Exhibit 10.11
MCI WorldCom Flex T1 Internet Agreement
Customer Information
Company Name
Travel Now Network
Billing Address - Line 1 Phone Fax
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ 4178643600
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ - ▇▇▇▇ ▇ ▇▇▇▇ ▇▇▇▇▇ Zip + 4
Suite 306 Springfield MO 65806
T1 Services (1,2)
Discounted Equipment (10) and
Flex T1 Service (3) Other T1 Services(7) CPE Maintenance
--------------------------------------- ----------------------------------------------- -------------------------------------
Sustained
Use (Kbps) Monthly (4,5) Start-UP (6)
0-128 ______ ______ Item Monthly Start-Up Item Price
128-256 ______ ______ Price-Protected T1(8) ______ (9) ______ X Cisco 2524 Router ______
256-384 ______ ______ Double T(SM) ______ ______ X Cisco Internal TI CSU/DSU ______
384-512 ______ ______ X Diverse T(SM) ______ ______ CPE Maintenance Program
(See Attachment)
Over 512
Term and Payment
Term Term Discount (11) P.O. Number - If P.O. required, return it with
---- ------------------ Agreement
24 mos price protected option
Notes
The service prices above do not include telco installation fees,
domain-name-registration fees, (12) monthly line charges, or equipment costs.
1 Connectivity is provided to Customer's organization only. Resale to or use
by another organization is prohibited.
2 Networks assigned from a UUNET net block are non-portable. Network space
allocated by UUNET must be returned to UUNET if Customer discontinues
service. UUNET may suspend service or terminate this Agreement, effective
upon notice, for a violation of these requirements.
3 Flex T1 customers always have available to them the full T1 bandwidth over
an unshared, non-fractional 1.5 Mbps digital leased line.
4 Monthly Fee includes UUNET domain-name service for one domain per Customer
and any sub-domains, additional domains for internal Customer use are $50
each.
5 Monthly billing is based on the level of sustained use during the month. To
determine this level, traffic samples are taken every five minutes; the
level under which 95% of these samples fall is the level of sustained use.
6 To ensure proper installation, UUNET will order all telco lines; a $500
surcharge applies for Customer-ordered lines. Installation may be scheduled
Monday through Friday, excluding holidays, between the hours of 8 AM and 7
PM ET; Customers requiring installation outside of these hours must pay a
surcharge of $500. Customer's installation period extends for 30 days after
UUNET has passed packets with Customer's router. UUNET's installation
engineers are not responsible for providing consulting on or configuring
security equipment (UUNET offers security products and consulting services.
Ask a Sales Representative for details.).
7 Minimum 1-Year Term Commitment required.
8 Available only to customers getting new internet connections and only
during the first six months of T1 service, provided monthly sustained use
does not exceed 384 Kbps during that period.
9 Applies to the first year of service. After the first year, UUNET will
sample Customer's use statistics, using the same traffic-sample method
described above. If Customer's sustained use qualifies for a tiered Monthly
Fee that is:
(a) lower than the Price-Protected Monthly Fee, Customer may elect to
continue service at the lower tiered Monthly Fee or sign up for
another year at the Price-Protected Monthly Fee, or
(b) higher than the Price-Protected Monthly Fee, UUNET will begin charging
the appropriate tiered Monthly Fee.
10 Available only with service. UUNET is acting only as a reseller with
respect to the hardware and software offered under this Agreement
("Equipment"), which Equipment was manufactured by a third party
("Manufacturer"). UUNET will provide first-level support for Equipment, but
will not repair or replace Equipment unless Customer has purchased CPE
Maintenance from UUNET. Customer's use of Equipment is subject to the terms
and conditions of the Manufacturer's end-user agreement. Should Customer
purchase Equipment from UUNET, UUNET will ship to Customer the current
UUNET-tested version.
11 Discount applicable only to Monthly Fee. At the conclusion of the Term
Commitment, this Agreement shall continue in effect on a month-to-month
basis at UUNET's then-current list price for the service.
12 Domain-name registration requires a separate fee that will be billed
directly to Customer by Network Solutions. UUNET will not, under any
circumstances, send payment to Network Solutions on behalf of Customer. All
domain-name applications that use UUNET name servers must be authorized by
UUNET, or the application may be denied or delayed. Customer may not use in
applications for its customers' domains UUNET name servers.
Terms and Conditions
1. UUNET Technologies, Inc. ("UUNET") exercises no control over, and accepts
no responsibility for, the content of the information passing through
UUNET's host computers, network hubs and points of presence (the "UUNET
Network"), EXCEPT AS EXPRESSLY SET FORTH IN SECTION 6 BELOW, UUNET (a)
MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED FOR THE
SERVICES AND EQUIPMENT IT IS PROVIDING and (b) DISCLAIMS ANY WARRANTY OF
TITLE, MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR
PURPOSE. Use of any information obtained via the UUNET Network is at
Customer's own risk. UUNET specifically denies any responsibility for the
accuracy or quality of information obtained through its services. UUNET
shall not be liable for any delay or failure in performance due to Force
Majeure, which shall include acts of God; earthquake; labor disputes;
changes in law, regulation, or government policy; riots; war; fire;
epidemics; acts or omissions of vendors or suppliers; equipment failure;
transportation difficulties; or other occurrences that are beyond UUNET's
reasonable control.
2. All use of the UUNET Network and the service must comply with the
then-current version of the UUNET Acceptable Use Policy ("Policy"), which
is part of this Agreement and is available at the following URL:
▇▇▇.▇▇.▇▇▇/▇▇▇▇▇▇▇▇▇. UUNET reserves the right to amend the Policy from
time to time, effective upon either posting of the revised Policy at the
URL or providing other notice to Customer. UUNET reserves the right to
suspend the service or terminate this Agreement, effective upon notice, for
a violation of the Policy. Customer agrees to indemnify and hold harmless
UUNET and its affiliates from any losses, damages, costs, or expenses
resulting from any third-party claim or allegation ("Claim") arising out of
or relating to use of the service, including any Claim that, if true, would
constitute a violation of the Policy.
3. NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL,
PUNITIVE, OR CONSEQUENTIAL DAMAGES THAT RESULT FROM CUSTOMER'S OR
CUSTOMER'S USERS' USE OF THE UUNET NETWORK AND THE SERVICE, INCLUDING,
WITHOUT LIMITATION: ANY SUCH DAMAGES FOR LOSS OF DATA RESULTING FROM
DELAYS, NON-DELIVERIES, MISDELIVERIES, OR SERVICE INTERRUPTIONS.
Notwithstanding anything to the contrary stated in this Agreement,
Customer's sole remedies for any claims relating to this service or the
UUNET Network are set forth in Section 7 below.
4. Connectivity is provided to Customer's organization only. Resale to or use
by another organization is prohibited. Networks assigned from a UUNET
net-block are non-portable. Network space allocated by UUNET must be
returned to UUNET in the event Customer discontinues service. UUNET may
suspend the service or terminate this Agreement effective upon notice for a
violation of the terms of this Section.
5. Payment is due 30 days after date of invoice. Accounts are in default if
payment is not received within 30 days after date of invoice. Payment made
by a check that is later returned to UUNET for insufficient funds shall
place Customer immediately in default and subject Customer to a UUNET
returned-check charge of $25. Accounts unpaid 60 days after date of invoice
may have service interrupted or terminated. Such interruption or
termination does not relieve Customer of the obligation to pay the Monthly
Fee. Only a written request to terminate Customer's service relieves
Customer of the obligation to pay the Monthly Fee. Accounts in default are
subject to an interest charge on the outstanding balance of the lesser of
1.5% per month or the maximum rate permitted by law. Customer agrees to pay
UUNET its reasonable expenses, including attorney and collection-agency
fees, incurred in enforcing its rights under these Terms and Conditions.
Prices are exclusive of any taxes that may be levied or assessed upon the
equipment or service provided thereunder. Any such taxes shall be paid by
Customer. If Customer is exempt from otherwise applicable taxes, Customer
must submit its tax identification number and exemption certificate at the
same time it submits this Agreement.
6. Billing for UUNET service will commence when a UUNET hub and a functioning
telephone circuit are prepared to route IP packets to Customer's site. The
Startup Charge is invoiced upon acceptance of this Agreement by UUNET.
Charges for Equipment shall be invoiced upon shipment. Service is invoiced
monthly in advance, and my be canceled only by 60 days' advance written
notice. In the event of early cancellation of a term Commitment, Customer
will be required to pay 75% of UUNET's standard Monthly Fee for each month
remaining in the Term Commitment. UUNET reserves the right to change the
rates by notifying Customer 60 days in advance of the effective date.
7. The Service Level Agreement ("SLA") for this service is set forth at
▇▇▇.▇▇▇▇.▇▇▇/▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇/▇▇▇ applies only to customers agreeing to a
Term Commitment of at least one year. UUNET reserves the right to amend the
SLA from time to time, effective upon either posting of the revised SLA to
this URL or providing other notice to Customer. In the event of any
amendment resulting in a material reduction of the SLA's service levels or
credits, Customer may terminate this Agreement without penalty by providing
UUNET written notice of termination during the 30 days following notice of
such amendment. The SLA sets forth Customer's sole remedies for any claim
relating to this service or the UUNET Network, including any failure to
meet any guarantee set forth in the SLA. UUNET's records and data shall be
the basis for all SLA calculations and determination. Notwithstanding
anything to the contrary, the maximum amount of credit in any calendar
month under the SLA shall not exceed the Monthly Fee and/or Startup Charge
that, absent the credit, would have been charges for UUNET service that
month (collectively the "UUNET Fees"), provided that the maximum amount at
credit for failure to meet the Availability Guarantee shall not exceed the
sum of (a) the UUNET Fees plus (b) the telephone-company line charge that,
absent the credit, would have charged for said month.
8. Neither party may use the other party's name, trademark, trade names, or
other proprietary identifying symbols without the prior written approval of
the other party. Neither party may assign or transfer any of its rights or
obligations under this Agreement without the prior express, written consent
of the other party, provided that either party may assign or transfer this
Agreement to any affiliate of such party upon advance written notice to the
other party. No failure or delay on the part of either party to exercise
any right or remedy hereunder shall operate as a waiver thereof, nor shall
any single or partial exercise of any right or remedy hereunder preclude
any other or further exercise thereof or the exercise of any other right or
remedy granted hereby or by law.
9. These Terms and Conditions supersede all previous representations,
understandings, or agreements and shall prevail notwithstanding any
variance with terms and conditions of any order submitted. Acceptance of
this Agreement by UUNET may be subject, in UUNET's absolute discretion, to
satisfactory completion of a credit check. Activation of service shall
indicate UUNET's acceptance of this Agreement. Use of the UUNET Network
constitutes acceptance of these Terms and Conditions.
UUNET may be contacted on the Web at ▇▇▇▇://▇▇▇.▇▇.▇▇▇ and at the following
mailing address: UUNET Technologies, Inc., ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇
▇▇▇▇▇
Signature
Customer Representative Title Signature Date
▇▇▇▇▇ ▇▇▇▇▇ CEO /s/▇▇▇▇▇ ▇▇▇▇▇ 4/6/99
MCI WorldCom Flex T1 Internet Agreement
Attachment A
MCI WorldCom Commercial Customer Profile
Sales Information
Sales Rep/ARM Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Sales Rep ID: 4991865, X West __ East, __
National/Data, __ Agents, Address - East & National/Data: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇.,
▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (918-590-6000), Address - West & Agents: ▇▇▇ ▇.▇. ▇▇▇▇ ▇▇▇, ▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (210-255-2454)
Applicant Information
Complete Company Name (If incorporated, name shown on corporate charter):Travel
Now Network, Taxpayer ID (Required), Date Business Started
Main Business Phone Number: ▇▇▇▇▇▇▇▇▇▇, Type of Business (Required): Internet
Travel Reservations, State of Incorporation, Date of Incorporation
Street Address - Line 1: ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Address - Line 2: ▇▇▇▇▇
▇▇▇, ▇▇▇▇:▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇: MO, Zip + 4 65806
Billing Address - Line 1
Billing Address - Line 2, City, State, Zip + 4
Parent or Subsidiary Information
Check One: __ Parent, __ Subsidiary, Name of Business State of Incorporation
Percentage Owned
Principal, Partner, and Major-Shareholder Information, List the complete names
of all principals, partners, and major shareholders.
Check One: __Sole Proprietorship, __Partnership, __LLC, __LLP, __Private
Corporation, __Public Corporation, Stock Symbol:
Name of Owner, Social Security Number, Name of Partner 1, Social Security
Number, Name of Partner 2 Social Security Number, Name of Officer 1, Title, Name
of Officer 2, Title.
References
Name of Bank, Phone, Fax, Lending Officer, Account Number, Previous or Existing
Local-Service Provider: ▇▇▇▇▇▇ Fiber Comm/Southwestern ▇▇▇▇, Previous or
Existing Long-Distance Provider: Dial US.
General Trade References, List businesses with which the Applicant has traded
within the last 12 months.
Company: ▇▇▇▇▇▇ Fiber Communications, Name of Contact: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ , Phone:
▇▇▇▇▇▇▇▇▇▇, Fax: ▇▇▇▇▇▇▇▇▇▇.
Usage, Credit, and Signatures
Estimated Monthly Usage: _____, Requested Credit Limit. Authorization of Credit
Investigation: Applicant authorize MCI WorldCom to investigate his credit and
understands that MCI WorldCom may also utilize other sources of credit deemed
necessary. Such information will be held in strict confidence. Applicant agrees
to indemnify and hold MCI WorldCom and any other persons harmless from all
liability, damage, or expenses arising from or relating to any and all credit
investigations by MCI WorldCom. Applicant has read and agrees to the Terms and
Conditions attached to this Application.
Name of Authorized Officer, Owner, or Partner: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Title of
Authorized Officer, Owner, Or Partner: Administrator, Application-Tracking ID:
46880, Signature of Authorized Officer, Owner, or Partner: /s/▇▇▇▇▇ ▇▇▇▇▇, Date:
4/6/99.
Continuing Guarantee of Service. Complete only when Guaranty is required by MCI
WorldCom.
I personally guarantee payment of account to MCI WorldCom, Inc. executed
effective the date below.
Name, Social Security Number, Home Address, City, State, Zip + 4, Signature,
Date.
MCI WorldCom Flex T1 Internet Agreement
Attachment A (Continued)
MCI WorldCom Commercial Customer Profile
Terms and Conditions
1. SERVICE AND PAYMENT TERMS. Customer and Guarantor agree to pay to MCI
WorldCom all applicable Service charges and any and all federal, state, or
local taxes that may apply to MCI WorldCom services provided. Customer's
account becomes delinquent if payment is not received by MCI WorldCom on or
before thirty (30) days from the billing date found on the invoice. If MCI
WorldCom does not receive notice, in writing, of a dispute about the
charges within thirty (30) days after an invoice is rendered, such invoice
shall be deemed correct and binding. Customer agrees to make payment to MCI
WorldCom at the address of the MCI WorldCom operating center designated on
the first page of this Application; the place designated on the invoice; or
at such place as MCI WorldCom directs. Customer agrees to and will be
assessed a returned-check charge of up to $25.00 for any Customer check
that a financial institution refused to honor.
2. TERMINATION RIGHTS. MCI WorldCom, by oral or written notice to Customer,
may immediately discontinue (unless the state in which Customer resides
prohibits or requires some other notification period) all Service(s)
provided by MCI WorldCom to Customer or cancel a Service Agreement for any
of the following reasons: (i) A breach by Customer of any of the provisions
in the Service Agreement or this Credit Application; (ii) The failure of
Customer to provide a satisfactory security deposit; (iii) Any violation by
Customer of any law, rule, or regulation (including applicable Tariffs);
(iv) MCI WorldCom's inability to furnish Service to Customer because of any
law, rule, court order, or other government regulation or interference; (v)
Any unauthorized or non-permitted use of MCI WorldCom Service; and (vi) Any
event, transaction, or occurrence outside the control of MCI WorldCom.
3. INTEREST CHARGE. Customer agrees to pay to MCI WorldCom the lesser of an
annual rate of interest of 18% (or a monthly rate of 1.5%) or the maximum
rate allowed by law on all accounts that are delinquent. If the
transactions contemplated by this Application would be usurious or violate
any law, MCI WorldCom and Customer (or Guarantor, as defined below) agree
(*i) that the total amount contracted for, charged, or received by MCI
WorldCom that constitutes interest shall not exceed the maximum amount of
interest allowed by law and (ii) that any excess interest that is above
that allowed by law shall be credited or paid to Customer.
4. REPRESENTATION AND WARRANTIES. Customer, Guarantor, and the person(s)
signing this Application represent and warrant to MCI WorldCom that: (i)
The person executing on behalf of Customer has the authority and power to
execute this application; (ii) Customer conducts a bona fide business and
is in compliance with all laws; (iii) MCI WorldCom services will be used
solely for commercial purposes; and (iv) Customer will abide by the
permitted uses as set forth in the Service Agreement.
5. JURISDICTION AND VENUE. Customer and Guarantor agree that they, by
executing this Application or Guaranty, are doing business in a state
identified on the first page of this Application as a MCI WorldCom
operating center, and all claims or causes of action that in any way arise
out of or relate to the Application or Guaranty Agreement or the provision
of service may be brought in a court of competent jurisdiction in such
state. Customer and Guarantor hereby SPECIFICALLY AND VOLUNTARILY WAIVE the
right to seek to transfer venue from the court in which MCI WorldCom
against Customer or Guarantor has filed any action.
6. GUARANTY AGREEMENT (If applicable). For value received, and in
consideration of the credit heretofore and hereafter extended by MCI
WorldCom, the undersigned, to Customer and all of its successors and
assigns, whether one or more ("Guarantor"), jointly and severally guarantee
the full and punctual payment when due of all indebtedness (as hereinafter
defined) owing by Debtor to MCI WorldCom. "Debtor" includes Customer and
all other entities owned or controlled by Customer and/or Guarantor,
whether such entities are now or hereafter existing. Guarantor agrees that
such guarantee is a continuing guarantee of payment of all indebtedness
owing by Debtor to MCI WorldCom now outstanding or owing or which hereafter
may exist or be incurred. It shall be conclusively presumed that all
extension of credit and financial accommodations made by MCI WorldCom to
Debtor made concurrently herewith or hereafter are made in reliance upon
this Guaranty Agreement.
This guarantee shall continue until such time as Guarantor gives written
notice of termination by actual delivery thereof to the Credit Manager of
MCI WorldCom at the operating center identified on the first page hereof,
and such notice of termination is acknowledged in writing by an officer of
MCI WorldCom. Such termination of this guarantee shall not be effective as
to any indebtedness then owing to MCI WorldCom by Debtor, and this
guarantee shall continue as to any such indebtedness until the same is
fully paid, discharged, and satisfied.
Guarantor absolutely and unconditionally guarantees payment of the
indebtedness to MCI WorldCom. Guarantor's liability hereunder shall not be
impaired, reduced, or affected by MCI WorldCom's failure, refusal, or
neglect to collect the indebtedness from Debtor, or to enforce or preserve
any other security or guarantee, or the failure to perform any other act
prior to seeking payment from Guarantor.
Guarantor hereby expressly waives and consents in advance to any change or
alteration of any agreement between Debtor and MCI WorldCom, including,
without limitation, the rearrangement, renewal, and/or extension of
Debtor's indebtedness. Guarantor's liability hereunder shall not be
impaired, reduced, or affected by the taking of any other guarantee or
security for the indebtedness, or by the release, subordination, or loss of
any such other guarantee or security, whether done voluntarily by MCI
WorldCom or by the death, insolvency, bankruptcy, disability of Debtor, or
any Guarantor.
As used herein "indebtedness" means and includes every claim, demand,
right, and/or cause of action of every kind or character and all extensions
and renewals thereof, whether arising by reason of sales of goods;
merchandise or services on open account; promissory notes; interest;
express or implied contracts; tort; any other matter; or whether
constituting a joint or several; direct or indirect; or primary or
secondary liability of Debtor to MCI WorldCom.
7. AUTHORITY TO APPROVE. This Application for Commercial Credit is a
solicitation by Customer to MCI WorldCom for an offer to sell to Customer
telephone, Internet, and/or related services. Until such offer is made by
MCI WorldCom and accepted by Customer, there is no contract obligating MCI
WorldCom to provide any goods or services to Customer. MCI WorldCom will
make no offer until Customer's credit worthiness has been investigated and
approved by MCI WorldCom. NO SALESPERSON HAS AUTHORITY TO ENTER INTO THIS
AGREEMENT OR ANY SIDE AGREEMENT.
