|
<br />ATBT Agreement
<br />Individual Case Basis Terms & Conditions For State Local Exchange Carrier Telco Services
<br />attomeys' fees, (collectively "Damages") arising from improper use of Services or information or any content or data
<br />transmitted over any AT&T network or facilities. AT&T will indemnify and defend Customer and its Agents from and
<br />against any Damages finally awarded or paid in settlement based on a claim that any Service infringe a U.S. patent or
<br />copyright. If a final injunction or judgment is awarded against Customer prohibiting use of Service by reason of
<br />infringement of a U.S. patent or copyright, AT&T will at its option and expense either (a) procure the right for Customer to
<br />continue using the Service; (b) obtain and deliver equivalent non-infringing Service; or (c) terminate the infringing Service
<br />and refund to Customer amounts paid for infringing Service, less a reasonable charge for use. An indemnified Party shall
<br />provide the indemnifying Party with notice for any claim of indemniry and the indemnifying Party shall have complete
<br />authority to assume the sole defense and settlement of such claim. The indemnified Party may participate in the
<br />settlement or defense at its own expense and shall reasonably cooperate to facilitate the defense and settlement of such
<br />claims.
<br />5.10Miscellaneous. This Agreement sets forth the entire understanding of the Parties and supersedes any and all prior
<br />agreements, representations, and understandings relating to the subject matter hereof. No modifications or subsequent
<br />agreements conceming the subject matter of this Agreement will be effective unless made in writing and signed by the
<br />Parties. The parties agree that this transaction may be conducted by electronic means. AT&T shall not be bound by any
<br />electronic or pre-printed terms additional to, or different from, those in this Agreement that may appear in Customer's form
<br />documents, orders, acknowledgments or other communications. Customer shall not resell any Services without AT&T's
<br />written consent. Any legal action arising under this Agreement must commence within 2 years after the cause of action
<br />arises. AT&T, its employees, agents, and representatives are not employees, servants, partners, or joint venturers of or
<br />with Customer. AT&T is an independent contractor and will at all times direct, control, and supervise all of its employees.
<br />This Agreement will be governed by the laws of Texas, without regard to its conflicts of law rules. The Parties specifically
<br />disclaim the United Nations Convention on Contracts for the Intemational Sale of Goods and the Uniform Computer
<br />Information Transactions Act. If any provision of this Agreement is determined to be invalid or unenforceable, this
<br />Agreement will be construed as if it did not contain such provision. The failure of a Party to insist upon strict perFormance
<br />of any provision of this Agreement in any one or more instances will not be construed as a waiver or relinquishment of
<br />such provision and the same will remain in full force and effect.
<br />6. SERVICES AND JURISDICTION CERTIFICATION
<br />Customer acknowledges and certifies that the interstate traffic (including Intemet traffic) constitutes ten percent (10%) or leas
<br />of the total traffic on any non-switched circuit(s) purchased under any ICB Pricing Schedule associated with this Agreement.
<br />In California, Nevada, Illinois, Indiana, Michigan, Ohio and Wisconsin this clause is not applicable when AT&T DS1 or DS3
<br />Service is used solely for the transport portion of AT&T local access ISDN Primary Rate InterFace (PRI) service or AT&T
<br />Digital Transport Service-Enhanced channel(s).
<br />7. INSTALLATION AND CUTOVER
<br />Cutover of Service hereunder requires the installation of certain equipment and facili6es on AT&T's side of the demarcation
<br />point. Customer shall be responsible for providing adequate space and power, as determined by AT&T, for equipment
<br />requirements at the designated locations. If Cutover is delayed due to changes, acts, or omissions of Customer, or
<br />Customer's contractor, or due to any force majeure event as defined in the "Force Majeure" provision of the Agreement, AT&T
<br />shall have the right to extend Cutover for a reasonable period of time equal to at least the period of such delay and
<br />consequences.
<br />If Customer cancels this Agreement or a Pricing Schedule before the Service is Cutover for reasons not excused herein,
<br />Customer shall reimburse AT&T for all expenses incurred in processing the order and in installing the required equipment and
<br />facilities completed up to the date of cancellation as specified in the Tariffs.
<br />All equipment, facilities and lines furnished by AT&T are the sole property of AT&T and are provided upon condition that they
<br />will be installed, relocated, removed, changed and maintained exclusively by AT&T as it deems appropriate in its sole
<br />discretion.
<br />8. SERVICE AND MAINTENANCE OBLIGATIONS
<br />AT&T represents to Customer, for the Term, that the Service shall operate substantially and materially in accordance with the
<br />specifications in the applicable Tariff. If, under normal and proper use, the Service fails to perform substantially as specified
<br />above, and Customer notifies AT&T within the Term, AT&T shall correct such Service degradations or failures without charge
<br />to Customer, in accordance with the terms of this Agreement. Customer may report service and feature problems seven (7)
<br />days per week and twenty-four (24) hours per day. AT&Ts repair obligation does not include damage, defects, malfunctions,
<br />service degradations or failures caused by Customer's or third party's abuse, intentional misuse, unauthorized use or negligent
<br />acts or omissions. In addition, the foregoing repair obligation applies only if Customer provides AT&T with access on its side of
<br />the demarcation point to enable AT&T to perform maintenance or repair work.
<br />CONF/DENT/AL /NFORMAT/ON
<br />Except with respect to Services provided in Ohio, this agreement is for use by authorized employees of the parties hereto only
<br />and is not for genera/ distributlon within or outside their companies.
<br />Agreement for ICB State Local RBOC_reg
<br />Exchange Telco Services Page 5 of 7 02/07/07 Iv9099
<br />
|