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(a) As between Customer and BellSouth, Customer is responsible for (i) assuring that its authorized users comply with the provisions of these Terms
<br /> and that unauthorized persons do not gain access to or use the Services through user names, passwords , or other identifiers assigned to Customer
<br /> pursuant to these Terms; (ii) providing any equipment and software that may be necessary for the use of the Services by Customer (in addition to any
<br /> Equipment and Software that may be placed at Customers location(s) or otherwise provided or used by BellSouth for its provision of the Services); (iii)
<br /> timely payment of all charges for usage of the Services applicable to its account whether or not by authorized users or for authorized purposes; and (iv)
<br /> performing its other obligations under these Terms. Customer shall not use the Services in any way that would be or would assist any third party to be in
<br /> violation of any law, these Terms, or any Acceptable Use Policy applicable to the Seances. Customer shall not transmit or publish on or over
<br /> the
<br /> Services any information, software, or other content that violates or infringes upon the rights of any others or use the facilities and capabilities
<br /> of the
<br /> Services to conduct any business or activity or solicit the performance of any activity that is prohibited by law. Customer shall comply with all applicable
<br /> laws, rules, and regulations in connection with the Services.
<br /> (b) Customer shall provide such information and assistance as are reasonably requested by BellSouth for purposes of facilitating BellSouth's provision of
<br /> Services to Customer.
<br /> 7. Limitation and Disclaimer of Warranties. NEITHER BELLSOUTH NOR ANY OF ITS UNDERLYING SERVICE PROVIDERS, INFORMATION
<br /> PROVIDERS, LICENSORS, EMPLOYEES, OR AGENTS WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE OR MAKE
<br /> ANY WARRANTY AS TO THE RESULTS TO BE OBTAINED FROM USE OF THE SERVICE. THE SERVICE IS PROVIDED WITHOUT WARRANTIES
<br /> OF ANY KIND, EITHER EXPRESS OR IMPLIED , INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF
<br /> MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE, OTHER THAN THOSE WARRANTIES (IF ANY) THAT ARE
<br /> IMPLIED BY AND INCAPABLE OF EXCLUSION, RESTRICTION, OR MODIFICATION UNDER THE LAWS APPLICABLE TO THIS SERVICE
<br /> AGREEMENT, ALL SUCH WARRANTIES BEING EXPRESSLY DISCLAIMED.
<br /> 8. Limitation and Disclaimer of Liability.
<br /> (a) BellSouth shall not be responsible for any use of the Services by Customer, its authorized users, or any third party. Without limiting the generality
<br /> of
<br /> the foregoing, BellSouth shall not be liable to Customer or any of Customer's users for any lost profits or other consequential damages, even if BellSouth
<br /> has been advised of the possibility of such damages; any claim a other action against Customer by any third party (except as set forth in the section
<br /> below on infringement); any act or omission of any other entity fumishing products and services that are used by Customer in connection with
<br /> the
<br /> Services or for failure of any products or services provided by Customer; or any damages or losses caused by the fault or negligence of Customer or
<br /> Customer's failure to perform Customer's responsibilities.
<br /> (b) NEITHER CUSTOMER NOR BELLSOUTH OR ANY OF ITS UNDERLYING SERVICE PROVIDERS, INFORMATION PROVIDERS, LICENSORS,
<br /> EMPLOYEES, OR AGENTS SHALL HAVE ANY LIABILITY FOR INCIDENTAL, CONSEQUENTIAL, ECONOMIC, PUNITIVE, INDIRECT OR SPECIAL
<br /> DAMAGES SUFFERED BY THE OTHER OR ANY OTHER PARTY, NOR SHALL BELLSOUTH HAVE ANY LIABILITY FOR LOST PROFITS, LOSS OF
<br /> USE, OR TOLL FRAUD SUFFERED BY CUSTOMER OR ANY OTHER PARTY, AS A RESULT OF THIS AGREEMENT OR EITHER PARTY'S
<br /> PERFORMANCE OR FAILURE TO PERFORM UNDER THIS AGREEMENT, REGARDLESS OF WHETHER OR NOT SUCH PARTIES HAVE BEEN
<br /> ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CUSTOMER EXPRESSLY ACKNOWLEDGES THAT THE PROVISIONS OF THIS SECTION
<br /> SHALL ALSO APPLY TO ALL CONTENT OR OTHER SERVICES AVAILABLE THROUGH THE SERVICE. CUSTOMER AGREES THAT CUSTOMER
<br /> WILL NOT IN ANY WAY HOLD BELLSOUTH RESPONSIBLE FOR ANY SELECTION OR RETENTION OF, OR THE ACTS OR OMISSIONS OF,
<br /> THIRD PARTIES IN CONNECTION WITH THE SERVICE.
<br /> (c) In the event that a court should hold that the limitations of liabilities a remedies available as set forth in these Terms, or any portions thereof,
<br /> are
<br /> unenforceable for any reason, or that any of Customers remedies under these Terns fail of their essential purpose, Customer expressly agrees that
<br /> under no circumstances shall BellSouth's total liability to Customer or any party claiming by, through or under Customer for any cause whatsoever, and
<br /> regardless of the form of action, whether in contract or in tort, including negligence, in the aggregate, exceed the amount of charges paid by Customer
<br /> for use of the Services during the twelve-month period preceding the date such claim first arose.
<br /> 9. Remedies of Customer. Customer's sole remedy for any failure a non-performance of the Services (including any associated Equipment, Software or
<br /> other materials supplied in connection with the Services) shall be (i) for BellSouth to use commercially reasonable efforts to effectuate an adjustment or
<br /> repair of the Services and, in the event such failure or non-performance results in Service downtime that exceeds the period of time specified in
<br /> the
<br /> applicable service level agreement portion (if any) of any applicable Order a Service Description, to receive a refund or credit of or against any charges
<br /> otherwise payable for the Seances for the period of service downtime as provided for in the applicable service level agreement portion (if any) of
<br /> any
<br /> applicable Order a Service Description, or (ii) if such failure or non-performance results in Service downtime or degradation so substantial as to render
<br /> the Service essentially unavailable to a unusable by Customer for normal use, to terminate the Services for default by BellSouth in the manner provided
<br /> in these Terms. Unless specified to the contrary in any applicable service level agreement potion of any applicable Order or Seance Description, the
<br /> maximum credit for service downtime or other failure shall not exceed the total monthly bill to the Customer for the Services for the month in which
<br />such
<br /> downtime or failure occurs.
<br /> 10. Indemnification.
<br /> 10.1 To the extent that any Service furnished under this Master Agreement infringes any United States patent, trademark, copyright, or trade secret and
<br /> a written claim is made or suit is brought by any third party against Customer on that account, BellSouth agrees to defend or settle any such claim or
<br /> suit
<br /> at BellSouth's expense. BellSouth will also pay all damages and costs that by final judgment are assessed against Customer attributable to
<br /> such
<br /> infringement.
<br /> 10.2 BellSouth's obligation as set forth in this Section is expressly conditioned upon the following: (a) that BellSouth shall be notified promptly in
<br />writing
<br /> by Customer of any claim or suit of which Customer is aware; (b) that BellSouth shall have sole control of the defense or settlement of any claim a
<br />suit
<br /> and that Customer shall not make any compromise, admission of liability or settlement or take any other action impairing the defense of such claim
<br /> without BellSouth's prior written approval ; (c) that Customer shall cooperate with BellSouth in all reasonable ways to facilitate the
<br /> investigation,
<br /> settlement or defense of any claim or suit; and (d) that the claim a suit does not arise from Customer modifications, or from combinations of Services
<br /> provided by BellSouth with equipment, software or services provided by Customer or others, or from Customer's use of Services other than
<br /> in
<br /> accordance with the applicable manufacturer's specifications.
<br /> 10.3 If any Service becomes, a in BellSouth's opinion, is likely to become the subject of a claim of infringement, or a final injunction is obtained
<br /> against
<br /> Customer prohibiting usage of the Service by reason of such infringement, BellSouth will, at its option: (a) procure for Customer the right to continue
<br /> using the applicable Service; (b) replace the Service with a non-infringing Service substantially complying with the specifications of the Services; or
<br /> (c)
<br /> modify such Service so it becomes non-infringing and performs in a substantially similar manner to the original Service.
<br /> 10.4 If options 10.3(a), (b) or (c) above are not reasonably available to BellSouth, then BellSouth may elect instead to return any amounts prepaid
<br /> by
<br /> Customer for the affected Service for any period after BellSouth directs Customer to cease such use, which is in either case the subject or potential
<br /> subject of an infringement claim, as then depreciated based on Customer's depreciation schedule used for federal income tax reporting purposes.
<br /> 10.5 The foregoing states the entire obligation or BellSouth, and the exclusive remedy of Customer, with respect to infringement of proprietary rights
<br />.
<br /> The foregoing is given to Customer solely for its benefit and is in lieu of, and BellSouth disclaims all warranties of noninfringement with respect
<br /> to the
<br /> Service.
<br /> CONFIDENTIAUPROPRIETARY — NOT FOR DISCLOSURE WITHOUT WRITTEN PERMISSION
<br /> Version: 1212005 Page 2 of 19 Customer Initials:
<br /> Created On: June 28, 2006 CCP-12457 Date:
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