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10.10 Governing Law. This Agreement will be governed by the law of the State of New York, without regard to its conflict
<br />of law principles, unless a regulatory agency with jurisdiction over the applicable Service applies a different law. The United
<br />Nations Convention on Contracts for International Sale of Goods will not apply.
<br />U. Compliance with Laws. Each party will comply with all applicable laws, regulations, and orders issued by courts or
<br />other governmental bodies of competent jurisdiction.
<br />10.12 No Third Party Beneficiaries. This Agreement is for the benefit of Customer and AT&T, and does not provide any
<br />third party (including Users) the right to enforce or bring an action for any remedy, claim, liability, reimbursement, cause of
<br />action, or other right or privilege.
<br />10.13 Survival. The respective obligations of Customer and AT&T that by their nature would continue beyond the
<br />termination or expiration of this Agreement, including without limitation, the obligations set forth in Section 5 (Confidential
<br />Information), Section 6 (Disclaimers and Limitations of Liability), and Section 7 (Third Party Claims), will survive termination or
<br />expiration.
<br />10.14 Agreement Language. The authentic language of this Agreement is English. If there is a conflict between this
<br />Agreement and any translation, the English version will take precedence.
<br />10.15 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the
<br />Services provided under this Agreement. Except as provided in Section 2.3 (Software), this Agreement supersedes all other
<br />agreements, proposals, representations, statements or understandings, whether written or oral, concerning the Services or the
<br />rights and obligations relating to the Services, and the parties disclaim any reliance thereon. This Agreement will not be
<br />modified or supplemented by any written or oral statements, proposals, representations, advertisements, service descriptions
<br />or purchase order forms not expressly set forth in this Agreement.
<br />11. DEFINITIONS
<br />The following terms have the meanings set forth below:
<br />"Affiliate" of a party means any entity that controls, is controlled by, or is under common control with, such party.
<br />"Damages" means collectively all injury, damage, liability, loss, penalty, interest and expense incurred.
<br />"Effective Date" means, for any Pricing Schedule, the date on which the last part
<br />y signs the Pricing Schedule unless a later
<br />date is required by regulation or law.
<br />"MARC -Eligible Charges" means, unless the applicable Pricing Schedule indicates otherwise, the recurring and usage
<br />chargesI after deducting applicable discounts and credits (other than outage or SLA credits), that AT&T charges Customer for
<br />the Services identified in the applicable Pricing Schedule as MARC -contributing. The following are not MARC -Eligible
<br />Charges: (a) charges for or in connection with Customer's purchase of equipment; (b) taxes; and (c) charges imposed in
<br />connection with governmentally imposed costs or fees (such as USF, PICC, payphone service provider compensation, E911
<br />and deaf relay charges).
<br />"Minimum Payment Period" means, in respect to any Service, the minimum period for which Customer is required to pay
<br />recurring charges for the Service, as specified in the Pricing Schedules or Service Publication for that Service.
<br />"Minimum Retention Period" means, in respect to any Service, the period of time for which Customer is required to maintain
<br />service to avoid the payment of certain credits, waived charges, or unpaid amortized charges, all as specified in the Pricing
<br />Schedule or Service Publication for that Service.
<br />"Serv
<br />ice Component" means an individual component of a Service provided under this Agreement.
<br />"Site" means Customer's physical location, including Customer's collocation space on AT&T's, its Affiliate's, or subcontractor's
<br />property, where AT&T installs or provides a Service.
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