SECOND AMENDMENT TO
AMENDED AND RESTATED COMMON SHORT CODE LICENSE
AGREEMENT
This
Second Amendment (“2 nd Amendment”), to the Amended and Restated
Common Short Code License Agreement, dated as of the 22
nd day of May, 2009 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 (“CTIA”), a
District of Columbia non-profit corporation, located at 1400
16 th
Street, NW, Suite 600,
Washington, DC 20036.
WHEREAS,
NeuStar entered into an Amended and Restated Common Short Code
License Agreement with the CTIA (“License Agreement”)
dated June 2, 2008 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
Additional Services on behalf of members of the wireless
industry;
WHEREAS,
NeuStar and CTIA entered into a 1 st Amendment to change the application form by
adding additional fields of information to be supplied by
Applicants and Registrants (“CSC 3.0 Phase
1”).
WHEREAS,
the Parties desire to document the business rules and legal terms
and conditions for implementing CSC 3.0 Phase 1, including amending
certain terms of the License Agreement and the Registrant
Sublicense Agreement.
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:
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A.
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“Acceptable Use Policy”
or “AUP” shall mean the acceptable use policy that
governs the use of Common Short Codes as well as the policies and
procedures associated with its enforcement.
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B.
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“Amended Assignment
Guidelines” has the meaning assigned to it in Section VI
below.
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C.
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“Campaign Content
Provider” shall mean an entity that owns, has the right to
use, and/or distributes the content transmitted or distributed
through an individual advertising campaign associated with the CSC.
Such advertising may be in any media, including print, broadcast,
and electronic media. A Campaign Content Provider may also be a CSC
Content Provider. The term Campaign Content Provider is not limited
to parties that are listed in the “Campaign Content
Provider” field on the CSC application, provided that NeuStar
will not be obligated to determine whether such information listed
in the “Campaign Content Provider” field is accurate
and/or complete.
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D.
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“Content Provider” shall
mean an entity that owns or has the right to content, including
content that is sent to the End User though the CSC and advertising
or promotional content associated with a CSC campaign. This
includes both the CSC Content Provider and Campaign Content
Provider.
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E.
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“CSC Content Provider”
shall mean an entity that owns, has the right to use, and/or
distributes the content transmitted or distributed through a CSC to
the end user. A CSC Content Provider may also be a Campaign Content
Provider. The term CSC Content Provider is not limited to parties
that are listed in the “CSC Content Provider” field on
the CSC application, provided that NeuStar will not be obligated to
determine whether such information listed in the “CSC Content
Provider” field is accurate and/or complete.
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2nd Amendment
to Amended and Restated Common Short Code License Agreement
(final)
May 2009
Page 1 of 6
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F.
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“CSC 3.0 Phase 1 Launch
Date” shall mean the date mutually agreed by the Parties as
the date in which the features and functionality set forth in the
1 st Amendment are placed into
production.
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G.
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“CTIA Monitoring Agent”
means the entity authorized by CTIA to monitor compliance with the
AUP and certain aspects of the RSA.
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H.
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“CTIA Monitoring Agent
Contact” means the CTIA-authorized person or persons to whom
Registry refers all questions regarding the AUP, Red Flag
Indicators, and/or the enforcement of the AUP.
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I.
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“Delegate User” means an
entity whom the Registrant provides access to one or more of their
CSC Applications, Renewal Applications or Registrations for the
purpose of adding, deleting, editing or modifying information
required by the Registry for processing the CSC application for
approval once Applicant has agreed to RSA.
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J.
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“Red Flag Indicator”
shall mean a flag applied by CTIA’s Monitoring Agent
associated with a specific Content Provider for specific
violation(s) of the AUP or industry best practices on one or more
CSC campaigns or CSCs.
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K.
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“Red Flag Indicator
File” shall have the meaning set forth in III.B.3.
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L.
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“Registrant” shall mean
the entity that agrees to the terms of the Registrant Sublicense
Agreement.
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M.
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“Restricted User” shall
mean the Content Provider that receives a Red Flag
Indicator.
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N.
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“SCA” shall mean
Standard Campaign Application, which is the application that a
Registrant must submit to the Registry to submit a CSC
campaign.
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O.
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Terms used in this 2nd Amendment and
not otherwise defined shall have the same meaning set forth in the
License Agreement and 1 st Amendment.
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II.
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Registry Implementation of CSC 3.0
Phase 1 SCA.
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A.
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Registry shall be responsible for
collecting all information set forth in the SCA as set forth in the
1 st Amendment in the mann
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