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- \begin{verbatim}
- DIGIUM GENERAL PEERING AGREEMENT (TM)
- Version 1.0.0, September 2004
- Copyright (C) 2004 Digium, Inc.
- 445 Jan Davis Drive, Huntsville, AL 35806 USA
- Everyone is permitted to copy and distribute complete verbatim copies
- of this General Peering Agreement provided it is not modified in any
- manner.
- ------------------------------------------------------
- DIGIUM GENERAL PEERING AGREEMENT
- PREAMBLE
- For most of the history of telecommunications, the power of being able
- to locate and communicate with another person in a system, be it across
- a hall or around the world, has always centered around a centralized
- authority -- from a local PBX administrator to regional and national
- RBOCs, generally requiring fees, taxes or regulation. By contrast,
- DUNDi is a technology developed to provide users the freedom to
- communicate with each other without the necessity of any centralized
- authority. This General Peering Agreement ("GPA") is used by individual
- parties (each, a "Participant") to allow them to build the E164 trust
- group for the DUNDi protocol.
- To protect the usefulness of the E164 trust group for those who use
- it, while keeping the system wholly decentralized, it is necessary to
- replace many of the responsibilities generally afforded to a company or
- government agency, with a set of responsibilities implemented by the
- parties who use the system, themselves. It is the goal of this document
- to provide all the protections necessary to keep the DUNDi E164 trust
- group useful and reliable.
- The Participants wish to protect competition, promote innovation and
- value added services and make this service valuable both commercially
- and non-commercially. To that end, this GPA provides special terms and
- conditions outlining some permissible and non-permissible revenue
- sources.
- This GPA is independent of any software license or other license
- agreement for a program or technology employing the DUNDi protocol. For
- example, the implementation of DUNDi used by Asterisk is covered under a
- separate license. Each Participant is responsible for compliance with
- any licenses or other agreements governing use of such program or
- technology that they use to peer.
- You do not have to execute this GPA to use a program or technology
- employing the DUNDi protocol, however if you do not execute this GPA,
- you will not be able to peer using DUNDi and the E164 context with
- anyone who is a member of the trust group by virtue of their having
- executed this GPA with another member.
- The parties to this GPA agree as follows:
- 0. DEFINITIONS. As used herein, certain terms shall be defined as
- follows:
- (a) The term "DUNDi" means the DUNDi protocol as published by
- Digium, Inc. or its successor in interest with respect to the
- DUNDi protocol specification.
- (b) The terms "E.164" and "E164" mean ITU-T specification E.164 as
- published by the International Telecommunications Union (ITU) in
- May, 1997.
- (c) The term "Service" refers to any communication facility (e.g.,
- telephone, fax, modem, etc.), identified by an E.164-compatible
- number, and assigned by the appropriate authority in that
- jurisdiction.
- (d) The term "Egress Gateway" refers an Internet facility that
- provides a communications path to a Service or Services that may
- not be directly addressable via the Internet.
- (e) The term "Route" refers to an Internet address, policies, and
- other characteristics defined by the DUNDi protocol and
- associated with the Service, or the Egress Gateway which
- provides access to the specified Service.
- (f) The term "Propagate" means to accept or transmit Service and/or
- Egress Gateway Routes only using the DUNDi protocol and the
- DUNDi context "e164" without regard to case, and does not apply
- to the exchange of information using any other protocol or
- context.
- (g) The term "Peering System" means the network of systems that
- Propagate Routes.
- (h) The term "Subscriber" means the owner of, or someone who
- contracts to receive, the services identified by an E.164
- number.
- (i) The term "Authorizing Individual" means the Subscriber to a
- number who has authorized a Participant to provide Routes
- regarding their services via this Peering System.
- (j) The term "Route Authority" refers to a Participant that provides
- an original source of said Route within the Peering System.
- Routes are propagated from the Route Authorities through the
- Peering System and may be cached at intermediate points. There
- may be multiple Route Authorities for any Service.
- (k) The term "Participant" (introduced above) refers to any member
- of the Peering System.
- (l) The term "Service Provider" refers to the carrier (e.g.,
- exchange carrier, Internet Telephony Service Provider, or other
- reseller) that provides communication facilities for a
- particular Service to a Subscriber, Customer or other End User.
- (m) The term "Weight" refers to a numeric quality assigned to a
- Route as per the DUNDi protocol specification. The current
- Weight definitions are shown in Exhibit A.
- 1. PEERING. The undersigned Participants agree to Propagate Routes
- with each other and any other member of the Peering System and further
- agree not to Propagate DUNDi Routes with a third party unless they have
- first have executed this GPA (in its unmodified form) with such third
- party. The Participants further agree only to Propagate Routes with
- Participants whom they reasonably believe to be honoring the terms of
- the GPA. Participants may not insert, remove, amend, or otherwise
- modify any of the terms of the GPA.
- 2. ACCEPTABLE USE POLICY. The DUNDi protocol contains information
- that reflect a Subscriber's or Egress Gateway's decisions to receive
- calls. In addition to the terms and conditions set forth in this GPA,
- the Participants agree to honor the intent of restrictions encoded in
- the DUNDi protocol. To that end, Participants agree to the following:
- (a) A Participant may not utilize or permit the utilization of
- Routes for which the Subscriber or Egress Gateway provider has
- indicated that they do not wish to receive "Unsolicited Calls"
- for the purpose of making an unsolicited phone call on behalf of
- any party or organization.
- (b) A Participant may not utilize or permit the utilization of
- Routes which have indicated that they do not wish to receive
- "Unsolicited Commercial Calls" for the purpose of making an
- unsolicited phone call on behalf of a commercial organization.
- (c) A Participant may never utilize or permit the utilization of any
- DUNDi route for the purpose of making harassing phone calls.
- (d) A Party may not utilize or permit the utilization of DUNDi
- provided Routes for any systematic or random calling of numbers
- (e.g., for the purpose of locating facsimile, modem services, or
- systematic telemarketing).
- (e) Initial control signaling for all communication sessions that
- utilize Routes obtained from the Peering System must be sent
- from a member of the Peering System to the Service or Egress
- Gateway identified in the selected Route. For example, 'SIP
- INVITES' and IAX2 "NEW" commands must be sent from the
- requesting DUNDi node to the terminating Service.
- (f) A Participant may not disclose any specific Route, Service or
- Participant contact information obtained from the Peering System
- to any party outside of the Peering System except as a
- by-product of facilitating communication in accordance with
- section 2e (e.g., phone books or other databases may not be
- published, but the Internet addresses of the Egress Gateway or
- Service does not need to be obfuscated.)
- (g) The DUNDi Protocol requires that each Participant include valid
- contact information about itself (including information about
- nodes connected to each Participant). Participants may use or
- disclose the contact information only to ensure enforcement of
- legal furtherance of this Agreement.
- 3. ROUTES. The Participants shall only propagate valid Routes, as
- defined herein, through the Peering System, regardless of the original
- source. The Participants may only provide Routes as set forth below,
- and then only if such Participant has no good faith reason to believe
- such Route to be invalid or unauthorized.
- (a) A Participant may provide Routes if each Route has as its
- original source another member of the Peering System who has
- duly executed the GPA and such Routes are provided in accordance
- with this Agreement; provided that the Routes are not modified
- (e.g., with regards to existence, destination, technology or
- Weight); or
- (b) A Participant may provide Routes for Services with any Weight
- for which it is the Subscriber; or
- (c) A Participant may provide Routes for those Services whose
- Subscriber has authorized the Participant to do so, provided
- that the Participant is able to confirm that the Authorizing
- Individual is the Subscriber through:
- i. a written statement of ownership from the Authorizing
- Individual, which the Participant believes in good faith
- to be accurate (e.g., a phone bill with the name of the
- Authorizing Individual and the number in question); or
- ii. the Participant's own direct personal knowledge that the
- Authorizing Individual is the Subscriber.
-
- (d) A Participant may provide Routes for Services, with Weight in
- accordance with the Current DUNDi Specification, if it can in
- good faith provide an Egress Gateway to that Service on the
- traditional telephone network without cost to the calling party.
- 4. REVOCATION. A Participant must provide a free, easily accessible
- mechanism by which a Subscriber may revoke permission to act as a Route
- Authority for his Service. A Participant must stop acting as a Route
- Authority for that Service within 7 days after:
- (a) receipt of a revocation request;
- (b) receiving other notice that the Service is no longer valid; or
- (c) determination that the Subscriber's information is no longer
- accurate (including that the Subscriber is no longer the service
- owner or the service owner's authorized delegate).
- 5. SERVICE FEES. A Participant may charge a fee to act as a Route
- Authority for a Service, with any Weight, provided that no Participant
- may charge a fee to propagate the Route received through the Peering
- System.
- 6. TOLL SERVICES. No Participant may provide Routes for any Services
- that require payment from the calling party or their customer for
- communication with the Service. Nothing in this section shall prohibit
- a Participant from providing routes for Services where the calling party
- may later enter into a financial transaction with the called party
- (e.g., a Participant may provide Routes for calling cards services).
- 7. QUALITY. A Participant may not intentionally impair communication
- using a Route provided to the Peering System (e.g. by adding delay,
- advertisements, reduced quality). If for any reason a Participant is
- unable to deliver a call via a Route provided to the Peering System,
- that Participant shall return out-of-band Network Congestion
- notification (e.g. "503 Service Unavailable" with SIP protocol or
- "CONGESTION" with IAX protocol).
- 8. PROTOCOL COMPLIANCE. Participants agree to Propagate Routes in
- strict compliance with current DUNDi protocol specifications.
- 9. ADMINISTRATIVE FEES. A Participant may charge (but is not required
- to charge) another Participant a reasonable fee to cover administrative
- expenses incurred in the execution of this Agreement. A Participant may
- not charge any fee to continue the relationship or to provide Routes to
- another Participant in the Peering System.
- 10. CALLER IDENTIFICATION. A Participant will make a good faith effort
- to ensure the accuracy and appropriate nature of any caller
- identification that it transmits via any Route obtained from the Peering
- System. Caller identification shall at least be provided as a valid
- E.164 number.
- 11. COMPLIANCE WITH LAWS. The Participants are solely responsible for
- determining to what extent, if any, the obligations set forth in this
- GPA conflict with any laws or regulations their region. A Participant
- may not provide any service or otherwise use DUNDi under this GPA if
- doing so is prohibited by law or regulation, or if any law or regulation
- imposes requirements on the Participant that are inconsistent with the
- terms of this GPA or the Acceptable Use Policy.
- 12. WARRANTY. EACH PARTICIPANT WARRANTS TO THE OTHER PARTICIPANTS THAT
- IT MADE, AND WILL CONTINUE TO MAKE, A GOOD FAITH EFFORT TO AUTHENTICATE
- OTHERS IN THE PEERING SYSTEM AND TO PROVIDE ACCURATE INFORMATION IN
- ACCORDANCE WITH THE TERMS OF THIS GPA. THIS WARRANTY IS MADE BETWEEN
- THE PARTICIPANTS, AND THE PARTICIPANTS MAY NOT EXTEND THIS WARRANTY TO
- ANY NON-PARTICIPANT INCLUDING END-USERS.
- 13. DISCLAIMER OF WARRANTIES. THE PARTICIPANTS UNDERSTAND AND AGREE
- THAT ANY SERVICE PROVIDED AS A RESULT OF THIS GPA IS "AS IS." EXCEPT FOR
- THOSE WARRANTIES OTHERWISE EXPRESSLY SET FORTH HEREIN, THE PARTICIPANTS
- DISCLAIM ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE,
- EXPRESS OR IMPLIED, AS TO THE CONDITION, VALUE OR QUALITIES OF THE
- SERVICES PROVIDED HEREUNDER, AND SPECIFICALLY DISCLAIM ANY
- REPRESENTATION OR WARRANTY OF MERCHANTABILITY, SUITABILITY OR FITNESS
- FOR A PARTICULAR PURPOSE OR AS TO THE CONDITION OR WORKMANSHIP THEREOF,
- OR THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR PATENT,
- INCLUDING ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR
- TRADE PRACTICE. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE PARTICIPANTS
- EXPRESSLY DISCLAIM ANY REPRESENTATIONS OR WARRANTIES THAT THE PEERING
- SERVICE WILL BE CONTINUOUS, UNINTERRUPTED OR ERROR-FREE, THAT ANY DATA
- SHARED OR OTHERWISE MADE AVAILABLE WILL BE ACCURATE OR COMPLETE OR
- OTHERWISE COMPLETELY SECURE FROM UNAUTHORIZED ACCESS.
- 14. LIMITATION OF LIABILITIES. NO PARTICIPANT SHALL BE LIABLE TO ANY
- OTHER PARTICIPANT FOR INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL,
- PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND (INCLUDING LOST REVENUES OR
- PROFITS, LOSS OF BUSINESS OR LOSS OF DATA) IN ANY WAY RELATED TO THIS
- GPA, WHETHER IN CONTRACT OR IN TORT, REGARDLESS OF WHETHER SUCH
- PARTICIPANT WAS ADVISED OF THE POSSIBILITY THEREOF.
- 15. END-USER AGREEMENTS. The Participants may independently enter
- into agreements with end-users to provide certain services (e.g., fees
- to a Subscriber to originate Routes for that Service). To the extent
- that provision of these services employs the Peering System, the Parties
- will include in their agreements with their end-users terms and
- conditions consistent with the terms of this GPA with respect to the
- exclusion of warranties, limitation of liability and Acceptable Use
- Policy. In no event may a Participant extend the warranty described in
- Section 12 in this GPA to any end-users.
- 16. INDEMNIFICATION. Each Participant agrees to defend, indemnify and
- hold harmless the other Participant or third-party beneficiaries to this
- GPA (including their affiliates, successors, assigns, agents and
- representatives and their respective officers, directors and employees)
- from and against any and all actions, suits, proceedings,
- investigations, demands, claims, judgments, liabilities, obligations,
- liens, losses, damages, expenses (including, without limitation,
- attorneys' fees) and any other fees arising out of or relating to (i)
- personal injury or property damage caused by that Participant, its
- employees, agents, servants, or other representatives; (ii) any act or
- omission by the Participant, its employees, agents, servants or other
- representatives, including, but not limited to, unauthorized
- representations or warranties made by the Participant; or (iii) any
- breach by the Participant of any of the terms or conditions of this GPA.
- 17. THIRD PARTY BENEFICIARIES. This GPA is intended to benefit those
- Participants who have executed the GPA and who are in the Peering
- System. It is the intent of the Parties to this GPA to give to those
- Participants who are in the Peering System standing to bring any
- necessary legal action to enforce the terms of this GPA.
- 18. TERMINATION. Any Participant may terminate this GPA at any time,
- with or without cause. A Participant that terminates must immediately
- cease to Propagate.
- 19. CHOICE OF LAW. This GPA and the rights and duties of the Parties
- hereto shall be construed and determined in accordance with the internal
- laws of the State of New York, United States of America, without regard
- to its conflict of laws principles and without application of the United
- Nations Convention on Contracts for the International Sale of Goods.
- 20. DISPUTE RESOLUTION. Unless otherwise agreed in writing, the
- exclusive procedure for handling disputes shall be as set forth herein.
- Notwithstanding such procedures, any Participant may, at any time, seek
- injunctive relief in addition to the process described below.
- (a) Prior to mediation or arbitration the disputing Participants
- shall seek informal resolution of disputes. The process shall be
- initiated with written notice of one Participant to the other
- describing the dispute with reasonable particularity followed
- with a written response within ten (10) days of receipt of
- notice. Each Participant shall promptly designate an executive
- with requisite authority to resolve the dispute. The informal
- procedure shall commence within ten (10) days of the date of
- response. All reasonable requests for non-privileged information
- reasonably related to the dispute shall be honored. If the
- dispute is not resolved within thirty (30) days of commencement
- of the procedure either Participant may proceed to mediation or
- arbitration pursuant to the rules set forth in (b) or (c) below.
- (b) If the dispute has not been resolved pursuant to (a) above or,
- if the disputing Participants fail to commence informal dispute
- resolution pursuant to (a) above, either Participant may, in
- writing and within twenty (20) days of the response date noted
- in (a) above, ask the other Participant to participate in a one
- (1) day mediation with an impartial mediator, and the other
- Participant shall do so. Each Participant will bear its own
- expenses and an equal share of the fees of the mediator. If the
- mediation is not successful the Participants may proceed with
- arbitration pursuant to (c) below.
- (c) If the dispute has not been resolved pursuant to (a) or (b)
- above, the dispute shall be promptly referred, no later than one
- (1) year from the date of original notice and subject to
- applicable statute of limitations, to binding arbitration in
- accordance with the UNCITRAL Arbitration Rules in effect on the
- date of this contract. The appointing authority shall be the
- International Centre for Dispute Resolution. The case shall be
- administered by the International Centre for Dispute Resolution
- under its Procedures for Cases under the UNCITRAL Arbitration
- Rules. Each Participant shall bear its own expenses and shall
- share equally in fees of the arbitrator. All arbitrators shall
- have substantial experience in information technology and/or in
- the telecommunications business and shall be selected by the
- disputing participants in accordance with UNCITRAL Arbitration
- Rules. If any arbitrator, once selected is unable or unwilling
- to continue for any reason, replacement shall be filled via the
- process described above and a re-hearing shall be conducted. The
- disputing Participants will provide each other with all
- requested documents and records reasonably related to the
- dispute in a manner that will minimize the expense and
- inconvenience of both parties. Discovery will not include
- depositions or interrogatories except as the arbitrators
- expressly allow upon a showing of need. If disputes arise
- concerning discovery requests, the arbitrators shall have sole
- and complete discretion to resolve the disputes. The parties and
- arbitrator shall be guided in resolving discovery disputes by
- the Federal Rules of Civil Procedure. The Participants agree
- that time of the essence principles shall guide the hearing and
- that the arbitrator shall have the right and authority to issue
- monetary sanctions in the event of unreasonable delay. The
- arbitrator shall deliver a written opinion setting forth
- findings of fact and the rationale for the award within thirty
- (30) days following conclusion of the hearing. The award of the
- arbitrator, which may include legal and equitable relief, but
- which may not include punitive damages, will be final and
- binding upon the disputing Participants, and judgment may be
- entered upon it in accordance with applicable law in any court
- having jurisdiction thereof. In addition to award the
- arbitrator shall have the discretion to award the prevailing
- Participant all or part of its attorneys' fees and costs,
- including fees associated with arbitrator, if the arbitrator
- determines that the positions taken by the other Participant on
- material issues of the dispute were without substantial
- foundation. Any conflict between the UNCITRAL Arbitration Rules
- and the provisions of this GPA shall be controlled by this GPA.
- 21. INTEGRATED AGREEMENT. This GPA, constitutes the complete
- integrated agreement between the parties concerning the subject matter
- hereof. All prior and contemporaneous agreements, understandings,
- negotiations or representations, whether oral or in writing, relating to
- the subject matter of this GPA are superseded and canceled in their
- entirety.
- 22. WAIVER. No waiver of any of the provisions of this GPA shall be
- deemed or shall constitute a waiver of any other provision of this GPA,
- whether or not similar, nor shall such waiver constitute a continuing
- waiver unless otherwise expressly so provided in writing. The failure
- of either party to enforce at any time any of the provisions of this
- GPA, or the failure to require at any time performance by either party
- of any of the provisions of this GPA, shall in no way be construed to be
- a present or future waiver of such provisions, nor in any way affect the
- ability of a Participant to enforce each and every such provision
- thereafter.
- 23. INDEPENDENT CONTRACTORS. Nothing in this GPA shall make the
- Parties partners, joint venturers, or otherwise associated in or with
- the business of the other. Parties are, and shall always remain,
- independent contractors. No Participant shall be liable for any debts,
- accounts, obligations, or other liabilities of the other Participant,
- its agents or employees. No party is authorized to incur debts or other
- obligations of any kind on the part of or as agent for the other. This
- GPA is not a franchise agreement and does not create a franchise
- relationship between the parties, and if any provision of this GPA is
- deemed to create a franchise between the parties, then this GPA shall
- automatically terminate.
- 24. CAPTIONS AND HEADINGS. The captions and headings used in this GPA
- are used for convenience only and are not to be given any legal effect.
- 25. EXECUTION. This GPA may be executed in counterparts, each of which
- so executed will be deemed to be an original and such counterparts
- together will constitute one and the same Agreement. The Parties shall
- transmit to each other a signed copy of the GPA by any means that
- faithfully reproduces the GPA along with the Signature. For purposes of
- this GPA, the term "signature" shall include digital signatures as
- defined by the jurisdiction of the Participant signing the GPA.
- Exhibit A
- Weight Range Requirements
- 0-99 May only be used under authorization of Owner
- 100-199 May only be used by the Owner's service
- provider, regardless of authorization.
- 200-299 Reserved -- do not use for e164 context.
- 300-399 May only be used by the owner of the code under
- which the Owner's number is a part of.
- 400-499 May be used by any entity providing access via
- direct connectivity to the Public Switched
- Telephone Network.
- 500-599 May be used by any entity providing access via
- indirect connectivity to the Public Switched
- Telephone Network (e.g. Via another VoIP
- provider)
- 600- Reserved-- do not use for e164 context.
- Participant Participant
- Company:
- Address:
- Email:
- _________________________ _________________________
- Authorized Signature Authorized Signature
- Name:
- END OF GENERAL PEERING AGREEMENT
- ------------------------------------------------
- How to Peer using this GPA If you wish to exchange routing information
- with parties using the e164 DUNDi context, all you must do is execute
- this GPA with any member of the Peering System and you will become a
- member of the Peering System and be able to make Routes available in
- accordance with this GPA.
- DUNDi, IAX, Asterisk and GPA are trademarks of Digium, Inc.
- \end{verbatim}
|