EX-10.2 9 v064884_ex10-2.htm
US MT BILLED PREMIUM SMS SERVICE ADDENDUM
Addendum Number; 28 April 2005
To a Master Services Agreement dated 19th April 200S between Mobile Messenger and New Motion Inc
Service type: US MT Billed Premium SMS and Trivia Application

2 | Term for Service; Minimum period of 12 months from the Commencement Date (Initial Term), continuing for a twelve [12] month period with automatic renewals of twelve (12] months (Renewal Period). Either party may with ninety [90] days written notice terminate the contract at the end of the Initial Term or then current Renewal Period.

3 | Service Specifications:

(a) Type: Unique Short code(s). 31000
(b) End-user Prices & Short code(s):
(Insert Unique Short Code and applicable tariff]

Short Code |  | Tariff |
31000 |  | $ | 0.99 |

(c) Network Operators available; AT&T, Cingular, T-Mobile and Verizon, Sprint, and Nextel.
(d) Adult content: No. See Exhibit 1, Content Standards.
(e) Service Interface: Select below:

Interface Type
Java API |
SMPP |
Redhoi XML |
HTTP |
MM suplied application | x

(f) Throughput: 2 messages/second
(g) Latency: 30 seconds

4 | Pricing:

(a) Account setup fee: S 1,000
(b) Account support fee; $500
(c) Non premium MT messages: $0.035 per message
(d) Trivia Application No Charge (The Txt Trivia Engine is provided at no additional charge)
(e) Development work for Txt Trivia Customisation,
(i) Hourly Rate : $80 per hour
(ii) All Development work will be conducted with approval and approval.
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5 | Short code pricing:

5.1 | Set Up Cost: $2000 (The code is already provisioned)

5.2 | Monthly Fee: $1000

6 | Initial Payment:

Account setup fee(s), Carrier short code setup fee(s) and first month's Account support fee are due upon signature of this Addendum.

7 | Premium SMS Out Payments

7.1 | Out payments from Mobile Messenger to Customer:

Tariff $0.99
Mobile Messenger agrees to pay-out to New Motion Inc the exact amount paid per carrier per shortcode as from Mobile Messenger's direct supplier less the following service amounts as per the table below:

messages Per Month |  | Fee Per message |  | Plus |
1 - 500 000 |  |  | 3 cents |  | $ | 0 |
501,000 —1,000,000 |  |  | 2 cents |  | $ | 15,000 (includes 500000 messages) |
1,000,001 — 2,000,000 |  |  | 1.5 cents |  | $ | 21,000(includes 1,000,000 message!) |
2,000,001 and above |  |  | 1 cent |  | $ | 40,000 (includes2,000,000 messages) |

7.2 | T-Mobile Ringtone includes non ringtone binaries.

7.3 | Volumes specified in each of the tables at Paragraph 7.1 above are references to numbers of messages sent on that specific Network Operator's US mobile network under this Service Addendum in any given month.

7.4 | All MO messages sent to Short codes will be charged to End-users at their standard rate. There Is no out payment for these messages.

7.5 | Out payments to the Client shall be paid as follows:-

| (a) | Mobile Messenger will notify Client monthly in writing of the out payments due to the Client, as calculated in accordance with Paragraph 7.1 above, based on reports from Network Operators;

| (b) | Client shall invoice Mobile Messenger for the amounts of the out payments which are thus notified by Mobile Messenger; and

| (c) | Mobile Messenger will make payment to the Client of the relevant out payment amounts, subject to the Terms and Conditions, 14 days after receiving payment from the relevant Network Operators for the Premium Rate Messages in respect of which the out payments are payable.

8 | Additional Terms and Conditions

8.1 | "PermittedPremium Rate Services" includes the provision of those Premium Rate Messages described on an Mobile Messenger Client Care Form submitted by Client and approved by Mobile Messenger, such approval not to be unreasonably withheld.

Client agrees to abide by all applicable terms end conditions of Network Operators as notified in writing by Mobile Messenger from time to time.

8.3 | End-users of Verizon arc be charged $0.02 per received MT message (whether premium or non-premium), and Client will notify End-users of this in accordance with Paragraph 3.5(c) of Schedule 2, Premium SMS Terms and Conditions, of the Master Service Agreement.

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8.4 | Monthly recurring Account Service charge is invoiced on the first of each month beginning the first month from the date of first carrier activation.

8.5 | Mobile Messenger may add service through additional carriers in its sole discretion from time to time. Client will be notified of message rates for such additional carriers by rate card. However, in its sole discretion, Mobile Messenger may require Client to pay the actual set-up fees attributable to Client's services which Mobile Messenger is charged by such additional carrier(s).

8.6 | Each service order form entered in connection with this Addendum is part of this Addendum and is incorporated herein by reference. In the event of a conflict between this Addendum and a service order form, the terms of this Addendum shall control.

9 | Test code 28444 ($0.30 tariff) Terms and Conditions

9.1 | Upon Client request, Mobile Messenger will provide Client with a shared test code with an associated Keyword.

9.2 | Mobile Messenger will provide Client with one Keyword. Keyword will be chosen by Mobile Messenger,

9.3 | The test code will be available to Client until live short code is setup on at least one carrier.

9.4 | The tariff on test code 28444 is 50.30. No out payments are made by Mobile Messenger to Client for traffic genera te d on test short code.

9.5 | Non-premium MT messages will be charged in accordance with Paragraph 4,

|  |  | New Motion Inc
Mobile Messenger Pty Ltd. |  |  |
|  |  | 4/28/05
Signature and Date |  | Signature and Date
Steve Taylor |  | by: | /s/ Scott Walker
Printed Name and Title |  |  | Printed Name and Title

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Exhibit 1 Content Standards
Operators reserve the right to prohibit any content they deem to be offensive or in violation of their standards. Adult text content of any sort is not allowed by US Operators. This includes use of sexually explicit or implicit terms about activities, profanities, slang for body parts, states of arousal, or sexual desires and intent.
Images prohibition includes anything sexual in nature. "Swimsuit" type images may be approved, any nudity, sexual posing or implications will be rejected.
Operator Specific Prohibition Requirements:
Verizon Wireless -:
Alcoholic beverage-related (i.e., beer, wine, liquor, etc.)
Tobacco-related (cigarettes. cigars, pipes, chewing tobacco, etc.)
Guns/weapons-related (firearms, bullets, etc.)
Illegal drugs-related (marijuana, cocaine, etc.)
Pornographic-related (i.e., adult themes, sexual content, etc.)
Crime-related (i.e., organized crime, notorious characters, etc.)
Violence-related (i.e. certain games, etc.)
Death-related (i.e., funeral homes, mortuaries, etc.)
Gambling-related (i.e., casinos, lotteries, etc.)
Hate-related (i.e., racist organizations, etc.)
Involves unauthorized or unapproved use of Verizon Wireless' intellectual property Involves a copy or parody of current or past Verizon Wireless products or services
Competitor-related (i.e., providers of telecommunications services other than Verizon Wireless or its Affiliates, providers of comparison shopping for telecommunications services, etc.) related (Le., racist organizations, etc.)
Involves a copy or parody of current or past Verizon Wireless products or services
Involves an implied affiliation, association or endorsement by, or favored status with, Verizon Wireless.
AT&T - Harassing, defamatory, libellous, abusive, threatening, obscene, coercive or objectionable are not allowed.
Cingular - Customer is responsible to ensure messages do not constitute Unsuitable Content. Cingular or its affiliated agent may review all Customer Content prior to its delivery to its delivery to Subscribers. Cingular may reject any Customer Content in its sole discretion.
T-Mobile •
1 . Company and Third Party Providers will not send any Messages via the T-Mobile Network that include characters other than those included in the then-current T-Mobile SMPP character set.
2. Company and Third Party Providers are responsible for all Content and materials included in the Services and any and all Messages distributed in connection therewith, and Company and Third Party Providers will ensure that all such Content and materials do not and will not contain any material that;

| (a) | is unlawful, obscene, or defamatory or violates any intellectual Property Rights or any other rights of any third party;

| (b) | facilitates any illegal activity:

| (c) | contains any sexually explicit content or images;

| (d) | is false, misleading, or likely to mislead or deceive (including, without limitation, information relating to the source or the author of the message); or

| (c) | promotes violence, discrimination, or illegal activities.

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