AT&T Small Business Service Agreement AT&T reserves the right to, from time-to-time, withdraw Services provided under this Agreement upon Notice to Customer. AT&T also reserves the right to, from time-to-time, add Services available under this Agreement or to otherwise modify the incorporated Service Guide(s), and notice of such an addition or modification will be made via posting to the website att.com/sbs. Products and Service Available under this agreement are: AT&T Smart Business Suite………………………………………………………………….. Page 2 - 8 AT&T SBS Business in a Box® - High Speed Internet Basic AT&T SBS Business in a Box® - High Speed Internet Enhanced AT&T SBS IP Flexible Reach and AT&T Business in a Box® Basic AT&T SBS IP Flexible Reach and AT&T Business in a Box® Enhanced AT&T Business in a Box® – High Speed Internet……………………………………… Page 9-12 IP Flexible Reach and AT&T Business in a Box®………………………………. Page 9-12 IP Flexible Reach and AT&T Business in a Box® area plan………………………….. Page 9-12 AT&T Tech Support 360SM …………………………………………………………………... Page 13-14 AT&T Web Hosting …………………………………………………………………………… Page 15-16 AT&T Managed Internet Service (MIS)……………………………………………………. Page 17-19 AT&T Mobility Services………………………………………………………………………. Page 20-33 AT&T U-verse High Speed Internet – Business Edition…………………………………Page 34-46 AT&T High Speed Internet Direct Business Edition……………………………………..Page 47-59 AT&T Long Distance Toll Free Service……………………………………………………..Page 60 AT&T Toll Free Advanced Features…………………………………………………………Page 61-62 1 © 2011 AT&T Intellectual Property. All rights reserved. AT&T, the AT&T logo and all other marks contained herein are trademarks of AT&T Intellectual Property and/or AT&T affiliated companies. Version: 12012011 AT&T Smart Business Suite AT&T Smart Business Suite ("Service") package options and prices are described in the chart below. Each package has Service Components, including, but not limited to, Business Local Service and Mobility Services. The Service Components for each package are detailed in the Service Publication, provided at the link in the chart below. (The Business Local Calling Service Component is the AT&T Business Local Calling Assurance℠ which is provided pursuant to tariffs filed with each State's Public Utilities Commission, and, where applicable, in a States' Price List or Guidebook. The Service Publication site shown below provides a link to the relevant Tariffs, Price Lists and Guidebooks.). Customer must maintain all Service Components of the subscribed-to package for the duration of any Term. Disconnecting or otherwise cancelling a Service Component may constitute termination of the Service, and Customer will be liable for the Early Termination Fee as further specified in Section 4 below. AT&T will periodically monitor Customer's account to verify compliance with this requirement. 1. Products and Pricing Package Available AT&T SBS Business in a Box - High Speed Internet Basic^ AT&T SBS Business in a Box - High Speed Internet Enhanced ^ Price During Initial and Renewal Term* Monthly Recurring Charge: $275 Monthly Recurring Charge: $325 AT&T SBS IP Flexible Reach and Business in a Box Basic ^ Monthly Recurring Charge: $535 AT&T SBS IP Flexible Reach and Business in a Box Enhanced ^ Monthly Recurring Charge $610 AT&T SBS IP Flexible Reach and Business in a Box Basic - area plan^^ Monthly Recurring Charge $850 AT&T SBS IP Flexible Reach and Business in a Box Enhanced – area plan^^ "Bolt-Ons" ** Monthly Recurring Charge $950 Seats* Monthly Recurring charge: Premium $50.00 per seat; Standard $45.00 per seat Monthly Recurring Charge: $37.80 per Concurrent Calls for AT&T SBS IP Flexible Reach and Business in a Box Basic & Enhanced. Concurrent Calls* Service Publication Site att.com/sbs. Price* att.com/sbs. Monthly Recurring Charge: $30.00 per Concurrent Calls for AT&T SBS 2 © 2011 AT&T Intellectual Property. All rights reserved. AT&T, the AT&T logo and all other marks contained herein are trademarks of AT&T Intellectual Property and/or AT&T affiliated companies. Version: 12012011 IP Flexible Reach and Business in a Box Basic & Enhanced- area plan. Mobility Services* Eligible*** Rate Plans will receive the following discount: 20% per CRU 15% per IRU Promotional pricing may be available based on customer eligibility. *All current or future taxes, surcharges, fees, shipping charges, and any similar charges specified or allowed by any governmental entity are in addition to the prices shown ** Must be associated with the package subscribed to for a specific Customer location. ***The current list of eligible Mobility Rate Plans is provided at the Service Publication link specified above ^ Available in the areas in the following 22 states where AT&T serves as the ILEC (incumbent local exchange company): Alabama, Arkansas, California, Florida, Georgia, Illinois, Indiana, Louisiana, Kansas, Kentucky, Michigan, Mississippi, Missouri, Nevada, North Carolina, Ohio, Oklahoma, South Carolina, Tennessee, Texas, Wisconsin. ^^ Available in areas outside the 22 states where AT&T serves as the ILEC. 2. PRODUCT TERM AND TERMINATION "Term" Period of Term "Initial Term" 2 Years The Initial Term commences on the date in which all Service Components are installed ("Term Start Date"). "Renewal Term" 2 Years Upon expiration of the Initial Term, this Agreement will renew for a Renewal Term of two (2) years, unless either Party notifies the other no less than sixty (60) days prior to the expiration of the Party's intent to allow the Agreement to expire. Term Start Date Service Components may be installed prior to the Term Start Date ("Ramp-Up Period"), and during the Ramp-Up period customer will be liable for the Service Component charges from the date of the installation of the Service Component, the usage charges incurred, and all associated taxes, surcharges and fees. 3. Withdrawal of Services. AT&T may discontinue offering or providing the Service or a Service Component to Customer upon thirty (30) days written notice or as required under applicable law or regulation and in any event only where AT&T generally discontinues providing the Service or a Service Component to similarly-situated customers. AT&T will use commercially reasonable practices in determining the timing of an Service or Service Component withdrawal. 4. Early Termination Fee. Except as described in Section 5 below, If Customer, cancels or otherwise discontinues the Service prior to the expiration of the Initial Term or Renewal Term, Customer is liable for an Early Termination Fee equal to 50% of the monthly recurring charges for the Service at the time of the termination, times the number of months remaining in the then in-effect Term plus, if applicable, the Customer will also be liable for reimbursement of any one- time credits or payments. Customer must maintain all Service Components at all times during a Term, disconnecting or otherwise cancelling a Service Component prior to the expiration of the Term may constitute early termination of the Service, and Customer will be liable for the Early Termination Fee. If applicable, Customer will also be liable for the Early Termination Fee or Cancellation Fee associated with a disconnected Bolt-On service. In addition to any applicable Early Termination Fee, if Customer 3 © 2011 AT&T Intellectual Property. All rights reserved. AT&T, the AT&T logo and all other marks contained herein are trademarks of AT&T Intellectual Property and/or AT&T affiliated companies. Version: 12012011 cancels or otherwise disconnects a Mobility Service Bolt-On, Customer is liable for a Cancellation Fee for that Bolt-On; the Cancellation Fee is described under Section 6. a. Mobility Device Upgrade Impact. If Customer terminates the Service prior to the expiration of the Initial or Renewal Term, and concurrently decides to subscribe to Mobility services then: i) Customer may retain its Mobility telephone numbers and devices, and will be bound by the then ineffect terms and conditions for the AT&T Mobile Business Agreement, (as further described in Section 6 below); and, ii) the term for that Mobility arrangement will commence on the date the Service is terminated; and, iii) if Customer had upgraded its Mobility device(s) during the terminated Initial or Renewal Term and subsequently terminates the subscribed-to AT&T Mobile Business agreement prior to 2 years after the upgrade of the device(s), then Customer is liable for a cancellation fee as follows: If the mobility device upgrade includes the purchase of certain specified equipment on or after June 1, 2010, the cancellation fee will be $325 minus $10 for each full month that has expired on that Agreement. (For a complete list of the specified equipment check att.com/equipmentETF.) Otherwise, the cancellation fee will be $150 minus $4 for each full month that has expired on that Agreement. Notwithstanding the foregoing, for mobility device upgrades including equipment purchased prior to June 1, 2010, the cancellation fee will be $175 minus $5 for each full month that has expired on that Agreement. 5. 30-Day Satisfaction Guarantee. If within 30 days of the Initial Term Start Date Customer is not satisfied with the Service for any reason, Customer may disconnect the Service without an Early Termination Fee, provided, the order for disconnecting the Service is effective no later than the 30th calendar day after the Initial Term Start Date. To take advantage of this Satisfaction Guarantee, Customer must contact AT&T in a manner acceptable to AT&T to place the order of disconnect. Customer will be liable for all usage charges and any 3rd Party charges incurred prior to the disconnection of the Service as well as all associated taxes, surcharges and fees. The Buyer's Remorse provisions regarding your Mobility Device are not modified by this Section. The applicable provisions for the Mobility Device Buyer's Remorse period are provided in the applicable Mobility Service Guide. 6. AT&T Smart Business Suite Mobility Services a. "Mobility Services" means the AT&T Mobile Services, Equipment, Optional Products and Supplemental Services provided by AT&T under this Agreement. "Mobility Services" has the same meaning as "Services" for purposes of the AT&T Mobile Services Service Guide. Only Customer and its current W-2 employees and/or individuals who receive a K-1 form from Customer (collectively, ―Employees‖) are eligible to receive Mobility Services under this Agreement. Employees receive Mobility Services either (a) under Customer’s account (―Corporate Responsibility Users‖ or ―CRUs‖), or (b) under individual accounts in accordance with the Sponsorship Program described in the AT&T Mobile Services Service Guide (―Individual Responsibility Users‖ or ―IRUs‖; collectively with CRUs, ―End Users‖). b. Additional Definitions: Capitalized terms used in, but not defined in, this Agreement with regard to the Mobility Services have the meanings set forth in the AT&T Mobile Services Service Guide. c. Plans and Sales Information. The pricing, terms and conditions of the Mobility Services depend upon the Plan, feature, promotion or other offer selected by Customer and/or its End Users. Certain terms and conditions are set forth in the Enterprise Customers: Additional Service and Equipment Related Terms found at att.com/abs-addtl-terms; product-specific pricing and/or additional product-specific terms and conditions are set forth in separate product briefs and rate brochures, at wireless.att.com/businesscenter, and/or in other AT&T marketing materials. Such Enterprise Customers: Additional Service and Equipment Related Terms and other online and 4 © 2011 AT&T Intellectual Property. All rights reserved. AT&T, the AT&T logo and all other marks contained herein are trademarks of AT&T Intellectual Property and/or AT&T affiliated companies. Version: 12012011 printed product materials are referred to collectively in this Agreement as ―Sales Information‖ and incorporated herein by reference. Customer and its End Users must qualify for the chosen Plan, feature, promotion or other offer. If End Users lose their eligibility for a particular Plan, AT&T may change their Plan to one for which they qualify. d. Business Plans: AT&T will, from time-to-time, provide Mobility Services under certain Plans designated as Business Plans (such Plans referred to here as "Plans" or "Business Plans"). All Business Plans will be available to Customer and its Corporate Responsibility Users ("CRUs"), but only select Business Plans (identified as such) will be available to Individual Responsibility Users ("IRUs"). If Customer or its CRUs select a Business Plan, Customer will be bound by the rates, terms and conditions in the AT&T Mobile Services Service Guide for such Business Plan. If an IRU selects a Business Plan, the IRU will be bound by the rates, terms and conditions in the Sales Information for such Business Plan. e. Prohibited Uses. In addition to the termination provisions set forth in this Agreement, the termination provisions in the Sales Information apply to Consumer Offers purchased by CRUs and the following termination provision applies with respect to CRUs’ use of the Business Plans. Prohibited Uses are set forth in the Business Plan section of the AT&T Mobile Services Service Guide. If a CRU fails to comply with the Offnet Usage restrictions, AT&T may, at its option, terminate the CRU’s Mobility Services, deny access to Mobility Services, deny the CRU continued use of other carriers’ coverage, or change the CRU’s Business Plan (e.g., to one that imposes usage charges for Offnet Usage). AT&T will provide notice that it intends to take any of the above actions, and, unless AT&T has already done so, Customer may terminate the CRU’s Mobility Services. In addition, AT&T reserves the right to deny, disconnect, suspend, modify an/or terminate Wireless Data Service, without notice, to any CRU who uses the Wireless Data Service in any manner that is prohibited in order to protect AT&T’s wireless network and other users from harm, congestion or degradation in performance. A failure by AT&T to take action in the event of a violation of the intended purposes and terms and conditions of use of its Wireless Data Service shall not be construed as a waiver of AT&T’s right to enforce them. Customer will be assessed any applicable Cancellation Fees as a result of any termination by AT&T or Customer pursuant to this Section. f. Other Services: Rates, terms and conditions for all other Mobility Services are not stabilized under this Agreement or otherwise (collectively, 'Consumer Offers'), are set forth in the Sales Information. Customer will be bound by the rates, terms and conditions in the Sales Information for any Consumer Offer that Customer or its CRUs select. An IRU will be bound by the rates, terms and conditions in the Sales Information for any Consumer Offer the IRU selects. Any provisions contained in the Sales Information for a Consumer Offer that, by their terms, are to exist for a specified period of time, will survive any termination or expiration of this Agreement for that specified period of time. g. Regulatory Cost Recovery Charge. In addition to applicable charges, taxes, surcharges, recovery fees, shipping charges and other similar charges described in this Agreement, AT&T may assess and Customer will pay a Regulatory Cost Recovery Charge, which is a monthly charge on each CRU (which may vary depending on the CRU’s locale) that is assessed and collected by AT&T to defray AT&T's costs in complying with State and Federal telecommunications regulations, including but not limited to providing enhanced 911 service; Federal Telecommunications Relay Service; local number portability; and the pass through of customer-based and revenue-based Federal, State and local assessments on AT&T. These are not taxes or government-imposed end 5 © 2011 AT&T Intellectual Property. All rights reserved. AT&T, the AT&T logo and all other marks contained herein are trademarks of AT&T Intellectual Property and/or AT&T affiliated companies. Version: 12012011 user charges. AT&T may change the Regulatory Cost Recovery Charge without notice unless the change would result in the charge exceeding $1.25 per month per CRU. h. Optional Products: From time to time, AT&T may offer Optional Products. The rates, terms and conditions for such Optional Products, which are not stabilized and may be changed without notice, will be in the ―Optional Products, Services, Equipment and Programs‖ section of the AT&T Mobile Services Service Guide and in any corresponding Sales Information. If Customer receives the benefit of an Optional Product, Customer will be bound by the rates, terms and conditions for such Optional Product. i. Upon Termination of the Service. In the event Customer terminates the Service prior to the expiration of the then in-effect Initial Term or Renewal Term, and Customer elects to maintain Mobility service and its Mobility telephone number(s), then Customer's service will be converted to the AT&T Mobile Business Agreement and Customer hereby agrees to the terms and conditions of the AT&T Mobile Business Agreement which are provided at att.com/amb, as modified by the terms in Section j below. The AT&T Mobile Business Agreement term commences on the date the Service is terminated and Customer maintains their Mobility telephone number(s), and will continue for a period of 2 years. j. AT&T Mobile Business Agreement Service Discount. The following discount shall apply to the Mobility lines of service (s) under the new AT&T Mobile Business Agreement. AT&T will provide Customer with an eight percent discount on the Mobility Service (the "Service Discount"), as set forth below. The Service Discount is available only when Customer has and maintains a minimum of five separate End Users receiving Mobility Service in AT&T Markets, of which at least one is a CRU (the "Discounting Minimum"). AT&T will monitor the number of End Users and CRUs associated with the Agreement once each month. When Customer meets the Discounting Minimum, AT&T will apply the Service Discount with respect to Customer's qualified End Users, as described below, within thirty days from the date of AT&T's monthly monitoring; provided, however, that (a) it may take up to two billing cycles from the date of AT&T's monthly monitoring for the Service Discount to appear on qualified End Users' invoices, and (b) the Service Discount will not be applied retroactively. When Customer does not meet the Discounting Minimum, AT&T may immediately discontinue providing the Service Discount with respect to Customer's qualified End Users. To qualify for application of the Service Discount, Customer's End Users must be active on eligible Plan(s) with a monthly service charge (i.e., the set access fee charged monthly for use of a particular plan, or "MSC") of $30 or higher (each, a "Qualifying Plan"). AT&T will apply the Service Discount only to the MSC of each eligible End User's Qualifying Plan(s) and not to any other charges of any kind (including, without limitation, charges for any other Plans or features). AT&T may restrict certain Plans or certain other discount programs from qualifying for the Service Discount and will advise Customer when such restrictions apply. k. Mobility Device Upgrade. The Mobility Device Upgrade Impacts set forth in Section 4.a. do not apply. If during the term of the AT&T Mobile Business agreement Customer upgrades its Mobility device(s), customer must retain the Mobility service plan for not less than 2 years to avoid a cancellation fee. l. AT&T Mobile Business Service Cancellation Fee. The cancellation fee stated in Section 4 above does not apply to the AT&T Mobile Business Service Agreement. The Cancellation Fee under the AT&T Mobile Business Agreement is as follows: For each CRU that is terminated from Service more than 30 days after activation but prior to the expiration of the applicable one-year or two-year CRU Term, Customer agrees to pay AT&T with respect to each 6 © 2011 AT&T Intellectual Property. All rights reserved. AT&T, the AT&T logo and all other marks contained herein are trademarks of AT&T Intellectual Property and/or AT&T affiliated companies. Version: 12012011 device identifier or Number assigned to such CRU, in addition to all other amounts owed, a Cancellation Fee in the amount specified below ("Cancellation Fee"). If the CRU Term includes the purchase of certain specified Equipment on or after June 1, 2010, the Cancellation Fee will be $325 minus $10 for each full month toward the CRU Term that the CRU completes. (For a complete list of the specified Equipment, check att.com/equipmentETF. Otherwise, the Cancellation Fee will be $150 minus $4 for each full month toward the CRU Term that the CRU completes. Notwithstanding the foregoing, for CRU Terms including Equipment purchased prior to June 1, 2010, the Cancellation Fee will be $175 minus $5 for each full month toward the CRU Term that the CRU completes. The Cancellation Fee is not a penalty, but rather a charge to compensate AT&T for Customer's failure to satisfy the CRU Term. For the avoidance of doubt, Customer will not pay any Cancellation Fee(s) for CRUs on a zero-year CRU Term. Customer acknowledges and agrees that porting a CRU's Number to a non-AT&T service provider before the end of the applicable CRU Term constitutes a termination subject to the Cancellation Fee. Customer may terminate a CRU’s AT&T Mobile Services within the first 30 days after activation without incurring a Cancellation Fee, but equipment restocking or other fees may apply. Customer should refer to AT&T’s returns policy at wireless.att.com/cell-phone-service/legal/return-policy.jsp, or such other site as AT&T may designate from time to time, for additional details. 7. E911 Access with Voice over IP Service. YOU HEREBY ACKNOWLEDGE YOUR UNDERSTANDING AND YOU AGREE TO THE LIMITATIONS OF ACCESS TO E911 WHEN USING VOICE OVER IP SERVICE, AND YOU UNDERSTAND THAT ACCESS TO E911 FROM A VOICE OVER IP SERVICE, AND ACCESS TO E911 WHEN ORIGINATING THE CALL FROM TRADITIONAL WIRELINE SERVICE MAY BE DIFFERENT. THE DIFFERENCES ARE FURTHER DESCRIBED IN THE DOCUMENT TITLED "E911 Access and your Business Voice over IP Service", WHICH IS PROVIDED AT att.com/sbs . a. The following are FCC notice/record retention/warning sticker requirements for interconnected VoIP, found at gpo.gov/fdsys/pkg/CFR-2009-title47-vol1/pdf/CFR-2009-title47-vol1-part9.pdf i. Customer Notification. Each interconnected VoIP service provider shall: 1. Specifically advise every subscriber, both new and existing, prominently and in plain language, of the circumstances under which E911 service may not be available through the interconnected VoIP service or may be in some way limited by comparison to traditional E911 service. Such circumstances include, but are not limited to, relocation of the end user’s IP compatible CPE, use by the end user of a non-native telephone number, broadband connection failure, loss of electrical power, and delays that may occur in making a Registered Location available in or through the ALI database; 2. Obtain and keep a record of affirmative acknowledgement by every subscriber, both new and existing, of having received and understood the advisory described in paragraph (e)(1) of this section; and 3. Distribute to its existing subscribers warning stickers or other appropriate labels warning subscribers if E911 service may be limited or not available and instructing the subscriber to place them on or near the equipment used in conjunction with the interconnected VoIP service. Each interconnected VoIP provider shall distribute such warning stickers or other appropriate labels to each new subscriber prior to the initiation of that subscriber’s service. 7 © 2011 AT&T Intellectual Property. All rights reserved. AT&T, the AT&T logo and all other marks contained herein are trademarks of AT&T Intellectual Property and/or AT&T affiliated companies. Version: 12012011 8. Billing: AT&T will bill Customer for the Service on a monthly basis via an electronic bill, and Customer agrees to such electronic billing, and further agrees such invoice method is reasonable. Customer may request a paper copy of its billing statement, and AT&T agrees to provide a paper copy for a fee (Optional Media) of $7.95. AT&T reserves the right to modify the charge for providing a paper copy or a copy in any other media form upon Notice to Customer. Balance of page intentionally blank 8 © 2011 AT&T Intellectual Property. All rights reserved. AT&T, the AT&T logo and all other marks contained herein are trademarks of AT&T Intellectual Property and/or AT&T affiliated companies. Version: 12012011 Mini-Packages and Standalone Services AT&T Business in a Box® – High Speed Internet IP Flexible Reach and AT&T Business in a Box® IP Flexible Reach and AT&T Business in a Box® area plan For the three offers listed above, the package options and prices are described in the chart below. Each package has Service Components, including, but not limited to, AT&T Business Voice over IP, Underlying Transport of either AT&T U-verse High Speed Internet Basic – Business Edition ( referred to in chart below as ―Uverse‖), AT&T High Speed Internet (referred to in chart below as HSI) , or AT&T Managed Internet Service (noted in chart below as MIS). Business Local Calling Service is applicable to AT&T Business in a Box® – High Speed Internet (3/6Meg with DSL), and to IP Flexible Reach and AT&T Business in a Box. The Service Components for each package and any relevant terms and conditions that apply to a specific Service Component are provided in the Service Publication at the link in the chart below. (The Business Local Calling Service Component is the AT&T Business Local Calling Assurance℠ which is provided by AT&T under the telecommunications rules and regulations of the State in which the service is installed. The table below provides a link to the relevant Service Publication for each service component. Customer must maintain all Service Components of the subscribed-to package for the duration of any Term. Disconnecting or otherwise cancelling a Service Component may constitute termination of the Service, and Customer will be liable for the applicable Early Termination Fee (see Section 4 below). 1. Products and Pricing Package Available* Speed AT&T Business in a Box® – High Speed Internet **** 3 or 6 Meg AT&T Business in a Box® – High Speed Internet **** Underlying Transport HSI Price During Initial and Renewal Term** Monthly Recurring Charge $100 3 or 6 Meg Uverse Monthly Recurring Charge: $100 AT&T Business in a Box® – High Speed Internet **** 12 Meg Uverse Monthly Recurring Charge: $110 AT&T Business in a Box® – High Speed Internet **** 18 Meg Uverse Monthly Recurring Charge: $140 9 Service Publication Site © 2011 AT&T Intellectual Property. All rights reserved. AT&T, the AT&T logo and all other marks contained herein are trademarks of AT&T Intellectual Property and/or AT&T affiliated companies. Version: 12012011 att.com/sbs. AT&T Business in a Box® – High Speed Internet **** 24 Meg IP Flexible Reach and AT&T Business in a Uverse Monthly Recurring Charge: $150 MIS Monthly Recurring Charge: $475 MIS Monthly Recurring Charge: $770 Box®**** IP Flexible Reach and AT&T Business in a Box® - area plan^ "Bolt-Ons" * Seats* Price** Monthly Recurring Charge: Premium $50.00 per seat; Standard $45.00 per seat Monthly Recurring Charge: $35.00 per Concurrent Call for AT&T SBS IP Flexible Reach and Business in a Box Basic & Enhanced. Concurrent Calls* att.com/sbs. Monthly Recurring Charge: $30.00 per Concurrent Call for AT&T SBS IP Flexible Reach and Business in a Box Basic & Enhanced-area plan *Promotional pricing may be available based on customer and qualifying product eligibility. **All current or future taxes, surcharges, fees, shipping charges, and any similar charges specified or allowed by any governmental entity are in addition to the prices shown *** Must be associated with the package subscribed to for a specific Customer location. ****Available in the areas in the following 22 states where AT&T serves as the ILEC (incumbent local exchange company): Alabama, Arkansas, California, Florida, Georgia, Illinois, Indiana, Louisiana, Kansas, Kentucky, Michigan, Mississippi, Missouri, Nevada, North Carolina, Ohio, Oklahoma, South Carolina, Tennessee, Texas, Wisconsin. ^ Available in areas outside the 22 states where AT&T serves as the ILEC. 2. PRODUCT TERM AND TERMINATION "Term" Period of Term "Initial Term" 2 Years The Initial Term commences on the date in which all Service Components are installed ("Term Start Date"). "Renewal Term" 2 Years Upon expiration of the Initial Term, this Agreement will renew for a Renewal Term of two (2) years, unless either Party notifies the other no less than sixty (60) days prior to the expiration of the Party's intent to allow the Agreement to expire. Term Start Date Some Service Components may be installed prior to the Term Start Date ("Ramp-Up Period"), and during the RampUp period customer will be liable for the Service Component charges from the date of the installation of the Service Component, the usage charges incurred, and all associated taxes, surcharges and fees. 10 © 2011 AT&T Intellectual Property. All rights reserved. AT&T, the AT&T logo and all other marks contained herein are trademarks of AT&T Intellectual Property and/or AT&T affiliated companies. Version: 12012011 3. Withdrawal of Services. AT&T may discontinue offering or providing the Service or a Service Component to Customer upon thirty (30) days written notice or as required under applicable law or regulation and in any event only where AT&T generally discontinues providing the Service or a Service Component to similarlysituated customers. AT&T will use commercially reasonable practices in determining the timing of an Service or Service Component withdrawal. 4. Early Termination Fee. Except as described in Section 5 below, If Customer, cancels or otherwise discontinues the Service prior to the expiration of the Initial Term or Renewal Term, Customer is liable for an Early Termination Fee equal to 50% of the monthly recurring charges for the Service at the time of the termination, times the number of months remaining in the then in-effect Term plus, if applicable, the Customer will also be liable for reimbursement of any one- time credits or payments. Customer must maintain all Service Components at all times during a Term, disconnecting or otherwise cancelling a Service Component prior to the expiration of the Term may constitute early termination of the Service, and Customer will be liable for the Early Termination Fee. If applicable, Customer will also be liable for the Early Termination Fee or Cancellation Fee associated with a disconnected Bolt-On service. 5. 30-Day Satisfaction Guarantee. If within 30 days of the Initial Term Start Date Customer is not satisfied with the Service for any reason, Customer may disconnect the Service without an Early Termination Fee, provided, the order for disconnecting the Service is effective no later than the 30th calendar day after the Initial Term Start Date. To take advantage of this Satisfaction Guarantee, Customer must contact AT&T in a manner acceptable to AT&T to place the order of disconnect. Customer will be liable for all usage charges and any 3rd Party charges incurred prior to the disconnection of the Service as well as all associated taxes, surcharges and fees. 6. E911 Access with Voice over IP Service. YOU HEREBY ACKNOWLEDGE YOUR UNDERSTANDING AND YOU AGREE TO THE LIMITATIONS OF ACCESS TO E911 WHEN USING VOICE OVER IP SERVICE, AND YOU UNDERSTAND THAT ACCESS TO E911 FROM A VOICE OVER IP SERVICE, AND ACCESS TO E911 WHEN ORIGINATING THE CALL FROM TRADITIONAL WIRELINE SERVICE MAY BE DIFFERENT. THE DIFFERENCES ARE FURTHER DESCRIBED IN THE DOCUMENT TITLED "E911 Access and your Business Voice over IP Service", WHICH IS PROVIDED AT att.com/sbs .. a. The following are FCC notice/record retention/warning sticker requirements for interconnected VoIP, found at gpo.gov/fdsys/pkg/CFR-2009-title47-vol1/pdf/CFR-2009-title47-vol1-part9.pdf i. Customer Notification. Each interconnected VoIP service provider shall: 1. Specifically advise every subscriber, both new and existing, prominently and in plain language, of the circumstances under which E911 service may not be available through the interconnected VoIP service or may be in some way limited by comparison to traditional E911 service. Such circumstances include, but are not limited to, relocation of the end user’s IP compatible CPE, use by the end user of a non-native telephone number, broadband connection failure, loss of electrical power, and delays that may occur in making a Registered Location available in or through the ALI database; 2. Obtain and keep a record of affirmative acknowledgement by every subscriber, both new and existing, of having received and understood the advisory described in paragraph (e)(1) of this section; and 3. Distribute to its existing subscribers warning stickers or other appropriate labels warning subscribers if E911 service may be limited or not available and instructing the subscriber to place them on or near the equipment used in conjunction with the interconnected VoIP service. Each interconnected VoIP 11 © 2011 AT&T Intellectual Property. All rights reserved. AT&T, the AT&T logo and all other marks contained herein are trademarks of AT&T Intellectual Property and/or AT&T affiliated companies. Version: 12012011 provider shall distribute such warning stickers or other appropriate labels to each new subscriber prior to the initiation of that subscriber’s service. 7. Billing: AT&T will bill Customer for the Service on a monthly basis via an electronic bill, and Customer agrees to such electronic billing, and further agrees such invoice method is reasonable. Customer may request a paper copy of its billing statement, and AT&T agrees to provide a paper copy for a fee (Optional Media) of $7.95. AT&T reserves the right to modify the charge for providing a paper copy or a copy in any other media form upon Notice to Customer. For additional terms and further descriptions of AT&T Business Voice over IP (BVoIP) Services go to BVOIP Service Guide. Balance of page intentionally blank 12 © 2011 AT&T Intellectual Property. All rights reserved. AT&T, the AT&T logo and all other marks contained herein are trademarks of AT&T Intellectual Property and/or AT&T affiliated companies. Version: 12012011 AT&T Tech Support 360SM These Terms, including the AT&T Tech Support 360SM Terms of Service referenced herein, constitute the contract between you and SBC Internet Services, Inc. dba AT&T Internet Services ("AT&T") regarding your access to and use of the AT&T Tech Support 360 service— including all technical support, advice, servicing and software provided as part of the service (collectively, the "Service"). These Terms govern your purchase and use of the Service, whether purchased through a telephone agent, or via the Internet through the AT&T Tech Support 360 website located at https://tech360.att.com/ATT/home/index.asp, or by an on-site technician. By registering for or using the Service, you agree to these Terms. The Service may also include remote computing or data storage capabilities, such as computer data storage, remote access to stored data, collaboration capabilities, and related services (collectively, "Backup and Go"). Please note that the term "Backup and Go", as used in these Terms, covers and includes both (i) the services referred to as Tech Support 360 Premium Plus and (ii) the Tech Support 360 Backup and Go family of services. The Service does not include assistance with computer programming or development support. The Service is not a hardware or software warranty or repair service. AT&T will not fix or replace broken equipment as part of the Service. 1. Product Eligibility Internet access required for remote access to service the computer. 2. Products and Pricing Products and Services Available Service Plans Tech Support 360 Advanced* Tech Support 360 Premium* Tech Support 360 Premium Plus* Tech Support 360 Mac Premium* Tech Support 360 Mac Premium Plus* Tech Support 360 + Back Up Bundle* Tech support 360 Advanced + Basic Unix Web Hosting* Back up and GoSM Plans Backup & Go – Basic* Backup & Go - Premium* Backup & Go - Guests Server Support Server Support – Enhanced Server Support – Mobile Email Help Desk** Help Desk 200 Minutes Help Desk 450 Minutes Help Desk 750 Minutes Help Desk 200 Minutes Help Desk 450 Minutes Help Desk 750 Minutes 13 Term Monthly Recurring Charge 1, 2 or 3 Yr 1, 2 or 3 Yr 1, 2 or 3 Yr 1, 2 or 3 Yr 1, 2 or 3 Yr 1 or 2 Yr 1 or 2 Yr $19.00 $24.00 $28.00 $24.00 $28.00 $25.00 $27.00 1, 2 or 3 Yr 1, 2 or 3 Yr $7.00 $10.00 $2.50 1 Yr 1 Yr $119.00 $199.00 1 Yr 1 Yr 1 Yr 3 Yr 3 Yr 3 Yr $250.00 $485.00 $700.00 $230.00 $465.00 $680.00 NonRecurring Charge Additional Product Information https://tech360.att.com/ATT/servicepackag es.asp https://tech360.att.com/ATT/services/subsc ription-service-pkgs-mac.asp http://webhosting.att.com/websitesolutions/sell-products.aspx tech360.att.com/ATT/backupandgo.asp https://tech360.att.com/ATT/services/server -assistance.asp tech360.att.com/ATT/helpdesk.asp © 2011 AT&T Intellectual Property. All rights reserved. AT&T, the AT&T logo and all other marks contained herein are trademarks of AT&T Intellectual Property and/or AT&T affiliated companies. Version: 12012011 Products and Services Available Term Monthly Recurring Charge NonRecurring Charge Additional Product Information A-la-Carte Smart Phone Advanced Support $99.00 Spyware & Virus Removal $109.95 PC Tune Up Plus $139.95 PC Optimization $59.95 Wireless Network Set up $89.95 PC Diagnostic $39.95 VDNA BIB HSI Training - 60min User $99.00 VDNA BIB HSI Training - 90min $149.00 Admin/User tech360.att.com/ATT/onetimeservices.asp Smart Phone Quick Start Basic $59.95 BIB T1 Configuration $99.00 60 SmartMinutes $99.00 180 SmartMinutes $265.00 300 SmartMinutes $420.00 Windows 7 Upgrade Advisor $25.95 Windows 7 Training $45.95 Mac One-Time Services $59.95 PC One Time Services $59.95 Prices do not include taxes, surcharges, fees, shipping charges, and any similar charges specified or allowed by any governmental entity. *Subscription plans are per month/per computer. **Help Desk Minutes can be used across multiple designated (registered) desktop or laptop computers. 3. Terms and Conditions Your use of AT&T Tech Support 360 is subject to your acceptance of the AT&T Tech Support 360 Terms of Service posted at https://tech360.att.com/ATT/termsofservice.asp. 4. Billing AT&T will bill Customer for the Service on a monthly basis via an electronic bill, and Customer agrees to such electronic billing, and further agrees such invoice method is reasonable. Customer may request a paper copy of its billing statement, and AT&T agrees to provide a paper copy for a fee (Optional Media) of $7.95. AT&T reserves the right to modify the charge for providing a paper copy or a copy in any other media form upon Notice to Customer. 14 © 2011 AT&T Intellectual Property. All rights reserved. AT&T, the AT&T logo and all other marks contained herein are trademarks of AT&T Intellectual Property and/or AT&T affiliated companies. Version: 12012011 AT&T Web HostingSM – Shared Hosting Subscription to AT&T Web Hosting Products and Services, you must comply with the "Acceptable Use Policy," as updated from time to time by AT&T, which can be viewed at www.corp.att.com/aup. If you purchase or transfer a domain name through AT&T you must comply with the ―Domain Name Registration Agreement‖, as updated from time to time by AT&T, which can be viewed at http://webhosting.att.com/Domain-Name-RegistrationAgreement.aspx. PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. BY SUBMITTING SUBSCRIBER INFORMATION, REGISTERING, AND ACTIVATING THE WEB HOSTING ACCOUNT, YOU ARE AGREEING TO BE BOUND BY AND ARE BECOMING A PARTY TO, THIS AGREEMENT. IF YOU DO NOT ACCEPT AND AGREE TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT SUBMIT THE SUBSCRIBER INFORMATION OR ACTIVATE THE WEB HOSTING ACCOUNT. 1. Products and Pricing Products and Services Available* Term Monthly Recurring Charge** NonRecurring Charge** Additional Product Information Service Plans*** Shared Web Hosting Basic Monthly $11.00 $25.00 Shared Web Hosting Enhanced Monthly $18.00 $25.00 Shared Web Hosting Premium Products and Services Available* Monthly $28.00 $25.00 Annual Recurring Charge** NonRecurring Charge** Domain Registration Domain Registration Domain Parking Plan Domain Parking Set Up Products and Services Available* 2 Yr 2 Yr N/A $9.00/year $9.00/year webhosting.att.com/website-solutions/webhosting-services.aspx Additional Product Information webhosting.att.com/email-solutions.aspx $7.00 Monthly Recurring Charge** NonRecurring Charge** Additional Product Information ShopSite eCommerce ShopSite eCommerce Starter ShopSite eCommerce Manager ShopSite eCommerce Pro Products and Services Available* Mobile Web Hosting*** Mobile Website Hosting Basic Mobile Website Hosting Enhanced Mobile Website Hosting Premium Mobile Website Hosting Basic Mobile Website Hosting Enhanced 15 Monthly Monthly Monthly $9.00 $25.00 $45.00 Monthly Recurring Charge** Monthly $13.00 Monthly $17.00 Monthly 1 Yr $25.00 $12.00 1 Yr $15.00 webhosting.att.com/website-solutions/sellproducts.aspx NonRecurring Charge** Additional Product Information http://webhosting.att.com/websitesolutions/mobile-web.aspx © 2011 AT&T Intellectual Property. All rights reserved. AT&T, the AT&T logo and all other marks contained herein are trademarks of AT&T Intellectual Property and/or AT&T affiliated companies. Version: 12012011 Mobile Website Hosting Premium Products and Services Available* E-Commerce*** Hosting and E-Commerce Bundle Products and Services Available* Bundles Adv TS360 + Basic Unix Host Adv TS360 + Basic Unix Host 1 Yr $22.00 Monthly Recurring Charge** NonRecurring Charge** Additional Product Information http://webhosting.att.com/website-solutions/sellproducts.aspx 1 Yr 1Yr $39.00 Monthly Recurring Charge** $27.00 NonRecurring Charge** Additional Product Information http://webhosting.att.com/website-solutions/sellproducts.aspx https://tech360.att.com/ATT/servicepackages.asp 2Yr $27.00 *Promotional pricing may be available based on customer’s total purchases under this agreement and qualifying product eligibility. **All current or future taxes, surcharges, fees, shipping charges, and any similar charges specified or allowed by any governmental entity are in addition to the prices shown *** If applicable Account Holder will pay all fees due according to the prices and terms selected during the registration process, including overage fees, which are those fees that may be charged if an Account Holder utilizes resources in excess of the Account Holder´s plan limit ("Overage Fees"). 2. Terms and Conditions Please review the AT&T Web Hosting Terms & Conditions, as your use of this account is bound by these items. If you do not agree to the Terms & Conditions, you must not use your AT&T Web Hosting account and must cancel it immediately. 3. Billing AT&T will bill Customer for the Service on a monthly basis via an electronic bill, and Customer agrees to such electronic billing, and further agrees such invoice method is reasonable. Customer may request a paper copy of its billing statement, and AT&T agrees to provide a paper copy for a fee (Optional Media) of $7.95. AT&T reserves the right to modify the charge for providing a paper copy or a copy in any other media form upon Notice to Customer. 16 © 2011 AT&T Intellectual Property. All rights reserved. AT&T, the AT&T logo and all other marks contained herein are trademarks of AT&T Intellectual Property and/or AT&T affiliated companies. Version: 12012011 AT&T Managed Internet Service AT&T Managed Internet Service (MIS) provides managed connectivity to the Internet through access facilities. AT&T provides, configures, monitors, manages and maintains the CPE necessary to use MIS, which generally consists of a router and a diagnostic modem. MIS with Managed Router is not available with the Dual Stack IP Version Option. Additional terms can be found in the AT&T Managed Internet Service (MIS) Business Service Guide Section SD-4.2. http://new.serviceguide.att.com/portals/sgportal.portal?_nfpb=true&_pageLabel=mis_page 1. Products and Pricing Products and Services Available* AT&T Managed Internet Service℠-SBS*** Products and Services Available* AT&T Managed Internet Service℠-SBS**** Business in a Box (BIB) Monthly Recurring Charge** 0- 50 miles 51 + miles $614.00 $724.00 Monthly Recurring Charge** 0-25 miles 26-50 miles $589.00 $984.00 Monthly Recurring Charge** Service Publication Site http://new.serviceguide.att.com/porta ls/sgportal.portal?_nfpb=true&_page Label=mis_page Service Publication Site http://new.serviceguide.att.com/porta ls/sgportal.portal?_nfpb=true&_page Label=mis_page Service Publication Site BIB Base Unit 12 POE Port On-Site Mtce $75.00 MIS BIB 8 Port POE Add-On On-Site Mtce MIS $35.00 BIB 24 Port POE Add-On On-Site Mtce MIS $85.00 * *Promotional pricing and Mobility discounts may be available based on customer and qualifying product eligibility. **All current or future taxes, surcharges, fees, shipping charges, and any similar charges specified or allowed by any governmental entity are in addition to the prices shown. *** Available in the areas in the following 22 states where AT&T serves as the ILEC (incumbent local exchange company): Alabama, Arkansas, California, Florida, Georgia, Illinois, Indiana, Louisiana, Kansas, Kentucky, Michigan, Mississippi, Missouri, Nevada, North Carolina, Ohio, Oklahoma, South Carolina, Tennessee, Texas, Wisconsin. **** Available in areas outside the 22 states where AT&T is not the ILEC (incumbent local exchange company). 2. Geographic Availability MIS Service Components/Capabilities and Optional Features are available as indicated in the MIS Geographic Availability Matrix in the AT&T Managed Internet Service (MIS) Business Service Guide Section SD-1. http://new.serviceguide.att.com/portals/sgportal.portal?_nfpb=true&_pageLabel=mis_page 3. Term and Termination "Term" Period of Term "Initial Term" 2 Years 17 Term Start Date The Initial Term commences on the date the Service Activation Date of that Service Component, unless Customer’s actions or omissions cause a delay of the Service Activation Date beyond its scheduled Service Activation Date, in which case billing will © 2011 AT&T Intellectual Property. All rights reserved. AT&T, the AT&T logo and all other marks contained herein are trademarks of AT&T Intellectual Property and/or AT&T affiliated companies. Version: 12012011 begin on the day after the scheduled Service Activation Date for such Service Component. The Service Activation Date for a Service Component is the date on which the following connectivity criteria have been met: The MIS Access Arrangement has been installed and tested to the Customer Site specified in the sales order form, and AT&T has verified that IP connectivity to the Internet exists. If Customer has its own domain, Customer's domain has been registered by Customer with ICANN Accredited Registrar and any AT&T-supplied DNS administration and additional DNS servers are operational for Customer's domain. For MIS with Managed Router, the AT&T CPE* has been correctly configured and installed at the Customer Site specified in the sales order form. For other MIS Service Components, AT&T has verified that the Service Component is working. *In some Customer contracts with AT&T, ―AT&T CPE‖ is replaced by the term ―AT&T Equipment.‖ For those contracts, reference to ―AT&T CPE‖ in this Service Guide should be deemed to be a reference to ―AT&T Equipment‖. "Renewal Term" 2 Years Upon expiration of the Initial Term, this Agreement renews for a Renewal Term of two (2) years, unless either Party notifies the other no less than sixty (60) days prior to the expiration of the Party's intent to allow the Agreement to expire. 4. Withdrawal of Services AT&T may discontinue offering or providing the Service or a Service Component to Customer upon thirty (30) days written notice or as required under applicable law or regulation, and in any event only where AT&T generally discontinues providing the Service or a Service Component to similarly-situated customers. AT&T will use commercially reasonable practices in determining the timing of an Service or Service Component withdrawal. 5. Early Termination Fee If Customer, cancels or otherwise discontinues the Service prior to the expiration of the Initial Term or Renewal Term, Customer is liable for an Early Termination Fee equal to 50% of the monthly recurring charges for the Service at the time of the termination, times the number of months remaining in the then in-effect Term plus, if applicable, the Customer will also be liable for reimbursement of any one- time credits or payments. 6. Service Level Agreements AT&T has established performance objectives for MIS Service. While AT&T cannot guarantee that these performance objectives always will be met, AT&T will provide credits to Customer when they are not met. For MIS Sites located outside the US, the SLAs set forth below only apply to orders placed after December 16, 2005. Unless otherwise agreed to by the parties, any SLAs set forth in Customer’s Service Agreement, including prior versions of the Service Guide applicable to such Sites, will continue to apply to MIS Sites located outside the US that were ordered prior to December 16, 2005. Additional terms are provided in the AT&T Managed Internet Service (MIS) Business Service Guide Section SLA-1. General MIS SLA Terms http://new.serviceguide.att.com/portals/sgportal.portal?_nfpb=true&_pageLabel=mis_page 18 © 2011 AT&T Intellectual Property. All rights reserved. AT&T, the AT&T logo and all other marks contained herein are trademarks of AT&T Intellectual Property and/or AT&T affiliated companies. Version: 12012011 7. AT&T CPE Monitoring and Maintenance AT&T will retain full management and operational control (including passwords) of the AT&T CPE. AT&T will coordinate required software updates and configuration changes to AT&T CPE. AT&T technicians will work remotely with Customer to diagnose failures and determine if AT&T CPE should be replaced or repaired. There are two types of maintenance a Customer can choose from. Advanced Next Business Day Replacement: If a problem is identified with the AT&T CPE, AT&T will provide overnight shipment of replacement CPE for the Customer to self install. While AT&T will ship the equipment for Next Business Day delivery where available, AT&T does not guarantee arrival on the next business day after the identification of the problem. On-Site Maintenance 24x7x4 Option: Once a problem has been identified with the AT&T CPE, an AT&T qualified technician will be dispatched to a Customer site typically within a four (4) hour response to verify and replace the AT&T CPE. This response time is not guaranteed by AT&T because of geography and other conditions. 8. AT&T Business in a BoxTM Device Hardware / Dimensions / Regulatory Specifications can be found in the AT& TBusiness in a Box powered by MIS or PNT Service SERVICE GUIDE Section 5 www.corp.att.com/abs/serviceguide/ 9. Disconnect Orders To disconnect an MIS Service Component, Customer must submit a disconnect order in writing using AT&T’s online form, where available, or AT&T’s designated alternative procedures. Recurring charges continue to apply for a period of 30 days from the date AT&T receives a disconnect order or until the disconnect date specified in the disconnect order, whichever is later. Customer may delay or cancel a disconnect order without charge, at any time prior to the disconnect date, by submitting a written request using AT&T’s online form, where available, or AT&T’s designated alternative procedures. Additional terms on Cancelation of an Order are provide in the AT&T Managed Internet Service (MIS) Business Service Guide Section SD-2.4 Cancellation of an Order http://new.serviceguide.att.com/portals/sgportal.portal?_nfpb=true&_pageLabel=mis_page 10. Return of AT&T CPE When (i) Customer’s agreement with AT&T for the provision of the Service expires, is terminated by Customer pursuant to its terms or is terminated by AT&T pursuant to its terms; (ii) AT&T determines AT&T CPE is no longer needed for the provision of service; or (iii) Customer’s agreement for the AT&T transport service (such as MIS) terminates: Customer will, within 30 calendar days, return the AT&T CPE to AT&T at the Customer’s expense to include appropriate packing and shipping. AT&T CPE must be in the same condition as originally installed, except for ordinary wear and tear. Customer will incur a charge of $1,000 for not returning the AT&T CPE and associated modem to AT&T within 30 days of disconnect. The Customer must use a traceable carrier when returning the CPE to AT&T. The customer will provide a tracking number to AT&T upon request and will be responsible for the CPE until verified by AT&T that it has been received. 11. Billing AT&T will bill Customer for the Service on a monthly basis via an electronic bill, and Customer agrees to such electronic billing, and further agrees such invoice method is reasonable. Customer may request a paper copy of its billing statement, and AT&T agrees to provide a paper copy for a fee (Optional Media) of $7.95. AT&T reserves the right to modify the charge for providing a paper copy or a copy in any other media form upon Notice to Customer. 19 © 2011 AT&T Intellectual Property. All rights reserved. AT&T, the AT&T logo and all other marks contained herein are trademarks of AT&T Intellectual Property and/or AT&T affiliated companies. Version: 12012011 AT&T Mobility Services 1. Service. 1.1 AT&T Markets. Service is available for purchase only in AT&T Markets, as may be modified by AT&T from time to time. 1.2 Availability/Interruption. Service will be available only within the operating range of each Carrier's wireless system in AT&T Markets and where roaming is available through other carriers (each, a "Service Area"). AT&T may from time to time add or delete Service Areas, and AT&T may terminate Service to Customer’s CRU(s) in any such deleted Service Area and/or terminate the Agreement if the Service Area deletion affects all of Customer’s CRUs. Gaps in Service occur within the Service Areas shown on coverage maps, which, by their nature, are only approximations of actual coverage; therefore, AT&T does not guarantee Customer uninterrupted Service. Unless prohibited by law, Service may be interrupted, delayed or otherwise limited for a variety of reasons, including environmental conditions, unavailability of radio frequency channels, system capacity, priority access by National Security and Emergency Preparedness personnel in the event of a disaster or emergency, coordination with other systems, equipment modifications and repairs, and problems with the facilities of interconnecting carriers. AT&T may block access to certain categories of numbers (e.g., 976, 900 and international destinations) at its sole discretion. In addition, AT&T may interrupt or terminate Service without notice: (a) for any conduct that AT&T believes violates this Agreement or any terms and conditions of Customer’s Plan; (b) if Customer’s representative or CRU behaves in an abusive, derogatory, or similarly unreasonable manner with any of AT&T’s representatives; (c) for Customer's nonpayment of charges, provision of inaccurate credit information, and/or refusal to pay any requested advance payment or deposit when AT&T believes that Customer’s credit has deteriorated; or (d) if AT&T has reasonable cause to believe that Customer’s Equipment is being used for an unlawful purpose or in a way that (i) is harmful to, interferes with, or may adversely affect the Service, AT&T’s owned network or the network of any other provider, (ii) interferes with the use or enjoyment of Services received by other customers, (iii) infringes intellectual property rights, (iv) results in the publication of threatening or offensive material, or (v) constitutes spam or other abusive messaging or calling, a security risk or a violation of privacy. 2. Plans and Sales Information. Customer may choose from Voice Service and Wireless Data Service Plans found at the “Plans” page of the Program Website, as may be modified by AT&T from time to time. The pricing, terms and conditions of the Service depend upon the Plan, feature, promotion or other offer (including, without limitation, any Supplemental Service) selected when Service is activated or changed. Certain terms and conditions are set forth in the Enterprise Customers: Additional Service and Equipment Related Terms found at att.com/abs-addtl-terms; product-specific pricing and/or additional product-specific terms and conditions are set forth in separate product briefs and rate brochures, at wireless.att.com/businesscenter, and/or in other AT&T marketing materials. Such Enterprise Customers: Additional Service and Equipment Related Terms and other online and printed product materials are referred to collectively in the Agreement as “Sales Information” and incorporated herein by reference. End Users must qualify for the chosen Service. If End Users lose their eligibility for a particular rate plan, AT&T may change their rate plan to one for which they qualify. Customer can contact its AT&T representative for copies of the Sales Information. Service (including without limitation, eligibility requirements, Plans, pricing, features, promotions, offers, and/or Service Areas)are subject to change without notice. Any provisions in the terms and conditions governing the Plan, feature, promotion or other 20 © 2011 AT&T Intellectual Property. All rights reserved. AT&T, the AT&T logo and all other marks contained herein are trademarks of AT&T Intellectual Property and/or AT&T affiliated companies. Version: 12012011 offer which, by their terms, are to exist for a specified period of time, will survive any termination or expiration of this Agreement. 3. Equipment. 3.1 Availability. With respect to Numbers provisioned from AT&T Markets, Customer may purchase available Equipment found at the “Equipment” page of the Program Website, the list of which may be modified by AT&T from time to time. Specific models of Equipment are subject to availability limitations. 3.2 General. Customer is responsible for all phones and other Equipment containing a SIM assigned to Customer and/or its CRUs under Customer’s account. Equipment must be compatible with, and not interfere with, the Service and must comply with all applicable laws, rules, and regulations. Customer is responsible for the purchase and maintenance of any additional hardware, software and/or Internet access from PCs required to use the Service. Equipment not purchased from AT&T or its authorized distributors (a) may not provide some or all of the features included in the Service; and (b) may not allow use of features and functions when off of AT&T’s wireless network, including those that work while on AT&T’s wireless network, and CALLS TO 911 MAY NOT GO THROUGH ON ANY NETWORK. AT&T may periodically program Customer’s Equipment remotely with system settings for roaming service, to direct Customer’s Equipment to use network services most appropriate for Customer’s CRUs’ typical usage, and other features that cannot be changed manually. Equipment purchased for use on AT&T’s system are designed for use exclusively on AT&T’s system. Customer agrees that Customer and/or its CRUs won’t make any modifications to the Equipment or programming to enable the Equipment to operate on any other system. AT&T may, at its sole and absolute discretion, modify the programming to enable the operation of the Equipment on other systems. Customer is solely responsible for complying with U.S. Export Control laws and regulations and the import laws and regulations of foreign countries when CRUs are traveling internationally with Customer’s Equipment. Call timers included in the Equipment are not an accurate representation of actual billed usage. 3.3 Shipping, Title and Risk of Loss. Subject to availability, and AT&T's receipt of complete order information, AT&T will ship Equipment ordered by Customer and/or its End Users to the address specified in the order within two (2) to five (5) business days of AT&T's receipt of the order. Title and risk of loss will pass to Customer upon delivery of the Equipment to the address specified in the order. 4. Activation and Other Processes. 4.1 Service and Equipment. Customer will follow the policies and processes established by AT&T to activate, migrate, terminate, or otherwise modify Service or to purchase Equipment, as may be modified from time to time. Customer authorizes AT&T to provide information about and to make changes to Customer’s account, including adding new Service, upon the direction of any individual representative of Customer able to provide information AT&T deems sufficient to identify Customer. Any order for Service and/or Equipment that Customer's representative submits to AT&T will be binding upon Customer pursuant to the terms and conditions of this Agreement. AT&T may reasonably rely on the authority of any person who executes an order on Customer's behalf. Customer consents to the use by AT&T or its authorized agents of regular mail, predictive or autodialing equipment, email, text messaging, facsimile or other reasonable means to contact Customer and/or its CRUs to advise Customer and/or its CRUs about AT&T’s Services or other matters AT&T believes may be of interest to Customer and its CRUs. In any event, AT&T reserves the right to contact Customer and/or its CRUs by any means regarding customer servicerelated notifications, or other such information. 21 © 2011 AT&T Intellectual Property. All rights reserved. AT&T, the AT&T logo and all other marks contained herein are trademarks of AT&T Intellectual Property and/or AT&T affiliated companies. Version: 12012011 4.2 Additional Products, Services, Equipment, and Programs. AT&T may make additional products, services, Equipment and/or programs available to Customer. To the extent Customer orders, pays for, or otherwise receives the benefit of any products, services, Equipment and/or programs, Customer will be bound by the terms and conditions of their respective Attachments found in the “Additional Products, Services, Equipment and Programs” section of the Program Website, as such terms and conditions may be modified by AT&T from time to time, all of which are incorporated herein by reference. 4.3 Identification and Password. Before Customer may use certain AT&T online activation, enrollment, configuration and/or support services, an authorized representative of Customer must register with AT&T and create a login identification ("ID") and password. Use of this login ID and password will enable Customer and/or its employees and agents to make certain changes to Customer's and/or CRUs' account(s). Customer is solely responsible for maintaining adequate security and control of any and all IDs, passwords, or any other codes that are created by Customer, or issued to Customer by AT&T, for purposes of giving Customer access to activation, enrollment, configuration and support services. AT&T is entitled to rely on information it receives from Customer or its agents and may assume that all such information was submitted by or on behalf of Customer. 4.4 Supplemental Services. Customer may from time to time subscribe to services, features or software applications provided by third parties including, but not limited to, (a) operator services, (b) loss protection, (c) fleet tracking, field service, sales force automation and other software-based features and applications, and (d) messaging, email, email forwarding or other server software-based services (collectively, “Supplemental Services”). Customer acknowledges that access to such Supplemental Services typically requires a separate licensing or other agreement between Customer and the third party and that Customer is also subject to the terms and conditions of that agreement. 5. Payment and Charges. 5.1 Payment. Customer must pay all charges, including, without limitation, airtime, roaming, recurring monthly service, activation, optional feature charges, license fees, toll, collect call and directory assistance charges, Equipment, Supplemental Services, and any other charges or calls billed to a CRU’s phone number. Customer may be billed for multiple types of usage simultaneously. Customer must also pay Taxes (as defined below), administrative and late payment fees, restoral and reactivation charges, and any Regulatory Cost Recovery Fee and other surcharges. For any termination (including when a Number is switched to another carrier), Customer will be responsible for payment of all fees and charges through the end of the billing cycle in which termination occurs. Payment is due upon receipt of the invoice. 5.1.1 Taxes. Taxes include any applicable sales, public utilities, gross receipts, or other taxes, surcharges, fees and assessments imposed by governments (regardless of whether they are imposed on Customer, CRU, AT&T or a Carrier) including, without limitation, assessments to defray costs for government programs such as universal connectivity, enhanced 911 service, local number portability, and number pooling relating to Service, Equipment, goods or services purchased, and/or the wireless network. Customer understands and agrees that State and Federal Universal Service Fees and other governmentally imposed fees, whether or not assessed directly upon Customer, may be increased based upon the government's or AT&T’s calculations. 5.1.2 Regulatory Cost Recovery Charge. In addition to other charges, AT&T may assess a Regulatory Cost Recovery Charge, which is a monthly charge with respect to each CRU, that is created, assessed and collected by AT&T to help defray AT&T's costs incurred in complying with State and Federal telecom regulation; State and Federal 22 © 2011 AT&T Intellectual Property. All rights reserved. AT&T, the AT&T logo and all other marks contained herein are trademarks of AT&T Intellectual Property and/or AT&T affiliated companies. Version: 12012011 Universal Service charges; and surcharges for customer-based and revenue-based State and local assessments on AT&T. These are not taxes or government-required charges. AT&T may change the amount of the Regulatory Cost Recovery Charge without notice. 5.2 Charges. 5.2.1 Generally. If Equipment is shipped to Customer or a CRU, Services may be activated before delivery of the Equipment so that it can be used promptly upon receipt. Thus, Customer may be charged for Services while the Equipment is still in transit. Except as provided below, monthly service and certain other charges are billed one month in advance, and there is no proration of such charges if Service is terminated on other than the last day of the applicable billing cycle. Monthly service and certain other charges are billed in arrears if Customer is a former customer of AT&T Wireless and maintain uninterrupted service on select Plans; however, if Customer elects to receive invoices for Service combined with Customer’s wireline phone bill (where available), Customer will be billed in advance as provided above. Unless otherwise provided in the corresponding Sales Information, if a selected Plan includes a predetermined allotment of services (e.g., a predetermined amount of airtime, data, megabytes or text messages), any unused allotment of such services from one billing cycle will not carry over to any other billing cycle. AT&T may bill Customer in a format as AT&T determines from time to time. Additional charges may apply for additional copies of invoices, or for detailed information about Customer’s usage of Services. All data and messaging allowances must be used in the billing period in which the allowance is provided. Billing of usage for calls, messages, data or other services (such as usage when roaming on other carriers’ networks, including internationally) may occasionally be delayed. Such usage charges may appear in a later billing cycle, will be deducted from Anytime monthly minutes or other Service allotments for the month when the usage is actually billed, and may result in additional charges for that month. Those minutes will be applied against Customer’s Anytime monthly minutes in the month in which the calls appear on Customer’s bill. Customer also remains responsible for paying the monthly service fee if Service is suspended for nonpayment. AT&T may require payment by money order, cashier’s check, or a similarly secure form of payment at AT&T’s discretion. Billing cycle end dates may change from time to time. When a billing cycle covers less than or more than a full month, AT&T may make reasonable adjustments and prorations. Service charges may differ by Service Area. Services, Equipment and Supplemental Services may incur charges in a different manner than set forth herein, and AT&T will advise Customer of any such differences in the corresponding Attachment and/or Sales Information. Certain Supplemental Services and non-stocked Equipment may be billed to Customer’s or its CRUs’ invoices, as applicable, by AT&T on behalf of the third party provider pursuant to the terms and conditions of AT&T’s Alliance Billing Service Attachment found at the Program Website. AT&T will advise Customer when the Alliance Billing Service applies. 5.2.2 Voice Service Charges. AIRTIME AND OTHER MEASURED USAGE ("CHARGEABLE TIME") IS BILLED IN FULL-MINUTE INCREMENTS, AND ACTUAL AIRTIME AND USAGE ARE ROUNDED UP TO THE NEXT FULL-MINUTE INCREMENT AT THE END OF EACH CALL FOR BILLING PURPOSES. AT&T CHARGES A FULL MINUTE OF AIRTIME USAGE FOR EVERY FRACTION OF THE LAST MINUTE OF AIRTIME USED ON EACH WIRELESS CALL. UNLESS OTHERWISE PROVIDED IN THE SALES INFORMATION FOR A PARTICULAR PLAN OR FEATURE, MINUTES WILL BE DEPLETED ACCORDING TO USAGE IN THE FOLLOWING ORDER: NIGHT AND WEEKEND MINUTES, MOBILE TO MOBILE MINUTES, ANYTIME MINUTES AND ROLLOVER, EXCEPT THAT MINUTES THAT ARE PART OF BOTH A LIMITED PACKAGE AND AN UNLIMITED PACKAGE WILL NOT BE DEPLETED FROM THE LIMITED PACKAGE. Chargeable Time begins for outgoing calls when pressing SEND (or similar key) and for incoming calls when a signal connection from the caller is established with AT&T’s facilities. 23 © 2011 AT&T Intellectual Property. All rights reserved. AT&T, the AT&T logo and all other marks contained herein are trademarks of AT&T Intellectual Property and/or AT&T affiliated companies. Version: 12012011 Chargeable Time ends after pressing END (or similar key), but not until the Equipment's signal of call disconnect is received by AT&T’s facilities and the call disconnect signal has been confirmed. All outgoing calls on AT&T’s wireless network for which AT&T’s systems receive answer supervision or which have at least thirty (30) seconds of airtime or other measured usage shall incur a minimum of one (1) minute airtime charge. Answer supervision is generally received when a call is answered; however, answer supervision may also be generated by voice mail systems, private branch exchanges, and interexchange switching equipment. Chargeable Time may (a) include time for AT&T to recognize that only one party has disconnected from the call, time to clear the channels in use, and ring time, and (b) occur from other uses of AT&T’s facilities, including by way of example, voice mail deposits and retrievals, and call transfers. Calls that begin in one rate period and end in another rate period may be billed in their entirety at the rates for the period in which the call began. 5.2.3 Wireless Data Service Charges. DATA TRANSPORT IS CALCULATED IN FULLKILOBYTE INCREMENTS, AND ACTUAL TRANSPORT IS ROUNDED UP TO THE NEXT FULL-KILOBYTE INCREMENT AT THE END OF EACH DATA SESSION FOR BILLING PURPOSES. AT&T CALCULATES A FULL KILOBYTE OF DATA TRANSPORT FOR EVERY FRACTION OF THE LAST KILOBYTE OF DATA TRANSPORT USED ON EACH DATA SESSION. TRANSPORT IS BILLED EITHER BY THE KILOBYTE (“KB”) OR MEGABYTE ("MB"). IF BILLED BY MB, THE FULL KBs CALCULATED FOR EACH DATA SESSION DURING THE BILLING PERIOD ARE TOTALED AND ROUNDED UP TO NEXT FULL MB INCREMENT TO DETERMINE BILLING. IF BILLED BY KB, THE FULL KBs CALCULATED FOR EACH DATA SESSION DURING THE BILLING PERIOD ARE TOTALED TO DETERMINE BILLING. NETWORK OVERHEAD, SOFTWARE UPDATE REQUESTS, EMAIL NOTIFICATIONS AND RESEND REQUESTS CAUSED BY NETWORK ERRORS CAN INCREASE MEASURED KILOBYTES. Utilizing compression solutions may or may not impact the amount of kilobytes calculated for data transport. For Wireless Data Service that permits Voice Service usage at pay per use rates, airtime and other measured usage will be billed in full minute increments and rounded up to the next full minute increment at the end of each call. Customer is responsible for all Wireless Data Service usage sent through AT&T’s wireless network and associated with Equipment regardless of whether the Equipment actually receives the information. Network overhead, software update requests, and resend requests caused by network errors can increase measured kilobytes. Data sent and received includes, but is not limited to, downloads, email, overhead and software update checks. If Customer or a CRU chooses to connect Equipment to a PC for use as a wireless modem, standard Wireless Data Service charges will apply in accordance with the corresponding Plan. Wireless Data Service usage is compiled as often as once per hour or only once every 24 hours. AT&T’s system will then create a billing record representing (a) the Wireless Data Service usage for each data gateway or service accessed (e.g. WAP, RIM) while on AT&T’s wireless network; (b) the usage for each Carrier's domestic network; and (c) the Wireless Data Service usage for each international network. In some situations billing for Wireless Data Service usage may be delayed; any delayed usage will create additional billing records for the actual day of the usage. Usage on networks not owned by AT&T is limited as provided in Customer’s Wireless Data Service Plan. Unless designated for international or Canada use, Plan prices and included use apply only to EDGE/GPRS and BroadbandConnect access and use on AT&T’s wireless network and its roaming partners’ wireless networks within the United States and its territories (Puerto Rico and the U.S. Virgin Islands), excluding areas within the Gulf of Mexico. 5.3 Software. Any software licensed separately by AT&T to Customer and/or its CRUs for use with the Service will be governed by the written terms and conditions applicable to such software. Title to software remains with AT&T or its supplier. Customer must comply with all such terms and conditions and they take precedence over this Agreement as to such software. For the avoidance of doubt, software referred to herein does not include Software as defined in the Sales Information found at att.com/absaddtl-terms or any Supplemental Service. 24 © 2011 AT&T Intellectual Property. All rights reserved. AT&T, the AT&T logo and all other marks contained herein are trademarks of AT&T Intellectual Property and/or AT&T affiliated companies. Version: 12012011 5.4 Disputed Charges. Except as otherwise provided by law with respect to unauthorized charges, disputed charges must be disputed to AT&T in writing within six (6) months after the date of the affected invoice, or the right to dispute is waived. In the event of a disputed invoice, Customer will pay the entire undisputed amount of the invoice. AT&T, Customer and Carriers will use their good faith efforts to reconcile the dispute within sixty (60) days of submission of the dispute to AT&T. 5.4.1 Unauthorized Charges to Equipment. (California Customers Only) Customer is not liable for charges it did not authorize, but the fact that a call was placed from a CRU’s Equipment is evidence that the call was authorized. Customer may submit documents, statements and other information to show any charges were not authorized. Unauthorized charges may include calls made to or from a CRU’s Equipment after it was lost or stolen. If Customer notifies us of any charges on its bill it claims are unauthorized, AT&T will investigate. AT&T will advise Customer of the result of its investigation within 30 days. If Customer does not agree with the outcome, Customer may file a complaint with the California Public Utilities Commission and Customer may have other legal rights. While an investigation is underway, Customer does not have to pay any charges it disputes or associated late charges, and AT&T will not send the disputed amount to collection or file an adverse credit report about it. 5.5 Late Payment Fee. Late payment charges are based on the state to which the area code of the first Number assigned to Customer’s billing account is assigned by the North American Numbering Plan Administration (for area code assignments, see nationalnanpa.com/area_code_maps). Customer will pay AT&T a late payment fee equal to the lesser of up to one and one-half percent (1.5%) per month (prorated daily) of any amount not paid by the due date, or the highest amount allowed by applicable state law or tariff; provided, however, that, with respect to amounts not paid by Customer in accordance with §5.4 above, AT&T and Customer agree that the late payment fee will accrue on the unpaid disputed amount as set forth above during the dispute resolution process but that Customer will only be liable for the late payment fee to the extent the dispute is resolved in favor of AT&T. In the event Customer fails to pay billed charges when due and it becomes necessary for AT&T to refer Customer’s account(s) to a third party for collection, AT&T will charge a collection fee at the maximum percentage permitted by applicable law, but not to exceed 18% to cover the internal collection-related costs AT&T has incurred on such account(s) through and including the date on which AT&T refer(s) the account(s) to such third party. 5.6 Advance Payments and/or Deposits. AT&T may require Customer to make deposits or advance payments for Service, which AT&T may offset against any unpaid balance on Customer’s account. Interest won’t be paid on advance payments or deposits unless required by law. AT&T may require additional advance payments or deposits if AT&T determines that the initial payment was inadequate. Based on Customer’s creditworthiness as AT&T determines it, AT&T may establish a credit limit and restrict Service. If Customer’s account balance goes beyond the limit AT&T set for Customer, AT&T may immediately interrupt or suspend Service until Customer’s balance is brought below the limit. Any charges incurred by Customer’s CRUs’ in excess of Customer’s limit become immediately due. If Customer has more than one account with AT&T, Customer must keep all accounts in good standing to maintain Service. If one account is past due or over its limit, all accounts in Customer’s name are subject to interruption or termination and all other available collection remedies. AT&T will charge Customer up to $30 (depending on applicable law) for any check or other instrument (including credit card charge backs) returned unpaid for any reason. 6. Default, Termination, Cure and Remedies. 6.1 Default and Termination. If either party fails to perform or observe any material term or condition of this Agreement, then such party will be in default of the Agreement, and the non- 25 © 2011 AT&T Intellectual Property. All rights reserved. AT&T, the AT&T logo and all other marks contained herein are trademarks of AT&T Intellectual Property and/or AT&T affiliated companies. Version: 12012011 defaulting party may terminate the Agreement in accordance with the terms and conditions of §6.2 below. 6.2 Notice and Opportunity to Cure. The party seeking to terminate the Agreement under §6.1 above must notify the defaulting party in writing at least thirty (30) days prior to the proposed termination date. This written notice must specify the default(s) giving rise to the right to terminate the Agreement, and must specify a proposed termination date. The defaulting party will have thirty (30) days in which to cure the default(s), unless such cure period is extended by agreement of the parties. If the default is not cured within this thirty (30) day cure period or any extension thereof, then the Agreement will automatically terminate at the close of business on the termination date specified in the written notice or any agreed extension. 6.3 Termination for Deletion of Service Area. If the deletion of any Service Area materially reduces the Service provided to Customer hereunder, then Customer, within thirty (30) days of the effective date of the Service Area deletion, must notify AT&T in writing of its intent to terminate. Such written notice must specify the material Service Area deletion and must specify a proposed termination date no earlier than thirty (30) days from the date of the notice. 6.4 Remedies. Upon termination for any reason, the parties may seek any remedies available at law or in equity, and Customer will pay to AT&T all amounts incurred hereunder as of the termination date, including any Cancellation Fee(s). In addition, Customer will pay to AT&T all collection costs and expenses, including reasonable attorneys’ fees and costs, incurred by AT&T in exercising any of its rights and remedies when enforcing any provisions of this Agreement. 7. DISCLAIMERS AND LIMITATIONS OF LIABILITY. 7.1 Disclaimer of Warranties. AT&T MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, AND SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENTOR ANY WARRANTY ARISING BY USAGE OF TRADE OR COURSE OF DEALING. FURTHER, AT&T MAKES NO REPRESENTATION OR WARRANTY THAT WIRELESS CALLS OR OTHER TRANSMISSIONS WILL BE ROUTED OR COMPLETED WITHOUT ERROR OR INTERRUPTION (INCLUDING CALLS TO 911 OR ANY SIMILAR EMERGENCY RESPONSE NUMBER), OR GUARANTEE REGARDING NETWORK SECURITY, THE ENCRYPTION EMPLOYED BY ANY SERVICE, EQUIPMENT OR SUPPLEMENTAL SERVICE, THE INTEGRITY OF ANY DATA THAT IS SENT, BACKED UP, STORED OR SUBJECT TO LOAD BALANCING, OR THAT AT&T’S SECURITY PROCEDURES WILL PREVENT THE LOSS OR ALTERATION OF, OR IMPROPER ACCESS TO, CUSTOMER’S DATA AND INFORMATION. AT&T DOES NOT AUTHORIZE ANYONE TO MAKE A WARRANTY OF ANY KIND ON ITS BEHALF, AND CUSTOMER SHOULD NOT RELY ON ANYONE MAKING SUCH STATEMENTS. AT&T IS NOT THE MANUFACTURER OF EQUIPMENT PURCHASED BY OR PROVIDED TO CUSTOMER IN CONNECTION WITH USE OF THE SERVICE AND/OR SUPPLEMENTAL SERVICE. 7.2 Limitation of Liability. (a) AT&T’S ENTIRE LIABILITY, AND CUSTOMER’S EXCLUSIVE REMEDY, FOR DAMAGES ARISING OUT OF MISTAKES, OMISSIONS, INTERRUPTIONS, DELAYS, ERROR OR DEFECTS IN THE SERVICE OR SUPPLEMENTAL SERVICE THAT LAST MORE THAN TWENTY-FOUR (24) HOURS, AND NOT CAUSED BY CUSTOMER’S NEGLIGENCE, WILL IN NO EVENT EXCEED THE RECURRING SERVICE CHARGES FOR THE PERIOD DURING WHICH SUCH MISTAKE, OMISSION, INTERRUPTION, DELAY, ERROR OR DEFECT OCCURS AND CONTINUES. IN NO EVENT SHALL AT&T BE LIABLE TO CUSTOMER FOR 26 © 2011 AT&T Intellectual Property. All rights reserved. AT&T, the AT&T logo and all other marks contained herein are trademarks of AT&T Intellectual Property and/or AT&T affiliated companies. Version: 12012011 ANY DAMAGES ARISING OUT OF MISTAKES, OMISSIONS, INTERRUPTIONS, DELAYS, ERROR OR DEFECTS THAT LAST LESS THAN TWENTY FOUR (24) HOURS. (b) §7.2(a) WILL NOT APPLY TO: (i) BODILY INJURY, DEATH, OR DAMAGE TO REAL OR TANGIBLE PROPERTY DIRECTLY CAUSED BY AT&T’S NEGLIGENCE; (ii) BREACH OF §12 (Publicity and Advertising) OR §13.6 (Confidential Information); OR (iii) DAMAGES ARISING FROM AT&T’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. (c) NEITHER AT&T NOR CUSTOMER WILL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, OR SPECIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, ADVANTAGE, SAVINGS OR REVENUES, OR INCREASED COST OF OPERATIONS. 7.3 Disclaimer of Liability. AT&T WILL NOT BE LIABLE FOR ANY DAMAGES, EXCEPT TO THE EXTENT CAUSED BY AT&T’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, ARISING OUT OF OR RELATING TO: INTEROPERABILITY, ACCESS OR INTERCONNECTION OF THE SERVICE, EQUIPMENT OR SUPPLEMENTAL SERVICE WITH APPLICATIONS, EQUIPMENT, SERVICES, CONTENT OR NETWORKS PROVIDED BY CUSTOMER OR THIRD PARTIES; SERVICE DEFECTS, SERVICE LEVELS, DELAYS OR INTERRUPTIONS (EXCEPT FOR LIABILITY FOR SUCH EXPLICITLY SET FORTH IN THIS AGREEMENT); ANY INTERRUPTION OR ERROR IN ROUTING OR COMPLETING CALLS OR OTHER TRANSMISSIONS (INCLUDING 911 CALLS OR ANY SIMILAR EMERGENCY RESPONSE NUMBER); LOST OR ALTERED MESSAGES OR TRANSMISSIONS; OR UNAUTHORIZED ACCESS TO OR THEFT, ALTERATION, LOSS, OR DESTRUCTION OF CUSTOMER’S, ITS AFFILIATE’S, END USERS’, OR THIRD PARTIES’ APPLICATIONS, CONTENT, DATA, PROGRAMS, INFORMATION, NETWORK, OR SYSTEMS. 7.4 Premier. CUSTOMER AGREES THAT AT&T WILL HAVE NO LIABILITY TO CUSTOMER FOR ANY UNAUTHORIZED INTERCEPTION OF AND/OR ACCESS TO PREMIER. AT&T’S SECURITY FEATURES FOR PREMIER INCLUDE SECURE SOCKET LAYER (SSL) ENCRYPTION TECHNOLOGY AND PASSWORD RESTRICTIONS. IN ADDITION, CUSTOMER AGREES THAT AT&T WILL HAVE NO LIABILITY TO CUSTOMER FOR ANY DELAYS IN PROVIDING INFORMATION ON PREMIER OR ANY FAILURE OF PREMIER. CUSTOMER'S SOLE AND EXCLUSIVE REMEDY FOR ANY DAMAGES, LOSSES, CLAIMS, COSTS AND EXPENSES ARISING OUT OF OR RELATING TO PREMIER WILL BE THE TERMINATION OF CUSTOMER'S ACCESS TO PREMIER. 7.5 Application and Survival. The disclaimer of warranties and limitations of liability set forth in this Agreement will apply regardless of the form of action, whether in contract, equity, tort, strict liability or otherwise and whether damages were foreseeable, and will apply so as to limit the liability of AT&T, Customer and their respective Affiliates, employees, directors, subcontractors, and suppliers. The limitations of liability and disclaimers set out in this §7 will survive failure of any exclusive remedies provided in this Agreement. 8. Force Majeure. Except for payment of amounts due, neither party will be liable for any delay, failure in performance, loss or damage due to fire, explosion, cable cuts, power blackout, earthquake, flood, strike, embargo, labor disputes, acts of civil or military authority, war, terrorism, acts of God, acts of a public enemy, acts or omissions of carriers or suppliers, acts of regulatory or governmental agencies, or other causes beyond such party’s reasonable control. 27 © 2011 AT&T Intellectual Property. All rights reserved. AT&T, the AT&T logo and all other marks contained herein are trademarks of AT&T Intellectual Property and/or AT&T affiliated companies. Version: 12012011 9. Arbitration. The parties agree to exercise their best efforts to settle any dispute arising out of or related to this Agreement through good faith negotiation. Any dispute arising out of or related to this Agreement that cannot be resolved by negotiation shall be resolved by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules in effect at the time that a dispute is submitted for resolution (the “Rules”), as modified by this Agreement. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Such arbitration shall be held in New York, New York. The parties shall, within (twenty) 20 days of the issuance of a written notice of intent to arbitrate, as provided by the Rules, jointly select one (1) independent arbitrator licensed to practice law and familiar with the wireless telecommunications industry. If the parties cannot agree on an arbitrator within the specified 20-day period, then the selection shall promptly be made by the AAA in accordance with the Rules and the criteria set forth above. This Agreement evidences a transaction in interstate commerce, and thus the Federal Arbitration Act, 9 U.S.C. § 1, et seq, governs the interpretation and enforcement of this provision. In the event of a conflict between the FAA and the Rules, the FAA shall govern. In no event shall the arbitrator have the authority to make any award that is in excess of or contrary to what the Agreement provides. THE PARTIES AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Furthermore, unless both parties agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific proviso is found to be unenforceable, then the entirety of this arbitration provision shall be null and void. If Customer is a Puerto Rico customer and AT&T cannot resolve the issue, in addition to binding arbitration, Customer may notify the Telecommunications Regulatory Board of Puerto Rico of the grievance. Mail: 500 Ave Roberto H. Todd, (Parada 18), San Juan, Puerto Rico 00907-3941-; Phone: 1787-756-0804 or 1-866-578-5500; Online: jrtpr.gobierno.pr, in addition to using binding arbitration or small claims court to resolve the dispute. 10. No Class Actions. All claims between AT&T and Customer related to this Agreement will be litigated individually, and Customer will not consolidate or seek class treatment for any claim unless previously agreed to in writing by AT&T. 11. Use of Service. 11.1 Changes to Numbers. Except as otherwise provided by law, Customer has no property rights to any Number and AT&T may change any such Number. 11.2 Fraud Prohibited. Customer and its respective CRUs and IRUs (if applicable) will not use or assist others to use the Service or Equipment for any unlawful, unauthorized, abusive or fraudulent purpose. If Customer’s Equipment is lost or stolen, Customer and/or its CRUs can report the Equipment as lost or stolen and suspend Service without a charge by contacting AT&T at the phone number listed on the monthly invoice or at wireless.att.com. Customer is responsible for all charges incurred until Customer or its CRU reports the theft or loss to AT&T except as otherwise provided by law, and Customer remains responsible for complying with all other obligations under this Agreement including, but not limited to, paying the Monthly Service Charge while the Equipment is suspended. Any Carrier may cancel Service to any Number if AT&T or that Carrier believes the Number is being used in an unlawful, abusive or fraudulent manner. Before a Carrier cancels any Service under this paragraph, the Carrier will attempt to give Customer notice of its intent to cancel. In the event Customer instructs the Carrier to retain Service, Customer will be responsible for paying all charges, authorized, unauthorized or fraudulent, associated with such Number, including but not limited to charges incurred by any clone or duplication of that Number; provided, however, that Customer will not be liable for IRUs' charges under any such circumstance. Additionally, Customer agrees to adopt, at no additional charge to Customer, any reasonable fraud prevention or fraud reduction processes or products 28 © 2011 AT&T Intellectual Property. All rights reserved. AT&T, the AT&T logo and all other marks contained herein are trademarks of AT&T Intellectual Property and/or AT&T affiliated companies. Version: 12012011 recommended by AT&T or, if not adopted by Customer, to be responsible for any unauthorized charges on Numbers which do not adopt such processes or products. 11.3 Acceptable Use; Restrictions Regarding Service. All use of AT&T’s wireless network and Service is governed by AT&T’s Acceptable Use Policy, which can be found at att.com/AcceptableUsePolicy, as determined solely by AT&T. AT&T can revise its Acceptable Use Policy at any time without notice. Use of Service is also subject to any restrictions and/or prohibited uses described in the applicable Sales Information. 11.4 Ownership. AT&T owns or leases the exclusive rights to the frequencies related to the Service, Numbers and transmission facilities used by AT&T in the provision of Service to AT&T customers. FCC regulations strictly forbid any party that is not a wireless communications licensee from altering, enhancing or maintaining cellular radio signals. FCC regulations require AT&T to maintain control over any transmitting device that operates within AT&T’s assigned frequencies. Customer may not install any amplifier, enhancer, repeater or other device or system on AT&T’s wireless network or frequencies without AT&T’s prior written approval. 11.5 Content. Customer is solely responsible for all content that it permits to be posted or transmitted onto or through the Service or any of AT&T's systems, including materials, code, data, text (whether or not perceptible by End Users), multimedia information (including but not limited to sound, data, audio, video, graphics, photographs, or artwork), e-mail, chat room content, bulletin board postings, or any other items or materials accessible through the Service or any of AT&T's systems ("Content"). Customer has sole responsibility for any losses resulting from Customer's or CRUs' downloading, access to, or use of any third-party Content, or from Customer's or CRUs' access to or use of the Service or the Internet, in any manner and for any purpose whatsoever. In providing Service, AT&T may permit End Users to transmit, receive and host content over its network and the Internet and may act as a "services provider" as defined in the Digital Millennium Copyright Act. 11.6 Customer's Notices to End Users. Customer will advise all its End Users that they must read all collateral materials concerning Service and use of the Equipment, including, without limitation, the Welcome Guide, Plan brochures, coverage maps, and materials related to Equipment and accessories. AT&T will make copies of such materials available to Customer upon request. Customer will also provide to End Users, and advise End Users to read, any additional printed materials and consumer information reasonably requested by AT&T from time to time to be so provided. Similarly, for purposes of determining which jurisdiction's taxes and other assessments to collect, federal law requires AT&T to obtain End Users' Place of Primary Use ("PPU"), which must be their residential or business street address and which must be within a Carrier's licensed Service Area. Customer agrees to provide its respective CRUs' PPU when ordering Service on behalf of such person(s), and to inform its End Users that they must provide their proper PPU when ordering Service in connection with this Agreement. If a CRU doesn’t provide AT&T with a PPU, or if it falls outside AT&T’s licensed Service Area, AT&T may reasonably designate a PPU within the licensed Service Area for such CRU. Each CRU must live and have a mailing address within AT&T’s owned network coverage area. 11.7 Location-Based Services. AT&T collects information about the approximate location of Equipment in relation to AT&T’s cell towers and the Global Positioning System (“GPS”). AT&T uses that information, as well as other usage and performance information also obtained from AT&T’s network and the Equipment, to provide Voice Services and Wireless Data Services and to maintain and improve AT&T’s network and the quality of customers’ wireless experience. AT&T may also use location information to create aggregate data from which End Users’ personally identifiable information has been removed or obscured. Such aggregate data may be used for a variety of purposes such as scientific and marketing research and services such as vehicle traffic volume monitoring. It is Customer’s responsibility to notify all CRUs on Customer’s account that 29 © 2011 AT&T Intellectual Property. All rights reserved. AT&T, the AT&T logo and all other marks contained herein are trademarks of AT&T Intellectual Property and/or AT&T affiliated companies. Version: 12012011 AT&T may collect and use location information from their Equipment. The Equipment is also capable of purchasing and using optional goods, content and services (at Customer’s request or the request of a CRU on Customer’s account) offered by AT&T or third parties that make use of the Equipment’s location information ("Location-Based Services"). Customer should review, and will advise all of its CRUs to read, the Sales Information and the associated privacy policy for each Location-Based Service to learn how the location information will be used and protected. Customer and its CRUs may refer to AT&T’s privacy policy at att.com/privacy for additional details 11.8 AT&T 411 Info. AT&T’s directory assistance service (411) may use the location of Equipment to deliver relevant customized 411 information based upon an End User's request for a listing or other 411 service. Customer understands, and will advise all of its CRUs, that by using this directory assistance service, the CRU is consenting to AT&T’s use of the CRU’s location information for such purpose. This location information may be disclosed to a third party to perform the directory assistance service and for no other purpose. Such location information will be retained only as long as is necessary to provide the relevant customized 411 information and will be discarded after such use. Customer and its CRUs may refer to AT&T’s privacy policy at att.com/privacy for additional details. 11.9 American Recovery and Reinvestment Act. Under certain circumstances, funds provided under the American Recovery and Reinvestment Act of 2009 ("ARRA") may be subject to certain restrictions, requirements and reporting obligations. AT&T may be subject to some of these restrictions, requirements and reporting obligations when Service, Equipment and/or Supplemental Services are purchased with ARRA funds. In order to comply with the restrictions, requirements and reporting obligations associated with the use of ARRA funds (if any), AT&T must be apprised of them before provisioning the Service, Equipment and/or Supplemental Services. Accordingly, the Service, Equipment and/or Supplemental Services provided under this Agreement shall not be used to support the performance of any portion of a project or program which has been funded in whole or in part with grants, loans or payments made pursuant to the ARRA, without the prior written agreement of AT&T and Customer regarding any specifically applicable terms, conditions and requirements. Customer shall provide AT&T with prior written notice before placing any order that may be funded in whole or in part with ARRA funds. If Customer fails to provide such prior written notice of ARRA funding; or if the parties cannot agree on the terms and conditions (if any) applicable to an ARRA funded order; or if any terms, conditions or requirements (other than those to which AT&T specifically agrees in such separate writing) are found to be applicable, then AT&T may, in its sole discretion, reject such order or immediately terminate the provision of any affected Service, Equipment and/or Supplemental Service without further liability or obligation. 12. Publicity and Advertising. Neither party will publish or use any advertising, sales promotion, press release or other publicity that uses the other party's name, logo, trademarks or service marks without the prior written approval of the other party. 13. Miscellaneous. 13.1 Defined Terms. Unless specifically excepted, all defined terms, regardless of where defined, will have the same meaning in all documents comprising this Agreement including, without limitation, the Cover Page (if applicable), the Program Description, the General Terms and Conditions, and all attachments. In addition to the terms defined elsewhere, these terms will have the following meanings in the Agreement: 30 © 2011 AT&T Intellectual Property. All rights reserved. AT&T, the AT&T logo and all other marks contained herein are trademarks of AT&T Intellectual Property and/or AT&T affiliated companies. Version: 12012011 13.1.1 "Affiliate" means and includes legal entities controlling or controlled by or under common control with AT&T. 13.1.2 “Carrier” or “Carriers” means a licensed Affiliate of AT&T that operates commercial mobile radio telecommunications systems in the geographic areas covered by the Agreement and, with respect to §8 of these General Terms and Conditions, includes the Carriers’ respective employees, officers, agents and subcontractors. 13.1.3 "AT&T" or "party" when it refers to AT&T includes AT&T, its Affiliates, and their respective employees, officers, agents and subcontractors. 13.1.4 “AT&T Markets” means a geographic area served by Affiliates under common control with AT&T. 13.1.5 "Equipment" means the wireless receiving and transmitting equipment or SIM (Subscriber Identity Module) Card that AT&T has authorized to be programmed with a Number or Identifier, and any accessories. 13.1.6 "Number" or "Identifier" means any number, IP address, e-mail address or other identifier provisioned by Carriers, their agents or the Equipment manufacturer to be used with Service. 13.1.7 "Plan" means a wireless calling plan, Service plan or rate plan from AT&T. 13.1.8 “Service” means commercial mobile radio service, including without limitation Voice Service and Wireless Data Service. For the avoidance of doubt, Service does not include Equipment or Supplemental Services. 13.1.9 “Voice Service” means wireless voice telecommunications services. 13.1.10 “Wireless Data Service” means wireless data telecommunications services. 13.2 Assignment. This Agreement may not be assigned by either party without the prior written consent of the other and such consent will not be unreasonably withheld. However, either party may, without the other party's consent, assign this Agreement to an Affiliate or to any entity that acquires substantially all of the party's business or stock and AT&T may assign its right to receive payments hereunder. Subject to the foregoing, this Agreement will be binding upon the assignees of the respective parties. 13.3 Compliance with Laws. AT&T and Customer agree to comply with all applicable federal, state and local laws and regulations in the performance of their respective obligations under this Agreement. 13.4 Entire Agreement. Unless specifically set forth herein, this Agreement is the entire agreement between the parties with respect to the subject matter herein and supersedes all prior agreements, proposals, representations, statements, or understandings, whether written or oral. Any change, modification or waiver of any of the terms and conditions of the Agreement will not be binding unless made in a writing manually signed by both parties. If the terms contained in this Agreement conflict or are inconsistent with the terms of any purchase order or other document provided by Customer, the terms of this Agreement will control. 13.5 Governing Law. This Agreement is subject to applicable federal laws, federal or state tariffs, if any, and the laws of the State of Georgia. Where Service terms and conditions are regulated by a state agency or the FCC, the applicable regulations are available for inspection. If there is any inconsistency between the Agreement and those regulations, this Agreement will be deemed amended as necessary to conform to such regulations. 31 © 2011 AT&T Intellectual Property. All rights reserved. AT&T, the AT&T logo and all other marks contained herein are trademarks of AT&T Intellectual Property and/or AT&T affiliated companies. Version: 12012011 13.6 Confidentiality. The terms and conditions of this Agreement are confidential and will not be disclosed by a party to any third party without the other party's prior written consent (except that each party may disclose the terms and conditions of this Agreement to its employees and, in the case of AT&T, its agents and subcontractors, who have a direct need to know the terms and conditions of the Agreement.) Nothing herein will prevent AT&T or Customer from supplying such information or making such statements or disclosures relating to this Agreement before any competent governmental authority, court or agency, or as such party may consider necessary in order to satisfy its obligations under applicable laws, regulations or generally accepted accounting principles (including, without limitation, statements or disclosures to such party's lawyers or accountants). Such party will furnish notice thereof to the other party prior to such disclosure unless such disclosure is in response to a lawful requirement or request from a court or governmental agency regarding a criminal inquiry or matter, in which case no prior notice will be required. 13.7 Notices. All notices and communications required or permitted under the Agreement may be sent by first class mail (to Customer at the address indicated on the Cover Page (or, in the case of online versions of the Agreement, to Customer at the address confirmed during the online contracting process) and to AT&T at the address indicated below), electronic messaging (to Customer at the email address indicated on the Cover Page (or, in the case of online versions of the Agreement, to Customer at the legal notice email address confirmed during the online contracting process), bill inserts or other reasonable means. Notwithstanding the foregoing, any such notice or communication with respect to non-renewal, disputes, breach and/or termination under the Agreement must be in writing and will be deemed to have been duly made and received when personally served or delivered by facsimile with a confirmation report, or when mailed by overnight delivery service or certified mail, postage prepaid, return receipt requested, to Customer at the address indicated on the Cover Page (or, in the case of online versions of the Agreement, to Customer at the address provided during the online contracting process) and to AT&T at the address(es) indicated below. A party may change its address upon thirty (30) days’ prior written notice to the other party. (If via regular or certified mail) AT&T Mobility National Accounts, LLC P.O. Box 97061 Redmond, WA 98073 Attn: Offer, Development & Negotiation Facsimile Number: 425-580-9886 (If via overnight delivery) AT&T Mobility National Accounts, LLC 16331 NE 72nd Way, RTC 1 Redmond, WA 98052 Attn: Offer, Development & Negotiation With a copy to AT&T Legal Facsimile Number: 908-532-1263 13.8 Severability. If any portion of this Agreement is found to be unenforceable, the remaining portions will remain in effect and the parties will begin negotiations for a replacement of the invalid or unenforceable portion. 13.9 Survival. The terms and provisions of this Agreement which by their nature require performance by either party after the termination or expiration of this Agreement, including, but not limited to, limitations of liability, exclusions of damages, and indemnities, will be and remain 32 © 2011 AT&T Intellectual Property. All rights reserved. AT&T, the AT&T logo and all other marks contained herein are trademarks of AT&T Intellectual Property and/or AT&T affiliated companies. Version: 12012011 enforceable notwithstanding such termination or expiration of this Agreement for any reason whatsoever. 13.10 Third Party Beneficiaries. Other than as expressly set forth herein, this Agreement will not be deemed to provide third parties with any remedy, claim, right of action, or other right. 13.11 No Waiver. Neither the acceptance by AT&T of any payment, partial payment or any other performance by Customer, nor any act or failure of AT&T to act or to exercise any rights, remedies or options in any one or more instances will be deemed a waiver of any such right, remedy or option or of any breach or default by Customer then existing or thereafter arising. No claimed waiver by AT&T of any rights, remedies or options will be binding unless the same is in a writing signed by AT&T. 13.12 TTY Users. Although some digital wireless phones and TTYs are compatible, the FCC recommends TTY users consider other options when calling 911, including using a wireline phone or Telecommunications Relay Services. 13.13 Remedies Nonexclusive. Except where otherwise expressly provided, no remedy conferred upon either party in the Agreement is intended, nor shall it be construed, to be exclusive of any other remedy provided in the Agreement or as allowed by law or in equity; rather, all such remedies shall be cumulative. 14.0 Service Discount. AT&T will provide Customer with a discount on Service (the “Service Discount”). The Service Discount is available based on the following: Discounting Tier Standalone Mobility Standalone Mobility Qualifying Products* w/ Mobility Qualifying Products* w/ Mobility Required Number of SBSA Wireline Services 0 0 1 or more Required Number of Mobility Service End Users 1-4 5 or more 1-4 Mobility Service Discount (Monthly) 0% 8% 6% 1 or more 5 or more 10% * Qualifying Products must be purchased under the SBS agreement. Products include: AT&T Business in a Box℠ – High Speed Internet , IP Flexible Reach and AT&T Business in a Box®, IP Flexible Reach and AT&T Business in a Box® area plan, AT&T Managed Internet Service, AT&T Tech Support 360SM or AT&T Web HostingSM – Shared Hosting. 14.1 AT&T will monitor the number of End Users and CRUs associated with the Agreement once each month. When Customer meets the Discounting Minimum, AT&T will apply the Service Discount with respect to Customer’s qualified End Users, as described below, within thirty days from the date of AT&T’s monthly monitoring; provided, however, that (a) it may take up to two billing cycles from the date of AT&T’s monthly monitoring for the Service Discount to appear on qualified End Users’ invoices, and (b) the Service Discount will not be applied retroactively. When Customer does not meet the Discounting Minimum, AT&T may immediately discontinue providing the Service Discount with respect to Customer’s qualified End Users. To qualify for application of the Service Discount, Customer’s End Users must be active on eligible Plan(s) with a monthly service charge (i.e., the set access fee charged monthly for use of a particular plan, or “MSC”) of $30 or higher (each, a “Qualifying Plan”). AT&T will apply the Service Discount only to the MSC of each eligible End User’s Qualifying Plan(s) and not to any other charges of any kind (including, without limitation, charges for any other Plans or features). AT&T may restrict certain Plans or certain other discount programs from qualifying for the Service Discount and will advise Customer when such restrictions apply. Further details are located on wireless.att.com/businesscenter/legal-contracts/amb.jsp 33 © 2011 AT&T Intellectual Property. All rights reserved. AT&T, the AT&T logo and all other marks contained herein are trademarks of AT&T Intellectual Property and/or AT&T affiliated companies. Version: 12012011 AT&T U-verse High Speed Internet – Business Edition AT&T U-verse High Speed Internet – Business Edition uses fiber optic technology and computer networking to bring you advanced digital TV, high-speed Internet, and digital home phone service together as a fully integrated experience. Additional product information can be located at uverse.att.com 1. Products and Pricing AT&T U-verse High Speed Internet* Monthly Recurring Charge (MRC) PRODUCT AT&T U-verse High Speed Internet Basic – Business Edition 768K $ 35.00 AT&T U-verse High Speed Internet Express – Business Edition 1.5 Meg $ 40.00 AT&T U-verse High Speed Internet Pro – Business Edition 3.0 Meg $ 45.00 AT&T U-verse High Speed Internet Elite – Business Edition 6.0 Meg $ 55.00 12.0 AT&T U-verse High Speed Internet Max – Business Edition Meg $ 60.00 18.0 AT&T U-verse High Speed Internet Max Plus – Business Edition Meg $ 90.00 24.0 AT&T U-verse High Speed Internet Max Turbo – Business Edition Meg $ 100.00 * Promotional pricing may be available based on customer eligibility. All current or future taxes, surcharges, fees, shipping charges, and any similar charges specified or allowed by any governmental entity are in addition to the prices shown. Transport type may vary based on availability. AT&T U-verse High Speed Internet – Static IP Plans * 5 HSI Static IP addresses Monthly Recurring Charge (MRC) $15.00 13 HSI Static IP addresses $25.00 29 HSI Static IP addresses $30.00 61 HSI Static IP addresses $35.00 125 HSI Static IP addresses $40.00 PRODUCT * Promotional pricing may be available based on customer eligibility. All current or future taxes, surcharges, fees, shipping charges, and any similar charges specified or allowed by any governmental entity are in addition to the prices shown. Static IP plans not available for all speeds of AT&T U-verse High Speed Internet. AT&T U-verse High Speed Internet – Technician Install * PRODUCT Full Technician Installation Non-Recurring Charge (NRC) $149.00 * Promotional pricing may be available based on customer eligibility. All current or future taxes, surcharges, fees, shipping charges, and any similar charges specified or allowed by any governmental entity are in addition to the prices shown. AT&T U-verse High Speed Internet – CPE Options* 34 © 2011 AT&T Intellectual Property. All rights reserved. AT&T, the AT&T logo and all other marks contained herein are trademarks of AT&T Intellectual Property and/or AT&T affiliated companies. Version: 12012011 PRODUCT Motorola 2210** Non-Recurring Charge (NRC) $75.00 2Wire 2701*** $100.00 2Wire 3600 *** $100.00 * Promotional pricing may be available based on customer eligibility. All current or future taxes, surcharges, fees, shipping charges, and any similar charges specified or allowed by any governmental entity are in addition to the prices shown. ** $75.00 is eligible for a rebate. *** $100.00 is eligible for a rebate. 2. Geographic Availability AT&T U-verse High Speed Internet – Business Edition is subject to product availability in the following 22 states where AT&T serves as the ILEC (incumbent local exchange company): Alabama, Arkansas, California, Florida, Georgia, Illinois, Indiana, Louisiana, Kansas, Kentucky, Michigan, Mississippi, Missouri, Nevada, North Carolina, Ohio, Oklahoma, South Carolina, Tennessee, Texas, Wisconsin. 3. Term and Termination AT&T U-verse High Speed Internet-Business Edition is available on a Monthly basis. 4. Withdrawal of Services AT&T may discontinue offering or providing the Service or a Service Component to Customer upon thirty (30) days written notice or as required under applicable law or regulation, and in any event only where AT&T generally discontinues providing the Service or a Service Component to similarly-situated customers. AT&T will use commercially reasonable practices in determining the timing of an Service or Service Component withdrawal. 5. Early Termination Fee .No early termination free apply. AT&T U-verse High Speed Internet-Business Edition is available on a Monthly basis 6. Billing AT&T will bill Customer for the Service on a monthly basis via an electronic bill, and Customer agrees to such electronic billing, and further agrees such invoice method is reasonable. Customer may request a paper copy of its billing statement, and AT&T agrees to provide a paper copy for a fee (Optional Media) of $7.95. AT&T reserves the right to modify the charge for providing a paper copy or a copy in any other media form upon Notice to Customer. 7. AT&T Terms of Use PLEASE READ THESE TERMS OF USE CAREFULLY. By accessing or using our Site in any way you are agreeing to comply with these Terms of Use, including any documents, policies and guidelines incorporated by reference (referred to collectively as the "Terms"). Certain services available through our Site, especially services for which you are asked to subscribe or pay money, may have their own terms and conditions that apply to your purchase or use of that particular service. The Terms do not alter in any way the terms or conditions of any of these other written or online terms and conditions or agreements you may have or will have with AT&T, including any other website terms of use with an AT&T affiliate. To the extent that there is any conflict between these Terms and any terms and 35 © 2011 AT&T Intellectual Property. All rights reserved. AT&T, the AT&T logo and all other marks contained herein are trademarks of AT&T Intellectual Property and/or AT&T affiliated companies. Version: 12012011 conditions or agreements relating to services you have purchased or online tools you use or to which you subscribe, those other terms and conditions or agreements will govern. 7.1 AUTHORITY By using our Site, you represent that you are at least 13 years old. Persons who are at least 13 years of age but under the age of 18 may only use our Sites with legal parental or guardian consent. Accordingly, you agree that you are at least 18 years of age or older or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, representations and warranties set forth in the Terms; otherwise, please exit the Site. AT&T suggests that you take advantage of any access controls offered through the Site or third-party sites, which are designed to assist you in limiting or blocking access to certain types of web content you may feel are harmful to or inappropriate for minors. 7.2 CHANGES TO THE TERMS OR SITE AT&T may change or modify the Terms from time-to-time without notice other than posting the amended Terms on the Site. The amended Terms will automatically be effective when posted on our Site. Your continued use of our Site after any changes in these Terms shall constitute your consent to such changes. AT&T reserves the right to change, modify or discontinue, temporarily or permanently, the Site (or any portion thereof), including any and all content contained on the Site, at any time without notice. You agree that AT&T shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Site (or any portion thereof). 7.3 REGISTRATION, PASSWORD AND SECURITY Whenever you provide us information on our Site, you agree to: (a) provide true, accurate, current and complete information and (b) maintain and promptly update such information to keep it true, accurate, current and complete. If you provide any information that is, or we have reasonable grounds to suspect that the information is, untrue, inaccurate, not current or incomplete, AT&T may without notice suspend or terminate your access to our Site and refuse any and all current or future use of our Site (or any portion thereof). If any portion of our Site requires you to register or open an account you may also be asked to choose a password and a user name. Please select a password that would not be obvious to someone trying to guess your password, and change it regularly as an added precaution. You are responsible for maintaining the confidentiality of the password and account, and you are fully responsible for all activities that occur under your password or account identification. You agree to immediately notify AT&T of any unauthorized use of your password or account or any other breach of security. Without limiting any rights which AT&T may otherwise have, AT&T reserves the right to take any and all action, as it deems necessary or reasonable, to ensure the security of the Sites and your account, including without limitation terminating your account, changing your password, or requesting additional information to authorize transactions on your account. Notwithstanding the above, AT&T may rely on the authority of anyone accessing your account or using your password and in no event and under no circumstances shall AT&T be held liable to you for any liabilities or damages resulting from or arising out of (i) any action or inaction of AT&T under this provision, (ii) any 36 © 2011 AT&T Intellectual Property. All rights reserved. AT&T, the AT&T logo and all other marks contained herein are trademarks of AT&T Intellectual Property and/or AT&T affiliated companies. Version: 12012011 compromise of the confidentiality of your account or password and (iii) any unauthorized access to your account or use of your password. You may not use anyone else's account at any time, without the permission of the account holder. The security of your personally identifying information is important to us. While there is no such thing as "perfect security" on the Internet, we will take reasonable steps to help ensure the safety of your personally identifying information. However, you understand and agree that such steps do not guarantee that use of the Site is invulnerable to all security breaches, and that AT&T makes no warranty, guarantee, or representation that use of any of our Site is protected from viruses, security threats or other vulnerabilities. 7.4 PRIVACY POLICY Please view our Privacy Policy, which explains AT&T´s practices relating to the collection and use of your information through or in connection with our Site. AT&T´s use of your information is governed at all times by our Privacy Policy, which is incorporated into these Terms. You understand that through your use of the Site you consent to the collection and use of this information (as set forth in the Privacy Policy). 7.5 COPYRIGHT AND AUTHORIZATION The Sites provide you access to a wide variety of information, shopping, communications, entertainment, games, advertising and other services, products, data and materials ("Content"). Some of the Content is owned by AT&T Intellectual Property II., L.P. d/b/a AT&T Intellectual Property and/or its affiliates. Other portions are owned by non-AT&T companies or third parties such as suppliers, vendors, and licensors (including Content that is generated by users as further described in Section 11). Some portions of the site may require you to download software ("Software") in order that you may access the Site, the services provided through the Site and/or the Content. The Software may be the property of AT&T or a supplier, vendor, or licensor to AT&T. The Content and Software are protected by a variety of laws governing the use of copyrights, trademarks, patents, or trade secrets. Subject to the rules and limitations set forth in the Terms, you are granted a limited, non-sublicensable right to access the Sites, the Content and the Software for your personal non-commercial use only, except as otherwise permitted. Without limiting the generality of the foregoing, no Software or underlying information or technology may be downloaded or otherwise exported or re-exported (a) into Cuba, North Korea, Iran, Sudan, Syria or any other country for which the U.S. maintains an embargo on such exports, or (b) to a person or entity identified on lists of the U.S. Treasury Department (e.g., Specially Designated Nationals, Denied Persons or Entities) or the U.S. Commerce Department (e.g., Entity List, Table of Deny Orders), which control such exports. By downloading or using the Software or underlying information or technology, you agree to the foregoing and represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list. 7.6 COPYRIGHT COMPLAINTS AT&T respects the intellectual property rights of others. If you believe that your work has been copied and has been posted, stored or transmitted to the Sites in a way that constitutes copyright infringement, please 37 © 2011 AT&T Intellectual Property. All rights reserved. AT&T, the AT&T logo and all other marks contained herein are trademarks of AT&T Intellectual Property and/or AT&T affiliated companies. Version: 12012011 submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing AT&T´s Copyright Agent the following written information: An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; A description of the copyrighted work that you claim has been infringed upon; A specific description of where the material that you claim is infringing is located on the Sites; Your address, telephone number, and e-mail address; A statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf. AT&T´s Copyright Agent for notice of claims of copyright infringement on the Sites can be reached as follows: Manager of Security & Copyright Infringement 1800 Perimeter Park Drive, Suite 100 Morrisville, NC 27560 Phone: (919) 319-5737 Fax: (919) 319-8154 E-mail: [email protected] For more information about AT&T´s copyright protection practices under the DMCA and for information on how to contact AT&T´s DMCA agent, please refer to www.att.net/legal/copyright. 7.7 TRADEMARKS AND SERVICE MARKS Trademarks (including but not limited to AT&T and the Globe Logo) that are used or displayed on the Sites are owned by AT&T Intellectual Property or by third parties other than AT&T that offer and provide products and services on or through the Sites. The trademarks of AT&T Intellectual Property may not be copied or used, in whole, partial or modified form, without the prior written permission of AT&T Intellectual Property or, if applicable, its licensor. In addition, AT&T custom graphics, logos, button icons, scripts, and page headers are covered by trademark, trade dress, copyright or other proprietary right law, and may not be copied, imitated, or used, in whole, partial or modified form, without the prior written permission of AT&T Intellectual Property. Other trademarks, service marks, registered trademarks, product and service names, and company names or logos that appear on the Sites are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by AT&T. You may not use any metatags or any other "hidden text" utilizing an AT&T name, trademark, or product name without AT&T´s express written consent. The BLUETOOTH® word mark and logos are registered trademarks owned by Bluetooth SIG, Inc. and any use of such marks by AT&T is under license. Other trademarks and trade names are those of their respective owners. 7.8 THIRD-PARTY PRODUCTS AND SERVICES Parties other than AT&T may offer and provide products and services on or through the Sites. Except for AT&T branded information, products or services that are identified as being supplied by AT&T, AT&T does not operate, control, or endorse any information, products, or services on the Sites or accessible through the Sites in any way. AT&T is not responsible for examining or evaluating, and AT&T does not warrant the 38 © 2011 AT&T Intellectual Property. All rights reserved. AT&T, the AT&T logo and all other marks contained herein are trademarks of AT&T Intellectual Property and/or AT&T affiliated companies. Version: 12012011 offerings of, any of these businesses or individuals or the content of their websites. AT&T does not assume any responsibility or liability for the actions, product, and content of all these and any other third parties. You should carefully review their privacy statements and other conditions of use. The Sites may contain links to other websites not operated by AT&T. The links are provided for your convenience. The inclusion of any links to other websites does not imply affiliation, endorsement or adoption by AT&T of those websites or the contents therein. We are not responsible for the contents, links or privacy of any linked website. Access to any other websites linked to the Sites is at your own risk. When leaving the Site, you should carefully review the applicable terms and policies, including privacy and data gathering practices, of that third-party website. 7.9 PRODUCT AND SERVICE INFORMATION AT&T does not warrant that information, graphic depictions, product and service descriptions or other content of the Sites is accurate, complete, reliable, updated, current, or error-free. Despite our efforts, it is possible that a price for a product or service offered on the Site may be inaccurate or the product or service description may contain an inaccuracy. In the event AT&T determines that a product or service contains an inaccurate price or description, AT&T reserves the right to take any action it deems reasonable and necessary, in its sole discretion, to rectify the error, including without limitation canceling your order, unless prohibited by law. AT&T may make improvements or changes to any of its content, information products, services, or programs described on the Sites at any time without notice. You agree to notify AT&T immediately if you become aware of any pricing or descriptive errors or inconsistencies with any products or services you order through the Sites and comply with any corrective action taken by AT&T. 7.10 ONLINE ORDERS In order to protect AT&T and its customers from fraudulent activity, we may implement reasonable procedures regarding any online orders including but not limited to validating information provided or limiting the amount of equipment (e.g. wireless phones) and/or services that may be ordered online by a single individual or entity. AT&T reserves the right to further limit quantities or to cancel or reject orders in its sole discretion. 7.11 USER SUBMITTED CONTENT Our Site may have "publicly accessible areas" such as message boards, forums, member profiles, yellow pages, job folders or other features that allow users to post Content that will be accessible by the public or the user population generally. With respect to any message, data, image, text, photos, graphics, audio, video or other material you elect to post to such publicly accessible areas of our Site, while you retain any and all of your lawfully owned rights in such Content, you grant AT&T a royalty-free, perpetual, irrevocable, non-exclusive and fully sublicensable right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such Content which you provide (in whole or part) worldwide and/or to incorporate it in other works in any form, media, or technology now known or later developed and to exercise the same rights with respect to such works. You also permit any user of our Site to access, display, view, store, distribute, perform, reproduce and prepare derivative works of, such Content 39 © 2011 AT&T Intellectual Property. All rights reserved. AT&T, the AT&T logo and all other marks contained herein are trademarks of AT&T Intellectual Property and/or AT&T affiliated companies. Version: 12012011 that you have placed in publicly accessible areas of our Site. No compensation will be paid to you or to any other person or entity with respect to the posting or use of your Content. AT&T is under no obligation to post or use any Content you may provide and AT&T may remove your Content at any time in its sole discretion. You agree that AT&T is not under any obligation of confidentiality, express or implied, with respect to your Content. You represent and warrant that you own or otherwise control all necessary rights to the Content that you post, that such Content is accurate, that use of the Content you supply does not violate these Terms, specifically including without limitation the requirements of Section 14 (Acceptable Use), and will not cause injury to any person or entity, and that you will indemnify AT&T for all claims resulting from the Content you supply. AT&T does not generally pre-screen or control Content posted by users of our Site, and, therefore, does not guarantee the accuracy, integrity or quality of such Content. AT&T shall have the right (but not the obligation) in its sole discretion to monitor, refuse or remove any Content that is available via our Site for any or no reason, including that any Content violates these Terms or is otherwise objectionable. We take no responsibility and assume no liability for any Content uploaded, transmitted, or downloaded by you or any third party, or for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography, or profanity you may encounter. As the provider of the Sites, we are only a forum and are not liable for any statements, representations, or Content provided by Site users. Any opinions, advice or recommendations expressed therein are those of the users providing such Content and not those of AT&T. We do not endorse any Content or any opinion, recommendation or advice expressed therein. It is not our intent to discourage you from taking controversial positions or expressing vigorously what may be unpopular views; however, we reserve the right to take such action as we deem appropriate in cases where the Site is used to disseminate statements that are harmful or inflammatory. 7.12 SUBMISSIONS TO AT&T You agree not to propose, post or submit to AT&T ideas, concepts, copy, proposals, inventions, methods or techniques for new or proposed services or products (collectively referred to as "Submitted Material ") through the Site. In the event you do so, you hereby grant to AT&T a perpetual, worldwide, irrevocable, unrestricted, non-exclusive, royalty-free license to use all such Submitted Material in any manner whatsoever without compensation or attribution to you. You also grant to AT&T the right, at its sole discretion, to use your name in connection with the Submitted Materials and other information as well as in connection with all advertising, marketing and promotional material related to such material and information. Use of such Submitted Material shall not require permission from or payment to you or to any other person or entity. You agree that AT&T is not under any obligation of confidentiality, express or implied, with respect to the Submitted Material. You agree that you shall have no recourse against AT&T for any alleged or actual infringement or misappropriation of any proprietary right in Submitted Material and that the submission of any Submitted Material to AT&T, including the posting of materials to any forum or interactive area on the Sites, irrevocably waives any and all "moral rights" in such materials. You represent and warrant that you own or otherwise control all of the rights to the Submitted Material that you post, that the Submitted Material is accurate and, that use of the Submitted Material you supply does not violate these Terms and will not cause injury to any person or entity. 40 © 2011 AT&T Intellectual Property. All rights reserved. AT&T, the AT&T logo and all other marks contained herein are trademarks of AT&T Intellectual Property and/or AT&T affiliated companies. Version: 12012011 7.13 ACCEPTABLE USE You agree to use our Site and the Content (whether provided by us or others), as well as any Software provided in connection with the Site, in a manner consistent with all applicable laws and regulations. Additionally, you will not take any of the following actions with respect to our Site, related Software, or Content, nor will you use our Site or related Software to upload, post, email, distribute, transmit, link, solicit or otherwise make available any Content or use our Site in any manner that: 1. is unlawful, harmful to minors, threatening, harassing, abusive, defamatory, slanderous, vulgar, gratuitously violent, obscene, pornographic, indecent, lewd, libelous, invasive of another's privacy, or racially, ethnically or otherwise offensive, hateful or abusive; 2. infringes someone else's patent, trademark, trade secret, copyright or other intellectual property or other rights; 3. removes any proprietary notices or labels on the Content; 4. advocates or solicits violence, criminal conduct or the violation of any local, state, national or international law or the rights of any third party; 5. advocates or solicits violence, criminal conduct or the violation of any local, state, national or international law or the rights of any third party; 6. is deceptive in any way, such as an offer to sell fraudulent goods or contains an impersonation of any person or entity or misrepresents an affiliation with a person or entity; 7. specifically advertises firearms or ammunition, tobacco, alcohol, illegal drugs, or other contraband; 8. constitutes unsolicited or unauthorized advertising, junk or bulk e-mail (SPAM), chain letters, or any other unsolicited commercial or non-commercial communication; 9. interferes with others using the Sites; 10. is off-topic according to the description of the group, forum or webpage; 11. contains software viruses, worms, time bombs, corrupted files, Trojan horses or any other computer code, files, or programs that are designed or intended to disrupt, damage, overburden, impair or limit the functioning of any software, hardware, network, server or communications systems or equipment; 12. contains a charity request, petitions for signatures, chain letters or letters relating to a pyramid scheme; 13. disrupts, interferes or inhibits any other user from enjoying the Sites or other affiliated or linked websites, material, contents, products and/or services. 14. uses any robot, spider, or other such programmatic or automatic device, inducing but not limited to automated dial-in or inquiry devices, to obtain information from the Site or otherwise monitor or copy any portion of the Site, products and/or services; 15. creates a false identity for the purpose of misleading others; 16. prepares, compiles, uses, downloads or otherwise copies any user information and/or usage information for any portion thereof, or transmit, provide or otherwise distribute (whether or not for a fee) such information to any third party; 17. 41 uses any AT&T domain name as a pseudonymous return email address; © 2011 AT&T Intellectual Property. All rights reserved. AT&T, the AT&T logo and all other marks contained herein are trademarks of AT&T Intellectual Property and/or AT&T affiliated companies. Version: 12012011 18. contains any offer for unsolicited goods or services or any advertising or promotional materials, except in those areas specifically designated for such purpose (e.g., classified bulletin board); 19. provides material support or resources (or conceals or disguises the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to section 219 of the Immigration and Nationality Act; 20. attempts to disable, bypass, modify, defeat or otherwise circumvent any of the digital rights management or other security related tools incorporated into the software or any Content or the Sites; 21. reproduces, duplicates, copies, sells, trades, resells or exploits for any commercial purposes, any portion of the Sites or Content, use of the Sites, or access to the Sites; 22. publishes, publicly performs or displays, or distributes to any third party any Content, including reproduction on any computer network or broadcast or publications media; 23. systematically collects and uses any Content including the use of any data mining, or similar data gathering and extraction methods; 24. makes derivative uses of the Sites or the Content; 25. uses, frames, or utilizes framing techniques to enclose any portion of the Sites (including the images found at the Sites or any text or the layout/design of any page or form contained on a page); and/or 26. modifies, translates, decompiles, disassembles, uses reverse engineering or otherwise attempts to derive the source code for the computer systems and other technology that operate our Site. For purposes of these Terms, "reverse engineering" shall include the examination or analysis of the Site to determine the source code, structure, organization, internal design, algorithms or encryption devices of our Site's underlying technology. Unless you are participating in an area of the Site that requires or encourages anonymity, we encourage you to use your real name. 7.14 SITE SECURITY Violating the security of our Site is prohibited and may result in criminal and civil liability. AT&T may investigate incidents involving such violations and may involve and will cooperate with law enforcement if a criminal violation is suspected. Examples of security violations include, without limitation, unauthorized access to or use of data or systems including any attempt to probe, scan, or test the vulnerability of the Site or to breach security or authentication measures, unauthorized monitoring of data or traffic, interference with service to any user, host, or network including, without limitation, mail bombing, news bombing, other flooding techniques, deliberate attempts to overload a system, forging any TCP-IP packet header, e-mail header, or any part of a message header, except for the authorized use of aliases or anonymous remailers, and using manual or electronic means to avoid any use limitations. 7.15 GEOGRAPHICAL RESTRICTIONS 42 © 2011 AT&T Intellectual Property. All rights reserved. AT&T, the AT&T logo and all other marks contained herein are trademarks of AT&T Intellectual Property and/or AT&T affiliated companies. Version: 12012011 Unless expressly and specifically stated otherwise on the Site, AT&T provides this Site for use only by persons located within the United States. Certain subsidiaries or affiliates of AT&T only provide certain regulated telecommunications and other services in certain portions of the United States. AT&T makes no representation that all products, services and/or material described on the Site are appropriate or available for use in locations outside the United States or all territories within the United States. Those who choose to access our Site from other locations do so on their own initiative and are responsible for compliance with local laws. Certain companies affiliated with AT&T provide services and operate websites in various other countries throughout the world, some of which websites may be linked to from our Site. Any such International websites will be governed by their own terms of use and privacy policies and not by these Terms. 7.16 GENERAL PRACTICE REGARDING USE AND STORAGE You acknowledge that AT&T may establish general practices and limits concerning use of the Site, including without limitation the maximum number of days that email messages, message board postings or other uploaded Content will be retained by the Site, the maximum number of email messages that may be sent from or received by an account on the Site, the maximum size of any email message that may be sent from or received by an account on the Site, the maximum disk space that will be allotted on AT&T´s servers on your behalf, and the maximum number of times (and the maximum duration for which) you may access the Site in a given period of time. Your use of this Site constitutes your consent to allow AT&T to store electronic communications on its servers. You agree that AT&T has no responsibility or liability for the deletion or failure to store any messages and other communications or other content maintained or transmitted by the Site. You acknowledge that AT&T reserves the right to terminate accounts that are inactive for an extended period of time. You further acknowledge that AT&T reserves the right to modify these general practices and limits from time to time. 7.17 DISCLAIMER OF WARRANTIES YOU EXPRESSLY UNDERSTAND AND AGREE THAT: 1. YOUR USE OF OUR SITE, INCLUDING ANY CONTENT OR INFORMATION CONTAINED WITHIN THE SITES, ANY SITE-RELATED SERVICE OR SOFTWARE THAT IS PROVIDED TO YOU, IS AT YOUR SOLE RISK. OUR SITE, INCLUDING ANY CONTENT, SOFTWARE OR INFORMATION CONTAINED WITH THE SITES AND ANY SITE-RELATED SERVICE, IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. AT&T AND ITS CO-BRANDERS, SUPPLIERS, LICENSORS, AND OTHER RELATED PARTIES, AND THEIR RESPECTIVE OFFICERS, AGENTS, REPRESENTATIVES, AND EMPLOYEES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, STATUTORY OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY OF DATA AND NON-INFRINGEMENT. BECAUSE SOME JURISDICTIONS MAY NOT PERMIT THE EXCLUSION OF CERTAIN WARRANTIES, SOME OF THESE EXCLUSIONS MAY NOT APPLY TO YOU. 43 © 2011 AT&T Intellectual Property. All rights reserved. AT&T, the AT&T logo and all other marks contained herein are trademarks of AT&T Intellectual Property and/or AT&T affiliated companies. Version: 12012011 2. AT&T AND ITS CO-BRANDERS, SUPPLIERS, LICENSORS, AND OTHER RELATED PARTIES, AND THEIR RESPECTIVE OFFICERS, AGENTS, REPRESENTATIVES, AND EMPLOYEES MAKE NO WARRANTY THAT (i) OUR SITE WILL MEET YOUR REQUIREMENTS, (ii) MATERIALS, SOFTWARE OR CONTENT AVAILABLE FOR DOWNLOAD FROM THE SITE ARE FREE OF INFECTION OR VIRUSES, WORMS, TROJAN HORSES, OR OTHER CODE THAT MANIFESTS CONTAMINATING OR DESTRUCTIVE PROPERTIES; (iii) OUR SITE WILL BE UNINTERRUPTED, TIMELY, SECURE (INCLUDING FREE FROM UNAUTHORIZED ACCESS), PROVIDE CONTINUOUS STORAGE OR ACCESS, OR ERROR-FREE, (iv) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF OUR SITE WILL BE ACCURATE, COMPLETE OR RELIABLE, (v) THE QUALITY OF ANY PRODUCTS, SERVICES, SOFTWARE, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH OUR SITE WILL MEET YOUR EXPECTATIONS, AND (vi) ANY ERRORS IN OUR SITE OR SOFTWARE WILL BE CORRECTED. 3. ANY MATERIAL DOWNLOADED, UPLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF OUR SITE OR SOFTWARE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR BUSINESS OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR UPLOAD OF ANY SUCH MATERIAL OR THE USE OF OUR SITE OR OUR SOFTWARE. 4. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM AT&T OR THROUGH OR FROM OUR SITE SHALL CREATE ANY WARRANTY. ADVICE OR INFORMATION RECEIVED BY MEANS OF OUR SITE SHOULD NOT BE RELIED UPON FOR SIGNIFICANT PERSONAL, BUSINESS, MEDICAL, LEGAL OR FINANCIAL DECISIONS AND YOU SHOULD CONSULT AN APPROPRIATE PROFESSIONAL FOR SPECIFIC ADVICE TAILORED TO YOUR PARTICULAR SITUATION. 7.18 ENFORCEMENT AT&T reserves the right but does not assume the obligation to strictly enforce these Terms, including without limitation by issuing warnings, suspension, or termination of access to the Sites and/or services, and/or by removing, screening, or editing of Content, or by engaging in self-help and active investigation, litigation and prosecution in any court or other appropriate venue. AT&T may access, use, and disclose transaction information and any Content provided by you to comply with the law (e.g., a lawful subpoena) or based on AT&T´s reasonable judgment that disclosure is necessary, or to enforce or apply our agreements (including these Terms), to initiate, render, bill, and collect for services, to protect our rights or property, or to protect users of AT&T´s services, the Site and other persons or entities from fraudulent, abusive, or unlawful use of the Site or any such services. INDIRECT, ATTEMPTED OR ACTUAL VIOLATIONS OF THESE TERMS OR ANY RELATED POLICY BY YOU OR ANY THIRD- PARTY ON YOUR BEHALF SHALL BE CONSIDERED VIOLATIONS OF THESE TERMS BY YOU. 7.19 LIMITATION OF LIABILITY IN NO EVENT SHALL AT&T, ITS EMPLOYEES, OFFICERS, REPRESENTATIVES, SERVICE PROVIDERS, SUPPLIERS, LICENSORS, AND AGENTS BE LIABLE FOR ANY DIRECT, SPECIAL, 44 © 2011 AT&T Intellectual Property. All rights reserved. AT&T, the AT&T logo and all other marks contained herein are trademarks of AT&T Intellectual Property and/or AT&T affiliated companies. Version: 12012011 INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO, LOSS OF USE, LOSS OF PROFITS, OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH (i) THE USE OR INABILITY TO USE THE SITES OR THE CONTENT, MATERIALS, SOFTWARE, INFORMATION OR TRANSACTIONS PROVIDED ON OR THROUGH THE SITES, OR (ii) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES IN THE SITES OR THE CONTENT, MATERIALS, SOFTWARE, INFORMATION, PRODUCTS, OR SERVICES ON OR AVAILABLE THROUGH THE SITES, (iii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY PRODUCTS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM OUR SITE; (iv) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (v) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON OUR SITE; (vi) THE DELAY OR FAILURE IN PERFORMANCE RESULTING FROM AN ACT OF FORCE MAJEURE, INCLUDING WITHOUT LIMITATION, ACTS OF GOD, NATURAL DISASTERS, COMMUNICATIONS FAILURE, GOVERNMENTAL ACTIONS, WARS, STRIKES, LABOR DISPUTES, RIOTS, SHORTAGES OF LABOR OR MATERIALS, VANDALISM, TERRORISM, NON-PERFORMANCE OF THIRD PARTIES OR ANY REASONS BEYOND THEIR REASONABLE CONTROL; OR (vii) ANY OTHER MATTER RELATING TO OUR SITE, EVEN IF AT&T OR ITS AUTHORIZED REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SITE AND/OR SITERELATED SERVICES IS TO STOP USING THE SITE AND/OR THOSE SERVICES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OF LIABILITY, IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES SET FORTH ABOVE, SO THIS LIMITATION OF LIABILITY MAY NOT APPLY TO YOU. IF ANY PART OF THIS LIMITATION ON LIABILITY IS FOUND TO BE INVALID OR UNENFORCEABLE FOR ANY REASON, THEN THE AGGREGATE LIABILITY OF AT&T UNDER SUCH CIRCUMSTANCES FOR LIABILITIES THAT OTHERWISE WOULD HAVE BEEN LIMITED SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100). 7.20 INDEMNIFICATION You agree to indemnify, defend and hold harmless AT&T and its underlying content and service providers, licensors and suppliers, and each of their respective subsidiaries, affiliates, officers, agents, and employees, from and against all losses, expenses, damages and costs, including reasonable attorneys' fees, made by any third-party due to or arising out of Submitted Material or any other content you submit, post or upload to or transmit through our Site, your use of our Site, your connection to our Site, your violation of these Terms, or your violation of any law or the rights of another. These obligations will survive any termination of your relationship with AT&T or your use of our Site. AT&T reserves the right to assume the defense and control of any matter subject to indemnification by you, in which event you will cooperate with AT&T in asserting any available defenses. 7.21 TERMINATION/SUSPENSION 45 © 2011 AT&T Intellectual Property. All rights reserved. AT&T, the AT&T logo and all other marks contained herein are trademarks of AT&T Intellectual Property and/or AT&T affiliated companies. Version: 12012011 You agree that AT&T may immediately terminate or suspend your account, any associated email address, and access to all or any part of the Sites or change your password without notice. Cause for such termination, suspension or change shall include, but not be limited to, (a) breaches or violations of these Terms or other incorporated agreements or guidelines, (b) requests by law enforcement or other government agencies, (c) a request by you (self-initiated account deletions), (d) discontinuance or material modification to the Sites (or any part thereof,) (e) unexpected technical or security issues or problems, (f) extended periods of inactivity, and/or (g) engagement by you in fraudulent or illegal activities. Termination of your account includes (or, if AT&T elects instead to suspend your account, may include any one or more of the following) (a) removal of access to all offerings within the Sites, (b) deletion of your password and all related information, files and other content associated with or inside your account (or any part thereof) and (c) barring of further use of the Sites. You agree that all terminations and suspensions for cause shall be made in AT&T´s sole discretion and that AT&T shall not be liable to you or any third party for any termination or suspension of your account, loss of storage, any associated email address, or access to the Sites. Further, AT&T reserves the right, to immediately terminate or suspend your account, any associated email address, and access to the Sites at any time for any reason and without notice to you in its sole discretion. 7.22 MISCELLANEOUS AT&T´s failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from the Terms and shall not affect the validity and enforceability of any remaining provisions. These Terms shall be governed and construed in accordance with the laws of the State of Texas applicable to agreements made and to be performed in Texas. You agree that any legal action or proceeding between AT&T and you for any purpose concerning these Terms or the parties' obligations hereunder shall be brought exclusively in a federal or state court of competent jurisdiction sitting in Texas. Neither the course of conduct and/or course of dealing between the parties nor trade practice shall act to modify any provision of this Agreement. AT&T may assign its rights and duties under this Agreement to any party at any time without notice to you. Your rights and duties under these Terms are not assignable by you without written consent of AT&T. These Terms do not provide any third party with a remedy, claim, or right of reimbursement. You must file any claim or suit related to our Site within one year after it arises. 46 © 2011 AT&T Intellectual Property. All rights reserved. AT&T, the AT&T logo and all other marks contained herein are trademarks of AT&T Intellectual Property and/or AT&T affiliated companies. Version: 12012011 AT&T High Speed Internet Direct Business Edition AT&T High Speed Internet Business Edition (―Service‖ or ―HSI Service‖) provides dedicated connectivity to the Internet over digital subscriber line loops (―DSL‖). AT&T High Speed Internet Business Edition is a digital data service that sends and receive data over existing telephone lines. A DSL signal travels on the same line that Customers phone uses. DSL technology uses higher signal frequencies than those used by voice or fax. AT&T connects to a high-speed backbone network using specialized DSL Access Multiplexers (―DSLAMs‖). AT&T High Speed Internet (―HSI‖) Direct allows a Customer to connect to the Internet without purchasing voice service. The type of HSI Service that AT&T offers that does not require a voice service on the line is High Speed Internet Direct: This is an asymmetric (ADSL) data service to the Customer’s premises that is provided over a line without any telephone voice service to the End-User’s premises. Customer eligibility for High Speed Internet Direct is the same as ADSL with voice service. Actual speeds are maximum ―up to‖ and are based on DSL synch rate may vary, and are not guaranteed. Many factors affect speed. AT&T HSI Business Service and speed options are not available in all areas. Additional product terms and conditions can be located at AT&T High Speed Internet Terms of Service / att.net Terms of Use 1. Products and Pricing AT&T High Speed Internet Direct Business* PRODUCT AT&T High Speed Internet Direct Business Basic D Monthly Recurring Charge (MRC) 768K $60.00 AT&T High Speed Internet Direct Business Express D 1.5 Meg $90..00 AT&T High Speed Internet Direct Business Pro D 3.0 Meg $100.00 AT&T High Speed Internet Direct Business Elite D 6.0 Meg $110.00 AT&T High Speed Internet Direct Business Express S 1.5 Meg $105.00 AT&T High Speed Internet Direct Business Pro S 3.0 Meg $115.00 AT&T High Speed Internet Direct Business Elite S 6.0 Meg $125.00 * Promotional pricing may be available based on customer eligibility. All current or future taxes, surcharges, fees, shipping charges, and any similar charges specified or allowed by any governmental entity are in addition to the prices shown. AT&T High Speed Internet Direct Business – Static IP Plans* PRODUCT 13 HSI Static IP addresses 29 HSI Static IP addresses 61 HSI Static IP addresses 125 HSI Static IP addresses Non-Recurring Charge (NRC) $100.00 $200.00 $300.00 $400.00 * Promotional pricing may be available based on customer eligibility. All current or future taxes, surcharges, fees, shipping charges, and any similar charges specified or allowed by any governmental entity are in addition to the prices shown. AT&T High Speed Internet Direct Business– Technician Install* PRODUCT Technician Installation - Static IP** Technician Installation - Dynamic IP 47 Non-Recurring Charge (NRC) $250.00 $200.00 © 2011 AT&T Intellectual Property. All rights reserved. AT&T, the AT&T logo and all other marks contained herein are trademarks of AT&T Intellectual Property and/or AT&T affiliated companies. Version: 12012011 * Promotional pricing may be available based on customer eligibility. All current or future taxes, surcharges, fees, shipping charges, and any similar charges specified or allowed by any governmental entity are in addition to the prices shown **Full Technician Install is required for Express S, Pro S, and Elite S Plans. AT&T High Speed Internet Direct Business – Shipping and Handling* PRODUCT UPS 3-5 Day Ground Delivery (Standard) UPS M-F Premium Delivery UPS Saturday Premium Delivery Non-Recurring Charge (NRC) $12.95 $22.95 $34.95 * Promotional pricing may be available based on customer eligibility. All current or future taxes, surcharges, fees, shipping charges, and any similar charges specified or allowed by any governmental entity are in addition to the prices shown. AT&T High Speed Internet Direct Business – CPE Options* PRODUCT Motorola 2210** Motorola 3347-02*** Non-Recurring Charge (NRC) $62.05 $87.05 * Promotional pricing may be available based on customer eligibility. All current or future taxes, surcharges, fees, shipping charges, and any similar charges specified or allowed by any governmental entity are in addition to the prices shown. ** Full Rebate available *** $62.05 Rebate available 2. Geographic Availability AT&T HSI Service is available only in locations throughout the United States and is defined as follows: HSI Service requires an existing business line (POTS line for HSI and without voice service for HSI Direct) over which the Service is implemented. Service can be ordered in the following thirteen (13) states: AR, CA, CT, IL, IN, KS, MI, MO, NV, OH, OK, TX and WI, subject to specific geographic availability. Customer is required to check specific availability of specific sites for all HSI Service types with an AT&T sales representative or online at https://swot.sbc.com/swot/serviceQual.do. 3. Term and Termination AT&T High Speed Internet Direct Business Edition is available on a Monthly basis. 4. Withdrawal of Services AT&T may discontinue offering or providing the Service or a Service Component to Customer upon thirty (30) days written notice or as required under applicable law or regulation, and in any event only where AT&T generally discontinues providing the Service or a Service Component to similarly-situated customers. AT&T will use commercially reasonable practices in determining the timing of an Service or Service Component withdrawal. 5. Early Termination Fee .No early termination free apply. AT&T High Speed Internet Direct Business Edition is available on a Monthly basis. 6. Billing AT&T will bill Customer for the Service on a monthly basis via an electronic bill, and Customer agrees to such electronic billing, and further agrees such invoice method is reasonable. Customer may request a paper copy of its billing statement, and AT&T agrees to provide a paper copy for a fee (Optional Media) of $7.95. AT&T reserves the right to modify the charge for providing a paper copy or a copy in any other media form upon Notice to Customer. 48 © 2011 AT&T Intellectual Property. All rights reserved. AT&T, the AT&T logo and all other marks contained herein are trademarks of AT&T Intellectual Property and/or AT&T affiliated companies. Version: 12012011 7. AT&T Terms of Use PLEASE READ THESE TERMS OF USE CAREFULLY. By accessing or using our Site in any way you are agreeing to comply with these Terms of Use, including any documents, policies and guidelines incorporated by reference (referred to collectively as the "Terms"). Certain services available through our Site, especially services for which you are asked to subscribe or pay money, may have their own terms and conditions that apply to your purchase or use of that particular service. The Terms do not alter in any way the terms or conditions of any of these other written or online terms and conditions or agreements you may have or will have with AT&T, including any other website terms of use with an AT&T affiliate. To the extent that there is any conflict between these Terms and any terms and conditions or agreements relating to services you have purchased or online tools you use or to which you subscribe, those other terms and conditions or agreements will govern. 7.1 AUTHORITY By using our Site, you represent that you are at least 13 years old. Persons who are at least 13 years of age but under the age of 18 may only use our Sites with legal parental or guardian consent. Accordingly, you agree that you are at least 18 years of age or older or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, representations and warranties set forth in the Terms; otherwise, please exit the Site. AT&T suggests that you take advantage of any access controls offered through the Site or third-party sites, which are designed to assist you in limiting or blocking access to certain types of web content you may feel are harmful to or inappropriate for minors. 7.2 CHANGES TO THE TERMS OR SITE AT&T may change or modify the Terms from time-to-time without notice other than posting the amended Terms on the Site. The amended Terms will automatically be effective when posted on our Site. Your continued use of our Site after any changes in these Terms shall constitute your consent to such changes. AT&T reserves the right to change, modify or discontinue, temporarily or permanently, the Site (or any portion thereof), including any and all content contained on the Site, at any time without notice. You agree that AT&T shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Site (or any portion thereof). 7.3 REGISTRATION, PASSWORD AND SECURITY Whenever you provide us information on our Site, you agree to: (a) provide true, accurate, current and complete information and (b) maintain and promptly update such information to keep it true, accurate, current and complete. If you provide any information that is, or we have reasonable grounds to suspect that the information is, untrue, inaccurate, not current or incomplete, AT&T may without notice suspend or terminate your access to our Site and refuse any and all current or future use of our Site (or any portion thereof). If any portion of our Site requires you to register or open an account you may also be asked to choose a password and a user name. Please select a password that would not be obvious to someone trying to guess your password, and change it regularly as an added precaution. You are responsible for maintaining the confidentiality of the password and account, and you are fully responsible for all activities that occur under 49 © 2011 AT&T Intellectual Property. All rights reserved. AT&T, the AT&T logo and all other marks contained herein are trademarks of AT&T Intellectual Property and/or AT&T affiliated companies. Version: 12012011 your password or account identification. You agree to immediately notify AT&T of any unauthorized use of your password or account or any other breach of security. Without limiting any rights which AT&T may otherwise have, AT&T reserves the right to take any and all action, as it deems necessary or reasonable, to ensure the security of the Sites and your account, including without limitation terminating your account, changing your password, or requesting additional information to authorize transactions on your account. Notwithstanding the above, AT&T may rely on the authority of anyone accessing your account or using your password and in no event and under no circumstances shall AT&T be held liable to you for any liabilities or damages resulting from or arising out of (i) any action or inaction of AT&T under this provision, (ii) any compromise of the confidentiality of your account or password and (iii) any unauthorized access to your account or use of your password. You may not use anyone else's account at any time, without the permission of the account holder. The security of your personally identifying information is important to us. While there is no such thing as "perfect security" on the Internet, we will take reasonable steps to help ensure the safety of your personally identifying information. However, you understand and agree that such steps do not guarantee that use of the Site is invulnerable to all security breaches, and that AT&T makes no warranty, guarantee, or representation that use of any of our Site is protected from viruses, security threats or other vulnerabilities. 7.4 PRIVACY POLICY Please view our Privacy Policy, which explains AT&T´s practices relating to the collection and use of your information through or in connection with our Site. AT&T´s use of your information is governed at all times by our Privacy Policy, which is incorporated into these Terms. You understand that through your use of the Site you consent to the collection and use of this information (as set forth in the Privacy Policy). 7.5 COPYRIGHT AND AUTHORIZATION The Sites provide you access to a wide variety of information, shopping, communications, entertainment, games, advertising and other services, products, data and materials ("Content"). Some of the Content is owned by AT&T Intellectual Property II., L.P. d/b/a AT&T Intellectual Property and/or its affiliates. Other portions are owned by non-AT&T companies or third parties such as suppliers, vendors, and licensors (including Content that is generated by users as further described in Section 11). Some portions of the site may require you to download software ("Software") in order that you may access the Site, the services provided through the Site and/or the Content. The Software may be the property of AT&T or a supplier, vendor, or licensor to AT&T. The Content and Software are protected by a variety of laws governing the use of copyrights, trademarks, patents, or trade secrets. Subject to the rules and limitations set forth in the Terms, you are granted a limited, non-sublicensable right to access the Sites, the Content and the Software for your personal non-commercial use only, except as otherwise permitted. Without limiting the generality of the foregoing, no Software or underlying information or technology may be downloaded or otherwise exported or re-exported (a) into Cuba, North Korea, Iran, Sudan, Syria or any other country for which the U.S. maintains an embargo on such exports, or (b) to a person or entity identified on lists of the U.S. Treasury Department (e.g., Specially Designated Nationals, Denied Persons or Entities) 50 © 2011 AT&T Intellectual Property. All rights reserved. AT&T, the AT&T logo and all other marks contained herein are trademarks of AT&T Intellectual Property and/or AT&T affiliated companies. Version: 12012011 or the U.S. Commerce Department (e.g., Entity List, Table of Deny Orders), which control such exports. By downloading or using the Software or underlying information or technology, you agree to the foregoing and represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list. 7.6 COPYRIGHT COMPLAINTS AT&T respects the intellectual property rights of others. If you believe that your work has been copied and has been posted, stored or transmitted to the Sites in a way that constitutes copyright infringement, please submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing AT&T´s Copyright Agent the following written information: An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; A description of the copyrighted work that you claim has been infringed upon; A specific description of where the material that you claim is infringing is located on the Sites; Your address, telephone number, and e-mail address; A statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf. AT&T´s Copyright Agent for notice of claims of copyright infringement on the Sites can be reached as follows: Manager of Security & Copyright Infringement 1800 Perimeter Park Drive, Suite 100 Morrisville, NC 27560 Phone: (919) 319-5737 Fax: (919) 319-8154 E-mail: [email protected] For more information about AT&T´s copyright protection practices under the DMCA and for information on how to contact AT&T´s DMCA agent, please refer to www.att.net/legal/copyright. 7.7 TRADEMARKS AND SERVICE MARKS Trademarks (including but not limited to AT&T and the Globe Logo) that are used or displayed on the Sites are owned by AT&T Intellectual Property or by third parties other than AT&T that offer and provide products and services on or through the Sites. The trademarks of AT&T Intellectual Property may not be copied or used, in whole, partial or modified form, without the prior written permission of AT&T Intellectual Property or, if applicable, its licensor. In addition, AT&T custom graphics, logos, button icons, scripts, and page headers are covered by trademark, trade dress, copyright or other proprietary right law, and may not be copied, imitated, or used, in whole, partial or modified form, without the prior written permission of AT&T Intellectual Property. Other trademarks, service marks, registered trademarks, product and service names, and company names or logos that appear on the Sites are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by AT&T. You may not use any metatags or any other "hidden text" utilizing an AT&T name, trademark, or product name without AT&T´s express written consent. The BLUETOOTH® word mark and logos are registered trademarks owned by Bluetooth SIG, Inc. and any 51 © 2011 AT&T Intellectual Property. All rights reserved. AT&T, the AT&T logo and all other marks contained herein are trademarks of AT&T Intellectual Property and/or AT&T affiliated companies. Version: 12012011 use of such marks by AT&T is under license. Other trademarks and trade names are those of their respective owners. 7.8 THIRD-PARTY PRODUCTS AND SERVICES Parties other than AT&T may offer and provide products and services on or through the Sites. Except for AT&T branded information, products or services that are identified as being supplied by AT&T, AT&T does not operate, control, or endorse any information, products, or services on the Sites or accessible through the Sites in any way. AT&T is not responsible for examining or evaluating, and AT&T does not warrant the offerings of, any of these businesses or individuals or the content of their websites. AT&T does not assume any responsibility or liability for the actions, product, and content of all these and any other third parties. You should carefully review their privacy statements and other conditions of use. The Sites may contain links to other websites not operated by AT&T. The links are provided for your convenience. The inclusion of any links to other websites does not imply affiliation, endorsement or adoption by AT&T of those websites or the contents therein. We are not responsible for the contents, links or privacy of any linked website. Access to any other websites linked to the Sites is at your own risk. When leaving the Site, you should carefully review the applicable terms and policies, including privacy and data gathering practices, of that third-party website. 7.9 PRODUCT AND SERVICE INFORMATION AT&T does not warrant that information, graphic depictions, product and service descriptions or other content of the Sites is accurate, complete, reliable, updated, current, or error-free. Despite our efforts, it is possible that a price for a product or service offered on the Site may be inaccurate or the product or service description may contain an inaccuracy. In the event AT&T determines that a product or service contains an inaccurate price or description, AT&T reserves the right to take any action it deems reasonable and necessary, in its sole discretion, to rectify the error, including without limitation canceling your order, unless prohibited by law. AT&T may make improvements or changes to any of its content, information products, services, or programs described on the Sites at any time without notice. You agree to notify AT&T immediately if you become aware of any pricing or descriptive errors or inconsistencies with any products or services you order through the Sites and comply with any corrective action taken by AT&T. 7.10 ONLINE ORDERS In order to protect AT&T and its customers from fraudulent activity, we may implement reasonable procedures regarding any online orders including but not limited to validating information provided or limiting the amount of equipment (e.g. wireless phones) and/or services that may be ordered online by a single individual or entity. AT&T reserves the right to further limit quantities or to cancel or reject orders in its sole discretion. 7.11 USER SUBMITTED CONTENT Our Site may have "publicly accessible areas" such as message boards, forums, member profiles, yellow pages, job folders or other features that allow users to post Content that will be accessible by the public or 52 © 2011 AT&T Intellectual Property. All rights reserved. AT&T, the AT&T logo and all other marks contained herein are trademarks of AT&T Intellectual Property and/or AT&T affiliated companies. Version: 12012011 the user population generally. With respect to any message, data, image, text, photos, graphics, audio, video or other material you elect to post to such publicly accessible areas of our Site, while you retain any and all of your lawfully owned rights in such Content, you grant AT&T a royalty-free, perpetual, irrevocable, non-exclusive and fully sublicensable right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such Content which you provide (in whole or part) worldwide and/or to incorporate it in other works in any form, media, or technology now known or later developed and to exercise the same rights with respect to such works. You also permit any user of our Site to access, display, view, store, distribute, perform, reproduce and prepare derivative works of, such Content that you have placed in publicly accessible areas of our Site. No compensation will be paid to you or to any other person or entity with respect to the posting or use of your Content. AT&T is under no obligation to post or use any Content you may provide and AT&T may remove your Content at any time in its sole discretion. You agree that AT&T is not under any obligation of confidentiality, express or implied, with respect to your Content. You represent and warrant that you own or otherwise control all necessary rights to the Content that you post, that such Content is accurate, that use of the Content you supply does not violate these Terms, specifically including without limitation the requirements of Section 14 (Acceptable Use), and will not cause injury to any person or entity, and that you will indemnify AT&T for all claims resulting from the Content you supply. AT&T does not generally pre-screen or control Content posted by users of our Site, and, therefore, does not guarantee the accuracy, integrity or quality of such Content. AT&T shall have the right (but not the obligation) in its sole discretion to monitor, refuse or remove any Content that is available via our Site for any or no reason, including that any Content violates these Terms or is otherwise objectionable. We take no responsibility and assume no liability for any Content uploaded, transmitted, or downloaded by you or any third party, or for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography, or profanity you may encounter. As the provider of the Sites, we are only a forum and are not liable for any statements, representations, or Content provided by Site users. Any opinions, advice or recommendations expressed therein are those of the users providing such Content and not those of AT&T. We do not endorse any Content or any opinion, recommendation or advice expressed therein. It is not our intent to discourage you from taking controversial positions or expressing vigorously what may be unpopular views; however, we reserve the right to take such action as we deem appropriate in cases where the Site is used to disseminate statements that are harmful or inflammatory. 7.12 SUBMISSIONS TO AT&T You agree not to propose, post or submit to AT&T ideas, concepts, copy, proposals, inventions, methods or techniques for new or proposed services or products (collectively referred to as "Submitted Material ") through the Site. In the event you do so, you hereby grant to AT&T a perpetual, worldwide, irrevocable, unrestricted, non-exclusive, royalty-free license to use all such Submitted Material in any manner whatsoever without compensation or attribution to you. You also grant to AT&T the right, at its sole discretion, to use your name in connection with the Submitted Materials and other information as well as in connection with all advertising, marketing and promotional material related to such material and information. Use of such Submitted Material shall not require permission from or payment to you or to any other person 53 © 2011 AT&T Intellectual Property. All rights reserved. AT&T, the AT&T logo and all other marks contained herein are trademarks of AT&T Intellectual Property and/or AT&T affiliated companies. Version: 12012011 or entity. You agree that AT&T is not under any obligation of confidentiality, express or implied, with respect to the Submitted Material. You agree that you shall have no recourse against AT&T for any alleged or actual infringement or misappropriation of any proprietary right in Submitted Material and that the submission of any Submitted Material to AT&T, including the posting of materials to any forum or interactive area on the Sites, irrevocably waives any and all "moral rights" in such materials. You represent and warrant that you own or otherwise control all of the rights to the Submitted Material that you post, that the Submitted Material is accurate and, that use of the Submitted Material you supply does not violate these Terms and will not cause injury to any person or entity. 7.13 ACCEPTABLE USE You agree to use our Site and the Content (whether provided by us or others), as well as any Software provided in connection with the Site, in a manner consistent with all applicable laws and regulations. Additionally, you will not take any of the following actions with respect to our Site, related Software, or Content, nor will you use our Site or related Software to upload, post, email, distribute, transmit, link, solicit or otherwise make available any Content or use our Site in any manner that: 27. is unlawful, harmful to minors, threatening, harassing, abusive, defamatory, slanderous, vulgar, gratuitously violent, obscene, pornographic, indecent, lewd, libelous, invasive of another's privacy, or racially, ethnically or otherwise offensive, hateful or abusive; 28. infringes someone else's patent, trademark, trade secret, copyright or other intellectual property or other rights; 29. removes any proprietary notices or labels on the Content; 30. advocates or solicits violence, criminal conduct or the violation of any local, state, national or international law or the rights of any third party; 31. advocates or solicits violence, criminal conduct or the violation of any local, state, national or international law or the rights of any third party; 32. is deceptive in any way, such as an offer to sell fraudulent goods or contains an impersonation of any person or entity or misrepresents an affiliation with a person or entity; 33. specifically advertises firearms or ammunition, tobacco, alcohol, illegal drugs, or other contraband; 34. constitutes unsolicited or unauthorized advertising, junk or bulk e-mail (SPAM), chain letters, or any other unsolicited commercial or non-commercial communication; 35. interferes with others using the Sites; 36. is off-topic according to the description of the group, forum or webpage; 37. contains software viruses, worms, time bombs, corrupted files, Trojan horses or any other computer code, files, or programs that are designed or intended to disrupt, damage, overburden, impair or limit the functioning of any software, hardware, network, server or communications systems or equipment; 38. contains a charity request, petitions for signatures, chain letters or letters relating to a pyramid scheme; 54 © 2011 AT&T Intellectual Property. All rights reserved. AT&T, the AT&T logo and all other marks contained herein are trademarks of AT&T Intellectual Property and/or AT&T affiliated companies. Version: 12012011 39. disrupts, interferes or inhibits any other user from enjoying the Sites or other affiliated or linked websites, material, contents, products and/or services. 40. uses any robot, spider, or other such programmatic or automatic device, inducing but not limited to automated dial-in or inquiry devices, to obtain information from the Site or otherwise monitor or copy any portion of the Site, products and/or services; 41. creates a false identity for the purpose of misleading others; 42. prepares, compiles, uses, downloads or otherwise copies any user information and/or usage information for any portion thereof, or transmit, provide or otherwise distribute (whether or not for a fee) such information to any third party; 43. uses any AT&T domain name as a pseudonymous return email address; 44. contains any offer for unsolicited goods or services or any advertising or promotional materials, except in those areas specifically designated for such purpose (e.g., classified bulletin board); 45. provides material support or resources (or conceals or disguises the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to section 219 of the Immigration and Nationality Act; 46. attempts to disable, bypass, modify, defeat or otherwise circumvent any of the digital rights management or other security related tools incorporated into the software or any Content or the Sites; 47. reproduces, duplicates, copies, sells, trades, resells or exploits for any commercial purposes, any portion of the Sites or Content, use of the Sites, or access to the Sites; 48. publishes, publicly performs or displays, or distributes to any third party any Content, including reproduction on any computer network or broadcast or publications media; 49. systematically collects and uses any Content including the use of any data mining, or similar data gathering and extraction methods; 50. makes derivative uses of the Sites or the Content; 51. uses, frames, or utilizes framing techniques to enclose any portion of the Sites (including the images found at the Sites or any text or the layout/design of any page or form contained on a page); and/or 52. modifies, translates, decompiles, disassembles, uses reverse engineering or otherwise attempts to derive the source code for the computer systems and other technology that operate our Site. For purposes of these Terms, "reverse engineering" shall include the examination or analysis of the Site to determine the source code, structure, organization, internal design, algorithms or encryption devices of our Site's underlying technology. Unless you are participating in an area of the Site that requires or encourages anonymity, we encourage you to use your real name. 7.14 SITE SECURITY Violating the security of our Site is prohibited and may result in criminal and civil liability. AT&T may investigate incidents involving such violations and may involve and will cooperate with law enforcement if a 55 © 2011 AT&T Intellectual Property. All rights reserved. AT&T, the AT&T logo and all other marks contained herein are trademarks of AT&T Intellectual Property and/or AT&T affiliated companies. Version: 12012011 criminal violation is suspected. Examples of security violations include, without limitation, unauthorized access to or use of data or systems including any attempt to probe, scan, or test the vulnerability of the Site or to breach security or authentication measures, unauthorized monitoring of data or traffic, interference with service to any user, host, or network including, without limitation, mail bombing, news bombing, other flooding techniques, deliberate attempts to overload a system, forging any TCP-IP packet header, e-mail header, or any part of a message header, except for the authorized use of aliases or anonymous remailers, and using manual or electronic means to avoid any use limitations. 7.15 GEOGRAPHICAL RESTRICTIONS Unless expressly and specifically stated otherwise on the Site, AT&T provides this Site for use only by persons located within the United States. Certain subsidiaries or affiliates of AT&T only provide certain regulated telecommunications and other services in certain portions of the United States. AT&T makes no representation that all products, services and/or material described on the Site are appropriate or available for use in locations outside the United States or all territories within the United States. Those who choose to access our Site from other locations do so on their own initiative and are responsible for compliance with local laws. Certain companies affiliated with AT&T provide services and operate websites in various other countries throughout the world, some of which websites may be linked to from our Site. Any such International websites will be governed by their own terms of use and privacy policies and not by these Terms. 7.16 GENERAL PRACTICE REGARDING USE AND STORAGE You acknowledge that AT&T may establish general practices and limits concerning use of the Site, including without limitation the maximum number of days that email messages, message board postings or other uploaded Content will be retained by the Site, the maximum number of email messages that may be sent from or received by an account on the Site, the maximum size of any email message that may be sent from or received by an account on the Site, the maximum disk space that will be allotted on AT&T´s servers on your behalf, and the maximum number of times (and the maximum duration for which) you may access the Site in a given period of time. Your use of this Site constitutes your consent to allow AT&T to store electronic communications on its servers. You agree that AT&T has no responsibility or liability for the deletion or failure to store any messages and other communications or other content maintained or transmitted by the Site. You acknowledge that AT&T reserves the right to terminate accounts that are inactive for an extended period of time. You further acknowledge that AT&T reserves the right to modify these general practices and limits from time to time. 7.17 DISCLAIMER OF WARRANTIES YOU EXPRESSLY UNDERSTAND AND AGREE THAT: 5. YOUR USE OF OUR SITE, INCLUDING ANY CONTENT OR INFORMATION CONTAINED WITHIN THE SITES, ANY SITE-RELATED SERVICE OR SOFTWARE THAT IS PROVIDED TO YOU, IS AT YOUR SOLE RISK. OUR SITE, INCLUDING ANY CONTENT, SOFTWARE OR INFORMATION CONTAINED WITH THE SITES AND ANY SITE-RELATED SERVICE, IS PROVIDED 56 © 2011 AT&T Intellectual Property. All rights reserved. AT&T, the AT&T logo and all other marks contained herein are trademarks of AT&T Intellectual Property and/or AT&T affiliated companies. Version: 12012011 ON AN "AS IS" AND "AS AVAILABLE" BASIS. AT&T AND ITS CO-BRANDERS, SUPPLIERS, LICENSORS, AND OTHER RELATED PARTIES, AND THEIR RESPECTIVE OFFICERS, AGENTS, REPRESENTATIVES, AND EMPLOYEES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, STATUTORY OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY OF DATA AND NON-INFRINGEMENT. BECAUSE SOME JURISDICTIONS MAY NOT PERMIT THE EXCLUSION OF CERTAIN WARRANTIES, SOME OF THESE EXCLUSIONS MAY NOT APPLY TO YOU. 6. AT&T AND ITS CO-BRANDERS, SUPPLIERS, LICENSORS, AND OTHER RELATED PARTIES, AND THEIR RESPECTIVE OFFICERS, AGENTS, REPRESENTATIVES, AND EMPLOYEES MAKE NO WARRANTY THAT (i) OUR SITE WILL MEET YOUR REQUIREMENTS, (ii) MATERIALS, SOFTWARE OR CONTENT AVAILABLE FOR DOWNLOAD FROM THE SITE ARE FREE OF INFECTION OR VIRUSES, WORMS, TROJAN HORSES, OR OTHER CODE THAT MANIFESTS CONTAMINATING OR DESTRUCTIVE PROPERTIES; (iii) OUR SITE WILL BE UNINTERRUPTED, TIMELY, SECURE (INCLUDING FREE FROM UNAUTHORIZED ACCESS), PROVIDE CONTINUOUS STORAGE OR ACCESS, OR ERROR-FREE, (iv) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF OUR SITE WILL BE ACCURATE, COMPLETE OR RELIABLE, (v) THE QUALITY OF ANY PRODUCTS, SERVICES, SOFTWARE, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH OUR SITE WILL MEET YOUR EXPECTATIONS, AND (vi) ANY ERRORS IN OUR SITE OR SOFTWARE WILL BE CORRECTED. 7. ANY MATERIAL DOWNLOADED, UPLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF OUR SITE OR SOFTWARE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR BUSINESS OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR UPLOAD OF ANY SUCH MATERIAL OR THE USE OF OUR SITE OR OUR SOFTWARE. 8. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM AT&T OR THROUGH OR FROM OUR SITE SHALL CREATE ANY WARRANTY. ADVICE OR INFORMATION RECEIVED BY MEANS OF OUR SITE SHOULD NOT BE RELIED UPON FOR SIGNIFICANT PERSONAL, BUSINESS, MEDICAL, LEGAL OR FINANCIAL DECISIONS AND YOU SHOULD CONSULT AN APPROPRIATE PROFESSIONAL FOR SPECIFIC ADVICE TAILORED TO YOUR PARTICULAR SITUATION. 7.18 ENFORCEMENT AT&T reserves the right but does not assume the obligation to strictly enforce these Terms, including without limitation by issuing warnings, suspension, or termination of access to the Sites and/or services, and/or by removing, screening, or editing of Content, or by engaging in self-help and active investigation, litigation and prosecution in any court or other appropriate venue. AT&T may access, use, and disclose transaction information and any Content provided by you to comply with the law (e.g., a lawful subpoena) or based on AT&T´s reasonable judgment that disclosure is necessary, or to enforce or apply our agreements (including these Terms), to initiate, render, bill, and collect for services, to protect our rights or property, or to protect users of AT&T´s services, the Site and other 57 © 2011 AT&T Intellectual Property. All rights reserved. AT&T, the AT&T logo and all other marks contained herein are trademarks of AT&T Intellectual Property and/or AT&T affiliated companies. Version: 12012011 persons or entities from fraudulent, abusive, or unlawful use of the Site or any such services. INDIRECT, ATTEMPTED OR ACTUAL VIOLATIONS OF THESE TERMS OR ANY RELATED POLICY BY YOU OR ANY THIRD- PARTY ON YOUR BEHALF SHALL BE CONSIDERED VIOLATIONS OF THESE TERMS BY YOU. 7.19 LIMITATION OF LIABILITY IN NO EVENT SHALL AT&T, ITS EMPLOYEES, OFFICERS, REPRESENTATIVES, SERVICE PROVIDERS, SUPPLIERS, LICENSORS, AND AGENTS BE LIABLE FOR ANY DIRECT, SPECIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO, LOSS OF USE, LOSS OF PROFITS, OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH (i) THE USE OR INABILITY TO USE THE SITES OR THE CONTENT, MATERIALS, SOFTWARE, INFORMATION OR TRANSACTIONS PROVIDED ON OR THROUGH THE SITES, OR (ii) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES IN THE SITES OR THE CONTENT, MATERIALS, SOFTWARE, INFORMATION, PRODUCTS, OR SERVICES ON OR AVAILABLE THROUGH THE SITES, (iii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY PRODUCTS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM OUR SITE; (iv) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (v) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON OUR SITE; (vi) THE DELAY OR FAILURE IN PERFORMANCE RESULTING FROM AN ACT OF FORCE MAJEURE, INCLUDING WITHOUT LIMITATION, ACTS OF GOD, NATURAL DISASTERS, COMMUNICATIONS FAILURE, GOVERNMENTAL ACTIONS, WARS, STRIKES, LABOR DISPUTES, RIOTS, SHORTAGES OF LABOR OR MATERIALS, VANDALISM, TERRORISM, NON-PERFORMANCE OF THIRD PARTIES OR ANY REASONS BEYOND THEIR REASONABLE CONTROL; OR (vii) ANY OTHER MATTER RELATING TO OUR SITE, EVEN IF AT&T OR ITS AUTHORIZED REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SITE AND/OR SITERELATED SERVICES IS TO STOP USING THE SITE AND/OR THOSE SERVICES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OF LIABILITY, IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES SET FORTH ABOVE, SO THIS LIMITATION OF LIABILITY MAY NOT APPLY TO YOU. IF ANY PART OF THIS LIMITATION ON LIABILITY IS FOUND TO BE INVALID OR UNENFORCEABLE FOR ANY REASON, THEN THE AGGREGATE LIABILITY OF AT&T UNDER SUCH CIRCUMSTANCES FOR LIABILITIES THAT OTHERWISE WOULD HAVE BEEN LIMITED SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100). 7.20 INDEMNIFICATION You agree to indemnify, defend and hold harmless AT&T and its underlying content and service providers, licensors and suppliers, and each of their respective subsidiaries, affiliates, officers, agents, and employees, from and against all losses, expenses, damages and costs, including reasonable attorneys' fees, made by 58 © 2011 AT&T Intellectual Property. All rights reserved. AT&T, the AT&T logo and all other marks contained herein are trademarks of AT&T Intellectual Property and/or AT&T affiliated companies. Version: 12012011 any third-party due to or arising out of Submitted Material or any other content you submit, post or upload to or transmit through our Site, your use of our Site, your connection to our Site, your violation of these Terms, or your violation of any law or the rights of another. These obligations will survive any termination of your relationship with AT&T or your use of our Site. AT&T reserves the right to assume the defense and control of any matter subject to indemnification by you, in which event you will cooperate with AT&T in asserting any available defenses. 7.21 TERMINATION/SUSPENSION You agree that AT&T may immediately terminate or suspend your account, any associated email address, and access to all or any part of the Sites or change your password without notice. Cause for such termination, suspension or change shall include, but not be limited to, (a) breaches or violations of these Terms or other incorporated agreements or guidelines, (b) requests by law enforcement or other government agencies, (c) a request by you (self-initiated account deletions), (d) discontinuance or material modification to the Sites (or any part thereof,) (e) unexpected technical or security issues or problems, (f) extended periods of inactivity, and/or (g) engagement by you in fraudulent or illegal activities. Termination of your account includes (or, if AT&T elects instead to suspend your account, may include any one or more of the following) (a) removal of access to all offerings within the Sites, (b) deletion of your password and all related information, files and other content associated with or inside your account (or any part thereof) and (c) barring of further use of the Sites. You agree that all terminations and suspensions for cause shall be made in AT&T´s sole discretion and that AT&T shall not be liable to you or any third party for any termination or suspension of your account, loss of storage, any associated email address, or access to the Sites. Further, AT&T reserves the right, to immediately terminate or suspend your account, any associated email address, and access to the Sites at any time for any reason and without notice to you in its sole discretion. 7.22 MISCELLANEOUS AT&T´s failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from the Terms and shall not affect the validity and enforceability of any remaining provisions. These Terms shall be governed and construed in accordance with the laws of the State of Texas applicable to agreements made and to be performed in Texas. You agree that any legal action or proceeding between AT&T and you for any purpose concerning these Terms or the parties' obligations hereunder shall be brought exclusively in a federal or state court of competent jurisdiction sitting in Texas. Neither the course of conduct and/or course of dealing between the parties nor trade practice shall act to modify any provision of this Agreement. AT&T may assign its rights and duties under this Agreement to any party at any time without notice to you. Your rights and duties under these Terms are not assignable by you without written consent of AT&T. These Terms do not provide any third party with a remedy, claim, or right of reimbursement. You must file any claim or suit related to our Site within one year after it arises. 59 © 2011 AT&T Intellectual Property. All rights reserved. AT&T, the AT&T logo and all other marks contained herein are trademarks of AT&T Intellectual Property and/or AT&T affiliated companies. Version: 12012011 AT&T Long Distance Toll Free Service 1. Service. Long Distance Toll Free Service – Switched is a part of Customer’s Agreement with AT&T for AT&T Small Business Service (the ―Agreement‖). AT&T will provide Long Distance Toll Free Service Switched under the Agreement and the relevant provisions related to the Toll Free – Switched service provided in the ABN Service Guide at http://new.serviceguide.att.com/portals/sgportal.portal?_nfpb=true&_pageLabel=abn_page, as modified from time-to-time, are incorporated by reference. 2. Eligibility: Customer must enter into or has already entered into an AT&T Small Business Service Agreement. Domestic U.S. AT&T Toll-Free terminations only. Toll-Free calls can originate from domestic U.S. and Canadian locations and International ITFS, UIFN or AT&TDirect access. 3. Effective Date. This agreement is Effective on the Effective Date of the Agreement for AT&T Small Business Service. In the event Customer installs Toll Free Service- Switched during the Ramp-Up period of the AT&T Small Business Service (i.e., prior to the Effective Date of the Agreement), Customer will be billed for and agrees to pay all charges incurred during that Ramp-Up period. 4. Pricing – Toll Free (switched) Long Distance 4.1 Monthly Recurring Charge Monthly Recurring Charge (MRC) Service Guide Rate Table Reference Per switched Toll Free Routing Arrangement $30.00 P-4.3.2.1. Rate Table TF-GEN-MRC: Toll-Free Monthly Recurring Charges Promotional pricing may be available based on customer eligibility. All current or future taxes, surcharges, fees, shipping charges, and any similar charges specified or allowed by any governmental entity are in addition to the prices shown. 4.2 Switched Toll Free Usage Type Rate Per Minute Service Guide Rate Table Reference Domestic - Switched $0.0525 P-4.3.1.4.2. Rate Table ABN –DLD LOY Canada – Switched $1.062 P-4.3.1.4.21. Rate Table ABN-ITF Promotional pricing may be available based on customer eligibility. All current or future taxes, surcharges, fees, shipping charges, and any similar charges specified or allowed by any governmental entity are in addition to the prices shown. 60 © 2011 AT&T Intellectual Property. All rights reserved. AT&T, the AT&T logo and all other marks contained herein are trademarks of AT&T Intellectual Property and/or AT&T affiliated companies. Version: 12012011 AT&T Toll Free Advanced Features 1. Service. AT&T Toll Free Advanced Features is a part of Customer’s Agreement with AT&T for AT&T Small Business Service (the ―Agreement‖). AT&T will provide the Service under the Agreement and the relevant provisions related to the service provided in the ABN Service Guide at http://new.serviceguide.att.com/portals/sgportal.portal?_nfpb=true&_pageLabel=abn_page, as modified from time-to-time, are incorporated by reference. The following lists the Toll Free Advanced features available under the AT&T Small Business Service Agreement: Routing Features: Time Manager Day Manager Area Code Routing Exchange Code Routing Country Code Routing Quick Call Allocator Caller Recognition Routing Announcement Features: Call Prompter Enroute Announcements Courtesy Response Call Redirection Features: Alternate Destination Routing 2. Eligibility: Customer must enter into or has already entered into an AT&T Small Business Service Agreement and have purchased AT&T Long Distance Toll Free Service under the AT&T Small Business Service Agreement. 3. Effective Date. This agreement is Effective on the Effective Date of the Agreement for AT&T Small Business Service. In the event Customer installs Toll Free Service- Switched during the Ramp-Up period of the AT&T Small Business Service (i.e., prior to the Effective Date of the Agreement), Customer will be billed for and agrees to pay all charges incurred during that Ramp-Up period. 4. Pricing – Monthly Recurring, Non Recurring and Usage charges Advanced Feature * Routing Features* 61 Monthly Recurring Charge (MRC) Non Recurring Charge (NRC) $35.00 $25.00 Usage Service Guide Rate Table Reference Service Description located in section SD-2.2.3.5. Pricing located in section P-4.3.4.1 © 2011 AT&T Intellectual Property. All rights reserved. AT&T, the AT&T logo and all other marks contained herein are trademarks of AT&T Intellectual Property and/or AT&T affiliated companies. Version: 12012011 Announcement Features - Call Prompter, Enroute Announcements and Courtesy Response* Announcement Per Play Charge $0.07 Service Description located in section SD2.2.3.5. Pricing located in section P-4.3.4.1 Announcement Played Per Minute $0.06 Service Description located in section SD2.2.3.5. Pricing located in section P-4.3.4.1 Monthly Storage/Announcement $55.00 Service Description located in section SD2.2.3.5. Pricing located in section P-4.3.4.1 Professional Voice / Announcement $120.00 Service Description located in section SD2.2.3.5. Pricing located in section P-4.3.4.1 Professional Voice Expedited / Announcement $240.00 Service Description located in section SD2.2.3.5. Pricing located in section P-4.3.4.1 Call Redirection Features – Alternate Destination Routing* $20.00 $150.00 $5.00 Installation Charge* $0.03 Service Description located in section SD2.2.3.5. Pricing located in section P-4.3.4.1 Service Description located in section SD2.2.3.5. Pricing located in section P-4.3.4.1 *Installation charge per branch with a Minimum charge of $25.00 and Maximum charge of $1000.00 Promotional pricing may be available based on customer eligibility. All current or future taxes, surcharges, fees, shipping charges, and any similar charges specified or allowed by any governmental entity are in addition to the prices shown. 5. Withdrawal of Services AT&T may discontinue offering or providing the Service or a Service Component to Customer upon thirty (30) days written notice or as required under applicable law or regulation, and in any event only where AT&T generally discontinues providing the Service or a Service Component to similarly-situated customers. AT&T will use commercially reasonable practices in determining the timing of an Service or Service Component withdrawal. 62 © 2011 AT&T Intellectual Property. All rights reserved. AT&T, the AT&T logo and all other marks contained herein are trademarks of AT&T Intellectual Property and/or AT&T affiliated companies. Version: 12012011
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