TO THE GENERAL RESELLER RESPONSIBILITIES THAT ARE SET
FORTH IN ATTACHMENT D TO THIS AGREEMENT (WHICH IS HEREBY INCORPORATED BY
REFERENCE), AETHER SYSTEMS AGREES, WITH RESPECT TO ITS RESELLING OF ELINK (SM)
AND BLACKBERRYTM BY MOTIENT:
(I)
TO PROVIDE ITS OWN INTERNET DOMAIN FOR E-MAIL CONNECTIVITY FOR
END-USERS REGISTERED BY AETHER SYSTEMS;
(II)
TO BE RESPONSIBLE FOR END USER REGISTRATION AND FOR PROVIDING
MOTIENT WITH THE FOLLOWING INFORMATION FOR EACH END USER REGISTERED BY AETHER
SYSTEMS:
BIN number, LLI number, and Internet mail address, which Motient agrees it will
treat in accordance with Motient's published privacy policies applicable to its
customers and end users of its network and Services, as in effect horn time to
time.
(III)
WITH RESPECT TO AETHER SYSTEMS' REMARKETING OF BLACKBERRYTM BY
MOTIENT, TO COMPLY WITH ALL OF THE TERMS AND CONDITIONS IMPOSED BY RESEARCH IN
MOTION LIMITED ("RIM") THAT ARE APPLICABLE TO RESELLERS AND SUB-RESELLERS OF
SUCH SERVICE, INCLUDING, BUT NOT LIMITED TO, THE USE AND REPRODUCTION OF
3
RIM TRADEMARKS, SERVICE MARKS AND LOGOS.
THE CURRENT VERSION OF SUCH BRANDING
GUIDELINES ARE ATTACHED TO THIS AGREEMENT AS ATTACHMENT E.
SUCH GUIDELINES MAY
CHANGE FROM TIME TO TIME; MOTIENT WILL USE ITS BEST EFFORTS TO FORWARD PROMPTLY
TO AETHER SYSTEMS COPIES OF ANY REVISIONS TO SUCH GUIDELINES THAT MOTIENT
RECEIVES FROM TIME TO TIME FROM RIM.
(C)
IN THE PERFORMANCE OF ITS RIGHTS AND OBLIGATIONS UNDER THIS
AGREEMENT, AETHER SYSTEMS MAY AT ITS OPTION ENTER INTO AGREEMENTS WITH SUBAGENTS
SUBJECT TO THE FOLLOWING:
(I)
SUBAGENTS SHALL BE SUBJECT TO ALL APPLICABLE PROVISIONS OF THIS
AGREEMENT, AND AETHER SYSTEMS SHALL REQUIRE OF ITS SUBAGENTS IN WRITING THAT ITS
SUBAGENTS' ACTIONS ARE IN COMPLIANCE WITH THE TERMS AND CONDITIONS OF THIS
AGREEMENT, AND SHALL BE RESPONSIBLE FOR THE ACTS OR OMISSIONS OF ITS SUBAGENTS
RELATIVE TO THE SERVICE; AND
(II)
AETHER SYSTEMS SHALL PROVIDE MOTIENT UPON REQUEST WITH ANY
FURTHER INFORMATION REGARDING A SUBAGENT THAT MOTIENT REASONABLY DEEMS NECESSARY
TO PERMIT MOTIENT TO ASSURE ITSELF THAT THE PROVISIONS OF THIS SECTION 3(C) ARE
BEING MET; AND
(III)
ACTIONS BY ANY SUBAGENT ABOUT WHICH AETHER SYSTEMS KNEW OR
REASONABLY SHOULD HAVE KNOWN IN ADVANCE THAT RESULT IN A BREACH BY AETHER
SYSTEMS SHALL NOT BE DEEMED TO BE BEYOND THE REASONABLE CONTROL OF AETHER
SYSTEMS; AND
(IV)
AETHER SYSTEMS' PAYMENT ARRANGEMENTS WITH SUBAGENTS SHALL BE THE
SOLE RESPONSIBILITY OF AETHER SYSTEMS AND MOTIENT SHALL HAVE NO RESPONSIBILITY
OR OBLIGATION TO COMPENSATE SUBAGENTS; AND
(V)
WITH RESPECT TO AETHER SYSTEMS' RESALE OF BLACKBERRYTM BY MOTIENT,
THE RESALE OF SUCH SERVICE BY ANY SUBAGENT OF AETHER SYSTEMS MUST BE APPROVED IN
ADVANCE, IN WRITING, BY MOTIENT AND BY RESEARCH IN MOTION; AND
(VI)
MOTIENT RESERVES THE RIGHT TO REQUEST THAT AETHER SYSTEMS
TERMINATE A SUBAGENT'S RIGHT TO MARKET OR PROMOTE THE SERVICE OR SELL OR SERVICE
DATA TERMINALS, WHO HAS VIOLATED THE PROVISIONS OF ITEMS (I), (II), (III) AND/OR
(V) OF THIS PARAGRAPH 3(C).
4.
LIMIT ON AMOUNT OF AIRTIME TO BE PROVIDED
During the term of this Agreement,