SECOND AMENDMENT TO
COMMON SHORT CODE LICENSE AGREEMENT
Implementation of 6-Digit CSCs
This Second
Amendment to the Common Short Code License Agreement, Statement:
Statement of Work dated as of the ___ day of January, 2006 between
NeuStar, Inc., a Delaware corporation, with offices located at
46000 Center Oak Plaza, Building X, Sterling, VA 20166
(“NeuStar”) and the Cellular Telecommunications and
Internet Association (“CTIA”), a District of Columbia
non-profit corporation, located at 1400 16 th Street, NW, Suite 600, Washington, DC
20036.
WHEREAS, NeuStar
entered into a Common Short Code License Agreement with the CTIA
(“License Agreement”) dated October 17, 2003 to
develop and maintain a database of common short codes, to process
common short code applications and assign common short codes to
applicants and to engage in other Registry Services on behalf of
members of the wireless industry;
WHEREAS, NeuStar
and CTIA now desire to amend certain terms of the License Agreement
pursuant to Article 9 of the License Agreement to
(i) allow for the registration of six (6) digit CSCs
(each a “6-digit CSC”), (ii) upgrade the Registry
Database and associated Registry Services, and (iii) to revise
the Assignment Guidelines to reflect modified specifications from
the Common Short Code Working Group.
NOW, THEREFORE, in
consideration of the mutual covenants contained herein and other
good and valuable consideration, receipt of which is hereby
acknowledged, the parties agree as follows:
I. Terms used
in this Second Amendment and not otherwise defined shall have the
same meaning set forth in the License Agreement.
II.
Six-Digit Common Short Codes .
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A.
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Lease of 6 Digit CSCs
. Commencing no later
than ninety (90) days after the execution of this Second
Amendment, Registry shall be entitled to lease six (6) digit CSCs
in accordance with Article 6 of the License Agreement and with
the Assignment Guidelines as modified in this Second
Amendment.
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B.
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Grandfathered CSCs
. No later than fifteen
days prior to the launch of such 6-digit CSCs (“6-digit
Launch Date”), Carriers may request 6-digit CSCs to be
reserved from the CSC pool, rendering them unavailable for general
registration on the 6-digit Launch Date as a CSC (“6-Digit
Grandfathered CSC”). Carriers may return 6-digit
Grandfathered CSCs to the available pool of CSCs at any
time.
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C.
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Types of 6-Digit CSCs
. There shall be Random,
Selected and Carrier Reserved 6-Digit CSCs leased in accordance
with sections 6.3.3, 6.3.4 and 6.3.5 of the License
Agreement.
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Second
Amendment to Common Short Code License Agreement v. 1
January 5, 2006
Page 1 of 35
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D.
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6-digit CSCs are CSCs
. Except as set forth in
Section II.A above, 6-Digit CSCs shall be treated the same as
CSCs for all other purposes set forth in the License
Agreement.
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A.
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NeuStar shall, either itself, or in
conjunction with other third parties, implement CSC version 2.0,
which shall include the additional functionality set forth in
Attachment 1, attached hereto (“CSC 2.0”)
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B.
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For
purposes of the License Agreement, the functionalities listed under
New Registry Database Functionality in Attachment Number 1 shall be
considered an “Enhancement” as defined in
Section 1.21 of the License Agreement. Therefore, the New
Registry Database Functionality shall be considered “Registry
IP” and owned exclusively by the Registry pursuant to
Section 7.3 of the License Agreement.
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C.
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For
purposes of the License Agreement , the enhancements listed under
New CSC Website Enhancements as well as any CSC Data associated or
related to CSC 2.0 shall be considered “CSC
Enhancements” as defined in Section 1.16 of the License
Agreement. Therefore, the New CSC Website Functionality and any
related CSC Data generated by such Functionality shall be
considered CSC Registry Rights and owned exclusively by CTIA, on
behalf of all Participating Carriers, pursuant to Section 7.1
of the License Agreement.
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D.
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The
Parties hereby agree that all transition requirements applicable to
5-Digit CSCs shall also be applicable to 6-Digit CSCs under the
terms and conditions set forth in Article 17 of the License
Agreement.
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IV. 6-Digit
Fees . CTIA agrees to pay Registry the fees set forth in
Exhibit C-2 of the License Agreement for each 6-digit
CSC.
V.
Assignment Guidelines v. 1.1 . The Parties hereby agree to
delete Exhibit E to the License Agreement and replace such
Exhibit with the new Exhibit E, attached hereto as Attachment
2.
VI. Except as
specifically modified by this Second Amendment, the terms and
conditions of the License Agreement shall remain in full force and
effect.
IN WITNESS
WHEREOF, the parties have caused this Amendment to be duly executed
as of the date first written above.
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NEUSTAR,
INC
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CTIA
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By: /s/ Steven
Boyce
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By: /s/ R.
Mesirow
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Name: Steven
Boyce
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Name: R.
Mesirow
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Title: VP +
Controller
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Title: VP
Operations
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Date:
01/20/06
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Date:
1/31/06
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Second
Amendment to Common Short Code License Agreement v. 1
January 5, 2006
Page 2 of 35
ATTACHMENT NUMBER 1 TO THE
SECOND AMENDMENT TO
COMMON SHORT CODE LICENSE AGREEMENT
The following
represents the material additional functionality that will be added
to the CSC Registry Database and Website, which shall comprise CSC
2.0.
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I.
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New Registry Database
Functionality
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1.
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Registry shall allow for the
registration of Random and Selected 6-Digit CSCs by members of the
public.
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2.
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Registry shall update the Registry
Database to allow CSC Registrants to pay for their CSC leases via
Visa, MasterCard and American Express credit cards.
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3.
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Registry shall ensure that all
renewal terms for CSCs shall correspond to the expiration of the
previous term, rather than the date of payment for such
renewal.
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4.
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Registry shall provide CSC
applicants with the ability to add a basic content rating (i.e.,
Over/Under 18 years of age).
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5.
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Registrants shall have the ability
to copy information about a particular CSC from one application or
registration into an application for an additional CSC.
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6.
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In
the CSC Application, Registrants will have the ability to select a
particular Content Aggregator from a drop-down list.
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7.
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Registry shall ensure that Carriers
are provided with notices of deactivation in the event that CSCs
are not renewed and paid within 30 days after expiration of
the CSC.
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8.
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Registry shall update the CSC
application fields to allow for the use of Internationalized
characters.
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9.
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Registry shall allow CSC Registrants
to add additional billing contacts for each CSC.
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10.
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Registry shall provide e-mail
reminder notices to Applicants for CSCs which have been registered
or renewed, but are unpaid.
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11.
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Carriers shall have the ability to
opt-in or Opt-out of all types of Registry notices.
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12.
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Registry shall incorporate a tool
for end users to provide comments / suggestions to the Registry and
CTIA on the US CSC program and the CSC Website.
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II.
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New CSC Website
Enhancements
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1.
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The
CSC Website shall be redesigned to minimize the number of steps to
register a CSC.
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2.
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Registry shall include actual
examples of existing CSC programs (i.e., ESPN, ClearChannel, etc.)
on the CSC Website. In addition, the CSC Website shall contain
“case studies” and “model” CSC programs.
Such content shall be supplied by CTIA to Registry to include on
the Website. CTIA shall procure the intellectual property rights
and associated licenses from third parties (if any are required) to
display such content on the Website. Content may also be supplied
directly by third party content providers that license such content
directly to the CTIA and Registry to use on the CSC
Website.
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Second
Amendment to Common Short Code License Agreement v. 1
January 5, 2006
Page 3 of 35
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3.
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Registry shall revise the
“Step by step process” for leasing CSCs currently
located at:
http://www.usshortcodes.com/content/csc_obtain.html
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4.
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Registry shall compile Website user
statistics which shall be provided to CTIA in periodic reports,
which shall be no more than once per month.
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5.
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Registry shall replace certain
graphics on the Website.
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6.
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Registry shall include on the
Website home page a section entitled “What’s New”
to contain dynamic content supplied by CTIA and Registry.
Registry’s website support team shall provide the support for
updating this section.
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7.
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Registry shall also include on the
home page of the Website a section entitled
“Calendar/Events” which shall supply the end user with
information related to events, trade shows and conferences that are
related to the United Stated CSC program. Registry’s website
support team shall provide the support for updating this
section.
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8.
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The
CSC Website shall contain a page dedicated to CSC advertising and
promotions as agreed to by the Parties.
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9.
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The
Registry shall, with the assistance of the CTIA, develop a Webpage
on the CSC Website that describes how an end user sends an SMS
message using a CSC.
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10.
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The
Parties shall work together to develop a CSC User Guide to place on
the CSC Website that shall provide end users with the rules related
to the deployment of CSC programs.
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Second
Amendment to Common Short Code License Agreement v. 1
January 5, 2006
Page 4 of 35
ATTACHMENT NUMBER 2 TO THE
SECOND AMENDMENT TO
COMMON SHORT CODE LICENSE AGREEMENT
AMENDED AND RESTATED EXHIBIT E TO
THE
COMMON SHORT CODE ADMINISTRATION AGREEMENT
Assignment Guidelines
COMMON SHORT CODE
ADMINISTRATION
GUIDELINES
Version 1.1
January 20, 2006
Second
Amendment to Common Short Code License Agreement v. 1
January 5, 2006
Page 5 of 35
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1.
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Common Short Code Service
Overview
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2.
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Common Short Code
Namespace
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3.
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Common Short Code
Users
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4.
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Common Short Code Application
Process
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5.
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Common Short Code Address
Database
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6.
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Common Shot Code Customer
Service
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Second
Amendment to Common Short Code License Agreement v. 1
January 5, 2006
Page 6 of 35
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1.
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Common Short Code Service
Overview
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Short codes are
a string of numeric digits used to address wireless messages.
Wireless carriers administer their own list of short codes. Common
short codes (CSC) are short codes that are administered by a
single CSC Administrator for a group of wireless
carriers.
1.1 Wireless
Messaging and Short Codes
Wireless
messaging allows mobile subscribers to send and receive messages
with other subscribers or with applications. A telephone number
will be used when sending a message to another subscriber. Messages
sent to other subscribers are like email, and include text such as
“I’ll be there in 10 minutes”.
Some examples
of applications used in wireless messaging are; TV voting/polling,
information requests, direct response marketing promotions and
wireless advertising. Rather than use telephone numbers to address
applications carriers use short codes. For example, if a wireless
user wants to request football scores by using a short code they
could create a message with the text “Football scores”
and address it to a short code such as 29876. The application
provider would then send football scores to the subscriber’s
mobile.
1.2
Functional Roles Involved in Short Codes
There are a
number of roles involved in enabling and using short code related
applications:
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End
users — persons or entities that will utilize short codes for
communication with applications
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Carriers — provide the network
infrastructure for delivery of messages between the end user and
connection aggregators or application providers. A Carrier may also
act as a connection aggregator, application provider, or applicant
for CSCs. In such an event that Carrier will be bound by the same
rules and obligations as any other connection aggregator,
application provider or applicant.
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Connection aggregator — may
provide connectivity between carrier networks and application
providers
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Application providers —
provide the technology platform for a short code service
application
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Content provider — the entity
that owns or has the right to content and licenses such content to
the application provider for delivery to the end user
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It’s
possible for the application provider to also be the content
provider. For example an application provider could provide ring
tones as content. It’s also possible for the same company to
be both a connection aggregator and an application provider.
Therefore it’s possible for the connection aggregator, the
application provider and the content provider to be the same
company.
Attachment 4
provides a diagram of the roles involved in short code service
delivery.
Second
Amendment to Common Short Code License Agreement v. 1
January 5, 2006
Page 7 of 35
Short codes are
currently offered on a carrier-by-carrier basis with no
coordination of codes for identical applications. This limits
applications to specific carriers and requires end users to
recognize the specific short codes used by their carrier. This type
of approach fragments the marketing message and limits content
provider participation.
CSCs are a
specific type of short code that will enable the same short code
across multiple carriers thus increasing traffic and reducing user
confusion. This document addresses CSCs that will be administered
by a single CSC Administrator for a group of US wireless
carriers.
A CSC Registry
provides the operational aspects of the Administrator’s
functions. The Registry will maintain a single database of
available, reserved, and registered CSCs. Some of the
Registry’s responsibilities include; providing the day to day
operations, administering the resource, implementing and
maintaining the CSC administration platform, developing and
implementing guidelines, and facilitating the manual and automated
implementation of CSCs across multiple carriers.
In addition to
the roles identified in Section 1.2, CSCs require two
additional roles:
CSC
Administrator — is the entity providing the administration of
the CSCs. CTIA is the US Common Short Code
Administrator.
CSC
Registry — provides the operational aspects of the
Administrator’s functions. NeuStar is the US Common Short
Code Registry.
Second
Amendment to Common Short Code License Agreement v. 1
January 5, 2006
Page 8 of 35
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2.
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Common Short Codes
Namespace
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The industry
will introduce the CSC service in 4Q03 using CSCs in the format of
five (5) and six (6) digit short codes. The digits 0 and 1
will not be used as the first digit of a CSC to avoid potential
conflicts with existing dialing plans. The potential CSCs at
introduction will be within the ranges:
Five Digit CSCs : 20000-99999 = 80,000 potential
CSCs
Six Digit CSCs : 222222-999999 = 777,778
potential CSCs
Some short
codes within the range of potential CSCs will be reserved and
therefore will not be available for assignment as a CSC. The
remaining short codes within the defined range are eligible for use
as CSCs. Each carrier retains the right to support traffic, or not
support traffic for a leased CSC. However a carrier cannot use a
leased CSC for a purpose other than that which it has been leased
during its term.
CSCs are only
to be used between mobile devices and applications. A CSC
registrant cannot lease, sublicense or otherwise transfer a CSC nor
the rights to an application within that CSC to a third party, in
accordance with the Registrant Sublicense Agreement.
Reserved Short
Codes are short codes within the range of potential CSCs that are
reserved for other purposes and therefore are not available to be
used as CSCs. There are no code-specific charges associated with
reserved codes. There are two categories of reserved
codes;
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Grandfathered — those
currently used by carriers to provide short code related
services
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Carrier-specific — those
reserved after introduction of
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