exv10w7





Pursuant to 17 CFR 240.24b-2, confidential information has been omitted in places marked “[* * *]” and
has been filed separately with the Securities and Exchange Commission pursuant to a Confidential Treatment
Application filed with the Commission.




AMENDED AND RESTATED COMMON SHORT CODE LICENSE AGREEMENT




BETWEEN




CTIA — The Wireless Association® AND




NEUSTAR, INC.




Effective June 2, 2008




     This AMENDED AND RESTATED COMMON SHORT CODE LICENSE AGREEMENT (“Agreement”) is made and
entered into on June 2, 2008 (“Effective Date”) by and between CTIA — The Wireless Association®
(formerly known as the Cellular Telecommunications & Internet Association) (“CTIA” or “Licensor”),
a District of Columbia non-profit corporation, located at 1400 16th Street NW, Suite
600, Washington, D.C. 20036, and NeuStar, Inc., a Delaware Corporation, having offices at 46000
Center Oak Plaza, Sterling, Va. 20166 (“Registry” or “Licensee”).




WHEREAS, CTIA is a non-profit trade association providing an array of professional services,
information and programs for its member companies related to wireless telecommunications
services and technology;




WHEREAS, as part of the process of harmonizing technical requirements and functionalities of
Common Short Code services in the United States, representatives of those CTIA member
companies, acting through CTIA in the form of a Common Short Code Working Group, developed
technical requirements and functionality of the CSC Administration platform to ensure that
the platform meets carrier requirements for providing CSC services in the United States;




WHEREAS, the CTIA Common Short Code Working Group has also recognized that it is in the best
interests of the industry for a single party to administer a catalog of certain Common Short
Codes, subject to the Industry Reserved Rights (as defined below), the right to assign the
Common Short Codes contained in that catalog to various parties wishing to use such Codes,
other CSC Data (as defined below), CSC Enhancements (as defined below),



 









 




Pursuant to 17 CFR 240.24b-2, confidential information has been omitted in places marked “[* * *]” and has been
filed separately with the Securities and Exchange Commission pursuant to a Confidential Treatment Application filed
with the Commission.




Amended and Restated Common Short Code License Agreement





and such other rights with respect to Common Short Codes as are necessary to permit Common
Short Code services to be uniformly provided industry-wide and to be uniformly available
nationwide (collectively, the “CSC Registry Rights”);




WHEREAS, the CTIA Board of Directors, acting on behalf of all participating members of the
industry, has appointed CTIA to serve as the Common Short Code Administrator;




WHEREAS, Registry is a leading provider of neutral, third party clearinghouse services to
the telecommunications industry, and provides an array of services, including numbering and
registry services, that enable communications networks to interoperate;




WHEREAS, CTIA and Registry entered into the Common Short Code License Agreement, dated
October 17, 2003 (“Original Agreement”), pursuant to which Registry developed and maintains
a database of common short codes, processes common short code applications, assigns common
short codes to applicants according to the rules set forth in the Assignment Guidelines,
engages in other Registry Services on behalf of members of the wireless industry and other
persons using Common Short Codes, and provides other services in connection with the
administration and implementation of the wireless industry’s CSC Program;




WHEREAS, CTIA and Registry subsequently entered into the First, Second, Third, Fourth, Fifth
and Sixth Amendments to the Agreement, and the March 20, 2007 Letter Agreement;




WHEREAS, CTIA and Registry wish to continue their relationship and to (1) restate the
Original Agreement to incorporate the terms of the amendments and the letter agreement; (2)
clarify each party’s rights and obligations; and (3) incorporate revisions to the Original
Agreement;




NOW, THEREFORE, for and in consideration of the premises and the mutual promises and
covenants contained herein, it is hereby agreed as follows:



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separately with the Securities and Exchange Commission pursuant to a Confidential Treatment Application filed with the
Commission.




Amended and Restated Common Short Code License Agreement




     1. DEFINITIONS. For purposes of this Agreement, unless otherwise defined in this
Agreement, the following definitions shall apply:



     1.1. The term “Agreement” means all the terms and conditions contained herein, including any
Exhibit, appendix, attachment or documents referenced herein or incorporated herein by reference,
including any and all amendments to this Agreement and each of the foregoing instruments. In the
event of a conflict between or among the terms and conditions contained herein, in any Exhibit,
appendix or attachment, the following shall control in descending order of precedence (a) the terms
and conditions contained herein, (b) the remaining Exhibits, and any documents attached to such
Exhibits; and (c) the Assignment Guidelines.



     1.2. The term “Applicant” or “Applicants” mean, individually or collectively, any and all
entities which access and/or use the Registry Services, for purposes of ultimately registering a
CSC through Registry.



     1.3. “Application Providers” are entities responsible for providing the application for a CSC
service. For some applications, the Application Provider and the Connection Aggregator may be the
same entity.



     1.4. “Assignment Guidelines” means the guidelines, then currently in effect, that set forth
the requirements for the administration and implementation of CSCs.The updated Assignment
Guidelines, entitled “Common Short Code Guidelines v. 2.0” are attached hereto as Exhibit D.



     1.5. The term “Billing Cycle” means any calendar month, or portion thereof, during which
Registry Services are rendered hereunder.



     1.6. The term “Branding and Website Guidelines” is defined in Section 6.6.7. The Branding
and Website Guidelines are attached hereto as Exhibit J.



     1.7. The term “Business Day” means Monday through Friday of each week, excluding New Year’s
Day, Memorial Day, July 4th, Labor Day, Thanksgiving Day, and December 24th
and the 25th.



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Amended and Restated Common Short Code License Agreement




     1.8. The “Carrier” is any entity that offers Commercial Mobile Radio Service (“CMRS”) as such
term is defined by the Federal Communications Commission.



     1.9. “Common Short Code” or “CSC” shall mean the certain pool of numeric digits that are
utilized through the CTIA and harmonized across all Carriers participating in the distribution of
CSCs, allowing communication to and from a particular application. For the purposes of this
Agreement, the term “CSC” specifically excludes any strings of digits that include the star symbol
(*) and/or the pound symbol (#). CTIA does not license to Registry the right to assign numeric
strings that contain the star symbol (*) and/or the pound symbol (#). Registry shall have no
obligation under this Agreement to add functionality to the Registry Services that would provide
for numeric strings that contain the star symbol (*) and/or the pound symbol (#).



     1.10. “Common Short Code Administrator” or “CSCA” refers to the Cellular Telecommunications &
Internet Association, a party to this Agreement, or any assignee of it under Section 15.



     1.11. The term “Confidential Information” shall have the meaning set forth in Section 11.



     1.12. A “Content Provider” shall be an entity that owns or has the right to content, and
licenses such content to the Application Provider for delivery to the End User. For some
applications, the Application Provider and the Content Provider may be the same entity.



     1.13. A “Connection Aggregator” shall be an entity that provides connectivity to Carrier
networks for Application Providers. For some applications, the Connection Aggregator and
Application Provider may be the same entity.



     1.14. “CSC Data” means all data that is: (a) used to provide Registry Services, (b) submitted
by Applicants, Registrants and/or Visitors, or (c) data derived by or generated through the
performance of Registry Services. For the purposes of this Agreement, the definition of CSC Data
shall include the actual CSC Data along with the format of such CSC Data as well as the associated
CSC Data dictionary.



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Amended and Restated Common Short Code License Agreement




     1.15. “CSC Directory” means the official directory of Registrants published on the CSCA
Website.



     1.16. “CSC Service Users” means any entity that accesses and/or uses the Registry Services,
including, but not limited to Carriers, Applicants, Registrants, Application Providers, Connection
Aggregators and Content Providers.



     1.17. “CSC Enhancement” means any Enhancement made by Registry, in accordance with procedures
set forth in Article 9, at the request of CTIA pursuant to Section 9.1, in its capacity as CSCA, in
order to adapt the CSC Service to specific requirements of Carriers or other participating members
of the wireless telecommunications industry communicated to CTIA.



     1.18. “CSC Registry Rights” means the following, individually or in any combination: the
Industry Reserved Rights, the right to assign the Common Short Codes contained in that catalog to
various parties wishing to use such Codes, other CSC Data, CSC Enhancements, and such other rights
with respect to Common Short Codes as are necessary to permit Common Short Code services to be
uniformly provided industry-wide and to be uniformly available nationwide.



     1.19. “CSCA Royalties” shall be the compensation to CTIA, in its capacity as CSCA, for
Registry’s use of the CSC Registry Rights, other confidential information, and other intellectual
property rights in the CSC program as provided in Article 4 below.



     1.20. The term “Documentation” means technical or user manuals and other similar written
reference or instructional materials that relate to information about the Registry Services.



     1.21. “End Users” are the persons or entities that will utilize CSCs for communication with
applications.



     1.22. The term “Enhancements” means changes or additions, other than Maintenance
Modifications, to the Registry Services and related Documentation, including all new functionality
that improve existing functions, add new functions, or significantly improve performance of the
Registry Services.



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Amended and Restated Common Short Code License Agreement




     1.23. “Industry-Reserved Rights” means those rights as to the CSC Registry Rights retained by
the participating members of the wireless telecommunications industry and exercisable on their
behalf by the CTIA Board of Directors, or its Executive Committee, as described in Article 5.



     1.24. The term “Intellectual Property” means rights afforded under patent, copyright, trade
secret and trademark law, and any other statutory provision or common law doctrine, relating to
rights in and to Software, designs, formulas, procedures, methods, ideas, inventions and
improvements, works of authorship and other material, recordings, graphs, drawings, graphics,
logos, reports, analyses, other writings, any information in any form and other property of any
type not specifically listed herein, whether or not the foregoing are protected or protectable
under Intellectual Property rights now or in the future.



     1.25. The term “Maintenance Modifications” means any modifications or revisions, other than
Enhancements, to the Registry Software or Documentation that correct Defects or support new
releases of the operating systems with which the Registry Software is designed to operate.



     1.26. The term “Normal Business Hours” means 9:00 a.m. to 8:00 p.m. Eastern Time during
Business Days.



     1.27. The terms “Party” or “Parties” means CTIA and/or Registry.



     1.28. The term “Registrant” means an entity which has (a) been approved by Registry to
sublease a CSC through the process set forth in Section 6.4 and the Assignment Guidelines and (b)
entered into a Registrant Sublicense Agreement(s) with Registry in the form of Exhibit B hereto, to
access CSCs.



     1.29. “Registrant Sublicense Agreement” means an agreement between Registry and a Registrant
in accordance with this Agreement, and as initially set forth in Exhibit B.



     1.30. “Registry Database” means the infrastructure used to store the CSC Data. For the
purposes of this Agreement, infrastructure includes, but is not limited to, engine, server,
operating systems, applications, APIs that are not otherwise CSC Enhancements used in the Registry
Services, tools and associated source codes used to store the CSC Data.



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Amended and Restated Common Short Code License Agreement




     1.31. “Registry Fees” shall be those fees collected by Registry from Registrants for the
performance of Registry Services pursuant to the license of the CSC Registry Rights granted by this
Agreement.



     1.32. “Registry Services” means the total service solution provided by Registry as described
in this Agreement and in the Assignment Guidelines, for providing, maintaining, administering, and
operating an administration center and service management system for CSCs, including, but not
limited to, the data processing system used to provide Registry Services, Registry Software
(including any Enhancements or Maintenance Modifications), additional services permitted to be
performed by Registry pursuant to an amendment to this Agreement through the process set forth in
Article 9, provision and maintenance of the CSCA Website, Registry utilities, hardware, Third Party
software, peripherals, communications equipment and services, and other facilities used by Registry
to provide Registry Services under this Agreement.



     1.33. “Registry Software” means all computer programming code created, written and developed
for or in anticipation of the Registry Services in any form. If not otherwise specified, the
Registry Software shall include object code and source code. The Registry Software shall include
any Maintenance Modifications created by Registry from time to time, and shall include Enhancements
thereto when added to the Registry Software.



     1.34. “Related Service” means a service independently provided by Licensee, not including the
Registry Services, for which a material purpose is to encourage or promote the use of CSCs by
Content Providers, Application Providers, Aggregators, and/or Carriers.



     1.35. “Routing Services” means the association of CSC address information with Registrant
information.



     1.36. The term “Service Levels” means the service levels for Registry Service specified in
Exhibit F.



     1.37. The term “Software” means computer programs and related Documentation and includes
application programs, operating system programs, utilities, templates, parameter tables and
settings, interfaces to external programs, tools, program related data, and local area network
management software.



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Amended and Restated Common Short Code License Agreement




     1.38. “Term” shall mean the Initial Term, the Automatic Renewal Terms, and any Additional
Terms, as set forth in Article 3.



     1.39. The term “Third Party” means any individual, corporation, partnership, association or
other entity, other than the Parties hereto.



     1.40. The term “Unauthorized Access” includes (i) a breach of security on a systems with
Registry’s ownership or control, including local area network or telecommunications network, which
contain, process or transmit CSC Service User or Visitor data, personal information collected
during the performance of the Registry Services, or Confidential Information, or (ii) unauthorized
or illegal activities by Registry, its employees, subcontractors or agents to obtain money or
information from or through CTIA or any CSC Service User or Visitor, or in any way to damage CTIA
or any CSC Service User.



     1.41 The term “Visitors” means visitors to the CSCA Website who are not or have not become CSC
Service Users.



2. LICENSE.




     2.1. During the term of this Agreement, Registry shall have the exclusive right to use, in
accordance with the Assignment Guidelines and only for the pool of CSCs utilized through the CTIA,
(the “License”) (i) the CSC Registry Rights, and (ii) a logo specified by CTIA to designate that
Registry has been exclusively licensed by CTIA to serve as the registry for CSCs, together with
(iii) the non-exclusive right to link to pages and documents within the CSCA Website and otherwise
use the CSCA Website (collectively, the “Licensed Materials”), solely in connection with the
provision of Registry Services in the United States and other services directly related to the
provision of Registry Services, provided that the use of the Licensed Materials is consistent with
the licenses granted under this Agreement. The Parties acknowledge that, through the exercise of
the rights granted to it by the License, Registry shall be the exclusive registry of the pool of
CSCs in the United States utilized through the CTIA during the Term of this Agreement and shall
have the right to state that it has been so designated by CTIA, and the Parties further agree that
during the Term of this Agreement, Licensee shall serve as the registry for the pool of CSCs in the
United States utilized through the CTIA exclusively through the Registry Services that are the
subject of this Agreement.



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Amended and Restated Common Short Code License Agreement




     2.2. Nothing in this Agreement shall be construed as granting to Registry a license to use
any of CTIA’s logos, trademarks, service marks, copyrighted materials or patents (collectively,
CTIA’s Intellectual Property), except as expressly set forth herein. Registry shall not modify or
alter any of CTIA’s Intellectual Property without the express written permission of CTIA. Any uses,
modifications or alteration of CTIA’s Intellectual Property shall be the sole property of CTIA and
shall accrue to the benefit of CTIA exclusively.



     2.3. Pursuant to the License, Registry shall have a nontransferable, nonexclusive, right to
copy, distribute, publish and modify all of the CSC Data, and CSC Enhancements for the sole purpose
of providing the Registry Services, and for the provision of other services directly related to the
provision of Registry Services, provided that such use is consistent with the rights granted by the
License and this Agreement.



3. TERM.




     3.1. Initial Term. The initial term of this Agreement will commence on the Effective Date and
shall continue until December 31, 2011, unless otherwise terminated earlier in accordance with
Article 16 of this Agreement (“Initial Term”).



     3.2. Automatic Renewal Terms. At the end of the Initial Term, this Agreement shall
automatically renew for two (2) successive two-year periods (“Automatic Renewal Terms”), on
substantially the same terms and conditions as contained herein, unless (a) Registry is in material
breach of this Agreement, and such breach has remained uncured for a period of fifteen (15)
Business days; (b) Registry chronically fails to provide the Registry Services, as defined in
Section 16.2 of this Agreement; (c) Registry is merged with or acquired by an entity which is
unable to comply with the Code of Conduct; or (d) Registry otherwise ceases to be able to comply
with the Code of Conduct, and such cessation continues for a period of thirty (30) days following
the date that Registry first becomes aware of the event causing the cessation of neutrality.



     3.3. Additional Terms At the end of the second Automatic Renewal Term (i.e., December 31,
2015), this Agreement will renew automatically for successive one-year periods (each an “Additional
Term”) unless it is terminated by either party by giving written notice to the other party at least
ninety (90) days prior to



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Amended and Restated Common Short Code License Agreement




the end of the second Automatic Renewal Term or then-current Additional Term, in which case
this Agreement will terminate automatically upon the expiration of the then-current Automatic
Renewal Term or Additional Term.



4. CSCA ROYALTIES.




     4.1. Amount. In consideration of Licensor’s entering into this Agreement and Registry’s
License to use the Licensed Materials, Registry shall pay to Licensor the CSCA Royalties in an
amount equal to the CSCA Royalty Percentage specified in Exhibit C-2 to this Agreement.



     4.2. Payment Schedule. For all Registry Fees received by Registry between the 1st
and the final day of each calendar month, Registry shall pay the applicable CSCA Royalties to
Licensor by no later than the 15th day of the following month. All payments to Licensor
shall be in U.S. Dollars. The obligation to pay CSCA Royalties due hereunder shall survive the
expiration or termination of this Agreement.



     4.3. Accounting. Registry shall provide CTIA with a complete accounting of all Registry Fees
within fifteen (15) days from the last day of each calendar month. The accounting shall include
detailed information, including a list of CSCs paid for by Registrants, the subscription periods,
the amount of Registry Fees collected, the accounts payable voucher and the wire request form.



     4.4. Audit Rights.



     4.4.1. Audit for 2008. For Registry’s 2008 fiscal year, CTIA will conduct, at its expense, an
audit of the CSC service that is similar in scope to the audit of the CSC service conducted in
2007. A description of the 2007 audit is attached hereto as Exhibit H. CTIA will prepare a
written plan for the 2008 audit based on the 2007 audit description that details any requested
changes to Exhibit H (“2008 Audit Plan”). The parties will coordinate the scheduling of the 2008
audit and CTIA shall provide the 2008 Audit Plan to Registry thirty (30) days in advance of the
audit being conducted, and not later than November 15, 2008. CTIA may incorporate into the 2008
Audit Plan, revisions to Exhibit H requested by the CTIA Audit Committee that specifically relate
to the billing records, financial records, and the internal controls associated with the CSC
service; provided, however, that in the event that such additions and/or revisions result in an
amount of time spent



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Amended and Restated Common Short Code License Agreement




by Registry’s internal professionals (such as finance, accounting, systems, customer support,
developers or other professionals necessary to address the additions and/or revisions (collectively
referred to as “Professionals”)) for preparation, support, or implementation in excess of forty
(40) additional hours above and beyond time spent by Registry’s Professionals for preparation,
support, and implementation of the audit described in Exhibit H, such additional hours shall be
billed to CTIA at Registry’s then current rate set forth in Exhibit A. If Registry requests such
fees, it must provide a detailed and accurate report of the time spent by its Professionals for (a)
the additions and/or revisions described above, and (b) the audit described in Exhibit H. Such
report will contain the name of the Professional(s), the nature of the work, and the amount of time
spent on each task.



     4.4.2. Audits for 2009 and Beyond.




     4.4.2.1. Beginning with Registry’s 2009 fiscal year, and in every year of the Term
thereafter, Registry will engage, at its own expense, an independent auditor to issue a
SAS-70 Type II report, which will include an opinion on the Registry’s controls surrounding
the CSC service. Registry will provide this report to CTIA annually, within fifteen (15)
days of receipt of the report from the independent auditor, and in no event later than one
hundred twenty (120) days after the end of Registry’s fiscal year. In the issued report,
the auditor will express an opinion on (1) whether the Registry’s description of controls
surrounding CSCs present fairly, in all material respects, the relevant aspects of the
Registry’s controls, (2) whether the controls were suitably designed to achieve specified
control objectives, and (3) whether the controls that were tested were operating with
sufficient effectiveness to provide reasonable, but not absolute, assurance that the control
objectives were achieved during the period specified. The control descriptions and control
objectives contained in the SAS-70 Type II report must be mutually agreed to and reasonable
given the audit requirements and the types of services being performed.




     4.4.2.2. In addition, Registry shall conduct Agreed Upon Procedures (“AUP”) with
respect to whether the CSC Fees and Royalties reported by Registry to CTIA during the year
were properly stated. As part of the AUP, Registry’s auditor will recalculate the CSC fees
and Royalties to determine whether they conform to the actual CSC Fees received by Registry
and the



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Amended and Restated Common Short Code License Agreement





Royalties paid out to CTIA and that the procedures performed by Registry to calculate
the Royalties were in accordance with the Agreement. The agreed upon procedures contained
in the AUP report must be mutually agreed to and reasonable.




     4.4.2.3. The parties will agree on controls and processes for the SAS-70 Type II Report
as well as the agreed upon procedures contained in the AUP report according to the following
procedures:




     4.4.2.3.1. A high-level description of the processes that will be covered in
the SAS 70 Type II and AUP reports, which has been agreed to by the parties, is
attached hereto as Exhibit I.




     4.4.2.3.2. Registry will prepare detailed control objectives and descriptions
for each process, and will present them to CTIA by July 15, 2008. CTIA, Registry,
and each party’s internal auditors will meet to discuss the objectives and
descriptions, with the first meeting occurring no later than August 15, 2008. The
parties will work in good faith to complete the control descriptions and objectives
by September 30, 2008.




     4.4.2.4. SAS-70 Type II Review.




     4.4.2.4.1 If the Registry’s independent auditor issues a qualified report in
any annual audit, CTIA will have the right, at its sole expense, to have its own
auditor review and test the controls applicable to those exceptions giving rise to
the Qualified Report (“Qualified Exceptions”). Registry will, within a commercially
reasonable period, remedy the control environment that gave rise to the Qualified
Exception and, if warranted by the Qualified Exception, revise the control
descriptions and objectives agreed upon under section 4.4.2.1. CTIA or its auditors
will have the right to review the actions take by Registry to remedy any Qualified
Exception. Although an act or omission giving rise to a Qualified Exception may
constitute a breach of this Agreement for which the remedies contained in the
Agreement may be available, the mere existence of a Qualified Report or the
inclusion of a Qualified Exception in the



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Amended and Restated Common Short Code License Agreement





Qualified Report will not by itself constitute a breach of this Agreement.




     4.4.2.4.2. If the Registry’s independent auditor determines that there are
exceptions, weaknesses and/or deficiencies that do not merit the issuance of a
Qualified Report (collectively the “Non-material Exceptions”), Registry shall
provide to CTIA a copy of its management response to such Non-material Exceptions
and shall, upon written request by CTIA, meet with CTIA and CTIA’s external
auditors, to discuss its response and any actions Registry may take, if necessary,
to mitigate the Non-material Exceptions. In addition, Registry will request that
its independent auditor be available to CTIA and its external auditors to discuss
such Non-Material Exceptions. CTIA will have the right to have its own auditor
review and test the control(s) applicable to such Non-material Exceptions; provided,
however, that in the event that such review and/or testing results in an amount of
time spent by Registry’s Professionals for preparation, support, or implementation
in excess of sixteen (16) hours, such hours in excess of sixteen (16) hours shall be
billed to CTIA at Registry’s then current rate set forth in Exhibit A. If Registry
requests such fees, it must provide a detailed and accurate report of the time spent
by its internal Professionals for the review and/or testing described above. Such
report will contain the name of the Professional(s), the nature of the work, and the
amount of time spent on each task. Although an act or omission giving rise to a
Non-material Exception may constitute a breach of this Agreement for which the
remedies contained in the Agreement may be available, the mere existence of a
Non-material Exception will not by itself constitute a breach of this Agreement.




     4.4.2.5 AUP Report Review. If the Registry’s independent auditor determines that there
are exceptions in the AUP report: (a) Registry shall provide to CTIA a copy of its
management response (if applicable) to such AUP exceptions, meet with CTIA and CTIA’s
external auditors, to discuss its response and any actions Registry may take, if necessary,
to mitigate the exceptions, and (b) CTIA will have the right to have its own auditor
re-perform the AUP at CTIA’s expense.



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Amended and Restated Common Short Code License Agreement





     4.4.2.6. During the Term the parties will make mutually agreeable changes to the
control descriptions and objectives for the SAS 70 Type II Report and AUP as warranted by
changes to the CSC program or applicable auditing standards.



     4.4.3. CTIA’s Independent Right to Review.




     4.4.3.1. CTIA shall have the right, upon thirty (30) days’ prior written notice to
Registry, to cause an independent certified public accountant to inspect and review written
records reasonably related to the application, registration, approval, billing, and
financial records associated with the collection of Registry Fees and payment of CSCA
Royalties to CTIA (“Records”). CTIA’s right to conduct such reviews is independent of
sections 4.4.1 and 4.4.2 above. Such reviews may occur no more than two (2) times per
calendar year, unless the Parties mutually agree to additional reviews. The costs of such
reviews shall be paid by CTIA; provided, however, that if inspection reveals an
underreporting of five percent (5%) or more of any fee category or CSCA Royalties due,
Registry shall pay the reasonable third-party costs for the review and any underpayment plus
interest. Interest shall be calculated at the rate of three quarters percent (.75%) per
month, or at the highest rate allowed by law, whichever is lower, from the date payment was
due Licensor to the date the underpayment is discovered. If Registry disagrees with the
results of the review, Registry and Licensor shall resolve the dispute in accordance with
the provisions of Article 19 below. Registry shall make such payments to CTIA by no later
than that (i) fifteen (15) days following the discovery of the underpayment or (ii) fifteen
(15) days following the resolution of any dispute confirming the underpayment, whichever
later. CTIA’s right to a review of records related to CSC service by an independent auditor
shall continue for two (2) years after the expiration or termination of this Agreement.




     4.4.3.2. During any review conducted under this section 4.4., CTIA’s independent
auditor shall have the right to make copies or receive extracts of Records. The independent
auditor shall treat all information provided under this section as Confidential Information
and shall use such information solely for the purposes of determining whether the Registry
Fees and Royalties were properly stated and paid to CTIA.



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     4.5. Records Disputes. During any review conducted under Section 4.4., CTIA’s independent
auditor may request to review any Records. If the Registry is unwilling to provide any of those
items, then, at Licensor’s request, Registry will meet to discuss the auditing procedures under the
internal dispute resolution terms of section 19.1; provided, however, that in no event shall
Registry be required to make available any internal or external audit work papers.



     4.6 Record Retention. Registry shall maintain complete, clear, and accurate Records.



     4.7. Additional Hours. For any additional Registry professional fees to be charged to CTIA
under this Article 4, Registry must provide to CTIA an estimate of the number of professional hours
required. If CTIA believes that the estimate is unreasonable, or if the number of hours billed
materially exceeds the estimate, then CTIA may invoke the internal dispute resolution terms of
section 19.1.



5. INDUSTRY-RESERVED RIGHTS.




     5.1. Approval of Licensee. The Common Short Code Working Group, acting on behalf of the
participating members of the wireless telecommunications industry, has consented to CTIA’s
licensing of NeuStar, Inc. to act as the Registry of CSCs pursuant to this Agreement. CTIA’s Board
of Directors retains the right, exercisable as the full Board or through its Executive Committee,
to approve any assignment by Registry of its rights and obligations under this Agreement pursuant
to Article 15 below, and any grant of a license to use the CSC Registry Rights to a successor
provider of Registry Services in connection with the termination of this Agreement pursuant to
Article 16 below.



     5.2. Regulatory and Legislative Considerations. As described in Article 18 below, the CSC
Service Users are or may be subject to certain federal and state laws and regulations promulgated
thereunder, as well as rules, regulations, orders, opinions, decisions and possible approval of the
FCC and other regulatory bodies having jurisdiction or delegated authority over CSC Service Users
and the CSC Service. CTIA’s Board of Directors or its Executive Committee, acting on behalf of the
participating members of the wireless telecommunications industry, has retained the right to direct
CTIA, acting as the Common Short Code Administrator, to seek changes and modifications to this
Agreement or to the Registrant



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Amended and Restated Common Short Code License Agreement



Sublicense Agreement to reflect such regulatory and legislative considerations in accordance
with Articles 9 and 18.




     5.3. Technology Changes. The CTIA’s Board of Directors or its Executive Committee, acting on
behalf of the participating members of the wireless telecommunications industry, has retained the
right to direct CTIA, acting as the Common Short Code Administrator, to seek changes and
modifications to this Agreement or to the Registrant Sublicense Agreement to reflect the experience
of members of the industry in the provision of Registry Services or to reflect subsequent
improvements in available technology that, in either case, indicate that changes should be made to
the then-existing functionality of Registry Services. Any such changes or modifications shall be in
accordance with Article 9 of this Agreement.



6. REGISTRY SERVICES.




     6.1. In General. In accordance with the license granted by this Agreement, Registry
represents that it shall provide the Registry Services in the manner described in this Article 6
and will use the Licensed Materials only to provide Registry Services in the manner so described.
In addition, Registry represents that it shall provide the Registry Services and other services
directly related to the provision of Registry Services, to CSC Service Users and Visitors,
according to the applicable terms and conditions of this Agreement and, where applicable, in
accordance with the Assignment Guidelines set forth in Exhibit D. CTIA may make changes to the
Assignment Guidelines by sending notice of such changes to Registry. Registry shall comply with
such changed Assignment Guidelines, provided that, if the changes affect Registry or constitute
Additional Services under section 9.1, then such changes are subject to mutual agreement under the
procedures in section 9.1. Registry may use the Licensed Materials for the provision of Routing
Services, provided that such use is consistent with the licensed granted under this Agreement.
Furthermore, Registry will not utilize the Licensed Materials for any other purpose (other than as
set forth in this Agreement) except to provide additional services authorized from time to time by
the execution of an amendment to this Agreement permitting the use of the Licensed Materials in
connection with such additional services, as contemplated by Article 9. Registry also represents
that it shall maintain the Registry Database, collect and process CSC applications and
registrations, and provide access by the



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Carriers to the Registry Database in accordance with the Assignment Guidelines. CTIA in no way
represents itself as guarantor of the quality of the Registry Services to be provided by Registry.




     6.2. Leases of CSCs. Individual CSCs will be leased by Registry at a rate per calendar
month, for a minimum of three (3) months, to qualified CSC participants. CSCs shall be offered in
three (3), six (6) and twelve (12) month terms.



     6.3. Types of CSCs.




     6.3.1. In General. The specific CSCs available for the catalog shall be as set forth
in the Assignment Guidelines, and shall be assigned by Registry on a first-come,
first-served basis from the list of available CSCs. The Parties may mutually agree to modify
the form, type and range of such CSCs pursuant to an amendment to this Agreement in
accordance with Article 9 of this Agreement.




     6.3.2. RESERVED.




     6.3.3. Random CSCs. Unless an Applicant selects one of the CSCs listed in Section
6.3.4, all CSCs shall be assigned on a random basis.




     6.3.4. Selected CSCs. Selected CSCs shall be those CSCs that are specifically
requested by an Applicant and Registered by a Registrant. Assignment of these CSCs shall be
on a first-come, first-served basis, provided that those CSCs are available.




     6.3.5. Carrier Reserved CSCs. Carriers may request CSCs that are otherwise available
to be excluded or removed from the general pool of registration. Carriers may return Carrier
Reserved CSCs to the available pool of CSCs at any time. Nothing in this Agreement is
intended to limit a Carrier’s use of Carrier Reserved CSCs within the pool of CSCs utilized
through CTIA for the purpose of conducting their own promotions and campaigns and may offer
access to other carriers of such codes to further such promotions and campaigns; provided
however, that nothing under this subsection is intended to allow carriers to reserve CSCs
for Third Party sponsored campaigns or promotions.



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Registry shall have no obligation to verify whether
a Carrier has reserved CSCs for Third Party sponsored campaigns or promotions, but will have
an obligation to ensure that Carrier-Reserved CSCs are removed from the general pool of
registration.



     6.4. Process for Obtaining a CSC. The process for applying for and registering a CSC shall be
as set forth in the Assignment Guidelines. The Parties may mutually agree to change, modify or
alter such process at any time.



     6.4.1. Registrant Sublicense Agreement




     6.4.1.1. Registry shall enter into a registrant sublicense agreement with each
Registrant (“Registrant Sublicense Agreement”) (a) granting the Registrant the right to
access individual CSCs for the specified term, and (b) entitling the Registrant to the
applicable Registry Services. The Registrant Sublicense Agreement shall initially be in the
form attached to this Agreement as Exhibit B and may only be modified by Registry with the
consent of CTIA, which consent shall not be unreasonably withheld. Registry shall have the
exclusive authority to enforce the terms and conditions of such Registrant Sublicense
Agreement.




     6.4.1.2. Registry shall be entitled to charge and collect the Registry Fees set forth
in Exhibit C-1 and shall timely invoice and collect the Registry Fees from the Registrants.
Registry reserves the right to amend the Registry Fees throughout the term of this
agreement, provided that CTIA consents to such modifications, which consent shall not be
unreasonably withheld. In addition, the prices may be increased through an amendment to this
Agreement as approved by the Parties, with such approval not to be unreasonably withheld, to
reflect demonstrated increases in the net costs of providing Registry Services arising from
(a) new or revised specifications or policies adopted after the Effective Date, or (b)
legislation or regulations specifically applicable to the provision of Registry Services
adopted and in force after the Effective Date, to ensure that Registry recovers such costs
and a reasonable profit thereon.



     6.5. RESERVED.



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     6.6. CSCA Website.



     6.6.1. During the Term of this Agreement, and any Subsequent Term, Registry shall maintain and
host the www.usshortcodes.com website, on which Registry Services are provided to CSC Service Users
(“CSCA Website”). The Parties shall mutually agree on the format, design and look and feel of the
CSCA Website. In addition to links to the CTIA Site, the CSCA Website shall contain links to
Registry’s website, located at www.neustar.biz along with references to “NeuStar, Inc.”
serving as the Registry for CSCs.



     6.6.2. Registry agrees that it shall maintain the CSCA Website in accordance with the Service
Levels, use commercially reasonable efforts to keep the CSCA Website free from defects in materials
and workmanship, and remedy any failure of the CSCA Website, any other malfunction, defect or
non-conformity in the product specifications and functions that impairs use of the CSCA Website in
accordance with the Service Level Agreement, set forth in Exhibit F. Except as set forth in Section
16.2, the remedies set forth in the Service Level Agreement shall be the sole and exclusive
remedies for violations of the Service Levels.



     6.6.3. CTIA shall provide to Registry a reasonable privacy policy for use in connection with
the CSCA Website. Such privacy policy will be posted conspicuously at the CSCA Website. Registry
shall collect, use, store, access and share personal information collected through the CSCA Website
or otherwise in the performance of the Registry Services in accordance with privacy policy and in
compliance with applicable law. Registry shall be responsible for any Unauthorized Access or any
other unauthorized use or sharing of such personal information. Registry shall use at least
industry standard administrative, technical, and physical safeguards intended to prevent
Unauthorized Access.



     6.6.4. As between CTIA and Registry, CTIA, on behalf of all participating Carriers, owns all
right, title, and interest in the www.usshortcodes.com domain name, including any trademarks,
copyright or other intellectual property rights associated with the
www.usshortcodes.com domain
name. Registry neither has, nor shall acquire, any rights to the
www.usshortcodes.com domain name
except the right to use it in order to meet its obligations under this Agreement.



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     6.6.5
The www.usshortcodes.com domain name shall reside in a domain name registration account
maintained by CTIA. CTIA will be listed as the domain name registrant and the technical,
administrative, and billing contact in such account, and Registry will be listed as the “Account
Exec” in the current GoDaddy domain account, or an equivalent position if the domain name is moved
to any other domain registrar.



     6.6.6. CTIA will notify Registry of any changes or modifications in the registration
information for the usshortcodes.com URL that CTIA institutes during the term of this Agreement,
including any changes to the name servers and/or associated IP addresses (such information, the
“URL Information”); provided that CTIA shall provide advance notice of any changes or modifications
to the name servers and/or associated IP addresses. Registry shall not be liable for any demands
or claims brought by a Third Party against CTIA or Registry if the CSCA Website becomes unavailable
as the result of CTIA’s failure to notify Registry of CTIA’s changes or if CTIA modifies the URL
Information. In addition, CTIA acknowledges that its failure to notify Registry of CTIA’s changes,
or if CTIA modifies the URL Information, such actions may materially affect the provision of
Registry Services. In addition, the Parties shall cooperate to keep all URL Information accurate
and up-to-date, and shall comply with any obligations set forth in the registration agreement with
the selected domain name registrar. Therefore, Registry shall not be liable to the CTIA for any
breach of this Agreement as the result of CTIA’s failure to notify Registry of CTIA’s changes,
CTIA’s modifications to the URL Information, and for CTIA’s non-compliance with its registration
agreement.



     6.6.7. Branding and Website Guidelines. CTIA and Registry have agreed on Branding and Website
Guidelines, which are basic guidelines regarding use of colors, logo(s), types of images, and
branding on the CSCA website as well as in HTML service e-mails from the CSCA to CSC Users. The
initial such guidelines are attached hereto as Exhibit J. Registry will ensure that the CSCA
Website, service e-mails, and any other materials created or published in connection with the CSC
Services are consistent with the Branding and Website Guidelines.



     6.6.8. Changes to the Registry Services and CSCA Website. Registry will not make any changes
to the CSCA Website, registry operation, or the navigation of a customer’s experience throughout
the lease of a CSC, except as follows:



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     6.6.8.1. Category 1 Changes.




     6.6.8.1.1. Subject to the requirements of section 6.6.8.1.2 below, Registry may make
the following changes without advance consent by CTIA, so long as it provides notice to CTIA
of such change:




     6.6.8.1.1.1. Existing Copy on Website — Registry may make copy changes and
editing to the content of the CSCA Website if such changes are intended to improve
the language or grammar, or to update the content that relates to description of the
existing CSC programs, provided that such changes are consistent with the
requirements of Exhibit J;




     6.6.8.1.1.2. CSC Directory — Registry may continue to optimize the CSC
Directory’s technical capability to increase ease of use;




     6.6.8.1.1.3. Resource Center — Registry may continue to grow and add to the
resource center, including adding articles, whitepapers, and other resources related
to Common Short Codes, except that any such resources that mention or relate to the
Related Services or other services offered by Registry must be approved under the
Category 2 process specified below. CTIA has the right to direct Registry to add
similar content to the resource center, which Registry agrees to add as soon as
reasonably practical, but in no event later than five (5) Business Days after such
request.




     6.6.8.1.1.4. General Notices — Registry can post notices relevant to planned
service outages and other general operational information related to the operation
of the CSC Registry or the CSCA Website, including Applicants’ and/or Registrants’
accounts.




     6.6.8.1.2. For the Category 1 changes listed above, Registry must provide reasonable
written notice of the proposed change (including the specifics of such proposed change).
Registry shall be allowed to make such change at its discretion. If CTIA objects to a
Category 1 change, CTIA will provide a detailed explanation and may offer a proposed rewrite
of such changes to make the proposed changes acceptable to the CTIA.



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Registry must promptly reverse the change until the parties resolve the dispute. The Parties
shall then arrange for a conference call, no later than two (2) Business Days after
Registry’s receipt of such objection, to resolve the dispute.



     6.6.8.2. Category 2 Changes.




     6.6.8.2.1. Subject to the requirements of section 6.6.8.2.2. below, Registry may make
the following changes after providing ten (10) Business Days’ prior notice to CTIA.




     6.6.8.2.1.1. Website tuning — Registry may make CSCA Website navigation
cleaner and more relevant to the visitor. This includes adjustments to the
navigation buttons, pull down items, hotlinks, graphics, mapping, etc.;




     6.6.8.2.1.2. Search — Registry can continue to improve the search capability;




     6.6.8.2.1.3. Registry may make substantive changes to the content of the CSCA
website related to the policies and procedures of obtaining a CSC;




     6.6.8.2.1.4. Registry may make changes to the Aggregator Tier 1, Tier 2 and
Tier 3 listings;




     6.6.8.2.1.5. Registry may make substantive changes to the content under the
“Obtain a Code” tab on the CSCA Website;




     6.6.8.2.1.6. Registry may include Registry press releases that are related to
the provisioning of CSCs pursuant to this Agreement.




     6.6.8.2.2. For the Category 2 changes listed above, CTIA shall have no more than ten
(10) Business Days to substantively respond to written notice by stating either its
acceptance of the proposed changes, or if there is an objection, a detailed explanation for
the rejection. If, by ten (10) Business Days after CTIA’s receipt of Registry’s written
notice of an intended Category 2 change, CTIA has not responded to Registry’s proposed Content Change, Registry may implement the Category 2 change.



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However, if at a later
date CTIA objects to a Category 2 change, Registry must remove that Category 2 change as
soon as reasonably practicable, but in no event later than five (5) Business Days after
receipt of CTIA’s objection. If CTIA rejects a proposed Category 2 change, at Registry’s
written request, CTIA will provide, within ten (10) Business Days of such written request, a
detailed explanation and may offer a proposed rewrite of such changes to make the proposed
changes acceptable to the CTIA. The Parties shall then arrange for a conference call within
two (2) Business Days to resolve the dispute.




6.6.8.3. Category 3 Changes. Registry may not make any other changes without CTIA’s prior
written approval, including without limitation:




     6.6.8.3.1. Changes to the policies and procedures for obtaining a CSC or making
payments to obtain a CSC;




     6.6.8.3.2. Any new product or product enhancement to the CSC Registry functionality
that requires a change to the Registrant Sublicense Agreement;




     6.6.8.3.3. Any change to the Registrant Sublicense Agreement;




     6.6.8.3.4. Substantive material changes to the Assignment Guidelines;




     6.6.8.3.5. Any changes to the Exhibits;




     6.6.8.3.6. Any changes to a CSC product offering that requires a change to the privacy
policy, including any changes to the privacy policy;




     6.6.8.3.7. The addition of articles, whitepapers and other resources to the Resource
Center if those resources mention or relate to any services offered by Registry, including
Related Services; and




     6.6.8.3.8. Any changes or additions to the fields of data provided by CSC Service Users
or Visitors.



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     6.7. Reserved Rights by the Registry. In addition to the reservation of right for the
Registry in the Registrant Sublicense Agreement, the Parties acknowledge that Registry shall have
the right to suspend access to the Registry Services by any CSC Service User, including but not
limited to, a Carrier, that either (i) acts in a manner that is inconsistent with the Assignment
Guidelines, or (ii) acts in a manner which prevents the Registry from performing its obligations
under this Agreement and the Assignment Guidelines. In the event of such a suspension of a Carrier,
Registry shall (a) consult with the CTIA regarding such action; and (b) offer such Carrier a
reasonable period to cure such actions; provided that such actions by the Carrier do not threaten
the stability or integrity of the Registry Services, as determined by Registry, in its sole
discretion. In addition, Registry shall consent to an expedited dispute resolution process similar
to the process set forth in Section 19.2 with any Carrier that disputes a suspension as set forth
in this Section 6.7.



     6.8. Code of Conduct. Registry shall comply with its Code of Conduct attached as Exhibit E.
Any changes to that Code of Conduct will require CTIA’s approval.



     6.9. Provision of Registry Services; Service Level Adjustments. Registry shall use
commercially reasonable efforts, which shall be no less than the prevailing industry standard for
the performance of comparable Registry Services, to ensure that it provides the Registry Services
in accordance with the Services Levels, attached hereto and incorporated herein. In the event that
Registry is unable to meet the Service Levels, Registry shall pay the associated Service Level
penalty(ies) set forth in Exhibit F. Registry shall use commercially reasonable efforts to remedy
any Service Level violation(s) expeditiously. Except in the case of Chronic Failure, as set forth
in Section 16.2, the monetary penalty(ies) set forth in Exhibit F shall be the sole and exclusive
remedy for failure to meet any of the Service Levels.



     6.10. Data Escrow. All CSC Data will be backed up on a nightly basis either by full or
incremental backups. Nightly backups will be contained in the automatic tape library providing a
24-hour worst case risk exposure. In addition, Registry shall combine each daily backup per month
onto a monthly backup tape and will retain such tapes at a backup facility, at Registry’s sole
discretion, for a period of no less than two (2) years from expiration or termination of this



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Agreement. Furthermore, Registry shall provide to CTIA a copy of such CSC Data once per month, or more often as the Parties mutually agree, in human (comma delimited ASCII)
readable form.




     6.11. Security/Unauthorized Access. Registry agrees to take reasonable steps to develop and
maintain the security of the servers that hosts the CSCA Website, which measures shall not be less
than the measures taken by Registry to protect the security and integrity of Registry’s website.
In addition, Registry shall maintain and enforce safety and physical security procedures at a level
consistent with the level of security provided with respect to any other comparable service
provided to Registry’s customers. In the event Registry becomes aware of an Unauthorized Access to
CSC Data or the Registry Services, Registry shall immediately (i) notify CTIA in writing; (ii)
investigate the Unauthorized Access; and (iii) subject to reasonable access, security, and
confidentiality requirements, provide CTIA and its respective designees with reasonable access to
all resources and information in Registry’s possession as may be necessary to investigate the
Unauthorized Access, including the results of such investigation.



     6.12. Data Rights; New Services.




     6.12.1 Related Services using Basic Account, CSCA Website, and CSC Directory
Information.




     6.12.1.1. Subject to the other provisions in the Agreement, and the
confidentiality and privacy policy obligations in the Registrant Sublicense
Agreement and the Common Short Code Administrator Privacy Agreement, Registry shall
have the non-exclusive, royalty-free, limited right to use, solely for the purposes
of providing Related Services: (i) [* * *], (ii) [* * *], and (iii) [* * *] (such
data from subsections (i), (ii), and (iii), collectively the “Licensed User Data”).
If Registrants have opted-in through the mechanisms specifically set forth in this
Agreement and Exhibit K to allow Registry to retrieve the Licensed User Data from
the [* * *], Registry may access the [* * *] to retrieve such information and may
use the Licensed User Data as set forth in this Agreement. If Registrants have not
opted in to allow Registry to access such Licensed User Data, Registry shall not
access or use (a) the CSC Data to collect or use such information, or (b) any
meta-data associated with CSC Data.



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     6.12.2. Promotion of Related Services.




     6.12.2.1. Promotion through the CSCA Website. Registry may promote or offer
the Related Services through the use of hyperlinks and/or graphics containing
hyperlinks in accordance with Exhibit K. Except for the above listed hyperlink
placements, the Related Services may not be promoted or offered by Registry through
any other means on the CSCA Website unless otherwise approved in writing by CTIA.
Registry may not promote Related Services during the application process to lease a
CSC, [* * *]. Subject to the restrictions in this Agreement, the content of such
links shall be considered Category 1 changes as defined below, provided that the
links conform to the requirements of Exhibit K. Registry’s right to place links is
nonexclusive and, consistent with the requirements in Exhibit K, CTIA may grant
Third Parties rights of placement on the CSCA Website, and may require that links to
CTIA websites be placed on the CSCA Website.




     6.12.2.2. Promotion of Related Service through means outside of the CSCA
Website. [* * *] To that end, opt-in language shall be included on pages within
the CSCA website, as provided in Exhibit K. Any such marketing or promotion of the
Related Services shall meet the following requirements:




     6.12.2.2.1. Registry will not send any marketing material to a CSC
Service User unless that CSC Service User has opted-in to receive marketing
material from Registry;




     6.12.2.2.2. Marketing material sent by Registry must not contain any
CSCA branding or logos, or any colors, images, text, or other content that
might cause the recipient to believe that the CSCA is responsible for, or
endorses, the Related Service or the marketing material;




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     6.12.2.2.3. All marketing material must clearly state (a) that it is
marketing a Related Service, (b) the nature of the Related Service, and (c)
that Registry is the party offering the Related Service; and




     6.12.2.2.4. All marketing materials must comply with any applicable
laws.




     6.12.3. Effective Date of Data Rights and New Services. The rights granted to Registry
under this section 6.12. will not take effect until January 1, 2009.




     6.12.4. Limitations.




     6.12.4.1. Registry shall not use the Licensed User Data for any purpose other
than providing the Related Services, and only as set forth in this Agreement.




     6.12.4.2. Registry may not use any CSC Data or Licensed User Data to offer,
market, or provide any system of common or carrier-specific short codes, other than
the Registry Services provided under this Agreement. Nothing in this Section
6.12.4.2. shall be interpreted to mean that Registry may not offer, market or
provide any service that competes with the services provided hereunder, provided
that: (1) the offering of such services do not utilize Licensed User Data or CSC
Data, (2) such services are not promoted by the Registry on the CSCA Website; and
(3) through the processes set forth in Article 9, the Registry shall allow CTIA to
expand the CSC Data collected by the Registry to include the types of CSC Data
collected by Registry for its own CSC monitoring services or other CSC services;
provided, however, that nothing herein shall (a) require Registry to turn over any
data it has collected from its own monitoring or other services or (b) restricts
Registry from continuing to collect and use such data through sources outside of the
performance of Registry Services.




     6.12.4.3. No Licensed User Data shall be provided to Registry from the CSCA
website or database unless Registry obtains a specific opt-in from an Applicant or
Registrant, which may be obtained through the process set forth in section 6.12.2
above.



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     6.12.5. Registry shall indemnify CTIA, under the procedures set forth in section 12.2
of this Agreement, for all claims arising from the Related Services, including the content
of the links to Related Services or any
articles, whitepapers or other content about the Related Services (even if such content
is reviewed and/or approved by CTIA).




     6.12.6. Reports on the use of the Licensed User Data. Within fifteen (15) days of the
end of every calendar month in which Registry offers Related Services, Registry will provide
to CTIA a report that contains a general description of each Related Service offered by
Registry and the categories of Licensed User Data used in each such Related Service.




     6.12.7. Equal Access to Advertising and Opt-Ins. If CTIA grants to any Third Party a
right to advertising or opt-in placement in the places on the CSCA Website in which Registry
may place advertising and/or opt-ins (as listed in Exhibit K), then CTIA shall either (a)
require that such Third Party adhere to the restrictions on advertising and opt-ins stated
in this Agreement and in Exhibit K, or (b) offer Registry the same level of advertising and
opt-in restrictions offered to such Third Party for the duration of the Third Party’s
advertising or opt-placement. If CTIA grants to any Third Party a right to advertising or
opt-in placement in confirmation emails or in places on the CSCA Website in which Registry
may not place advertising and/or opt-ins under this Agreement, then CTIA shall offer to
Registry the right to such placement under the same terms, conditions, and restrictions
(e.g., frequency, size, price, and advertisement or opt-in type) granted to such Third
Party.



     6.13 Carrier Working Group. CTIA will host Carrier working group meetings. The participants
in such meetings will be Registry, CTIA, and those Carriers who participate in the CSC program and
elect to participate in the working group meetings. To the extent possible, two (2) in-person
meetings per year shall be held during (or immediately prior to or after) CTIA’s existing industry
events. CTIA will host at least two additional meetings per calendar year by phone or in person.




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Registry’s attendance and participation in the meetings will be at its own expense.




     6.14 Marketing Fund. CTIA and Registry shall discuss the establishment of a marketing fund to
be used for direct, out-of-pocket expenses related to education, promotion, and generation of
awareness of CSCs.



          6.14.1. Neither party will be obligated to contribute to the marketing fund if the parties
cannot agree on a marketing plan.




          6.14.2. If a marketing plan is approved, the parties will meet at least once per quarter, by
phone or in person, to discuss the success of the marketing plan.




7.     OWNERSHIP AND LICENSE OF INTELLECTUAL PROPERTY.




     7.1.   Ownership of CSC Registry Rights. As between CTIA and Registry, CTIA shall, on behalf
of all Participating Carriers, own all right, title and interest in the CSC Registry Rights,
including the CSC Data, the Assignment Guidelines and CSC Enhancements and the Intellectual
Property and Documentation associated with them, but excluding Registry IP set forth in Section
7.3. Registry shall acquire no rights, including Intellectual Property rights, title or ownership
in the CSC Registry Rights, including the CSC Data and the CSC Enhancements, by virtue of the
License granted by this Agreement or by virtue of its use of the CSC Registry Rights, except the
right to use the CSC Registry Rights in accordance with this Agreement. Except as may be provided
otherwise by this Agreement, all uses of the CSC Registry Rights by Registry shall inure to the
benefit of CTIA on behalf of the Participating Carriers.



     7.2.  Enforcement of Ownership of CSC Registry Rights. Registry acknowledges that irreparable
damage would result from unauthorized use of the CSC Registry Rights and that CTIA would have no
adequate remedy at law to redress such a breach. Therefore, Registry agrees that, in the event of
such a breach, specific performance and/or injunctive relief, may be awarded by a Court
of competent jurisdiction. Such relief may be obtained without the necessity of a bond.



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     7.3.   Ownership of Other Intellectual Property. Registry shall own Intellectual Property
created by or for Registry in the performance of the Registry Services pursuant to the License,
including the Registry Software, Registry Database, Maintenance Modifications, and Enhancements and
Documentation related thereto, but excluding CSC Enhancements, CSC Data, the Assignment Guidelines
and the CSCA Website and related Documentation (“Registry IP”). CTIA shall acquire no rights,
including Intellectual Property rights, title or ownership in the Registry IP by virtue of its use
of such service, except the right to use the Registry IP in accordance with this Agreement. Except
as may be provided otherwise by this Agreement, all uses of the Registry IP by CTIA shall inure to
the benefit of Registry.



     7.4.   Enforcement of Ownership of Registry IP. CTIA acknowledges that irreparable damage
would result from unauthorized use of the Registry IP and that Registry would have no adequate
remedy at law to redress such a breach. Therefore, CTIA agrees that, in the event of such a breach,
specific performance and/or injunctive relief, without the necessity of a bond, may be awarded by a
Court of competent jurisdiction.



     7.5.   Ownership of CSCA Website. CTIA shall own all right, title and interest in the content,
branding and “look and feel” of the CSCA Website, including the html code underlying such elements,
and in all Intellectual Property and Documentation associated with those elements, but excluding
Registry IP.



     7.6.  Use of Registry’s Logo by CTIA. Registry hereby grants to CTIA a non-exclusive,
worldwide, royalty-free license during the term of this Agreement: a) to state that Registry has
been designated as the CSC Registry for the provision of CSCs, (b) to use a logo specified by
Registry to signify that it is designated as such, and (c) to link to pages and documents within
the Registry web site. Nothing in this Agreement shall be construed as granting to CTIA a license
to use any of Registry’s logos, trademarks, service marks, copyrighted materials or patents
(collectively, Registry’s Intellectual Property), except as expressly set forth herein.
CTIA shall not modify or alter any of Registry’s Intellectual Property without the express
written permission of Registry. Any uses, modifications or alteration of Registry’s Intellectual
Property shall be the sole property of Registry and shall accrue to the benefit of Registry
exclusively.



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     7.7.   Press Releases. The Parties shall mutually agree upon joint press releases, provided,
however, that Registry press releases that merely mention NeuStar, Inc.’s role as the CSC Registry
do not require notice or consent of CTIA. Press releases related to CSCs, Registry Services, and
related matters must mention CTIA first and Registry second. The initial reference to CTIA will
use CTIA’s full name, CTIA – The Wireless Association®.



8.     CSC SERVICE USERS PROBLEM RESOLUTION.




     Registry shall provide a “Help Desk” to CSC Service Users to (i) help CSC Service Users in
answering routine questions and resolving problems with respect to use of the Registry Services and
(ii) enable CSC Service Users to report any failure of the Registry Services. In addition to
telephone access, the “Help Desk” shall also include access by means of electronic mail service.
The Help Desk shall be made available seven (7) days a week, twenty-four (24) hours a day. Registry
shall provide personnel to answer the Help Desk during Normal Business Hours and will have
personnel on call for calls to the Help Desk during all other hours. All common carrier charges
incurred by CSC Service Users and all costs of telephone and terminal equipment incurred by CSC
Service Users shall be the responsibility of the CSC Service Users using the Help Desk. Registry
shall make a diligent effort to promptly acknowledge and respond to CSC Service Users’ contacts to
the Help Desk.



9.     ADDITIONAL SERVICES.




     9.1.   Requested by CTIA. During the term of this Agreement, CTIA may request that Registry
provide new or additional services to CSC Service Users or make certain changes in the Registry
Services to CSC Service Users, including, without limitation, (i) the addition of new or different
functionality to the Registry Services, (ii) a modification, reduction or expansion of existing
functionality of the Registry Services, (iii) the offering of additional support, training,
consulting services or any other addition to or modification or expansion of the Registry Services,
(iv) an increase or decrease in any new or additional services or changes previously requested
pursuant to this Article 9, or (v) CSC routing services (collectively (including changes,
modifications and reductions) “Additional
Services”). CTIA will initiate its request for Additional Services by delivering a proposal to
Registry detailing the Additional Services being requested and any requirements to be met.



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Registry may request further information or clarification, if needed by
Registry, to formulate a response. Within three (3) weeks (or such longer or shorter period
mutually agreed to by the Parties) after Registry’s receipt of CTIA’s request (or, if later,
Registry’s receipt of any information or clarification requested by it), Registry shall respond
with a proposed amendment to this Agreement, which shall be prepared and finalized in accordance
with the requirements of this Article 9. As part of its response to any request from CTIA for
Additional Services that CTIA states are intended to benefit more than one CSC Service User,
Registry shall offer: (1) a price if paid by CSC Service Users by a specified date, and (2) a price
if paid by CSC Service Users over the remaining term of this Agreement. Registry shall perform
changes in Registry Services pursuant to this section 9.1 on a time and materials basis at no more
than the blended rate listed on Exhibit A.




     9.2.   Proposed by Registry. During the term of this Agreement, Registry may propose
Additional Services to CTIA and/or CSC Service Users, including without limitation Enhancements
developed by Registry arising out of its own research and development or in connection with a
request for services from a CSC Service User. Registry will initiate this process by delivering a
proposal to CTIA detailing the Additional Services being proposed. If CTIA wishes to accept the
proposal for Additional Services, it shall notify Registry in writing, and Registry shall respond
within three (3) weeks (or such longer or shorter period mutually agreed to by the Parties) with a
proposed amendment to this Agreement. The proposed Amendment shall be prepared and finalized in
accordance with the requirements of this Article.



     9.3.   Changes Pursuant to Agreed-Upon Changes in Service Levels. During the term of this
Agreement, CTIA and Registry may agree upon a change in Service Levels that would necessitate the
rendering of Additional Services. In such cases, Registry shall prepare for CTIA a proposed
amendment to this Agreement, which shall be prepared and finalized in accordance with the
provisions of this Article.



     9.4.   Amendment relating to Additional Services. Each proposed amendment to this Agreement
submitted by either Party pursuant to this Article shall be specifically identified as being
proposed pursuant to this Article 9, and shall set forth at least the following:



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     9.4.1. Description of the work to be performed by Registry, with reference to the
requirements for the Additional Services or Enhancements, if any;




     9.4.2. Identification of ownership in the related Documentation or other materials.




     9.4.3. Delivery schedule for performance and completion of the work and initiation of
the Additional Services, including milestones and delivery dates, where appropriate;




     9.4.4. Completion and acceptance criteria (including testing procedures and quality
standards);




     9.4.5. Designation of the names of the key personnel of Registry;




     9.4.6. Any changes to the fees to be charged to CSC Service Users, and the schedule of
effective date(s) for said changes in the fee structure; and




     9.4.7. Identification of any impact on Service Levels, including proposed revisions
thereto.



     Upon receipt of Registry’s proposal under this Article 9, CTIA will review the proposed
amendment and may request changes and modifications. Registry will then prepare a final amendment
containing the provisions agreed upon by both Parties. Upon CTIA’s acceptance of the final
amendment submitted by Registry, the amendment shall be executed by both Parties. All terms and
conditions of this Agreement shall remain in effect except to the extent specifically changed by
such an amendment. Once an amendment to this Agreement prepared pursuant to this Article 9 has been
executed by each Party, the terms and conditions of that amendment shall supersede any prior terms
and conditions of this Agreement (including the terms and conditions of any prior amendment to this
Agreement) that are inconsistent with the terms and conditions of that amendment. If a proposed
amendment is never finalized between the Parties, the requested or proposed Additional Services
(including, without limitation, any Enhancement) will not become a part of the Registry Services.



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10.   INDEPENDENT CONTRACTOR.




     Each Party acknowledges that the relationship between CTIA and Registry is that of an
independent contractor. This Agreement creates no agency, partnership, joint venture or employment
relationship between the Parties. Personnel utilized by Registry in the performance of Registry
Services (hereinafter “Registry’s Employee(s)”) shall at all times remain under Registry’s
exclusive control and direction and shall be employees of Registry and not employees of CTIA or of
any partnership or joint venture between CTIA and Registry. Registry further acknowledges that it
is not considered an affiliate or subsidiary of CTIA, and is not entitled to any employee rights or
benefits of CTIA. CTIA also acknowledges that it is not considered an affiliate or subsidiary of
Registry and is not entitled to any employee rights or benefits of Registry. Neither Party shall
have any power or authority to act for or on behalf, bind or commit the other. Nothing in this
Agreement shall be deemed to render CTIA liable for any of the debts or obligations of Registry
that Registry may have to any Third Party nor shall be deemed to render Registry liable for any of
the debts or obligations of CTIA that CTIA may have to any Third Party.



11.    INFORMATION.




     11.1 Definition of Confidential Information. In carrying out the intentions and obligations of
this Agreement, Registry may come into possession of proprietary and confidential information of
CTIA and CTIA may come into possession of proprietary and confidential information of Registry. For
purposes of this Agreement, proprietary and confidential information, includes, without
limitations, software, proprietary aspects of the functional requirements and the systems
interface, pricing and financial information and customer records of either Party or of any CSC
Service Users or Visitors, know-how, procedures, membership data, marketing information, methods of
operation, business plans and procedures, marketing and advertising plans, and computer programs
and source codes, collectively referred to as “Confidential Information.” The Disclosing Party
shall have the right to correct any inadvertent failure to designate information as “confidential”
and/or “proprietary” by written notification to the Receiving Party. The Receiving Party shall,
from that time forward, treat such information as Confidential Information under this Agreement.



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     11.1.1 Exclusions. The Confidential Information does not include any information that:
(i) was known to the Receiving Party prior to its disclosure hereunder by the Disclosing
Party; (ii) is independently developed by the Receiving Party without use of the
Confidential Information of the Disclosing Party; (iii) is or becomes publicly known through
no wrongful act of the Receiving Party; (iv) has been rightfully received from a Third Party
authorized to make such disclosure without restriction; (v) has been approved for public
release by the Disclosing Party’s prior written authorization; or (vi) must be produced or
disclosed pursuant to applicable law, regulation or court order, provided that the Receiving
Party provides prompt notice thereof to enable the Disclosing Party to seek a protective
order or otherwise prevent such disclosure.




     11.1.2. Obligations. The Receiving Party agrees not to disclose Confidential
Information of the Disclosing Party to any Third Party without the Disclosing Party’s
express written permission. The Receiving Party may disclose Confidential Information of the
Disclosing Party only to those employees, contractors, representatives and agents who have a
need to know such Confidential Information. The Receiving Party shall hold Confidential
Information in strict confidence, and use at least the same degree of care as it uses to
safeguard its own most confidential and proprietary information so as to insure that no
unauthorized person has access to it. The Receiving Party may use Confidential Information
of the Disclosing Party only for purposes of fulfilling its obligations under the Agreement
or as permitted under the Agreement. All Confidential Information shall remain the sole
property of the Disclosing Party. The Receiving Party shall not use or commercially exploit
the Disclosing Party’s Confidential Information, or any portions thereof, except for
fulfilling the obligations under the Agreement.



     11.2. Return or Destruction of Confidential Information. Upon the request of the Disclosing
Party, which may be made at any time, the Receiving Party shall return (with respect to CSC Data,
in the form and on the media then in use) to the Disclosing Party, or, at the option of the
Disclosing Party, shall destroy or permanently erase, the Confidential Information provided by the
Disclosing Party and all copies thereof (in written, electronic or other form), and shall destroy
or permanently erase any information and materials developed by it based on the Disclosing Party’s
Confidential Information.



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Notwithstanding anything to the contrary above, Registry shall not return or destroy CSC Data or Confidential Information that
is necessary for it to provide Registry Services during the Term of the License. Upon the request
of the Disclosing Party, the Receiving Party shall certify that the destruction or permanent
erasure of Confidential Information provided for herein has occurred.




     11.3. Injunctive Relief. Each party acknowledges that the unauthorized disclosure or use of
Confidential Information may cause irreparable harm and significant injury, the amount of which may
be extremely difficult to estimate. If the Receiving Party fails to abide by its obligations under
this Article, the Disclosing Party may be entitled to seek immediate injunctive relief, in addition
to any other rights and remedies available to it at law or in equity.



     11.4. Loss of Confidential Information. In the event of any unauthorized disclosure or loss
of, or inability to account for, Confidential Information of the Disclosing Party, the Receiving
Party will notify the Disclosing Party immediately.



     11.5. Third Party Access to Confidential Information. CTIA acknowledges that any Third Party
having a need to obtain access to Confidential Information of Registry as a result of such Third
Party’s actions as a sub-contractor or vendor of CTIA, or otherwise through its relationship with
CTIA shall, as a condition to such access, be required to execute a confidentiality agreement,
which confidentiality agreement shall include, at a minimum, the substantive restrictions set forth
in this Article 11. Registry acknowledges that any Third Party having a need to obtain access to
Confidential Information of CTIA as a result of such Third Party’s actions as a sub-contractor or
vendor of Registry, or otherwise through its relationship with Registry shall, as a condition to
such access, be required to execute a confidentiality agreement, which confidentiality agreement
shall include, at a minimum, the substantive restrictions set forth in this Article 11.



12.   MUTUAL INDEMNIFICATION.




     12.1. Each Party shall indemnify, defend, and hold harmless the other Party (“Indemnitee”),
including its directors, officers, employees, agents and affiliates from and against any losses,
damages, settlement, recovery, judgment, expenses and costs (including reasonable attorneys’ fees),
or liabilities as a result of (a) any claims or demands against the Indemnitee by a Third Party for
injury to and death of persons, and damage to and loss of property that are caused by, or arise
from the



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Indemnifying Party’s (“Indemnitor”) performance and obligations under the Agreement; b) any
claims or demands against Indemnitee by a Third Party that products or services furnished by
Indemnitor within the scope of the Agreement actually or allegedly violates, infringes or
misappropriates any patent, copyright, trademark, trade secret or other proprietary rights of the
Third Party; provided that Registry shall not indemnify CTIA for any claim based on its provision
of Registry Services as set forth in the Assignment Guidelines unless the claim is based on
Registry’s negligence or intentional misconduct in its provision of Registry Services; likewise,
CTIA shall not indemnify Registry for any claim based on Registry’s provision of Registry Services
as set forth in the Assignment Guidelines unless the claim is based on CTIA’s negligence or
intentional misconduct in its performance of its obligations under this Agreement; c) any claims or
demands against Indemnitee by a Third Party to the extent arising from the negligence or
intentional misconduct of Indemnitor acting or failing to act within the scope of this Agreement;
or (d) any claims or demands against the Indemnitee by a Third Party arising from an actual breach
of any of the Indemnitor’s obligations, representations, or warranties contained herein. In the
event that a Third Party brings a claim or demand against Registry and such claim or demand arises
from a Carrier’s refusal or intentional failure to abide by the Assignment Guidelines, CTIA shall
indemnify Registry for any direct damages as a result of Carrier’s misconduct with respect to the
Assignment Guidelines, provided that Carriers indemnify CTIA for such Third Party claims against
Registry. CTIA shall use reasonable and good faith efforts in its attempt to reach an agreement
with Carriers concerning indemnification of CTIA for Third Party claims against Registry.




     12.2. In claiming any indemnification under this Agreement, the Party claiming indemnification
(the “Claimant”) shall provide the other Party with written notice of any claim, which the Claimant
believes falls within the scope of this Agreement. The Claimant may, at its own expense, assist in
the defense if it so chooses, provided that the other Party shall control such defense and all
negotiations relative to the settlement of any such claim and further provided that any settlement
intended to bind the Claimant shall not be final without the Claimant’s written consent.



     12.3. Permission & Releases. Both Parties shall obtain permission and releases necessary for
the other Party and CSC Service Users to use any Third Party’s copyrighted material, trademark,
patent or other intellectual property right



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in the performance of the Agreement. In the event that either Party uses such copyrighted
material, trademark or patent without the owner’s permission, the other Party shall secure, at its
own expense, the right for such Party and CSC Service Users, whichever applicable, to use such
copyrighted material, trademark or patent.




     12.4. Intellectual Property, Antitrust or Claims against either Party for Carrier Activity. In
the event that there are any claims or demands against either CTIA or Registry by a Third Party
that (a) the CSC Registry Rights or the Assignment Guidelines actually or allegedly violate,
infringe or misappropriate any patent or other proprietary rights of the Third Party; (b) the CSC
Registry Rights, other aspects of the CSC program, or the Assignment Guidelines actually or
allegedly violate any antitrust laws or regulations; or (c) one or more Carriers have not performed
consistent with the Assignment Guidelines (collectively, “Emergency Claims”), then either Party
shall have the right to commence the following escalation process:




     12.4.1. With five (5) Business Days written notice to the other Party, either Party may
call a special emergency meeting with the other Party and the Carriers to discuss the
Emergency Claims. The Parties shall use commercially reasonable efforts to agree on a
mutually beneficial resolution to the Emergency Claims.




     12.4.2. In the event that the Parties with the Carriers are unable to agree to a
mutually beneficial resolution to the Emergency Claims, and either Party reasonably believes
that one or more of the Emergency Claims could result in substantial cost or damages to that
Party, then either Party may call for a temporary suspension of the Registry Services
pending either a (i) mutually beneficial resolution to the Emergency Claims; (ii) final
resolution of the Emergency Claim(s) by a court or other entity with competent jurisdiction;
or (iii) the occurrence of a Regulatory Event as set forth in Article 18. In the event that
a Regulatory Event is involved, then the processes and procedures set forth in Article 18 of
the Agreement shall control.




     12.4.3. In the event that such temporary suspension lasts for a period of forty-five
(45) days or longer, then this Agreement may be terminated by either Party.



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If CTIA
terminates such Agreement pursuant to this Section 12.4.3, then Registry shall not be required to provide any of the Transition
Services set forth in Article 17 but shall be obligated to take the steps listed in
Section 17.1 including returning the CSC Data to CTIA along with the html source code to the
CSCA Website. In addition, if CTIA elects to terminate this Agreement under this
Section 12.4.3, CTIA shall indemnify, defend and hold harmless, Registry for any and all
claims or demands relating to the provision of Registry Services by itself, or any Third
Party, after the effective date of termination. If Registry terminates such Agreement
pursuant to this Section 12.4.3, the Registry shall provide the Transition Services set
forth in Article 17 and is obligated to take the steps listed in Section 17.1, including
returning the CSC Data to CTIA along with the html source code to the CSCA Website. In
addition, if Registry elects to terminate this Agreement under this Section 12.4.3, CTIA has
no obligation to indemnify, defend and hold harmless, Registry for any and all claims or
demands relating to the provision of Registry Services by itself, or any Third Party, after
the effective date of termination.



     12.5. Registry’s Obligations If Provision of Registry Services Is Threatened for Other
Reasons. If provision of Registry Services by Registry shall be prevented or appears likely to be
prevented by an injunction or court order, or by settlement resulting from any claim under
Section 12.1 (b), that is not governed by the preceding Section 12.4, Registry shall, at its own
discretion and expense, either: (a) by license or release from claim of violation, infringement or
misappropriation, procure for CTIA and CSC Service Users the right to continue using the Registry
Software; or (b) modify the Registry Services so it is functionally equivalent to the original
Registry Services, but is no longer subject to a claim of violation, infringement or
misappropriation; or (c) remove any infringing materials and replace same with equally suitable
materials free from claim of infringement or misappropriation.



13.   LIABILITY; LIMITATION OF LIABILITY.




     13.1. EXCEPT FOR A BREACH BY EITHER PARTY IN CONNECTION WITH ITS INDEMNIFICATION OBLIGATIONS
SET FORTH IN THIS AGREEMENT, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY
INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING WITHOUT



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LIMITATION, LOSS OF INCOME, LOSS OF PROFITS OR OTHER PECUNIARY LOSS); OR FOR ANY LOSSES OR
EXPENSES RESULTING FROM ANY CAUSES OF ACTION OF ANY KIND WITH RESPECT TO THE AGREEMENT OR ANY
AMENDMENT THERETO, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND INTENTIONAL
MISCONDUCT) OR OTHERWISE. IN NO EVENT SHALL REGISTRY BE LIABLE TO CTIA FOR ANY LOSSES OR EXPENSES
RESULTING FROM ANY INACCURACY IN OR OMISSION FROM ANY INFORMATION OR DATA SUPPLIED BY CTIA OR ANY
CSC SERVICE USER TO REGISTRY IN CONNECTION WITH THE REGISTRY SERVICES PERFORMED BY REGISTRY. THE
LIABILITY OF EITHER PARTY TO THE OTHER SHALL NOT EXCEED THE TOTAL AMOUNT OF THE CSCA ROYALTIES PAID
BY REGISTRY FOR THE LICENSE OF THE LICENSED MATERIALS GRANTED BY THIS AGREEMENT.




     13.2. Direct Damages. EACH PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY DIRECT DAMAGES
ARISING OUT OF OR RELATING TO A BREACH OF ITS OBLIGATIONS UNDER THIS AGREEMENT AND AWARDED BY A
COURT OR AN ARBITRATOR IN ACCORDANCE WITH THE DISPUTE RESOLUTION PROVISIONS UNDER THIS AGREEMENT.



14.   WARRANTIES.




     14.1. Authority. Each Party represents to the other that it has full authority to enter into
and perform all of its obligations under this Agreement, and that the person signing this Agreement
on behalf of the Party has been properly authorized to enter into this Agreement. Each Party
further acknowledges that it has read this Agreement, understands it, and agrees to be bound by all
of its terms, conditions, and provisions.



     14.2. Ownership Interest in the CSC Registry Rights. CTIA represents and warrants that, in its
capacity as the Common Short Code Administrator, it has the power and authority to license the use
of the CSC Registry Rights to Registry to provide the Registry Services as described in this
Agreement.



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     14.3. Experience. Registry represents and warrants to CTIA that: a) it has the experience and
ability to perform the Registry Services; and b) it will perform the Registry Services in a
professional, competent and timely manner.



     14.4. Open Participation. CTIA represents and warrants to Registry that all telecommunications
service providers that are otherwise qualified to provide CSCs, will be eligible to participate in
the CSC program.



     14.5. Card Processing. With respect to the processing of Cards (as defined below) under this
Agreement:



     a. Registry represents and warrants that it shall comply with all applicable laws of the
United States; and



     b. Registry agrees to comply with all applicable Card Association rules, including, without
limitation, the Visa Cardholder Information Security Program, the MasterCard Site Data Protection
Program, and the Payment Card Industry Data Security Standard.



     For the purposes of this Agreement: (i) “Card Association” shall mean Visa, MasterCard, or any
other card associations or the issuer of any other Card of any association or network and (ii)
“Card” shall mean any valid credit card or debit card issued by a member of Visa, MasterCard, or
any other association or card issuing organization and bearing its respective trade names,
trademarks, and/or trade symbols.



     14.5. Disclaimer of Warranties. EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, NEITHER PARTY
MAKES ANY WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES RENDERED BY ITSELF, ITS
SERVANTS, OR ITS AGENTS OR THE RESULTS OBTAINED FROM THEIR WORK, INCLUDING, WITHOUT LIMITATION, ANY
IMPLIED WARRANTY OF MERCHANTABILITY, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE.



15.   ASSIGNMENT.




     This Agreement is personal to the Parties hereto. Their respective rights and interests
hereunder are non-assignable and non-transferable without the prior



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written consent of the other Party, which consent shall not be unreasonably withheld or
delayed. Any attempted assignment or transfer of such rights and interests without such consent in
violation of the provisions of this Agreement, by operation of law or otherwise, shall be void;
provided, however, that either Party may assign and transfer this Agreement without prior consent
to a parent, subsidiary, affiliate or successor of interest that acquires substantially all of its
assets.




16.   TERMINATION.




     16.1. Either Party may terminate this Agreement, and such termination shall be effective
immediately, in the event that the other Party: 1) breaches any material term of this Agreement and
the breach is not cured within fifteen (15) Business Days (or within a reasonable period of time as
mutually agreed upon by the Parties, such agreement to not be unreasonably withheld) after receipt
of written notice from the non-breaching party; 2) makes a general assignment for the benefit of
creditors; 3) files a voluntary petition in bankruptcy or for reorganization or arrangement under
the bankruptcy laws; 4) if a petition in bankruptcy is filed against either Party or if a receiver
or trustee is appointed for all or any part of the property or assets of either Party; 5) under the
circumstances related to a regulatory event as set forth in Article 18 of this Agreement;
6) Registry chronically fails to provide the Registry Services, as defined in Section 16.2 of this
Agreement 7) Registry is merged with or acquired by an entity which is unable to comply with the
Code of Conduct; or 8) Registry otherwise ceases to be able to comply with the Code of Conduct, and
such cessation continues for a period of thirty (30) days following the date that Registry first
becomes aware of the event causing the cessation of neutrality.



     16.2. Chronic Failure. CTIA may terminate this Agreement if Registry frequently fails to
provide the Registry Services at one or more of the Service Levels, and such failure is evidenced
by recurring events of the same or similar nature that are indicative of a systemic problem(s), and
such problem(s) has been unaffected by Registry’s repeated efforts to cure or is reasonably
unlikely to be cured as a result of Registry’s reasonably diligent efforts over a reasonable
period, which in any event shall be no less than thirty (30) days.



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17.   TRANSITION AT EXPIRATION OR TERMINATION OF THIS AGREEMENT.




     17.1. Rights and Obligations Upon Termination. Upon final termination of this Agreement
(hereafter “Termination Event”) and subject to the following sections of this Article 17 allowing
for an orderly transition, (i) all rights of Registry with respect to the Licensed Materials shall
cease and revert to CTIA, (ii) Registry shall have no further right to promote or provide the
Registry Services, and (iii) Registry shall cease using the CSC Registry Rights and other Licensed
Materials. Also subject to the following sections of this Article 17, (a) within seven days of a
Termination Event (or the last day of any extension described in Section 17.3 below), Registry
shall return to CTIA (without retaining copies) all Documentation relating to the CSC Registry
Rights, including all copies, in whatever form, of CSC Data or CSC Enhancements or, at CTIA’s
request, destroy all copies of those materials and shall return the html source code to the CSCA
Website; (b) within thirty days after a Termination Event (or the last day of any extension
described in Section 17.3 below), Registry shall pay to CTIA all undisputed CSC Royalties that have
accrued through the effective date of the termination and are actually collected, and (c)
immediately after a Termination Event, Registry shall assign its rights and obligations in the
Registry Sublicense Agreements then in effect with Registrants to CTIA or its designee. Registry
will assist CTIA in the orderly and timely transition of the www.usshortcodes.com domain name to
CTIA or its designated agent.



     17.2. Registry’s Obligation to Assist with Transition. Upon a Termination Event and in the
event that CTIA informs Registry of its intent to license the CSC Registry Rights to a successor
provider of Registry Services (the “Successor Registry”), Registry shall assist CTIA in the orderly
and timely transition of the Registry Services specified herein from Registry to the Successor
Registry, consistent with the requirements of this Article.



     17.3. Optional Extension upon Termination. Upon the occurrence of a Termination Event, and
CTIA’s request, Registry shall agree to extend this Agreement with CTIA for a period which shall
not extend beyond the earlier of either (i) the effective date of a license agreement between CTIA
and the Successor Registry under which a license to use the CSC Registry Rights to provide Registry
Services is granted to the Successor Registry; or (ii) the date that is six (6) months after the Termination Event.



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Amended and Restated Common Short Code License Agreement



During any such extension, Registry shall continue to provide
Registry Services to CSC Service Users in accordance with the Service Levels and Fee Schedule in
effect on the date of notice of termination and shall continue to pay CSC Royalties to CTIA in
accordance with the CSC Royalties Schedule in effect on the date of notice of termination, unless
the Parties mutually agree, pursuant to good faith negotiations, to the application of a revised
Fee Schedule or CSC Royalties Schedule during that time period. Upon any such extension, Registry
shall provide any Transition Services (as defined below) requested by CTIA; provided that
(i) Registry shall be paid for any additional services at the blended rates listed in Exhibit A,
and (ii) Registry shall have no obligation to perform any such Transition Services after the
extension period has concluded. Registry’s obligation to perform Services during any extension
period is subject to CTIA using diligent efforts to transition to a Successor Registry, which shall
commence no later than upon notice of termination of this Agreement.




     17.4. Transition Services. Upon the occurrence of a Termination Event, CTIA may request
Registry to perform certain services and assist with the transition to a Successor Registry. Such
request for Transition Services shall be submitted to Registry in writing on or immediately prior
to the expiration or termination date. CTIA shall pay Registry for the performance of such
Transition Services in accordance with Paragraph 17.3 of this Agreement. Registry shall cooperate
with CTIA in effecting the orderly and timely transition of the Registry Services to a Successor
Registry and agrees to perform the following services (collectively, the “Transition Services”).




     17.4.1. Provide CTIA with a list or summary, as applicable, of all documentation of
operational and procedural practices required for the orderly transition to a Successor
Registry for the Registry Services;




     17.4.2. Provide CTIA with assistance in transferring the CSCA Website, content on the
CSCA Website, and CSC Data, including the underlying html code for the look and feel of the
CSCA Website.;




     17.4.3. Provide assistance in transitioning the help desk functions specified in
Article 8;



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          17.4.4. Provide joint project planning to ensure an orderly and timely transition of the
Registry Services to a Successor Registry;





     17.4.5. Consistent with Registry’s contractual obligations to Third Parties regarding
nondisclosure, provide CTIA and/or its designees all CSC information that is reasonably
necessary to enable a licensee of CTIA to provide the Registry Services; and




     17.4.6. Take any actions necessary to effectuate the assignment of the Registry
Sublicense Agreements.



18.   REGULATORY AND LEGISLATIVE CONSIDERATIONS.




     18.1. Some CSC Users are Communications Common Carriers. The Parties expressly recognize that
the CSC Service Users and the Carriers are or may be subject to certain federal and state laws and
regulations promulgated thereunder, as well as rules, regulations, orders, opinions, decisions and
possible approval of the FCC and other regulatory bodies having jurisdiction or delegated authority
over CSC Service Users and the CSC Service. The Parties also recognize that this Agreement is
subject to changes and modifications required as a result of any of the foregoing; provided,
however, that the Parties hereby agree that this Agreement and the Registrant Sublicense Agreements
shall remain in full force and effect in accordance with their respective terms and each of the
Parties shall continue to perform all of its respective obligations under this Agreement, and
Registry and each of the CSC Service Users shall continue to perform all of their respective
obligations under the CSC Registrant Agreements, in accordance with the respective terms thereof
until the Parties can agree upon any amendment that may be required to this Agreement as a result
of any such regulatory change.



     18.2. Failure to Agree Upon Amendment. If the Parties are unable to agree upon any required
amendment, the Parties agree to resolve such dispute pursuant to an “expedited” arbitration
proceeding.



     18.3. Termination as Result of Amendment. Notwithstanding anything to the contrary above,
either Party may terminate this Agreement if the required



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and has been filed separately with the Securities and Exchange Commission pursuant to a
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amendment is technically or economically unfeasible or if the regulatory change requires
either Party to terminate this Agreement, except that each Party agrees it will give the other at
least thirty (30) days advance written notice of its intent to terminate this Agreement on such
basis. If, within ten (10) days of receipt of such notice, the Non-terminating Party delivers its
written objection to the Terminating Party disputing the basis upon which Terminating Party is
exercising its termination right under this provision, the Parties shall resolve the dispute in an
Expedited Arbitration proceeding, with the focus of such proceeding being whether the required
amendment is technically or economically unfeasible or whether the regulatory change requires the
Terminating Party to terminate this Agreement, as applicable. CTIA shall cooperate fully with
Registry to obtain any necessary regulatory approvals of the Registry Services or in other
regulatory proceedings regarding the Registry Services.




     18.4. Changes in Law and Regulations. CTIA shall notify Registry of any relevant changes in
applicable legislative enactment and regulations of which CTIA becomes aware in the ordinary course
of its business. Any necessary modifications to the Registry Services as a result of such changes
shall be made in accordance with the provisions of Article 9 [Changes to Services], and subject to
the provisions of Section 18.1.



19.   INTERNAL DISPUTE RESOLUTION AND ARBITRATION.




     19.1. Internal Dispute Resolution. Except in circumstances where the time required for
application of this dispute resolution procedure would cause irreparable harm, any claim,
controversy or dispute arising out of or relating to this Agreement, which cannot otherwise be
resolved after good faith negotiations by the Parties, shall be resolved as follows:




     19.1.1. The dispute shall initially be referred jointly to Steve Johnson, Senior Vice
President, or his successor and Rob Mesirow, Vice President, Operations or his successor.
These Senior Representatives of the Parties shall attempt to resolve the dispute within
seven (7) calendar days of either Party submitting the dispute to the Senior
Representatives.




     19.1.2. If the Senior Representatives are unable to resolve the dispute within such
time period, the dispute shall be submitted in writing to the chief



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Amended and Restated Common Short Code License Agreement





executive officer respectively of CTIA and Registry. The chief executive officers shall
attempt to resolve the dispute within fourteen (14) calendar days of such submission.




     19.1.3. If the matter has not been resolved under the above procedure within
twenty-one (21) calendar days of the commencement of such procedure, any Party wishing to
pursue the matter may resort to binding arbitration as provided in the Section 19.2.




     19.1.4. The above calendar day periods may be extended by mutual written agreement of
the Parties.



     19.2.   Arbitration. Any dispute arising out of or related to this Agreement, which cannot be
resolved by negotiation, shall be settled by binding arbitration in the Commonwealth of Virginia
before a single arbitrator. The arbitration shall be conducted pursuant to the American Arbitration
Association’s (“AAA”) Commercial Arbitration Rules. Judgment on the award rendered by the
arbitrator may be entered in any court having jurisdiction. The parties shall first attempt to
identify a mutually acceptable arbitrator. However, if the parties are unable to identify a
mutually acceptable arbitrator within twenty (20) days after service of the demand for arbitration
upon all of the Parties to the dispute, then either Party may request that the arbitrator be
appointed by the president of the Association of the Bar of the Commonwealth of Virginia. The
arbitrator’s fees shall be deposited equally by the parties, but may be awarded by the arbitrator
as provided in the Commercial Arbitration rules. However, under no circumstances shall any Party to
this agreement be responsible for the payment of any administrative fees to the AAA in connection
with this arbitration agreement.



20.   MISCELLANEOUS.




     20.1.  Successors and Assigns. This Agreement and any amendments thereto shall be binding upon
the Parties’ respective successors and assigns.



     20.2.  Attorneys’ Fees. The Party substantially prevailing in any legal action between the
Parties concerning this Agreement shall receive reimbursement of its reasonable attorneys’ fees and
court costs incurred from the other Party.



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Amended and Restated Common Short Code License Agreement




     20.3.  Advertising or Publicity. Except as set forth in this Agreement, neither Party shall
identify, either expressly or by implication, the other Party or its corporate affiliates or use
any of their names, trademarks, trade names, service marks, or other proprietary marks in any
advertising, sales presentations, news releases, releases to any professional or trade publication,
advertising or other promotional materials without such other Party’s prior written consent, which
shall not be unreasonably withheld or delayed.



     20.4.  Non-Waiver. No course of dealing or failure of either Party to enforce strictly any
term, right, obligation or provision of this Agreement, including any amendments thereto, or to
exercise any option provided hereunder or thereunder shall be construed as a waiver of such
provision.



     20.5.  Notices. All notices or other communications required or permitted to be given under
this Agreement shall be in writing (unless otherwise specifically provided herein) and delivered or
addressed as follows:



If to CTIA:



CTIA

1400 16th Street, NW

Suite 600

Washington, DC 20036

Attn: Rob Mesirow

(p) (202) 785-0081




with a copy to:



CTIA

1400 16th Street, NW

Suite 600

Washington, DC 20036

Attn: General Counsel

(p) (202) 785-0081




If to Registry:




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Amended and Restated Common Short Code License Agreement



NeuStar, Inc.

46000 Center Oak Plaza

Building Ten

Sterling, VA 20166

Attn: Steve Johnson, Senior Vice President

p: (571) 434-5400

f: (571) 434-5401




with a copy to:



NeuStar, Inc.

46000 Center Oak Plaza

Building Ten

Sterling, Va. 20166

Attn: General Counsel

p: (571) 434-5400

f: (571) 434-5735



All notices or other communications shall be deemed effectively given: (a) when delivered, if
personally delivered, including courier, facsimile or overnight delivery service, (except that
notices received after 3:00 p.m. local time will be deemed received on the following Business Day);
(b) on the date of delivery (or, if refused, the refusal date shown on the return receipt) if
mailed certified or registered mail, return receipt requested; or (c) four (4) days after mailing
if mailed first class.




     20.6.  Governing Law. The construction, interpretation and performance of this Agreement and
all transactions under it shall be governed by the laws of the Commonwealth of Virginia, excluding
its choice of law rules. Registry agrees to submit to the jurisdiction of any court within the
Commonwealth of Virginia wherein an action is commenced against CTIA under this Agreement.



     20.7.  Severability. If any provision of this Agreement shall be held invalid or
unenforceable, such provision shall be deemed deleted from the Agreement and replaced by a valid
and enforceable provision which reasonably achieves the Parties’ intent in agreeing to the original
provision. The remaining provisions of the Agreement shall continue in full force and effect.



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Amended and Restated Common Short Code License Agreement




     20.8.  Remedies. The rights and remedies provided herein shall be cumulative and in addition
to any other remedies available at law or in equity.



     20.9.  Survival. Except as otherwise set forth in this Agreement, all obligations that by
their nature survive the expiration or termination of this Agreement, including, Sections 4 [CSC
Royalties], 6.10 [Data Escrow], 7 [Ownership], 11 [Confidential Information], 12 [Indemnification],
13 [Limitation of Liability], 14 [Warranties], 17 [Transition], 19 [Dispute Resolution], 20.2
[Attorneys’ Fees], 20.4 [Non-Waiver], 20.5 [Notices], 20.6 [Governing Law], 20.7 [Severability],
20.8 [Remedies], 20.12 [No Third-Party Beneficiaries], 20.13 [Interpretation of the Agreement], and
20.16 [Entire Agreement].



     20.10.  Insurance. During the term of the Agreement, both Parties, at their sole cost and
expense, shall secure and maintain insurance coverage as is necessary, as a reasonable prudent
businessperson, to bear all of their obligations under this Agreement. Such coverage shall include
Commercial General Liability Insurance, Errors and Omissions Insurance, and Media Insurance.
Maintenance of the foregoing insurance shall in no way be interpreted as relieving either Party of
any responsibility or obligation whatsoever and both Parties may acquire, at its own expense, such
additional insurance, as such Party deems necessary. Both Parties assume full and complete
liability for all injuries to, or death of, any person, or for any damages to property to the
extent arising from the negligent or willful acts or omissions of such Party.



     20.11.  Force Majeure. Either Party may suspend (or if such suspension continues for more than
30 days, terminate) its obligations under this Agreement if such obligations are delayed,
prevented, or rendered impractical or impossible due to circumstances beyond its reasonable
control, including, without limitation, fires, floods, lightning, earthquakes, wars (declared or
undeclared), civil disturbances, accidents, terrorist acts (including biochemical attacks), acts of
any governmental body, damage to its plants and equipment, network problems caused by any Internet
Service Provider or telecommunications company servicing Registry [and/or CTIA], acts of God
(collectively referred to herein as “Force Majeure”), Each party shall use its best efforts to
minimize the duration and consequences of any failure of or delay in performance resulting from a
Force Majeure event. In such event, the affected party shall not be liable to the other for delay
or failure to perform its obligations under this Agreement.



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Amended and Restated Common Short Code License Agreement




     20.12.  No Third-Party Beneficiaries. This Agreement shall not be construed to create any
obligation by either CTIA or Registry to any non-party to this Agreement, including any CSC Service
User.



     20.13.  Interpretation of the Agreement. This Agreement is the joint work product of
representatives of Registry and CTIA; accordingly, in the event of ambiguities, no inferences will
be drawn against either Party, including the Party that drafted the Agreement in its final form.



     20.14.  Headings. The Article headings contained herein are for purposes of convenience only
and shall not be deemed to constitute a part of this Agreement or to affect the meaning or
interpretation of this Agreement in any way.



     20.15.  Counterparts. This Agreement may be executed simultaneously in two (2) counterparts,
each of which shall be deemed an original, but both of which together shall constitute one (1) and
the same instrument.



     20.16.  Entire Agreement. This Agreement constitutes the entire agreement between Registry and
CTIA relating to the subject matter hereof and shall not be modified or rescinded in any manner
except by a written amendment executed by both Parties. Other than as expressly provided herein,
both Registry and CTIA agree that no prior or contemporaneous oral representations form a part of
their Agreement. Estimates and forecasts furnished by CTIA shall not constitute commitments. The
provisions of this Agreement supersede all contemporaneous oral agreements and all prior oral and
written quotations, communications, agreements and understandings of the parties with respect to
the subject matter of this Agreement.



        [THIS SPACE IS LEFT INTENTIONALLY BLANK]




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     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in duplicate
by their duly authorized representatives.



	 	 	 	 	 	 	 
	CTIA – The Wireless Association®
	 	NEUSTAR, INC.

	 
	 	 	 	 	 	 
	By:

	 	/s/ Steven M. Largent
	 	By:
	 	/s/ Jeffrey E. Ganek
	 

	 	 
	 	 	 	 
	[Name]

	 	Steven M. Largent
	 	[Name]
	 	Jeffrey E. Ganek
	[Title]

	 	President/CEO
	 	[Title]
	 	Chairman and Chief Executive Officer
	Date:

	 	6/3/08
	 	Date:
	 	June 2, 2008






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Amended and Restated Common Short Code License Agreement




LIST OF EXHIBITS





	A.	 	Change Order Fee Schedule
	 
	B.	 	Registrant Sublicense Agreement
	 
	C.	 	1. CSC Registry Fee Schedule
	 
	 	 	2. CSCA Royalties Calculation
	 
	D.	 	Assignment Guidelines
	 
	E.	 	Code of Conduct
	 
	F.	 	Service Levels
	 
	G.	 	Reports
	 
	H.	 	Description of 2007 Audit
	 
	I.	 	Description of the Processes for SAS 70 Type II and AUP Reports
	 
	J.	 	Branding and Website Guidelines
	 
	K.	 	Advertising and Marketing Guidelines and Specifications




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Amended and Restated Common Short Code License Agreement




EXHIBIT A TO THE COMMON SHORT CODE AGREEMENT




Fee Schedule




     For any of the additional services requested by CTIA for which CTIA will be charged a fee (as
provided in the sections of this Agreement that specifically reference this Exhibit A), that fee
will be charged on a per hour basis at a blended rate of $[* * *] per hour. This blended rate will
increase by three percent (3%) per year, with the first such increase occurring on June 1, 2009,
but shall not otherwise change during the Term of this Agreement. Registry shall render invoices
to CTIA on a monthly basis. All undisputed payments shall be due and payable no later than thirty
(30) days after the receipt of the invoice.




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Amended and Restated Common Short Code License Agreement




EXHIBIT B TO THE




COMMON SHORT CODE ADMINISTRATION AGREEMENT

[NOTE TO NEUSTAR: The Online Registrant Agreement from the 5th

Amendment and the Hard Copy Registrant Agreement from the 4th

Amendment have been inserted below.]




ONLINE REGISTRANT SUBLICENSE AGREEMENT v. 4




THIS IS A LEGALLY BINDING AGREEMENT BETWEEN NEUSTAR, INC., THE COMMON SHORT CODE (“CSC”) REGISTRY
OPERATOR (“REGISTRY”), AND “YOU,” THE APPLICANT FOR A LICENSE TO USE CSC(S) IN ACCORDANCE WITH THE
TERMS OF THIS SUBLICENSE AGREEMENT (“AGREEMENT”). PLEASE BE ADVISED THAT THE MERE APPLICATION FOR
OR REGISTRATION OF A CSC WITH THE REGISTRY DOES NOT GUARANTEE THAT A PARTICIPATING CARRIER WILL
ACCEPT OR IMPLEMENT THE CSC OR THAT YOU WILL BE ABLE TO USE THE CSC AT ALL.



BY SELECTING “I AGREE,” BY USING THE SERVICE, OR BY SIGNIFYING YOUR ACCEPTANCE IN ANY OTHER WAY,
YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS AND
CONDITIONS, YOU ARE NOT AUTHORIZED TO USE THE SERVICE AND YOU MUST DISCONTINUE ANY FURTHER USE.



1. The Service. Registry administers a method for assignment of CSCs. CSCs are a string of numeric
characters that are interoperable across communication service providers in the United States that
are participating in CSC services (“Participating Carriers”). The Participating Carriers and other
participating members of the wireless telecommunications industry have appointed the CTIA — The
Wireless Association® (formerly Cellular Telecommunications & Internet Association) (“CTIA”) to
serve as their Common Short Code Administrator and CTIA, acting in



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Amended and Restated Common Short Code License Agreement




that capacity, has granted Registry a license to assign CSCs in the manner described in this
Agreement. Registry makes this Service available to those seeking to sublicense for the term
selected, a CSC. CSCs are intended for use only in the United States. You may review frequently
asked questions regarding the Service by reviewing the CSC FAQs.



2. Registration, Password and Security. To use the Service and license a CSC, You will be asked to
first create an account and obtain a login name. In addition, You will be asked to create a
password. If any information You provide is inaccurate, incomplete or not current, Registry may
suspend or terminate Your account and access to the Service. You may change such information at any
time by logging into Your account. You are solely responsible for maintaining the confidentiality
of Your login name and password. You must immediately notify Registry of any unauthorized use of
Your login name and You are responsible for any unauthorized activities, charges and/or liabilities
made on or through Your login name until Registry receives such notification. You may not transfer
or lend login names to any other third party.



3. Privacy. BY AGREEING TO THE TERMS OF THIS AGREEMENT, YOU ACKNOWLEDGE THAT THE PRIVACY STATEMENT
OF THE CSCA AND GENERALLY DESCRIBE THE COLLECTION AND USE OF PERSONAL INFORMATION, DO NOT APPLY TO
INFORMATION SUBMITTED TO REGISTRY UNDER THIS AGREEMENT. In addition, Registry will not use the data
submitted by You in a way incompatible with the purposes of this Agreement. You represent and
warrant that You have provided notice to, and obtained consent from, any third party individuals
whose data You supply to us as part of the Service with regard to: (i) the purposes for which such
third party’s data has been collected, (ii) the intended recipients or categories of recipients of
the third party’s data, (iii) which parts of the third party’s data are obligatory and which parts,
if any, are voluntary; and (iv) how the third party can access and, if necessary, rectify the data
held about them. You further agree to provide such notice and obtain such consent with regard to
any third party data You provide in the future. Neither Registry nor CTIA are responsible for any
consequences resulting from Your failure to provide notice or receive consent from such individuals
nor for Your providing outdated, incomplete or inaccurate information. In addition to the above,
in the event that You elect to participate in the optional CSC directory service offered by
Registry, You hereby consent to the publication of such
information on a directory that may be viewable by members of the general public.



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4. Disclosure of Certain Information. In order for Registry to comply with the rules and policies
for the administration of CSCs (which may be updated from time to time), You consent to the
disclosure by Registry to CTIA or to Participating Carriers, or those acting on behalf of CTIA or
Participating Carriers, through an interactive accessible registration database or otherwise, the
Data. In addition, You acknowledge that the Application identifies those fields and Data that will
be publicly disclosed or made available through the Registry’s website or otherwise. You further
consent to the disclosure of any Data or other information to any governmental agency upon receipt
of lawful process or in compliance with any law, or to protect the rights or property of Registry,
CTIA, Participating Carriers, or any of their customers or users. Further, in the event that You
agree to participate in the optional CSC directory service, and indicate such acceptance in your
CSC application or otherwise, You hereby consent to the publication of such required data in the
CSC directory. You acknowledge and agree that such data may be viewable by members of the general
public.



5. The Application.




a. CSC. In order to apply for a CSC through the Service, You must complete the Registry’s
application form for each CSC that You would like to register and pay the requisite fees set forth
in Section 8 below. For each application, the person/entity listed in the “Content Provider
details” must be the actual Content Provider (as defined above). Once You have submitted a
completed application, Registry will send an email confirming it has received Your application. You
must retain the confirmation e-mail for each application You submit. You also may review detailed
instructions to complete and submit an application by reviewing Registry’s INSTRUCTIONS. You agree
to: (1) provide certain true, current, complete and accurate information during the application
process; and (2) maintain and update such information according to Registry’s modification
procedures as needed to keep it current, complete and accurate.



b. Types of CSCs. All applications for CSCs are accepted by Registry on a first-come, first-served
basis. Unless You specify a specific CSC in Your application, once Your application is deemed to be
complete by the Registry, You will be assigned a CSC on a random basis from the pool of available
CSCs (a “Random



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CSC”). A “Selected CSC” shall mean any CSC that You specifically request from Registry. Selected
CSCs shall also be assigned on a first-come, first-served basis from the pool of available CSCs.
Registry makes no representation that any specific CSC will be available upon request. You
acknowledge and agree that submission of a CSC application or otherwise meeting the eligibility
requirements for registration does not guarantee that Your application will be approved, that You
will ultimately be the sublicensee of a particular CSC, or that any Participating Carrier will
accept, implement or maintain a sublicensed CSC.



c. Right of Refusal. Registry reserves the right, in its sole discretion, to refuse to register any
Random or Selected CSC. YOU AGREE THAT ANY AND ALL REGISTRATION FEES PAID TO REGISTRY SHALL NOT BE
REFUNDABLE. You agree that neither Registry nor CTIA shall be liable for any losses or damages that
may result from a refusal to register any CSC. You acknowledge and agree that neither Registry nor
CTIA shall be liable to You or any other party in connection with claims, damages, losses, expenses
or costs incurred or suffered by You as a result of actions taken or not taken by Participating
Carriers.



d. Term of CSCs. All CSCs, whether Selected or Random, shall be available for terms of three (3),
six (6) and twelve (12) months and may be renewed by You for additional three (3), six (6) and
twelve (12) month periods.



e. Activating Your CSC. REGISTERING A CSC IN NO WAY GUARANTEES YOU THE RIGHT TO SEND OR RECEIVE
COMMUNICATIONS USING YOUR CSC OR THE RIGHT TO USE THE CSC IN ANY OTHER MANNER. IN ORDER TO ACTIVATE
YOUR CSC, YOU MUST OBTAIN APPROVAL FROM EACH INDIVIDUAL PARTICIPATING CARRIER IN WHICH YOU WOULD
LIKE TO TRANSMIT CONTENT. THE TERMS AND CONDITIONS OF ALL SUCH ARRANGEMENTS WITH INDIVIDUAL
PARTICIPATING CARRIERS ARE AT THE SOLE DISCRETION OF THAT PARTICIPATING CARRIER AND SHALL NOT IN
ANY WAY INVOLVE REGISTRY. IN ADDITION, INITIAL APPROVAL OF REGISTRATION OF A CSC IN NO WAY
GUARANTEES THAT YOU WILL BE ABLE TO RETAIN SUCH CSC PAST THE CURRENT TERM OF YOUR REGISTRATION.



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f. Expiration Grace Period. In the event that Your CSC expires, and has not been
renewed in accordance with this Agreement, You may be given an additional thirty (30) day grace
period, at the sole discretion of the Registry, in which to re-register such CSC. In the event you
do not re-register such CSC within that period, this Agreement shall be terminated, and the CSC may
be made available to the general public after an appropriate aging period.



g. Opt-in/Opt-Out of CSC Programs. In addition to the prohibitions of the transmission of
unsolicited messages elsewhere in this Agreement, each individual program or application
administered to an end user through a CSC must be offered on an “opt-in basis.” This may be
achieved through the submission of an MO message to the program or registering to receive messages
through a website operated by the Registrant. In addition, each Registrant must also offer a
convenient, easy-to-use and conspicuous method for an end user to opt-out any individual program or
application administered through a CSC.



h. No Assignment or Transfer of the CSC. You may not transfer or assign Your sublicense to any CSC
or any of Your rights or obligations under this Agreement. Notwithstanding the foregoing, You may
assign Your sublicense to a CSC in connection with the sale of all or substantially all of Your
assets to a third party successor in interest.



i. Representations. You agree that You may access and use the Service for lawful purposes only and
that You are solely responsible for the knowledge and adherence to this Agreement, any and all
laws, statutes, rules and regulations pertaining to Your use of the Service and a CSC, including
without limitation laws related to intellectual property, defamation, publicity and privacy. You
represent that (i) You intend to use and will use each sublicensed CSC for the purpose set forth in
Your application and not for the purpose of blocking another party from using a CSC, (ii) neither
Your registration nor use of the any sublicensed CSC nor the manner in which You intend to use such
CSC will directly or indirectly infringe or violate the legal rights of a third party, and (iii)
You have all requisite power and due authority to execute this Agreement and to perform Your
obligations hereunder. You agree that You will not (i) use a CSC in violation of this Agreement;
(ii) use a CSC to commit a criminal offense or to encourage conduct that would constitute a
criminal offense or give rise to a civil liability, or otherwise violate any local, state, Federal
or international law or regulation; (iii) use a CSC to upload or otherwise transmit any content
that You do not have a right



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to transmit under any law or contractual or fiduciary duty; (iv) interfere or infringe with any
trademark or proprietary rights of any other party; (v) interfere with the ability of other users
to access or use the Service; (vi) claim a relationship with or to speak for any individual,
business, association, institution or other organization for which You are not authorized to claim
such a relationship; (vii) interfere with or disrupt the Service or servers or networks connected
to the Service, or disobey any requirements, procedures, policies or regulations of networks
connected to the Service; or (viii) reproduce, duplicate, copy, use, distribute, sell, resell or
otherwise exploit for any commercial purposes any portion of the Service.



j. BY REGISTERING A CSC, YOU HEREBY ACKNOWLEDGE THAT YOUR USE OF SUCH CSC IS AND SHALL REMAIN IN
COMPLIANCE WITH THE ABOVE. AS SUCH, YOUR CSC MAY BE SUBJECT TO FUTURE CANCELLATION, DELETION AND/OR
REMOVAL IN THE EVENT THAT YOUR USE OF THE CSC IS DETERMINED TO BE IN VIOLATION OF THIS AGREEMENT.



k. CSC Opt-in Directory. Registry may elect to offer a CSC directory that provides members
of the general public with certain information about Your CSC and any programs or campaigns offered
through the CSC. Participation in the CSC directory service is optional. You shall have the right
to edit, modify or delete any of Your content displayed within the CSC Directory upon request to
the Registry. You shall also have the right to opt-out or remove any of Your content within the CSC
Directory. You understand that You, and not Registry, are entirely responsible for all content
contained within the CSC directory. Registry does not control the content posted via the CSC
directory and, as such, does not guarantee the accuracy, integrity or quality of such information.
Under no circumstances shall Registry be liable in any way for any content, including, but not
limited to, any errors or omissions in any content, or any loss or damage or any kind incurred as a
result of the use of any content posted in the CSC directory. You acknowledge that Registry may or
may not pre-screen content contained within the CSC directory, but that Registry and its designees
shall have the right (but not the obligation) in their sole discretion to pre-screen, refuse, edit
or move any such content that is available through the CSC directory service. Without limiting the
foregoing, Registry shall have the right to remove or edit any content that violates this
Agreement. With respect to any content you submit or make available for inclusion in the CSC
directory, You provide Registry with a worldwide, royalty-



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free and non-exclusive license to use, distribute, reproduce, modify, adapt and publicly display
such content in the CSC directory during the term of Your participating in the CSC directory
service.



l. CSC Auto-renew Feature.



      i. When you register a CSC, you shall have the option of electing that the CSC be
automatically renewed (“Auto-renew”) upon reaching the expiration date in accordance with the
instructions (and subject to Your agreement to the terms and conditions pertaining to that process)
on our Web site. The default is that the Auto-renew feature is disabled. In the event You want
Your CSC to Auto-renew, You must check the appropriate box in the Auto-renew section of the CSC
Application. Once enrolled, upon expiration, Your CSC shall Auto-renew for a period equivalent to
the length of the then-expiring registration and Your credit card on file with the Registry shall
be debited the then-current rate for the renewing CSC. Thus, if you have chosen to register your
CSC for one year, Registry will automatically renew it for one year. If you have chosen to register
your CSC for three months, Registry will automatically renew it for three months, and so on. CSC
renewals will be non refundable.



      ii. You acknowledge and agree that the renewal price may be higher or lower than the price
you paid for the then-current term of the service, and that we are authorized to charge your credit
card on file for the renewal of the service(s). In any event, you are solely responsible for the
credit card information you provide to the Registry and must promptly inform Registry of any
changes thereto (e.g., change of expiration date or account number or Credit Card billing address).
Registry shall have no liability to you or any third party in connection with the renewal as
described herein, including, but not limited to, any failure or errors in renewing the services. In
order to process the Auto-renew service, we may use third-party vendors for the purpose of updating
the expiration date and account number of your credit card on file. Such third-party vendors
maintain relationships with various credit card issuers and may be able to provide us with the
updated expiration date and account number for your credit card by comparing the information we
have on file with the information the third-party has on file. By selecting the Auto-renew service,
you acknowledge and agree that we may share your credit card information with such a third-party
vendor for the purpose of obtaining any update to your credit card expiration date and account
number.



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      iii. If for any reason Registry is not able to take the payment from the credit card You have
on file, Your CSC will expire. It is Your responsibility to keep Your credit card information
current, which includes the expiration date and current credit card billing address. Any renewal of
the CSC is subject to the Registry’s then-current terms and conditions. If You do not elect that
the CSC be automatically renewed, You have the responsibility of logging into Your account for that
CSC and manually implementing the renewal by the expiration date (should You in fact want the CSC
to be renewed).



      iv. Once enrolled in the Auto-renew service, You may opt-out of such service at any time
prior to seven (7) days before the expiration of the CSC. In such an event, You shall be solely
responsible for manually renewing the CSC in the event You wish to keep leasing the CSC. Neither
the Registry nor the CTIA shall be responsible for the loss of any CSC caused by Your failure to
manually renew a CSC if You have opted-out of the Auto-renew.



6. Registry Reservation. Registry reserves the right, but does not assume the obligation, to
strictly enforce this Agreement by, without limitation, issuing warnings, suspending or terminating
Service prior to actively investigating violations and prosecuting them in any court or appropriate
venue. Registry may access, use and disclose transaction information about Your use of the Service,
to the extent permitted by law, in order to comply with the law (e.g., a lawful subpoena); to
enforce or apply this Agreement; to initiate, render, bill, and collect for the Services; to
protect its rights or property; or to protect users of the Services from fraudulent, abusive, or
unlawful use of, the Service. INDIRECT OR ATTEMPTED VIOLATIONS OF THIS POLICY OR ANY RELATED
POLICY, GUIDELINE OR AGREEMENT, AND ACTUAL OR ATTEMPTED VIOLATIONS BY A THIRD PARTY ON YOUR BEHALF
SHALL BE CONSIDERED VIOLATIONS OF THIS POLICY BY YOU. In addition, Registry reserves the right to
deny, cancel, transfer or otherwise make unavailable any CSC that it deems necessary, in its sole
discretion, (1) to protect the integrity and stability of the Service; (2) to comply with any
applicable laws, government rules, policies or requirements, requests of law enforcement, in
compliance with any dispute resolution process; (3) to avoid any liability, civil or criminal, on
the part of Registry, as well as its affiliates, subsidiaries, officers, directors,
representatives, employees, and stockholders; (4) for violations of any agreement between Registry
and any third party related to the Service; (5) to correct mistakes made by Registry, in
connection with a CSC registration.



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7. Fees. As consideration for the Service, You agree to pay Registry a non-refundable fee of
$1000 per month for each “Selected CSC” and $500 per month for each “Random CSC.” Such fees are
subject to change at any time by Registry, in its sole discretion; provided, however, that the fees
in effect at the time of submission of Your application for a CSC, or at the time of renewal of
Your CSC registration, will remain in effect with respect to such CSC registration for the period
of such initial term or renewal term, as applicable. Except as set forth below, all fees for the
entirety of the term shall be due and payable before assignment or renewal of the CSC. In the event
that you are eligible to participate in a separate monthly billing promotion, the payment of such
fees, and only the terms and conditions surrounding the payment of such fees, shall be subject to
the terms and conditions as outlined in a separate monthly billing promotion addendum entered into
between You and Registry. Participants in the monthly billing promotion remain subject to all other
terms and conditions contained in this Agreement. Registry may take all remedies to collect fees
owed. In the event that You dispute any fee, or take any action to initiate a credit card
chargeback for any of the fees described above, such action may result in Your sublicense of a CSC
being suspended until such time as the dispute is resolved, at which time, depending on the outcome
of the dispute, the sublicense of the CSC may be reinstated or cancelled, whichever applicable. In
addition to the foregoing fees, You are responsible for all taxes associated with such fees.



8. Ownership. You acknowledge that all right, title and interest in and to the database of
CSCs, each of the CSCs themselves, the underlying technology used in connection with the Service,
the CSC directory, and all software, material, information, communications, text, graphics, links,
electronic art, animations, audio, video, photos, and other data (collectively, the “Intellectual
Property”) available within the Service are the exclusive property of either the Registry or, in
some instances, of licensors and/or third-party providers from whom Registry has obtained a license
to use their Intellectual Property. You acknowledge that although you have a sublicense to use CSCs
for the duration of the term, you have no proprietary ownership interest in the CSCs. You agree
that You will not take any action that would cause You to acquire any trademark, trade name or
trade dress rights in the CSC. You acknowledge and agree that the registration of a CSC



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does not confer immunity from objection to either the registration or use of the CSC by a
third party. Neither Registry, nor CTIA, nor any Participating Carrier is responsible in any way
for any conflict or dispute with or any actual or threatened claim against You relating to a CSC,
including without limitation a claim that any use of a CSC interferes with or infringes a
registered or unregistered trademark, trade name, service mark or rights relating to a name or
other identifying indicium of a third party or any other intellectual property rights or
proprietary rights (including without limitation rights of publicity) of a third party or relating
to the defamation or interference with the right of privacy of any third party. Except as expressly
authorized by Registry or as may be posted on the Service, You may not copy, reproduce, publish,
distribute, modify, create derivative works of, rent, lease, sell, transfer, display, transmit,
compile or collect in a database, or in any manner commercially exploit any part of the
Intellectual Property or the Service, in whole or in part. You may not store any significant
portion of any Intellectual Property or the Service owned by, or licensed to Registry in any form,
whether archival files, computer-readable files, or any other medium. You also may not “mirror” any
Intellectual Property or the Service on any other server.



9. Links. Some links on Registry’s Web site lead to sites posted by independent site owners.
Because Registry does not have control over these sites, it is not responsible for such sites’
accessibility via the Internet. Registry does not endorse products, services, or information
provided by such sites. As such, Registry shall not be responsible or liable, directly or
indirectly, for any damage or loss caused or alleged to be caused by or in connection with, use or
reliance on any content, goods or services available on or through any other site. Further, the
inclusion of these links does not imply that the other sites have given permission for inclusion of
these links, or that there is any relationship between Registry and the linked sites.



10. Trademark Notice. CTIA®, CTIA logos, NeuStar®, NeuStar logos, their taglines and the look,
feel and trade dress of the Service are the exclusive trademarks, service marks, trade dress and
logos of CTIA — The Wireless Association® and NeuStar, Inc. respectively. All other trademarks,
service marks, trade dress, and logos used on the Service are the trademarks, service marks, trade
dress, and logos of their respective owners.



11. Designated Agent. The Digital Millennium Copyright Act, signed into law on



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October 28, 1998, amended the copyright law to provide limitations for service provider
liability relating to material online. In compliance with such Act, Registry has a Designated Agent
to receive notice of alleged copyright infringements contained on the Service. All inquiries into
alleged copyright infringement on the Service should be sent to Registry, c/o Jeffrey J. Neuman,
Senior Director, Law & Advanced Services, 46000 Center Oak Plaza, Building Ten, Sterling, VA 20166.



12. Local Laws; Export Control. Registry controls and operates the Service from its
headquarters in the United States and makes no representation that the Service is appropriate or
available for use in other locations. If You use the Service from other locations, You are
responsible for compliance with applicable local laws, including, but not limited to, export and
import regulations of other countries. Unless otherwise explicitly stated, all marketing or
promotional materials found on the Service are solely directed to individuals, companies, or other
entities located in the United States.



13. Disclaimer of Warranty, Limitation of Liability. YOU AGREE THAT YOUR ACCESS TO AND USE OF
THE SERVICE AND A CSC ARE AT YOUR OWN RISK. NEITHER REGISTRY, CTIA, NOR EACH OF THEIR RESPECTIVE
PARENTS, SUBSIDIARIES, SHAREHOLDERS, MEMBERS, OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES,
SUBCONTRACTORS OR AGENTS WARRANT THAT THE SERVICE OR A CSC WILL BE UNINTERRUPTED OR ERROR-FREE; NOR
DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE OR A
CSC OR AS TO THE ACCURACY, RELIABILITY, OR CONTENT WITHIN THE SERVICE. THE SERVICE IS PROVIDED ON
AN “AS IS, “AS AVAILABLE” BASIS WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS
OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE AND NON-INFRINGEMENT. TESTING AND APPROVAL OF A CSC APPLICATION DOES NOT ENSURE
THAT IT WILL RUN WITHOUT ERROR OR THAT IT WILL NOT OTHERWISE CAUSE HARM TO YOU, YOUR CUSTOMERS OR
END USERS OR PARTICIPATING CARRIERS. IN NO EVENT WILL REGISTRY, CTIA, NOR EACH OF THEIR RESPECTIVE
PARENTS, SUBSIDIARIES, SHAREHOLDERS, MEMBERS, OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES,
SUBCONTRACTORS AND



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AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INCIDENTAL, INDIRECT, SPECIAL OR
CONSEQUENTIAL DAMAGES (EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT YOUR USE OF
OR INABILITY TO ACCESS OR USE THE SERVICE OR A CSC, INCLUDING WITHOUT LIMITATION, LOSS OF REVENUE
OR ANTICIPATED PROFITS, LOSS OF GOODWILL, LOST BUSINESS, LOST DATA, COMPUTER FAILURE OR
MALFUNCTION, OR ANY AND ALL OTHER DAMAGES OR LOSSES THAT RESULT FROM MISTAKES, INACCURATELY ENTERED
DATA, UNAUTHORIZED USE, OMISSIONS, INTERRUPTIONS, ERRORS, DEFECTS, DELAYS IN OPERATION, OR ANY
FAILURE OF PERFORMANCE, WHETHER OR NOT LIMITED TO ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT,
DESTRUCTION OR UNAUTHORIZED ACCESS TO INSTITUTIONS RECORDS, PROGRAMS OR SERVICES. YOU AGREE THAT
THE FOREGOING LIMITATIONS OF LIABILITY REPRESENTS A REASONABLE ALLOCATION OF RISK. IN NO EVENT,
SHALL REGISTRY, CTIA, AND EACH OF THEIR RESPECTIVE PARENTS, SUBSIDIARIES, SHAREHOLDERS, MEMBERS,
OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, SUBCONTRACTORS AND AGENTS BE LIABLE TO YOU FOR ANY
AMOUNT EXCEEDING THE AMOUNT OF FEES PAID BY YOU FOR A CSC REGISTRATION. THIS PROVISION SHALL
SURVIVE TERMINATION OR EXPIRATION OF THIS AGREEMENT.



14. Indemnification. You agree to indemnify, defend and hold harmless Registry, CTIA, and each
of their respective parents, subsidiaries, shareholders, members, officers, directors, employees,
affiliates and agents (each an “Indemnified Party”) from any claim or demand, including reasonable
attorney’s fees, made by any third party due to or arising out of or relating to (a) this Agreement
or the breach of Your warranties, representations and obligations under this Agreement, (b) the
Service, CSC or Your use or nonuse of such Service or CSC, (c) any intellectual property or other
proprietary right (including without limitation right of publicity) or right of privacy of any
person or entity, (d) any content transmitted or received through the CSC, (e) a failure or
inability of any end user to send or receive communications through Your CSC, (f) a violation of
any of our operating rules or policies relating to the service(s) provided, or (g) any information
or data You supplied to Registry, including, without limitation, any misrepresentation in Your
application or the CSC directory, if applicable.



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When an Indemnified Party is threatened with suit or sued by a third party, the Indemnified Party may seek written
assurances from You concerning Your promise to indemnify the Indemnified Party; Your failure to
provide those assurances may be considered by the Indemnified Party to be a material breach of this
Agreement. The Indemnified Party shall have the right to participate in any defense by You of a
third-party claim related to Your use of any CSC or this Service, with counsel of its choice at its
own expense. The Indemnified Party shall reasonably cooperate in the defense at Your request and
expense. You shall have sole responsibility to defend the Indemnified Party against any claim, but
You must receive the Indemnified Party’s prior written consent regarding any related settlement.
The terms of this paragraph will survive any termination or cancellation of this Agreement.



15. Modifications to the Service. Registry reserves the right at any time to modify or
discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice.
You agree that Registry will not be liable to You or to any third party for any modification,
suspension, or discontinuation of the Services.



16. Termination.



a. By You. You may discontinue Your participation in and access to the Service upon at least
thirty (30) days written notice to Registry for any reason or as otherwise provided in this
Agreement. This Agreement will continue to apply to all past use of the Service by You, even if You
are no longer using the Service. You acknowledge and agree that Registry may terminate or block
Your use of all or part of the Service without prior notice for any reason, including, without
limitation, if Registry believes You have engaged in conduct prohibited by this Agreement.



b. By Registry. Registry may terminate this Agreement or any part of the Service or Your CSC
at any time (i) in the event you breach any obligation hereunder, (ii) fail to respond within ten
(10) calendar days to an inquiry from Registry concerning the accuracy or completeness of the
information You submitted in Your CSC application, (iii) if you have violated any other policy of
Registry, (iv) pending a dispute regarding Your registered CSC or to resolve a dispute with a third
party regarding Your registered CSC, (v) if Registry receives a court order or arbitration award
requiring Registry to delete, transfer or modify a CSC; or (vi) if any Participating Carrier
terminates Your use of a CSC for any reason. Registry, in
its sole discretion, will determine whether or not Your conduct is consistent with this
Agreement and any operating rules or policies.



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c. Effect of Termination. Unless otherwise specified in writing by Registry, You will not
receive any refund for payments already made by You as of the date of termination. If termination
of this Agreement is due to Your default hereunder, You shall bear all costs of such termination,
including any reasonable costs Registry incurs in closing Your account. You agree to pay any and
all costs incurred by Registry in enforcing Your compliance with this Section. You agree that upon
termination or discontinuance for any reason, Registry may delete all information related to You on
the Service, if applicable.



17. Arbitration. Any dispute, controversy or claim arising out of or relating to this
Agreement or the breach, termination or validity hereof, shall be finally settled in accordance
with the commercial arbitration rules of the American Arbitration Association (the “AAA”) then
obtaining, by a panel of three arbitrators. Judgment upon the award of the Arbitrators may be
entered by any court of competent jurisdiction over the parties on the subject matter of this
Agreement. Each party shall have the right to appoint one arbitrator from the list of arbitrators
supplied to the parties by the AAA, and the two arbitrators so appointed shall appoint the third.
The place of arbitration shall be the County of Loudoun, VA., U.S.A. The language of the
arbitration shall be in English. The arbitrators shall determine the matters in dispute in
accordance with the internal law of the Commonwealth of Virginia, without reference to the
Convention on Contracts for the International Sale of Goods. Except as precluded by the United
Nations Convention on the Recognition and Enforcements of Foreign Arbitral Awards, the internal
procedural and substantive laws of Virginia and the United States Federal Arbitration Act shall
govern all questions of arbitral procedure, arbitral review, scope of arbitral authority, and
arbitral enforcement. The parties agree that the award of the arbitrators shall be the sole and
exclusive remedy between them regarding any claims, counterclaims, issues or accountings presented
or pled to the arbitrators, that the award shall be made and shall be promptly payable in U.S.
dollars, free of any tax, deduction or offset, and that any costs, fees or taxes instant to
enforcing the award shall, to the maximum extent permitted by law, be charged against the party
resisting such enforcement. No claim may be submitted by a party to arbitration in accordance with
this Section 17 unless notified by the other party within one (1) year of the date on which the
submitting party first knew or should
have known of the existence of the facts indicating the existence of such dispute.



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18. Force Majeure. Neither party shall be deemed in default hereunder, nor shall it hold the
other party responsible for, any cessation, interruption or delay in the performance of its
obligations hereunder due to earthquake, flood, fire, storm, natural disaster, act of God, war,
terrorism, armed conflict, labor strike, lockout, or boycott, provided that the party relying upon
this section (i) shall have given the other party written notice thereof promptly and, in any
event, within five (5) days of discovery thereof and (ii) shall take all steps reasonably necessary
under the circumstances to mitigate the effects of the force majeure event upon which such notice
is based; provided further, that in the event a force majeure event described in this Section
extends for a period in excess of thirty (30) days in the aggregate, Registry may immediately
terminate this Agreement.



19. Governing Law. This Agreement shall be governed by and construed in accordance with the
laws of the Commonwealth of Virginia, without regard to its principles of conflicts of law. Any
such action shall take place in the County of Fairfax in the Commonwealth of Virginia.



20. Changes to this Agreement. Registry reserves the right to modify this Agreement at any
time and from time to time. Any such revision or change will be binding and effective upon sending
notification to You by e-mail or United States mail. If You do not agree with any revision to the
Agreement, You may terminate this Agreement at any time by providing Registry with notice. Your
notice of termination will be effective on receipt and processing by Registry. Any fees paid by You
if You terminate this Agreement are nonrefundable, but You will not incur any additional fees. By
continuing to use the Service after any revision to this Agreement, You agree to abide by and be
bound by any such revisions or changes.



21. Assignment of Agreement. Except as otherwise set forth herein, Your rights under this
Agreement are not assignable or transferable. Any attempt by Your creditors to obtain an interest
in Your rights under this Agreement, whether by attachment, levy, garnishment or otherwise, renders
this Agreement voidable at Registry’s option. This Agreement shall inure to the benefit of and be
binding upon Registry’s successors and assigns.



22. Severability. In the event that any provision of this Agreement shall be



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Amended and Restated Common Short Code License Agreement




unenforceable or invalid under any applicable law or be so held by applicable court decision,
such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a
whole, and, in such event, such provision shall be changed and interpreted so as to best accomplish
the objectives of such provision within the limits of applicable law or applicable court decision.



23. Waiver. No waiver of any provision of this Agreement shall be effective unless it is in
writing and signed by an authorized representative of Registry. The failure of a party, at any time
or from time to time, to require performance of any obligations of the other party hereunder shall
not affect its right to enforce any provision of this Agreement at a subsequent time, and the
waiver of any rights arising out of any breach shall not be construed as a waiver of any rights
arising out of any prior or subsequent breach.



24. Entire Agreement. Except as otherwise set forth in this Agreement, this Agreement
completely and exclusively states the agreement of the parties regarding the subject matter, and
supersedes all prior agreements and understandings, whether written or oral, with respect to the
subject matter of this Agreement.



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Amended and Restated Common Short Code License Agreement




HARD COPY REGISTRANT SUBLICENSE AGREEMENT




     This Common Short Code (“CSC”) Registrant Sublicense Agreement (“Agreement”) dated
          , 200                     (the “Effective Date”) is entered by and between the applicant
listed below on behalf of itself and its affiliates and subsidiaries (collectively, “You”) and
NeuStar, Inc., a Delaware corporation, located at 46000 Center Oak Plaza, Sterling, VA 20166
(“Registry”).
By signing this Agreement, You agree to be bound by this Agreement. If you do not agree with all of
these terms and conditions, You are not authorized to use the service. PLEASE BE ADVISED THAT THE
MERE APPLICATION FOR OR REGISTRATION OF A CSC WITH THE REGISTRY DOES NOT GUARANTEE THAT A
PARTICIPATING CARRIER WILL ACCEPT OR IMPLEMENT THE CSC OR THAT YOU WILL BE ABLE TO USE THE CSC AT
ALL.



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	NeuStar, Inc.	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	(Your Name)	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Signature:

	 	 	 	 	 	Signature:	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Name:

	 	 	 	 	 	Name:	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Title:

	 	 	 	 	 	Title:	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Date:

	 	 	 	 	 	Date:	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Billing Contact	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	
	 	 
 
	 	 	 	 	 	 	Billing Address	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	
	 	 
 
	 	 	 	 	 	 	P.O. /Billing Ref.	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	
	 	 
 
	 	 	 	 	 	 	# (if applicable)	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	
	 	 
 
	 
	 	 	 	 	 	 	 	 	 	 	 	 





1. The Service. Registry administers a method for assignment of CSCs. CSCs are a string of numeric
characters that are interoperable across communication service providers in the United States that
are participating in CSC services (“Participating Carriers”).



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Amended and Restated Common Short Code License Agreement




The Participating Carriers and other
participating members of the wireless telecommunications industry have appointed the CTIA — The
Wireless Association® (formerly Cellular Telecommunications & Internet Association) (“CTIA”) to
serve as their Common Short Code Administrator and CTIA, acting in that capacity, has granted
Registry a license to assign CSCs in the manner described in this Agreement. Registry makes this
Service available to those seeking to sublicense for the term selected, a CSC. CSCs are intended
for use only in the United States. You may review frequently asked questions regarding the Service
by reviewing the CSC FAQs.



2. Registration, Password and Security. To use the Service and license a CSC, an account will be
created for You and Registry shall submit to you a login name and initial password. You will be
able to modify the password at any time. If any information You provide is inaccurate, incomplete
or not current, Registry may suspend or terminate Your account and access to the Service. You may
change such information at any time by logging into Your
account. You are solely
responsible for maintaining the confidentiality of Your login name and password. You must
immediately notify Registry of any unauthorized use of Your login name and You are responsible for
any unauthorized activities, charges and/or liabilities made on or through Your login name until
Registry receives such notification. You may not transfer or lend login names to any other third
party.



3. Privacy. BY AGREEING TO THE TERMS OF THIS AGREEMENT, YOU ACKNOWLEDGE THAT THE PRIVACY
STATEMENT OF THE CSCA AND GENERALLY DESCRIBE THE COLLECTION AND USE OF PERSONAL INFORMATION, DO
NOT APPLY TO INFORMATION SUBMITTED TO REGISTRY UNDER THIS AGREEMENT. In addition, Registry will not
use the data submitted by You in a way incompatible with the purposes of this Agreement. You
represent and warrant that You have provided notice to, and obtained consent from, any third party
individuals whose data You supply to us as part of the Service with regard to: (i) the purposes for
which such third party’s data has been collected, (ii) the intended recipients or categories of
recipients of the third party’s data, (iii) which parts of the third party’s data are obligatory
and which parts, if any, are voluntary; and (iv) how the third party can access and, if necessary,
rectify the data held about them. You further agree to provide such notice and obtain such consent
with regard to any third party data You provide in the future. Neither
Registry nor CTIA are responsible for any consequences resulting from Your failure to provide
notice or receive consent from such individuals nor for Your providing outdated, incomplete or
inaccurate information. In addition to the above, in the event that You elect to participate in the
optional CSC directory service offered by Registry, You hereby consent to the publication of such
information on a directory that may be viewable by members of the general public.



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4. Disclosure of Certain Information. In order for Registry to comply with the rules and policies
for the administration of CSCs (which may be updated from time to time), You consent to the
disclosure by Registry to CTIA or to Participating Carriers, or those acting on behalf of CTIA or
Participating Carriers, through an interactive accessible registration database or otherwise, the
Data. In addition, You acknowledge that the Application identifies those fields and Data that will
be publicly disclosed or made available through the Registry’s website or otherwise. You further
consent to the disclosure of any Data or other information to any governmental agency upon receipt
of lawful process or in compliance with any law, or to protect the rights or property of Registry,
CTIA, Participating Carriers, or any of their customers or users. Further, in the event that You
agree to participate in the optional CSC directory service, and indicate such acceptance in your
CSC application or otherwise, You hereby consent to the publication of such required data in the
CSC directory. You acknowledge and agree that such data may be viewable by members of the general
public.



5. The Application.





a. CSC. In order to apply for a CSC through the Service, You must complete the Registry’s
application form, attached hereto as Exhibit 1, for each CSC that You would like to
register and pay the requisite fees set forth in Section 8 below. For each application, the
person/entity listed in the “Content Provider details” must be the actual Content Provider (as
defined above). Once You have submitted a completed application, Registry will send an email
confirming it has received Your application. You must retain the confirmation e-mail for each
application You submit. You also may review detailed instructions to complete and submit an
application by reviewing Registry’s INSTRUCTIONS. You agree to: (1) provide certain true,
current, complete and accurate information during the application process; and (2) maintain and
update such information according to Registry’s modification procedures as needed to keep it
current, complete and accurate.



b. Types of CSCs. All applications for CSCs are accepted by Registry on a first-come, first-served
basis. Unless You specify a specific CSC in Your application, once Your application is deemed to be
complete by the Registry, You will be
assigned a CSC on a random basis from the pool of available CSCs (a “Random CSC”). A “Selected CSC”
shall mean any CSC that You specifically request from Registry. Selected CSCs shall also be
assigned on a first-come, first-served basis from the pool of available CSCs.



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Registry makes no
representation that any specific CSC will be available upon request. You acknowledge and agree that
submission of a CSC application or otherwise meeting the eligibility requirements for registration
does not guarantee that Your application will be approved, that You will ultimately be the
sublicensee of a particular CSC, or that any Participating Carrier will accept, implement or
maintain a sublicensed CSC.



c. Right of Refusal. Registry reserves the right, in its sole discretion, to refuse to register any
Random or Selected CSC, YOU AGREE THAT ANY AND ALL REGISTRATION FEES PAID TO REGISTRY SHALL NOT BE
REFUNDABLE. You agree that neither Registry nor CTIA shall be liable for any losses or damages that
may result from a refusal to register any CSC. You acknowledge and agree that neither Registry nor
CTIA shall be liable to You or any other party in connection with claims, damages, losses, expenses
or costs incurred or suffered by You as a result of actions taken or not taken by Participating
Carriers.



d. Term of CSCs. All CSCs, whether Selected or Random, shall be available for terms of three (3),
six (6) and twelve (12) months and may be renewed by You for additional three (3), six (6) and
twelve (12) month periods.



e. Activating Your CSC. REGISTERING A CSC IN NO WAY GUARANTEES YOU THE RIGHT TO SEND OR RECEIVE
COMMUNICATIONS USING YOUR CSC OR THE RIGHT TO USE THE CSC IN ANY OTHER MANNER. IN ORDER TO ACTIVATE
YOUR CSC, YOU MUST OBTAIN APPROVAL FROM EACH INDIVIDUAL PARTICIPATING CARRIER IN WHICH YOU WOULD
LIKE TO TRANSMIT CONTENT. THE TERMS AND CONDITIONS OF ALL SUCH ARRANGEMENTS WITH INDIVIDUAL
PARTICIPATING CARRIERS ARE AT THE SOLE DISCRETION OF THAT PARTICIPATING CARRIER AND SHALL NOT IN
ANY WAY INVOLVE REGISTRY. IN ADDITION, INITIAL APPROVAL OF REGISTRATION OF A CSC IN NO WAY
GUARANTEES THAT YOU WILL BE ABLE TO RETAIN SUCH CSC PAST THE CURRENT TERM OF YOUR REGISTRATION.



f. Expiration Grace Period. In the event that Your CSC expires, and has not been renewed in
accordance with this Agreement, You may be given an additional thirty (30) day grace period, at the
sole discretion of the Registry, in which to re-register such CSC. In the event you do not
re-register such CSC within that period, this
Agreement shall be terminated, and the CSC may be made available to the general public after an
appropriate aging period.



g. Opt-in/Opt-Out of CSC Programs.



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Amended and Restated Common Short Code License Agreement




In addition to the prohibitions of the transmission of
unsolicited messages elsewhere in this Agreement, each individual program or application
administered to an end user through a CSC must be offered on an “opt-in basis.” This may be
achieved through the submission of an MO message to the program or registering to receive messages
through a website operated by the Registrant. In addition, each Registrant must also offer a
convenient, easy-to-use and conspicuous method for an end user to opt-out any individual program or
application administered through a CSC.



h. No Assignment or Transfer of the CSC. You may not transfer or assign Your sublicense to any CSC
or any of Your rights or obligations under this Agreement. Notwithstanding the foregoing, You may
assign Your sublicense to a CSC in connection with the sale of all or substantially all of Your
assets to a third party successor in interest.



i. Representations. You agree that You may access and use the Service for lawful purposes only and
that You are solely responsible for the knowledge and adherence to this Agreement, any and all
laws, statutes, rules and regulations pertaining to Your use of the Service and a CSC, including
without limitation laws related to intellectual property, defamation, publicity and privacy. You
represent that (I) You intend to use and will use each sublicensed CSC for the purpose set forth in
Your application and not for the purpose of blocking another party from using a CSC, (ii) neither
Your registration nor use of the any sublicensed CSC nor the manner in which You intend to use such
CSC will directly or indirectly infringe or violate the legal rights of a third party, and
(iii) You have all requisite power and due authority to execute this Agreement and to perform Your
obligations hereunder. You agree that You will not (i) use a CSC in violation of this Agreement;
(ii) use a CSC to commit a criminal offense or to encourage conduct that would constitute a
criminal offense or give rise to a civil liability, or otherwise violate any local, state, Federal
or international law or regulation; (iii) use a CSC to upload or otherwise transmit any content
that You do not have a right to transmit under any law or contractual or fiduciary duty; (iv)
interfere or infringe with any trademark or proprietary rights of any other party; (v) interfere
with the ability of other users to access or use the Service; (vi) claim a relationship with or to
speak for any individual, business, association, institution or other organization for which You
are not authorized to claim such a relationship; (vii) interfere with or disrupt the Service or
servers or networks connected to the
Service, or disobey any requirements, procedures, policies or regulations of networks connected to
the Service; or (viii) reproduce, duplicate, copy, use, distribute, sell, resell or otherwise
exploit for any commercial purposes any portion of the Service.



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j. BY REGISTERING A CSC, YOU HEREBY ACKNOWLEDGE THAT YOUR USE OF SUCH CSC IS AND SHALL REMAIN IN
COMPLIANCE WITH THE ABOVE, AS SUCH, YOUR CSC MAY BE SUBJECT TO FUTURE CANCELLATION, DELETION AND/OR
REMOVAL IN THE EVENT THAT YOUR USE OF THE CSC IS DETERMINED TO BE IN VIOLATION OF THIS AGREEMENT.



k. CSC Opt-in Directory. Registry may elect to offer a CSC directory, that provides members
of the general public with certain information about Your CSC and any programs or campaigns offered
through the CSC. Participation in the CSC directory service is optional. You shall have the right
to edit, modify or delete any of Your content displayed within the CSC Directory upon request to
the Registry. You shall also have the right to opt-out or remove any of Your content within the CSC
Directory. You understand that You, and not Registry, are entirely responsible for all content
contained within the CSC directory. Registry does not control the content posted via the CSC
directory and, as such, does not guarantee the accuracy, integrity or quality of such information.
Under no circumstances shall Registry be liable in any way for any content, including, but not
limited to, any errors or omissions in any content, or any loss or damage or any kind incurred as a
result of the use of any content posted in the CSC directory. You acknowledge that Registry may or
may not pre-screen content contained within the CSC directory, but that Registry and its designees
shall have the right (but not the obligation) in their sole discretion to pre-screen, refuse, edit
or move any such content that is available through the CSC directory service. Without limiting the
foregoing, Registry shall have the right to remove or edit any content that violates this
Agreement. With respect to any content you submit or make available for inclusion in the CSC
directory, You provide Registry with a worldwide, royalty-free and non-exclusive license to use,
distribute, reproduce, modify, adapt and publicly display such content in the CSC directory during
the term of Your participating in the CSC directory service.



6. Registry Reservation. Registry reserves the right, but does not assume the obligation, to
strictly enforce this Agreement by, without limitation, issuing warnings, suspending or terminating
Service prior to actively investigating violations and prosecuting them in any court or appropriate
venue. Registry may
access, use and disclose transaction information about Your use of the Service, to the extent
permitted by law, in order to comply with the law (e.g., a lawful



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subpoena); to enforce or apply
this Agreement; to initiate, render, bill, and collect for the Services; to protect its rights or
property; or to protect users of the Services from fraudulent, abusive, or unlawful use of, the
Service. INDIRECT OR ATTEMPTED VIOLATIONS OF THIS POLICY OR ANY RELATED POLICY, GUIDELINE OR
AGREEMENT, AND ACTUAL OR ATTEMPTED VIOLATIONS BY A THIRD PARTY ON YOUR BEHALF SHALL BE CONSIDERED
VIOLATIONS OF THIS POLICY BY YOU. In addition, Registry reserves the right to deny, cancel,
transfer or otherwise make unavailable any CSC that it deems necessary, in its sole discretion,
(1) to protect the integrity and stability of the Service; (2) to comply with any applicable laws,
government rules, policies or requirements, requests of law enforcement, in compliance with any
dispute resolution process; (3) to avoid any liability, civil or criminal, on the part of Registry,
as well as its affiliates, subsidiaries, officers, directors, representatives, employees, and
stockholders; (4) for violations of any agreement between Registry and any third party related to
the Service; (5) to correct mistakes made by Registry, in connection with a CSC registration.



7. Fees. As consideration for the Service, You agree to pay Registry a non-refundable fee of $1000
per month for each “Selected CSC” and $500 per month for each “Random CSC.” Such fees are subject
to change at any time by Registry, in its sole discretion; provided, however, that the fees in
effect at the time of submission of Your application for a CSC, or at the time of renewal of Your
CSC registration, will remain in effect with respect to such CSC registration for the period of
such initial term or renewal term, as applicable. All fees for the entirety of the term shall be
due and payable before assignment or renewal of the CSC. Registry may take all remedies to collect
fees owed. In the event that You dispute any fee, or take any action to initiate a credit card
chargeback for any of the fees described above, such action may result in Your sublicense of a CSC
being suspended until such time as the dispute is resolved, at which time, depending on the outcome
of the dispute, the sublicense of the CSC may be reinstated or cancelled, whichever applicable. In
addition to the foregoing fees, You are responsible for all taxes associated with such fees.



8. Ownership. You acknowledge that all right, title and interest in and to the database of CSCs,
each of the CSCs themselves, the underlying technology used in connection with the Service, the CSC
directory, and all software, material, information, communications, text, graphics, links,
electronic art, animations,
audio, video, photos, and other data (collectively, the “Intellectual Property”) available within
the Service are the exclusive property of either the Registry or, in



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some instances, of licensors
and/or third-party providers from whom Registry has obtained a license to use their Intellectual
Property. You acknowledge that although you have a sublicense to use CSCs for the duration of the
term, you have no proprietary ownership interest in the CSCs. You agree that You will not take any
action that would cause You to acquire any trademark, trade name or trade dress rights in the CSC.
You acknowledge and agree that the registration of a CSC does not confer immunity from objection to
either the registration or use of the CSC by a third party. Neither Registry, nor CTIA, nor any
Participating Carrier is responsible in any way for any conflict or dispute with or any actual or
threatened claim against You relating to a CSC, including without limitation a claim that any use
of a CSC interferes with or infringes a registered or unregistered trademark, trade name, service
mark or rights relating to a name or other identifying indicium of a third party or any other
intellectual property rights or proprietary rights (including without limitation rights of
publicity) of a third party or relating to the defamation or interference with the right of privacy
of any third party. Except as expressly authorized by Registry or as may be posted on the Service,
You may not copy, reproduce, publish, distribute, modify, create derivative works of, rent, lease,
sell, transfer, display, transmit, compile or collect in a database, or in any manner commercially
exploit any part of the Intellectual Property or the Service, in whole or in part. You may not
store any significant portion of any Intellectual Property or the Service owned by, or licensed to
Registry in any form, whether archival files, computer-readable files, or any other medium. You
also may not “mirror” any Intellectual Property or the Service on any other server.



9. Links. Some links on Registry’s Web site lead to sites posted by independent site owners.
Because Registry does not have control over these sites, it is not responsible for such sites’
accessibility via the Internet. Registry does not endorse products, services, or information
provided by such sites. As such, Registry shall not be responsible or liable, directly or
indirectly, for any damage or loss caused or alleged to be caused by or in connection with, use or
reliance on any content, goods or services available on or through any other site. Further, the
inclusion of these links does not imply that the other sites have given permission for inclusion of
these links, or that there is any relationship between Registry and the linked sites.



10. Trademark Notice. CTIA®, CTIA logos, NeuStar®, NeuStar logos, their taglines and the look, feel
and trade dress of the Service are the exclusive
trademarks, service marks, trade dress and logos of CTIA — The Wireless Association® and NeuStar,
Inc. respectively. All other trademarks, service marks, trade dress, and logos used on the Service
are the trademarks, service marks, trade dress, and logos of their respective owners.



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11. Designated Agent. The Digital Millennium Copyright Act, signed into law on October 28, 1998,
amended the copyright law to provide limitations for service provider liability relating to
material online. In compliance with such Act, Registry has a Designated Agent to receive notice of
alleged copyright infringements contained on the Service. All inquiries into alleged copyright
infringement on the Service should be sent to Registry, c/o Jeffrey J. Neuman, Director of Law and
Policy, 46000 Center Oak Plaza, Building Ten, Sterling, VA 20166.



12. Local Laws; Export Control. Registry controls and operates the Service from its headquarters in
the United States and makes no representation that the Service is appropriate or available for use
in other locations. If You use the Service from other locations, You are responsible for compliance
with applicable local laws, including, but not limited to, export and import regulations of other
countries. Unless otherwise explicitly stated, all marketing or promotional materials found on the
Service are solely directed to individuals, companies, or other entities located in the United
States.



13. Disclaimer of Warranty, Limitation of Liability. YOU AGREE THAT YOUR ACCESS TO AND USE OF THE
SERVICE AND A CSC ARE AT YOUR OWN RISK. NEITHER REGISTRY, CTIA, NOR EACH OF THEIR RESPECTIVE
PARENTS, SUBSIDIARIES, SHAREHOLDERS, MEMBERS, OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES,
SUBCONTRACTORS OR AGENTS WARRANT THAT THE SERVICE OR A CSC WILL BE UNINTERRUPTED OR ERROR-FREE; NOR
DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE OR A
CSC OR AS TO THE ACCURACY, RELIABILITY, OR CONTENT WITHIN THE SERVICE. THE SERVICE IS PROVIDED ON
AN “AS IS, “AS AVAILABLE” BASIS WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS
OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE AND NON-INFRINGEMENT. TESTING AND APPROVAL OF A CSC APPLICATION DOES NOT ENSURE
THAT IT WILL RUN WITHOUT ERROR OR THAT IT WILL NOT OTHERWISE CAUSE HARM TO YOU, YOUR CUSTOMERS OR
END USERS OR PARTICIPATING CARRIERS. IN
NO EVENT WILL REGISTRY, CTIA, NOR EACH OF THEIR RESPECTIVE PARENTS, SUBSIDIARIES, SHAREHOLDERS,
MEMBERS, OFFICERS,



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DIRECTORS, EMPLOYEES, AFFILIATES, SUBCONTRACTORS AND AGENTS BE LIABLE TO YOU OR
ANY THIRD PARTY FOR ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES (EVEN IF ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT YOUR USE OF OR INABILITY TO ACCESS OR USE THE SERVICE
OR A CSC, INCLUDING WITHOUT LIMITATION, LOSS OF REVENUE OR ANTICIPATED PROFITS, LOSS OF GOODWILL,
LOST BUSINESS, LOST DATA, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER DAMAGES OR LOSSES
THAT RESULT FROM MISTAKES, INACCURATELY ENTERED DATA, UNAUTHORIZED USE, OMISSIONS, INTERRUPTIONS,
ERRORS, DEFECTS, DELAYS IN OPERATION, OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT LIMITED TO ACTS
OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO INSTITUTIONS RECORDS,
PROGRAMS OR SERVICES. YOU AGREE THAT THE FOREGOING LIMITATIONS OF LIABILITY REPRESENTS A REASONABLE
ALLOCATION OF
RISK. IN NO EVENT, SHALL REGISTRY, CTIA, AND EACH OF THEIR RESPECTIVE PARENTS, SUBSIDIARIES,
SHAREHOLDERS, MEMBERS, OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, SUBCONTRACTORS AND AGENTS BE
LIABLE TO YOU FOR ANY AMOUNT EXCEEDING THE AMOUNT OF FEES PAID BY YOU FOR A CSC REGISTRATION. THIS
PROVISION SHALL SURVIVE TERMINATION OR EXPIRATION OF THIS AGREEMENT.



14. Indemnification. You agree to indemnify, defend and hold harmless Registry, CTIA, and each of
their respective parents, subsidiaries, shareholders, members, officers, directors, employees,
affiliates and agents (each an “Indemnified Party”) from any claim or demand, including reasonable
attorney’s fees, made by any third party due to or arising out of or relating to (a) this Agreement
or the breach of Your warranties, representations and obligations under this Agreement, (b) the
Service, CSC or Your use or nonuse of such Service or CSC, (c) any intellectual property or other
proprietary right (including without limitation right of publicity) or right of privacy of any
person or entity, (d) any content transmitted or received through the CSC, (e) a failure or
inability of any end user to send or receive communications through Your CSC, (f) a violation of
any of our operating rules or policies relating to the service(s) provided, or (g) any information
or data You
supplied to Registry, including, without limitation, any misrepresentation in Your application or
the CSC directory, if applicable.



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When an Indemnified Party is threatened with suit or sued by a
third party, the Indemnified Party may seek written assurances from You concerning Your promise to
indemnify the Indemnified Party; Your failure to provide those assurances may be considered by the
Indemnified Party to be a material breach of this Agreement. The Indemnified Party shall have the
right to participate in any defense by You of a third-party claim related to Your use of any CSC or
this Service, with counsel of its choice at its own expense. The Indemnified Party shall reasonably
cooperate in the defense at Your request and expense. You shall have sole responsibility to defend
the Indemnified Party against any claim, but You must receive the Indemnified Party’s prior written
consent regarding any related settlement. The terms of this paragraph will survive any termination
or cancellation of this Agreement.



15. Modifications to the Service. Registry reserves the right at any time to modify or discontinue,
temporarily or permanently, the Service (or any part thereof) with or without notice. You agree
that Registry will not be liable to You or to any third party for any modification, suspension, or
discontinuation of the Services.



16. Termination.




a. By You. You may discontinue Your participation in and access to the Service upon at least thirty
(30) days written notice to Registry for any reason or as otherwise provided in this Agreement.
This Agreement will continue to apply to all past use of the Service by You, even if You are no
longer using the Service. You acknowledge and agree that Registry may terminate or block Your use
of all or part of the Service without prior notice for any reason, including, without limitation,
if Registry believes You have engaged in conduct prohibited by this Agreement.



b. By Registry. Registry may terminate this Agreement or any part of the Service or Your CSC at any
time (i) in the event you breach any obligation hereunder, (ii) fail to respond within ten (10)
calendar days to an inquiry from Registry concerning the accuracy or completeness of the
information You submitted in Your CSC application, (iii) if you have violated any other policy of
Registry, (iv) pending a dispute regarding Your registered CSC or to resolve a dispute with a third
party regarding Your registered CSC, (v) if Registry receives a court order or arbitration award
requiring Registry to delete, transfer or modify a CSC; or (vi) if any Participating Carrier
terminates Your use of a CSC for any reason. Registry, in its sole discretion, will determine
whether or not Your conduct is consistent with this Agreement and any operating rules or policies.



c. Effect of Termination. Unless otherwise specified in writing by Registry, You will not receive
any refund for payments already made by You as of the date of termination.



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Amended and Restated Common Short Code License Agreement




If termination of this
Agreement is due to Your default hereunder, You shall bear all costs of such termination, including
any reasonable costs Registry incurs in closing Your account. You agree to pay any and all costs
incurred by Registry in enforcing Your compliance with this Section. You agree that upon
termination or discontinuance for any reason, Registry may delete all information related to You on
the Service, if applicable.



17. Arbitration. Any dispute, controversy or claim arising out of or relating to this Agreement or
the breach, termination or validity hereof, shall be finally settled in accordance with the
commercial arbitration rules of the American Arbitration Association (the “AAA”) then obtaining, by
a panel of three arbitrators. Judgment upon the award of the Arbitrators may be entered by any
court of competent jurisdiction over the parties on the subject matter of this Agreement. Each
party shall have the right to appoint one arbitrator from the list of arbitrators supplied to the
parties by the AAA, and the two arbitrators so appointed shall appoint the third. The place of
arbitration shall be the County of Loudoun, VA., U.S.A. The language of the arbitration shall be in
English. The arbitrators shall determine the matters in dispute in accordance with the internal law
of the Commonwealth of Virginia, without reference to the Convention on Contracts for the
International Sale of Goods. Except as precluded by the United Nations Convention on the
Recognition and Enforcements of Foreign Arbitral Awards, the internal procedural and substantive
laws of Virginia and the United States Federal Arbitration Act shall govern all questions of
arbitral procedure, arbitral review, scope of arbitral authority, and arbitral enforcement. The
parties agree that the award of the arbitrators shall be the sole and exclusive remedy between them
regarding any claims, counterclaims, issues or accountings presented or pled to the arbitrators,
that the award shall be made and shall be promptly payable in U.S. dollars, free of any tax,
deduction or offset, and that any costs, fees or taxes instant to enforcing the award shall, to the
maximum extent permitted by law, be charged against the party resisting such enforcement. No claim
may be submitted by a party to arbitration in accordance with this Section 17 unless notified by
the other party within one (1) year of the date on which the submitting party first knew or should
have known of the existence of the facts indicating the existence of such dispute.



18. Force Majeure. Neither party shall be deemed in default hereunder, nor shall it hold the other
party responsible for, any cessation, interruption or delay in the performance of its obligations
hereunder due to earthquake, flood, fire, storm,
natural disaster, act of God, war, terrorism, armed conflict, labor strike, lockout, or boycott,
provided that the party relying upon this section (i) shall have
given the




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and has been filed separately with the Securities and Exchange Commission pursuant to a
Confidential Treatment Application filed with the Commission.




Amended and Restated Common Short Code License Agreement



other party written notice thereof promptly and, in any event, within five (5) days of
discovery thereof and (ii) shall take all steps reasonably necessary under the circumstances to
mitigate the effects of the force majeure event upon which such notice is based; provided further,
that in the event a force majeure event described in this Section extends for a period in excess of
thirty (30) days in the aggregate, Registry may immediately terminate this Agreement.



19. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of
the Commonwealth of Virginia, without regard to its principles of conflicts of law. Any such action
shall take place in the County of Fairfax in the Commonwealth of Virginia.



20. Changes to this Agreement. Registry reserves the right to modify this Agreement at any time and
from time to time. Any such revision or change will be binding and effective upon sending
notification to You by e-mail or United States mail. If You do not agree with any revision to the
Agreement, You may terminate this Agreement at any time by providing Registry with notice. Your
notice of termination will be effective on receipt and processing by Registry. Any fees paid by You
if You terminate this Agreement are nonrefundable, but You will not incur any additional fees. By
continuing to use the Service after any revision to this Agreement, You agree to abide by and be
bound by any such revisions or changes.



21. Assignment of Agreement. Except as otherwise set forth herein, Your rights under this Agreement
are not assignable or transferable. Any attempt by Your creditors to obtain an interest in Your
rights under this Agreement, whether by attachment, levy, garnishment or otherwise, renders this
Agreement voidable at Registry’s option. This Agreement shall inure to the benefit of and be
binding upon Registry’s successors and assigns.



22. Severability. In the event that any provision of this Agreement shall be unenforceable or
invalid under any applicable law or be so held by applicable court decision, such unenforceability
or invalidity shall not render this Agreement unenforceable or invalid as a whole, and, in such
event, such provision shall be changed and interpreted so as to best accomplish the objectives of
such provision within the limits of applicable law or applicable court decision.



23. Waiver. No waiver of any provision of this Agreement shall be effective unless it is in writing
and signed by an authorized representative of Registry. The failure of a party, at any time or from
time to time, to require performance of any obligations of the other party hereunder shall not
affect its right to enforce any provision of this Agreement at a subsequent time, and the waiver of
any rights
arising out of any breach shall not be construed as a waiver of any rights arising out of any prior
or subsequent breach.






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and has been filed separately with the Securities and Exchange Commission pursuant to a
Confidential Treatment Application filed with the Commission.




Amended and Restated Common Short Code License Agreement



24. Entire Agreement. This Agreement completely and exclusively state the agreement of the parties
regarding the subject matter, and supersede all prior agreements and understandings, whether
written or oral, with respect to the subject matter of this Agreement.




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and has been filed separately with the Securities and Exchange Commission pursuant to a
Confidential Treatment Application filed with the Commission.




Amended and Restated Common Short Code License Agreement




EXHIBIT C-1 TO THE




COMMON SHORT CODE ADMINISTRATION AGREEMENT




Common Short Codes Registry Fee Schedule



Registrants of CSCs shall pay the following amounts based on the type of CSC registered:




     (a) Random CSC = $500 per month per CSC



     (b) Selected CSC = $1,000 per month per CSC



     (c) Carrier-Reserved code = $0 per month per code


Length of Registrations:  CSCs shall be available for terms of 3, 6 and 12 months.



Minimum Term:    All CSCs shall be registered for a minimum of three (3) months.



Billing:    Registrants are required to pre-pay Registry for the entire term, upon such CSC being
granted by Registry in accordance with the process set forth in Exhibit D, provided that
Registrants that elect and are eligible for monthly billing are required to prepay on a monthly
basis throughout the term.



Registrants will be permitted to use auto-renew and/or monthly billing in accordance with the terms
of the Common Short Code Administration Guidelines in Exhibit D.




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and has been filed separately with the Securities and Exchange Commission pursuant to a
Confidential Treatment Application filed with the Commission.




Amended and Restated Common Short Code License Agreement




EXHIBIT C-2 TO THE




COMMON SHORT CODE ADMINISTRATION AGREEMENT




CSCA Royalties Calculation



For all Registry Fees collected in the 2008 calendar year, CSCA Royalties shall be paid by Registry
to CTIA in the manner set forth in Exhibit C-2 of the Original Agreement.



For all Registry Fees collected after December 31, 2008, CSCA Royalties shall be paid by Registry
to CTIA in the following manner:





	 	•	 	The CSCA Royalty Percentage shall be calculated based on aggregate Registry Fees
collected by Registry through the end of the calendar year.






	 	•	 	For each dollar of Registry Fees collected by Registry during the calendar
year up to $[* * *], the CSCA Royalty Percentage shall be [* * *] percent
([* * *]%) and CTIA will be paid CSCA Royalties equal to that percentage of the
Registry Fees collected by Registry not exceeding $[* * *].
	 
	 	•	 	For each dollar of Registry Fees collected by Registry during the calendar
year in excess of $[* * *], but less than $[* * *], the CSCA Royalty Percentage
shall be [* * *] percent ([* * *]%) and CTIA will be paid CSCA Royalties equal
to that percentage of the Registry Fees collected by Registry in excess of
$[* * *], but not exceeding $[* * *].
	 
	 	•	 	Thereafter, for each dollar of Registry Fees collected by Registry during
the calendar year in excess of $[* * *], the CSCA Royalty Percentage shall be
[* * *] percent ([* * *]%) and CTIA will be




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and has been filed separately with the Securities and Exchange Commission pursuant to a
Confidential Treatment Application filed with the Commission.




Amended and Restated Common Short Code License Agreement





	 	 	 	paid CSCA Royalties equal to that percentage of the Registry Fees collected by
Registry in excess of $[* * *].




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Confidential Treatment Application filed with the Commission.




Amended and Restated Common Short Code License Agreement




EXHIBIT D TO THE




COMMON SHORT CODE ADMINISTRATION AGREEMENT




Assignment Guidelines




Common Short Code

Administration

Guidelines




Version 2.0

June 2, 2008



Table of Contents




1. Common Short Code Service Overview

2. Common Short Code Namespace

3. Common Short Code Users

4. Common Short Code Application Process

5. Registry Database and Public Website Functionality

6. Common Short Code Customer Care




Attachment 1. CSC Functional Roles

Attachment 2. Process Flow for Contributing Reserved Short Code

Attachment 3. CSC Application Form

Attachment 4. CSC Application Process Flow

Attachment 5. Item Lists





	1.	 	Common Short Code Service Overview






Short codes are a string of numeric digits used to address wireless messages. Common Short
Codes (CSC) are short codes that are administered by a single CSC Administrator for a group
of wireless Carriers.




1.1 Wireless Messaging and Short Codes



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and has been filed separately with the Securities and Exchange Commission pursuant to a
Confidential Treatment Application filed with the Commission.




Amended and Restated Common Short Code License Agreement





Wireless messaging allows mobile subscribers to send and receive messages with other
subscribers or with applications. A telephone number will be used when sending a message to
another subscriber. This is commonly referred to as Peer to Peer Messaging. These messages
sent to other subscribers and are like email, and include text such as “I’ll be there in 10
minutes”.




Another form of messaging is application to Peer messaging. Some examples of applications
used in CSC-based wireless messaging are: TV voting/polling, information requests, direct
response marketing promotions, downloading of content, alerts and wireless advertising.
Rather than use telephone numbers to address applications, Carriers allow brands and
enterprises to make use short codes. For example, if a wireless End User wants to request
football scores by using a short code, that End User could create a message with the text
“Football scores” and address it to a short code such as 29876. The application Provider
would then send football scores to the End Users mobile device. Short codes are only used
with application to Peer Messaging; they are not used for Peer to Peer messaging.




1.2 Functional Roles Involved in Short Codes




There are a number of roles involved in enabling and using short code related applications:




     (a) End Users – persons or entities that will utilize short codes for communication
with applications,




     (b) Carriers — provide the network infrastructure for delivery of messages between
the End User and Connection Aggregators or Application Providers. A Carrier may also act
as a Connection Aggregator, Application Provider, or Applicant for CSCs.  In such an
event that Carrier will be bound by the same rules and obligations as any other
Connection Aggregator, Application Provider or Applicant,




     (c) Connection Aggregator — may provide connectivity between Carrier networks and
Application Providers,




     (d) Application Providers — provide the technology platform for a short code service
application, and




     (e) Content Provider – the entity that owns or has the right to content and licenses
such content to the Application Provider for delivery to the End User.




It’s possible for the Application Provider to also be the Content Provider. For example an
Application Provider could provide ring tones as content. It’s also possible for the same
company to be both a Connection Aggregator and an Application Provider. Therefore it’s
possible for the Connection Aggregator, the Application Provider and the Content Provider to
be the same company.




Attachment 1 provides a diagram of the roles involved in short code service delivery.



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and has been filed separately with the Securities and Exchange Commission pursuant to a
Confidential Treatment Application filed with the Commission.




Amended and Restated Common Short Code License Agreement





1.3 Common Short Codes




Short codes were originally Carrier specific with no coordination of codes for inter-Carrier
applications. This limited applications to specific Carriers and required End Users to
recognize the specific short codes used by their Carrier. This type of approach fragmented
the marketing message and limited Content Provider participation.




CSCs are a specific type of short code that are provisioned across multiple Carriers, thus
increasing traffic and reducing user confusion. This provides the Content Provider or
Advertisers maximum reach (now at 97% wireless phones which can support text messaging).
This document addresses CSCs that will be administered by a single CSC Administrator for a
group of participating US wireless Carriers.




The CSC Registry provides and supports the operational functions on behalf of the CSC
Administrator. The Registry maintains a single database of available, reserved, and
registered CSCs through the CSCA website. Some of the Registry’s responsibilities include:
providing day to day support, administering the resource, maintaining the CSC registry
platform, developing and implementing guidelines, facilitating the manual and automated
implementation of CSCs across multiple Carriers, and addressing issues presented by the
administrator, in a timely manner, and in accordance with the Agreement.




In addition to the roles identified in Section 1.2, CSCs require two additional roles:




(a) CSC Administrator – is the entity providing the administration and management
of the CSC Program as defined by the participating Wireless Carriers. CTIA is the US
Common Short Code Administrator.




(b) CSC Registry – is the entity selected by the CSC Administrator to provide the
operational aspects of the Administrator’s functions. NeuStar is the entity selected
by the CSC Administrator to serve as the US Common Short Code Registry.




	2.	 	Common Short Codes Namespace






The Registry operates the CSC service, offering CSCs in the format of five (5) and six (6)
digits. The digits 0 and 1 are not used as the first digit of a CSC to avoid potential
conflicts with existing dialing plans.




The CSCs approved by the Carriers and Administrator for the Registry to operate and manage
are within the following ranges below:




Five (5) digit   20000-99999  =  80,000 potential CSCs



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and has been filed separately with the Securities and Exchange Commission pursuant to a
Confidential Treatment Application filed with the Commission.




Amended and Restated Common Short Code License Agreement





Six (6) digit   200000-999999  =  800,000 potential CSCs




Some codes within the range of potential CSCs are reserved by the Administrator for specific
and/or future business purposes. The ranges set aside for future opportunities are:




Six (6) digit 200000-222221




Six (6) digit 900000-999999




Six (6) digit 260000-269999




Six (6) digit 360000-369999




Six (6) digit 800000-800999




Some codes may be reserved by Carriers and therefore will not be available for assignment as
a CSC. The remaining codes within the defined ranges are eligible for use as CSCs.




Each Carrier retains the right to support traffic, or not support traffic, for a leased CSC.
However a Carrier cannot use a leased CSC for a purpose other than that which it has been
leased during its term.




CSCs are only to be used between mobile devices and applications. A CSC Registrant cannot
lease, sublicense or otherwise transfer a CSC, or the rights to an application within that
CSC, to a third party. Such transfer would violate the Registrant Sublicense Agreement
unless such transfer is in connection with the sale of all or substantially all of the
Registrant’s assets to a third party successor in interest.




2.1 Reserved Short Codes




Reserved Short Codes are short codes within the range of potential CSCs that are reserved
for other purposes and therefore are not available to be used as CSCs. There are no
code-specific charges associated with reserved codes. Although historically there were two
types of reserved codes (grandfathered codes and Carrier-reserved codes), currently all
reserved codes are labeled “Carrier Reserved Codes”. Grandfathered Codes were CSCs that
were initially reserved by one or more Carriers at the time the CSC Registry launched in
October 2003.




Commencing after the launch of the CSC Registry, individual Carriers were, and are still,
able to reserve short codes within the range of CSCs for their own purposes as long as the
code is not already registered. If the code is already registered as a CSC, the Carrier’s
reservation request will be denied. The lessee has the right to renew that same code when
its term is expiring, assuming it has abided by the terms of the Registrant Sub-license
Agreement. Once a Carrier reserves a Carrier-specific code it is removed from the pool of
available CSCs.



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Amended and Restated Common Short Code License Agreement





The Registry will register; 1) the code, 2) the Carrier, and 3) the date it was reserved.
The Registry will only disclose that the code is not available for registration as a CSC.
It will not disclose the Carrier that registered the code.




If a Carrier decides that it is no longer necessary to reserve the Carrier-specific code, it
can call Customer Support to contribute it to the pool of CSCs. This process is depicted in
Attachment 2. The Carrier’s primary point of contact with the Registry will send an email
to the Registry identifying the code(s) contributed and the date of contribution. The
Registry will store a copy of the correspondence in its records.




It is possible that more than one Carrier will have claimed the code as a grandfathered
code. If no other Carrier still has the code reserved as a grandfathered code it will be
placed in the pool of CSCs and will start a 90-day aging period where it cannot be assigned
as a CSC. Carriers will be notified, via email, each time a grandfathered code enters the
90-day aging period. They will not be told which Carrier contributed it. Any Carrier can
reserve the code as a Carrier-specific code during the 90-day aging period.




2.2 Common Short Codes




Common Short Codes (CSCs) are those short codes within the defined range available for
registration as a CSC. CSCs are subject to registrations fees from the Registry. There are
two types of CSCs:




(a) Random CSCs – the Applicant registers a CSC randomly selected by the Registry




(b) Select CSCs – the Applicant selects the CSC that it wants to register




2.2.1 Random CSCs




Applicants can choose to have a CSC randomly assigned to their application by the Registry.
In the event that the Applicant chooses a random CSC, the CSC will not be assigned to the
application until the Registry approves the application and payment is received. A CSC will
be assigned using an algorithm that searches the list of available CSCs.




2.2.2 Select CSCs




Applicants can select a specific CSC for their application. Select CSCs will be assigned on
a first-come first-served basis. Prior to submitting the application, the Applicant can
perform a CSC search to determine the availability of the desired CSC. If the Applicant
requests a CSC that is reserved or already registered the search will indicate that the code
is currently not available. The Applicant can request to be notified when that code becomes
available. The Applicant will have the opportunity to select a different CSC. If the CSC
is available, the Registry will review the application.



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and has been filed separately with the Securities and Exchange Commission pursuant to a
Confidential Treatment Application filed with the Commission.




Amended and Restated Common Short Code License Agreement





Once the Registry receives
the application it will be time stamped with the date and time in the event that there is a
conflict between two Applicants requesting the same CSC. The requested code will be placed
in reserved status until the application is rejected or accepted.




2.2.3 Selection Restrictions on CSCs


Pursuant to the detailed requirements below, Registry, after consulting with CSC
Administrator shall implement methods and procedures to reduce the number of CSCs that may
be assigned on a random basis, to ensure that CSCs that are suitable for “Select/Premium”
purposes are only to be assigned when specifically selected.




“Select/Premium” CSCs are defined as any 5 or 6 digit CSC that the user specifically
requests in the form of a numeric, alpha or alphanumeric 5 or 6 digit string. To ensure a
maximum pool of easy-to-remember numbers for Select/Premium purposes, the Registry reserved
the following combinations for Select/Premium-specific purposes:




	 	(a)	 	any 5 digit CSC that meets any of the following conditions:






	 	i.	 	The CSC contains 4 or more sequential numbers anywhere in the string (i.e.,
81234).
	 
	 	ii.	 	The CSC contains 2 repeating pairs anywhere in the string (i.e., 53753).
	 
	 	iii.	 	The CSC contains 3 or more of the same digit in a row anywhere in the string
(i.e. 32000).






	 	(b)	 	any 6 digit CSC that meets any of the following conditions:






	 	i.	 	The CSC contains 4 or more sequential numbers anywhere in the string (i.e.,
812347).
	 
	 	ii.	 	The CSC contains 2 or more repeating pairs anywhere in the string (i.e.,
537531).
	 
	 	iii.	 	The CSC contains 2 repeating triples in the string (i.e., 254254).
	 
	 	iv.	 	The CSC contains 4 or more of the same digit in a row anywhere in the string
(i.e. 300006).






For the purposes of the above, when determining sequential numbers, the number 0 shall be
considered sequential to 1 not 9. For example, the CSCs 50123 and 501236 will be
considered desirable and therefore restricted from random assignment while the codes 57890
and 578906 will not be restricted from random assignment.




Nothing herein shall prevent the renewal of CSCs that are currently being leased as random
CSCs; provided however, that in the event the CSC is deleted (and not renewed/restored),
the CSC shall be removed from the pool of available random CSCs. In addition, the above
rules shall not prevent any of these codes from becoming a Reserved CSC in the event that
a Participating Carrier decides to reserve such CSC.



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Amended and Restated Common Short Code License Agreement





2.2.4 Search Logic and Advanced Search Logic




	 	(a)	 	Registry shall enable the public pages of the CSCA Website to perform search
functions and advanced search functions for a Select CSC. The website will display the
search results based on the following criteria as set forth below. Registry shall
implement functionality to allow the End User to search which CSCs are available for
registration, including those CSCs that have been restricted from the pool of available
Random CSCs as described in Section 2.2.3.
	 
	 	(b)	 	Registry shall allow the following searches:






	 	i.	 	Easy to Remember Codes. These are CSCs that contain:






	 	A 	 	For 5 digit CSCs:






	 	1	 	4 or more sequential numbers anywhere in the string (i.e., 81234)
	 
	 	2	 	5 reverse sequential numbers anywhere in the string
	 
	 	3	 	2 repeating consecutive pairs anywhere in the string (i.e., 53537).
	 
	 	4	 	3 or more of the same digit in a row at the beginning or end
of the string (i.e. 77775 or 57777).






	 	B 	 	 For 6 digit CSCs:






	 	1	 	6 sequential numbers.
	 
	 	2	 	6 reverse sequential numbers.
	 
	 	3	 	2 or more repeating pairs if the pair appears 3 times (i.e., 535353)
	 
	 	4	 	2 triples in the string where there are 2 sets of sequential
or nonsequtial repeating numbers (i.e., 444666 or 234234)
	 
	 	5	 	5 or 6 consecutive occurrences of the same number (i.e.,
555556 or 555555)






	 	ii.	 	Advanced Search and Tips where users can conduct more specific or advanced
searches where the user can select predefined criteria/patterns including “repeating
pairs” and/or enter ranges if searching for a block of numbers.






	 	(c)	 	All search results shall be displayed similarly to the current search results
displayed to an Applicant requesting to purchase a CSC directly from the search results
page upon user login.






	3.	 	Common Short Code Users






The CSCA website, operated by the Registry, is available to the public for the purposes of
finding general information regarding CSCs. There are three entities that have secure
access to the Registry system and are able to view specific information about specific CSCs.
Those are:



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Amended and Restated Common Short Code License Agreement





(a) Applicants – those that have submitted an application for a CSC, but have not
yet had it approved by the Registry,




(b) Registrants – those that have applied for and been assigned a CSC, and




(c) Carriers – telecommunications service providers that are notified of the CSC
assignment and may decide to implement the CSC in their network




3.1 Applicant Account Set-up




An entity that decides to submit an application for a CSC is first required to set up an
account with the Registry. If the Applicant has already set up an account the Applicant can
go directly to the Existing User Login page and login with their user name and password.




If the Applicant does not have an account, it must first set one up by filling out the
appropriate information at the Account Set-up page. Once the potential Applicant has an
account, the Applicant can then log on to the Registry system and fill out a CSC application
(see Attachment 3). The application is sent to the Registry for review. Once the Applicant
submits an application, the Applicant can review the status of that application through
their secure access to the Registry system.




Applicants have the following permissions:




(a) Modify account information,




(b) Receive alerts related to applications, and




(c) View status with regard to pending applications (e.g., approved or rejected
with comments)




3.2 Registrants




Once the Registry approves the application the selected or random CSC is assigned to the
application. At this point the application is approved and the code is officially leased
for the desired term.




Registrants have the following capabilities:




(a) Modify account information,



(b) Receive alerts related to registered CSCs,




(c) View all of their existing registration records,




(d) View assigned CSC status information such as Carrier expiration date,




(e) View Status of new and renew application,




(f) Submit application renewal request for CSC and view status,




(g) Opt-in or Opt-out any leased CSC for Auto Renew, and




(h) Enter any leased CSC campaigns into the Public Directory



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Amended and Restated Common Short Code License Agreement





3.3 Carriers




The Registry will work directly with representatives from the Carriers to identify a primary
point of contact (“POC”). The Registry will set up an account for the POC, with a User Name
and Password provided by the POC. The POC can modify the Password once he or she logs-on to
the Registry system.




The POC will have the following capabilities:




(i) Modify account information,




(j) Receive all Carrier alerts generated by the Registry,




(k) View applications (excluding payment information such as credit card
numbers),




(l) Submit Carrier status information related to specific CSCs (e.g., Opt-In,
Opt-Out), and




(m) Add other Carrier contacts for the purposes of receiving alerts, viewing
applications, or submitting status information




If there is a need to change the POC, the Registry will work directly with the current POC.




	4.	 	Common Short Code Application Process






Registry users with an active account can submit an application for a CSC. The processes
defined in this section are depicted in Attachment 4.




4.1 Application Submission




Applicants can submit an application by logging on to the Registry system using their User
Name and Password. If they plan on applying for a Select CSC they should first perform a
CSC search to determine if the desired CSC is available for assignment. If the desired CSC
is designated as unavailable, the search results will indicate that the code is currently
not available. The Applicant can request to be notified when that code becomes available.




To fill out an application, the Applicant would go to the Apply for a New CSC page on the
secure website. The Applicant can request up to twenty CSCs on one application form. Since
the Applicant has already set up an account with the Registry, the Applicant information
portion of the application will already be filled out with the Applicant’s specific
information. The Applicant will then fill out the rest of the application. A CSC can be
reserved for three, six, and twelve-month terms.



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and has been filed separately with the Securities and Exchange Commission pursuant to a
Confidential Treatment Application filed with the Commission.




Amended and Restated Common Short Code License Agreement





Once the application is complete, the Applicant will hit the Submit button on the
application. The Registry will receive an alert (all alerts associated with the Registry
are via email) that an application was submitted and the application will be placed in the
Registry’s work item list. (A work item list is the first page a user views after the user
logs on to the Registry system; see Attachment 5.) If the application is properly
submitted, the Applicant will receive an alert from the Registry that the application was
received and will be reviewed.




4.2 Registry Review




The Registry will review the application for completeness and for whether information on the
application is erroneous on its face. If the application is not complete or found to be in
error, it will be rejected with an explanation. The Applicant will receive an alert from
the Registry that the application was rejected. The Applicant can then log-on to the
Registry system for the next fourteen (14) calendar days to review the Registry’s
explanation for why it was rejected, make corrections, and resubmit the application. The
rejected application will be on the Applicant’s work item list. If the Applicant had
selected a specific CSC, that CSC will remain reserved during the fourteen (14) days period.




Once the Registry approves an application, a CSC will be assigned. If the Applicant
requested a random CSC, the Registry system will use a random selection algorithm to assign
a CSC to the application once payment is received. If the Applicant chooses a Selected CSC,
that CSC will be assigned to the application. Upon approval, the Applicant/Registrant and
the Carriers will receive an email alert from the Registry that the application was
approved. The Applicant/Registrant can then log-on to the Registry system and view the
approved application.




Once the application is approved, the information included in the application will then
become part of a CSC registration record. This will serve as the form that will be viewed
by the Registrant, Registry, and Carriers on an ongoing basis.




All of the Carriers will receive an email alert that a CSC has been assigned and a
registration record is available to be reviewed.




The Carriers can log-on to the Registry system to review the registration records. These
registration records will appear in their work item list. If the Carrier has any questions
about the registration, it can contact either the Registry or the Registrant by phone or
email.




4.3 CSC Addressing File




The CSC addressing file is generated from the registration records in the Registry’s master
CSC address database. It is an ASCII text file containing the mapping information for CSCs and their respective Application Providers.



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and has been filed separately with the Securities and Exchange Commission pursuant to a
Confidential Treatment Application filed with the Commission.




Amended and Restated Common Short Code License Agreement





The Registry updates the file every
Friday and makes it available for download from the secure website. Carriers can use the
file to create or verify their own CSC addressing tables.




Each line in the CSC addressing file constitutes one CSC-to-Application-Provider mapping
record with fields delimited by a comma (“,”). The format of the record is defined as
follows:




<CSC>,<Application Provider>,<Expiration Date>,<Program Start Date>,
<Program End Date>




where <CSC> is a common short code, <Application Provider> is the identity
string of the Application Provider whose application is addressed by the CSC, <Expiration
Date> is the expiration date of the CSC, <Program Start Date> is the date when the
content program of the CSC starts, and <Program End Date> is the date when the content
program of the CSC terminates.




The date format is “MM/DD/YYYY”, where MM is the two digits for a month, DD is the two
digits for a date, and “YYYY” is the four digits for the year. They are separated by the
forward slash (“/”). This format applies to the three date fields in a record. For single
digit month or date, the left digit is default to zero (“0”).




4.4 Carrier Implementation Status




Each participating Carrier will be able to register its status with regard to whether it
plans to Opt-In Or Opt-Out of the program associated with the specific CSC. The default
condition will be no reply. This status information will not be disclosed, in any way, to
other Carriers or Applicants.




4.5 CSC Expiration




Before a CSC’s term expires, the Registrant and the Carriers will receive alerts notifying
them of the expiration date. The alerts will be sent 60 days (for a twelve-month CSC), 30
days, 15 days, 5 days, and 1 day prior to the expiration date. When the term expires, the
Registrants and Carriers will receive an alert notifying them that the CSC has expired and
it is no longer assigned to the Registrant.




Once a CSC expires, it is given a sixty-day aging period where it will not be available for
re-assignment, however it will be available for renewal. The aging period also serves as a
grace period where the past Registrant can renew the registration. Once the aging period
expires, the CSC will be placed in the pool of available CSCs so any Applicant may lease it.



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and has been filed separately with the Securities and Exchange Commission pursuant to a
Confidential Treatment Application filed with the Commission.




Amended and Restated Common Short Code License Agreement





	5.	 	Registry Database and Public Website Functionality






5.1 Registry Database and Method of Payment Functionality




As part of, and in addition to, the search, selection and registration of Random and
Selected 5 and 6-Digit CSCs by members of the public, the Registry will support the
following functionality:




(a) Credit Card Payment: Registry shall update the Registry Database to allow CSC
Registrants to pay for their CSC leases via Visa, MasterCard and American Express
credit cards.




(b) Billing Contacts: Registry shall allow CSC Registrants to add additional
billing contacts for each CSC.




(c) Renewal Terms: Registry shall ensure that all renewal terms for CSCs shall
correspond to the expiration of the previous term, rather than the date of payment
for such renewal.




(d) Reminders: Registry shall provide e-mail reminder notices to Applicants for
CSCs that have been registered or renewed, but are unpaid.




(e) Deactivations: Registry shall ensure that Carriers are provided with a weekly
deactivation report in the event that CSCs are not renewed and paid within 30 days
after expiration of the CSC. The Carriers, in turn, are using these reports to
deactivate those CSCs on their network. The designated POC at the Aggregator
receives a weekly expiration report showing all expired applications (in Aging), for
which that Aggregator is the designated Aggregator.




(f) Carrier Opt In: Carriers shall have the ability to Opt-In or Opt-Out of all
types of Registry notices




(g) Content Rating: Registry shall provide CSC Applicants with the ability to add
a basic content rating (i.e., Over/Under 18 years of age).




(h) Copy Function: Registrants shall have the ability to copy information about a
particular CSC from one application or registration into an application for an
additional CSC.




(i) Dropdown Functionality: In the CSC Application, Registrants will have the
ability to select a particular Content Aggregator from a drop-down list.




(j) International Characters: Registry shall update the CSC application fields to
allow for the use of Internationalized characters.




(k) Monthly Billing: The monthly billing feature shall only be available to
Registrants who have leased a new code, or renew a currently registered CSC for a
period of twelve (12) months. Each participating Registrant must agree to the
following terms and conditions, which shall be attached as an amendment to the “Hard
Copy” Registrant Sublicense Agreement:



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and has been filed separately with the Securities and Exchange Commission pursuant to a
Confidential Treatment Application filed with the Commission.




Amended and Restated Common Short Code License Agreement





	 	i.	 	Registrant must be the CSC Applicant for a minimum of twenty-five
(25) CSCs and must exercise this monthly billing feature for a minimum of five
(5) CSCs. Such CSCs can be new CSCs or may be renewal of existing CSCs under
this program provided that it maintains a minimum of five (5) active CSCs in this
program and a total of twenty-five (25) CSCs. These minimum numbers may be
changed by mutual agreement of the CTIA and Registry.
	 
	 	ii.	 	All monthly billing payments must be paid by credit or debit card –
no exceptions.
	 
	 	iii.	 	All payments are made monthly in advance.
	 
	 	iv.	 	In the event that there are insufficient funds or the card is
refused, the customer will be notified and will have 72 hours to provide a
replacement card number; if this occurs more than once, Registry reserves the
right to cancel the customer’s eligibility in the program immediately.
	 
	 	v.	 	If the customer defaults on credit/debit card payments, and payment
to Registry is refused by the applicable financial institutions, Registry, on
behalf of the CSC Administrator, shall have the right to immediately terminate
Registrant from this program. Upon such termination, payments of all amounts
owed to Registry shall be accelerated and become immediately due and payable to
Registry.






(l) Auto Renew: The Auto-renewal function (“Auto-renew”) will automate the
renewal of CSC applications for those Registrants that wish to participate (Opt-In).
This high level design document contains the detail set of requirements and system
changes based on this.




i. Auto-renew shall be available to all Registrants.




ii. Only Registrants that expressly opt-in through the processes set
forth below shall be enrolled in the Auto-renew program.




iii. The CSC website shall contain two “radio buttons” to the CSC
Application for the Registrant to either Opt-In to the Auto-renew program and a
separate one for existing Auto-renew customers to subsequently Opt-Out.




iv. In the event an Applicant or Registrant decides to Opt-In, the
Applicant/Registrant shall be required to confirm their selection (i.e., “double
Opt-In”).




v. In order to participate in the Auto-renew program, Registrants must
provide the Registry with all relevant credit card information. Such information
shall not be stored by NeuStar, but shall be provided to NeuStar’s outsourced
credit card provider.




vi. Registrants shall only be allowed to have one credit card on file.




vii. Registrants enrolled in Auto-renew shall not be provided with the
standard 30, 15, 5 & 1 day notices of expiration, but will instead be provided
with a 14 day notice of auto-renewal.




viii. Each Registration enrolled in the Auto-renew program, upon
expiration of the CSC, shall be automatically renewed for a period equal to the
then-expiring CSC term. For example, a CSC registered for one year, upon
expiration, shall be



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and has been filed separately with the Securities and Exchange Commission pursuant to a
Confidential Treatment Application filed with the Commission.




Amended and Restated Common Short Code License Agreement





Auto-renewed for a one year period, while a CSC registered for 3 months, upon
expiration, shall be Auto-renewed for a 3 month period. However the Registrant shall
have the ability to Opt-Out at any time up to the 7 day window prior to code
expiration date. In addition, the Registrant shall have the ability to change the
CSC term at any time between the 14th and 7th days prior to
the code expiration date.




ix. FAQs approved by the CTIA shall be posted on the CSC Website and
shall link the FAQ to the Auto-Renew section of the CSC Application.




x. NeuStar shall notify Registrant if their credit card will expire
prior to code expiration date.




xi. CSCs enrolled in the CSC Monthly Billing program shall not be
eligible for Auto Renewal.




xii. Using predefined system parameters NeuStar shall send Invoices to the
Registrant 7 days prior to CSC expiration date.




xiii. In the event a credit card authorization fails or if a credit card
profile is not established up to 5 days prior to code term expiration date, the
Registry System shall “Dropout” an application from Auto Renewal. Registrant
shall then be required to pay directly for renewal of that code.




xiv. If application is “Dropped out” of Auto Renewal, once the Registrant
has rectified the reason why it was “Dropped out”, the Registrant shall have the
ability to opt back in




xv. If Registrant does not pay after “Dropout”, the application goes
through the normal age-off process.




xvi. Registrant shall have the ability to Opt-In for Auto Renewal at any
point in the lifecycle of the CSC up to the 14 day window prior to code
expiration date.




(m) Optional Public Directory.




i. The CSC Website shall contain a directory of CSCs that shall be
viewable by the general public containing information derived from the CSC
Application Form (“CSC Directory”). In order to implement the CSC Directory, the
CSC Application Form set forth in Attachment 3 contains:




	 	A 	 	a high level description of the Opt-In directory and “value
proposition” to the Applicant/Content Provider;
	 
	 	B 	 	a reference via a hotlink the new Registrant Sublicense
Agreement containing additional terms and conditions with regards to the CSC
Directory Service;
	 
	 	C 	 	an Opt-in check-box for Applicants to Opt-In to this
directory. Only Applicants that opt-in shall be eligible to participate in
the CSC Directory; and
	 
	 	D 	 	a link to additional information and a longer explanation of
the Opt-In directory program




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and has been filed separately with the Securities and Exchange Commission pursuant to a
Confidential Treatment Application filed with the Commission.




Amended and Restated Common Short Code License Agreement





ii. By opting into the CSC Directory, an Applicant/Registrant shall
consent to the posting of the following elements contained within its Application
Form:




	 	A  	 	CSC,


	 	  	 	


	 	B   	 	

Call to Action (e.g., Text GQ to 47624),
	 
	 	C 	 	 Aggregator,
	 
	 	D 	 	 Application Provider, and
	 
	 	  E 	 	Description






iii. The Registrant shall have the right to edit, modify, or delete any of
its content displayed within the CSC Directory upon request to the Registry. The
Registrant shall also have the right to Opt-Out or remove any of its content
within the CSC Directory.




iv. As stated in the Registrant Sublicense Agreement, Registry shall have
the right, but not the obligation, to modify, edit or remove any CSC Directory
entry. In addition, Registry shall have the right to refuse the display of any
campaign which it deems in its sole discretion is (i) inappropriate, (ii) too
lengthy, or (iii) would not be in the best interests of the CSC Directory.




5.2 Applicant Abuse




It’s possible that some Applicants and Registrants could attempt to abuse the CSC
administrative process. At the direction of the CSC Administrator, it may ultimately be
necessary for the Registry to take corrective action. As forms of abuse are identified by
the Registry or the CSC Administrator, these guidelines will be amended with additional
forms of action required by both the CSC Administrator and the Registry to take appropriate
corrective action.




5.3 CSC Public Website Functionality




The CSCA public website is a place where interested parties can go to obtain general
information about CSCs. There are FAQs, general descriptions of CSC related applications
and services, general descriptions of Registry functions and processes, and other general
informational documentation.




In addition to general information, the public will be able to perform a query on a specific
CSC to see whether it is available for assignment. The only information provided to the
public will be whether the code is available or not available. One can also enter the
“private/Applicant log in” portion of the website where Applicants and Registrants can
manage their CSC activity. To that end, the Registry supports the following functionality on
the public website:



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and has been filed separately with the Securities and Exchange Commission pursuant to a
Confidential Treatment Application filed with the Commission.




Amended and Restated Common Short Code License Agreement





	 	o	 	The CSCA Website shall be designed to minimize the number of steps to
register a CSC.
	 
	 	o	 	The inclusion of actual examples of existing CSC programs (i.e.,
ESPN, ClearChannel, etc.) on the CSCA Website. In addition, the CSCA Website
shall contain “case studies” and “model” CSC programs. Such content shall be
supplied by CTIA to Registry to include on the Website. CTIA shall procure the
intellectual property rights and associated licenses from third parties (if any
are required) to display such content on the Website. Content may also be
supplied directly by third party Content Providers that license such content
directly to the CTIA and Registry to use on the CSCA Website.
	 
	 	o	 	The revision of the “Step by step process” for leasing CSCs currently
located at: http://www.usshortcodes.com/content/csc_obtain.html
	 
	 	o	 	The replacement of certain graphics on the Website.
	 
	 	o	 	Adding a section entitled “What’s New” to the Website home page,
which will contain dynamic content supplied by CTIA and Registry. Registry’s
website support team shall provide the support for updating this section.
	 
	 	o	 	Adding a section entitled “Calendar/Event” to the home page of the
Website a section entitled “Calendar/Events” which shall supply the End User with
information related to events, trade shows and conferences that are related to
the United States CSC program. Registry’s website support team shall provide the
support for updating this section.






	6.	 	Common Short Code Customer Care






6.1 Registry User Customer


Care Customer care will be able to address any issues related to the Registry function such as
status of applications, questions about how to fill out an application and issues concerning user
profiles. Users can communicate with customer service via phone calls, email or fax. Standard
hours of operation are 9AM to 8PM Eastern Time, Monday through Friday, excluding holidays.





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Amended and Restated Common Short Code License Agreement




ATTACHMENT 1









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Confidential Treatment Application filed with the Commission.




Amended and Restated Common Short Code License Agreement




ATTACHMENT 2




Process Flow for Contributing Reserved Short Code









ATTACHMENT 3





	1.	 	Applicant details:





	 	 	 
	Contact Name:

	 	Phone Number 1:
	 
	 
	 	 
	Company name:

	 	Phone Number 2:
	 
	 
	 	 
	Street Address:

	 	Email Address:
	 
	 
	 	 
	City:

	 	Phone # Ext:
	 
	 
	 	 
	State:

	 	Alt Phone # Ext:
	 
	 
	 	 
	Zip Code:

	 	Country
	 





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and has been filed separately with the Securities and Exchange Commission pursuant to a
Confidential Treatment Application filed with the Commission.




Amended and Restated Common Short Code License Agreement





	2.	 	Billing Contact details:





	 	 	 
	Contact Name:

	 	Phone Number 1:
	 
	 
	 	 
	Company name:

	 	Phone Number 2:
	 
	 
	 	 
	Street Address:

	 	Email Address:
	 
	 
	 	 
	City:

	 	Phone # Ext:
	 
	 
	 	 
	State:

	 	Alt Phone # Ext:
	 
	 
	 	 
	Zip Code:

	 	Country
	 




The Applicant is requesting the CSC(s) on behalf of the following Content Provider:





	3.	 	Content Provider details:





	 	 	 
	A content provider is the entity that owns or has the right to content and licenses such
content to the application provider/connection aggregator for delivery to the end user.
	 
	 	 
	Contact Name:

	 	Company Name:
	 
	Email Address:

	 	Phone Number:
	 
	 
	 	 
	Same as Applicant o
	 	 







	4.	 	Application Provider details:





	 	 	 
	An application provider delivers the technology platform for programs that utilize CSCs
	 
	 	 
	Contact Name:

	 	Company Name:
	 
	Email Address:

	 	Phone Number:
	 
	 
	 	 
	Same as Applicant o
	 	 







	5.	 	Connection Aggregator Details:





	 	 	 
	A connection aggregator may provide connectivity between carrier networks and application
providers/content providers
	 
	 	 
	Contact Name:

	 	Company Name:
	 
	Email Address:

	 	Phone Number:
	 
	 
	 	 
	Same as Applicant o
	 	 







	6.	 	Accepted Payment Methods:





	 	 	 
	Credit Card o      Check o     Electronic Funds Transfer o
	 
	 	 
	The CSC Registry will contact the Applicant directly after approving the application to
arrange payment. If the Applicant would like to accelerate the payment process they may call
the Registry at 1-866-623-2272







	7.	 	Auto-Renew:






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and Exchange Commission pursuant to a Confidential Treatment Application
filed with the Commission.




Amended and Restated Common Short Code License Agreement



The Auto-Renew program provides you the convenience and flexibility of extending your CSC lease
beyond its term expiration date via an automatic credit card payment.



Would you like to participate in Auto-Renew?




o  Opt-In      o  Opt-Out




8. Purchase Order Number:







Purchase Order Number:











  







 





9. Term:




     3 months o           6 months o           12 months o



10. Requested CSCs: (please check one)




The Registry must receive payment before a CSC is leased to the Applicant. You are required to
indicate if the CSC’s related content is appropriate for audiences under 18 years of age, or
for audiences aging 18 and over.



The Registry must receive payment before a Random CSC is identified.
Random CSCs are 5-digits only. Select CSCs are 5-digits and/or 6-digits;







o     Random Quantity of CSCs:












      










      






Content Rating: 




Each Random CSC is leased for $500 per month.

(limit is 20 per application; single content rating applied to all)




Selected: Each Selected CSC is leased for $1000 per month.

Enter your selected 5-digit and/or 6 digit CSC and appropriate content rating.



     




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and has been filed separately with the Securities and Exchange Commission pursuant to a
Confidential Treatment Application filed with the Commission.




Amended and Restated Common Short Code License Agreement





	11.	 	What is the application type?
(please check all that apply)




iTV
o iRadio
o In venue o Ring tones/graphics o Contest o Print/Outdoor o

Consumer packaging o Movie promo o Info alerts o Coupons/advertising o Chat o

mCommerce o Other o





	12.	 	Anticipated program duration:
	 
	 	 	Proposed Start date:                     Proposed End date:                      N/A (ongoing):
	 
	 	 	NOTE: Short code program cannot be initiated before the Proposed Start date stated here.
	 
	13.	 	Time of Day / Day of Week
	 
	 	 	Will the program be offered during a specific day of week/time of day ? Yes o No o
	 
	 	 	If so describe the day of week/time of day:
 

	 
	 	 	 

	 
	14.	 	Time of Day / Day of Week Restrictions
	 
	 	 	Does the program have any day of week/time of day restrictions planned? Yes o No o
	 
	 	 	(i.e. run only at specific hours or on specific days)
	 
	 	 	If so describe the restrictions:
 

	 
	 	 	 

	 
	15.	 	Is this a national campaign? Yes o No o
	 
	 	 	If it is not, please describe the region(s) for the campaign:
 

	 
	 	 	 

	 
	16.	 	How will the application(s) be promoted/marketed (vehicles/frequency/impressions)?





	 	 	 	 	 	 	 	 	 	 
	 

	 	TV:
	o	 	Air dates and times:
	 	National: o
	 	Local: o
	 
	 	 	 	 	 	 	 	 	 
	 

	 	Radio:
	o	 	Air dates and times:
	 	National: o
	 	Local: o
	 
	 	 	 	 	 	 	 	 	 
	 

	 	Print:
	o	 	Date live:
	 	National: o
	 	Local: o
	 
	 	 	 	 	 	 	 	 	 
	 	 	 	Newspaper: o Magazine: o Collateral: o Packaging: o Other                    
	 
	 	 	 	 	 	 	 	 	 
	 

	 	Outdoor:
	o	 	Date live:
	 	National: o
	 	Local: o
	 
	 	 	 	 	 	 	 	 	 
	 

	 	POS:
	o	 	Date live:
	 	National: o
	 	Local: o
	 
	 	 	 	 	 	 	 	 	 
	 

	 	Web:
	o	 	Date live:
	 	National: o
	 	Local: o







	17.	 	Will traffic associated with the program be:
	 
	 	 	Constant o or, Subject to Spikes o
	 
	 	 	If it will be subject to spikes (i.e., high volumes for a short duration of time) please
describe:




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Confidential Treatment Application filed with the Commission.




Amended and Restated Common Short Code License Agreement






	 	 	 

	 
	 	 	 

	 
	18.	 	Provide estimated traffic volumes:                                         
	 
	 	 	What are the specific assumptions associated with the estimated traffic volumes:
 

	 
	 	 	 

	 
	19.	 	Describe the Application associated with the CSC. Please describe the step-by-step
interaction with the user. :
 

	 
	 	 	 

	 
	20.	 	Message Rates: (please check all that apply)
	 
	 	 	Premium o Non-premium o Free o
	 
	21.	 	How do consumers get help?
 

	 
	22.	 	Provide website URL for consumer information: (optional)
 

	 
	23.	 	Provide toll free customer care number for consumer information: (optional)
 

	 
	24.	 	Provide short description of the program that wireless carriers can inform their end users:
(optional)
 

	 
	25.	 	CSC Directory:




Get more Exposure! List your Campaign in the New Official CSC Directory.



The CSCA is excited to offer you the opportunity to list your Mobile Campaign in the New Official
CSC Directory! This Directory provides you a unique opportunity to promote your CSC application
and provides others an easy way to find your mobile campaign. You may provide a brief
description, the CSC and call to action example. We are confident this will provide the
brand/company supporting the application with additional exposure and value as we continue to
drive more and more traffic to the CSCA website through our marketing outreach. Take advantage
today. Sign up now to list your mobile application in the CSC Campaign Directory. For
questions or more information please contact CSC Support at web@USshortcodes.com.



Would you like to participate in the CSC Directory?



o Yes




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Amended and Restated Common Short Code License Agreement








ATTACHMENT 4



CSC Application Process Flow








Registry returns the short code to the pool of available CSCs after the 60-day period




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Amended and Restated Common Short Code License Agreement








ATTACHMENT 5




Applicant / Registrant Work Item List



	 	 	 	 	 	 	 	 	 
	Application ID	 	CSC(s)	 	Application Status	 	Action	 	Due Date
	ZZZZ

	 	NZZZZ
	 	Rejected for Resubmission
	 	Resubmit
	 	MM/DD/YYYY
	ZZZZ

	 	NZZZZ
	 	Rejected
	 	N/A
	 	MM/DD/YYYY
	ZZZZ

	 	NZZZZ
	 	Approved
	 	N/A
	 	MM/DD/YYYY
	ZZZZ

	 	NZZZZ
	 	Expired
	 	Renew
	 	MM/DD/YYYY
	ZZZZ

	 	NZZZZ
	 	Expiring
	 	Renew
	 	MM/DD/YYYY
	ZZZZ

	 	NZZZZ
	 	Pending Review
	 	N/A
	 	MM/DD/YYYY









NOTES:



Application ID — A unique identifier for each application. Applications can be searched by
either the Application ID number or the CSC number.



Rejected for Resubmission — Registry has rejected the application and provided a description of
why it was rejected



Rejected — Registry rejected the application



Approved — Registry has approved the application



Expired — Code has expired and is now in the 60 day aging/grace period. After 60 days it will
be returned to the pool of available CSCs if the registration is not renewed.



Expiring — Once the code has 30 days to expiration it will be placed on the Registrant’s work
item list to remind them to renew the term.



Pending Review — The Applicant has submitted an application and it is pending review by the
registry.




Carrier Work Item List



	 	 	 	 	 	 	 	 	 	 	 
	Application ID	 	Expiration Date	 	CSC(s)	 	CSC Status	 	Carrier Status	 	Program Date
	ZZZZ

	 	MM/DD/YYYY
	 	NZZZZ
	 	Expired
	 	Opt-in
	 	Start: MM/DD/YYYY
	 

	 	 	 	 	 	 	 	 	 	End: MM/DD/YYYY
	ZZZZ

	 	MM/DD/YYYY
	 	NZZZZ
	 	Expiring
	 	Opt-out
	 	Start: MM/DD/YYYY
	 

	 	 	 	 	 	 	 	 	 	End: MM/DD/YYYY
	ZZZZ

	 	MM/DD/YYYY
	 	NZZZZ
	 	Approved
	 	No Reply
	 	Start: MM/DD/YYYY
	 

	 	 	 	 	 	 	 	 	 	End: MM/DD/YYYY









NOTES:



Carrier Status — This will display whether the Carrier has registered its status with regard to
Opt-in, Opt-out, or No Reply.




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Pursuant to 17 CFR 240.24b-2, confidential information has been omitted in places marked “[* * *]”
and has been filed separately with the Securities and Exchange Commission pursuant to a
Confidential Treatment Application filed with the Commission.




Amended and Restated Common Short Code License Agreement








Registry Work Item List



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Auto-	 	Auto-	 	 	 	 
	 	 	 	 	Expiration	 	 	 	Renew	 	Renew	 	Campaign	 	Campaign
	CSC(s)	 	Status	 	Date	 	Action	 	Status	 	Action	 	Dir Status	 	Dir Action
	NZZZZ

	 	Rejected for

Resubmission
	 	N/A
	 	Resubmit
	 	Not Eligible
	 	N/A
	 	N/A
	 	N/A
	NZZZZ

	 	Pending
	 	N/A
	 	 	 	Not Participating /

Participating
	 	Opt-In/ Opt-Out
	 	Saved For Submission
	 	Edit
	NZZZZ

	 	Approved
	 	MM/DD/YYYY
	 	Renew
	 	Not Participating /

Participating
	 	Opt-In/ Opt-Out
	 	No Listing Found
	 	Get Listed
	NZZZZ

	 	Expired
	 	MM/DD/YYYY
	 	Renew
	 	Not Eligible
	 	Opt-In/ Opt-Out
	 	Listed
	 	Edit






NOTES:



Pending Review — Indicates that this is a new application that the Registry must review.



Pending Payment — Indicates that this is an approved application that is awaiting payment from
the Applicant.




112









 





Pursuant to 17 CFR 240.24b-2, confidential information has been omitted in places marked “[* * *]”
and has been filed separately with the Securities and Exchange Commission pursuant to a
Confidential Treatment Application filed with the Commission.




Amended and Restated Common Short Code License Agreement








EXHIBIT E TO THE




COMMON SHORT CODE AGREEMENT




Code of Conduct



Registry will, at all times, operate as a trusted third-party provider of CSC Registry Services. In
order to ensure that all carriers, as well as application and content providers, receive equivalent
access to Registry Services and to support fair competition, Registry will follow the below Code of
Conduct.



1. Registry will not directly or indirectly, show any preference or provide any special
consideration to any Carrier, Application Provider or Content Provider in the provision of Registry
Services.



2. All Carriers, Application Providers and Content Providers shall have equal access to Registry
Services.



3. Registry shall not, in any way attempt, either to warehouse CSCs or attempt to lease CSCs in
their own right, except for CSCs designated for operational purposes in compliance with the terms
and conditions of this Agreement. Neither Registry, nor its shareholders, subsidiaries,
affiliates, or other related entities shall have access to CSC Data or proprietary information of a
Carrier, Application Provider or Content Provider, except as necessary for the performance of
Registry Services.



4. Registry will ensure that no CSC Data or proprietary information from any Carrier, Application
Provider or Content Provider is disclosed to its affiliates, subsidiaries, or other related
entities, except as necessary for the performance of Registry Services.



5. Registry will not claim any rights to the CSC Data received in the course of its providing
Registry Services.



6. Confidential Information about Registry Services will not be shared with employees of any
Carrier, Application Provider or Content Provider unless access to such information is required by
this Agreement.




113









 





Pursuant to 17 CFR 240.24b-2, confidential information has been omitted in places marked “[* * *]”
and has been filed separately with the Securities and Exchange Commission pursuant to a
Confidential Treatment Application filed with the Commission.




Amended and Restated Common Short Code License Agreement







7. Registry will conduct internal neutrality reviews on a regular basis. In addition, the Parties
may mutually agree on an independent party that CTIA may hire, at CTIA’s expense, to conduct a
neutrality review of Registry to ensure that Registry and its owners comply with all the provisions
of this Code of Conduct. The neutrality review may be conducted as often as once per year. Registry
will provide the auditor with reasonable access to information and records appropriate to complete
the review. The results of the review of the auditor will be provided to CTIA and shall be deemed
to Confidential Information.



8. Sections 3, 4, 5, and 6 do not apply to Registry’s use of Licensed User Data or the promotion of
the Related Services in accordance with the terms of the Agreement.




114









 





Pursuant to 17 CFR 240.24b-2, confidential information has been omitted in places marked “[* * *]”
and has been filed separately with the Securities and Exchange Commission pursuant to a
Confidential Treatment Application filed with the Commission.




Amended and Restated Common Short Code License Agreement








EXHIBIT F




TO THE COMMON SHORT CODE ADMINISTRATION AGREEMENT




Service Level




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Service	 	 
	 	 	 	 	SLA Definition and	 	Commitment	 	Performance
	SLA#	 	SLA Category	 	calculation method	 	Level	 	Credit
	SLA-1

	 	CSC Registry

Website

Availability
	 	CSC Registry Website
Availability is defined
as the time, in
seconds, that the
Website is responding
to CSC Service Users,
measured on calendar
quarters. The Website
is unavailable when it
is unavailable to all
Users, that is, when no
User can initiate a
session with or receive
a response from the
Website
(“Unavailability”). The
“Unavailability” does
NOT include the
“Planned Maintenance”
downtime as defined
under SLA-3 and SLA-4.
	 	99.999 %	 	 	 	960 to 3600 seconds
below the committed
level — $1,000


More than 3600
seconds below the
committed level —
$3,000
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	Calculation:	 	 	 	 	 	 
	 

	 	 	 	The total seconds in
the quarter, minus the
seconds of Planned
Maintenance and
Maintenance minutes in
excess of Planned
Maintenance intervals,
represent the potential
Website Availability
seconds in the quarter.
The number of seconds
of Website Service
Availability divided by
the number of seconds
of potential Website
Availability, the
quotient expressed as a
percentage, is the
percent Website
Availability for the
quarter. That is, only
Planned Maintenance
intervals are deducted
from the potential
Website Availability
interval to determine
actual Website
Availability.	 	 	 	 	 	 






115









 





Pursuant to 17 CFR 240.24b-2, confidential information has been omitted in places marked “[* * *]”
and has been filed separately with the Securities and Exchange Commission pursuant to a
Confidential Treatment Application filed with the Commission.




Amended and Restated Common Short Code License Agreement






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Service	 	 
	 	 	 	 	SLA Definition and	 	Commitment	 	Performance
	SLA#	 	SLA Category	 	calculation method	 	Level	 	Credit
	 

	 	 	 	Expressed
algebraically, where A
is total seconds in the
quarter, B is Planned
Maintenance, and C is
unplanned downtime
(which includes any
planned maintenance
seconds in excess of
SLA-3 and SLA-4),
Website Availability is
defined as follows and
expressed as a
percentage:	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	(A - B) - C x 100 %	 	 	 	 	 	 
	 

	 	 	 	  A - B	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	SLA-2

	 	CSC Registry

Database

Availability
	 	CSC Registry Database
Availability is defined
as the time, in
seconds, that the
Database is responding
to CSC Service Users,
measured on calendar
quarters. The Database
is unavailable when it
is unavailable to all
Users, that is, when no
User can receive a
response from the
Database
(“Unavailability”). The
“Unavailability” does
NOT include the
“Planned Maintenance”
downtime as defined
under SLA-3 and SLA-4.
	 	99.9%	 	 	 	960 to 3600 seconds
below the committed
level — $1,000


More than 3600
seconds below the
committed level —
$3,000
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	Calculation:	 	 	 	 	 	 
	 

	 	 	 	The total seconds in
the quarter, minus the
seconds of Planned
Maintenance and
Maintenance minutes in
excess of Planned
Maintenance intervals,
represent the potential
Database Availability
seconds in the quarter.
The number of seconds
of Database Service
Availability divided by
the number of seconds
of potential Database
Availability, the
quotient expressed as a
percentage, is	 	 	 	 	 	 






116









 





Pursuant to 17 CFR 240.24b-2, confidential information has been omitted in places marked “[* * *]”
and has been filed separately with the Securities and Exchange Commission pursuant to a
Confidential Treatment Application filed with the Commission.




Amended and Restated Common Short Code License Agreement






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Service	 	 
	 	 	 	 	SLA Definition and	 	Commitment	 	Performance
	SLA#	 	SLA Category	 	calculation method	 	Level	 	Credit
	 

	 	 	 	the
percent Database
Availability for the
quarter. That is, only
Planned Maintenance
intervals are deducted
from the potential
Database Availability
interval to determine
actual Database
Availability.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	Expressed
algebraically, where A
is total seconds in the
quarter, B is Planned
Maintenance, and C is
unplanned downtime
(which includes any
planned maintenance
seconds in excess of
SLA-3 and SLA-4),
Database Availability
is defined as follows
and expressed as a
percentage:	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	(A - B) - Cx 100 %	 	 	 	 	 	 
	 

	 	 	 	  A - B	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	SLA-3

	 	Regular Planned

Maintenance
	 	Regular Planned
Maintenance is
scheduled downtime
outside of Business
Hours that is required
to perform maintenance
to ensure a high level
of service. The
Duration of the
Maintenance defines the
maximum allowable time,
in hours, that is
allowed to take the CSC
Registry Services out
of service for regular
maintenance, measured
on calendar months. The
Maintenance is planned
in advance and the CSC
Service User Community
must be notified ahead
of time.
	 	8 hours per
calendar month with
at least 3 Business
Days of advance
notice




Unless Registry
receives prior
approval from CTIA,
it shall not have
any Regular Planned
Maintenance in any
month in which an
Extended Planned
Maintenance occurs.
	 	Not meeting the
committed levels
counts as downtime
against applicable
Availability as
defined in SLA-1
and SLA-2
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	Calculation:	 	 	 	 	 	 
	 

	 	 	 	The calculation of
Regular Planned
Maintenance is
dependent on the date,
duration, and start and
end times for each
Regular	 	 	 	 	 	 






117









 





Pursuant to 17 CFR 240.24b-2, confidential information has been omitted in places marked “[* * *]”
and has been filed separately with the Securities and Exchange Commission pursuant to a
Confidential Treatment Application filed with the Commission.




Amended and Restated Common Short Code License Agreement






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Service	 	 
	 	 	 	 	SLA Definition and	 	Commitment	 	Performance
	SLA#	 	SLA Category	 	calculation method	 	Level	 	Credit
	 

	 	 	 	Planned
Maintenance interval
and the number of hours
agreed not to exceed 8
hours per calendar
month d the time in
excess of the amount
agreed to for each
event. Any time in
excess of the Regular
Planned Maintenance
interval is applied
towards SLA 1 or SLA 2
as the case may be.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	SSU not to exceed 8
hours per calendar
month — Pass or Fail	 	 	 	 	 	 
	 

	 	 	 	SSU notice must be sent
at least 3 business
days in advance of
SSU — Pass or Fail	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	SLA-4

	 	Extended

Planned

Maintenance
	 	In some cases such as
software upgrades and
platform replacements
an extended maintenance
downtime is required
outside of Business
Hours. Extended Planned
Maintenance will be
less frequent than
regular ones but their
duration will be
longer. The Duration of
the Maintenance defines
the maximum allowable
time, in hours, that is
allowed to take the CSC
Registry Services out
of service for extended
maintenance, measured
on calendar quarters.
The Maintenance is
planned in advance and
the CSC Service User
Community must be
notified ahead of time.
	 	18 hours per
calendar quarter
with at least 10
Business Days of
advance notice
	 	Not meeting the
committed levels
counts as downtime
against applicable
Availability as
defined in SLA-1
and SLA-2.
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	Calculation:	 	 	 	 	 	 
	 

	 	 	 	The calculation of
Extended Planned
Maintenance is
dependent on the date,
duration, and start and
end times for each
Extended Planned
Maintenance interval
and the number of hours	 	 	 	 	 	 






118









 





Pursuant to 17 CFR 240.24b-2, confidential information has been omitted in places marked “[* * *]”
and has been filed separately with the Securities and Exchange Commission pursuant to a
Confidential Treatment Application filed with the Commission.




Amended and Restated Common Short Code License Agreement






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Service	 	 
	 	 	 	 	SLA Definition and	 	Commitment	 	Performance
	SLA#	 	SLA Category	 	calculation method	 	Level	 	Credit
	 

	 	 	 	agreed to and the time
in excess of the amount
agreed to for each
event. Any time in
excess of the Extended
Planned Maintenance
interval is applied
towards SLA 1 or SLA 2
as the case may be.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	Every calendar month,
report the total time
taken for each Extended
Planned Maintenance
interval and any time
in excess of the
Extended Planned
Maintenance interval
(to be applied to SLA 1
or SLA 2 as
applicable).	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	SSU not to exceed 18
hours per calendar
quarter — Pass or Fail	 	 	 	 	 	 
	 

	 	 	 	SSU notice must be sent
at least 10 business
days in advance of SSU
- Pass or Fail	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	SLA-5

	 	Application

Confirmation
	 	CSC Registry’s
responsiveness to CSC
Registrants to confirm
receipt of their
Application, measured
on calendar quarters.
The response time is
defined as the duration
between the time the
CSC Registry receives
an Application
submitted by a
Registrant to the time
the CSC Registry sends
out an electronic
confirmation to the
Registrant for that
Application.
	 	99% within 60
minutes
	 	$50 per missed
confirmation below
the committed
level, up to $500
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	Calculation:	 	 	 	 	 	 
	 

	 	 	 	At the end of the
quarter, applications
received are reviewed
and the total
confirmations meeting
the 60-minute
requirement are
determined. The
quantity of
applications meeting
the 60-minute
confirmation threshold
are then divided by the
total applications
received and the	 	 	 	 	 	 






119









 





Pursuant to 17 CFR 240.24b-2, confidential information has been omitted in places marked “[* * *]”
and has been filed separately with the Securities and Exchange Commission pursuant to a
Confidential Treatment Application filed with the Commission.




Amended and Restated Common Short Code License Agreement






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Service	 	 
	 	 	 	 	SLA Definition and	 	Commitment	 	Performance
	SLA#	 	SLA Category	 	calculation method	 	Level	 	Credit
	 

	 	 	 	quotient expressed as a
percentage.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	A = Total Applications
received	 	 	 	 	 	 
	 

	 	 	 	B = Total Applications

confirmations greater

than 60 minutes	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	(A - B) / A * 100% = %
Met	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	SLA-6

	 	Carrier Notification
	 	CSC Registry’s
timeliness to process
the Applications and
notify Carriers,
measured on calendar
quarters. The response
time is defined as the
duration between the
time the CSC Registry
approves the CSC lease
(i.e.: approves a
completed Application
and collects full
payment from the
Registrant) to the time
the CSC Registry sends
out electronic
notifications to all
participating Carriers
regarding that
Application.
	 	99% within 1
Business Days
	 	$100 per missed
notification below
the committed
level, up to $1,000
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	Calculation:	 	 	 	 	 	 
	 

	 	 	 	At the end of the
quarter, the eligible
transactions are
reviewed and the
quantity of those
meeting the 1-Business
Day turnaround
threshold are
determined. The
quantity of eligible
transactions meeting
the 1-Business Day
turnaround threshold is
divided by the total
eligible transactions
and the quotient
expressed as a
percentage.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	A = Total eligible
transactions	 	 	 	 	 	 
	 

	 	 	 	B = Total eligible

transactions greater

than 1-Business Day	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	(A - B) / A * 100% = %
Met	 	 	 	 	 	 
	 
	SLA-7

	 	Customer Support

Calls during

Business Hours
	 	CSC Registry Customer
Care Help Desk’s
responsiveness to
	 	95% within 2
Business Hours
	 	$50 per missed call

below the






120









 





Pursuant to 17 CFR 240.24b-2, confidential information has been omitted in places marked “[* * *]”
and has been filed separately with the Securities and Exchange Commission pursuant to a
Confidential Treatment Application filed with the Commission.




Amended and Restated Common Short Code License Agreement






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Service	 	 
	 	 	 	 	SLA Definition and	 	Commitment	 	Performance
	SLA#	 	SLA Category	 	calculation method	 	Level	 	Credit
	 

	 	 	 	calls
from CSC Service Users
during Business Hours,
measured on calendar
quarters. The response
time is defined as the
duration between the
time the Help Desk
receives a call and the
time a customer rep
answers the phone or
calls the caller back.
	 	 	 	 	 	committed level, up to $500
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	Calculation	 	 	 	 	 	 
	 

	 	 	 	The daily counts for
each Customer Support
rep during the business
day are added together.
The total number of
calls answered, within
2 business hours are
divided by the total
number of calls
received and handled by
a live customer service
rep or a voice mail is
left. The quotient is
expressed as a
percentage.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	A = Total calls answered	 	 	 	 	 	 
	 

	 	 	 	B = Total calls
answered greater than 2
— Business Hours	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	(A - B) / A * 100% = %
Met	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	SLA-8

	 	Customer Support
Calls outside of
Business Hours
	 	CSC Registry Customer
Care Help Desk’s
responsiveness to calls
from CSC Service Users
outside of Business
Hours, measured on
calendar quarters. The
response time is
defined as the duration
between the time the
Help Desk receives a
call and the time a
customer rep answers
the phone or calls the
caller back.
	 	95% within next
Business Day
	 	$50 per missed call
below the committed
level, up to $500
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	Calculation:	 	 	 	 	 	 
	 

	 	 	 	The daily count of
voice mails left after
business hours are
added together. The
total number of voice
mails returned within 1
business day are
divided by the total
number	 	 	 	 	 	 






121









 





Pursuant to 17 CFR 240.24b-2, confidential information has been omitted in places marked “[* * *]”
and has been filed separately with the Securities and Exchange Commission pursuant to a
Confidential Treatment Application filed with the Commission.




Amended and Restated Common Short Code License Agreement






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Service	 	 
	 	 	 	 	SLA Definition and	 	Commitment	 	Performance
	SLA#	 	SLA Category	 	calculation method	 	Level	 	Credit
	 

	 	 	 	 of voice mails
received. The quotient
is expressed as a
percentage.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	A = Total voice mails	 	 	 	 	 	 
	 

	 	 	 	B = Total voice mails
returned greater than 1
— Business Day	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	(A - B) / A * 100% = %
Met	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	SLA-9

	 	Email Inquiries
	 	CSC Registry Customer
Care Help Desk’s
responsiveness to email
inquiries sent from CSC
Service Users during
Business Hours,
measured on calendar
quarters. The response
time is defined as the
duration between the
time the Help Desk
receives an email and
the time a response
email is sent out to
the sender.
	 	90% within 2
Business Hours
	 	$50 per missed
response below the
committed level, up
to $500
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	Calculation:	 	 	 	 	 	 
	 

	 	 	 	The daily counts for
all inbound e-mail
request are added
together. The total
number of e-mails
answered by customer
rep within 2 business
hours is divided by the
total number of e-mails
received. The quotient
is expressed as a
percentage.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	A = Total e-mails	 	 	 	 	 	 
	 

	 	 	 	B = Total e-mails
returned greater than 2
— Business Hours	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	(A - B) / A * 100% = %
Met	 	 	 	 	 	 








		 	
	Notes:
	 
	1)	 	NeuStar Holidays currently include: New Year’s Day, President’s Day, Memorial Day, Independence
Day, Labor Day, Thanksgiving (2 days), and




122









 





Pursuant to 17 CFR 240.24b-2, confidential information has been omitted in places marked “[* * *]”
and has been filed separately with the Securities and Exchange Commission pursuant to a
Confidential Treatment Application filed with the Commission.




Amended and Restated Common Short Code License Agreement









			
	 
	 	 	Christmas (2 days). The exact dates of these Holidays for each Calendar Year during the Term of the
Contract will be published on the CSC Registry Website;
	 
	2)	 	Business Days are Monday through Friday except NeuStar Holidays;
	 
	3)	 	Business Hours are 9am to 8pm ET during Business Days except NeuStar Holidays.






123











 





Pursuant to 17 CFR 240.24b-2, confidential information has been omitted in places marked “[* * *]”
and has been filed separately with the Securities and Exchange Commission pursuant to a
Confidential Treatment Application filed with the Commission.



Amended and Restated Common Short Code License Agreement




EXHIBIT G TO THE COMMON SHORT CODE

ADMINISTRATION AGREEMENT




Reports




The following reports shall be made available to CTIA, and where stated, participating Carriers.



I. Daily Reports: The following reports shall be updated daily:




     A. CSCA Daily Detailed Report 



     The CSCA Daily Report is an automated report compiled from data submitted by a Registrant for
an application or renewal for a CSC. The data is based on information collected during the CSC
application/renewal process by the Registrant. The report is emailed daily to the CTIA.



CSCA Daily Detailed Report Fields




	 	 	 	 	 
	Field Name	 	Description	 	Values
	CSC

	 	Common Short Code
	 	Number
	SELECTED

	 	Is CSC Select or Random
	 	Y/N
	AUTORENEW_OPTIN

	 	Is CSC opted-in to Auto Renew
	 	Y/N
	TERM

	 	Term of CSC
	 	3/6/12
	APPLICATIONTYPE

	 	What type of application
	 	New/Renew
	EXPIRATIONDATE

	 	Date CSC expires
	 	Date
	DEACTIVATIONDATE

	 	Date CSCA sends carriers
deactivation notices
	 	Date
	AGEDDATE

	 	Date CSC becomes available to
public
	 	Date
	FIRST_NAME

	 	First name of
Applicant/Registrant
	 	Name
	LAST_NAME

	 	Last name of Applicant/Registrant
	 	Name
	COMPANY

	 	Company name of
Applicant/Registrant
	 	Name
	ADDRESS1

	 	Address
	 	Address
	ADDRESS2

	 	Address
	 	Address






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Pursuant to 17 CFR 240.24b-2, confidential information has been omitted in places marked “[* * *]”
and has been filed separately with the Securities and Exchange Commission pursuant to a
Confidential Treatment Application filed with the Commission.



Amended and Restated Common Short Code License Agreement





	 	 	 	 	 
	Field Name	 	Description	 	Values
	CITY

	 	City
	 	Address
	STATE

	 	State
	 	Address
	ZIP

	 	ZIP Code
	 	Address
	COUNTRY

	 	Country
	 	Address
	PHONE

	 	Phone number of the
Applicant/Registrant
	 	Number
	EMAIL

	 	Email of the Applicant/Registrant
	 	Email
	STATUS

	 	Current status of the application
	 	- Approved

- Waiting Payment

- Pending Review

- Rejected for
Resubmit
	DUEDATE

	 	Application due date
	 	Date
	OPTEDIN

	 	Is CSC opted-in to campaign
directory
	 	Y/N
	APPLICATIONID

	 	Current application ID
	 	Number
	APPCREATEDDATE

	 	Current application create date
	 	Date
	INVOICEDATE

	 	Date invoice was sent
	 	Date
	APPROVEDDATE

	 	Application approved date
	 	Date
	PAYMENTINTERVAL

	 	Number of days from application
create date to when customer
pays for CSCs
	 	Number
	PAYMENTMETHOD

	 	Method of payment
	 	- Check

- Transfer (wire)

- Credit Card

- Free Carrier Code

- N/A
	PENDINGRENEW_APPID

	 	Pending renew application ID
	 	Number
	PENDINGRENEW_AUTORENEW_OPTIN

	 	Pending renew application via

Auto Renew
	 	Y/N






125









 




Pursuant to 17 CFR 240.24b-2, confidential information has been omitted in places marked “[* * *]”
and has been filed separately with the Securities and Exchange Commission pursuant to a
Confidential Treatment Application filed with the Commission.



Amended and Restated Common Short Code License Agreement





	 	 	 	 	 
	Field Name	 	Description	 	Values
	PENDINGRENEW_TERM

	 	CSC Term in the pending renew
application
	 	Number
	PENDINGRENEW_STATUS

	 	Pending renew application status
	 	- Pending Auto
Renewal

- Waiting Payment

- Pending Review

- Rejected for
Resubmit
	PENDINGRENEW_INVOICEDATE

	 	Date renewal invoice was sent
	 	Date
	PENDINGRENEW_AUTORENEW_ISSUE

	 	Issue types with Auto Renew
application
	 	- No Aggregator

- No CC Profile
	PENDINGRENEW_AR_ISSUE_RFLAG

	 	Error code received from payment
processing company if credit
card charge fails
	 	Free-Form Text
	PENDINGRENEW_AR_ISSUE_MESSAGE

	 	Message communicated back to the
customer via email notice based
on the error code
	 	Free-Form Text
	AGGREGATOR

	 	Aggregator’s name
	 	Name
	CONTENTPROVIDER

	 	Content Provider’s name
	 	Name
	ISNATIONAL

	 	Is campaign national?
	 	Y/N
	CAMPAIGNREGION

	 	Campaign Regions
	 	Free-Form Text
	TRAFFICVOLUME

	 	Traffic volume
	 	Free-Form Text
	TRAFFICVOLUMEASSUMPTION

	 	Traffic volume assumptions
	 	Free-Form Text
	PREMIUM

	 	Is campaign premium?
	 	Y/N
	NONPREMIUM

	 	Is campaign non-premium?
	 	Y/N
	APPDESCRIPTION

	 	Application description
	 	Free-Form Text






126









 




Pursuant to 17 CFR 240.24b-2, confidential information has been omitted in places marked “[* * *]”
and has been filed separately with the Securities and Exchange Commission pursuant to a
Confidential Treatment Application filed with the Commission.



Amended and Restated Common Short Code License Agreement





	 	 	 	 	 
	Field Name	 	Description	 	Values
	PROGDESCRIPTION

	 	Campaign description
	 	Free-Form Text
	TYPEITV

	 	Is application type iTV?
	 	Y/N
	TYPEIRADIO

	 	Is application type iRadio?
	 	Y/N
	TYPEINVENUE

	 	Is application type In Venue?
	 	Y/N
	TYPERING

	 	Is application type
Ringtones/Graphics?
	 	Y/N
	TYPECONTEST

	 	Is application type Contest?
	 	Y/N
	TYPECONSUMER

	 	Is application type Consumer?
	 	Y/N
	TYPEMOVIE

	 	Is application type Movie?
	 	Y/N
	TYPEINFO

	 	Is application type Info Alerts?
	 	Y/N
	TYPECHAT

	 	Is application type Chat?
	 	Y/N
	TYPEPRINT

	 	Is application type Print?
	 	Y/N
	TYPEMCOM

	 	Is application type mCommerce?
	 	Y/N
	TYPECOUPON

	 	Is application type Coupon?
	 	Y/N
	TYPEOTHER

	 	Is application type Other?
	 	Y/N
	OPTED CARRIERS — COMPANY

	 	Name of the Carrier that has
opted in to the CSC campaign
	 	Name
	OPTED CARRIERS — CSC

	 	CSC the carrier has opted-in
	 	Number
	CSC ACCOUNT — COMPANY

	 	Account Company Name
	 	Name
	CSC ACCOUNT — CREATEDDATE

	 	Account create date
	 	Date
	CSC ACCOUNT — USERNAME

	 	Account User ID
	 	Free-Form Text
	CSC ACCOUNT — FIRST_NAME

	 	First name of the account holder
	 	Name
	CSC ACCOUNT — LAST_NAME

	 	Last name of the account holder
	 	Name
	CSC ACCOUNT — PHONE

	 	Account phone number
	 	Number
	CSC ACCOUNT — EMAIL

	 	Account Email
	 	Free-From Text
	CSC ACCOUNT — SHORTCODE

	 	This field indicates whether the

account has any codes leased
	 	Y/N






127









 




Pursuant to 17 CFR 240.24b-2, confidential information has been omitted in places marked “[* * *]”
and has been filed separately with the Securities and Exchange Commission pursuant to a
Confidential Treatment Application filed with the Commission.



Amended and Restated Common Short Code License Agreement





     B. CSC Daily Snapshot Report



     The Daily Snapshot Report offers an easy summary view of key metrics for that day. It contains
the following fields, and commencing no later than July 1, 2008, will be emailed to the CTIA daily
in an HTML format.



     The Parties acknowledge that the data contained in this report is based on the “raw data” in
the Registry, and due to timing differences and accounting policies such data may not match the
Royalty Payment/Cash Receipts Report CTIA receives by the 15th of each month or the CSCA
Daily Detailed Reports. These numbers reflect only active codes that have not reached Expiration
date.



	 	 	 
	Field Name	 	Description
	Date

	 	Date
	Free Carrier Codes

	 	New/Renew Free Carrier Codes
	Monthly Billing Codes

	 	New/Renew Monthly Billing Codes
	New 3/6/12 Month Codes

	 	New codes broken down into
specific Term categories. Note: These numbers do not include Free
Carrier Codes and Monthly Billing
codes
	Daily Total New 3/6/12 Month Codes
	 	Total daily New code activity.
Note: These numbers do not include
Free Carrier Codes and Monthly
Billing codes
	Renew 3/6/12 Month Codes

	 	Renew codes broken down into
specific Term categories. Note: These numbers do not include Free
Carrier Codes and Monthly Billing
codes
	Daily Total Renew 3/6/12 Month Codes 

	 	Total daily Renew code activity.
Note: These numbers do not include
Free Carrier Codes and Monthly
Billing codes






128









 




Pursuant to 17 CFR 240.24b-2, confidential information has been omitted in places marked “[* * *]”
and has been filed separately with the Securities and Exchange Commission pursuant to a
Confidential Treatment Application filed with the Commission.



Amended and Restated Common Short Code License Agreement





	 	 	 
	Field Name	 	Description
	Appr Total

	 	Total daily new and Renew Approved
codes. Note: These numbers do not
include Free Carrier Codes but do
include Monthly Billing codes
	Aged On This Day

	 	Number of codes that “Aged Off” on
this day. These are codes that
reached 60 days past expiration
date and the codes are now
available to the public
	Total Codes Managed (Daily)

	 	Total number of “Approved” codes
in CSCA. These codes that have not
reached expiration date.






II. Weekly Reports.




     The “Carrier Weekly Report” as defined below, shall be delivered to each participating Carrier
as well as the CTIA on a weekly basis.



     The Carrier Weekly Report is an automated Excel spreadsheet report that is currently generated
on every Thursday morning. The purpose of this report is to provide carriers one consolidated
report of code activity in CSCA. It contains CSC Deactivation, Re-Activation, Activation and
Aggregator Changes. This report is distributed to each participating Carrier in the CSC program.



     The Carrier Weekly Reports Contain the Following Worksheets:



Worksheet Title: Deactivations




Description: This worksheet lists the CSCs that have reached “deactivation” date during this week
and since the last report.



	 	 	 	 	 
	Field Name	 	Description	 	Value
	CSC

	 	Common Short Code
	 	Number
	AGGREGATOR

	 	Aggregator Name
	 	Name






129









 




Pursuant to 17 CFR 240.24b-2, confidential information has been omitted in places marked “[* * *]”
and has been filed separately with the Securities and Exchange Commission pursuant to a
Confidential Treatment Application filed with the Commission.



Amended and Restated Common Short Code License Agreement





	 	 	 	 	 
	Field Name	 	Description	 	Value
	DEACTIVATION_DT

	 	Date CSC Reached deactivation
	 	Date
	EXPIRATION_DT

	 	Date CSC expired
	 	Date






Worksheet Title: Re-Activation




Description: This worksheet lists the CSCs that had reached “deactivation” date and were
re-activated in the last week.



	 	 	 	 	 
	Field Name	 	Description	 	Value
	CSC

	 	Common Short Code
	 	Number
	AGGREGATOR

	 	Aggregator Name
	 	Name
	DEACTIVATION_DT

	 	Date CSC Reached deactivation
	 	Date
	PREV_DEACT_REPORT

	 	Date the previous report was sent
	 	Date
	REACTIVATION_DT

	 	Date CSC was re-activated
	 	Date
	NEW_EXPIRATION_DT

	 	Date CSC expires
	 	Date






Worksheet Title: Aggregator Change




Description: This worksheet lists the CSCs that in the last week had;




     a) the aggregator changed in the application while code is active




     b) chose an aggregator on their renewal application



	 	 	 	 	 
	Field Name	 	Description	 	Value
	CSC

	 	Common Short Code
	 	Number
	NEW_AGGREGATOR

	 	New Aggregator Name
	 	Name
	OLD_AGGREGATOR

	 	Old Aggregator Name
	 	Name
	CHANGE_DT

	 	The date the aggregator name changed
	 	Date
	EXPIRATION_DT

	 	Date CSC expired
	 	Date







130











 




Pursuant to 17 CFR 240.24b-2, confidential information has been omitted in places marked “[* * *]”
and has been filed separately with the Securities and Exchange Commission pursuant to a
Confidential Treatment Application filed with the Commission.




Amended and Restated Common Short Code License Agreement




Worksheet Title: Activations



Description: This worksheet lists the New CSCs that have been approved in CSCA since last report.




	 	 	 	 	 
	Field Name	 	Description	 	Value
	CSC

	 	Common Short Code
	 	Number
	AGGREGATOR

	 	Aggregator Name
	 	Name
	EXPIRATION_DT

	 	Date CSC expired
	 	Date
	APPROVED_DT

	 	Date CSC got approved
	 	Date





III. Monthly Reports: The following reports shall be delivered to CTIA on a
monthly basis:



A. Cash Receipts/ Royalty Payment Monthly Report


This monthly report will be provided to CTIA by the 15th of each month.




This report includes the following worksheets:





	 	•	 	Wire Transfer Request: Wire transfer request form
	 
	 	•	 	YTD: Year to date monthly breakdown of the






	 	o	 	Gross
	 
	 	o	 	Split
	 
	 	o	 	Wire Amount
	 
	 	o	 	Net Amount






	 	•	 	Details: Lists a detail breakdown of the payments received. A complete breakdown of
the worksheet follows.





	 	 	 	 	 
	Field	 	 	 	 
	Name	 	Description	 	Value
	Item

	 	This column lists the unique ID
associated with the payment
activity. The following are the
different types
	 	•   Application ID

•   AU-XXXX (unique identifier)






131









 





Pursuant to 17 CFR 240.24b-2, confidential information has been omitted in places marked “[* * *]”
and has been filed separately with the Securities and Exchange Commission pursuant to a
Confidential Treatment Application filed with the Commission.




Amended and Restated Common Short Code License Agreement




	 	 	 	 	 
	Field	 	 	 	 
	Name	 	Description	 	Value
	 

	 	of entry:	 	 
	 

	 	•  Application ID

•  AU-XXXX (unique identifier)

•  OA-YYYY (unique identifier)

•  CSC-000000X(Manual Invoices)
	 	•   OA-YYYY (unique identifier)

•   CSC-000000X(Manual Invoices)
	 
	 	 	 	 
	Cust

	 	Customer ID
	 	Number
	 
	 	 	 	 
	Name

	 	Company Name
	 	Name
	 
	 	 	 	 
	Deposit

	 	Deposit Batch ID
	 	Number
	 
	 	 	 	 
	Payment

	 	This column lists the type of
payment using a unique ID.
	 	Free-Form Text
	 

	 	•  Check Number = Check Number	 	 
	 

	 	•  Name = The Name of company
who sent the wire transfer	 	 
	 

	 	•  1 = Credit Card Payment	 	 
	 
	 	 	 	 
	Amount

	 	Amount collected for CSC. Amount
may reflect payment for multiple
codes within an application.
Applications with multiple codes
will have blank cells following.
Each blank cell represents
additional codes. Please note if
the application contains more than
one code the actual codes in an
application will be listed in the
“Code” column.
	 	Number
	 
	 	 	 	 
	Date

	 	Payment Receipt date
	 	Date
	 
	 	 	 	 
	Type

	 	This column lists the type of
payment:
	 	Free-Form Text
	 

	 	•  AU = Adjustments	 	 
	 

	 	•  OA = On Account Credit	 	 
	 

	 	•  PY = Payment	 	 
	 

	 	•  CR = Credit	 	 
	 
	 	 	 	 
	Descr

	 	Code description
	 	Free-Form Text
	 

	 	•  Code Term	 	 
	 

	 	•  Random/Select	 	 






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Pursuant to 17 CFR 240.24b-2, confidential information has been omitted in places marked “[* * *]”
and has been filed separately with the Securities and Exchange Commission pursuant to a
Confidential Treatment Application filed with the Commission.




Amended and Restated Common Short Code License Agreement




	 	 	 	 	 
	Field	 	 	 	 
	Name	 	Description	 	Value
	 

	 	•  New/Renew	 	 
	 
	 	 	 	 
	Code

	 	List of CSCs which payment was
received for. Please note this
column lists all the codes that
are in a single application.
	 	Number
	 
	 	 	 	 
	Appl ID

	 	Application ID
	 	Number






B. CSC Monthly Snapshot Report



Commencing on or before July 15, 2008, Registry will provide CTIA a Monthly snapshot report
containing the fields set forth below. The report will be emailed to CTIA by the 5th day
of each month in HTML format.



The Parties acknowledge that the data contained in this report is based on the “raw data” in the
Registry, and due to timing differences and accounting policies such data may not match the Royalty
Payment/Cash Receipts Report CTIA receives by the 15th of each month or the CSCA Daily
Detailed Reports.




	 	 	 
	Field Name	 	Description
	Month/Year

	 	Date
	 
	 	 
	Cancelled Non Pay

	 	Total Cancelled applications due to non-payment
	 
	 	 
	Cancelled Not Resub

	 	Total Cancelled application due to not
resubmitting after the initial application was
rejected
	 
	 	 
	Auto Renew Opt In Wait Pay

	 	Number of codes opted in to auto renew with their
application in the Waiting Payment status. If
there are no issues with the application, CSCA
will automatically renew these applications.
	 
	 	 
	Auto Renew Opt In Approved

	 	Number of approved (Paid) auto renew codes.
	 
	 	 
	Free Carrier Codes

	 	New/Renew Free Carrier Codes
	 
	 	 
	Monthly Billing Codes

	 	New/Renew Monthly Billing Codes
	 
	 	 
	New 3/6/12 Month Codes

	 	New codes broken down into specific Term
categories. Note: These numbers do not include
Free Carrier Codes and Monthly Billing codes






133









 





Pursuant to 17 CFR 240.24b-2, confidential information has been omitted in places marked “[* * *]”
and has been filed separately with the Securities and Exchange Commission pursuant to a
Confidential Treatment Application filed with the Commission.




Amended and Restated Common Short Code License Agreement




	 	 	 
	Field Name	 	Description
	Daily Total New 3/6/12 Month Codes

	 	Total daily New code activity. Note: These
numbers do not include Free Carrier Codes and
Monthly Billing codes
	 
	 	 
	Renew 3/6/12 Month Codes

	 	Renew codes broken down into specific Term
categories. Note: These numbers do not include
Free Carrier Codes and Monthly Billing codes
	 
	 	 
	Daily Total Renew 3/6/12 Month Codes

	 	Total daily Renew code activity. Note: These
numbers do not include Free Carrier Codes and
Monthly Billing codes
	 
	 	 
	Approved Total

	 	Total daily new and Renew Approved
codes. Note: These numbers do not include Free Carrier Codes
but do include Monthly Billing codes
	 
	 	 
	Growth Month Over Month

	 	New and Renewal code’s growth current month
compared to last month
	 
	 	 
	Vs. Same Month Last Year

	 	New and Renewal code’s growth current month
compared to same month last year
	 
	 	 
	Aged On This Month

	 	Number of codes that “Aged Off” in this Month.
These are codes that reached 60 days past
expiration date and the codes are now available
to the public
	 
	 	 
	Total Codes Managed (Month)

	 	Total number of “Approved” codes in CSCA for the
month. These codes that have not reached
expiration date.
	 
	 	 
	Total Codes Managed Month Over Month

	 	Total number of “Approved” codes in CSCA current
month compared to last month. These codes that
have not reached expiration date.
	 
	 	 
	Total Codes Managed vs. Same Month Last Year

	 	Total number of “Approved” codes in CSCA current
month compared to same month last year. These
codes that have not reached expiration date.






IV. CSCA SLA Quarterly Report




     Commencing in the fourth quarter of 2008 (for the results obtained in the
third quarter of 2008), A quarterly report regarding the Service Levels set forth in Exhibit F
will be provided to the CTIA by the fifteenth day of the month following the end of the calendar
quarter. Licensee will provide both the SLA data and the SLA formula applied to such data. Such
report shall also contain information on the start, stop, and interval period for all downtimes for
the following SLAs: SLA-1 (CSC Registry Website Availability), SLA-2 (CSC Registry Database



134









 




Pursuant to 17 CFR 240.24b-2, confidential information has been omitted in places marked “[* * *]” and has been filed separately with the Securities and Exchange Commission pursuant to a Confidential Treatment Application filed with the Commission.




Amended and Restated Common Short Code License Agreement



Availability), SLA-3 (Regular Planned Maintenance), and SLA-4 (Extended Planned Maintenance).




	 	 	 	 	 
	Field Name	 	Description	 	Value
	SLA

	 	List the specific CSCA
services according to
the CSCA SLA as
outlined in the master
contract.
	 	o   SLA — 1 CSCA Registry Website Availability

o   SLA — 2 CSC Registry Database Availability

o   SLA — 3 Regular Planned Maintenance

	 

	 	 	 	o   SLA — 4 Extended Planned Maintenance

	 

	 	 	 	o   SLA — 5 Application Confirmation

	 

	 	 	 	o   SLA — 6 Carrier Notification

	 

	 	 	 	o   SLA — 7 Customer Support Calls during Business Hours

	 

	 	 	 	o   SLA — 8 Customer Support Calls outside of Business Hours
	 

	 	 	 	o   SLA — 9 Email Inquiries
	 
	 	 	 	 
	Measurement

	 	Lists the SLA
measurements according
to the CSCA SLA as
outlined in the master
contract.
	 	o   99.999%

o   99.90%

o   8 hours per calendar month

o   18 hours per calendar quarter

o   99% within 60 minutes

o   99% within 1 business day

o   95% within 2 Business Hours

o   95% within next Business Day

o   90% within 2 Business Hours
	 
	 	 	 	 
	Month/Year

	 	List the actual
performance
measurement by
Month/Year for each
given SLA item
	 	Free-Form Text
	 
	 	 	 	 
	Comment

	 	If a specific SLA was
not met or
	 	Free-Form Text






135









 





Pursuant to 17 CFR 240.24b-2, confidential information has been omitted in places marked “[* * *]” and has been filed separately with the Securities and Exchange Commission pursuant to a Confidential Treatment Application filed with the Commission.




Amended and Restated Common Short Code License Agreement




	 	 	 	 	 	 	 
	Field Name	 	Description	 	Value
	 

	 	there was a
planned outage, the
reason and length or
number of misses will
be outlined






V. Additional Reports.




     In addition, Registry may make available customized reports to CTIA and participating Carriers
as the Parties mutually agree pursuant to Article 9 of the Agreement.




136











 




Pursuant to 17 CFR 240.24b-2, confidential information has been omitted in places marked “[* * *]” and has been filed separately with the Securities and Exchange Commission pursuant to a Confidential Treatment Application filed with the Commission.




Amended and Restated Common Short Code License Agreement




EXHIBIT H TO THE




COMMON SHORT CODE ADMINISTRATION AGREEMENT




Description of 2007 Audit




NeuStar, Inc.

Listing of deliverables to Calibre

2007 Agreed Upon Procedures




Below is a list of deliverables provided to Calibre for the agreed upon procedures performed by
Calibre for 2007:


•    [* * *]


•    [* * *]


•    [* * *]


•    [* * *]


•    [* * *]


•    [* * *]


•    [* * *]


•    [* * *]


•    [* * *]


•    [* * *]


•    [* * *]


•    [* * *]


•    [* * *]


•    [* * *]



Most of above data was provided to Calibre on or about December 19th. On December
19th, NeuStar personnel met with Calibre for an on-site meeting to review and discuss
the data provided. This meeting took approximately five hours. Attendees to the meeting were:





	 	•	 	NeuStar






	 	o	 	Vice President, Finance – Corporate Controller
	 
	 	o	 	Senior Director, Billings & Collections





137









 




Pursuant to 17 CFR 240.24b-2, confidential information has been omitted in places marked “[* * *]” and has been filed separately with the Securities and Exchange Commission pursuant to a Confidential Treatment Application filed with the Commission.




Amended and Restated Common Short Code License Agreement





	 	o	 	Manager, Billing & Collections
	 
	 	o	 	Director, Internal Audit
	 
	 	o	 	Vice President, Mobile Business Management
	 
	 	o	 	Senior Marketing Analyst, Mobile Business Management
	 
	 	o	 	Senior Manager, Software Engineering
	 
	 	o	 	Vice President, Operations






	 	•	 	Calibre representatives




As part of the on site meeting, NeuStar allowed a conference call between E&Y and Calibre whereby
E&Y confirmed NeuStar’s Internal Audit’s assessment regarding the internal control environment for
the CSC process.



While January through November was provided in 2007, CTIA has the right to review records and
controls described in this Exhibit H for December 2008, at no additional cost, but in accordance
with Section 4.4.1 of the Agreement, at a time to be mutually agreed; provided, however, that such
records shall not include Registry internal or external audit work papers.




138









 







Pursuant to 17 CFR 240.24b-2, confidential information has been omitted in places marked “[* * *]” and has been filed separately with the Securities and Exchange Commission pursuant to a Confidential Treatment Application filed with the Commission.




Amended and Restated Common Short Code License Agreement




EXHIBIT I TO THE




COMMON SHORT CODE ADMINISTRATION AGREEMENT




Description of the Processes for SAS 70 Type II and AUP Reports




Common Short Codes Agreed Upon Procedures (AUP)



The CTIA AUP will cover the period from January 1, 2009 through December 31, 2009. The AUP will
assist CTIA and NeuStar, the users of the AUP report, in determining that the amounts paid to CTIA
from NeuStar were in accordance with Agreement.




Common Short Codes SAS 70 Type II Processes



The CTIA SAS 70 report will cover the period from January 1, 2009 through September 30, 2009.  In
addition, NeuStar will provide a negative assurance letter stating whether or not any changes were
made to the control environment from October 1, 2009 through December 31, 20091. The SAS
70 report will include “Information Provided by Service Auditor” section which will include
specific controls and the nature, timing, extent, and results of the test. The auditor will express
an opinion on (1) whether NeuStar’s description of controls surrounding CSCs present fairly, in all
material respects, the relevant aspects of NeuStar’s controls that had been placed in operation as
of January 1, 2009 to September 30, 2009, (2) whether the controls were suitably designed to
achieve specified control objectives, and (3) whether the controls that were tested were operating
with sufficient effectiveness to provide reasonable, but not absolute, assurance that the control
objectives were achieved during above period. Per our discussion from April 2nd
conference call below are preliminary high level processes which will be covered during SAS 70 Type
II audit.






 




			
	1	 	The 2009 report will cover January 1, 2009 through
September 30, 2009; a negative assurance letter from NeuStar will be issued for
the period October 1, 2009 through December 31, 2009. For each subsequent
year, Registry shall ensure that the SAS 70 Type II Report will cover a twelve
month period, from October to September. For example the SAS 70 for 2010 will
include the period from October 1, 2009 through September 30, 2010.





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Pursuant to 17 CFR 240.24b-2, confidential information has been omitted in places marked “[* * *]” and has been filed separately with the Securities and Exchange Commission pursuant to a Confidential Treatment Application filed with the Commission.




Amended and Restated Common Short Code License Agreement




	 	 	 	 	 	 	 	 	 
	 

	 	 	1.	 	 	[* * *]
	 	 
	 
	 

	 	 	2.	 	 	[* * *]	 	 
	 
	 

	 	 	3.	 	 	[* * *]	 	 
	 
	 

	 	 	4.	 	 	[* * *]	 	 
	 
	 

	 	 	5.	 	 	[* * *]	 	 
	 
	 

	 	 	6.	 	 	[* * *]	 	 
	 
	 

	 	 	7.	 	 	[* * *]	 	 
	 
	 

	 	 	8.	 	 	[* * *]	 	 
	 
	 

	 	 	9.	 	 	[* * *]	 	 
	 
	 

	 	 	10.	 	 	[* * *]	 	 
	 
	 

	 	 	11.	 	 	[* * *]	 	 
	 
	 

	 	 	12.	 	 	[* * *]	 	 
	 
	 

	 	 	13.	 	 	[* * *]	 	 
	 
	 

	 	 	14.	 	 	[* * *]	 	 
	 
	 

	 	 	15.	 	 	[* * *]2	 	 
	 
	 

	 	 	16.	 	 	[* * *]	 	 








 




			
	2	 	[* * *]




140









 









Pursuant to 17 CFR 240.24b-2, confidential information has been omitted in places marked “[* * *]” and has been filed separately with the Securities and Exchange Commission pursuant to a Confidential Treatment Application filed with the Commission.




Amended and Restated Common Short Code License Agreement




EXHIBIT J TO THE




COMMON SHORT CODE ADMINISTRATION AGREEMENT




Branding and Website Guidelines




     These guidelines are intended to provide branding guidance and support for management and
development of the CSCA Website.



     The navigation, types of content, branding, and look & feel of the CSCA Website as of May 2008
reflect the preferred standard for the CSCA Website, and any changes that substantially deviate
from that standard the must be approved in writing by CTIA. A non-exclusive list of requirements
follows below:



Colors:





The overall color scheme of the CSCA Website will be red, black, and grey. The CSCA Website
will use the color codes listed below when possible, or when not possible, similar colors
that are as close as possible. The objective of color choice will be to maintain a
consistent color scheme, while matching the color to image rendition on a typical user’s
screen settings. These settings can also vary depending on the shading and depth of images.
Additional colors may be used to enhance user experience. However the colors listed below
will be used to maintain a consistent overall look and feel, and must be used as a basis in
designing additional web pages.





Red:

pantone = 1807C

CMYK = 0 100 96 28

RGB = 181 18 27



Gray (this is the gray that is the background on the website):

CMYK = 70 64 63 61

RGB = 48 48 48



Black:




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Amended and Restated Common Short Code License Agreement



CMYK = 0 0 0 100

RGB = 0 0 0




Logos:





The CTIA logo and the NeuStar logo will appear on every page of the site. The size of the
CTIA logo will always be at least as large as the closest NeuStar logo. Wherever possible,
the CTIA logo will be placed immediately above or to the left of the NeuStar logo.



Branding:





Logos shall not be positioned or used in such a manner as to imply that non-CSCA materials,
including, but not limited to, goods, services, websites, or publications, are endorsed or
licensed by the CSCA. Logos shall not be used in a manner that would disparage the CSCA or
its products or services.



Articles and Resources:





Registry may post on the resource center current content and news from reputable trade
magazines, national magazines, analyst publications, reputable bloggers, analysts, and
industry thought leaders. Any content not generated or provided by Registry or CTIA will be
linked to the original source. These postings will positively promote Common Short Codes.



Emails to CSC Users.





Service emails to registrants and applicants of CSCs, application providers, aggregators,
and/or content providers will conform to the color, branding, and image guidelines stated
above for the CSCA Website. Except as authorized in Exhibit K, Service emails may not
contain any marketing materials unless CTIA gives prior written approval.



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Amended and Restated Common Short Code License Agreement




EXHIBIT K TO THE




COMMON SHORT CODE ADMINISTRATION AGREEMENT




Guidelines and Specifications for

Site Advertising and Marketing and Data Usage Consent




1. Advertisement and Opt-In Placement.




     Commencing on January 1, 2009, Licensee may place advertisements that contain links to Related
Services provided by Licensee (“Advertisements”) on the pages listed in Table K-1 below, provided
that such Advertisements must meet the requirements in Table K-3.



Table K-1: Pages on Which Licensee May Place Advertisements.




	 	 	 
	Page Title	 	URL
	[* * *]

	 	[* * *]
	[* * *]

	 	[* * *]
	[* * *]

	 	[* * *]






     Commencing on January 1, 2009, Licensee may place opt-in consent mechanisms on the pages
listed in Table K-2 below, provided that such opt-ins must meet the requirements in Table K-4.



Table K-2: Pages on Which Licensee May Place Opt-Ins.




	 	 	 
	Page Name	 	Description
	[* * *]

	 	[* * *]
	[* * *]

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






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Amended and Restated Common Short Code License Agreement




     The pages listed in Tables K-1 and K-2 above are exclusive. Unless Licensee receives prior
written approval from CTIA, Licensee shall not place any Advertisements on pages not listed in
Table K-1 above and shall not place any opt-ins on pages not listed in Table K-2 above.



2. Advertisement Requirements and Specifications.




     All Advertisements placed on the CSCA Website by Licensee must comply with the requirements in
Table K-3 below.



Table K-3: Advertisement Requirements and Specifications




	 	 	 
	1.

	 	Advertisements must consist solely of text and/or static,
non-animated images.
	 
	 	 
	2.

	 	Advertisements shall not exceed 190 pixels in width and 95
pixels in height.
	 
	 	 
	3.

	 	Advertisements shall only appear in the left rail of a page, and
the right edge of an Advertisement shall not overlap with the
left edge of the content of the page.
	 
	 	 
	4.

	 	On pages with a left side navigation panel, Advertisements will
only appear below the navigation panel and will not exceed the
width of the navigation panel.
	 
	 	 
	5.

	 	The top edge of an Advertisement shall not be within 400 pixels
of the top edge of the page.
	 
	 	 
	6.

	 	All hyperlinked URLs must open in a new browser window.
	 
	 	 
	7.

	 	All Advertisements must clearly identify Licensee as the
provider of the Related Service.
	 
	 	 
	8.

	 	Advertisements shall only advertise Related Services for which
the customer will have a direct customer relationship with
Licensee. Licensee shall not place any Advertisement for any
third party or any Licensee service that is not a Related
Service






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Amended and Restated Common Short Code License Agreement




	 	 	 
	 

	 	without the express written consent of CTIA.
	 
	 	 
	9.

	 	Advertisements shall not contain any misleading elements,
including misleading text, content that creates a false
impression regarding the party offering the Related Service,
content that creates a false impression that the Related Service
is endorsed or approved by CTIA or any third party, or any faux
functionally.
	 
	 	 
	10.

	 	Hyperlinks in Advertisements must result in a conspicuous notice
that clearly indicates that the CSC Service User or Visitor has
left the CSCA Website and that Licensee is offering a Related
Service. This notice shall take the form of a pop-up button, an
intermediate notification page, or conspicuous notice on the
landing page.
	 
	 	 
	11.

	 	Advertisements shall not contain any obscene, vulgar, or
distasteful text or images.
	 
	 	 
	12.

	 	All Advertisements must be clearly differentiated from the
content and functionality of the CSCA Website by appearance,
color scheme, and a border that completely surrounds the content
of the Advertisement.
	 
	 	 
	13.

	 	Only one Licensee Advertisement shall appear on any page at any
one time.
	 
	 	 
	14.

	 	CTIA shall place advertisements for itself or, subject to
section 6.12.7 of the Agreement, any third party on the CSCA
Website in its sole discretion. The requirements in this Table
K-3 will not apply to CTIA advertisements.
	 
	 	 
	15.

	 	Subject to the preceding requirements and section 6.12.7, the
specific placement of Licensee Advertisements, and any other
advertisements, will be in CTIA’s sole discretion.
	 
	 	 
	16.

	 	Licensee shall not refer to itself as the common short code
registry or licensee of the registry in any Advertisement.






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Amended and Restated Common Short Code License Agreement




	 	 	 
	17.

	 	Advertisements must not contain any
opt-ins, but an
Advertisement shall link to a site that contains a request for
an opt-in to the use of Licensed User Data.
	 
	 	 
	18.

	 	Licensee shall not place any Advertisements for services that
compete with the Registry Services, any services offered by the
CSCA pursuant to this Agreement, or any services otherwise
offered by CTIA, as disclosed by CTIA to Licensee from time to
time. Such CTIA services include: trade shows, the spectrum
clearinghouse offered by CTIA, certification programs that CTIA
conducts, and wireless industry metrics and data surveys
performed by CTIA. Licensee must receive prior approval from
CTIA before placing any Advertisements that mention trade shows
that compete with trade shows offered by CTIA.






3. Marketing and Data Usage Opt-In Requirements.




     The requirements in Table K-4 below govern the marketing consent required by Section 6.12.2 of
the Agreement:



Table K-4: Marketing Opt-In Requirements




	 	 	 
	1.

	 	Requests to opt-in to receive marketing information may be placed
on any page listed in Table K-1 above.
	 
	 	 
	2.

	 	Licensee shall not use any pre-checked opt-in checkboxes to give
consent for Marketing.
	 
	 	 
	3.

	 	All opt-ins on the CSCA Website for consent to send marketing
materials must contain the following language, or something
substantially similar thereto: “Please check here to receive
marketing and other information regarding related services from
the CSCA, CTIA, and carefully selected business partners, with
whom the CSCA may share such information.”
	 
	 	 
	4.

	 	Licensee will create a page in the Account Management section of
the CSCA Website that will contain functionality that allows an
email






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Amended and Restated Common Short Code License Agreement




	 	 	 
	 

	 	recipient to opt-out of receiving CSCA information and/or
marketing material for Related Services. Licensee will bear all
costs and expenses necessary to add this functionality.
	 
	 	 
	 

	 	Because the specific design of this page is not available as of
the Effective Date, the Parties agree to the following procedures
to create the page:
	 
	 	 
	 

	 	(1) Licensee will design and send to CTIA a mockup page and a
detailed description of the page and opt-out system
functionality.
	 
	 	 
	 

	 	(2) CTIA will review the mockup and description and will provide
comments and objections, if any, to Licensee within ten (10)
Business Days of receipt.
	 
	 	 
	 

	 	(3) The Parties will cooperate to mutually agree on the final
design of the page and description of the opt-out system
functionality.
	 
	 	 
	 

	 	The opt-in placements permitted by this Exhibit K shall not be
available until this page is completed, but both Parties will
work in good faith to agree on a mutually agreeable design and
description.
	 
	 	 
	5.

	 	Every marketing email send by Licensee for Related Services must
contain a link to a page on which the recipient may opt out of
receiving marketing materials from Licensee.






     The requirements in Table K-5 below govern the data usage consent required by Section 6.12.2
of the Agreement:



Table K-5: Data Opt-In Requirements




	 	 	 
	1.

	 	All opt-in requests must clearly indicate the nature of the
consent being given.
	 
	 	 
	2.

	 	All opt-in requests for the use of Licensed User Data will
clearly indicate that consent is being given to NeuStar, Inc.,
acting in its






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Amended and Restated Common Short Code License Agreement




	 	 	 
	 

	 	capacity as a provider of Related Services.
	 
	 	 
	3.

	 	Opt-in requests for the use of Licensed User Data shall take the
form of a checkbox or equivalent. A link to Licensee’s privacy
policy will be placed on any page on which such an opt-in
appears.
	 
	 	 
	4.

	 	Licensee shall not use any pre-checked opt-in checkboxes to give
consent for use of Licensed Data.







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