Back to top

FOURTH AMENDMENT TO COMMON SHORT CODE LICENSE AGREEMENT

License Agreement

FOURTH AMENDMENT TO COMMON SHORT CODE LICENSE AGREEMENT | Document Parties: Cellular Telecommunications & Internet Association | NeuStar, Inc | Wireless Association You are currently viewing:
This License Agreement involves

Cellular Telecommunications & Internet Association | NeuStar, Inc | Wireless Association

. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here.
Title: FOURTH AMENDMENT TO COMMON SHORT CODE LICENSE AGREEMENT
Governing Law: Virginia     Date: 5/10/2007
Industry: Computer Services     Sector: Technology

FOURTH AMENDMENT TO COMMON SHORT CODE LICENSE AGREEMENT, Parties: cellular telecommunications & internet association , neustar  inc , wireless association
50 of the Top 250 law firms use our Products every day
 

Exhibit 10.7.1

FOURTH AMENDMENT TO
COMMON SHORT CODE LICENSE AGREEMENT

     This Fourth Amendment to the Common Short Code License Agreement (“Fourth Amendment”), dated as of the 21st day of March, 2007 (“Amendment Effective Date”) between NeuStar, Inc., a Delaware corporation, with offices located at 46000 Center Oak Plaza, Building X, Sterling, VA 20166 (“NeuStar”) and CTIA — The Wireless Association ® (formerly Cellular Telecommunications & 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 the License Agreement to (i) add new features and functionalities; (ii) revise the Registrant Sublicense Agreement to reflect such new features and functionalities; and (iii) allow for monthly billing for certain twelve (12) month CSCs.

     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 Third Amendment and not otherwise defined shall have the same meaning set forth in the License Agreement.

II. CSC Version 2.04

 

A.

 

NeuStar shall, either itself, or in conjunction with other third parties, implement CSC version 2.04, which shall include the additional features and functionality set forth in Attachment 1, attached hereto (“CSC 2.04”).

 

 

 

 

 

B.

 

For purposes of the License Agreement, the features and functionalities set forth CSC 2.04 shall be considered “Enhancements” 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.

 

 

 

 

 

C.

 

Notwithstanding the above, for the purposes of the License Agreement, the “look and feel” of any Enhancements along with any CSC Data associated or related to CSC 2.04 shall be considered “CSC Enhancements” as defined in Section 1.16 of the License Agreement. Therefore, the “look and feel” of CSC 2.04 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.

III. CSC Monthly Billing.

 

A.

 

Registry Operator may offer the “Monthly Billing” program described in Attachment 2 to this Amendment.

Fourth Amendment to Common Short Code License Agreement (final)
March 21, 2007
Page 1 of 28

 

 


 

 

 

B.

 

The Parties acknowledge that such Monthly Billing program shall only be available for CSCs leased for a period of twelve (12) months and all Registrants participating in the Monthly Billing Program must comply with the terms and conditions set forth in Attachment 2.

IV. Changes to Registrant Sublicense Agreement.

 

A.

 

The Parties agree to delete Exhibit B to the License Agreement and replace such Exhibit with the new Exhibit B. attached hereto as Attachment 3 (“RSA”).

 

 

 

 

 

B.

 

In addition to the above, the Parties agree to allow Registry Operator to distribute hard copy versions of the RSA upon request by a prospective Sublicensee. A draft of the hard copy version of the RSA is attached hereto as Attachment 4.

VI. Except as specifically modified by this Fourth Amendment, the terms and conditions of the License Agreement shall remain in full force and effect.

     IN WITNESS WHEREOF, the parties have caused this Fourth Amendment to be duly executed as of the date first written above.

 

 

 

 

 

 

 

 

 

NEUSTAR, INC

 

 

 

CTIA

 

 

 

 

 

 

 

 

 

By:

 

/s/ Steve M. Boyce

 

 

 

By:

 

/s/ Michael F. Altschul

 

 

 

Name: Steve M. Boyce

 

 

 

 

 

 

 Name:Michael F. Altschul

 

 

Title: VP and Corporate Controller

 

 

 

 

 

Title: Senior Vice President and General Counsel

 

 

Date: March 21, 2007

 

 

 

 

 

Date: March 21, 2007

Fourth Amendment to Common Short Code License Agreement (final)
March 21, 2007
Page 2 of 28

 


 

ATTACHMENT NUMBER 1 TO THE
FOURTH AMENDMENT TO
COMMON SHORT CODE LICENSE AGREEMENT

CSC 2.04 FUNCTIONALITY

Overview of Features

Registry shall develop the following features by no later than thirty (30) days following the Amendment Effective Date. The date such features are made available to the public shall be mutually agreed by the Parties.

      A. CSC Optional Directory

Registry shall develop a directory of CSCs that shall be viewable by the general public containing information derived from the CSC Application Form (“CSC Directory”). In order to implement the CSC Directory, the following changes must be made to the CSC Application Form as defined in the Assignment Guidelines:

 

§

 

Registry shall add a new section to the CSC Application that provides a high level description of the opt-in directory and “value proposition” to the applicant/content provider. The new section shall also reference via a hotlink the new Registrant Sublicense Agreement which shall contain additional terms and conditions with regards to the CSC Directory Service. A copy of the Registrant Sublicense Agreement is attached as Attachment 3 to the Fourth Amendment.

 

 

 

 

 

§

 

The Application Form shall also provide an Opt-in check-box for applicants to opt-in to this directory. Only applicants that opt-in shall be eligible to participate in the CSC Directory.

 

 

 

 

 

§

 

Link to additional information and a longer explanation of the opt-in directory program

By opting into the CSC Directory, an applicant/Registrant shall consent to the posting of the following elements contained within its Application Form:

 

-

 

CSC

 

 

 

 

 

-

 

Call to Action (eg. Text GQ to 47624)

 

 

 

 

 

-

 

Aggregator

 

 

 

 

 

-

 

Application Provider

 

 

 

 

 

-

 

Description

The Registrant shall have the right to edit, modify or delete any of its content displayed within the CSC Directory upon request to the Registry. The Registrant shall also have the right to opt-out or remove any of its content within the CSC Directory.

As stated in the Registrant Sublicense Agreement, Registry shall have the right, but not the obligation, to modify, edit or remove any CSC Directory entry. In addition, Registry shall have the right to refuse the display of any campaign which it deems in its sole discretion is (i) inappropriate, (ii) too lengthy, or (iii) would not be in the best interests of the CSC Directory.

Fourth Amendment to Common Short Code License Agreement (final)
March 21, 2007
Page 3 of 28

 


 

      B. Random CSC Selection Restrictions

Pursuant to the detailed requirements below, Registry shall implement methods and procedures to reduce the number or CSCs that may be assigned on a random basis, and to ensure that “premium CSCs” are only to be assigned on a selected basis.

1. “Premium CSCs” are defined as:

     (i) any 5 digit CSC that meets any of the following conditions:

 

 

The CSC contains 4 or more sequential numbers anywhere in the string (i.e., 81234).

 

 

 

 

 

 

The CSC contains 2 repeating pairs anywhere in the string (i.e., 53753).

 

 

 

 

 

 

The CSC contains 3 or more of the same digit in a row anywhere in the string (i.e. 32000).

     (ii) any 6 digit CSC that meets any of the following conditions:

 

 

The CSC contains 4 or more sequential numbers anywhere in the string (i.e., 812347).

 

 

 

 

 

 

The CSC contains 2 or more repeating pairs anywhere in the string (i.e., 537531).

 

 

 

 

 

 

The CSC contains 2 repeating triples in the string (i.e., 254254).

 

 

 

 

 

 

The CSC contains 4 or more of the same digit in a row anywhere in the string (i.e. 300006).

For the purposes of the above, when determining sequential numbers, the number 0 shall be considered sequential to 1 not 9. For example, the CSCs 50123 and 501236 will be considered desirable and therefore restricted from random assignment while the codes 57890 and 578906 will not be restricted from random assignment.

Nothing herein shall prevent the renewal of CSCs that are currently being leased as random CSCs; provided however, that in the event the CSC is deleted (and not restored), the CSC shall be removed from the pool of available random CSCs. In addition, the above rules shall not prevent any of these codes from becoming a Reserved CSC in the event that a Participating Carrier decides to reserve such CSC.

      C. New Search Logic

Registry shall enable the public side website to display the search results based on the additional criteria set forth below.

 

1.

 

Registry shall implement functionality to allow the end user to search which CSCs are available for registration, including those CSCs that have been restricted from the pool of available Random CSCs.

 

 

 

 

 

2.

 

Registry shall allow the following searches:

 

i.

 

Easy to Remember Codes. These are CSCs that contain:

 

 

o

 

For 5 digit CSCs:

 

§

 

4 or more sequential numbers anywhere in the string (i.e., 81234)

 

 

 

 

 

§

 

5 reverse sequential numbers anywhere in the string

 

 

 

 

 

§

 

2 repeating consecutive pairs anywhere in the string (i.e., 53537).

Fourth Amendment to Common Short Code License Agreement (final)
March 21, 2007
Page 4 of 28

 

 


 

 

 

§

 

3 or more of the same digit in a row at the beginning or end of the string (i.e. 77775 or 57777).

 

 

o

 

For 6 digit CSCs:

 

§

 

6 sequential numbers.

 

 

 

 

 

§

 

6 reverse sequential numbers.

 

 

o

 

2 or more repeating pairs if the pair appears 3 times (i.e., 535353)

 

§

 

2 triples in the string where there are 2 sets of sequential or nonsequtial repeating numbers (i.e., 444666 or 234234)

 

 

 

 

 

§

 

5 or 6 consecutive occurrences of the same number (i.e., 555556 or 555555)

 

 

3.

 

All search results shall be displayed similarly to the current search results displayed to an applicant requesting to purchase a CSC directly from the search results page upon user login.

Fourth Amendment to Common Short Code License Agreement (final)
March 21, 2007
Page 5 of 28

 


 

ATTACHMENT NUMBER 2 TO THE
FOURTH AMENDMENT TO
COMMON SHORT CODE LICENSE AGREEMENT

MONTHLY BILLING PROMOTION

CSCA RELEASE 2.05

CSC REQUIREMENTS FOR MONTHLY BILLING

1.

 

The Monthly Billing feature shall only be available to Registrants who have leased a new code, or renew a currently registered CSC for a period of twelve (12) months.

 

 

 

2.

 

Each participating registrant must agree to the following terms and conditions which shall be attached as an amendment to the “Hard Copy” Registrant Sublicense Agreement set forth in Attachment 4 to this Fourth Amendment.

 

     (a)

 

Registrant must be the CSC Applicant for a minimum of twenty-five (25) CSCs and must exercise this monthly billing feature for a minimum of five (5) CSCs. Such CSCs can be new CSCs or may be renewal of existing CSCs under this program provided that it maintains a minimum of five (5) active CSCs in this program and a total of twenty- five (25) CSCs. These minimum numbers may be changed by mutual agreement of the CTIA and Registry.

 

 

 

 

 

     (b)

 

All monthly billing payments must be paid by credit or debit card — no exceptions;

 

 

 

 

 

     (c)

 

All payments are made monthly in advance.

 

 

 

 

 

     (d)

 

In the event that there are insufficient funds or the card is refused, the customer will be notified and will have 72 hours to provide a replacement card number; if this occurs more than once, Registry reserves the right to cancel the customer’s eligibility in the program immediately;

 

 

 

 

 

     (e)

 

If the customer defaults on credit/debit card payments, and payment to Registry is refused by the applicable financial institutions, Registry shall have the right to immediately terminate Registrant from this program. Upon such termination, payments of all amounts owed to Registry shall be accelerated and become immediately due and payable to Registry.

Fourth Amendment to Common Short Code License Agreement (final)
March 21, 2007
Page 6 of 28

 


 

ATTACHMENT NUMBER 3 TO THE
FOURTH AMENDMENT TO
COMMON SHORT CODE LICENSE AGREEMENT

ONLINE REGISTRANT SUBLICENSE AGREEMENT

THIS IS A LEGALLY BINDING AGREEMENT BETWEEN NEUSTAR, INC., THE COMMON SHORT CODE (“CSC”) REGISTRY OPERATOR (“REGISTRY”), AND “YOU,” THE APPLICANT FOR A LICENSE TO USE CSC(S) IN ACCORDANCE WITH THE TERMS OF THIS SUBLICENSE AGREEMENT (“AGREEMENT”). PLEASE BE ADVISED THAT THE MERE APPLICATION FOR OR REGISTRATION OF A CSC WITH THE REGISTRY DOES NOT GUARANTEE THAT A PARTICIPATING CARRIER WILL ACCEPT OR IMPLEMENT THE CSC OR THAT YOU WILL BE ABLE TO USE THE CSC AT ALL.

BY SELECTING “I AGREE,” BY USING THE SERVICE, OR BY SIGNIFYING YOUR ACCEPTANCE IN ANY OTHER WAY, YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS AND CONDITIONS, YOU ARE NOT AUTHORIZED TO USE THE SERVICE AND YOU MUST DISCONTINUE ANY FURTHER USE.

1. The Service. Registry administers a method for assignment of CSCs. CSCs are a string of numeric characters that are interoperable across communication service providers in the United States that are participating in CSC services (“Participating Carriers”). The Participating Carriers and other participating members of the wireless telecommunications industry have appointed the CTIA — The Wireless Association® (formerly Cellular Telecommunications & Internet Association) (“CTIA”) to serve as their Common Short Code Administrator and CTIA, acting in that capacity, has granted Registry a license to assign CSCs in the manner described in this Agreement. Registry makes this Service available to those seeking to sublicense for the term selected, a CSC. CSCs are intended for use only in the United States. You may review frequently asked questions regarding the Service by reviewing the CSC FAOs.

2. Registration, Password and Security. To use the Service and license a CSC, You will be asked to first create an account and obtain a login name. In addition. You will be asked to create a password. If any information You provide is inaccurate, incomplete or not current, Registry may suspend or terminate Your account and access to the Service. You may change such information at any time by logging into Your account . You are solely responsible for maintaining the confidentiality of Your login name and password. You must immediately notify Registry of any unauthorized use of Your login name and You are responsible for any unauthorized activities, charges and/or liabilities made on or through Your login name until Registry receives such notification. You may not transfer or lend login names to any other third party.

3. Privacy. BY AGREEING TO THE TERMS OF THIS AGREEMENT, YOU ACKNOWLEDGE THAT THE PRIVACY STATEMENT OF THE CSCA AND GENERALLY DESCRIBE THE COLLECTION AND USE OF PERSONAL INFORMATION, DO NOT APPLY TO INFORMATION SUBMITTED TO REGISTRY UNDER THIS AGREEMENT. In addition, Registry will not use the data submitted by You in a way incompatible with the purposes of this Agreement. You represent and warrant that You have provided notice to, and obtained consent from, any third party individuals whose data You supply to us as part of the Service with regard to: (i) the purposes for which such third party’s data has been collected, (ii) the intended recipients or categories of recipients of the third party’s data, (iii) which parts of the third party’s data are obligatory and which parts, if any, are voluntary; and (iv) how the third party can access and, if necessary, rectify the data held about them. You further agree to provide such notice and obtain such consent with regard to any third party data You provide in the future. Neither Registry nor CTIA are responsible for any consequences resulting from Your failure to provide notice or receive consent from such individuals nor for Your providing

Fourth Amendment to Common Short Code License Agreement (final)
March 21, 2007
Page 7 of 28

 


 

outdated, incomplete or inaccurate information. In addition to the above, in the event that You elect to participate in the optional CSC directory service offered by Registry, You hereby consent to the publication of such information on a directory that may be viewable by members of the general public.

4. Disclosure of Certain Information. In order for Registry to comply with the rules and policies for the administration of CSCs (which may be updated from time to time), You consent to the disclosure by Registry to CTIA or to Participating Carriers, or those acting on behalf of CTIA or Participating Carriers through an interactive accessible registration database or otherwise, the Data. In addition, You acknowledge that the Application identifies those fields and Data that will be publicly disclosed or made available through the Registry’s website or otherwise. You further consent to the disclosure of any Data or other information to any governmental agency upon receipt of lawful process or in compliance with any law, or to protect the rights or property of Registry, CTIA, Participating Carriers, or any of their customers or users. Further, in the event that You agree to participate in the optional CSC directory service, and indicate such acceptance in your CSC application or otherwise, You hereby consent to the publication of such required data in the CSC directory. You acknowledge and agree that such data may be viewable by members of the general public.

5. The Application.

a. CSC. In order to apply for a CSC through the Service, You must complete the Registry’s application form for each CSC that You would like to register and pay the requisite fees set forth in Section 8 below. For each application, the person/entity listed in the “Content Provider details” must be the actual Content Provider (as defined above). Once You have submitted a completed application, Registry will send an email confirming it has received Your application. You must retain the confirmation e-mail for each application You submit. You also may review detailed instructions to complete and submit an application by reviewing Registry’s INSTRUCTIONS . You agree to: (1) provide certain true, current, complete and accurate information during the application process; and (2) maintain and update such information according to Registry’s modification procedures as needed to keep it current, complete and accurate.

b. Types of CSCs. All applications for CSCs are accepted by Registry on a first-come, first-served basis. Unless You specify a specific CSC in Your application, once Your application is deemed to be complete by the Registry, You will be assigned a CSC on a random basis from the pool of available CSCs (a “Random CSC”). A “Selected CSC” shall mean any CSC that You specifically request from Registry. Selected CSCs shall also be assigned on a first-come, first-served basis from the pool of available CSCs. Registry makes no representation that any specific CSC will be available upon request. You acknowledge and agree that submission of a CSC application or otherwise meeting the eligibility requirements for registration does not guarantee that Your application will be approved, that You will ultimately be the sublicensee of a particular CSC, or that any Participating Carrier will accept, implement or maintain a sublicensed CSC.

c. Right of Refusal. Registry reserves the right, in its sole discretion, to refuse to register any Random or Selected CSC. YOU AGREE THAT ANY AND ALL REGISTRATION FEES PAID TO REGISTRY SHALL NOT BE REFUNDABLE. You agree that neither Registry nor CTIA shall be liable for any losses or damages that may result from a refusal to register any CSC. You acknowledge and agree that neither Registry nor CTIA shall be liable to You or any other party in connection with claims, damages, losses, expenses or costs incurred or suffered by You as a result of actions taken or not taken by Participating Carriers.

d. Term of CSCs. All CSCs, whether Selected or Random, shall be available for terms of three (3),

Fourth Amendment to Common Short Code License Agreement (final)
March 21, 2007
Page 8 of 28

 


 

six (6) and twelve (12) months and may be renewed by You for additional three (3), six (6) and twelve (12) month periods.

e. Activating Your CSC. REGISTERING A CSC IN NO WAY GUARANTEES YOU THE RIGHT TO SEND OR RECEIVE COMMUNICATIONS USING YOUR CSC OR THE RIGHT TO USE THE CSC IN ANY OTHER MANNER. IN ORDER TO ACTIVATE YOUR CSC, YOU MUST OBTAIN APPROVAL FROM EACH INDIVIDUAL PARTICIPATING CARRIER IN WHICH YOU WOULD LIKE TO TRANSMIT CONTENT. THE TERMS AND CONDITIONS OF ALL SUCH ARRANGEMENTS WITH INDIVIDUAL PARTICIPATING CARRIERS ARE AT THE SOLE DISCRETION OF THAT PARTICIPATING CARRIER AND SHALL NOT IN ANY WAY INVOLVE REGISTRY. IN ADDITION, INITIAL APPROVAL OF REGISTRATION OF A CSC IN NO WAY GUARANTEES THAT YOU WILL BE ABLE TO RETAIN SUCH CSC PAST THE CURRENT TERM OF YOUR REGISTRATION.

f. Expiration Grace Period. In the event that Your CSC expires, and has not been renewed in accordance with this Agreement, You may be given an additional thirty (30) day grace period, at the sole discretion of the Registry, in which to re-register such CSC. In the event you do not re register such CSC within that period, this Agreement shall be terminated, and the CSC may be made available to the general public after an appropriate aging period.

g. Opt-in/Opt-Out of CSC Programs. In addition to the prohibitions of the transmission of unsolicited messages elsewhere in this Agreement, each individual program or application administered to an end user through a CSC must be offered on an “opt-in basis,” This may be achieved through the submission of an MO message to the program or registering to receive messages through a website operated by the Registrant. In addition, each Registrant must also offer a convenient, easy-to-use and conspicuous method for an end user to opt-out any individual program or application administered through a CSC.

h. No Assignment or Transfer of the CSC. You may not transfer or assign Your sublicense to any CSC or any of Your rights or obligations under this Agreement. Notwithstanding the foregoing, You may assign Your sublicense to a CSC in connection with the sale of all or substantially all of Your assets to a third party successor in interest.

i. Representations. You agree that You may access and use the Service for lawful purposes only and that You are solely responsible for the knowledge and adherence to this Agreement, any and all laws, statutes, rules and regulations pertaining to Your use of the Service and a CSC, including without limitation laws related to intellectual property, defamation, publicity and privacy. You represent that (i) You intend to use and will use each sublicensed CSC for the purpose set forth in Your application and not for the purpose of blocking another party from using a CSC, (ii) neither Your registration nor use of the any sublicensed CSC nor the manner in which You intend to use such CSC will directly or indirectly infringe or violate the legal rights of a third party, and (iii) You have all requisite power and due authority to execute this Agreement and to perform Your obligations hereunder. You agree that You will not (i) use a CSC in violation of this Agreement; (ii) use a CSC to commit a criminal offense or to encourage conduct that would constitute a criminal offense or give rise to a civil liability, or otherwise violate any local, state, Federal or international law or regulation; (iii) use a CSC to upload or otherwise transmit any content that you do not have a right to transmit under any law or contractual or fiduciary duty; (iv) interfere or infringe with any trademark or proprietary rights of any other party; (v) interfere with the ability of other users to access or use the Service; (vi) claim a relationship with or to speak for any individual, business, association, institution or other organization for which You are not authorized to claim such a relationship; (vii) interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service; or (viii) reproduce, duplicate, copy, use, distribute, sell, resell or otherwise exploit for

Fourth Amendment to Common Short Code License Agreement (final)
March 21, 2007
Page 9 of 28

 


 

any commercial purposes any portion of the Service.

j. BY REGISTERING A CSC, YOU HEREBY ACKNOWLEDGE THAT YOUR USE OF SUCH CSC IS AND SHALL REMAIN IN COMPLIANCE WITH THE ABOVE. AS SUCH, YOUR CSC MAY BE SUBJECT TO FUTURE CANCELLATION, DELETION AND/OR REMOVAL IN THE EVENT THAT YOUR USE OF THE CSC IS DETERMINED TO BE IN VIOLATION OF THIS AGREEMENT.

k. CSC Opt-in Directory. Registry may elect to offer a CSC directory that provides members of the general public with certain information about Your CSC and any programs or campaigns offered through the CSC. Participation in the CSC directory service is optional. You shall have the right to edit, modify or delete any of Your content displayed within the CSC Directory upon request to the Registry. You shall also have the right to opt-out or remove any of Your content within the CSC Directory. You understand that You, and not Registry, are entirely responsible for all content contained within the CSC directory. Registry does not control the content posted via the CSC directory and, as such, does not guarantee the accuracy, integrity or quality of such information. Under no circumstances shall Registry be liable in any way for any content, including, but not limited to, any errors or omissions in any content, or any loss or damage or any kind incurred as a result of the use of any content posted in the CSC directory. You acknowledge that Registry may or may not pre-screen content contained within the CSC directory, but that Registry and its designees shall have the right (but not the obligation) in their sole discretion to pre-screen, refuse, edit or move any such content that is available through the CSC directory service. Without limiting the foregoing, Registry shall have the right to remove or edit any content that violates this Agreement. With respect to any content you submit or make available for inclusion in the CSC directory, You provide Registry with a worldwide, royalty-free and non-exclusive license to use, distribute, reproduce, modify, adapt and publicly display such content in the CSC directory during the term of Your participating in the CSC directory service.

6. Registry Reservation. Registry reserves the right, but does not assume the obligation, to strictly enforce this Agreement by, without limitation, issuing warnings, suspending or terminating Service prior to actively investigating violations and prosecuting them in any court or appropriate venue. Registry may access, use and disclose transaction information about Your use of the Service, to the extent permitted by law, in order to comply with the law (e.g., a lawful subpoena); to enforce or apply this Agreement; to initiate, render, bill, and collect for the Services; to protect its rights or property; or to protect users of the Services from fraudulent, abusive, or unlawful use of, the Service. INDIRECT OR ATTEMPTED VIOLATIONS OF THIS POLICY OR ANY RELATED POLICY, GUIDELINE OR AGREEMENT, AND ACTUAL OR ATTEMPTED VIOLATIONS BY A THIRD PARTY ON YOUR BEHALF SHALL BE CONSIDERED VIOLATIONS OF THIS POLICY BY YOU. In addition, Registry reserves the right to deny, cancel, transfer or otherwise make unavailable any CSC that it deems necessary, in its sole discretion, (1) to protect the integrity and stability of the Service; (2) to comply with any applicable laws, government rules, policies or requirements, requests of law enforcement, in compliance with any dispute resolution process; (3) to avoid any liability, civil or criminal, on the part of Registry, as well as its affiliates, subsidiaries, officers, directors, representatives, employees, and stockholders; (4) for violations of any agreement between Registry and any third party related to the Service; (5) to correct mistakes made by Registry, in connection with a CSC registration.

7. Fees. As consideration for the Service, You agree to pay Registry a non-refundable fee of $1000 per month for each “Selected CSC” and $500 per month for each “Random CSC,” Such fees are subject to change at any time by Registry, in its sole discretion; provided, however, that the fees in effect at the time of submission of Your application for a CSC, or at the time of renewal of Your CSC registration, will remain in effect with respect to such CSC registration for the period of such initial term or renewal term, as applicable. All fees for the entirety of the term shall be due and

Fourth Amendment to Common Short Code License Agreement (final)
March 21, 2007
Page 10 of 28

 


 

payable before assignment or renewal of the CSC. Registry may take all remedies to collect fees owed. In the event that You dispute any fee, or take any action to initiate a credit card chargeback for any of the fees described above, such action may result in Your sublicense of a CSC being suspended until such time as the dispute is resolved, at which time, depending on the outcome of the dispute, the sublicense of the CSC may be reinstated or cancelled, whichever applicable. In addition to the foregoing fees, You are responsible for all taxes associated with such fees.

8. Ownership. You acknowledge that all right, title and interest in and to the database of CSCs, each of the CSCs themselves, the underlying technology used in connection with the Service, the CSC directory, and all software, material, information, communications, text, graphics, links, electronic art, animations, audio, video, photos, and other data (collectively, the “Intellectual Property”) available within the Service are the exclusive property of either the Registry or, in some instances, of licensors and/or third-party providers from whom Registry has obtained a license to use their Intellectual Property. You acknowledge that although you have a sublicense to use CSCs for the duration of the term, you have no proprietary ownership interest in the CSCs. You agree that You will not take any action that would cause You to acquire any trademark, trade name or trade dress rights in the CSC. You acknowledge and agree that the registration of a CSC does not confer immunity from objection to either the registration or use of the CSC by a third party. Neither Registry, nor CTIA, nor any Participating Carrier is responsible in any way for any conflict or dispute with or any actual or threatened claim against You relating to a CSC, including without limitation a claim that any use of a CSC interferes with or infringes a registered or unregistered trademark, trade name, service mark or rights relating to a name or other identifying indicium of a third party or any other intellectual property rights or proprietary rights (including without limitation rights of publicity) of a third party or relating to the defamation or interference with the right of privacy of any third party. Except as expressly authorized by Registry or as may be posted on the Service, You may not copy, reproduce, publish, distribute, modify, create derivative works of, rent, lease, sell, transfer, display, transmit, compile or collect in a database, or in any manner commercially exploit any part of the Intellectual Property or the Service, in whole or in part. You may not store any significant portion of any Intellectual Property or the Service owned by, or licensed to Registry in any form, whether archival files, computer-readable files, or any other medium. You also may not “mirror” any Intellectual Property or the Service on any other server.

9. Links. Some links on Registry’s Web site lead to sites posted by independent site owners. Because Registry does not have control over these sites, it is not responsible for such sites’ accessibility via the Internet. Registry does not endorse products, services, or information provided by such sites. As such, Registry shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with, use or reliance on any content, goods or services available on or through any other site. Further, the inclusion of these links does not imply that the other sites have given permission for inclusion of these links, or that there is any relationship between Registry and the linked sites.

10. Trademark Notice. CTIA®, CTIA logos, NeuStar®, NeuStar logos, their taglines and the look, feel and trade dress of the Service are the exclusive trademarks, service marks, trade dress and logos of CTIA — The Wireless Association® and NeuStar, Inc. respectively. All other trademarks, service marks, trade dress, and logos used on the Service are the trademarks, service marks, trade dress, and logos of their respective owners.

11. Designated Agent. The Digital Millennium Copyright Act, signed into law on October 28, 1998, amended the copyright law to provide limitations for service provider liability relating to material online. In compliance with such Act, Registry has a Designated Agent to receive notice of alleged copyright infringements contained on the Service. All inquiries into alleged copyright infringement on the Service should be sent to Registry, c/o Jeffrey J. Neuman, Director of Law and

Fourth Amendment to Common Short Code License Agreement (final)
March 21, 2007
Page 11 of 28

 


 

Policy, 46000 Center Oak Plaza, Building Ten, Sterling, VA 20166.

12. Local Laws; Export Control. Registry controls and operates the Service from its headquarters in the United States and makes no representation that the Service is appropriate or available for use in other locations. If You use the Service from other locations, You are responsible for compliance with applicable local laws, including, but not limited to, export and import regulations of other countries. Unless otherwise explicitly stated, all marketing or promotional materials found on the Service are solely directed to individuals, companies, or other entities located in the United States.

13. Disclaimer of Warranty, Limitation of Liability. YOU AGREE THAT YOUR ACCESS TO AND USE OF THE SERVICE AND A CSC ARE AT YOUR OWN RISK. NEITHER REGISTRY, CTIA, NOR EACH OF THEIR RESPECTIVE PARENTS, SUBSIDIARIES, SHAREHOLDERS, MEMBERS, OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, SUBCONTRACTORS OR AGENTS WARRANT THAT THE SERVICE OR A CSC WILL BE UNINTERRUPTED OR ERROR-FREE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE OR A CSC OR AS TO THE ACCURACY, RELIABILITY, OR CONTENT WITHIN THE SERVICE. THE SERVICE IS PROVIDED ON AN “AS IS, “AS AVAILABLE” BASIS WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON- INFRINGEMENT. TESTING AND APPROVAL OF A CSC APPLICATION DOES NOT ENSURE THAT IT WILL RUN WITHOUT ERROR OR THAT IT WILL NOT OTHERWI


 
SITE SEARCH

AGREEMENTS / CONTRACTS

Document Title:

Entire Document: (optional)

Governing Law:(optional)


Try our advanced search >>
 

CLAUSES

Search Contract Clauses >>

Browse Contract Clause Library>>

Get Email Updates
Email:
This is only a partial view of this document. We have millions of legal documents and clauses drafted by top law firms. learn more search for free browse for free learn more