Exhibit 10.52 ***Text Omitted Filed Separately
Confidential Treatment Request
Under 17 C.F.R. Subsection 200.80(b)(4),
200.83 and 240.24b-2
EXHIBITS 10.53
GLOBAL NAPs, INC. TELEPHONE SWITCH SERVICE AGREEMENT
Global NAPs, INC. ("GLOBAL") and eFax.com("CLIENT") hereby agree, subject
to the GLOBAL's General Terms and Conditions, which are incorporated herein by
reference, that GLOBAL shall provide to CLIENT the following service as set
out below:
1. Description of Service: GLOBAL shall provide CLIENT with telephone
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service as may be more particularly described as follows: To Be
Determined By Separate Letter Agreement PRIs. Client shall be serviced
from GLOBAL's facility/facilities at To Be Determined By Separate
Letter Agreement.
2. Start Date: To Be Determined By Separate Letter Agreement
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3. Compensation
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CLIENT agrees to pay GLOBAL a one time set up fee of [...***...]
per trunk, and an annual charge of [...***...] per trunk to be paid in
Twelve (12) monthly installments of [...***...] per month per trunk.
CLIENT acknowledges that this figure reflects a discount which shall be
granted if, and only if, payment is received by GLOBAL on or before the
first day of the month. If payment is not received by the first day of
the month, CLIENT will pay [...***...] per month per trunk. CLIENT
shall pay for electrical power. In addition thereto, CLIENT shall pay
GLOBAL for all outgoing telephone calls according to the rates and
terms set forth in GLOBAL's tariff, or in accordance with the rates and
terms set forth in the special agreement between GLOBAL and CLIENT, if
any.
4. Payment
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4.1 CLIENT shall pay GLOBAL the set up fee and the first monthly trunk
charge upon execution of this Agreement. Subsequent monthly trunk
charges shall be paid in advance of the month to which they apply.
GLOBAL shall invoice CLIENT for outbound service, and these
invoices shall be paid within Thirty (30) days following the date
of CLIENT's invoice. CLIENT's payments to GLOBAL shall be made
without set off.
4.2 Any charges not paid when due, shall be subject to late charges at
one and one-half percent (1 1/2%) per month.
* Confidential Treatment Requested
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4.3 GLOBAL may terminate this Agreement upon Ten (10) days written
notice and without waiving any other rights if any charge is not
paid in full within Fifteen (15) days after the due date. In such
event, CLIENT shall be responsible for all unpaid charges plus all
of GLOBAL's costs and expenses associated with the collection of
said unpaid charges (including attorneys' fees) .
5. Certain Federal. State and Local Taxes
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5.1 Any state or local excise, sales, or use taxes (excluding any
taxes on income) resulting from the performance of this Agreement
shall be borne by the Party upon which the obligation for payment
is imposed under applicable law even if the obligation to collect
and remit such taxes is placed upon the other Party. Each Party
shall be responsible for filing all returns for federal, state or
local sales, use, excise, governmental, or other taxes or tax-like
fees imposed on or with respect to its services.
5.2 To the extent permitted by applicable law, the Party obligated to
pay such taxes may contest the same in good faith and shall be
entitled to the benefit of any refund, provided that such Party
cannot permit any lien to exist on any assets of the other Party
by reason of any such contest.
WITNESS our hands and seals this 20th day of April, 1999.
Global NAPs Realty, Inc. ("GLOBAL")
By: /s/ WILLIAM ROONEY
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(Signature)
William Rooney
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(Name)
Vice President
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(Title)
eFax.com
1378 Willow Road
Menlo Park, CA 94025-1430
tel: 650-688-3815
fax: 650-688-6880
e-mail: josh@efax.com
("CLIENT")
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By: /s/ ROBERT POLLOCK
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Robert Pollock, President & COO
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