Schedule 1 to Intermodal Ported TN Identification Service Agreement

Pricing

As set forth in the Intermodal Ported TN Identification Service Agreement (“Agreement”) between Customer and Neustar, Customer hereby agrees to pay Neustar in accordance with this Schedule 1 (Pricing).

1. Definitions

Unless otherwise provided in the Agreement, the following terms and phrases are defined as set forth immediately below.

An “affiliate” means, with respect to a specified entity, any other entity that, directly or indirectly, controls, is under common control with, or is controlled by such specified entity, whereby “control” and its derivatives means legal, beneficial or equitable ownership, directly or indirectly, of more than fifty percent (50%) of the outstanding voting capital stock (or other ownership interest, if not a corporation) of an entity, or actual managerial or operational control over such an entity.

A “database” refers to a single aggregation of data records or files containing the Intermodal Ports that make up the Service. By way of clarification, the use of multiple applications to access the data provided as part of the Service as a single database does not necessarily constitute “multiple” databases.

A “Direct Customer” is a Customer having executed an Intermodal Ported TN Identification Service Agreement who uses the files containing the Intermodal Ports for it to avoid engaging in conduct prohibited by the TCPA.

A “Reseller Customer” is a Customer having executed an Intermodal Ported TN Identification Service Agreement that discloses, sells, assigns, leases or otherwise provides to a third party the Intermodal Ports, or any part thereof, in accordance with Section 4.3 (Limited Resale Right) of the Agreement, so that such third party can itself avoid engaging in conduct prohibited by the TCPA.  A Reseller Customer may not provide any part of the data comprising the Service to a third party unless that third party is a Second Tier Customer (as defined below).

A “Second Tier Customer” is a Customer having executed an Intermodal Ported TN Identification Service Agreement that receives Intermodal Ports, or any part thereof, from a Resale Customer having executed an Intermodal Ported TN Identification Service Agreement, in accordance with Section 4.3 (Limited Resale Right) of the Agreement, so that Customer can itself avoid engaging in conduct prohibited by the TCPA. A Second Tier Customer is also known as a “subaccount” of a Reseller Customer.

2. Subscriptions

Unless otherwise expressly provided herein, Service fees are the responsibility of the Customer and apply to each database provisioned by the Customer. A separate subscription is required to provision data from the Service to additional databases.

Rights to the Service are limited to the Customer, and do not extend to Customer's affiliates, except as otherwise expressly set forth herein. Therefore, and subject to definitions Paragraph 1 above and the clarifications in Paragraph 5 below, if a Customer's affiliate desires access to the Intermodal Ports, each affiliate must qualify for the Service and execute a separate Intermodal Ported TN Identification Service Agreement.

3. Fees

(a) Direct Customer

In exchange for the limited right to obtain Service directly from Neustar, a Direct Customer (defined above) shall pay to Neustar a non-refundable fee per database provisioned equal to One Thousand Four Hundred Dollars (US$1,400) for a one (1) year subscription term to the Service (a “Direct Subscription Fee”).

(b) Reseller Customer

In exchange for the limited right to disclose, sell, assign or lease the Intermodal Ports, or any part thereof, that constitute the Service received from Neustar, a Reseller Customer shall pay to Neustar both a non-refundable annual fee per database provisioned equal to One Thousand Four Hundred Dollars (US$1,400) for each one (1) year subscription term (a “Resale Subscription Fee”) and Nine Hundred Dollars (US$900) per one (1) year subscription term for each Second Tier Customer (defined above), to whom Reseller Customer discloses, sells, assigns, or leases the Intermodal Ports, or any part thereof in accordance with the Agreement (a “Resale Customer Subscription Fee”). Reseller Customer (and not the Second Tier Customer) is responsible for payment of each of the aforementioned fees.

(c) Second Tier Customer

A Second Tier Customer (defined above) has the right to receive the Service (e.g., the Intermodal Ports) from a Reseller Customer only if it has executed an Intermodal Ported TN Identification Service Agreement. That Second Tier Customer's payment obligations, if any, are set forth in its agreement with the Resale Customer. That is, this Pricing Schedule does not impose a fee upon Second Tier Customers that is due to Neustar.

(d) Liquidated Damages

In the event that Customer commits a material breach of any obligation under the Agreement, Customer shall pay to Neustar as liquidated damages an amount equal to five (5) times the fees applicable for the then current one (1) year subscription fee for each instance of a violation of the Agreement.

4. Conversion of Second Tier Customer to Direct Customer

In the event a Reseller Customer’s Intermodal Ported TN Identification Service Agreement expires or is otherwise terminated, the Second Tier Customer serviced by that Reseller Customer may upon written notice to Neustar elect one of the following with respect to the remaining Term of the Second Tier Customer:

  1. Second Tier Customer may elect to become a subaccount of another Reseller Customer.  However, the Second Tier Customer shall be liable to the Reseller Customer for any and all fees that the new Reseller Customer may require.
  2. Second Tier Customer may elect to become a Direct Customer. However, as a condition for becoming a Direct Customer, the Second Tier Customer shall pay to Neustar the Direct Subscription Fee set forth above for the entire Term minus the amount of the Resale Subscription Fee that the Reseller Customer actually paid to Neustar with respect to the Direct Customer (i.e., as a subaccount) prior to converting to a Direct Customer.

5. Clarifications

(a) Applications and Databases

If a Customer (a) provisions data from the Service to a single database and (b) allows multiple entities to access the data from the Service in such a database, then such Customer is a Reseller Customer, and its customers receiving the Service (including the data elements comprising the Service) from such Customer are Second Tier Customers, as these terms are defined above.

(b) List Scrubbers

A Customer (e.g., a list scrubber/vendor) that uses the list of Intermodal Ports to manipulate a third party’s list of telephone numbers is a Reseller Customer for the purposes of this Pricing Schedule.  If a Customer merely discloses to its own customers the results of telephone calls it actually makes on behalf of its own customers (e.g., to generate leads, develop survey results, obtain applications for products/services, etc…), including the associated telephone numbers for those results, then such a Customer is a Direct Customer (as defined above), and not a Reseller Customer (as defined above).

(c) Wholly-Owned Subsidiaries

A Customer that is a holding company may scrub wireless telephone numbers from lists it receives from its affiliate without implicating a resale only if such affiliate is a wholly-owned subsidiary (100% owned) of Customer and the scrubbing does not otherwise entail a disclosure of the Intermodal Ports list. In such a circumstance, the Customer (e.g., the holding company) is deemed a Direct Customer, and not a Reseller Customer, and the affiliated subsidiary is not deemed a Second Tier Customer as defined above.

(d) Reseller Customers and Second Tier Customers

In providing the Service, both Neustar and each Reseller Customer will necessarily have executed agreements with common customers of each. That is, Neustar is required to enter into agreements with both the Reseller Customer's own customer (i.e., the Second Tier Customer) and Reseller Customer is required to enter into its own agreement with the Second Tier Customer.

Because Neustar is required to enter into an agreement with the Second Tier Customer, Neustar cannot recognize a Reseller Customer's execution of such an agreement on behalf of the Second Tier Customer UNLESS the Second Tier Customer provides Neustar with a written letter of agency executed by the Second Tier Customer specifically appointing Reseller Customer as it agent for the purpose of executing the agreement.

(e) Unauthorized Access and Use

Access to, use of, and resale of the such data is permitted only in accordance with Article 4 of the Agreement, as further restricted in Articles 5, 6, 10, and 11, as well as this Schedule.

In accordance with the requirements of the Agreement, a Customer may not provide any part of the Service (including the Intermodal Ports) to a third party unless and until

  1. such third party executes, as a Second Tier Customer, an Intermodal Ported TN Identification Service Agreement with Neustar,
  2. Customer registers with Neustar as a Reseller Customer,
  3. Reseller Customer identifies such third party as its Second Tier Customer, and
  4. Reseller Customer pays to Neustar all applicable fees set forth in Section 3(b) above (e.g., the Reseller Subscription Fee and the Resale Customer Subscription Fee(s)).

As provided in Section 5.1 of the Agreement, the data provided as part of the Service is Confidential Information to and the exclusive property of the United States telecommunications carriers that provided that data to the regional Number Portability Administration Centers administered by Neustar. Therefore, Neustar does not, and cannot, make any representations or warranties concerning such data.

Failure to comply fully with the Agreement may result in suspension and/or termination of the Service and/or the Agreement in accordance with Article 7 of the Agreement, subject additionally to the third party beneficiary rights afforded under Section 14.10 of the Agreement to the North American Portability Management LLC, the entity recognized by the U.S. Federal Communications Commission to represent the interests of the telecommunications service providers that own and provided the Intermodal Ports.

6. Audit Rights

During the term of the Agreement and for one (1) year thereafter, if Neustar has a commercially reasonable basis to believe Customer's access, receipt, use and/or disclosure of the Service and/or the Intermodal Ports is unauthorized or otherwise in violation of the terms of the Agreement, upon fourteen (14) days’ prior written notice to Customer, which notice shall include a detailed explanation of such violation, Neustar may (not more than twice in any calendar year) cause an audit by a reputable and independent third party auditor, at the expense of Neustar, of Customer's access, receipt, use and disclosure of the Service and/or Intermodal Ports, but not more than twice in any one calendar year, for the sole purpose of confirming compliance with the terms and conditions of the Agreement, including this Schedule 1 (Pricing). As part of any such audit, Customer shall, subject to reasonable security, confidentiality restrictions, and mutually-acceptable scheduling requirements, provide to Neustar and its designees reasonable access to: (a) relevant Customer's staff, and (b) such books, records and other supporting documentation specifically relating to Customer's access, receipt, use and disclosure of the Service and/or Intermodal Ports.

Customer:

____________________________		 Neustar, INC.    


  By:		 ____________________________   By: ____________________________  
  (Signature)   (Signature)  
 

Printed Name:		   ____________________________   Printed Name:   ____________________________  
 

Title:		   ____________________________   Title:   ____________________________  
 

Date:		   ____________________________   Date:   ____________________________  
         

(Revised 4/20/09)