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Multi-Service Agreement
<br /> Terms and Conditions
<br /> Contract Prices. Taxes and Surcharges: Unless otherwise stated in a Pricing Schedule, other than for VoIP and resold local exchange service the rates
<br /> and charges
<br /> stated in the Pricing Schedule are stabilized for the term of the Pricing Schedule (the 'Term"), but do not include taxes and regulatory charges which
<br /> are not stabilized. You
<br /> are responsible for all applicable taxes and regulatory surcharges. Regulatory surcharges, including but not limited to UCC, USF, PICC and payphone
<br /> charges, are
<br /> specified in the AT&T Service Guide. Upon expiration of the Term and subject to any notice periods set forth in the Service Guide and to any applicable
<br /> minimum payment
<br /> or retention periods, the Services will continue on a month-to-month basis during which AT&T may modify the rates, charges, terms and conditions applicable
<br /> to the Service
<br /> covered by such Pricing Schedule on thirty (30) days' prior notice.
<br /> Payment and Deposits : Payment is due thirty (30) days after the invoice date and must refer to invoice number. Restrictive endorsements or other
<br /> statements on checks
<br /> will not apply. For overdue payments, AT&T may assess a late fee of the lower of 1 . 5% per month ( 18% per annum) or the maximum
<br /> rate allowed by law and all costs
<br /> (including attorney fees) of collecting delinquent or dishonored payments. AT&T may require you to pay a deposit or increase an existing deposit as a
<br /> condition of providing
<br /> Services. You authorize AT&T to investigate your credit history at any time and to share credit information about you with credit reporting
<br /> agencies. If annual MARC-
<br /> Eligible recurring and usage charges (after discounts and credits) do not equal or exceed the MARC in Your Pricing Schedule, You will be
<br /> billed an
<br /> amount equal to the unsatisfied MARC for the contract year.
<br /> Termination and Termination Charges: Either party may terminate for material breach upon thirty (30) days prior written notice to
<br /> the other party. If a Pricing
<br /> Schedule is terminated by You for convenience or by AT& T for cause before the and of the Term, You will be billed an early termination
<br /> charge of
<br /> 50% of the unsatisfied MARC remaining in the Term. If a Service Component is terminated during its minimum retention period, You must
<br /> pay any
<br /> associated credits, waivers or unpaid amortized charges. If a Service Component is terminated during its minimum payment period, You must pay
<br /> the applicable amount of the monthly charge multiplied by the months remaining in the period.
<br /> Limitation of Liability: EITHER PARTY'S ENTIRE LIABILITY (OTHER THAN CUSTOMER'S LIABILITY FOR PROPERLY DUE CHARGES) AND THE OTHER PARTY'S
<br /> EXCLUSIVE REMEDIES FOR ANY CLAIMS ARISING IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO PROVEN DIRECT DAMAGES NOT TO
<br /> EXCEED IN THE AGGREGATE DURING ANY TWELVE-MONTH PERIOD THE TOTAL NET PAYMENTS PAYABLE BY YOU FOR THE AFFECTED SERVICE DURING
<br /> THE THREE MONTHS PRECEDING THE MONTH IN WHICH THE DAMAGE OCCURRED, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL,
<br /> CONSEQUENTIAL, PUNITIVE, RELIANCE OR SPECIAL DAMAGES, INCLUDING DAMAGES FOR LOST PROFITS, ADVANTAGE, SAVINGS OR REVENUES OR
<br /> INCREASED COST OF OPERATIONS, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AT&T SHALL NOT BE
<br /> LIABLE FOR ANY DAMAGES ARISING OUT OF OR RELATING TO: INTEROPERABILITY, INTERACTION, ACCESS OR INTERCONNECTION PROBLEMS WITH
<br /> APPLICATIONS, EQUIPMENT, SERVICES, CONTENT OR NETWORKS NOT PROVIDED BY AT&T; SERVICE INTERRUPTIONS OR LOST OR ALTERED MESSAGES
<br /> OR TRANSMISSIONS (EXCEPT TO THE EXTENT CREDIT ALLOWANCES ARE SPECIFIED IN THE AT&T SERVICE GUIDE) ; OR UNAUTHORIZED ACCESS TO OR
<br /> THEFT, ALTERATION, LOSS OR DESTRUCTION OF YOUR, USERS' OR THIRD PARTIES' APPLICATIONS, CONTENT, DATA, PROGRAMS, INFORMATION,
<br /> NETWORK OR SYSTEMS.
<br /> Disclaimer of Warranties : AT&T MAKES NO EXPRESS OR IMPLIED WARRANTY AND DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
<br /> PARTICULAR PURPOSE, AT&T DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, AT&T DOES NOT WARRANT
<br /> NETWORK SECURITY, THE ENCRYPTION EMPLOYED BY ANY SERVICE, THE INTEGRITY OF ANY DATA THAT IS SENT, BACKED UP, STORED OR SUBJECT TO
<br /> LOAD BALANCING, OR THAT AT&T'S SECURITY PROCEDURES WILL PREVENT THE LOSS OF, ALTERATION OF, OR IMPROPER ACCESS TO, YOUR DATA AND
<br /> INFORMATION.
<br /> Billing and Disputes: If You do not dispute a charge in writing within 6 months after the invoice date , You waive the dispute. AT&T must issue
<br /> a bill within six (6) months
<br /> after the month in which the charges were incurred (other than for automated or live operated assisted calls) or it waives the charges.
<br /> Eguipment: AT&T shall retain all right, title or interest in AT&T equipment and no ownership rights in AT&T equipment shall transfer to You.
<br /> You must provide electric
<br /> power and a suitable and secure environment free from environmental hazards for AT&T equipment, and You shall keep the AT&T equipment free from all
<br /> liens, charges,
<br /> and encumbrances. AT&T equipment shall not be removed, relocated, modified, interfered with, or attached to non-AT&T equipment without prior written authorization
<br /> from
<br /> AT&T. Title to and risk of loss of equipment AT&T sells You ("Purchased Equipment") will pass to You as of the delivery date, upon which date
<br />AT&T will have no further
<br /> obligations of any kind with respect to that Purchased Equipment, except as set forth in an applicable Attachment, Pricing Schedule or Service Guide.
<br /> If You do not accept
<br /> the Purchased Equipment, the Purchased Equipment must be returned to the manufacturer. AT&T will obtain from the manufacturer and forward to You
<br /> a Return Material
<br /> Authorization. AT&T retains a purchase money security interest in all Purchased Equipment until You pay for it in full; You appoint AT&T as
<br /> Your agent to sign and file a
<br /> financing statement to perfect AT&T's security interest. All Purchased Equipment is provided on an 'AS IS" basis, except that AT& T will pass through
<br />to you
<br /> any warranties available from its suppliers, to the extent that A T& T is permitted to do so under its contracts with those suppliers.
<br /> Resale Prohibited : Unless applicable local law or regulation mandates otherwise, You may not resell the Services to third parties.
<br /> Governing Law: Unless applicable law requires otherwise, state law issues concerning the construction, interpretation and performance
<br /> of this Agreement shall be
<br /> governed by the laws of the State of New York, U . S.A. , excluding its choice of law rules.
<br /> Entire Agreement: THIS AGREEMENT, THE AT&T SERVICE GUIDE, THE AT&T ACCEPTABLE USE POLICY AND THE AT&T BUSINESS COMMUNICATIONS
<br /> SERVICE AGREEMENT CONSTITUTE THE ENTIRE AGREEMENT BETWEEN THE PARTIES, THIS AGREEMENT SUPERSEDES ALL PRIOR AGREEMENTS,
<br /> PROPOSALS, REPRESENTATIONS, STATEMENTS OR UNDERSTANDINGS, WHETHER WRITTEN OR ORAL CONCERNING THE SERVICES, THIS AGREEMENT
<br /> SHALL NOT BE MODIFIED OR SUPPLEMENTED BY ANY WRITTEN OR ORAL STATEMENTS , PROPOSALS, REPRESENTATIONS, ADVERTISEMENTS, SERVICE
<br /> DESCRIPTIONS OR YOUR PURCHASE ORDER FORMS NOT EXPRESSLY SET FORTH IN THIS AGREEMENT,
<br /> Doc ID: ABN34509GCO - SIMPVOICEI K3YR V4 — 2/1 /08
<br /> AT&T and Customer Confidential Information
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