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.
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A.
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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”).
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B.
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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.
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C.
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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.
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III. CSC
Monthly Billing.
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A.
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Registry Operator may offer the
“Monthly Billing” program described in Attachment 2 to
this Amendment.
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Fourth
Amendment to Common Short Code License Agreement (final)
March 21, 2007
Page 1 of 28
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B.
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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.
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IV. Changes
to Registrant Sublicense Agreement.
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A.
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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”).
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B.
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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.
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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.
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NEUSTAR,
INC
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CTIA
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/s/ Steve M.
Boyce
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By:
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/s/ Michael F.
Altschul
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Name: Steve M.
Boyce
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Name:Michael F. Altschul
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Title: VP and
Corporate Controller
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Title: Senior
Vice President and General Counsel
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Date:
March 21, 2007
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Date:
March 21, 2007
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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
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:
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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.
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§
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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.
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§
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Link to additional information and a
longer explanation of the opt-in directory program
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By opting into
the CSC Directory, an applicant/Registrant shall consent to the
posting of the following elements contained within its Application
Form:
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-
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CSC
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Call to Action (eg. Text GQ to
47624)
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Aggregator
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Application Provider
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Description
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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:
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•
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The
CSC contains 4 or more sequential numbers anywhere in the string
(i.e., 81234).
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The
CSC contains 2 repeating pairs anywhere in the string (i.e.,
53753).
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The
CSC contains 3 or more of the same digit in a row anywhere in the
string (i.e. 32000).
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(ii) any 6
digit CSC that meets any of the following conditions:
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The
CSC contains 4 or more sequential numbers anywhere in the string
(i.e., 812347).
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The
CSC contains 2 or more repeating pairs anywhere in the string
(i.e., 537531).
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The
CSC contains 2 repeating triples in the string (i.e.,
254254).
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The
CSC contains 4 or more of the same digit in a row anywhere in the
string (i.e. 300006).
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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.
Registry shall
enable the public side website to display the search results based
on the additional criteria set forth below.
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1.
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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.
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2.
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Registry shall allow the following
searches:
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i.
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Easy to Remember Codes. These are
CSCs that contain:
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4
or more sequential numbers anywhere in the string (i.e.,
81234)
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5
reverse sequential numbers anywhere in the string
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2
repeating consecutive pairs anywhere in the string (i.e.,
53537).
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Fourth
Amendment to Common Short Code License Agreement (final)
March 21, 2007
Page 4 of 28
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§
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3
or more of the same digit in a row at the beginning or end of the
string (i.e. 77775 or 57777).
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6
sequential numbers.
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6
reverse sequential numbers.
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o
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2
or more repeating pairs if the pair appears 3 times (i.e.,
535353)
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§
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2
triples in the string where there are 2 sets of sequential or
nonsequtial repeating numbers (i.e., 444666 or 234234)
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§
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5
or 6 consecutive occurrences of the same number (i.e., 555556 or
555555)
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3.
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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.
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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
CSC REQUIREMENTS FOR MONTHLY
BILLING
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1.
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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.
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2.
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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.
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(a)
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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.
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(b)
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All
monthly billing payments must be paid by credit or debit card
— no exceptions;
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(c)
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All
payments are made monthly in advance.
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(d)
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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;
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(e)
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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.
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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.
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
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