Petition to Adopt at

PETITION submitted by U.S. Department of Justice

Petition to Adopt Conditions to Auth/License

2016-06-13

This document pretains to ITC-214-20141001-00272 for International Global Resale Authority on a International Telecommunications filing.

IBFS_ITC2142014100100272_1138732

Before the FEDERAL COMMUNICATIONS COMMISSION Washington, D.C. 20554 In the Matter of ) ) ITalkYou Com LLC ) Application for Authority to Provide ) ITC-214-20141001-00272 International Resale Services to All ) Authorized International Points, pursuant ) to Section 214 of the Communications Act ) of 1934, as amended ) ) PETITION TO ADOPT CONDITIONS TO AUTHORIZATIONS AND LICENSES The U.S. Department of Justice (“USDOJ”), to include its components, the National Security Division (“NSD”) and the Federal Bureau of Investigation (“FBI”), submits this Petition to Adopt Conditions to Authorizations and Licenses (“Petition”), pursuant to Section 1.41 of the Federal Communications Commission (“Commission”) rules.1 Through this Petition, the USDOJ advises the Commission that it has no objection to the Commission approving the authority sought in the above-referenced proceeding, provided that the Commission conditions its approval on the assurance of ITalkYou Com LLC (“ITalkYou”) and ITalkYou to abide by the commitments and undertakings set forth in the June 7, 2016 Letter of Agreement (“LOA”), a copy of which is attached hereto. The Commission has long recognized that law enforcement, national security, and public safety concerns are part of its public interest analysis, and has accorded deference to the views of other U.S. government agencies with expertise in those areas. See In the Matter of Comsat Corporation d/b/a Comsat Mobile Communications, etc., 16 FCC Rcd. 21,661, 21707 ¶ 94 (2001). 1 47 C.F.R. § 1.41.

After discussions with representatives of IT a l k Y o u in connection with the above- referenced proceeding, the USDOJ, NSD and FBI have concluded that the additional commitments set forth in the LOA will help ensure that the FBI, which has the responsibility of enforcing the law, protecting the national security, and preserving public safety, can proceed appropriately to satisfy those responsibilities. Accordingly, the USDOJ advises the Commission that it has no objection to the Commission granting the application in the above-referenced proceeding, provided that the Commission conditions its consent on compliance with the LOA. Respectfully submitted. Bermel R. Paz U.S. Department of Justice National Security Division Foreign Investment Review Staff Bicentennial Building 600 E Street, NW, Rm 10007 Washington, D.C. 20004 June 9, 2016

[TalkYou Com, LLC 1500 Weston Rd., Suite 201, Weston FL 33326 June 7, 2016 Mr. John Carlin Assistant Attorney General for National Security U.S. Department ofJustice National Security Division 950 Pennsylvania Avenue NW Washington, DC 20530 ttelecom@usUSDOJ.gov Unit Chief, Seience and Technology Policy and Law Unit Federal Bureau of Investigation 935 Pennsylvania Avene NW, Room 7350 Washington, DC 20535 Subject: Pending application by ITalkYou.com, LLC for authority to provide Global or Limited Global Resale services between the United States and all authorized interational points, pursuant to Section 214 of the Communications Act of 1934, as amended (FCC file number ITC—214—20141001—00272; and TT 14—65). Dear Mr. Carlin, j This leter of agreement ("Agreement") outlines the commitments made by ITalkYou.com, LLC ("TalkYou" or "the company") to the U.S. Department of Justice (USDOJ"), including the Federal Bureau of Investigation (*FBI"), in order to address national security, law enforcement, and public safety concems raised with regard to the company‘s application to the Federal Communications Commission (°FCC" or "Commission®) for authority to provide Global or Limited Global Resale services between the U.S. and all authorized interational points pursuant to Section 214 of the Communications Act of 1934, as amended (*Section 214"), Title 47, Code of Federal Regulations, Section 63. 18(e)2). TTalkYou is a Florida corporation with headquarters located at 1500 Weston Road, Suite 201, Weston. Florida 33326. TTalkYou plans to resell services provided by INTICO USA that includes interconnected VoIP, Voicemail, Direct Inward Dialing (DID) and Interactive Voice Response (IVR). INTICO USA Corporation ("INTICO®). also a Florida corporation co—located in the same office headquarters as [TalkYou, provides VoIP resale services and leases equipment from 100tb.com . Law and [TalkYou agrees that it will inform USDOJ within 60 days after it becomes fully operational or its business model changes to provide telecommunications services in the U.S., aside from those identified herein, including notice of any provision by TTalkYou ofservice to the destination countries in which ITalkYou has foreign—carrier afflitions through Members owning more than 25 percent of FTalkYou. In addition, ITalkYou confirms that, for any services requiring compliance with the

TTalkYou Com, LLC 1500 Weston Rd, Suite 201, Weston FL 33326 Communications Assistance for Law Enforeement Act (°CALEA®), 47 U.S.C. §§ 1001—1010, TTalkYou will comply with CALEA. TTalkYou agrees that it will not directly or indirectly disclose or permit disclosure of or access to U.S. Records‘ or Domestic Communications‘ or any information (including call content and call data) perfaining to a wiretap order, pen‘trap and trace order, subpoena, or any other lawful request by a U.S. law enforcement agency for U.S. Records to any person if the purpose of such disclosure or access is to respond to the legal process or request on behalfofa non—U.S. government! without firstsatisfying all pertinent requirements of U.S.law and obtaining the express written consent of USDOJ, or the authorization ofa court of competent jurisdiction in the U.S. Any such requests for legal process submitted by a non—U.S. government to TalkYou shall be referred to USDOJ as soon as possible, but in no event later than five business days after such request or legal process is received by or made known to TTalkYou unless disclosure of the request or legal process would be in violation of U.S. law or an order of. a court of the U.. [alkYou also agrees to ensure that U.S. Records are not made subject to mandatory destraction under any foreign laws; provided, howeve.,that TalkYou shall only be required to retain U.S. Records to the extent required under U.3. Law. Further, NTalkYou further agrees to designate a U.S. Law Enforeement Point of Contact (°LE POC7) in the U.S., preferably a U.S. citizen, to receive service of process for U.S. Records and, where possible, to assist and support lawul requests for surveillance or production of U.S. Reeords by U.S. federal, state, and local law enforcement agencies ("Lawfl U.S. Process"). [TalkYou will give notice of ts LE POC to USDOJ for approval within 14 days after the execution ofthis Agreement. In addition, ITalkYou will give USDOJ at least 30 days‘ notice of any change to its LE POC, and will provide USDOJ with contact and personal identifying information for the designated individual; such nominated LE POC shall be subject to USDOJ review and approval. When possible, TalkYou will provide advance notice ofany change to ts LE POC. alkYou also agrees that the designated LE POC will have access toall U.S. Records, and, in response to Lawlul U.S. Process, will make such records available within five business days after receiving such Lawful U.S. Process unless a later response date is indicated on such Lawful U.S. Process or agreed upon by the requesting entity. n ion, Eacili 1. TTalkYou, and any owner of TTalkYou, shall permit the USDOJ, and such other U.S. Government agency representatives !. Records," asused herein, means FTalYou‘s cuntomer bilingrecords subscriber nformation, and any othrrelaed information used. rocessed,or mainaine in th ordiary courc ofbusiness relting t the servicesoffred by TalkVo in the U.S. For these parposes,U.5, Resordsals shllnclude nformation sobjectto dilosur o a U.S. federl orsate governmentl ntity under the proceduresspecified iSections 2705(c)and (d) and Sectin 2709 ofTe 18 ofthe U.S. Code. **Domestic Communicaions." as usd hersin, means: (1) Wire Communications or Electonic Communications (whether stored ar n)from one U.3.lacation t anather U.S, location: and (1)the U.S. ortion of a Wire Communication or Eletronic Communication (Wwhether stored o notthat orignateso terminates in the hasthe meaning given in 18 U.S.C. § 2810(12). "Wire is USc. 52510 > The term "not—US government" means any govemment, including an idenfie repesonttive, asent. component o subdivision thereot,that is notalocal, tre, or faderal govemment in the U.5.

ITalkYou Com, LLC 1500 Weston Rd, Suite 201, Weston FL 33326 designated by the USDOJ, to inspect books and records, equipment, servers, and faciities and premises owned or leased by TTalkYou or uny owner of [alkYou to the extent business relating to ITalkYou‘s FCC—!icensed activity takes place at such location(s). Where ITalkYou possesses the authority to permit such access, ITalkYou also agrees to make available to the USDOJ, and such other U.S. Government ageney representatives designated by the USDOJ, any third—party books and records, equipment, servers, facilities (including thid—party offshore or outsoureed facilites), and premises to the extent business relating to TalkYou‘s FCC—licensed activity takes place at such location(s). Ordinarly,the USDOJ will provide TTalkYou with fourteen (14) days advance notice, but FTalkYou shall afford the USDOJ such access during normal business hours without advance notice in extraordinary circumstances. ITalkYou and any of ts owners shall permit the USDOJ, and such other U.S. Government agency representatives designated by the USDOJ, to conduct confidential interviews, ofowners, ownership groups, employees, or contractors of [TalkYou concerning compliance with this Agreement and any other law enforeement concems. [TalkYou will retain and pay for a neutral third—party financial audit (e.g., of total assets, total iabilities, total net assets, cash flows, accounts payable/receivable records, investments, tax libilites, beginning and ending net assets, including its corporate bank accounts and loans) for the fiseal year 2015," to include an audit of TTalkYou‘s intemal controls ("the Initial Audit®). The deadlines and requirements for the Inital Audit will be as follows: + Within sixty (60) days from the execution date ofthis Agreement, TTalkYou shall provide notice ofits proposed third—party auditor for the Initial Audit to the USDOJ. * The USDOJ shall have an opportunity to provide reasonable objections to the proposed auditor within sixty (60) days ofreceiving ITalkYou‘s notifcation ofa proposed auditor. * Once the USDOJ and [TalkYou mutually agree upon a thirdparty auditor, and after TTalkYou receives USDOJ‘s written non—objection, ITalkYou will designate the agreed— upon, neutral, third—party uditor ("the Initial Designated Auditor"). * Thereafter, alkYou shall consult with the USDOJ on the Initial Audit‘s terms and scope of engagement, the financial statements being audited, and the auditing standards to be applied (collectively, the "Initil Audit Terms") and TTalkYou will reasonably address any concems raised by the USDOJ, with the final Intial Audit Terms being subject to USDOJ approval. The USDOJ and [TalkYou will reasonably negotiate any concerns raised by TTalk You to the Initial Audit Terms. The Initial Designated Auditor will cireulate to USDOZ and TTalkYou the final Initial Audit Terms once they are approved by both USDOJ and alkYou. * 1TalkYou shall ensure that the Initil Audit report generated by the Initial Designated Auditor promptlyis provided to the USDOJ directly by the Initial Designated Auditor, at the same time the Initial Audit report is provided by the Initil Designated Auditor to TTalkYou. * Malk¥ou‘sfwcal yea is rom January 1 to Decerbe 31, annoally. . 4 3

ITalkYou Com, LLC 1500 Weston Rd, Suite 201, Weston FL 33326 * The Initial Audit‘s final report will be due no later than 180 days after cither the close of. TTalkYou‘s fical year or the date on which the Initial Designated Auditorcirculated the final Initial Audit Terms, whichever is later, unless other urrangements are approved by USDOJ, and will be issued by a certified public accountant ("CPA"). The Initial Audit‘s final report will include a statement that the audit was conducted in accordance with generally accepted auditing standards and an identification ofthe U.S. as the country of origin ofthase standards. Following the Initial Audit, unless otherwise directed by the USDOJ, subsequent audits will be conducted annually for each ofthe next two (2) fiscal years, up to and including fiscal year 2017. Thus, ITalkYou shall retain and pay for subsequent neutral third—party financial audits (e.g., of total assets, otal iabilites, total net assets, cash flows, accounts payable/receivable records,investments, tax liabilites, beginning and ending net assets, including its corporate bank accounts and loans) for fiscal years 2016 and 2017 ("Subsequent Audit(s}"), t include an audit of TTalkYou‘s interal controls for fiscal year 2015. Thereafter, for fiscal years 2016 and 2017, an audit or financial review (*Requested Review"),as designated by USDOJ, shall be conducted pursuant to the terms described in this paragraph if USDOJ so requests within 90 days ofUSDOJ‘s receipt ofa final audit or financial—review report for the preceding fiscal year. The deadlines and requirements for each Subsequent Audit or Requested Review will mirror those forthe Initial Audit, and include: * NalkYou shall provide notice ofthe proposed auditor to USDOJ each subsequent year following the completion ofan audit or inancial review, within 120 days ofthe submision ofthe preceding year‘s final audit or financial—review report, if te auditor has changed from the person/firm most recently designated or if USDOJ has notified ITalkYou ofan objection to the retention of the same personfirm. * Should USDOJ object to the retention of the same person/firm for subsequent audit(s) or financial review(s, the USDOJ shall have an opportunity to provide reasonable objections within 90 days ofthe submission ofthe preceding year‘s final audit or Ainancial—review report. The USDOJ shall have an opportunity to provide reasonable objections to a newily proposed auditor within sixty (60) days ofreceiving ITalkYou‘s notification of a newly proposed auditor. * Once the USDOJ and [TalkYou mutually agree upon a neutral third—party auditor ("the Designated Auditor®), the USDOJ shall be consulted on the terms and scope of engagement, the financial statements being audited, and the auditing standards to be applied, including whether an audit ofintemal controls should be conducted, for the Subsequent Audit(s) and/or Requested Review(s), (collectively, the *Subsequent Terms"). [alkYou will reasonably address any concerns raised by the USDOJ, with the final Subsequent Audit Terms being subject to USDOJ approval. The USDOJ and TTalkYou will reasonably negotiate any concems raised by ITalkYou to the Subsequent Audit Terms. * 1TalkYou shall ensure that the fial Subsequent Audit and/or Requested Reviewreports generated by the Designated Auditor are promptly provided to the USDOJ directly by the Designated Auditorat the same time that the final Subsequent Audit report is provided to TTali:You by the Designated Auditor. g6¥

ITalkYou Com, LLC 1500 Weston Rd., Suite 201, Weston FL 33326 * The final results for Subsequent Audits and/or Requested Review(s) will be due no later than 180 days after either the close ofthe fiscal year to which the audit or review relates or the date on which the Designated Auditor circulated the Subsequent Terms, whichever is late, unless other arrangements are approved by the USDOJ, and will be issued by a CPA. The final report for a Subsequent Audit and/or Requested Review will include a statement that the audit was conducted in accordance with generally accepted auditing standards and an identification of the U.S. as the countryof origin of those standards. TTalkYou agrees to negotiate in good faith with the USDOJ to resolve any national security, law enforeement, or public safety concerns that the USDOJ may raise with respect to the results ofany third—party audit. The USDOJ shall be granted the right to exclusively meet with the auditors at any time, upon USDOIs request. in TTalkYou will inform the USDOJ within thirty (30) days after any change in ITalkYou‘s ownership involving 10% or more ofthe percentage amount ofownership. including the names ofthe businesses or individuals associated with the change in ownership and the change in the percentage amount ofownership. TTalkYou also will inform the USDOJ of any change in TTalkYou‘s ownership involving 10% or more of the percentage amount of ewnership or controlresulting in a change of a passive investor to an active one. Termination TTalkYou agrees to notify USDOJ within thirty (30) days after any termination of accounts in the name of FTalkYou by a financial institution, and the reason given by such financial insttution for such termination. Point Within 30 days ofthis Agreement‘s execution, TTalkYou will provide notice to the USDOJ of a pointof contact ("Company POC") within the company to or with whom communications regarding this Agreement maybe sent or engaged. Thereafter, TTalkYou will provide notice to the USDOJ ofany changes to the Company POC within 30 days of such change. Report, ITalkYou agrees to provide Annual Reports to the USDOJ regarding the company‘s compliance with the specific terms ofthis Agreement, to include a summary of the content of any notices sentto the USDOJ during the prior year pursuant to this Agreement. The Annual Report also shall include reports ofnetwork and enterpiise breaches and unsuthorized access to customer data and information;the name of and contact information for the current LE POC and Company POC; and confirming ITalkYou‘s compliance with CALEA. These annual reports will be due on the anniversary date ofthis Agreement‘s exccution and should be addressed to the following: Assistant Attomey General for National Security U.S. Department of Justice National Security Division 950 Pennsylvania Avenue, N.W. Washington, DC 20530 vées Attn.: Team Telccom, Foreign Investment Review StafT Electronic mail telecom@usUSDOJ.gov

[TalkYou Com, LLC 1500 Weston Rd, Suite 201, Weston FL 33326 Unit Chief, Science and Technology Policy and Law Unit Federal Bureau of Investigation 935 Pennsylvania Ave, NW Room 7350 Washington, DC 20535 Courtesy electronic copies ofall notices and communications also should be sent to the following, or t such other persons identified to TTalkYou by USDOJ in the future: Bermel Par ofthe USDO! (at bermel.paz@usdo.gov); Richard Sofield ofthe USDOJ (richardsofield2@usdoj.gov;); and Daniel Wunderli othe FBI (at Daniel:Wunderli@c.fbi.gov). of The Agreement may be terminated at any time by a writen agreement signed by TTalkYou and USDOJ. USDOJ shall notify the FCC ofthe Agreement‘s termination within 60 days of such termination. Six years from the anniversary date ofthe Agreement‘s exccution, TTalkYou may request that USDOJ initite a confidential review and assessment to determine whether the Agreement should be terminated (*Termination—Assessment Request"). USDOJ shall notify [TalkYou in writing ofits decision regarding the Agreement‘s termination within 180 days after receiving a Termination—Assessment Request from [TalkYou. Thereafter,IalkYou may submit a ‘Termination—Assessment Request to USDOJ annually. Aside from other remedies or actions already in existence and available to USDO}, FTalkYou agrees that, in the event thatthe commitments set forth in this Agreement are breached, in addition to any other remedy available atlaw or equity, the USDOJ may request that the FCC modify, condition, revoke, cancel, or render null and void any relevant lcense, permit. or other authorization granted by the FCC to ITalkYou or any successors—in—interest. Nothing herein shall be construed to be a waiver by TalkYou of, or imitation on, ts right to oppose or comment on any such request. This Agreement and all commitments hereunder shall expire upon surrender or cancellation of ITalkYou‘s Section 214 authority. Further, nothing in this Agreement is intended to excuse [TalkYou from its obligations to comply with any and all applicable legal requirements and obligations, including any and all applicable statutes, regulations, requirements, or orders. [TalkYou understands that, upon execution of this Agreement by an authorized representative or attomey for ITalkYou, or shortly thereatter, the FCC shall be notified by the USDO! that it has no objection to the FCC‘s grant of the application by IalkYou at ssue herein where such authorization is made conditional upon TTalk You‘s compliance with this Agreement.


Document Created: 2016-06-13 10:43:35
Document Modified: 2016-06-13 10:43:35
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