EXHIBIT 10.1
*** CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
TELECOM INFORMATION SERVICES AGREEMENT
between
JINGLE NETWORKS, INC.
and
METRO ONE TELECOMMUNICATIONS, INC.
TABLE OF CONTENTS
TELECOM INFORMATION SERVICES AGREEMENT
1
JINGLE NETWORKS, INC.
1
METRO ONE TELECOMMUNICATIONS, INC.
1
1.
DEFINITIONS
1
2.
SERVICES
1
3.
SERVICE STANDARDS
2
4.
INTERFACE AND SUPPORT
2
5.
COMPENSATION
2
6.
TERM
3
7.
MARKETING
3
8.
INTELLECTUAL PROPERTY
3
9.
RECORDS; FINANCIAL INFORMATION
4
10.
COMPLAINTS
5
11.
CONFIDENTIAL INFORMATION
5
12.
INDEMNIFICATION
6
13.
DISPUTE RESOLUTION
7
14.
TERMINATION
7
15.
ASSIGNMENT; BINDING EFFECT
9
16.
SURVIVAL OF OBLIGATIONS
9
17.
INTERPRETATION
9
18.
NOTICES
9
19.
SEVERABILITY
10
20.
INDEPENDENT CONTRACTOR
10
21.
NO THIRD PARTY BENEFICIARIES
10
22.
FORCE MAJEURE
10
23.
LIMITATION OF LIABILITY
11
24.
WAIVER
11
25.
APPLICABLE LAW
11
26.
ENTIRE AGREEMENT
12
27.
AFFILIATES
12
28.
NASD APPROVAL
12
29.
REGISTRATION RIGHTS AGREEMENT
12
EXHIBIT 1
DEFINITIONS
EXHIBIT 2
TELECOM INFORMATION SERVICES TO BE PROVIDED
EXHIBIT 3
SERVICE STANDARDS
EXHIBIT 3A
PROCEDURES MANUAL
EXHIBIT 4
PRINCIPLE SITES FOR PROVISION OF SERVICE
EXHIBIT 5
CALL VOLUME AND COMPENSATION RATES FOR SERVICES
EXHIBIT 6
INVOICE
EXHIBIT 7
FAILURE NOTICE
TELECOM
INFORMATION SERVICES AGREEMENT
THIS TELECOM INFORMATION SERVICES AGREEMENT (this "Agreement") is entered into
as of the 1st day of July, 2006, by and between Jingle Networks, Inc., a
corporation organized under the laws of Delaware ("CUSTOMER"), and Metro One
Telecommunications, Inc., an Oregon Corporation ("Metro One"), (collectively,
"the Parties" and each being a "Party").
WHEREAS, CUSTOMER provides free consumer telephone directory service supported
by advertising;
WHEREAS, METRO ONE PROVIDES CERTAIN TELECOM INFORMATION SERVICES, INCLUDING
DIRECTORY ASSISTANCE AND CERTAIN DATA SERVICES, AS PROVIDED BELOW; AND
WHEREAS, the parties desire that Metro One provide its directory assistance
services to Callers (defined below) routed by CUSTOMER to Metro One.
NOW, THEREFORE, in consideration of the foregoing premises, the mutual covenants
and agreements contained herein, the reliance by each party hereon, and for
other good and valuable consideration, the receipt and sufficiency of which
hereby are acknowledged, the Parties agree as follows:
1.
DEFINITIONS.
For purposes of this Agreement (including the Exhibits), capitalized terms will
have the meanings set forth in Exhibit 1 or as otherwise defined herein or in
other Exhibits.
2.
SERVICES.
a.
Services.
Metro One will provide directory assistance to
Callers as set forth in Exhibit 2 ( the "Services").
b.
Routing of Calls.
At CUSTOMER's expense, CUSTOMER will route,
or cause to be routed, to Metro One calls requiring Services.
Prior to routing
Calls to Metro One, CUSTOMER's automated directory assistance equipment may have
answered the Call, but have been unable to provide the needed directory
assistance.
c.
Preferred Provider.
During the term of this Agreement and
Subject to Exhibit 5, CUSTOMER agrees that Metro One is the Preferred Provider
of CUSTOMER.
CUSTOMER may terminate Metro One's Preferred Provider status at
any time; provided