CINCINNATI ▇▇▇▇ TELEPHONE
CONTRACT NO. CBT-1228
This Agreement is made by and between CINCINNATI ▇▇▇▇ TELEPHONE COMPANY, an Ohio
corporation having its principal place of business at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ("CBT"), and ONELINK Communications, Inc., ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ("OneLink"). (CBT and OneLink shall
hereafter be referred to as the Parties.)
1. TERM
Unless otherwise renewed or terminated in accordance with the provisions,
herein, the term of this Agreement (the "Term") shall begin on September 30,
1998, and shall continue [***]* (the "Initial Term"); and [***]* , or the
Agreement is terminated pursuant to the provisions of Section 12 hereof.
2. RESPONSIBILITIES OF THE PARTIES
2.1. For the Term of this Agreement, OneLink shall provide CBT
TeleSmartTM Data Services, and Support Services as detailed in
the Functional Requirements Specification Document attached
hereto as Attachment C (the "FRS") or as otherwise mutually
agreed to between the parties. Any additional services outside
the scope of the FRS shall be mutually agreed to between the
parties as to scope and price.
2.2. The parties shall cooperate to provide each other with
technical support and data exchange as required for each party
to fulfill its obligations hereunder.
2.3. Subject to legal and regulatory restrictions, if any, CBT
agrees to provide to OneLink the following information:
- Call Data at a frequency and level of completeness and
accuracy to be mutually agreed upon by the parties.
- Subscriber information at a frequency, format, level of
completeness and accuracy to be mutually agreed upon by
the parties.
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* Portions of this document indicated by [***] have been
omitted and filed separately with the Commission.
- TeleSmart Reporting Service information including pricing,
marketing and advertising, market research and analysis,
product testing plans, timing and roll-out plans and
promotional efforts.
3. PRICES
The initial prices for the Products are set forth in Attachment A (Processing
Fee Schedule) and are subject to change only in accordance with this section
(Prices). OneLink represents [***]* . [***]* , the Parties shall agree in good
faith to any adjustments to the prices set forth in Attachment A.[***]* .
4. DEVELOPMENT COSTS
Except as otherwise agreed in writing, each Party shall be solely responsible
for and shall bear all its own respective costs and expenses in connection with
this Agreement, including without limitation, expenses of development, design,
modeling, optimization, documentation, accountants, advisors, legal expenses, or
research.
5. BILLING/PAYMENTS/TAXES
5.1. CBT shall bear all responsibility for billing of the Customers
who have ordered through CBT. CBT shall bear the full credit
and collection risk associated with such billing.
5.2. CBT will assess, collect and pay all applicable sales or use
taxes on services and personal property furnished in
accordance with this Agreement.
5.3. Once a month, OneLink shall invoice CBT for the preceding
month's Services based upon Attachment A - Processing Fee
Schedule. Should CBT and OneLink agree to process customers in
multiple cycles, OneLink will ▇▇▇▇ CBT after each cycle.
5.4. OneLink shall invoice CBT on a periodic basis. CBT shall pay
OneLink within thirty (30) days after the date of each invoice
with respect to the amount billed on such invoice.
6. [***]
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* Portions of this document indicated by [***] have been
omitted and filed separately with the Commission.
[***]*
7. WARRANTY
7.1. OneLink warrants that the TeleSmart Data Services will be able
to continue in a timely manner and without interruption due to
the change in the date to the year 2000 so long as the data
and other information supplied by CBT to OneLink likewise is
provided in a timely manner and without interruption due to
change in the date to the year 2000.
7.2. OneLink will use its reasonable best efforts to execute its
obligations under this Agreement (including, without
limitation, under the FRS) in a timely manner and in
accordance with the standards in the telecommunications
industry.
8. CONFIDENTIALITY
8.1. To the extent that either Party to this Agreement has been or
hereafter is given access under this Agreement or may be
given access under the terms hereof (whether orally, in
writing, or by visual inspection) to any information which is
either non-public, confidential or proprietary in nature,
including but not limited to Customer Propriety Network
Information or documents marked Confidential provided by CBT
to OneLink for the purposes of initiating and rendering
services contemplated by this Agreement, trade and business
secrets, know-how, technical and non-technical materials,
notes, memoranda, drawings, product samples and
specifications, financial information, employee and contractor
information, or other information which is either non-public,
confidential of proprietary in nature relating to this
agreement, the Party receiving such Proprietary Information
(the "Receiving Party"):
(i) Agrees that the Party supplying such Proprietary
Information (the "Supplying Party") owns such
Proprietary Information and that the Receiving Party
will not use such Proprietary Information: (a) for
any purpose other than the performance of its
obligations under this Agreement; or (b) for any
party other than the Supplying Party without the
Supplying Party's prior written consent; and
(ii) Agrees that it will maintain the Proprietary
Information in confidence from the date of receipt,
except for information which:
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* Portions of this document indicated by [***] have been
omitted and filed separately with the Commission.
(a) the Receiving Party can demonstrate was known to
it prior to disclosure hereunder otherwise than as a
result of previous confidential disclosure by the
Supplying Party; (b) at the time of disclosure or
thereafter is in the public domain through no fault
or omission of the Supplying Party; (c) is acquired,
developed or received by the Receiving Party
independent of this Agreement and without the
assistance of the Supplying Party or the use of
Proprietary Information of the Supplying Party, as
can be evidenced by the Receiving Party's tangible
competent proof, such as written business or similar
records, provided that such information is not known
by the Receiving Party to be subject to another
confidentiality agreement with, or obligation of
secrecy to, the Supplying Party; or (d) disclosures
required by applicable law.
Upon the termination or expiration of this Agreement, each
Party shall return to the other Party any documents, logos,
products, or other materials supplied under this Agreement,
and any Proprietary Information.
8.2. CBT and OneLink hereby acknowledge that, in view of the
uniqueness of the business of CBT and OneLink, the Parties
may not have adequate remedies at law for money damages in
the event that this Section 8.1 has not been performed in
accordance with its terms by the other Party, and therefore
both Parties agree that the other shall be entitled to
specific performance of the terms of this Section 8 and such
equitable and injunctive relief as may be available to
restrain the other from the violation of the provisions of
this Section 8, in addition to any other remedy to which
either Party may be entitled, at law or in equity, for such
breach or threatened breach.
8.3. The provisions of this Section 8 shall survive the termination
or expiration of this Agreement for a period of one (1) year.
8.4. CBT [***]* CBT. Such [***]* shall be used by OneLink to
perform its obligations under this Agreement [***]*. [***]*.
8.5. Nothing in this agreement shall prohibit OneLink from
disclosing the existence of this agreement or its terms to a
third party in connection with a change in control by way of
sale of substantially all its assets, sale of stock, by merger
of otherwise.
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* Portions of this document indicated by [***] have been
omitted and filed separately with the Commission.
9. OWNERSHIP OF INTELLECTUAL PROPERTY
9.1. In the course of or as a result of performance under this
Agreement, any inventions, discoveries, adaptations, ideas,
specifications, functional requirements, business and
technical information, computer or other apparatus programs,
software, copyrightable material, documentation, trade
secrets, trademarks, and other ideas or knowledge related to
TeleSmart Data Services and Call Graphics Software, whether
written or not ("Intellectual Property"), originated,
discovered, or developed as part of this Agreement shall
belong to OneLink.
9.2. Unless specified otherwise in this Agreement, all other
intellectual property which is not Intellectual Property shall
belong to the Party that originated, discovered or developed
the such intellectual property.
10. INDEPENDENT CONTRACT - RELATIONSHIP OF THE PARTIES
The relationship between the Parties is that of an independent contractor. This
Agreement is not intended to create any other relationship of any kind,
including but not limited to an employer-employee relationship, joint venture,
dealership, distributorship, franchise, partnership or any other relationship of
any similar kind between CBT and OneLink. Except as expressly provided herein,
neither Party will have the authority to enter into an agreement for the other,
nor shall be obligated by any agreements, representations or warranties made by
the other to any person, nor with respect to any other action of the other, nor
shall either Party be responsible for any damage to any person or entity or
their property caused by the other Party's action, failure to act, negligence,
or willful conduct.
11. PUBLICITY
Neither Party shall disclose the terms and conditions or rates contained herein
to any third Party without prior written consent except disclosures required by
applicable laws.
12. TERMINATION
Notwithstanding any other provisions hereof, either Party may terminate this
Agreement:
12.1. [***]* ;
12.2. By written notice to the other Party, effective immediately
upon such notice, on the happening of any one or more of the
following events:
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* Portions of this document indicated by [***] have been
omitted and filed separately with the Commission.
(a) Any payment due from the other Party shall be in
arrears and unpaid for a period of forty-five (45)
days after the same shall have become due and
payable;
(b) The other Party shall be in default under any term or
condition of this Agreement and shall have failed to
cure the same within thirty (30) days after it shall
have been served with notice of default in writing;
(c) The commencement of voluntary or involuntary
proceedings under any bankruptcy, reorganization or
similar laws of any jurisdiction by or against the
other Party, or if any order shall be made or any
resolution passed for the winding up, liquidation or
dissolution of the other Party, or if a receiver be
appointed for it or its property, or if any of its
goods or properties shall be taken in execution; or
(d) If this Agreement [***]* . The exercise of any
rights under this Section 12 will be without
prejudice to any other rights the terminating Party
may have at law or in equity, under this Agreement
or otherwise. The termination of this Agreement,
standing alone, will not give rise to any rights or
claims for compensation or damages, including loss
of profits, goodwill or otherwise, by the other
party.
(e) In the event that CBT has exercised its right to
terminate this Agreement under paragraph 12 hereof,
on the date of termination CBT shall pay to OneLink,
[***]* : (i) any unpaid invoices then outstanding,
and (ii) [***]*
Without limiting the foregoing, after the effective date of termination OneLink
shall discontinue to use in any manner any trademark, trade name, slogan, label,
title or insignia now or hereafter adopted by CBT or any of its affiliates; and
(ii) shall return to CBT at CBT's expense all documents, logos, products and
other information in the possession or control of OneLink that belongs to CBT or
any of its affiliates that was supplied to OneLink by CBT during the term of
this Agreement.
13. NOTICES
All notices or other communications provided for by this Agreement shall be made
in writing and shall be deemed properly delivered (i) when delivered personally;
or (ii) by the mailing of such notice to the parties entitled thereto,
registered or certified mail, postage prepaid to the parties at their address
set forth below:
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* Portions of this document indicated by [***] have been
omitted and filed separately with the Commission.
If To CBT: If To OneLink:
Cincinnati ▇▇▇▇ Telephone OneLink Communications, Inc.
Attn: Contract Manager Attn: President
102-260 ▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
14. [***]*
[***]*
15. [***]*
16. INDEMNIFICATION
16.1. OneLink agrees to indemnify, defend and hold harmless CBT, its
affiliated companies, directors, agents, employees and
independent contractors from and against any liability,
damage, loss, costs or expense (including reasonable
attorney's fees, expert witness fees and disbursements)
resulting from third party claims made or suits brought
against CBT arising from or related in any way to OneLink's
misuse or improper disclosure of any Customer Proprietary
Network Information provided by CBT to OneLink, intentional
misconduct, gross negligence or actions outside the scope of
this Agreement which constitute a breach of this Agreement.
16.2. CBT agrees to indemnify, defend and hold harmless OneLink, its
affiliated companies, directors, agents, employees and
independent contractors from and against any liability,
damage, loss, costs or expense (including reasonable
attorney's fees, expert witness fees and disbursements)
resulting from third party claims made or suits brought
against OneLink arising from or related in any way to CBT's
intentional misconduct, gross negligence or actions outside
the scope of this Agreement and all damages and costs
(including but not limited to shipping costs) resulting from
OneLink action based on CBT transmission of incorrect shipping
information.
NOTWITHSTANDING THE FOREGOING, CBT AND ONELINK AGREE THAT IN
NO EVENT SHALL CBT OR ONELINK BE LIABLE TO ANY PARTY FOR, OR
RESPONSIBLE FOR INDEMNIFICATION OF THE OTHER PARTY TO THIS
AGREEMENT IN AN AMOUNT TO EXCEED $250,000 OR FOR SPECIAL,
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* Portions of this document indicated by [***] have been
omitted and filed separately with the Commission.
INCIDENTAL, CONSEQUENTIAL, PUNITIVE, STATUTORY OR EXEMPLARY
DAMAGES FOR LOST PROFITS, REVENUE, USE OR SALES, INJURY TO
PERSON OR PROPERTY OR ANY OTHER INCIDENTAL OR CONSEQUENTIAL
LOSS, EVEN IF CBT OR ONELINK IS NOTIFIED OF THE POSSIBILITY
THAT SUCH DAMAGE MAY OCCUR. ONELINK DISCLAIMS ALL LIABILITY,
WHETHER IN CONTRACT, TORT, WARRANTY, OR OTHERWISE, TO ANY
PARTY OTHER THAN CBT EXCEPT, THAT LIABILITY SET FORTH HEREIN.
17. INFRINGEMENT
Each Party hereto warrants that the services provided for in this Agreement
shall not violate or infringe any valid trademarks, service marks, patents
and/or copyrights held by third parties and undertakes that it shall defend,
indemnify and hold harmless, the other Party, its agents, distributors,
officers, directors, employees, shareholders, successors and assigns, and each
of them, from and against any and all claims, actions and suits, whether
groundless or otherwise, and from and against any and all liabilities,
judgments, losses, damages, costs, charges, attorneys fees, and other expenses
of every nature and character by reason of such violation or infringement.
18. INSURANCE
With respect to work performed in connection with this Agreement, OneLink agrees
to maintain during the term of this Agreement, all insurance and/or bonds
required by law or this Agreement, including: (1) Worker's Compensation and
related insurance to the extent that it is prescribed by the law of the state in
which the work is performed; (2) employer's liability insurance with limits of
at least $1,000,000 for each occurrence; and (3) comprehensive general liability
insurance including contractual liability each with limits of at least
$1,000,000 for bodily injury, including death to any one person, and one million
dollars $1,000,000 on account of any one occurrence and $1,000,000 for each
occurrence of property damage.
19. CHOICE OF LAW
This Agreement shall be governed by and interpreted exclusively in accordance
with the laws of the State of Ohio, U.S.A.
20. NON SOLICITATION OF EMPLOYEES
During the Term of this Agreement, and for a period of twelve (12) months
thereafter, neither party, without the prior written permission of the other
Party, CBT or its agent shall not directly or indirectly solicit full-time
employees of OneLink whose primary responsibilities are the performance of
software development and provisioning of Services under this Agreement.
Solicitation shall not include responding to inquiries by such employees or
advertisement of employment opportunities in newspapers and trade publications.
21. FORCE MAJEURE
Neither Party shall be responsible for delays or failures in performance
resulting from unforeseeable acts beyond the reasonable control of such Party
which could not have been prevented in the exercise of due care. Such acts shall
include, but not be limited to, acts of God, strikes, lockouts, riots, acts of
war, epidemics, governmental regulations, fire, communication line failures,
power failures, earthquakes or other disasters or other similar causes beyond
its control ("Force Majeure Conditions"). If any Force Majeure Condition occurs,
the Party delayed or unable to perform shall give immediate notice to the other
Party affected by the other's delay or inability to perform. The affected Party,
in the event such Force Majeure Condition causes performance to be delayed for
more than ten (10) business days may elect to: (1) terminate this Agreement; (2)
suspend this Agreement for the duration of the Force Majeure Condition; or (3)
resume performance under this Agreement once the Force Majeure Condition ceases
with option for the affected Party to extend the period of this Agreement up to
the length of time the Force Majeure Condition existed. Unless written notice is
given within thirty (30) days after the affected Party is notified of the Force
Majeure Condition, option (3) herein shall be deemed selected.
22. ARBITRATION
Any dispute among the parties hereto shall be resolved in accordance with the
arbitration provisions of this Section 21.
Any controversy or claim arising out of or related to this Agreement may be
referred by either party to arbitration to be conducted in Cincinnati, Ohio
pursuant to the Rules of Arbitration of the American Arbitration Association
("AAA"), as presently in force, by one or more arbitrators appointed in
accordance with said Rules. Any arbitration award shall be the sole and
exclusive remedy between the parties and shall be final and binding upon them.
Judgment upon any award rendered in such arbitration may be entered in any court
having jurisdiction thereof. Either party requesting arbitration under this
Agreement shall make a written demand therefore on the other party by registered
mail with a copy to the AAA.
23. SEVERABILITY
In case any one or more of the provisions of this Agreement is held to be
invalid, illegal or unenforceable in any respect, such invalidity, illegality or
other unenforceable shall not affect any other provisions hereof, and this
Agreement shall be construed as if such invalid, illegal or unenforceable
provisions had never been contained herein.
24. ENTIRE AGREEMENT
This Agreement contains the entire agreement between the Parties hereto and
supersedes all prior and contemporaneous agreements, arrangements, negotiations
and understandings between the Parties hereto, relating to the subject matter
hereof. There are no other understandings, statements, promises or inducements,
oral or otherwise, contrary to the terms of this Agreement. No representations,
warranties, covenants or conditions, express implied, whether by statute or
otherwise, other than as set forth herein, have been made by any Party hereto.
25. CAPTIONS
Headings and captions are for the purpose of convenience and reference only and
are not to be construed as a part of this Agreement.
26. AMENDMENTS
This Agreement may be amended only by a written instrument specifically
referring to this Agreement signed on behalf of each Party.
27. WAIVER
The waiver of any term hereof shall be binding only when committed to writing.
No waiver, whether express or implied, shall be construed as a waiver of the
same or any other term, condition or right on any other occasion.
28. SIGNATURES
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly
executed as of the date first above written, such Parties acting by their
officers, being thereunto duly authorized.
ONELINK COMMUNICATIONS, INC. CINCINNATI ▇▇▇▇ TELEPHONE
By: By:
Printed Name: ▇▇▇▇ ▇▇▇▇▇▇ Printed Name: ▇▇▇▇ ▇▇▇▇
Title: President Title: Director - Purchasing & Contracting
Date: Date:
CINCINNATI ▇▇▇▇ TELEPHONE
Processing Fee Schedule
Attachment A
Guaranteed Minimum Monthly Records Fee per Record
[***]*
- Call records processed over the minimum will have an incremental per record
processing fee of[***]* .
[***]*
- [***]* (See Attachment B, Rate Schedule[***]* .
- CBT shall have the option to increase its monthly minimum per record call
processing guarantee at any point during the term of the contract.
- CBT will pay these invoices within thirty (30) days from date of each
invoice without penalty.
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* Portions of this document indicated by [***] have been
omitted and filed separately with the Commission.
CBT will also pay to OneLink on a thirty (30) day net basis after receipt of the
invoice the following fees:
[***]*
OTHER FEES
Archive Data Reports
Archive Data Reports (not to exceed seven (7) months[***]* . [***]* . [***]*.
All other costs will be included with customer support and built into any fees.
[***]*
[***]* .
[***]* .
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* Portions of this document indicated by [***] have been
omitted and filed separately with the Commission.
CINCINNATI ▇▇▇▇ TELEPHONE
Call Analysis
OneLink Contract Summary
Attachment B
[***]*
Rate Schedule
Excess Call Volume Rate
Monthly Volume In Rate Per
Level Call Volume Minimum Excess Of Call Record
[***]*
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* Portions of this document indicated by [***] have been
omitted and filed separately with the Commission.
CINCINNATI ▇▇▇▇ TELEPHONE
Functional Requirements Specification
Attachment C
2.0. Scope
2.0.1. This document provides the functional requirements for Call Flow
Analysis service. This document includes technical details regarding how CBT and
OneLink transfer data, and how data is managed, how data is prepared and
distributed to customers.
This document does not specify any of the [***]* . This
document does not specify [***]*.
2.1. Service Orders/Provisioning
2.1.1. OneLink shall work with CBT to develop [***]*. The data
interchange communications [***]*. Data format and data
transfer [***]*.
2.1.2. OneLink shall [***]*.
2.1.3. OneLink shall [***]*.
2.1.4. OneLink shall be [***]*. The system and/or operating
software [***]*. [***]*.
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* Portions of this document indicated by [***] have been
omitted and filed separately with the Commission.
2.2. Data
2.2.1.Access and Transfer
2.2.1.1. OneLink [***]*
2.2.1.2. OneLink shall [***]*.
2.2.1.3. The [***]* 2.2.1.4. OneLink's service bureau
operations shall not be accessible by anyone other than
OneLink and OneLink's approved agents.
2.2.1.5. Connection to the [***]*
2.2.1.6. [***]* .
2.2.1.7. OneLink and CBT shall insure [***]*.
2.2.1.8. Data shall be sent to OneLink on a daily basis with
transmissions occurring more frequently as needed and
mutually agreed upon by the Parties.
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* Portions of this document indicated by [***] have been
omitted and filed separately with the Commission.
2.2.2. [***]*
2.2.2.1. OneLink shall [***]*.
2.2.3. [***]*
2.2.3.1. [***]*
2.2.4. Quality
2.2.4.1. OneLink shall implement quality control processes
and test procedures to ensure that the output file
provided to customers match the data received from CBT.
Specific control processes shall be mutually agreed upon.
2.2.4.2. OneLink shall perform cleanliness and quality
control checks on the data received from CBT to
reasonably ensure that data sets are complete and all
duplicates are removed. Specific control processes shall
be mutually agreed upon.
2.2.4.3. When data sets are flagged as unclean or incomplete,
OneLink will notify CBT of the problem. Notification will
include a written statement of the problem, including
information regarding the affected lines. Contact names,
e-mail addresses and numbers TBD.
2.2.4.4. OneLink shall [***]*
2.2.4.5. Should CBT [***]*
2.2.5. Input File Content
2.2.5.1. Data will be [***]*
2.2.5.2. Data which [***]*
2.2.5.3. When a [***]* .
2.2.6. Output file content
2.2.6.1. OneLink will produce output files as follows: 1 [***]*.
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* Portions of this document indicated by [***] have been
omitted and filed separately with the Commission.
Additional fees will be charged for customers subscribing to
multiple output options.
2.2.6.2. [***]* .
2.2.6.3. OneLink will [***]*
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* Portions of this document indicated by [***] have been
omitted and filed separately with the Commission.
▇.▇.▇.▇▇▇▇▇▇▇▇/ [***]*
2.2.7.1. Only AUTHORIZED CBT employees and AUTHORIZED OneLink
employees or contracted representatives may [***]* .
2.2.7.2. [***]*
2.3. Product Delivery
2.3.1. The data file shall contain all of the processable data
supplied by CBT for the time period of the report. [***]*.
2.3.2. The [***]* .
2.3.3. OneLink shall [***]* .
2.3.4. The [***]* .
2.3.5. OneLink shall [***]*
2.3.6. [***]*
2.3.7. [***]* .
2.4. Fault Handling
2.4.1. The following steps are performed to increase the reliability
of the Call Flow Analysis service:
2.4.2. Data transfers between CBT and OneLink will be accomplished
using automated jobs directly to the external vendor's server.
2.4.3. If a data transfer fails [***]* .
2.4.4. [***]* .
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* Portions of this document indicated by [***] have been
omitted and filed separately with the Commission.
2.4.5. [***]*
2.4.6. If the AIN network should fail for ANY REASON which directly
impacts the performance of the AIN Call Flow Analysis Service, OneLink
will be notified [***]* . [***]*
2.4.7. Failure notification will be followed with specification from
CBT on how to manage any data impacting problems. Such problems include
but are not limited to AIN platform failures, faulty network
connections, database addressing problems, etc.
2.5. Support
2.5.1. Definitions
The following capitalized terms used in this section shall have the
following meanings:
"Priority 1 Error" (or "Emergency") shall mean the Service or Software is
unusable, produces incorrect results, or fails catastrophically in
response to internal errors, user errors, incorrect input files, or
incompatibility. The Service or Software does not perform most of its
documented functions. Performance is materially degraded.
"Priority 2 Error" (or "Detrimental") shall mean the Service or Software is
usable, performs most, but not all of its documented functions.
"Priority 3 Error" (or "Inconvenient") shall mean the Service or Software is
usable but due to an Error does not provide the function in the most
convenient way.
2.5.2. Services Provided
OneLink agrees to provide the services with respect to the Service:
2.5.2.1. OneLink agrees to maintain the Service in all material
respects in conformity with the Functional Requirements.
OneLink shall correct all Errors discovered by CBT, OneLink, a
test participant, or subscriber/user. If CBT [***]* :
[***]* 2.5.3. Support for CBT Personnel
2.5.3.1. Call Handling Support OneLink shall provide a phone-in
service for Error Report and resolution and general support
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* Portions of this document indicated by [***] have been
omitted and filed separately with the Commission.
with qualified and trained personnel. Such phone-in services
shall be available [***]*
2.5.3.2. [***]* .
2.5.3.3. All calls shall be handled with a high degree of respect
and professionalism. Complaints from CBT personnel, or
received by CBT personnel will be documented and reported to
OneLink.
2.5.3.4. OneLink shall provide [***]* support to resolve process
critical problems for internal CBT contacts. OneLink will not
carry a full staff during off hours. [***]*.
2.5.4. Support for CBT Customers
2.5.4.1. [***]* ,[***]* .
2.6. Call Graphics Software
▇.▇.▇.▇▇▇▇▇▇
2.6.1.1. OneLink's Call Graphics Software shall allow CFA
customers to [***]* 2.6.1.2. The initial release of the
Call Graphics Software shall be designed as a single user
software package to run under Microsoft Windows 95(TM) or
Microsoft Windows NT(TM) operating systems.
[***]*.
2.6.1.3. Customers shall be able [***]*
2.7. [***]* CBT Customers
2.7.1. OneLink will be responsible [***]* .
2.7.2. OneLink will provide [***]* .
2.7.3. OneLink will provide capability [***]*
2.7.4. OneLink will be required [***]* .
2.7.5. [***]* .
2.7.6. OneLink will [***]*.
2.7.7. The [***]*.
-------------------------------------
* Portions of this document indicated by [***] have been
omitted and filed separately with the Commission.
2.8. Service Enhancements
2.8.1. Report Enhancement - OneLink shall make enhancements to
currently offered reports at CBT's request with a mutually
agreed upon timeframe. [***]*
2.8.2. Additional Report Information - OneLink shall add additional
information provided by CBT to customer reports at a mutual
agreeable cost and timeframe, representing time and
development expenses incurred, with such expenses passed
through to the customer at a price point mutually acceptable
to the parties.
2.8.3. Enhancements to Call Graphics Software. - OneLink shall make
enhancements to the software at CBT's request. Expenses for
agreed upon enhancements and timelines shall be mutually
agreed upon by the parties.
-------------------------------------
* Portions of this document indicated by [***] have been
omitted and filed separately with the Commission.
CINCINNATI ▇▇▇▇ TELEPHONE
[***]*
Attachment D
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* Portions of this document indicated by [***] have been
omitted and filed separately with the Commission.
