stolen
calling cards and potential disruption to authorized card holders will be
minimized.
MCI will not hold the Customer responsible for "service fraud" associated with
the unauthorized use of an MCI calling card. "Service fraud" can best be
described as unauthorized use of an MCI calling card following the involuntary
theft or loss of a card which was not intentionally facilitated or impliedly
authorized by Customer or an authorized user. "Service fraud" often follows the
theft of a wallet, purse or briefcase, or sometimes is the result of "shoulder
surfing" (thieves observing/recording authorization codes) which occurs at
payphones located in airports, bus terminals, train stations and the like. MCI
shall not be responsible for losses caused by fraudulent information submitted
by a card holder in subscribing for calling card services or for usage which was
intentionally facilitated or impliedly authorized by an authorized user.
In the event that ▇▇▇ is unable to contact Customer of suspected abuse of the
calling card, in order to minimize potential abuse, MCI will deactivate any
calling card which has exceeded established fraud detection parameters or which
MCI has reason to believe is or may be used fraudulently.
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EXHIBIT D
USE OF NAME GUIDELINES
MCI has developed the following guidelines to aid MCI Carrier Network Services
customers in determining the proper use of MCI's name, logo, trademarks and
service marks and the proper characterization of the MCI/Reseller relationship.
Resellers are not authorized to use MCI's name, its trademarks, servicemarks or
logo in any manner including use in advertising, promotional materials,
stationery, business cards, billing and signage. For example, Resellers MAY NOT
make in words or in substance the following statements:
"Network services provided by MCI"
"Authorized/Endorsed/Sponsored/Approved by MCI"
"Authorized Provider of MCI Services"
"Affiliate, or partner, or co-marketer with MCI"
If resellers wish to make any reference to MCI, they may ONLY make the following
declarative statement:
"Reseller's services utilize the MCI network"
However, the following conditions apply to this statement:
- This statement may not be used in ANY manner that is likely to create
confusion or to give the impression that MCI sponsors, endorses, or is
in any way affiliated with the Reseller;
- This statement may only be used as a declarative statement in any
printed or oral communication and may not be used as a headline or in
any advertising slogan or banner. In order to use this statement, the
Reseller's company name must appear or be verbalized prominently in the
written or oral communication;
- The statement may only appear once in each written promotional or
advertising piece. The MCI name may not be used in the same type style
that MCI uses and must not otherwise resemble the MCI name and/or logo;
- In any event, whenever the statement above is used, the type size for
this verbiage as it appears in any printed material may not exceed 1/8
of one (1) inch and cannot be larger, bolder, or a different color or
type style than the adjacent text.
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In summary, this policy means no Reseller may state explicitly or implicitly
that it:
- Is an authorized agent, reseller, partner or co-marketer with MCI; or
- Provides MCI services; or
- Is affiliated with, authorized, sponsored by, or endorsed by MCI; or
- Has a special relationship with MCI.
MCI is aggressive about protecting its trademark, service mark and corporate
name. In the past, we have not hesitated to bring appropriate legal action to
protect our rights and we shall continue to be vigilant to ensure that these
guidelines are followed.
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EXHIBIT E
RELI
Customer and MCI will work together to implement Reseller Enhanced LEC Interface
Service ("RELI") that facilitates Customer's PIC changes at the appropriate LEC
in accordance with the respective responsibilities outlined in this Exhibit.
Customer understands and agrees that MCI will establish a reasonable
implementation schedule based on MCI's receipt and processing of all required
paperwork and the number of other pending RELI installs. Therefore, immediate
implementation of RELI may not be available and Customer will be advised of
MCI's expected implementation schedule. MCI shall provide RELI only for ANI's on
MCI Carrier Network Services.
PRICING
1. Customer shall pay MCI an initial non-recurring charge of Two Thousand
Dollars ($2,000) and a monthly recurring charge based on Customer's
monthly usage of MCI Carrier Network Services, determined as follows:
Monthly Usage of MCI Monthly
Carrier Network Services Recurring Charge
------------------------ ----------------
$ 0 - $100,000 $ 300
$100,001 - $200,000 $ 575
$200,001 - $300,000 $ 825
$300,001 - $400,000 $1,075
$400,001 - $500,000 $1,300
$500,001 + $1,500
The above charges are only for ANI's provisioned on MCI's CNS platform
via RELI. These charges are exclusive of any applicable charges for LEC
services.
2. The charges set forth in Paragraph 1 above are for RELI via Network Data
Mover transmission to one or more of the following Bell Operating
Companies ("BOC's") or major independent telephone companies ("ITC's")
(hereinafter BOC's and ITC's shall be called "LECS") . For MCI provided
RELI to these LECs, Network Data Mover transmission must be used:
Bell South SouthWestern Bell PacBell
Nynex Bell Atlantic US West
Ameritech GTE Cincinnati Bell
SNET Sprint/United RTC
AllTel Nevada Bell
Customer understands and agrees that it will be fully responsible for
any set-up fees associated with its receipt of service hereunder that
are charged by the companies listed in Paragraph 2.
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3. For those LEC's not listed in Paragraph 2, RELI service may
not be available.
4. Customer will provide at its expense its own internal hardware
and software needed for MCI RELI.
5. Customer understands that the pricing set forth above applies solely to
ANI loading to CICs which are routed to MCI and includes retransmission
of ANIs rejected by a LEC. The above pricing does not apply to non-MCI
CNS ANIs.
CUSTOMER RESPONSIBILITIES
- Customer will be responsible for providing MCI with all necessary end
user information to process all PIC install/change requests. This
information includes, but is not limited to:
- End User Name
- End User Address
- End User Working Telephone Number (WTN)
- End User Billing Telephone Number (BTN)
- Service Request (i.e., 1+, 800 etc.)
- Customer will handle rejects from the front-end edits made by MCI prior
to the order being sent to the LEC or SMS.
- Customer will work with MCI to outline all technical interfaces between
Customer and MCI. Customer will provide a detailed overview of its
Systems and processes to MCI.
- Customer will be responsible for reconciliation of ANIs in its database
against ANI information provided by MCI to Customer.
- Customer will be responsible for resolving all records
rejected by the LECs and for informing ▇▇▇ of the resolution.
- Customer will be responsible for payment of all charges imposed by the
LECs for processing records, including but not limited to all PIC fees
and account maintenance charges.
- Customer will provide MCI with quarterly forecasts of its CNS outbound
and inbound minutes of use. Such statistical information will be
detailed at the NPA or serving area level.
- Customer will obtain, complete and deliver all documentation required to
establish communications with each LEC.
- Customer will provide MCI with a complete and prioritized list
specifying the LECs with which Customer wants MCI to establish service
hereunder .
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- Customer will be responsible for updating, storing and maintaining its
files after they have been received from MCI via "CarrierBase", the
front-end Guided User Interface used by MCI Carrier Order Entry Hub to
process orders.
- If Customer experiences problems with data received hereunder, Customer
is responsible for contacting the Carrier Order Entry Hub to initiate
re-delivery of the data.
- After the RELI is tested and implemented for the Customer to a
particular LEC, Customer will utilize RELI for all PIC requests relating
to MCI CNS ANIs.
- Once Customer starts using RELI for a particular LEC, Customer can only
submit PIC requests via RELI to that LEC. The LEC's only allow one
medium and source of transmission for PIC provisioning. Therefore
customers that perform PIC provisioning for ANI's on their
facilities-based network can not use RELI for CNS PIC provisioning with
the same LEC.
MCI RESPONSIBILITIES
- MCI will be responsible for implementing and managing the LEC interface
process, other than Customer's internal costs incurred in performing its
responsibilities in connection with this process.
- Order Entry processing will occur in MCI's Carrier Order Entry
Hub in Atlanta.
- MCI's Carrier Order Entry Hub will notify Customer of any MCI,
Third Party Vendor, or LEC system impairments or limitations.
MCI and Third Party Vendor system impairments or limitations
will be communicated to Customer within forty-eight (48) hours
of the occurrence. LEC system impairments or limitations will
be communicated within forty-eight (48) hours of receipt of
MCI notification. Customer understands and agrees that MCI
has no liability for delayed network data mover transmissions
resulting from any MCI, Third Party Vendor or LEC system
impairments or limitations.
- MCI will provide Customer the following reports via electronic
media:
Report Time Interval
------ -------------
Pending BOC Action Weekly
Aged Reject Report Weekly
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- MCI CarrierBase will maintain copies of LEC interaction
services files for up to five (5) business days after they are
sent to Customer. All such files will be purged by MCI after
five (5) business days. MCI will respond to any requests for
file retransmission received within such (5) business day
period within forty eight (48) hours of MCI's receipt of the
request.
LIMITATION OF LIABILITY
MCI's total liability to Customer arising from its provisioning of RELI
under this Exhibit E shall be limited to the lesser of (a) Customer's
proven direct damages or (b) the total amount paid by Customer to MCI
for RELI during the one (1) month period prior to the event giving rise
to the cause of action. The foregoing limitation applies to all causes
of actions and claims, including without limitation breach of contract,
breach of warranty, negligence, strict liability, misrepresentation and
other torts. Further, no cause of action which arose more than one (1)
year prior to the institution of a legal proceeding alleging such cause
of action may be asserted by either party against the other.
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ATTACHMENT 1
LETTER OF AGENCY
ATTENTION: Concerned Local Operating Companies, AT&T and other
Common Carriers and All Equipment Vendors
The undersigned appoints MCI Telecommunications Corporation or any of its
affiliated companies ("MCI") as agent for the purpose of ordering, in connection
with MCI's provision of service to the undersigned, changes in and/or
maintenance on specific telecommunications service that you provide to the
undersigned including, without limitation, removing, adding to or rearranging
such telecommunications service.
You are hereby released from any and all liability for making pertinent
information available to MCI and for following MCI's instructions with respect
to any changes to or maintenance on the undersigned's telecommunications
service. You may deal directly with MCI on all matters pertaining to
telecommunications service and should follow instructions with respect thereto.
This authorization will remain in effect until modified or rescinded in writing
by the undersigned.
Signed this 13 day of March, 1996.
BY:
/s/
----------------------------------
Authorized Customer Signature
President
----------------------------------
Title
Long Distance Direct. Inc.
----------------------------------
Company Name
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ATTACHMENT 2
MCI CARRIER OPERATOR SERVICES
Customer is interested in buying MCI Carrier Operator Services for resale and
MCI is interested in providing such services to Customer. In order to accomplish
those purposes the parties hereby agree as follows:
1. Operator Services.
(a) "Operator Service Calls" mean long distance calls dialed with the
0+, 01+ or 00- dialing pattern (and excluding calls dialed with the
950-XXXX and 800 dialing patterns):
(b) Customer shall not use any service mark or trademark of MCI or refer
to MCI in connection with any service provided hereunder without the
prior written approval of MCI.
(c) Call Originating Identification Information. MCI must receive
electronic call origination identification ANI information for each call
carried hereunder. If the Originating Site uses Feature Group D local
access service, the required call origination identification information
is automatically supplied by the local exchange company. If the
Originating Site uses a type of local access service other than Feature
Group D local access service, the Originating Site shall cause
electronic call origination identification information (in a form
acceptable to MCI) to be supplied to MCI at the initiation of each call.
(d) Emergency Calls.
(1) Each Originating Site shall configure its system so that 911
emergency calls, where available, and similar emergency calls, will
be automatically routed to the appropriate party or clearing house
without the intervention of MCI. Emergency calls which do reach a
MCI operator shall be handled in accordance with MCI standard
operating procedures.
(2) If Customer or MCI provides an emergency number database,
Customer agrees to indemnify and hold MCI harmless from any and all
claims, damages, fines, penalties and any other liabilities
(including attorney fees) arising out of the inaccuracy of any
information or the inadequacy of any procedure or personnel.
(e) Private Payphones.
(1) Private payphone lines must be classed as "07" COCOT.
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(2) All payphones must have Billed Number Screening ("BNS"), if
available. If BNS is not available, the Customer will be
responsible for calls billed to any lines without BNS.
(3) Unless otherwise permitted by law, all 0- calls must be passed
to the Local Exchange Carrier ("LEC").
(4) Payphones must not block 950-XXXX or ▇-▇▇▇-▇▇▇-▇▇▇▇ calls.
(5) All payphones must have "011" blocking at the central office, if
available. If international blocking is not available, or if
Customer chooses not to block "011" calls, then Customer assumes
responsibility for any international fraud.
(6) For Premises Telephones located in condominiums, Customer shall
be liable for all charges attributable to the failure of
Customer to secure screening which prevents 1+ 10XXX domestic
and international dialing and which indicates to operators that
the telephone is restricted to prohibit billing to the original
ANI.
(7) Customer shall be responsible for any fraud resulting from its
purchase and use of MCI Carrier Operator Services.
(f) Compliance. Customer will comply with applicable federal, state
and local laws and regulations, including without limitation,
laws and regulations relating to operator service during the
term of this Agreement.
(g) Authority.
(1) Customer warrants that it is authorized to select the operator
services carrier for the telephones served by Customer pursuant to
this Agreement. Customer agrees that if any other party makes any
claims against ▇▇▇ for commissions from such telephones, Customer
will be responsible for any such claim. Customer shall indemnify MCI
and hold MCI harmless from any loss, cost or expense resulting from
such claim and will pay MCI's reasonable attorney's fees resulting
from any such claim.
(2) If Customer is an agent of the premises owner or telephone owner
for the Premises Telephones, Customer shall obtain the written
agreement of each premises owner and telephone owner for each
Premises Telephone authorizing Customer to select the operator
service carrier for the Premises Telephones and Customer will submit
a copy of such authorization to MCI upon request.
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MCI may take steps to confirm compliance with this provision,
including, without limitation, contacting premises owners and
telephone owners whose telephones are submitted by Customer.
(h) Liability.
Except in cases involving proved willful or wanton misconduct, MCI's
liability to Customer is limited to its obligation to provide
service as described herein. MCI SHALL NOT BE LIABLE FOR ANY
INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE LOSS OR
DAMAGE OF ANY KIND, INCLUDING LOST PROFITS (WHETHER OR NOT MCI WAS
AWARE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE), BY REASON OF ANY
ACT OR OMISSION IN ITS PERFORMANCE UNDER THIS AGREEMENT. Customer
shall indemnify and hold MCI harmless against any and all claims,
losses, liabilities, damages, costs or expenses arising out of or
related to this Agreement and shall pay MCI's reasonable attorney's
fees resulting from any such claim.
2. Rates. The rates in the following schedule shall be charged on
Customer's usage of MCI Carrier Operator Services. The automated rate
will be charged from the time a call reaches a node until the call is
terminated. The live rate will be charged in addition to automated rates
for the portion of each call that is handled by a live operator.
Automated Live
Monthly Attempts Rate/Sec. Rate/Sec.
---------------- --------- ---------
0 - 50,000 $0.00059 $0.01291
50,001 - 100,000 $0.00058 $0.01272
100,001 - 200,000 $0.00056 $0.01253
200,001 - 500,000 $0.00054 $0.01234
500,001 - 1,000,000 $0.00053 $0.01215
1,000,001 - 1,500,000 $0.00051 $0.01196
1,500,000 + $0.00049 $0.01177
For calls terminated by MCI, Customer shall pay MCI an additional charge
for call termination rated at Customer's domestic interstate
non-dedicated outbound rate specified in Paragraph 4(a) of the Agreement
based on an eighteen (18) second minimum and rounded to six (6) second
increments.
3. Rate Quotes. If Customer has provided the appropriate rate information,
MCI will provide real-time rate quotes to callers. However, Customer
shall indemnify MCI and hold MCI harmless from any and all claims,
damages, fines, penalties or other liabilities (including attorney fees)
arising from the inaccuracy of any information or the inadequacy of any
procedures or personnel.
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4. Customer Service. Customer agrees that all customer service calls (i.e.,
billing disputes, troubles, general inquiries) shall be routed to
Customer's customer service via a Customer-provided 800 number.
5. Language Assistance. Customer agrees that if, on a monthly basis, calls
utilizing MCI Carrier Operator Services language assistance exceed
thirty percent (30%), Customer shall pay two times the Tariff rate for
all calls exceeding thirty percent (30%).
6. Brand. Customer agrees that it will resell MCI Carrier Operator Services
in its own name only.
7. Service Delivery. Customer agrees that it will receive and deliver all
MCI Carrier Operator Services calls from/to one of the three (3) MCI
automated nodes via an MCI TDS-1.5 or TDS-45 circuit.
8. Billing. Customer agrees to be responsible for all end-user billing for
operator services and further agrees that if MCI provides rating and/or
recording services for billing, Customer shall indemnify and hold MCI
harmless from any and all claims, damages, fines, penalties or other
liabilities (including attorney fees) arising from the inaccuracy of any
information or the inadequacy of any procedures or personnel.
9. Forecasting. Customer agrees to provide a written monthly forecast for
automated and live MCI Carrier Operator Services to be received by MCI
no later than ten (10) days prior to the beginning of each month.
10. Force Majeure. If because of force majeure, MCI is unable wholly or in
part to carry out any of its obligations under this Agreement, such
obligations shall be suspended for the duration of the event of force
majeure. During the continuance of such force majeure, MCI shall incur
no liability by reason of its failure to perform the obligation so
suspended, provided, however, that the disabling effect of such force
majeure shall be eliminated as soon as and to the extent reasonably
possible. The term "force majeure" as used herein shall include switch,
radio or cable failure, cable cut, acts of God, riots, insurrection,
war, labor dispute, fire, flood, explosion, orders or acts of military
or civil authority, and any other cause beyond MCI's reasonable control.
11. Complete Agreement. This is the entire agreement of the parties with
respect to its subject matter and supersedes all prior agreements and
understandings, whether written or oral, concerning the subject matter.
This Agreement cannot be amended, or assigned by Customer, except by a
written agreement signed by both parties.
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