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EXHIBIT 10.13
SERVICES AGREEMENT
BETWEEN
INTELLIGENT INFORMATION INCORPORATED
AND
SOUTHWESTERN BELL MOBILE SYSTEMS, INC.
AND SOUTHWESTERN BELL WIRELESS INC.
THIS AGREEMENT, EFFECTIVE JUNE 9, 1998 (THE "AGREEMENT") IS BETWEEN INTELLIGENT
INFORMATION INCORPORATED, A DELAWARE CORPORATION ("III") AND SOUTHWESTERN BELL
MOBILE SYSTEMS, INC., D/B/A CELLULAR ONE AND SOUTHWESTERN BELL WIRELESS INC.
(COLLECTIVELY "SBMS").
WHEREAS, III owns computer software and has related procedures (hereinafter
referred to as "Systems") and by utilizing these Systems provides Services
that deliver "intelligent information" (the "Services") based on data from
various sources (the "Information Providers") to text displaying wireless
devices either at prearranged times or as data conditions change by
prearranged parameters; and
WHEREAS, SBMS is desirous of providing these Services to its customers
(hereinafter such customers receiving Service(s) are referred to as
"Subscribers"); and
WHEREAS, this Agreement covers the provision of Services to SBMS for resale
to its Subscribers, as set forth herein;
NOW, THEREFORE, for good and valuable consideration, the receipt and
adequacy of which is hereby confessed and acknowledged, it is agreed as
follows:
1. PROVISION OF SERVICES.
a. III agrees to provide the Services to SBMS for resale to its
Subscribers, under the terms and conditions contained herein. Individual
Services may be combined into "Packages."
b. A complete list of all the Services available, including times
and/or parameters at which the Services will be delivered, is attached hereto as
part of Appendix B. SBMS is not bound to offer all these services, but may
choose services and create packages based on this list.
c. III will continue to offer the Services initially listed on Appendix
B for at least two years from the effective date hereof. Thereafter, III has the
right to modify Appendix B to alter or remove specific Services only upon at
least 120 days advance written notice to SBMS. III may add Services to Appendix
B at any time upon notice to SBMS and such Services will thereafter be subject
to the requirements of this Agreement and this Paragraph 1.c.
d. SBMS may request that III provide a new type of Service not
available on Appendix B, and may identify specific Information Providers who
provide the data required for such Service. III agrees to work in good faith to
acquire such data (either from an identified provider or other provider(s)) and
make it available to SBMS under this Agreement, if it can do so on commercially
reasonable terms. Notwithstanding the provisions of paragraph 7 below, any such
Services shall be provided by III exclusively to SBMS and to no other III
customer in the geographic areas in which SBMS operates for a period of one
year.
2. TERM; TERMINATION.
a. This Agreement shall become effective upon the date stated above and
shall remain in effect until terminated or canceled as provided herein.
b. For the purposes of this Agreement "cancel or "cancellation" shall
mean the ending of this Agreement for cause due to an uncured breach of the
defaulting party.
CONFIDENTIAL TREATMENT REQUESTED
Brackets have been used to identify information which has been omitted from this
exhibit pursuant to a request for confidential treatment and filed separately
with the Securities and Exchange Commission.
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"Terminate" or "termination" shall mean the ending of this Agreement for
convenience and without cause.
c. SBMS may terminate this Agreement upon one hundred twenty (120) days
prior written notice to III setting forth the effective date of termination. III
may terminate this Agreement upon one hundred eighty (180) days prior written
notice to SBMS setting forth the effective date of termination.
d. Upon the termination or cancellation of this Agreement SBMS shall
pay III for satisfactory Services provided up to the effective date of such
termination or cancellation.
3. ACCESS PORT. SBMS shall provide and maintain the necessary computer access
port(s) into its system for use by III in delivering messages containing
information addressed to SBMS' Subscribers. The protocol used on this port shall
be mutually agreeable to SBMS and III. SBMS shall pay communication costs
between SBMS and III, including but not limited to, connections required for
message delivery and customer provisioning.
4. SUBSCRIBER AGREEMENT. SBMS shall use its best efforts to deliver a subscriber
agreement in substantially the form of that attached hereto as Appendix A (the
"Subscriber Agreement") to each of its Subscribers prior to activation of
Service(s) to that Subscriber along with any description of the Services
delivered to the Subscribers. SBMS may or may not require its Subscribers to
sign the Subscriber Agreement.
SBMS HEREBY AGREES TO INDEMNIFY AND HOLD III AND/OR ANY INFORMATION PROVIDERS
LISTED IN APPENDIX B AND USED BY III IN THE PROVIDING OF SERVICES TO SBMS
HARMLESS FROM AND AGAINST ANY AND ALL DAMAGES, LOSSES, OR EXPENSES SUFFERED OR
PAID AS A RESULT OF ANY CLAIMS, DEMANDS, SUITS, CAUSES OF ACTION, PROCEEDINGS,
AWARDS, JUDGMENTS, AND LIABILITIES (INCLUDING REASONABLE ATTORNEY'S FEES)
INCURRED IN LITIGATION BY OR AGAINST III AND/OR ANY INFORMATION PROVIDERS BY
REASON OF SBMS' FAILURE TO DELIVER THE SUBSCRIBER AGREEMENT TO ANY SUBSCRIBER,
PROVIDED THAT (1) THE PARTY SEEKING INDEMNITY PROVIDES PROMPT NOTICE TO SBMS OF
ANY SUCH CLAIM OR SUIT, AND (2) SBMS SHALL HAVE THE OPTION TO UNDERTAKE AND
CONDUCT THE DEFENSE OF ANY SUIT SO BROUGHT AND THAT NO SETTLEMENT OF ANY SUCH
CLAIM OR SUIT IS TO BE MADE WITHOUT THE PRIOR WRITTEN CONSENT OF SBMS.
III HEREBY AGREES TO INDEMNIFY AND HOLD SBMS HARMLESS FROM AND AGAINST ANY
AND ALL DAMAGES, LOSSES, OR EXPENSES SUFFERED OR PAID AS A RESULT OF ANY CLAIMS,
DEMANDS, SUITS, CAUSES OF ACTION, PROCEEDINGS, AWARDS, JUDGMENTS, AND
LIABILITIES (INCLUDING REASONABLE ATTORNEY'S FEES) INCURRED IN LITIGATION BY OR
AGAINST SBMS AS A RESULT OF THE INFORMATION OR DATA PROVIDED TO SBMS OR ITS
SUBSCRIBERS, EXCEPT IN THOSE CASES IN WHICH SBMS FAILED TO DELIVER THE
SUBSCRIBER AGREEMENT TO THE SUBSCRIBER.
5. CHARGES.
a. The Package and Service rates payable by SBMS per Subscriber are
listed in Appendix B, and may not be increased by III for one year from the
effective date of this Agreement. The rates may thereafter be adjusted for all
participating markets at the same time on an annual basis thereafter upon sixty
(60) days advance written notice to SBMS, subject to the provisions of
Sub-paragraph b. below. [*]
b. III represents that the charges and any increases thereof are and
will [*]. SBMS may audit III in accordance with Section 8 "Records and Audits"
to assure III compliance with this section.
c. The charges in any invoice shall be calculated and billed as
follows: the total number of Subscribers on III Systems as of the 15th day of
the month times the rate per
CONFIDENTIAL TREATMENT REQUESTED
Brackets have been used to identify information which has been omitted from this
exhibit pursuant to a request for confidential treatment and filed separately
with the Securities and Exchange Commission.
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Subscriber for each Package or Service shall be billed at month end. Prior to
the 5th day of each month that this Agreement is effective, III shall provide to
SBMS market-based invoices for such charges along with a count of all
Subscribers on III Systems by Package and/or Service type by market as of the
15th day of the prior calendar month and a total message sent count by market
for Services for the prior calendar month. A listing of SBMS' markets is
attached as Appendix E and will be updated by SBMS as needed. SBMS may
periodically audit III's records in accordance with Section 8, to assure
accurate billing to SBMS.
d. Invoices and reports in mutually agreed upon formats of provisioned
Mobile Identification Numbers (MIN's) shall be sent to the individual markets at
the addresses shown on Appendix E. The terms and conditions included in any
invoice shall be deemed to be solely for the convenience of III and will not
alter or expand the terms and conditions of this Agreement or SBMS' obligations
hereunder. SBMS shall have 30 days from receipt to pay III's invoice, unless the
invoice is in dispute. In the event that SBMS in good faith disputes any III
invoice, the parties shall cooperate to resolve such dispute expeditiously. SBMS
shall provide a management contact assigned the monthly responsibility to
coordinate and insure proper and timely payments from the markets to III. These
contacts are listed as Business Escalation in Appendix E.
e. Any preexisting SBMS related Subscribers, e.g., executives, demos,
etc. will be assigned to a Package or Service, subject to the appropriate
charges, upon the effective date of this Agreement
f. III shall pay to SBMS the financial incentives set forth in Appendix
D.
6. MARKETING REPORTS. Prior to the 5th day of each month that this Agreement is
effective, III shall provide to SBMS the following reports, broken down by
individual market, subtotalled for the 5-state in-region area and the Cellular
One markets, and totalled for all markets:
- Number of Subscribers as of the 15th of the month and at month
end;
- Number of Subscribers by information category;
- Number of messages sent;
- Number of changes (total and by type of change (add/delete));
- Number of provisioning web hits by Subscribers vs. Customer
Service.
7. NONEXCLUSIVE MARKET RIGHTS.
a. This is a nonexclusive agreement. SBMS reserves the right to
contract with others for any of the products or services it may require.
b. III shall have the right, at its sole discretion to sell or license
the Services to any other person or company for any purpose, except as set forth
in paragraph 1.d. above.
8. RECORDS AND AUDITS. III and SBMS shall maintain accurate and complete records
with respect to the Services and Subscribers' purchases of Services and allow
each other access to such records in the event of a dispute or a reasonable
request from SBMS for an audit of the Subscribers on III's Systems. III and SBMS
shall retain such records for a period or 4 years. III shall maintain accurate
records of all matters which relate to III's obligations hereunder in accordance
with generally accepted accounting principles and practices, uniformly and
consistently applied in a format that will permit audit. Unless otherwise
provided in the Agreement, III shall retain such records for a period of three
(3) years from the date of final payment under this Agreement. To the extent
that such records may be relevant in determining if III is complying with its
obligations under this Agreement, SBMS and its authorized representatives shall
have access to such records for inspection and audit during normal business
hours after a twenty day notice is provided.
9. WARRANTIES.
CONFIDENTIAL TREATMENT REQUESTED
Brackets have been used to identify information which has been omitted from this
exhibit pursuant to a request for confidential treatment and filed separately
with the Securities and Exchange Commission.
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a. III warrants that III's Systems and Services will be available 7
days a week, 24 hours a day ("Standard Coverage Period") except for mutually
agreed to planned maintenance periods. III will provide SBMS prior written
notice of all planned maintenance periods. The Service shall be provided
promptly and professionally and shall conform to the Delivery Parameters set
forth in Appendix B. III shall maintain an effective backup system for disaster
recovery to allow for the uninterrupted delivery of information, including an
action plan in the event one of the Information Providers has system problems.
b. III warrants that all of its hardware and/or software and Systems,
including embedded third party software, that is used in providing Services
hereunder prior to, during, and after the calendar year 2000, includes and will
continue to include, at no additional cost to SBMS, Year 2000 capability. For
purposes of this Agreement, Year 2000 capability means that the hardware and/or
software will: (i) read, compute, store, process, display and print data
involving dates, including single century and multi-century formulae, and will
not cause computational, display, storage or other errors resulting from the
inability to accurately or correctly handle dates, including the Year 2000 and
any subsequent leap years; and (ii) include the indication of century in all
date-related user interface functions, data fields, and generated codes; and
(iii) be interoperable with other software used by SBMS which may deliver
records to such hardware and/or software and/or Systems, receive records from
such hardware and/or software or interact with such hardware and/or software in
the course of processing dates. As part of this warranty, III agrees to upgrade
or revise its hardware, software, and Systems to comply with Year 2000
capability.
10. INDEPENDENT CONTRACTOR. III represents that it is engaged in a separate and
independent business and is not an employee or agent of SBMS. III is responsible
for compliance with all applicable laws, including laws regarding III's
obligations as an independent contractor under the law.
11. INFRINGEMENT INDEMNITY. III, at its expense, shall indemnify SBMS from and
defend or settle any claim or action brought against SBMS to the extent that it
is based on a claim that any Services, software or other materials furnished
hereunder infringed a patent, copyright, trademark, service mark, trade secret,
or other legally protected proprietary right. III shall pay all costs, fees
(including attorneys' fees) and damages which may be incurred by SBMS for any
such claim or action or the settlement thereof.
12. INSURANCE. III shall maintain at its expense, commercial general liability
insurance (CGL) to provide protection against any claims including claims for
personal injury or property damage arising from this Agreement, for the duration
of this Agreement. CGL insurance shall have limits not less than [*] combined
single limit per occurrence. III shall name SBC Communications, Inc.,
Southwestern Bell Mobile Systems, Inc., and Southwestern Bell Wireless, Inc., as
"Additional Insureds" on III's insurance policy.
13. PRODUCT SERVICE NAMES AND TRADEMARKS. SBMS may, but is not required to, use
the name "Quote Alert," "News Alert," "Weather Alert," or "Sports Alert" in its
marketing efforts. SBMS shall take appropriate measures to insure that the
copyright notices defined for each Service in Appendix B, are made known to all
Subscribers, including displaying the copyright notice with each Subscriber or
Customer Agreement and in all instructions for use of the Packages and Services.
SBMS may use the trademarks, service marks and logos as listed in Appendix C
(the "Trademarks") in connection with the marketing and providing of Products to
Subscribers:
a. SBMS may at all times use and clearly show in connection with the
Products, associated advertising, labels and packaging, the Trademarks and any
appropriate
CONFIDENTIAL TREATMENT REQUESTED
Brackets have been used to identify information which has been omitted from this
exhibit pursuant to a request for confidential treatment and filed separately
with the Securities and Exchange Commission.
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legends, markings, and/or notices of property right as may be required by III
from time to time. Depending on the trademarks used, the current legend or
notice requirements are:
i. A TM should appear adjacent to the Trademarks.
ii. A legend should appear indicating that the Trademark is a
trademark of Intelligent Information Incorporated. For example, "Powered by iii
is a registered trademark of Intelligent Information Incorporated".
b. SBMS agrees to submit to III a sample of the proposed use of the
Trademarks on or with the Products, boxes, containers and/or packaging, and III
shall have approved such proposed use in writing prior to any sale of the
Products using such Trademarks in the proposed manner or any other public use of
the Trademarks in the proposed manner by SBMS. Approval will not be unreasonably
withheld, and if III does not provide a written response within ten days of the
receipt of such a request, approval shall be considered granted.
c. SBMS will not harm, misuse or bring into disrepute the Trademarks.
14. SUBSCRIBER INFORMATION.
a. SBMS acknowledges that III is required to provide certain
information relating to the usage of the Products to the Information Providers.
Such information may include:
i.) the number of Subscribers registered in III Systems at
midnight of each day;
ii.) the number and types of messages sent by III Systems;
iii.) the number and types of Subscriber requests registered
in III Systems; and
iv.) any additional information as reasonably required by the
Information Providers, from time-to-time.
III warrants to SBMS that any such data pertaining to specific Subscriber
identification will remain proprietary and strictly confidential and will not be
disclosed outside of III except with SBMS' prior written approval. Any
disclosure of information by III to Information Providers shall be done under an
appropriate nondisclosure agreement designed to protect the confidentiality of
SBMS' information including Subscriber information.
b. Individually identifiable or specific Subscriber Information is
subject to certain privacy laws. III is prohibited from and shall instruct its
Information Providers that they are prohibited from using specific or
individually identifiable Subscriber Information for marketing lists or other
marketing purposes, resale, or for any other purpose other than for the purpose
of providing Services hereunder.
15. SUBSCRIBER SERVICE AND AMENDMENTS.
a. SBMS acknowledges its responsibility to provide a customer
representative to serve Subscribers for the purpose of adding, changing and
deleting parameters and Service requests in the Subscriber's database maintained
in III Systems, and III will be responsible for receiving and effecting any
additions, changes or deletions in Subscriber information (i) within 24 hours of
receipt of written requests from the SBMS, or (ii) in real time for information
sent via the Internet. III will develop and maintain a mechanism for SBMS to
interface with III's systems for above purposes. III will bear the costs of
developing and maintaining a secure web provisioning page for each participating
market's customer service center and customers, according to Appendix B
Description of Profile Maintenance. SBMS will
CONFIDENTIAL TREATMENT REQUESTED
Brackets have been used to identify information which has been omitted from this
exhibit pursuant to a request for confidential treatment and filed separately
with the Securities and Exchange Commission.
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bear the costs of developing its own web page and links. III will maintain as a
backup a facsimile machine for receipt of such requests.
b. III is responsible for provisioning the Services requested by SBMS
for its Subscribers and will ensure that each Subscriber receives only the
subscribed-to Services and pre-approved messages.
c. III will cause a one-time "welcome message" to be delivered as the
first message to each wireless device for each new Subscriber and Service, at no
additional charge to SBMS. SBMS will draft the message and may alter it from
time to time. Such message may include, but is not limited to, a greeting and a
reminder to review the Subscriber Agreement.
16. INFORMATION.
I. In the performance of its obligations under this Agreement, either party may
receive or access Information (the "Receiving Party") from the other (the
"Disclosing Party") that may contain material that is proprietary or
confidential, that relates to patentable inventions with respect to which
patents may not have been issued or for which patent applications may not have
been filed, or that is subject to applicable laws regarding secrecy of
communications or trade secrets. Any such Information must be clearly marked by
the Disclosing Party as Confidential or Proprietary in order to receive
confidential treatment under the terms of this Paragraph. Notwithstanding the
foregoing, the parties agree that all information about SBMS Subscribers and
customers, including but not limited to, number of customers or Subscribers,
their names, addresses, billing information, type or quantity of Services
selected and wireless access numbers (MINs) and about III Services being
developed or available but not being provided hereunder, constitutes
confidential Information under this Agreement, regardless of whether it is
marked as such. Accordingly, the Receiving Party agrees:
A. that all such Information so acquired by it or its employees,
contractors or agents (individually and collectively "personnel") hereunder
shall be and shall remain the Disclosing Party's exclusive property;
B. to inform all of its personnel engaged in handling such Information
of the proprietary or confidential character of such Information and of the
existence of applicable laws regarding secrecy of communications;
C. to limit access to such Information to its personnel having a need
to know;
D. to keep, and have its personnel who receive or access such
Information keep, such Information confidential;
E. to return promptly or certify that it has destroyed, any copies of
such Information in written, graphic or other tangible from upon the Disclosing
Party's request; and
F. to use such Information only for purposes of this Agreement and for
other purposes only upon such terms as may be agreed upon between the parties in
writing.
II. Notwithstanding the foregoing, nothing contained in this Section 16 shall
restrict either party in the use or disclosure of any Information from the other
party which:
A. is already in such party's possession without accompanying use or
disclosure restriction prior to its receipt from the other party; or
B. is or subsequently becomes publicly available through no fault of
the Receiving Party; or
C. is rightfully received by the Receiving Party from a third party
without accompanying use or disclosure restriction; or
D. is independently developed by the Receiving Party or a third party;
or
E. is approved in writing for release by the Disclosing Party.
17. LIMITATION OF LIABILITY
CONFIDENTIAL TREATMENT REQUESTED
Brackets have been used to identify information which has been omitted from this
exhibit pursuant to a request for confidential treatment and filed separately
with the Securities and Exchange Commission.
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a. EXCEPT FOR THIRD PARTY CLAIMS OF INFRINGEMENT, OR CLAIMS OF GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE
OTHER HEREUNDER FOR ANY DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES
INCLUDING BUT NOT LIMITED TO ANTICIPATED OR LOST PROFITS FOR ANY DEFECTS, DELAYS
OR FAILURES OF TRANSMISSION OR RECEPTION OF INFORMATION PROCESSED OR TO BE
PROCESSED IN ANY WAY OR MANNER BY III OR SBMS.
b. NOTWITHSTANDING 17 a. ABOVE, IN THE EVENT THAT III'S SYSTEM IS DOWN
OR MATERIALLY DEGRADED, PROVIDED SUCH FAILURE OR DEGRADATION IS NOT BASED ON ANY
ACTIONS OR LACK THEREOF BY SBMS, FOR MORE THAN 24 HOURS IN ANY SINGLE OCCURRENCE
DURING THE STANDARD COVERAGE PERIOD, SBMS SHALL RECEIVE A PRORATED REFUND, IN
CASH, OF THE MONTHLY SERVICE CHARGE FOR EACH SUBSCRIBER AFFECTED BY THE DOWNTIME
OR SYSTEM DEGRADATION STARTING FROM THE TIME THE SERVICE WAS DOWN OR SEVERELY
DEGRADED UNTIL THE TIME SERVICE IS RESTORED. THIS REFUND IS IN ADDITION TO SBMS'
RIGHTS OR REMEDIES UNDER THE SECTION ENTITLED "CANCELLATION" OF THIS AGREEMENT.
18. NONASSIGNMENT. Except as otherwise provided by law, neither party shall
assign its rights or delegate its duties without the prior written consent of
the other party. Notwithstanding the foregoing, upon written notice to III, SBMS
may assign this Agreement to any of SBMS' affiliates or successor companies.
19. CANCELLATION.
a. Either party may cancel this Agreement effective immediately upon
written notice to the other party if:
i. the other party makes an assignment for the benefit of its
creditors; or
ii. any petition shall be filed by or against the other party
under any Section or Chapter of the Federal Bankruptcy Act as amended or as may
be amended or any similar law or statute of the United States or any state
thereof, which is not dismissed within 35 days after filing; or
iii. III Systems fail to perform consistently or become
defective, and such defect(s) or failure(s) of performance are not remedied by
III within 10 working days after notice of such defect(s) or failure(s); or
iv. the other party fails to remedy any other material breach
(excluding those performance issues covered in iii above) within 30 days after
notice from the non-defaulting party.
b. In addition to any of its other rights under this Agreement, SBMS
may cancel this Agreement (i) immediately upon written notice to III if, during
the Standard Coverage Period, there is any single instance of downtime or severe
service degradation within the control of III of at least 8 hours or, if there
are two or more instances of downtime or service degradation in any one year
period exceeding a combined total of at least 30 hours; or (ii) immediately upon
written notice sent to III within sixty (60) days of any III notice of rate
increase that SBMS finds unacceptable.
20. PUBLICITY.
a. III shall not use SBMS' name or any language, pictures or symbols
which could, in SBMS' judgment, imply SBMS' identity in any (a) written or oral
advertising or presentation or (b) brochure, newsletter, book, or other written
material of whatever nature, without SBMS' prior written consent.
b. SBMS agrees to submit to III for written approval, a representative
sample of the advertising or promotional material that SBMS intends to use which
specifically identifies III's Information Provider(s) as the provider of
Services, no fewer than 15 days before
CONFIDENTIAL TREATMENT REQUESTED
Brackets have been used to identify information which has been omitted from this
exhibit pursuant to a request for confidential treatment and filed separately
with the Securities and Exchange Commission.
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proposed use. Approval will not be unreasonably withheld, and if III does not
provide a written response within 15 days of the receipt of such a request,
approval shall be considered granted.
21. NOTICES. All notices or other communications hereunder are deemed given when
made in writing and either (a) delivered in person, (b) delivered to an agent,
such as an overnight or similar delivery service, or (c) deposited in the United
States mail, postage prepaid, and addressed as follows:
To: Intelligent Information Incorporated To: SBC Wireless
One Dock Street, Suite 500 17330 Preston Rd., Suite 100A
Stamford, CT 06902. Dallas TX 75252
Attn: President Attn: Martin Ray, Director of Procurement
With a copy to:
Vice President, General Counsel & Secretary
Southwestern Bell Mobile Systems, Inc.
17330 Preston Road, Suite 100A
Dallas, Texas 75252
22. GOVERNING LAW. This Agreement shall be governed and construed in accordance
with the laws of the state of Texas.
23. AMENDMENTS AND WAIVERS. No provisions of this Agreement shall be deemed
waived, amended or modified by any party hereto, unless such waiver, amendment
or modification is in writing and signed by a duly authorized representative of
each of the parties hereto.
24. HEADINGS NOT CONTROLLING. Section and paragraph headings contained in this
Agreement are for reference purposes only and shall not affect the meaning or
interpretation of this Agreement.
25. SURVIVAL. Provisions contained in this Agreement, that by their sense and
context are intended to survive the termination, or cancellation of this
Agreement shall so survive.
26. ENTIRE AGREEMENT. This Agreement, including the Appendices and Exhibits, is
the entire agreement of the parties with respect to the subject matter.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their duly authorized representatives.
INTELLIGENT INFORMATION INCORPORATED SOUTHWESTERN BELL MOBILE SYSTEMS, INC. AND
INC. SOUTHWESTERN BELL WIRELESS
BY: /S/ STEPHEN G. MALONEY BY: /S/ STAN SIGMAN
------------------------------- --------------------------------
PRINT NAME: STEPHEN G. MALONEY PRINT NAME: STAN SIGMAN
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TITLE: PRESIDENT TITLE: PRESIDENT AND CEO
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DATE SIGNED: 6/8/98 DATE SIGNED: 6/12/98
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CONFIDENTIAL TREATMENT REQUESTED
Brackets have been used to identify information which has been omitted from this
exhibit pursuant to a request for confidential treatment and filed separately
with the Securities and Exchange Commission.
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APPENDIX A
SUBSCRIBER AGREEMENT
IMPORTANT: READ THIS AGREEMENT BEFORE USING THE SERVICE PROVIDED BY_____________
________________________________ (hereafter referred to as "_____"). YOUR USE OF
THE SERVICE, OR SIGNED ACKNOWLEDGMENT, WILL INDICATE YOUR ACCEPTANCE OF ALL OF
THE FOLLOWING TERMS. If this agreement is unacceptable to you, do not use the
Service. _____ is willing to provide you the Service only if you agree to be
bound by the following terms:
1. Information, data or messages provided through the Service, including but not
limited to, prices or values of various items (e.g., stocks, bonds, options,
futures and currencies), the numbers of shares or items traded in a given time
period, and the times at which the prices, values, or number of shares or items
traded fall within preset ranges (hereafter referred to as "Information") has
been independently obtained by _____, from various sources, including stock
exchanges, their affiliates, and others (collectively referred to as
"Information Providers"). These sources are believed to be reliable, but the
accuracy, completeness, timeliness, or correct sequencing of the Information is
not guaranteed by _____, the Information Providers, or any parties transmitting
or processing the Information (hereafter referred to as "Information
Processors"). (Hereafter, collectively _____, the Information Providers and
Information Processors are referred to as "Disseminating Parties".) There may be
delays, omissions, or inaccuracies in the Information. NO DISSEMINATING PARTY
WILL BE LIABLE IN ANY WAY TO YOU OR ANY OTHER PERSON FOR (A) ANY INACCURACY,
ERROR OR DELAY IN, OR OMISSION OF, (I) ANY INFORMATION OR (II) THE TRANSMISSION
OR DELIVERY OF ANY SUCH INFORMATION, OR (B) ANY LOSS OR DAMAGE ARISING FROM OR
OCCASIONED BY (I) ANY SUCH INACCURACY, ERROR, DELAY OR OMISSION, (II)
NON-PERFORMANCE, OR (III) INTERRUPTION IN ANY SUCH INFORMATION FOR ANY REASON,
INCLUDING BUT NOT LIMITED TO ANY NEGLIGENT ACT OR OMISSION BY ANY DISSEMINATING
PARTY. THERE IS NO WARRANTY OF MERCHANTABILITY, NO WARRANTY OF FITNESS FOR A
PARTICULAR USE, AND NO OTHER WARRANTY OF ANY KIND, EXPRESS, OR IMPLIED,
REGARDING THE INFORMATION OR ANY ASPECT OF THE SERVICE (INCLUDING BUT NOT
LIMITED TO ACCESS TO INFORMATION).
2. IN NO EVENT WILL ANY DISSEMINATING PARTY BE LIABLE TO YOU OR ANYONE ELSE FOR
ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL OR INDIRECT DAMAGES (INCLUDING BUT NOT
LIMITED TO LOST PROFITS, TRADING LOSSES, AND DAMAGES THAT RESULT FROM
INCONVENIENCE, DELAY OR LOSS OF THE USE OF THE SERVICE), EVEN IF ANY
DISSEMINATING PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR
LOSSES. YOU AGREE THAT THE LIABILITY OF ANY DISSEMINATING PARTY, ARISING OUT OF
ANY KIND OF LEGAL CLAIM (WHETHER IN CONTRACT, TORT OR OTHERWISE) IN ANY WAY
CONNECTED WITH THE SERVICE OR THE INFORMATION, WILL NOT EXCEED THE AMOUNT
CHARGED FOR RECEIVING THE INFORMATION. No Disseminating Party shall be liable
for any loss resulting from a cause over which such entity does not have
control, including but not limited to failure of electronic or mechanical
equipment or communication lines, telephone or other interconnect problems,
unauthorized access, theft, operator errors, severe weather, earthquakes,
floods, acts of war, and strikes or other labor problems.
3. _____, the Information Providers and others have a proprietary interest in
the Information. You agree not to reproduce, re-transmit, disseminate, sell,
distribute, publish, broadcast, circulate or commercially exploit the
Information in any manner without the express written consent of _____, and the
relevant Information Provider(s); nor to use the Information for any unlawful
CONFIDENTIAL TREATMENT REQUESTED
Brackets have been used to identify information which has been omitted from this
exhibit pursuant to a request for confidential treatment and filed separately
with the Securities and Exchange Commission.
Page 9
10
purpose. You agree to comply with reasonable written requests from _____, and to
protect the Information Providers' and _____'s respective contractual, statutory
and common law rights to the Information and the Service.
4. You acknowledge that neither the Service nor any of the Information is
intended to supply tax or legal advice. Although the Service may provide
Information about how to invest and what to buy, none of this Information is
recommended by any Disseminating Party. The Disseminating Parties do not
recommend any investment advisory service or product, nor offer any advice
regarding the nature, potential value, or suitability of any particular
security, transaction, or investment strategy.
5. You agree to immediately notify _____, if you become aware of any of the
following: (a) any loss or theft of your access number(s), and/or password(s),
or (b) any unauthorized use of any of your access number(s) and/or password(s),
or of the Service or any Information.
6. You agree to indemnify and hold the Disseminating Parties harmless from and
against any and all claims, losses, liabilities, costs and expenses (including
but not limited to attorneys' fees) arising from your violation of this
Agreement or any third party's rights.
7. _____ reserves the right to terminate your access to the Service or any
portion of it at its sole discretion, without notice and without limitation, for
any reason whatsoever, including but not limited to the unauthorized use of your
access number(s) and/or password(s), breach of this Agreement, discontinuance of
_____ or loss of access to any Information from any of the Information
Providers. The Information Processors and _____ shall have no liability to you;
provided, however, that if the termination is without cause, _____ shall refund
the prorata portion of any fee which may have been paid by you for the portion
of the Service not furnished to you as of the date of such termination.
8. You acknowledge that, in providing you with the Service, _____ has relied
upon your agreement to be bound by the terms of this Agreement. You further
acknowledge that this Agreement and all other present and future written
agreements between you and _____ constitute the complete statement of the
agreement between you and _____, and that the agreement does not include any
other or prior contemporaneous promises, representations or descriptions
regarding the Service or the Information even if it were contained in materials
provided by _____. This Agreement may be modified only in writing; if _____
sends you written notice of the modification, your use of the Service after
receiving such notice will indicate your acceptance of the modification. If any
provision of this Agreement is invalid or unenforceable under applicable laws,
it is, to that extent, deemed omitted and the remaining provisions will continue
in full force and effect. This Agreement and performance hereunder will be
governed by and construed in accordance with the laws of the state in which you
purchased service.
9. The terms and conditions of Sections 1, 2, 3 and 6 of this Agreement shall
survive any termination of this Agreement.
___________________________________ Date ________________________
Signature
___________________________________ ______________________________
Printed NameHome Area code and Telephone Number
___________________________________ _______________________________
Address Daytime Area Code and Phone Number
___________________________________
City, State, Zip
CONFIDENTIAL TREATMENT REQUESTED
Brackets have been used to identify information which has been omitted from this
exhibit pursuant to a request for confidential treatment and filed separately
with the Securities and Exchange Commission.
Page 10
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APPENDIX B
SERVICE AND PACKAGE RATES AND CHARGES
Number of Services in Package Monthly Price per Subscriber*
- ----------------------------- ------------------------------
2 [*]
3 [*]
4 [*]
5 [*]
6 [*]
[*]
Volume Discount
[*]
DELIVERY PARAMETERS
1. Real time services, such as Company News Report, which is breaking news
on a company, and Sports Results, which are final scores, are delivered
as they are available.
2. All other Services have a daily default window of delivery time, to be
selected by the Subscriber.
3. All services, whether real time or otherwise, are subject to the
Subscriber-specific global parameter, which will override all others.
For example, "Deliver between 8 a.m. and 10 p.m. Monday - Friday and
between 10 a.m. and 11 p.m. Saturday - Sunday" overrides real time
delivery. In this case, no real time services will be delivered outside
the subscriber's global parameters, 8 a.m. - 10 p.m. M-F and 10 a.m.
-11 p.m. Sat-Sun.
4. Some services are available daily and some only on business days, as
outlined below.
5. The customer may suspend all services using the web interface without a
financial impact. That is, a customer may suspend their information
services themselves for a period of time, but they will continue to be
charged for the feature. When Customer Service suspends the service,
due to non-pay for example, there is a revenue impact. III will no
longer charge SBMS for that subscriber.
CONFIDENTIAL TREATMENT REQUESTED
Brackets have been used to identify information which has been omitted from this
exhibit pursuant to a request for confidential treatment and filed separately
with the Securities and Exchange Commission.
Page 11
12
AVAILABLE SERVICES AND DELIVERY SCHEDULE
III will make available to SBMS the services listed below. The delivery schedule
can be interpreted as follows:
- - Real Time Delivery means information is delivered as it happens and a
detailed summary is added as soon as it is available. Real Time Delivery
services are only subject to the subscriber's global delivery parameters.
- - Scheduled Delivery means the information is delivered at the subscriber's
pre-established time periods.
- - Frequency is the numbers of time/day that the information is delivered.
- - Daily Delivery means the information is delivered 7 days a week, Sunday
through Saturday.
- - Business Day Delivery means the information is delivered on business days
only, usually Monday through Friday, with no delivery on Saturday, Sunday or
holidays.
CONFIDENTIAL TREATMENT REQUESTED
Brackets have been used to identify information which has been omitted from this
exhibit pursuant to a request for confidential treatment and filed separately
with the Securities and Exchange Commission.
13
SERVICES AVAILABLE
REAL
SERVICE DEFINITION TIME SCHEDULED FREQUENCY
------- ---------- ---- --------- ---------
NEWS PRODUCTS
News Headlines Two headlines daily. Top stories X 2x/day
of the day.
Business News Headlines Two headlines daily. Top stories X 2x/day
in the world of business.
Entertainment News Headlines Two headlines daily. Top stories X 2x/day
in the world of movies, TV, music,
etc.
Consumer Health Reporter News on 1 category on health and X 1x/day as
wellness daily. Categories: Family available
Health, Pediatrics, and Women's
Health. Stories focus on key
medial discoveries, latest medical
trends. Etc. Delivery based on
what comes over the news wires, so
stories may not be issued every day
in every category.
Political News Headlines Latest news stories on Washington X 2x/day
and politics
Company News Reporter Breaking news on 2 companies. X Breaking
Frequency varies by company, based
on how often it makes news.
Professional Medical News News on 1 category prepared for X 1x/day as
the healthcare practitioner. available
Categories: Family Health,
Pediatrics, Women's Health,
Internal Medicine, and Emergency
Medicine.
National Election Results National election results X Breaking
SPORTS PRODUCTS
Sports News Headlines Twice daily updates on the top X 2x/day
stories in sports. Get the latest
word on who's winning, who's on
the injured list, trades, etc.
Sports Results Final scores on 2 teams on ML X Breaking
Baseball, NHL Hockey, NFL &
BUSINESS
SERVICE DEFINITION DAILY DAY SOURCE
------- ---------- ----- -------- ------
NEWS PRODUCTS
News Headlines Two headlines daily. Top stories X The Associated Press
of the day.
Business News Headlines Two headlines daily. Top stories X The Associated Press
in the world of business.
Entertainment News Headlines Two headlines daily. Top stories X The Associated Press
in the world of movies, TV, music,
etc.
Consumer Health Reporter News on 1 category on health and X Reuters Health
wellness daily. Categories: Family
Health, Pediatrics, and Women's
Health. Stories focus on key
medial discoveries, latest medical
trends. Etc. Delivery based on
what comes over the news wires, so
stories may not be issued every day
in every category.
Political News Headlines Latest news stories on Washington X The Associated Press
and politics
Company News Reporter Breaking news on 2 companies. As issued Dow Jones & Company
Frequency varies by company, based
on how often it makes news.
Professional Medical News News on 1 category prepared for X Reuters Health
the healthcare practitioner.
Categories: Family Health,
Pediatrics, Women's Health,
Internal Medicine, and Emergency
Medicine.
National Election Results National election results Seasonal The Associated Press
SPORTS PRODUCTS
Sports News Headlines Twice daily updates on the top X SportsTicker
stories in sports. Get the latest
word on who's winning, who's on
the injured list, trades, etc.
Sports Results Final scores on 2 teams on ML As issued SportsTicker
Baseball, NHL Hockey, NFL &
CONFIDENTIAL TREATMENT REQUESTED
Brackets have been used to identify information which has been omitted from this
exhibit pursuant to a request for confidential treatment and filed separately
with the Securities and Exchange Commission.
14
REAL
SERVICE DEFINITION TIME SCHEDULED FREQUENCY
------- ---------- ---- --------- ---------
CFL Football, NBA Basketball
Sports Results Plus Mid-game and final scores for 2 X Breaking
teams. Pick pro or college team
from: ML Baseball, NHL Hockey, NBA
Basketball, NFL Football, Canadian
Football League, and NCAA Div. I
Basketball, NCAA Div. I-A and I-AA
Football
Major League Baseball Standings Current League Standings for the X 1x/day
division of your choice.
Major League Baseball Leaders Who's leading for the League of X 1x/day
your choice. Each day, receive a
different statistical category.
Categories: Home runs, batting,
RBI's stolen bases, ERA, wins and
saves.
Golf Leaderboards PGA action: end of round updates X Breaking
and tournament results
Tennis Results from top 3 seed-match X Breaking
finals and championship finals
Thoroughbred Horse Racing Results on all races at 1 track, X Breaking
specific race at the track.
Sports News Alert Breaking news headlines for the X Breaking
sport of your choice. Categories:
baseball, basketball, football,
hockey, auto racing, golf, soccer,
tennis, horse racing, track &
field, boxing.
WEATHER PRODUCTS
Weather Forecast Daily current forecast for the X 1x/day
local area of your choice. Select
city and state or zip code.
Severe Weather Reporter Immediate alerts to serious X Breaking
weather conditions for the area of
your choice, based on watches and
warnings issued by National Weather
Service. Alerts include
BUSINESS
SERVICE DEFINITION DAILY DAY SOURCE
------- ---------- ----- -------- ------
SPORTS PRODUCTS
CFL Football, NBA Basketball
Sports Results Plus Mid-game and final scores for 2 As issued SportsTicker
teams. Pick pro or college team
from: ML Baseball, NHL Hockey, NBA
Basketball, NFL Football, Canadian
Football League, and NCAA Div. I
Basketball, NCAA Div. I-A and I-AA
Football
Major League Baseball Standings Current League Standings for the Seasonal SportsTicker
division of your choice.
Major League Baseball Leaders Who's leading for the League of Seasonal SportsTicker
your choice. Each day, receive a
different statistical category.
Categories: Home runs, batting,
RBI's stolen bases, ERA, wins and
saves.
Golf Leaderboards PGA action: end of round updates Seasonal SportsTicker
and tournament results
Tennis Results from top 3 seed-match Seasonal SportsTicker
finals and championship finals
Thoroughbred Horse Racing Results on all races at 1 track, Seasonal Sports Wire
specific race at the track.
Sports News Alert Breaking news headlines for the As issued SportsTicker
sport of your choice. Categories:
baseball, basketball, football,
hockey, auto racing, golf, soccer,
tennis, horse racing, track &
field, boxing.
WEATHER PRODUCTS
Weather Forecast Daily current forecast for the X National Weather Service
local area of your choice. Select
city and state or zip code.
Severe Weather Reporter Immediate alerts to serious As issued National Weather Service
weather conditions for the area of
your choice, based on watches and
warnings issued by National Weather
Service. Alerts include
CONFIDENTIAL TREATMENT REQUESTED
Brackets have been used to identify information which has been omitted from this
exhibit pursuant to a request for confidential treatment and filed separately
with the Securities and Exchange Commission.
Page 14
15
REAL
SERVICE DEFINITION TIME SCHEDULED FREQUENCY
------- ---------- ---- --------- ---------
tornado warnings, winter storms,
severe thunderstorms, earthquake
reports, tsunami warnings, gale
warnings, snow avalanches, flooding
and other conditions. Choose your area
by county.
Atlantic Coast Maritime Report Marine forecasts for Baltimore/ X 1x/day
Washington area
FINANCIAL PRODUCTS
Quote Report 2 Stock quotes at end of day. X 1x/day
Choose any electronically traded 5 p.m. Eastern
public company or mutual fund.
Quote Price Alert 1 Stock with price change alert X Breaking
Stock Quote Reporter Plus At midday and close receive price X 2x/day
and volume on 1 stock. Choose any Noon and 5
electronically traded public p.m. Eastern
company or mutual fund.
LEISURE PRODUCTS
Joke of the Day Mildly humorous joke. Suitable X 1x/day
for all audiences.
Soap Opera Update Highlights from the day on your X 1x/day
favorite daytime drama. Choose
from: All My Children, Another
World, As the World Turns, Bold
and the Beautiful, Days of our
Lives, General Hospital, Guiding
Light, One Life to Live, Port
Charles, Sunset Beach and Young
and the Restless.
Horoscope Daily forecast for one X 1x/day
astrological sign
Lottery Daily results of all the games of X 1x/day
one state's lotteries. Multi-state
games (such as PowerBall, Daily
Millions and Big Game) are
BUSINESS
SERVICE DEFINITION DAILY DAY SOURCE
------- ---------- ----- -------- ------
WEATHER PRODUCTS
tornado
warnings, winter storms, severe
thunderstorms, earthquake reports,
tsunami warnings, gale warnings,
snow avalanches, flooding and other
conditions. Choose your area
by county.
Atlantic Coast Maritime Report Marine forecasts for Baltimore/ X National Weather Service
Washington area
FINANCIAL PRODUCTS
Quote Report 2 Stock quotes at end of day. X New York Stock
Choose any electronically traded Exchange, AMEX, NASDAQ
public company or mutual fund.
Quote Price Alert 1 Stock with price change alert As issued New York Stock
Exchange, AMEX, NASDAQ
Stock Quote Reporter Plus At midday and close receive price X New York Stock
and volume on 1 stock. Choose any Exchange, AMEX, NASDAQ
electronically traded public
company or mutual fund.
LEISURE PRODUCTS
Joke of the Day Mildly humorous joke. Suitable X III
for all audiences.
Soap Opera Update Highlights from the day on your X AccuWeather
favorite daytime drama. Choose
from: All My Children, Another
World, As the World Turns, Bold
and the Beautiful, Days of our
Lives, General Hospital, Guiding
Light, One Life to Live, Port
Charles, Sunset Beach and Young
and the Restless.
Horoscope Daily forecast for one X UPS - Eugenia Last
astrological sign
Lottery Daily results of all the games of X LottoNet
one state's lotteries. Multi-state
games (such as PowerBall, Daily
Millions and Big Game) are
CONFIDENTIAL TREATMENT REQUESTED
Brackets have been used to identify information which has been omitted from this
exhibit pursuant to a request for confidential treatment and filed separately
with the Securities and Exchange Commission.
Page 15
16
REAL
SERVICE DEFINITION TIME SCHEDULED FREQUENCY
------- ---------- ---- --------- ---------
included in each participating
state results.
"This Day in History" Fact Daily history fact X 1x/day
Ski Report Ski report on ski area of choice. X 1x/day
Reports include new snow, depth of
base, current surface conditions,
lifts and trails in service.
BUSINESS
SERVICE DEFINITION DAILY DAY SOURCE
------- ---------- ----- -------- ------
included in each participating
state results.
"This Day in History" Fact Daily history fact X The Associated Press
Ski Report Ski report on ski area of choice. Seasonal SportsTicker
Reports include new snow, depth of
base, current surface conditions,
lifts and trails in service.
CONFIDENTIAL TREATMENT REQUESTED
Brackets have been used to identify information which has been omitted from this
exhibit pursuant to a request for confidential treatment and filed separately
with the Securities and Exchange Commission.
Page 16
17
DESCRIPTION OF PROFILE MAINTENANCE
1. NetCare!
NetCare!, an internet-based, real-time profile management system, is provided.
III will customize the performance of NetCare! to SBMS Product set as described
herein, and within reason modify the "look and feel" of the web site provided to
meet SBMS existing standards.
CONFIDENTIAL TREATMENT REQUESTED
Brackets have been used to identify information which has been omitted from this
exhibit pursuant to a request for confidential treatment and filed separately
with the Securities and Exchange Commission.
18
APPENDIX C
TRADEMARKS
1. "Powered by iii"
SBMS shall follow "Powered by iii" Guidelines for Use, Exhibit 1.
CONFIDENTIAL TREATMENT REQUESTED
Brackets have been used to identify information which has been omitted from this
exhibit pursuant to a request for confidential treatment and filed separately
with the Securities and Exchange Commission.
Page 18
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APPENDIX D
FINANCIAL INCENTIVES
Marketing Coop
[*]
Market Development
[*]
Quick Start Goal
[*]
CONFIDENTIAL TREATMENT REQUESTED
Brackets have been used to identify information which has been omitted from this
exhibit pursuant to a request for confidential treatment and filed separately
with the Securities and Exchange Commission.
Page 19
20
APPENDIX E
SBMS MARKET LIST
Address, Escalation Contacts, NPA's
and Message Center TAP Dial-in Numbers
Market Definition
For purposes of billing, payments, escalation and marketing reports, SBMS
markets are defined by the NPAs served by each market:
Revised 4/9/98
SWBW - Message Center TAP 800-469-5351
ST. LOUIS
Address: 13075 Manchester Rd., Suite 100A, St. Louis
MO 63131
Business Escalation: Jared Novelly 314-984-2313
Technical Escalation: Ellen Marshall 314-821-7764
NPAs:
314
618
573
KANSAS CITY
Address: 15529 College Blvd., Lenexa KS 66219
Business Escalation: Bill Sullivan 913-752-2376
Technical Escalation: Kelly Quick 913-752-2343
NPAs:
660 785
816 913
316
SOUTH TEXAS
Address:7330 San Pedro Plaza, 9th Floor, San Antonio
TX 78216
Business Escalation: Tom Swail 210-289-1087
Technical Escalation: John Kopcyzk 210-359-3042
NPAs:
210 956
830 915
512
ARKANSAS AND TULSA
Address: 10802 Executive Center Drive, Suite 300,
Little Rock AR 72211
Business Escalation: Dee Hickman 501-219-6619
Technical Escalation: Phil Brown 501-219-6658
NPAs:
501 918
870
DALLAS
Address: 15660 Dallas Parkway, Suite 1300, Dallas
TX 75248
Business Escalation: Carl Nunes 972-866-5391
Technical Escalation: Scott Hillenbrand
972-706-1689
NPAs:
972 903
817 940
214 254
OKLAHOMA CITY
Address: 9020 N. May Ave., #250, Oklahoma City OK
73120
Business Escalation:Vivian Copeland 405-858-2509
Technical Escalation: Bryan Stambeck 405-858-2575
NPAs:
405 580
918
WEST TEXAS
Address: 1901 University Ave., Suite 100, Lubbock
TX 79410
Business Escalation: Michelle Elizardo 806-472-2012
or Jan Collier 806-472-2066
Technical Escalation: Todd Curtis 806-472-2128
NPAs:
806
915
CONFIDENTIAL TREATMENT REQUESTED
Brackets have been used to identify information which has been omitted from this
exhibit pursuant to a request for confidential treatment and filed separately
with the Securities and Exchange Commission.
Page 20
21
Arkansas and Tulsa
Address: 10802 Executive Center Drive, Suite 300,
Little Rock AR 72211
Business Escalation: Dee Hickman 501-219-6619
Technical Escalation: Phil Brown 501-219-6658
NPAs:
501 918
870
CONFIDENTIAL TREATMENT REQUESTED
Brackets have been used to identify information which has been omitted from this
exhibit pursuant to a request for confidential treatment and filed separately
with the Securities and Exchange Commission.
21
22
CELLULAR ONE
CELLULAR ONE - CHICAGO - MESSAGE CENTER
TAP 847-502-0125
Address: 930 N. National Pkwy, Schaumburg IL 60173
Business Escalation: Kerry Benton 847-762-2512
Technical Escalation: Angie Fritz 847-413-7660
NPAs:
312 847
219 309
815 219
773 708
630
CELLULAR ONE - BALTIMORE- MESSAGE CENTER
TAP 800-721-9444
Address: 7855 Walker Drive., #100, Greenbelt MD 20770
Business Escalation: Kelly Heatherman 301-489-3153
Technical Escalation: Carolyn Mitchell 301-489-3263
NPAs:
304 202
703 410
301 540
757 840
CELLULAR ONE - BOSTON - MESSAGE CENTER
TAP 617-967-9200
Address: 100 Lowder Brook Dr., Westwood MA 02090
Business Escalation: Peter Bui 617-462-5036
Technical Escalation: Paul Dimartino 617-462-5171
or Joshua Miller 617-462-5326
NPAs:
617 508
781 603
978
CELLULAR ONE - NEW YORK - MESSAGE CENTER
TAP 315-440-3801
Address: 2875 Union Rd., Suite 35U, Cheektowago NY
14227
Business Escalation: Christine Bolles 716-435-2671
Technical Escalation: Ed Kent 716-435-2280
NPAs:
716
315
518
CONFIDENTIAL TREATMENT REQUESTED
Brackets have been used to identify information which has been omitted from this
exhibit pursuant to a request for confidential treatment and filed separately
with the Securities and Exchange Commission.
Page 22
23
EXHIBIT 1
"POWERED BY iii" GUIDELINES FOR USE
The Value of "Powered by iii"
- - The "Powered by iii" Logo (the "Logo") is an effective way to identify
information services offering as incorporating the benefits and features of
the leading source of personalized content for wireless devices,
Intelligent Information Incorporated (III).
- - Use of the Logo also qualifies resellers to participate in III's advanced
business partner support programs.
The Logo's Meaning for Business Partner Use
- - The Logo conveys the value and excitement of personalized information
services provided by the III platform. Business partners may use this Logo
in advertising, point-of-purchase displays, and marketing materials to
promote information services. The Logo may only be used according to these
Guidelines. These Guidelines help ensure that the Logo continues to provide
consumers with a clear identification of information service quality.
- - To protect this valuable trademark, the business partner may not use the
Logo in any way other than as described in these guidelines or as may be
provided in writing by III from time to time. Any unauthorized use of the
Logo is an infringement of III's trademark rights.
Business Partner Logo Artwork
- - Do not use artwork provided by any source other than III. III will provide
approved Business Partners that agree to follow these guidelines with
electronic versions of the Logo. You may not alter this artwork in any way,
separate the words from the graphic, or replace the words with any others.
The trademark symbol ((TM)) must appear at the lower right corner of the
graphic portion of the Logo. Documents including the Powered by iii logo
must also include the footnote, in no less than 6 point text, "Powered by
iii is a registered trademark of Intelligent Information Incorporated."
Sizing and Placement Requirement
- - The Logo may be used only on materials that make accurate references to the
information services as provided by III. The Logo must be placed in close
proximity to headline copy or logo treatments dealing with information
services. The Logo cannot be larger or more prominent than your company
name, company logo, product name (if applicable), or service name.
- - The Logo may stand-alone, or be incorporated into your information services
logo if appropriate. If the Logo is used as a stand alone element, a
minimum amount of empty space must be left between the Logo and any other
object such as type, photography, borders, edges, etc. The required border
of empty space around the Logo must be 1/4x wide, where x equals the height
of the graphic, as measured from the highest point on the graphic portion
of the Logo to the lowest point on the graphic portion of the Logo.
- - Minimum size for the Logo is 3/8 of an inch high.
- - Business partners may not use the Logo in any manner that suggests that
advertising, point-of-purchase displays, or other marketing materials are
from III.
CONFIDENTIAL TREATMENT REQUESTED
Brackets have been used to identify information which has been omitted from this
exhibit pursuant to a request for confidential treatment and filed separately
with the Securities and Exchange Commission.
Page 23
24
- - The footnote "Powered by iii is a registered trademark of Intelligent
Information Incorporated", in not less than 6 point type, must accompany
each use of the Logo.
- - Intelligent Information Incorporated reserves the right to object to unfair
uses or misuses of its trademarks or other violations of applicable law.
Color Treatment
- - You may not alter the colors of the Logo in any way from the treatments
provided by III, without the written approval of III.
Quality Control
- - III reserves the right to review business partner use of the Logo. Business
partner must correct any deficiencies in the use of the Logo upon
reasonable notice from III.
- - Address any questions concerning the Logo to the appropriate III Account
Manager or III's Director of Marketing.
- - Intelligent Information Incorporated reserves the right to change the Logo
and/or these guidelines at any time at its discretion. You must comply with
the guidelines as amended from time to time.
- - III will bear the expense of any reprinting of materials necessitated by a
change in its Logo or guidelines, provided III requires SBMS not to utilize
existing materials.
CONFIDENTIAL TREATMENT REQUESTED
Brackets have been used to identify information which has been omitted from this
exhibit pursuant to a request for confidential treatment and filed separately
with the Securities and Exchange Commission.
Page 24
25
EXHIBIT 2
INTELLIGENT INFORMATION INCORPORATED
CO-OPERATIVE ADVERTISING PROGRAM GUIDELINES
CO-OP PROGRAM ELIGIBILITY
All North American, Intelligent Information Incorporated (III) business partners
are eligible. To participate in the program, business partners must complete a
Co-op program registration form. This form is available from III account
managers.
CO-OP PROGRAM ACCRUALS
For the period April 1, 1998 through December 31, 1998, standard Co-op will
accrue at a rate equal to [*]. Accrued Co-op funds belong to III until released
for reimbursement of claims for eligible and approved activities.
[*]
III reserves the right to change the amount of the accrual and the eligible
products and options at any time with 90 days prior written notice.
III reserves the right to introduce bonus programs throughout the program year.
CO-OP PROGRAM GUIDELINES
1. The "Powered by iii" logo must appear in all advertising to qualify for
Co-op reimbursement.
2. III will provide "Powered by iii" logo and usage guidelines which must be
followed to qualify for reimbursement.
3. No competitors' information services products may be featured in the same
ad.
4. [*]
5. If ad is not dedicated to III's information services, III will reimburse the
pro-rated III information services portion of the ad only.
6. To receive credit for print media, III requires a "tear-sheet" of the
advertisement and receipted copy of paid media invoice attached to the Co-op
claims submission form.
7. To receive credit for electronic media, III requires copies of commercial,
station affidavit of performance and receipted copy of paid station invoices
attached to the Co-op claims submission form.
8. All claims must be postmarked within 60 days from the date of advertising or
other promotional programs and can be submitted no later than the May 31,
1999 deadline. Claims not received by this date will be denied and any
unused balance will be forfeited.
9. III reserves the right to suspend payment of claims if business partner's
account is not current. If account is not made current prior to filling
deadline, all money accrued will be forfeited. Co-op funds can not be
applied to amount owed.
10. III reserves the right to change this program, including the amount of the
accrual and eligible products and options at any time without prior notice.
11. Trade/barter ads, agency fees/commissions, discounts and taxes are not
reimbursable.
12. All advertising must be in compliance with local, state and federal laws and
must be in good taste. Each customer is solely responsible for any such
advertising. III expressly disclaims any liability or responsibility for any
advertising or promotion by the customer.
13. All claims and text regarding III information services must be truthful. Any
false or misleading representation will result in a denial of the co-op
claim.
INTELLIGENT INFORMATION INCORPORATED CO-OP PROGRAM MEDIA USAGE GUIDELINES
CONFIDENTIAL TREATMENT REQUESTED
Brackets have been used to identify information which has been omitted from this
exhibit pursuant to a request for confidential treatment and filed separately
with the Securities and Exchange Commission.
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DOCUMENTATION ADVERTISING REQUIREMENTS
MEDIA TYPE EXPENSES COVERED REQUIRED
- -------------------------- ------------------------ ------------------------ -------------------------
PRINT - Media Cost - Co-op Claims - Ad must conform
- - Newspapers - Production Submission Form to III Co-op
- - Magazines - 1 original ad program guidelines
per publication and "Powered by
showing name, date iii" logo usage
and location of guidelines
publication (tear - Prior approvals
sheet). are not required
- Photocopies are
not acceptable
- Copy of paid
invoice
- Multiple
Appearance Ads must
also include
"Newspaper Ad
Multiple Appearance
Certification Form"
DIRECT MAIL/RETAIL - Net Printing - Co-op Claims - Ad must conform
- - Statement Stuffers Cost Submission Form to III Co-op
- - Newsletters - Production - 2 original program guidelines
- - Postcards - Mailing List samples and "Powered by
Purchase/Rental - Copy of paid iii" logo usage
invoice guidelines
- Prior approvals
are not required
TV & RADIO - Media Cost - Co-op Claims - "Powered by
Submission Form iii" must be
- Copy of paid mentioned at least
invoice with once.
details of spot - Prior approvals
length, air dates, are not required
number of spots
aired, cost per
spot, and total cost
- Station
affidavit and
notarized copy of
video/audiotape used
INTERNET - Banner - Co-op Claims - Ad must conform
CONFIDENTIAL TREATMENT REQUESTED
Brackets have been used to identify information which has been omitted from this
exhibit pursuant to a request for confidential treatment and filed separately
with the Securities and Exchange Commission.
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27
Advertising Submission Form to III Co-op
- Copy of paid program guidelines
invoice and "Powered by
- Copy of iii" logo usage
advertisement guidelines
- Prior approvals
are not required
CONFIDENTIAL TREATMENT REQUESTED
Brackets have been used to identify information which has been omitted from this
exhibit pursuant to a request for confidential treatment and filed separately
with the Securities and Exchange Commission.
Page 27