EXHIBIT 10.45
[LOGO OF FRONTIER APPEARS HERE]
CARRIER SERVICES SWITCHLESS AGREEMENT
BETWEEN
FRONTIER COMMUNICATIONS OF THE WEST, INC.
AND
EQUAL NET
CONFIDENTIAL
THIS DOCUMENT SHALL BE
CONSIDERED NULL AND VOID IF
FRONTIER DOES NOT RECEIVE
AN EXECUTED ORIGINAL WITHIN
20 DAYS FROM THE DATE
OF THIS AGREEMENT
TABLE OF CONTENTS
Section
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1. Services
2. Term Of The Agreement
3. Billing And Payment
4. Billing Disputes
5. Termination Rights
6. Taxes And Assessments
7. Warranties And Limitation Of Liability
8. Indemnification
9. Representation
10. Force Majeure
11. Waivers
12. Assignment
13. Confidentiality
14. Integration
15. Construction
16. Governing Law
17. Notices
18. Counterparts
19. Compliance With Laws
20. Third Parties
21. Survival Of Provisions
22. Unenforceable Provisions
EXHIBITS
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Exhibit A General And Service Definitions
Exhibit B Ancillary Fee Schedule
Exhibit C Call Detail Records; Order Processing Procedures; Letter Of Agency
Requirements
Exhibit D Frontier Access Direct - Dedicated Carrier Termination Schedule
Exhibit D(a) Frontier Access Direct - Carrier Domestic Termination Service
Exhibit D(b) Carrier Termination International Service
Exhibit D(c) Frontier Access Direct - Carrier 800 Transport Service
Exhibit E Frontier Access Direct - National Origination Service Switched
Outbound Service
Exhibit F Frontier Access Direct - National Origination Service Switched &
Dedicated Inbound 800 Service
Exhibit G Frontier Access Direct - National Origination Service Dedicated
Outbound Service
Exhibit H National Origination Service Switched International Service
Exhibit H(a) National Origination Service Dedicated International Service
Exhibit I InterLink Calling Card Services Schedule
Exhibit I(a) InterLink Calling Card Service
Exhibit I(b) InterLink Originating International Service
Exhibit I(c) InterLink Terminating International Service
Exhibit J 800 PIN Service
Exhibit K Private Line Services Schedule
Exhibit L Network Interconnection Schedule
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CARRIER SERVICE AGREEMENT
(Switchless)
This Carrier Service Agreement ("AGREEMENT") is entered into between the
provider of service, Frontier Communications of the West, Inc. f/k/a West Coast
Telecommunications, Inc. on behalf of itself and its affiliates ("FRONTIER"), a
California corporation located at ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ and Equal
Net ("EQUAL NET" or "PURCHASER"), a Delaware corporation with its principal
place of business located at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
(hereinafter, Frontier and Equal Net may be referred to in the aggregate as
"PARTIES", and each singularly as a "PARTY".)
PURPOSE
The Parties are telecommunications carriers subject to the Communications Act of
1934, as amended, as well as the Telecommunications Act of 1996. Equal Net
desires to purchase network transport and other telecommunication services from
Frontier for Equal Net's resale to its business and residential customers. The
Parties agree as follows:
1. SERVICES:
(a) Frontier shall, in accordance with this Agreement, provide to Equal
Net those services Equal Net subscribes to hereunder as defined and
identified herein and on exhibits, schedules and other attachments
appended hereto and made a part of this Agreement from time-to-time by
the Parties (collectively, the "SCHEDULES"). All such services being
provided under the Schedules are collectively referred to as the
"SERVICES".
(b) Equal Net shall provide Frontier with a forecast covering a good faith
estimate based on historical information (if available) of the monthly
traffic volume and geographic distribution for an ordered Service.
The estimate will be for the 3 calendar month period following the
desired activation date in a format supplied or approved by Frontier.
Frontier may request updated forecasts on a reasonable basis.
Forecasts do not constitute a binding commitment on the part of Equal
Net. Provision of Services is contingent on availability of Frontier
facilities.
(c) Orders for Services will be transmitted and processed in accordance
with the procedures set out in Exhibit C attached hereto and made a
part hereof as the same may be modified from time to time by Frontier
upon written notice to Equal Net.
2. TERM OF THE AGREEMENT:
(a) INITIAL TERM: This Agreement is effective and the Parties'
obligations commence upon the date of execution by Frontier
("EFFECTIVE DATE") and continues in effect for a period of two (2)
years ("INITIAL TERM") from either the day Service is first utilized
by Equal Net (as determined by Frontier's records), or the 90th day
after the Effective Date, whichever date occurs first, such date known
as the "START OF SERVICE DATE".
(b) AUTOMATIC RENEWAL: This Agreement renews automatically for a 1 year
period at the expiration of the Initial Term, unless canceled in
accordance with the termination provisions of this Agreement
("SUBSEQUENT TERM"). Each Subsequent Term renews automatically for a
1 year period upon its expiration, unless canceled in accordance with
the termination provisions of this Agreement.
(c) CANCELLATION: Either Party may terminate this Agreement upon
expiration of a term upon written notice given at least 90 days prior
to expiration of the then current term.
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3. BILLING AND PAYMENT: Equal Net shall pay Frontier for the Services at the
rates and charges set out in the applicable Schedules. If Equal Net is
required to pay an initial cash deposit or provide other assurance of
payment, then Frontier is not obligated to begin accepting orders or
providing Service until the deposit or other assurance of payment is
received.
(a) Equal Net shall provide security in the form of a UCC-1 granting
Frontier security interest in Equal Net's existing and hereafter
acquired accounts, contract rights, chattel paper, account receivables
(including funds deposited into lock box and similar accounts) and
general intangibles, and all products and proceeds thereof, including
without limitation, call detail records, customer contracts, records
and lists and all causes of action for recovery or collection of the
foregoing (collectively, the "COLLATERAL") to the extent such
Collateral relates in any manner to Services being provided to Equal
Net or Equal Net's customers by Frontier. Equal Net shall execute any
documents reasonably required by Frontier to perfect the above
security interest.
(b) Frontier shall invoice Equal Net via facsimile on or about the fifth
Business Day after the close of each Billing Cycle for the Services
and for any other sums due Frontier ("INVOICE"). Each Invoice details:
(i) the amount due Frontier, or the credit due Equal Net, after a
reconciliation between the actual charges for the Services for the
prior Billing Cycle and any required pre-payment for the prior Billing
Cycle, and (ii) any other sums due Frontier. Except if Frontier has
agreed to a lock-box arrangement, in addition to the amounts under (i)
and (ii) above, the Invoice will provide for a pre-payment equal to 0%
of the actual charges for the Services for the prior Billing Cycle
(exclusive of any non-recurring charges). If Equal Net has submitted
a letter of credit that has an expiration date greater than 45 days
after the Invoice date, or a cash deposit, the pre-payment for a given
month will be reduced by the amount of such security (but to not less
than zero).
(c) Each Invoice shall be paid by Equal Net in immediately available US
funds so that the payment is received by Frontier no later than THIRTY
(30) calendar days from the date of the Invoice (the "DUE DATE").
Frontier agrees that (i) the Invoice date will be the same day the
Invoice is faxed to Equal Net, and (ii) the Invoice will be faxed on a
Business Day. Any Invoice not paid by the Due Date shall bear late
payment fees at the rate of 1-1/2% per month (or such lower amount as
maybe required by law) until paid.
(d) The Equal Net facsimile number and contact for purposes of this
Section 3. are ▇▇▇-▇▇▇-▇▇▇▇, Attention: ▇▇▇▇▇ ▇▇▇▇▇▇. Equal Net may
change the facsimile number and contact upon written notice to
Frontier.
(e) If Equal Net is delinquent in payment of an Invoice and Frontier does
not have security from Equal Net equal to Equal Net's prior month's
usage charges, Equal Net shall provide such additional security as
Frontier may reasonably request in writing.
(f) FRAUDULENT USAGE: Subject to the fraudulent usage provisions of the
Frontier InterLink Calling Card Services Schedule if applicable,
Frontier is not responsible for any fraudulent use of Service. Equal
Net is solely responsible for all Services' usage, fraudulent or
otherwise. Claims of fraudulent usage shall not constitute a valid
basis for dispute of an Invoice. Frontier will monitor End-User call
activity for suspected fraudulent use using the same procedures
Frontier uses for its own customers (except Frontier will contact
Equal Net in lieu of the End-User when investigating suspected
fraudulent use).
(g) Equal Net agrees to pay to Frontier any and all local exchange carrier
("LEC") assessed charges (other than access or other LEC charges
otherwise included under this Agreement) and governmentally imposed
charges levied upon Frontier as a result of Services provided to Equal
Net, such as but not limited to:
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(i) primary Interexchange carrier ("PIC") change and slamming related
charges under Exhibit C, Section III;
(ii) assessments by the National Exchange Carrier's Association, Inc.
(NECA) including but not limited to, the Universal Service
Fund/Lifeline Assistance (USF/LA), the Telecommunications Relay
Service (TRS) Fund, and other assessments as may be assessed by
NECA in the future relative to the Services; (Equal Net
understands that NECA charges are assessed on a per ANI basis for
Presubscribed End-User ANIs, whether such ANIs are active or
not);
(iii) assessments by regulatory agencies, including but not limited
to, the Federal Communications Commission (FCC) and state Public
Utility/Service Commissions;
(iv) charges or costs incurred by Frontier for FCC/PUC mandated
initiatives under the Telecommunications Act of 1996, or
otherwise, such as the "access reform" and "payphone dial-around
compensation" initiatives.
(v) when Frontier is acting as the RespOrg, National Administrative
Services Center assessments (including any monthly recurring
charges) for "800"/"888" service installation;
(vi) applicable charges set out in the Schedule of Ancillary Fees
attached hereto as Exhibit B and made a part hereof as the same
may be modified from time to time by Frontier upon written notice
to Equal Net.
(h) "TEXT REDACTED"
(i) Frontier may revise the rates and monthly recurring and other charges
in this Agreement and the Schedules at any time upon written notice to
Equal Net. Domestic rates will be effective within thirty days and
international/offshore rates will be effective within seven days of
the date of Frontier's written notice. Such notice to Frontier of
cancellation of a severable Service will be effective as of the date
specified by Equal Net, provided such date is not back dated. If the
effective rate for a Service is increased pursuant to this paragraph,
then Equal Net may cancel the Service subject to the rate increase
upon written notice to Frontier given within 30 days after Equal Net's
receipt of the rate increase notice. Cancellation of a Service under
this paragraph includes a pro-rata reduction in the Minimum Charge to
adjust for the Service being canceled. If a rate increase affects a
portion of a Service that is not severable from the entire Service
Equal Net shall not be able to cancel the affected portion, e.g.
domestic outbound switched service is not cancelable as a result of a
rate increase in directory assistance calls (DA cannot be separately
blocked); further, if the rate increase affects traffic to a
particular LATA or country, Equal Net may only cancel Service to the
particular LATA/country to the extent severable by Frontier.
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(j) Equal Net agrees that any make up to minimum charges, shortfall
charges and surcharges for which it is liable under this Agreement are
based on agreed upon minimum commitments on its part and corresponding
rate concessions on Frontier's part, and are not penalties or
consequential or other damages under Section 7.(b).
4. BILLING DISPUTES: The Parties agree that time is of the essence for
payment of all Invoices. Equal Net shall provide written notice and
supporting documentation for any good-faith dispute it may have with an
Invoice ("DISPUTE") within 60 Business Days after Equal Net's receipt. If
Equal Net does not report a Dispute within the 60 Business Day period,
Equal Net shall have waived its dispute rights for that Invoice. Equal Net
shall pay disputed amounts, subject to resolution of the Dispute. Frontier
will use reasonable efforts to resolve timely Disputes within 30 Business
Days after its receipt of the Dispute notice. If a Dispute is not resolved
within the 30 Business Day period to Equal Net's satisfaction, then at
Equal Net's request the Dispute will be referred to an executive officer of
Frontier. If the Dispute is not resolved within 15 Business Days after the
referral, then either Party may commence an action in accordance with
Section 16., provided that the prevailing Party in such action shall be
entitled to payment of its reasonable attorney fees and costs by the other
Party.
5. TERMINATION RIGHTS:
(a) REGULATORY CHANGES: If the FCC, a state PUC or a court of competent
jurisdiction issues a rule, regulation, law or order which has the
effect of canceling, changing, or superseding any material term or
provision of this Agreement (collectively, "REGULATORY REQUIREMENT"),
then this Agreement shall be deemed modified in such a way as the
Parties mutually agree is consistent with the form, intent and purpose
of this Agreement and is necessary to comply with such Regulatory
Requirement. Should the Parties not be able to agree on modifications
necessary to comply with a Regulatory Requirement within 30 days after
the Regulatory Requirement is effective, then upon written notice
either Party may, to the extent practicable, terminate that portion of
this Agreement impacted by the Regulatory Requirement.
(b) Either Party may terminate this Agreement upon the other Party's
insolvency, dissolution or cessation of business operations. Frontier
may, upon written notice, immediately terminate this Agreement for
Equal Net's failure to pay any delinquent Invoice, or to maintain any
other assurance of payment that may be required hereunder.
(c) In the event of a breach of any material term or condition of this
Agreement by a Party (other than a failure to pay which is covered
under (b) above), the other Party may terminate this Agreement upon 30
days written notice, unless the breaching Party cures the breach
during the 30 day period. A breach that cannot be reasonably cured
within a 30 day period may be addressed by a written waiver of this
paragraph signed by the Parties.
(d) Upon any material breach by Equal Net not cured after expiration of
all applicable notice and cure periods, Frontier may at its sole
option do any or all of the following:
(i) cease accepting or processing orders for Service and suspend
Service;
(ii) cease all electronically and manually generated information and
reports (including any CDR not paid for by Equal Net);
(iii) draw on any letter of credit, security deposit or other
assurance of payment and enforce any security interest provided
by Equal Net;
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(iv) terminate this Agreement and Service without liability to
Frontier;
(v) collect from Equal Net as liquidated damages an amount equal to
the Minimum Charge times the number of months remaining on the
unexpired term of this Agreement; and
(vi) pursue such other legal or equitable remedy or relief as may be
appropriate.
6. TAXES AND ASSESSMENTS:
Equal Net is responsible for the collection and remittance of all
governmental assessments, surcharges and fees pertaining to its resale
of the Services (other than taxes on Frontier's net income)
(collectively, "TAXES"). Equal Net shall provide Frontier with, and
maintain, valid and properly executed certificate(s) of exemption for
the Taxes, as applicable.
7. WARRANTIES AND LIMITATION OF LIABILITY:
(a) Service shall be provided by Frontier in accordance with the
applicable technical standards established for call transport by the
telecommunications industry. Frontier shall provide Service in a
quality and diligent manner consistent with service Frontier provides
to its other customers via a digital fiber optic network with SS7
signaling (where available). FRONTIER MAKES NO OTHER WARRANTY, EXPRESS
OR IMPLIED, WITH RESPECT TO TRANSMISSION, EQUIPMENT OR SERVICE
PROVIDED HEREUNDER, AND EXPRESSLY DISCLAIMS ANY WARRANTY OF
MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR FUNCTION.
(b) In no event shall either Party be liable to the other Party for
incidental and consequential damages, loss of goodwill, anticipated
profit, or other claims for indirect damages in any manner related to
this Agreement or the Services.
8. INDEMNIFICATION:
Each Party shall defend and indemnify the other Party and its directors,
officers, employees, representatives and agents from any and all claims,
taxes, penalties, interest, expenses, damages, lawsuits or other
liabilities (including without limitation, reasonable attorney fees and
court costs) relating to or arising out of (i) acts or omissions in the
operation of its business, and (ii) its breach of this Agreement; provided,
however, Frontier shall not be liable and shall not be obligated to
indemnify Equal Net, and Equal Net shall defend and indemnify Frontier
hereunder, for any claims by any third party, including End-Users, with
respect to services provided by Equal Net which may incorporate any of
Frontier's services.
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9. REPRESENTATION:
The Parties acknowledge and agree that the relationship between them is
solely that of independent contractors. Neither Party, nor their respective
employees, agents or representatives, has any right, power or authority to
act or create any obligation, express or implied, on behalf of the other
Party.
10. FORCE MAJEURE:
Other than with respect to failure to make payments due hereunder, neither
Party shall be liable under this Agreement for delays, failures to perform,
damages, losses or destruction, or malfunction of any equipment, or any
consequence thereof, caused or occasioned by, or due to fire, earthquake,
flood, water, the elements, labor disputes or shortages, utility
curtailments, power failures, explosions, civil disturbances, governmental
actions, shortages of equipment or supplies, unavailability of
transportation, acts or omissions of third parties, or any other cause
beyond its reasonable control.
11. WAIVERS:
Failure of either Party to enforce or insist upon compliance with the
provisions of this Agreement shall not be construed as a general waiver or
relinquishment of any provision or right under this Agreement.
12. ASSIGNMENT:
Neither Party may assign or transfer its rights or obligations under this
Agreement without the other Party's written consent, which consent may not
be unreasonably withheld, except that Frontier may assign this Agreement to
its parent, successor in interest, or an affiliate or subsidiary without
Equal Net's consent. Any assignment or transfer without the required
consent is void.
13. CONFIDENTIALITY:
(a) Each Party agrees that all information furnished to it by the other
Party, or to which it has access under this Agreement, shall be deemed
the confidential and proprietary information or trade secrets
(collectively referred to as "PROPRIETARY INFORMATION") of the
Disclosing Party and shall remain the sole and exclusive property of
the Disclosing Party (the Party furnishing the Proprietary Information
referred to as the "DISCLOSING PARTY" and the other Party referred to
as the "RECEIVING PARTY"). Each Party shall treat the Proprietary
Information and the contents of this Agreement in a confidential
manner and, except to the extent necessary in connection with the
performance of its obligations under this Agreement, neither Party may
directly or indirectly disclose the same to anyone other than its
employees on a need to know basis and who agree to be bound by the
terms of this Section, without the written consent of the Disclosing
Party.
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(b) The confidentiality of obligations of this Section do not apply to any
portion of the Proprietary Information which is (i) or becomes public
knowledge through no fault of the Receiving Party; (ii) in the lawful
possession of Receiving Party prior to disclosure to it by the
Disclosing Party (as confirmed by the Receiving Party's records);
(iii) disclosed to the Receiving Party without restriction on
disclosure by a person who has the lawful right to disclose the
information; or (iv) disclosed pursuant to the lawful requirements or
formal request of a governmental agency. If the Receiving Party is
requested or legally compelled by a governmental agency to disclose
any of the Proprietary Information of the Disclosing Party, the
Receiving Party agrees that it will provide the Disclosing Party with
prompt written notice of such requests so that the Disclosing Party
has the opportunity to pursue its legal and equitable remedies
regarding potential disclosure.
(c) Each Party acknowledges that its breach or threatened breach of this
Section may cause the Disclosing Party irreparable harm which would
not be adequately compensated by monetary damages. Accordingly, in
the event of any such breach or threatened breach, the Receiving Party
agrees that equitable relief, including temporary or permanent
injunctions, is an available remedy in addition to any legal remedies
to which the Disclosing Party may be entitled.
(d) Neither Party may use the name, logo, trade name, service marks, trade
marks, or printed materials of the other Party, in any promotional or
advertising material, statement, document, press release or broadcast
without the prior written consent of the other Party, which consent
may be granted or withheld at the other Party's sole discretion.
14. INTEGRATION:
This Agreement and all Exhibits, Schedules and other attachments
incorporated herein, represent the entire agreement between the Parties
with respect to the subject matter hereof and supersede and merge all prior
agreements, promises, understandings, statements, representations,
warranties, indemnities and inducements to the making of this Agreement
relied upon by either Party, whether written or oral.
15. CONSTRUCTION:
The language used in this Agreement is deemed the language chosen by the
Parties to express their mutual intent. No rule of strict construction
shall be applied against either Party.
16. GOVERNING LAW:
This Agreement is subject the laws of New York, excluding its choice
of law principles. The Parties agree that any action to enforce or
interpret the terms of this Agreement shall be instituted and maintained
only in the Federal Court for the Western District of New York, or if
jurisdiction is not available in the Federal Court, then a state court
located in Rochester, New York. Equal Net hereby consents to the
jurisdiction and venue of such courts and waives any right to object to
such jurisdiction and venue.
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17. NOTICES:
All notices, including but not limited to, demands, requests and other
communications required or permitted hereunder (not including Invoices)
shall be in writing and shall be deemed to be delivered when actually
received, whether upon personal delivery or if sent by facsimile, mail or
overnight delivery. All notices shall be addressed as follows, or to such
other address as each of the Parties hereto may notify the other:
Frontier Communications of the West, Inc. Equal Net
ATTN: ▇▇▇▇▇ ▇. ▇▇▇▇▇, Mgr. Contract Svcs. ATTN: ▇▇▇▇▇ ▇▇▇▇▇▇, Vice
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇, VP Carrier Svcs. President Network
▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ #▇▇▇-▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Facsimile #▇▇▇-▇▇▇-▇▇▇▇
18. COUNTERPARTS:
This Agreement may be executed in several counterparts, each of which
shall constitute an original, but all of which shall constitute one and the
same instrument.
19. COMPLIANCE WITH LAWS:
During the term of this Agreement, the Parties shall comply with all
local, state and federal laws and regulations applicable to this Agreement
and to their respective businesses. Further, each Party shall obtain, file
and maintain any tariffs, permits, certifications, authorizations, licenses
or similar documentation as may be required by the FCC, a state Public
Utility or Service Commission, or any other governmental body or agency
having jurisdiction over its business. Upon request, a Party will supply
copies of such permits, certifications, authorizations, licenses and
similar documentation.
20. THIRD PARTIES:
The provisions of this Agreement and the rights and obligations
created hereunder are intended for the sole benefit of Frontier and Equal
Net, and do not create any right, claim or benefit on the part of any
person not a Party to this Agreement, including End-Users.
21. SURVIVAL OF PROVISIONS:
Any obligations of the Parties relating to monies owed, as well as
those provisions relating to confidentiality, assurances of payment,
limitations on liability and indemnification, survive termination of this
Agreement.
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22. UNENFORCEABILITY OF PROVISIONS:
The illegality or unenforceability of any provision of this Agreement
does not affect the legality or enforceability of any other provision or
portion. If any provision or portion of this Agreement is deemed illegal
or unenforceable for any reason, there shall be deemed to be made such
minimum change in such provision or portion as is necessary to make it
valid and enforceable as so modified. This Agreement is voidable by
Frontier if modified by Equal Net without the written or initialed consent
of a Frontier Vice President.
By its signature below, each Party acknowledges and agrees that sufficient
allowance has been made for review of this Agreement by respective counsel and
that each Party has been advised as to its legal rights, duties and obligations
under this Agreement.
FRONTIER COMMUNICATIONS OF THE WEST, INC. EQUAL NET
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ 6/30/98 By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
---------------------------------------- ---------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇, Vice President ▇▇▇▇▇ ▇▇▇▇▇▇, Vice President
Frontier Carrier Services Group Network Operations
Date: 6/30/98 Date: 6/22/98
------------------------------------- --------------------------
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Exhibit A
Page 1 of 2
GENERAL DEFINITIONS
(Not otherwise defined in the body of the Agreement or the Schedules)
1. FRONTIER 800 NUMBERS are 800/888 telephone numbers ordered onto the
Frontier network by Equal Net and for which Frontier has either (i) been
appointed the RespOrg, or (ii) reserved and issued the 800 telephone number
to Equal Net. Frontier shall be deemed to be the RespOrg for all 800/888
telephone numbers reserved and issued by it under (ii) above.
2. ANI is a telephone number.
3. BILLING CYCLE is the Frontier billing cycle to which Equal Net's account
hereunder is assigned by Frontier (a full billing cycle equals
approximately 30 days of Services usage).
4. BUSINESS DAY is Monday through Friday, 8:30 a.m. to 5:30 p.m. Detroit, MI
local time, excluding nationally recognized holidays. Unless otherwise
stated, "DAYS" refers to calendar days.
5. PRESUBSCRIBED means that an End-User has been assigned to Frontier's
network via Frontier's CIC.
6. CARRIER 800 NUMBERS are 800/888 telephone numbers ordered onto the Frontier
network by Equal Net for which a party other than Frontier or Equal Net has
been appointed the RespOrg.
7. CODE is a calling card authorization number used to access the Calling Card
Services.
8. CDR means call detail records and CDR TAPE is a magnetic tape containing
CDR.
9. EQUAL NET 800 NUMBERS are 800/888 telephone numbers ordered onto the
Frontier network by Equal Net for which Equal Net has been appointed the
RespOrg.
10. END-USERS are customers of Equal Net for which Equal Net has submitted an
order that has been accepted by Frontier during the term of this Agreement.
To the extent that Equal Net subscribes to the Services for its own use,
Equal Net is deemed to be an End-User.
11. 800 NUMBERS collectively refers to the Frontier 800 Numbers, Carrier 800
Numbers, Equal Net 800 Numbers and PIN 800 Numbers.
12. GUIDELINES refer to the telecommunications industry's general rules with
respect to 800/888 number portability, including but not limited to, (i)
the Federal Communications Commission's ("FCC") 800/888 (and other toll-
free) number portability policies and rules, (ii) the SMS 800 requirements
set forth in the ▇▇▇▇ Operating Companies' Tariff FCC No. 1, and (iii) the
800 DataBase Ad-Hoc Committee's Guidelines for 800 DataBase, as all of the
foregoing may be replaced or modified from time to time.
13. PIN 800 NUMBERS are Frontier 800 Numbers assigned to Equal Net for use with
the 800 PIN Service.
14. RESPORG is a responsible organization as defined in the Guidelines. A
RespOrg is the entity that is responsible for managing and administering
the account records in the 800 Service Management System DataBase.
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Exhibit A
Page 2 of 2
SERVICE DEFINITIONS/DESCRIPTIONS
1. CALLING CARD SERVICES consist of calling card traffic generated via Codes.
2. 800 PIN SERVICE consists of inbound Switched Services combined with a PIN
800 Number accessed via four digit personal identification numbers ("PIN
NUMBERS") used by End-Users ("0000", "4663", "9675" and "9999" are not
available as PIN Numbers). The use of the PIN Numbers with a PIN 800
Number permits multiple End-Users to utilize the same 800/888 telephone
number on an individual basis. 800 Directory Assistance is not available
with the 800 PIN Service.
3. NOS DEDICATED SERVICES consist of: (i) End-User switched outbound long
distance traffic delivered to a Frontier Point of Presence ("POP") via
dedicated facilities and terminated over the Frontier network, and (ii)
switched inbound 800/888 traffic generated via 800 Numbers which traffic
originates on the Frontier network and is terminated by Frontier onto Equal
Net's or an End-User's dedicated facilities.
4. DIRECTORY ASSISTANCE TRANSPORT consists of Frontier terminating calls made
by End-Users to directory providers for assistance in locating a non-800
Number. "800 DIRECTORY ASSISTANCE" consists of calls made to directory
providers for assistance in locating a Frontier 800 Number.
5. INBOUND SERVICES collectively refers to inbound traffic generated via any
of the other Services.
6. INTERNATIONAL SERVICES consist of international traffic generated via any
of the other Services.
7. SWITCHED SERVICES consist of switched inbound and outbound long distance
traffic generated by End-Users that originates and terminates on the
Frontier network.
8. DEDICATED CARRIER TERMINATION consists of switched outbound long distance
traffic delivered by Equal Net to a Frontier Point of Presence ("POP") via
dedicated facilities and terminated over the Frontier network.
9. NATIONAL ORIGINATION SERVICES ("NOS"): collectively includes the Switched
Services, the NOS Dedicated Services and related Inbound Services and
International Services.
10. DOMESTIC means the 48 contiguous United States.
11. OFF-SHORE means Alaska, Hawaii, Puerto Rico and the US Virgin Islands.
12. OPERATOR SERVICES: see Operator Services Schedule. Operator Services
specifically exclude calling card operator assistance calls made via
Codes, which are deemed to be part of the Calling Card Services.
13
EXHIBIT B
TEXT REDACTED
14
EXHIBIT C
Page 1 of 3
CALL DETAIL RECORDS
ORDER PROCESSING PROCEDURES
LETTER OF AGENCY REQUIREMENTS
I. Call Detail Records; End-User DataBase Access.
1. If Equal Net requires call detail records for usage of the Services
("CDR") it has the option of (i) receiving CDR on a monthly basis via
magnetic tape, and/or (ii) having access on a daily basis via
electronic data exchange.
2. If Equal Net elects option 1. (i), then on or about the fifth Business
Day following the end of a Billing Cycle, Frontier will deposit with
an overnight delivery service for delivery to Equal Net a CDR Tape in
the format established by Frontier. CDR Tapes rate the Services at
Frontier rates in effect at the time the Services were provided and
must be re-rated by Equal Net at its tariffed rates.
3. If Equal Net elects option 1. (ii), then Frontier will make CDR
available for Equal Net's access Monday through Saturday, excluding
nationally recognized holidays, for the prior period's traffic. Equal
Net's access to CDR will be via electronic data exchange ("ELECTRONIC
EXCHANGE") to either (i) Equal Net's designated mainframe computer via
the IBM Information Network ("IIN") via Network Data Mover ("NDM"), or
(ii) dedicated personal computer via Procomm+ software. Equal Net is
liable for all transmission charges together with the cost of Frontier
compatible hardware and software necessary at its location for use of
Electronic Exchange. Frontier will archive CDR for 8 Business Days.
4. At Equal Net's written request, Frontier will provide Equal Net access
to Equal Net's End-User records resident on Frontier's systems in
Michigan via remote access ("RDA") so that Equal Net may perform
limited record inquiries and updates on a "real-time" basis. RDA is
available with Electronic Exchange only. Equal Net agrees to comply
with such policies, procedures and security measures as Frontier may
reasonably establish from time to time for Equal Net's use of RDA.
Frontier reserves the right to immediately discontinue RDA by Equal
Net if Frontier determines in its reasonable business judgment that
Equal Net is using RDA or data obtained therefrom in a manner
detrimental to Frontier or in violation of the confidentiality
provisions of this Agreement.
II. Order Processing Procedures.
1. Orders for Service are transmitted in a format designated by Frontier
via Electronic Exchange. At the time Equal Net submits an order for
Service, Equal Net shall furnish Frontier with the name, billing and
service addresses and ANI of each Presubscribed End-User (the "END-
USER INFORMATION"). The End-User Information is required for LEC
account set-up, normal call processing and handling NXX level customer
service. The End-User Information is deemed to be Equal Net's
Proprietary Information in accordance with Section 13. of the
Agreement.
2. If the traffic volume of Services ordered by Equal Net is such that
Frontier reasonably determines that a delay in processing orders is
required, Frontier may delay order processing for such period of time
as Frontier deems reasonable under the circumstances. If any such
delays result in Equal Net being unable to meet a minimum usage
requirement under the Agreement, Frontier agrees to proportionally
reduce the minimum requirement during the period orders are so
delayed.
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EXHIBIT C
Page 2 of 3
3. Codes and End-User ANIs:
A. Codes for existing End-User ANIs will be activated within 5
Business Days of receipt by Frontier of complete and accurate
End-User Information. Codes requested with End-User ANI orders
will be activated when the ANI is activated.
B. Equal Net understands and agrees that activation of End-User ANIs
is contingent on the End-User Information associated with such
ANIs complying with LEC established criteria. Assuming receipt
of properly formatted End-User Information that complies with the
LEC established criteria, ANIs will generally be activated within
10 Business Days of receipt by Frontier of the End-User
Information. If the End-User Information does not comply with
LEC criteria, Frontier will return the same to Equal Net for
Equal Net's correction and resubmission.
4. 800 Numbers:
Subject to (i) the Guidelines, (ii) delays attributable to third
parties, and (iii) otherwise applicable provisions of the Agreement,
800 Numbers will be activated and confirmed by Frontier within 2
Business Days of receipt by Frontier of a proper order in accordance
with the order processing requirements set forth below.
A. Orders must be submitted via Frontier established procedures and
formats and must include: (i) a letter of authorization if
Frontier is being appointed the RespOrg, and (ii) the End-User
Information for each 800 Number, including the ANI translation
for each 800 Number.
B. Equal Net may request that Frontier reserve a specific Frontier
800 Number on behalf of Equal Net at the charge set out in
Exhibit B. Frontier will either confirm reservation or indicate
unavailability within 2 Business Days of its receipt of the
request.
C. If Frontier has reserved a Frontier 800 Number for Equal Net and
Equal Net does not order activation of the reserved number in
accordance with item (a) above within 10 Business Days from the
date Frontier confirms the reservation, the reserved number will
be assigned to the Frontier pool of 800 numbers and be available
to Frontier for its own business purposes.
5. If the End-User Information or any other necessary order information
submitted by Equal Net is incomplete or inaccurate, Frontier will
return the same to Equal Net for correction and resubmission.
6. Service Cancellation: Frontier will, at Equal Net's request and at
Equal Net's sole risk and liability, block or cancel all or a portion
(to the extent permitted by its systems) of an End-User's Service(s).
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EXHIBIT C
Page 3 of 3
III. Letter of Agency Requirements.
Equal Net is responsible for obtaining and maintaining valid letters of
agency from prospective End-Users in accordance with the following:
1. Frontier acknowledges that at times Equal Net may obtain prospective
End-Users through telemarketing and tape recorded third party
verifications in accordance with FCC Guideline Subpart K section
64.1100 (c) as the same may be amended, interpreted or clarified
("VERBAL LOA"). Equal Net understands that some LECs will not accept
Verbal LOAs as valid authorization for a change of long distance
carriers and agrees that for prospective End-Users located in such
LECs' jurisdictions it will use Written LOAs. When Equal Net uses
written letters of agency ("WRITTEN LOAS") for prospective End-Users
it shall use a format that complies with FCC Guideline Subpart K
section 64.1150 as the same may be amended, interpreted or clarified.
Equal Net shall retain all Verbal LOA tapes and transcripts and
Written LOAs used and promptly make the originals available upon the
request of Frontier, a LEC or any regulatory agency.
2. Equal Net agrees that a Verbal LOA may be used to presubscribe a
prospective End-User to Frontier, but that the Verbal LOA will not be
accepted by Frontier as documentation with respect to any PIC or
"slamming" claims. Except as it may otherwise agree in writing,
Frontier is not obligated to "work" PIC disputes with respect to
"slamming" or similar claims from End-Users or prospective End-Users.
Frontier will refer LEC inquiries, and pass through any LEC charges
imposed on Frontier for such claims, directly to Equal Net, including
without limitation, PIC charges or any other charges and penalties
imposed by a LEC or regulatory agency (collectively, "PIC CHARGES"),
with respect to such claims. PIC Charges will be billed to Equal Net
periodically on an Invoice. Verbal LOAs and Written LOAs are
collectively referred to as "LOAS". EQUAL NET SHALL DEFEND AND
INDEMNIFY FRONTIER AGAINST ANY AND ALL CLAIMS, INCLUDING WITHOUT
LIMITATION, ANY END-USER, LEC OR REGULATORY AGENCY CLAIMS (INCLUDING
"SLAMMING CLAIMS"), ARISING FROM OR RELATED TO EQUAL NET'S USE OR
FAILURE TO USE OR PROVIDE VALID LOAS.
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EXHIBIT D
Page 1 of 2
FRONTIER ACCESS DIRECT
DEDICATED CARRIER TERMINATION SCHEDULE
Unless otherwise stated, domestic calls are measured in 6 second increments
after a 6 second minimum and international calls in 6 second increments after a
30 second minimum.
Dedicated Termination Service:
1. For domestic and international traffic (including Directory Assistance
Transport) originating from Equal Net's switch, Equal Net shall pay the
applicable rates set out in the attached pricing schedules.
2. Each DS-1 circuit interconnecting Equal Net to one of the Frontier POPs set
out in the attached Network Interconnections Schedule has a monthly minimum
usage requirement of 100,000 minutes. Frontier may add or delete a POP at
any time upon written notice. If a DS-1 circuit experiences a minimum
shortfall over two consecutive Billing Cycles, Frontier may provide Equal
Net with written notice of such fact and of Frontier's intent to disconnect
the under-minimum circuit if the minimum is not attained by the Billing
Cycle commencing after the date the notice is received. Equal Net shall
reimburse Frontier for any termination fees or charges paid by Frontier to
the circuit provider for early disconnection of such circuit.
3. Equal Net shall be responsible, at its sole expense, for all ordering of,
and charges for, dedicated facilities and equipment required to maintain
access, interconnection and interface with Frontier's equipment and
network.
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EXHIBIT D
Page 2 of 2
GATEWAY CARRIER SERVICE
LATA GATEWAY TABLE
NORTHEAST SOUTHEAST MIDWEST SOUTHWEST WEST
------------------------------------------------------------------------------------------
120 420 234 532 486 638
122 422 254 534 488 648
124 424 256 620 490 650
126 428 320 624 492 652
128 430 322 626 526 654
130 432 324 628 528 666
132 434 325 630 530 668
133 436 326 632 536 670
134 438 330 634 538 672
136 440 332 635 540 674
138 442 334 636 542 676
140 444 336 640 544 720
220 446 338 644 546 721
222 448 340 646 548 722
224 450 342 922 550 724
226 452 344 923 552 726
228 454 346 924 554 728
230 456 348 932 556 730
232 458 350 937 558 732
236 460 352 938 560 734
238 464 354 958 562 736
240 468 356 976 564 738
242 470 358 977 566 740
244 472 360 978 568 832
246 474 362 570 834
248 476 364 656 960
250 477 366 658 963
252 478 368 660 973
426 480 370 664 981
920 482 374 961
921 484 376 980
927 939 462
928 949 466
929 951 520
930 952 521
974 953 522
955 524
956
------------------------------------------------------------------------------------------
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EXHIBIT E
Page 1 of 3
FRONTIER ACCESS DIRECT
SWITCHED OUTBOUND SERVICES SCHEDULE
(NATIONAL ORIGINATION SERVICE)
Unless otherwise stated, (i) domestic switched and dedicated calls (inbound and
outbound) are measured in 6 second increments with a 6 second minimum, and (ii)
international switched and dedicated calls are measured in 6 second increments
after a 30 second minimum.
1. Upon Equal Net's request, Frontier will provide Purchase with an available
700 number (1-700-555-XXXX) and a recorded message that identifies Equal
Net to Presubscribed End-Users as their carrier. Frontier will make the
700 number available for Equal Net's use within 15 Business Days after
receipt of the request. Equal Net shall pay the applicable 700 Number
charges set out in Exhibit B of the Agreement.
2. If Equal Net has subscribed to Sub-CIC Services, the rates and terms set
out in the attached Sub-CIC Translation Schedule shall apply.
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EXHIBIT E
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TEXT REDACTED
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TEXT REDACTED
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EXHIBIT F
Page 1 of 5
FRONTIER ACCESS DIRECT
INBOUND 800 SERVICES SCHEDULE
(NATIONAL ORIGINATION SERVICE)
1. 800 Number Requirements.
A. In order to protect the integrity of its network Frontier may, without
liability, temporarily block any 800 Number having usage surges.
Frontier agrees to use reasonable efforts to promptly notify Equal Net
after blockage has occurred.
B. If usage of an 800 Number impacts Frontier in such a manner that the
unbillable (non-completed) calls for such 800 Number in any month are
greater than 7% of the billable (completed) calls for such 800 Number
in that month, Frontier may charge Equal Net a non-discountable $0.05
charge for each unbillable call in that month.
C. At Equal Net's written request and to the extent available to
Frontier, 800 Directory Assistance is available for Frontier 800
Numbers only at the charge set out in Exhibit B. Due to the fact that
800 Directory Assistance is provided through an arrangement with a
third party, the provision of 800 Directory Assistance by Frontier is
subject to the policies and procedures promulgated from time to time
by such third party. Equal Net understands that any Frontier 800
Number listed with 800 Directory Assistance is not published in any
written directory, but is only available on a call-in basis.
D. The transfer of 800 Numbers to another carrier is subject to the
Guidelines and the Frontier policies and procedures for 800/888
number/traffic transfers in effect at the time of the requested
transfer.
E. If an 800 Number is blocked at Equal Net's request, then for the
period the 800 Number is being blocked Frontier will, at Equal Net's
written request and expense, re-translate the 800 Number to Equal
Net's customer service telephone number.
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TEXT REDACTED
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TEXT REDACTED
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TEXT REDACTED
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TEXT REDACTED
41
EXHIBIT G
Page 1 of 3
FRONTIER ACCESS DIRECT
DEDICATED OUTBOUND SERVICES SCHEDULE
(NATIONAL ORIGINATION SERVICE)
Unless otherwise stated, (i) domestic switched and dedicated calls (inbound and
outbound) are measured in 6 second increments with a 6 second minimum, and (ii)
international switched and dedicated calls are measured in 6 second increments
after a 30 second minimum.
1. DS-1 SERVICES (collectively, inbound and outbound NOS Dedicated Services)
are available at the Frontier POPs set out on the attached Network
Interconnection Schedule. Frontier may add or delete a POP at any time upon
written notice. At Equal Net's written request, its DS-1 circuits will
interconnect a Frontier POP to an End-User's premise. Equal Net is
responsible for coordinating LEC installation of local loops necessary for
the DS-1 Services as well as installation and monthly recurring charges
associated with dedicated circuits necessary for the DS-1 Services.
2. At Equal Net's written request, Frontier may provide the premise equipment
described in Exhibit B (the "EQUIPMENT") to End-Users that need the same to
access the DS-1 Services. Frontier will install and maintain the
Equipment. End-Users must sign an Equipment Agreement with Frontier in the
format supplied or approved by Frontier. Equal Net shall bear the risk of
loss of the Equipment if the Equipment is not returned to Frontier in good
working condition, normal wear and tear excepted.
3. At Equal Net's written request, Frontier may provide special 800
applications for the dedicated Inbound Services as described in Exhibit B
(collectively, the "APPLICATIONS"). All Applications require Equal Net to
have Frontier compatible equipment and some require RDA.
4. Equal Net shall be charged and pay the for the DS-1 Services (domestic and
international) in accordance with the rates set out in the attached pricing
schedules as well as applicable charges set out in Exhibit B.
5. "TEXT REDACTED"
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EXHIBIT G
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TEXT REDACTED
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TEXT REDACTED
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EXHIBIT H
Page 1 of 5
INTERNATIONAL SERVICES SCHEDULE
(NATIONAL ORIGINATION SERVICE)
The rates and discount credits described in this Schedule and any attachments
hereto are in lieu of any standard volume discounts and any promotional rates or
discounts that may from time to time be offered by Frontier for the Services.
Unless otherwise stated, international calls are measured in 6 second increments
after a 30 second minimum.
1. For non-calling card switched and dedicated International Services, Equal
Net shall pay the international rates set out in the attached pricing
schedules.
2. For international Directory Assistance Services, if available, Equal Net
shall pay the applicable standard Frontier resale rates in effect when
calls are made.
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EXHIBIT H
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TEXT REDACTED
52
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TEXT REDACTED
53
EXHIBIT I
Page 1 of 5
FRONTIER INTERLINK
CALLING CARD SERVICES SCHEDULE
I. CALLING CARD SERVICE FEATURES
Frontier InterLink consists of a customized program for the Calling Card
Services including a Equal Net unique 800 gateway number and specially
recorded voice and operator scripting as further described below.
1. This Service consists of 800 Number access, full-featured calling card
service, providing both automated and manual processing of calls.
2. Platform provides capability for customized messages and dialing
instructions.
3. 10 digit and 14 digit Code lengths are available allowing for
adaptation of line-based numbers; i.e., End-User's 10-digit telephone
number plus a 4-digit PIN. Codes are assigned and maintained by Equal
Net. The system will edit for duplicate number requests.
4. International Calling Capability:
A. Unless restrictions are placed by Equal Net, calls may be
terminated to all international countries serviced by Frontier.
B. International origination capability is provided from many
countries. System access is provided from shared toll free
access numbers. Currently, Frontier supports international
origination service from 60 countries (see attached country
service list).
C. Call termination restrictions may be defined by Equal Net on a
global 800 Number basis or on a Code specific basis.
International call blocking is provided on a country code basis.
Allowing domestic 809 termination while blocking international
809 calls is available.
5. Basic Features:
CALL RE-ORIGINATION: Originate multiple calls and use multiple features
without re-dialing 800 number or Code by pressing the "#" key for 2 to 3
seconds. A bong tone will be provided followed by a voice prompt allowing
the caller to either make a call or choose another feature option.
PERSONAL SPEED DIALING: After the 800 access number and the Code have been
entered, the caller may select the Speed Dial option to quickly reach up to
nine pre-programmed telephone numbers. Both personal and group speed dial
numbers may be established and are changeable by the End-User.
ACCOUNTING CODES: Account codes are available allowing End-Users to track
call activity per user. The account code is entered after the Code.
Account codes may be either "validated" allowing call completion only on
select digits, or they may be "non-validated" in which any combination of
digits will be accepted. Account codes may be from 2 to 4 digits in
length. Account code parameters are definable on a per Code basis.
Assignment and management of account codes is handled via the order entry
systems.
54
EXHIBIT I
Page 2 of 5
6. Ancillary Services:
AUDIOTEXT - INFORMATION SERVICES: Provides easy access to latest news,
weather, sports, financial news, and fun features, such as soap opera
updates, horoscopes, TV listings and the "joke-of-the-day".
CONFERENCE CALLING SERVICES: An operator contacts each participant to join
the call. Option for two-way (talk and listen) or listen only. "Roll-
call" is an optional feature of operator-assisted conferencing. Cardholder
is billed for all usage associated with the conference call.
DIRECTORY ASSISTANCE: Operator scripting will be under Equal Net's brand
name. Once the desired number is located and communicated to the caller,
the operator will offer to complete the call.
VOICE MAIL SERVICES: Voice-prompted interactive system providing capability
to leave and make messages for other mailbox End-Users from a personalized
voice mailbox. An optional "direct-in" 800 number may be provided giving
callers capability to leave a voice mail message in the End-User's voice
mail box.
VOICE MESSAGE DELIVERY: Enables an End-User to record a message and have it
delivered to any domestic telephone. Allows End-User to personalize the
message. Call delivery attempts are made in 15 minute increments with a
maximum of 8 delivery attempts. Delivery of message may be delayed up to
96 hours. Messages may be up to 3 minutes in length. Activation of the
Message Delivery feature must be initiated by the End-User.
Additional features may be added and features may be modified or canceled
upon written notice to Equal Net.
III. CALLING CARD SUPPORT
1. Required communications hardware and software at Equal Net's locations
are the responsibility of Equal Net. Equal Net is also responsible
for making sure its equipment and facilities are compatible with
Frontier's. As the Frontier systems for calling card activation,
maintenance and call detail are not integrated with the order entry
systems for 1+ and 800 services, it may be necessary for Equal Net to
utilize two different data entry systems to transmit calling card
orders to Frontier.
2. Branding\Scripting: Branding may be provided in the name of Equal Net.
Standard system scripts are provided. If Equal Net desires, scripts
may be customized at the rates set out in the pricing schedules.
3. Order Entry: Orders are submitted at Equal Net's expense to Frontier
in a batch mode via use of Frontier's Bulletin Board System which is
accessed via an 800 Number. Batch file updates are processed by
Frontier twice each Business Day. Record layout formats are attached.
4. Card Production: Equal Net is responsible for card production and
distribution.
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EXHIBIT I
Page 3 of 5
5. End-User Customer Service: Callers reaching a Frontier operator for
customer service related questions (i.e., credit requests, rate
quotes, etc.) will at Frontier's option either be given an 800/888
number to reach the Equal Net's appropriate regional customer service
department or will be directly transferred to Equal Net. Applicable
operator and usage charges will be charged to the Equal Net for this
call activity. Equal Net shall provide Frontier with a list of Equal
Net's regional customer service 800 numbers, and timely update the
same as necessary, for this call activity.
6. Change Code Service: Equal Net may, during the hours and via the
procedures established by Frontier, verbally request activation or
cancellation of a Code. Upon receipt of such a request and provided
Equal Net has all the necessary information, Frontier will use
reasonable efforts to add or cancel a Code. Equal Net shall be solely
responsible for End-User claims resulting from this verbal request, as
well as confirmation of the Code activation/cancellation within five
(5) Business Days after the verbal request via a batch file.
7. Fraud Monitoring:
A. Standard fraud monitoring parameters are currently set as follows
(and may be modified by Frontier): usage exceeds 4 hours on a
single domestic call (2 hours international on a single call) in
a 24 hour period, or when a Code has more than 50 completed call
attempts in a 24 hour period, whichever occurs first. Further,
flag thresholds may be set at Equal Net's request on a Code-by-
Code basis to assist in the detection and shut-down of fraud
activity. For example: set a flag on the number of calls or
minutes in a 24 hour period; specify originating or terminating
numbers for monitoring; set parameters on the length of a single
call, or total minutes of usage of the Code.
B. When the monitoring parameters are exceeded, Frontier will
promptly notify Equal Net of such fact. If Equal Net cannot be
notified, Frontier may restrict the use of a Code if Frontier
determines there is a sufficient risk of fraudulent use.
C. If the monitoring parameters are exceeded for a Code and
Frontier fails to provide Equal Net with prompt notice thereof,
and Equal Net has otherwise complied with Frontier's recommended
Code security procedures, Equal Net is eligible for a credit for
usage charges on such Code determined by Frontier to have been
fraudulent.
D. Except as otherwise covered under C above, Equal Net is liable
for all charges with respect to fraudulent use of a Code.
8. Operator Assistance: Frontier will provide live operator assistance
as a default if an End-User fails to correctly respond to system
prompts twice in succession. Operator assistance can also be accessed
by End-Users at any time by dialing zero.
IV. RATES & CHARGES
"TEXT REDACTED"
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EXHIBIT I
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TEXT REDACTED
57
EXHIBIT I
Page 5 of 5
INTERLINK CALLING CARD
Call Rating Methodology
...TO...
...CALLS PLACED FROM... DOMESTIC 48 OFFSHORE (AK, HI, CANADA INTERNATIONAL LOCATIONS
USVI/PR)
---------------------------------------------------------------------------------------------
DOMESTIC 48 NOS Domestic Rate Offshore Canada International Terminating
Terminating Rate Terminating Rate Rate
------------------------------------------------------------------------------------------------------------------------------
OFFSHORE (AK, HI, USVI/PR) Offshore Offshore Offshore Offshore Originating Rate
Originating Rate Originating Rate Originating Rate PLUS International
PLUS Offshore PLUS Canada Terminating Rate
Terminating Rate Terminating Rate
------------------------------------------------------------------------------------------------------------------------------
CANADA Canada Canada Canada Canada Originating Rate
Originating Rate Originating Rate Originating Rate PLUS International
PLUS Offshore PLUS Canada Terminating Rate
Terminating Rate Terminating Rate
------------------------------------------------------------------------------------------------------------------------------
INTERNATIONAL LOCATIONS Freephone Freephone Freephone Freephone International
International International International Originating Rate PLUS
Originating Rate Originating Rate Originating Rate International Terminating
PLUS Offshore PLUS Canada Rate
Terminating Rate Terminating Rate
------------------------------------------------------------------------------------------------------------------------------
See rate sheets for actual charges
58
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EXHIBIT J
Page 1 of 2
TOLL FREE P.I.N. SERVICE SCHEDULE
Upon Equal Net's request and payment of the set-up fee set out in Exhibit B for
the 800 PIN Service, the 800 PIN Service will be available under the following
terms and conditions. Provided Equal Net in not in default, the set-up fee will
be credited to the Invoice for the Billing Cycle in which Equal Net first has
$2,500 in 800 PIN Service usage.
1. "TEXT REDACTED"
2. When the 800 PIN Service is ordered by Equal Net, Frontier will
initially provide Equal Net with 2 PIN 800 Numbers. At such time as
all PIN 800 Numbers assigned to Equal Net have at least 1,000 PIN
Numbers assigned to each and either (i) each active PIN Number is
averaging at least $4.00 in charges each month, or (ii) all active PIN
Numbers aggregate at least $4,000 in charges each month, then upon the
written request of Equal Net, Frontier will provide an additional PIN
800 Number to Equal Net.
3. Calls to a PIN 800 Number for which a PIN Number is not entered or for
which an invalid PIN Number is entered are delivered by Frontier to
Equal Net's customer service center for handling. Equal Net shall pay
for such calls at the applicable rates set forth in the attached
pricing schedule. Frontier may modify or cancel this procedure at any
time upon written notice to Equal Net.
4. Equal Net shall pay the rates set out in the attached pricing
schedules. Calls are measured in 6 second increments after an 18
second minimum.
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EXHIBIT J
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TEXT REDACTED
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EXHIBIT K
Page 1 of 3
PRIVATE LINE SERVICES SCHEDULE
1. PRIVATE LINE SERVICES:
(a) Frontier shall, in accordance with this Schedule, provide ▇▇▇▇▇-▇▇-
▇▇▇▇▇ ▇▇-▇, ▇▇-▇, OC-3 and OC-12 circuit capacity as ordered by Equal
Net (the "PRIVATE LINE SERVICES").
(b) Equal Net understands that the Private Line Services will be provided
on a new SONET-ring network that is currently being constructed by
Frontier. Frontier has provided Equal Net with the estimated
completion dates for the network. Once ordered, Frontier will use
reasonable efforts to have the Private Line Services available to
Equal Net in accordance with such dates. Equal Net understands and
agrees that such dates are estimates only, that Frontier is not
warranting that the Private Line Services will be available by such
dates and that the provision of service is contingent on the
availability of Frontier facilities.
(c) Except if the Agreement is terminated by a Party for the other Party's
uncured breach, then, notwithstanding the term of the Agreement, the
Agreement will continue in effect with respect to the Private Line
Services as long as a circuit installed under this Schedule remains in
operation.
(d) Unless one Party provides the other with at least 90 days prior
written notice of its intent not to renew a circuit after the
circuit's minimum commitment period expires, then, unless the Parties
agree otherwise in writing, a circuit shall automatically renew for an
additional one year period at Frontier's then current rates and
charges in effect for a one year term commitment for that circuit
type. The foregoing notice and renewal process shall also apply for
each additional renewal period.
2. BILLING AND PAYMENT; MINIMUM COMMITMENTS:
(a) Equal Net shall pay Frontier for the Private Line Services at the
rates and charges set out below. Equal Net is also liable for
applicable taxes and governmental assessments with respect to its use
of the Private Line Services. Billing for a circuit shall commence
upon the earlier to occur of (i) 30 days following the date Frontier
notifies Equal Net, in writing or via electronic transmission, that
the ordered circuit capacity is available, and (ii) the date the
ordered circuit capacity is accepted by Equal Net.
(b) Monthly recurring charges are invoiced to Equal Net in advance and
installation and special charges upon order completion. Invoicing and
payment terms are set out in the Agreement.
(c) The pricing in this Schedule is limited to the Private Line Services
provided between "on-net" Frontier city pair nodes both resident on
Frontier's SONET-ring network. If Frontier's cost in providing the
Private Line Services is increased due to circumstances beyond its
reasonable control, or Frontier elects to pass through any
governmental or regulatory assessments related to its provision of the
Private Line Services, then Frontier may revise the rates and charges
in this Schedule upon thirty (30) days written notice to Equal Net.
Equal Net may cancel any circuits subject to a rate/charge increase
upon written notice to Frontier given no later than 30 days after
Equal Net's receipt of the increase notice.
(d) Equal Net shall be liable for the applicable minimum circuit terms and
minimum circuit commitment charges set out below.
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