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Quotation for DiaLinx Service - GTE Internetworking Inc. and NetZero Inc.

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                     QUOTATION FOR DIALINX SERVICE-NETZERO


TO:    NetZero                         Quote Date:     12/09/98
Attn:  Ron Burr                        Quote Valid To: 12/31/99
                                       Quote Number:   NZ120998


QUOTATION FOR DIALINX SERVICE

This Quotation is for DiaLinx Service Version 2.0, and sets forth the pricing
and volume commitments agreed to under the Service Schedule for DiaLinx
Services.  This Quote shall supercede Quote Number NZ10698.

1.  RECITAL:  For ease of understanding, this section highlights the general
    elements of pricing and commitments:

    1.1  Network Access.  You will be charged for Network Access which shall be
         the roaming Hourly Rate for each hour that a user may access the GTE
         Internetworking DiaLinx network ("Network").

    1.2  Minimum Customer Commitment:  In return for volume discounts (inherent
         in the prices stated below), you have agreed to use a minimum dollar
         volume of network access in each month of the agreement set forth
         below ("Minimum Customer Commitment").

    1.3  800/888 Charge:  You will be billed additional charges for user's use
         of the 800 or 888 dial access.

2.  COMMENCEMENT DATE:  The Commencement Date shall be the date of execution
    of this Quote.

3.  SERVICE PERIOD:  The Service Period shall be from the Commencement Date
    until [***].

4.  MINIMUM CUSTOMER COMMITMENT: During the Service Period, [***], you have
    agreed to use the following Minimum Customer Commitment*:




MONTHS FROM COMMENCEMENT DATE                MINIMUM CUSTOMER COMMITMENT
-----------------------------                ---------------------------
                                         
Commencement to December 1998                [***]
January 1999 to June 1999                    [***]
July 1999 to December 1999                   [***]



5.  INSTALLATION CHARGE:  GTE shall credit to Customer the Installation
    charge of $25,000 billed under Quote NZ10698.  Such credit may be applied
    toward the first month of usage

[***] Confidential treatment has been requested for the bracketed portions.
      The confidential redacted portion has been omitted and filed separately
      with the Securities and Exchange Commission.

<PAGE>

    under this revised Quote.  In addition, GTE shall re-price all previously
    billed monthly usage charges for October and November, such that the pricing
    in this Quote applies.  If such charges have already been invoiced GTE will
    affect such re-pricing via a credit.

6.  RATES AND CHARGES:  You have the following pricing options available.


                                           
         Roaming Analog Hourly Rate:           [***]
         Roaming 150N Hourly Rate:             [***]
         800/888 Rate:                         [***]


    After the initial 6 months of the Service Period, customer may request
    "port-only" charges.

    ADJUSTMENTS TO ROAMING ANALOG HOURLY RATE:  In any month where the number
    of Roaming Analog Hours used exceeds the thresholds in the table below, the
    roaming Analog Hourly Rate for that month will be reduced to the
    corresponding Adjusted Hourly Rate.



                                   
         [***]                         [***]
         [***]                         [***]
         [***]                         [***]
         [***]                         [***]
         [***]                         [***]
         [***]                         [***]
         [***]                         [***]



    For each invoice GTE will calculate customer's actual hours times the
    applicable Adjusted Hourly Rate ("Actual Charges").  GTE will then
    calculate the charges assuming Customer used the next thresholds minimum
    number of hours ("Adjusted Charges").  In the event the Adjusted Charges
    are less than the Actual Charges, Customer will be invoiced the Adjusted
    Charges amount.  For example, if Customer uses 890,000 hours, the Actual
    Charges are [***], the Adjusted Charges are [***] and therefore, customer
    will be invoiced the Adjusted Charges amount.

    All Network connect time is rounded up to the next highest minute and
    billed in one-minute increments.

    All pricing is listed as U.S. dollars.

    GTE Internetworking expects the DiaLinx network to change over time in
    order to meet the changing needs of our customers.  GTE Internetworking
    reserve the right to add or delete the dial-in access numbers associated
    with a specified zone from time to time.

    We also reserve the right to add additional services and zones to the
    foregoing rate schedule as the DiaLinx network develops (e.g. Canadian
    800 Service).  These additional services and respective prices will be
    made available to you on an on-going basis, and will be deemed added to
    the foregoing rate schedule upon notice by us to you that they are
    available.  For an updated list of services, prices, and dial-up access
    number associated with each zone, please consult our Web page or contact
    your GTE Internetworking representative.

[***] Confidential treatment has been requested for the bracketed portions.
      The confidential redacted portion has been omitted and filed separately
      with the Securities and Exchange Commission.

                                       2

<PAGE>

7.  BASIC SERVICES -- RECURRING FEES:

    7.1  NETWORK ACCESS:  You will be charged for Network Access, which, for
         each calendar month, shall be the greater of either (A) or (B):

         (A) Access charges due in accordance with Section 6, above; OR

         (B) Minimum Monthly Customer Commitments, as set forth in Section 5
             above

    7.2  800/888 CHARGE:  In addition to any other applicable charges under
         section 6.0, you will be charged the 800/888 charge for each hour that
         an End User accesses the Network via the 800/888 access number. Network
         access connect time is measured in one (1) minute increments,
         rounded up to the next highest minute.

    7.3  DIALER/PHONE BOOK SOFTWARE.  Based on Microsoft's CONNECTION
         MANAGER, GTE will provide a software client that provides a PPP
         dialer, and Local Number Phone Book.

    7.4  LEVEL I (END-USER) SUPPORT:  Level 1 will be the responsibility of
         Net Zero.

    7.5  LEVEL II AND III (NETWORK) SUPPORT.  Every GTE Internet working
         customer is provided with second-level help desk support designed to
         work with either your own or out-sourced help desk, your project
         administrator, or your IS department.  This help desk is integrated
         with our Cambridge NOC and is the first point of contact for opening
         new trouble tickets, getting updates on existing ones, or simply
         asking information questions.

8.  CREDIT AND PAYMENT TERMS.  Customer shall be invoiced bi-weekly Payment is
    due [***].  Notwithstanding the preceding, in no event shall the
    aggregate amount due to GTE for DiaLinx Services (including invoiced and
    un-invoiced amounts ("Customer Balance")) exceed [***].  In the event the
    actual Customer Balance [***], GTE shall notify Customer in writing
    ("Payment Notice").  Customer shall be obligated to immediately pay i)
    all invoiced amounts, or ii) an amount sufficient to reduce the Customer
    Balance to [***], whichever is greater.  For example, if Customer Balance
    is [***] and Customer has an unpaid invoice in the amount of [***],
    Customer must pay to GTE [***].  In the event that GTE does not receive
    such payment within 5 days of the Payment Notice, GTE shall have the right
    to terminate or suspend all services provided hereunder without further
    notice.

    After the initial 6 months of the Service Period and contingent upon (a)
    Customer completing additional investment round(s) valued at 10 million
    or more, (b) no adverse change to Customer's business and (c) consistent
    timely payments hereunder, GTE shall invoice Customer on a

[***] Confidential treatment has been requested for the bracketed portions.
      The confidential redacted portion has been omitted and filed separately
      with the Securities and Exchange Commission.

                                       3

<PAGE>

    monthly basis and increase Customer Balance threshold to [***].  Payment
    shall be due [***].  In the event the actual Customer Balance exceeds
    [***], GTE shall send Customer Payment Notice.  Customer shall be
    obligated to immediately pay i) all invoiced amounts, or ii) an amount
    sufficient to reduce the Customer Balance to [***], whichever is greater.
    In the event GTE does not receive the required payment within 5 days of
    the Payment Notice, GTE shall have the right to terminate or suspend all
    services provided hereunder without further notice.

9.  ADDITIONAL CUSTOMER RESPONSIBILITIES.  You shall provide expected usage
    forecasts on a city by city basis to us ninety (90) days in advance.  In
    addition, you shall use commercially reasonable efforts to provide us
    with advance information as to marketing programs that may materially
    impact future usage.

10. USER "KILL" SERVER.  On or before March 31, 1999, GTE shall deliver to
    customer functionality within the GTE network to, upon Customer's
    request, disconnect one of Customer's users.  Customer shall provide GTE
    with suggestions regarding such functionality no later than December 20,
    1998.  GTE does not warrant that the final design or functionality shall
    include any of the Customer's suggestions.  In the event that GTE does
    not release such functionality on or before March 31, 1999, GTE shall
    reduce the Hourly Rate for services by [***] until such time as the
    service is released.

11. Upon your written request and your demonstration to GTE through
    acceptable (i) usage levels; (ii) past payment performance; (iii)
    demonstrated creditworthiness and (iii) performance and adherence to the
    terms and conditions of this Agreement; GTE shall commence negotiations,
    in good faith, of a new Agreement to provide services for Customer on a
    dedicated per port basis.

PLEASE SIGN BELOW TO INDICATE YOUR UNDERSTAND AND ACCEPTANCE OF THE TERMS OF
THIS QUOTATION.

Company (Type or Print Full Customer name):  NetZero, Inc.
                                            -------------------------------

Signature:  /s/  Andrea L. Roschke          Date:  12/16/98
           ------------------------------         -------------------------

Print name:   Andrea L. Roschke             Title:  CFO
           ------------------------------          ------------------------






[***] Confidential treatment has been requested for the bracketed portions.
      The confidential redacted portion has been omitted and filed separately
      with the Securities and Exchange Commission.

                                       4
<PAGE>

                AMENDMENT TO QUOTATION FOR DIALINX SERVICES
                                JULY 1999

This Amendment ("Amendment") amends the terms and conditions of the
Quotation - DiaLinx Services #[***] dated December 9, 1998 (the
"Quotation") under the Master Agreement for Internetworking Services and
the DiaLinx Service Schedule dated October 13, 1998 (individually, the
"Master Agreement" and the "Service Schedule" and, collectively with the
Quotation, the "Agreement") between NetZero, Inc. ("you" or "NetZero")
and GTE Internetworking Incorporated ("we" or "GTE Internetworking") as
set forth herein.

In consideration of the mutual covenants and agreements contained herein and
in the Agreement, and in satisfaction of the obligations set forth in section
11 of the Quotation, the parties agree as follows:

    I.   The parties agree to delete section 3 of the Quotation in its entirety
         and to replace it with the following:

         "3.  SERVICE PERIOD.  The Service Period shall be from the
              Commencement Date until December 31, 2000."

   II.   The parties agree to modify section 4 of the Quotation by changing the
         table such that the Minimum Customer Commitment set forth in the
         bottommost row will be in effect from July 1999 through July 2000.

  III.   The parties agree to modify section 6 of the Quotation by adding the
         following as though set forth therein in its entirety:

            "6.  Rates and Charges: Rates for access to the Network in
            accordance with the terms of this section.

     Effective August 1, 1999, the Roaming Analog Hourly Rate and the Roaming
               ISDN Hourly Rate will be reduced to [***] per hour.

                     Effective November 1, 1999, you will be charged the lesser
                     of either (A) or (B):

                         (A) [***] times the total number of hours of Roaming
                         Analog and Roaming ISDN Hourly usage;

                         OR

                         (B) [***] times the total number of hours of Roaming
                         Analog and Roaming ISDN Hourly usage plus a
                         surcharge for any excess use of the DiaLinx I
                         network local access numbers.  The surcharge is
                         calculated as [***] times the number of hours on the
                         DiaLinx I network that exceeds [***] of the total
                         hours of usage Network wide.  The DiaLinx I network
                         local access numbers are listed in Appendix A.  GTE
                         Internetworking will use commercially reasonable
                         efforts to ensure that the DiaLinx Network will have
                         adequate capacity to allow NetZero to move hours
                         from DiaLinx I local access numbers to non-DiaLinx I
                         local access numbers.

     For access to the Network via 800 series access numbers (e.g. 1-888) you
     will be charged at the following Hourly Rates:
                             U.S. 800:          [***]
                             Canadian 800:      [***]

            GTE Internetworking expects the DiaLinx Network to change over time
            in order to meet the changing needs of our customers.  We reserve
            the right to add to, delete or change the dial-in access numbers.

            GTE Internetworking shall not, however, take any action to reduce
            the network capacity available to NetZero in any given city for
            the term of this Agreement, without 90 days prior written notice
            specifying in detail the numbers affected by such decrease.
            Subject to the foregoing, all of the GTE network is available to
            NetZero on the terms and conditions set forth herein for the term
            of  this Agreement and any renewals hereof.

            All Network connect time is rounded up to the next highest minute
            and billed in one minute increments.  Invoices are issued monthly
            and due net thirty days.

            All pricing is listed as U.S. dollars.

   IV.   The parties agree to delete sections 9, 10 & 11 of the Quotation in
         their entirety and to replace them with the following:

            "9.  CAPACITY PLANNING:

                 9.1  We use commercially reasonable efforts to reduce Network
                 costs through numerous means such as volume purchase
                 agreements, more efficient network designs, and the receipt of
                 off-setting compensation.  Once per quarter, the parties will
                 review network usage, costs, customer commitment and pricing
                 to evaluate in good faith whether to reduce the Roaming Analog
                 Hourly Rate.

                 9.2  For purposes of capacity planning, you agree to provide
                 best estimate monthly rolling ninety (90) day usage forecasts
                 on a city by city basis.  In addition, you agree to use
                 commercially reasonable efforts to provide us with advance
                 information as to your marketing programs that will materially
                 affect future usage.

                 9.3  You agree to provide GTEI with at least 90 days prior
                 written notification of any intent to significantly reduce
                 usage on a single or group of local access numbers.
                 Beginning January 1, 2000, should a significant (more than
                 20%) reduction of usage occur for a given access number from
                 one calendar month (the "Base Month") to the next calendar
                 month, to the extent directly due to the actions of NetZero
                 and not as a result of decreased usage by NetZero
                 subscribers or any other factor, without such prior
                 notification, GTEI shall charge NetZero at the then current
                 Analog Hourly Rate for 50% of the reduced number of hours.
                 The reduced number of hours shall be calculated as the
                 difference between the actual usage in a month and the usage
                 during the Base Month, and shall apply for up to ninety
                 days (but shall not apply if adequate notice as described
                 above is given or if the usage increases so that the usage
                 is not more than 20% below the usage in the Base Month). The
                 parties

----------------------------
[***] Confidential treatment has been requested for the bracketed portions.
The confidential redacted portion has been omitted and filed separately with
the Securities and Exchange Commission.

                                                                    PAGE 1 OF 4

<PAGE>

                 acknowledge that this payment is an approximation of the
                 losses suffered by GTEI for unplanned capacity under-
                 utilization, and is not intended as a penalty.

            10.  User "Kill" Server.  By September 15, 1999, GTE shall furnish
            to customer functionality within the network to, through an
            automated call to an API, disconnect one of Customer's users.
            Customer agrees to provide GTE with any information on design or
            functionality they would like to see for such a service by September
            1, 1999.  GTE does not warrant that the final design shall meet all
            of their design suggestions. Should GTE not meet the September 15,
            1999, and failure to meet such date is not due on part to Customer,
            GTE shall reduce the Hourly Rate for services by [***] until such
            time as the service is delivered."

            11.  Year 2000 Compliance.   The "Year 2000 Problem" refers to the
            potential inability of some computer software to appropriately treat
            date-related information or functions involving dates of December
            31, 1999 and thereafter.  GTEI represents that is has made and will
            continue to make commercially reasonable efforts to ensure that the
            services it provides under this Agreement will not be materially
            impaired by the Year 2000 Problem, provided, however, that Client
            acknowledges that GTEI is an integrator of systems and services
            provided by other entities, and GTEI cannot guarantee that third
            party products will function without adverse effect from the Year
            2000 Problem.  GTEI will periodically inform Client of the steps
            GTEI is taking to ensure against adverse effects on the GTEI
            services caused by the Year 2000 Problem through either direct
            communications or updates on GTE's web-site, and agrees to inform
            Client promptly in writing of any material risk of which it becomes
            aware that GTES's services will be materially affected by the Year
            2000 Problem."

    V.   Section 6 of the Master Agreement is hereby deleted in its entirety
         and replaced with the following: "We will indemnify you for damages,
         costs and attorneys fees you incur from any third party claim that
         our design of the Services infringes any U.S. patent, copyright,
         trademark, trade secret or other intellectual property right, except
         to the extent that such claim arises from your combination of the
         Services with other products or services not provided by us, or your
         modification of the Services. You will indemnify us for damages,
         costs and attorneys fees we incur from any third party claims (i)
         arising out of the content of the transmissions which you or your end
         users send via the Services; (ii) that you in using Services have
         failed to comply with applicable laws and/or regulations (including,
         without limitation export control laws); (iii) arising out of your
         breach of the terms of any applicable license for GTE provided
         software; or (iv) arising out of business activities conducted by you
         via the Services. In the event of a claim, the party requesting
         indemnity shall deliver prompt written notice to the other and provide
         the other party with the right to defend such action. The indemnifying
         party shall pay all judgements, fees, expenses (including attorneys
         fees) and amounts paid in settlement of a claim.  No settlement of a
         claim by the indemnifying party will be made without the consent of
         the indemnified party, which consent shall not be unreasonably
         withheld. Failure to provide written notice shall release a party
         from its obligations under this paragraph only to the extent that the
         indemnifying party is prejudiced by such failure.  In no event shall
         either party be entitled to indemnity hereunder if the claim that gave
         rise to the indemnity is as a result of such party's willful misconduct
         or breach of its obligations under this Agreement. THE PARTIES DISCLAIM
         THE IMPLIED WARRANTY OF NON-INFRINGEMENT, RELYING INSTEAD ON THE TERMS
         OF THIS SECTION."

   VI.  Section 9 of the Master Agreement is hereby deleted in its entirety and
        replaced with the following: "You shall not use the Services in ways
        that violate laws. You shall maintain and enforce an acceptable use
        policy that is consistent with applicable laws, regulations, and
        Internet community standards. (For example, you shall have a policy
        against distribution of unsolicited bulk electronic mail ("spamming")
        and shall take reasonable actions to enforce such policy.)  You agree
        to work with us in good faith to address any abuse complaints and to
        terminate services to end users that we reasonably designate as
        violators of acceptable use guidelines.  In the event of unforeseen
        forms of abuse, or unacceptable abuse complaints, we reserve the right
        to negotiate good faith changes to your acceptable use policy."

  VII.  The last sentence of Section 10 of the Master Agreement is hereby
        deleted in its entirety and replaced with the following: "We reserve
        the right, but assume no obligation, to suspend the Services (or any
        portion thereof) in the event that: (i) you are overdue in payments
        and have not cured such delinquency within three business days
        following written notice of such; or (ii) in our reasonable judgment
        you have violated Section 9 of the Master Agreement which

[***]   Confidential treatment has been requested for the bracketed portions.
        The confidential redacted portion has been omitted and filed separately
        with the Securities and Exchange Commission.


                                                                    PAGE 2 OF 4

<PAGE>

        violation is having a material adverse effect on us and is not
        corrected such condition to our reasonable satisfaction within 48
        hours following written notification."

 VIII.  Item (b) of Section 12 of the Master Agreement shall be deleted
        and replaced with the following:  "(b)  [***], whichever is less."

   IX.  The second sentence of Section 13 of the Master Agreement regarding
        restrictions on assignments is hereby deleted in its entirety and
        replaced by the following: "Except for assignments by one party to
        affiliates of such party, neither party may assign the Agreement
        without the prior written consent of the other party; provided,
        however, either party may assign this agreement in connection with
        the transfer of all or substantially all of the assets or the stock
        of such party without the consent of the other party."

    X.  The last sentence of Section 13 of the Master Agreement is hereby
        amended to add the following to the end of such sentence "and you."

   XI.  Section 9 of the Service Schedule is hereby amended to add the
        following: "Any such price changes will not be effective without at
        least thirty (30) days prior written notice.  You may decrease your
        capacity commitments without any penalty or restriction referenced in
        Section 9 of this Quotation ("Capacity Planning") in the event of such
        price changes, but shall not decrease your Minimum Customer Commitment."

  XII.  Sections 10 and 11 of the Schedule are hereby deleted. In Section
        12 of the Schedule the subparagraph entitled "Content
        Responsibility" is hereby deleted.

 XIII.  Notices under this Agreement shall be in writing and shall be deemed
        effective (1) upon personal delivery to the persons to be notified
        or (2) at 11:00 a.m. on the business day following the deposit with a
        reputable overnight courier (with such package designated for priority
        next day delivery and delivered to such courier at a time when such
        courier can effect such next day delivery) and addressed to the
        persons to receive such notice as designated below; provided, however,
        in each case an email to the persons to receive such notice shall
        also be sent prior to the time such notice is to be deemed effective.
        The persons and/or addresses to receive notices shall be as follows,
        but shall be subject to change consistent with the foregoing notice
        provisions:  To NetZero:  2555 Townsgate Road, Westlake Village, CA
        91361, Attn:  Chief Financial Officer at email
        CHILLIARD@CORP.NETZERO.NET and to General Counsel at email
        FRANDALL@CORP.NETZERO.NET.  To GTE Intenetworking: 150 CambridgePark
        Drive, Cambridge, MA 02114, Attn: Director of Contracts at email
        PSCANTAL@BBN.COM and to Director of Remote Access Services at email
        PATK@BBN.COM.

   Except as expressly modified by this Amendment, all terms and conditions of
   the Agreement shall remain in full force and effect.  The terms and
   conditions of the Agreement (including, but not limited to, any disclaimers
   and limitations on liability) will continue to apply to the services
   described herein.  Any terms defined in the Agreement and not defined in the
   Amendment shall have the meaning given in the Agreement.  In the event of
   any conflict between the terms of the Agreement and the terms of this
   Amendment, the terms of this Amendment shall control.

----------------------------
[***] Confidential treatment has been requested for the bracketed portions.
The confidential redacted portion has been omitted and filed separately with
the Securities and Exchange Commission.

                                                                     PAGE 3 OF 4

<PAGE>

-------------------------------------------------------------------------------
NetZero, Inc.

Signature: /s/ Charles S. Hilliard        Date:   8/5/99
           --------------------------           --------------------------

Print Name: /s/ Charles S. Hilliard       Title:    SVP & CFO
           --------------------------           --------------------------



GTE Internetworking Incorporated

Signature: /s/ Cathleen Butt              Date:   8/6/99
           --------------------------           --------------------------

Print Name: /s/ Cathleen Butt             Date: Senior Contracts Representative
           --------------------------           -------------------------------

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