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<br />Customer will ensure that the location at which AT&T installs,
<br />maintains or provides Services is a suitable and safe working
<br />environment, free of any substance or material that poses an
<br />unreasonable risk to health, safety, or property or whose use,
<br />transport, storage, handling, disposal, or release is regulated by
<br />any law related to pollution, protection of air, water, or soil, or
<br />health and safety. If AT&T encounters any such hazardous
<br />materials at a Customer location, AT&T may terminate the affected
<br />Service, or suspend performance until Customer removes the
<br />hazardous materials.
<br />
<br />AT&T Eauioment: Services may include use of certain equipment
<br />owned by AT&T that is located at the address in a Pricing
<br />Schedule ("AT&T Equipment"), but title to the AT&T Equipment will
<br />remain with AT&T. Customer must provide electric power for the
<br />AT&T Equipment and keep the AT&T Equipment physically secure
<br />and free from liens and encumbrances. Customer will bear the risk
<br />of loss or damage (other than ordinary wear and tear) to AT&T
<br />Equipment.
<br />
<br />Prices. Pricina Schedule Term. and Taxes: Unless a Pricing
<br />Schedule states otherwise, the prices listed in a Pricing Schedule
<br />are stabilized until the end of the Pricing Schedule Term. No
<br />promotion, credit or waiver set forth in a Service Publication will
<br />apply unless the Pricing Schedule states otherwise. At the end of
<br />a Pricing Schedule Term, Customer will have the option to either:
<br />(a) cease using the Service (which will require Customer to take all
<br />steps required by AT&T to terminate the Service); or (b) continue
<br />using the Service under a month-to-month service arrangement.
<br />Unless a Pricing Schedule states otherwise, during any month-to-
<br />month service arrangement, the prices, terms and conditions in
<br />effect on the last day of the Pricing Schedule Term will continue
<br />until changed by AT&T on 30 days' prior notice to Customer.
<br />
<br />Prices in the Pricing Schedules are exclusive of, and Customer will
<br />pay, all current or future taxes, regulatory surcharges, recovery
<br />fees, shipping charges, and other similar charges specified or
<br />allowed by any governmental entity relating to the sale, use or
<br />provision of the Services.
<br />
<br />Billina. Pavments. Deoosits and MARC: Payment is due 30 days
<br />after the invoice date (unless another date is specified in an
<br />applicable Tariff or Guidebook) and must refer to the invoice
<br />number. Restrictive endorsements or other statements on checks
<br />are void. If Customer does not dispute a charge in writing within 6
<br />months after the invoice date, Customer waives the right to dispute
<br />the charge (except to the extent applicable law or regulation
<br />requires otherwise). AT&T may charge a late fee for overdue
<br />payments: (i) for Services contained in a Tariff or Guidebook, at
<br />the rate specified therein; or (ii) for all other Services, at the lower
<br />of 1.5% per month (18% per annum) or the maximum rate allowed
<br />by law; plus (iH) all costs (including attorney fees) of collecting
<br />delinquent or dishonored payments. AT&T may require Customer
<br />to establish a deposit as a condition of providing Services.
<br />Customer authorizes AT&T to investigate Customer's credit and
<br />share information about Customer with credit reporting agencies.
<br />If the Pricing Schedule includes a MARC, and Customer's annual
<br />MARC-Eligible charges (after deducting discounts and credits
<br />(other than outage or SLA credits) are less than the MARC in any
<br />period, Customer will be billed for the shortfall, and payment will be
<br />due 30 days after the invoice date.
<br />
<br />Termination and Susoension: Either party may terminate this
<br />Agreement immediately upon notice if the other party becomes
<br />insolvent, ceases operations, is the subject of a bankruptcy
<br />petition, or makes an assignment for the benefit of its creditors.
<br />AT&T may terminate or suspend a Service, and if the activity
<br />implicates the entire Agreement, terminate the entire Agreement,
<br />immediately upon notice if Customer: (i) commits a fraud upon
<br />AT&T; (H) utilizes the Service to commit a fraud upon another
<br />party; (iii) unlawfully uses the Service; (iv) abuses or misuses
<br />AT&T's network or Service; or (v) interferes with another
<br />customer's use of AT&T's network or services. Customer may
<br />
<br />msa_ua_verJrtf
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<br />terminate an affected Service for material breach by AT&T, and
<br />AT&T may terminate or suspend (and later terminate) an
<br />affected Service for material breach by Customer, if such
<br />breach is not cured within 30 days of notice. If Customer fails
<br />to rectify a violation of the AUP within 5 days after receiving
<br />notice from AT&T, then AT&T may suspend or terminate the
<br />affected Service. AT&T has the right, however, to suspend or
<br />terminate the applicable portion of the Service immediately
<br />when: (i) AT&T's suspension or termination is in response to
<br />multiple or repeated AUP violations or complaints; (ii) AT&T is
<br />acting in response to a court order or governmental notice that
<br />certain conduct must be stopped; or (iH) AT&T reasonably
<br />determines: (a) that it may be exposed to sanctions, liability,
<br />prosecution, or other adverse consequences under applicable
<br />law if AT&T were to allow the violation to continue; (b) that such
<br />violation may cause harm to or interfere with the integrity or
<br />normal operations or security of AT&T's network or networks
<br />with which AT&T is interconnected or interfere with another
<br />customer's use of AT&T Services or the Internet; or (c) that
<br />such violation otherwise presents imminent risk of harm to
<br />AT&T or AT&T's customers or their respective employees.
<br />
<br />Notwithstanding that a Pricing Schedule may commit AT&T to
<br />provide a Service to Customer for a Pricing Schedule Term,
<br />and unless applicable local law or regulation mandates
<br />otherwise, AT&T may discontinue providing a Service upon 12
<br />months' notice, or a Service Component upon 120 days' notice,
<br />but only where AT&T generally withdraws the Service or
<br />Service Component for similarly-situated customers.
<br />
<br />If Customer terminates a Service prior to the date Customer's
<br />obligation to pay for Services begins, Customer will reimburse
<br />AT&T for time and materials, including any third party charges,
<br />incurred prior to the effective date of termination. Thereafter, if
<br />Customer terminates a Service for Customer's convenience, or
<br />AT&T terminates a Service for any of the reasons specified in
<br />the first paragraph of this Section, Customer must pay all
<br />applicable termination charges: (i) if termination occurs before
<br />the end of the Minimum Payment Period (the minimum period
<br />specified in Pricing Schedules for which Customer is required
<br />to pay recurring charges for the Service), Customer must pay
<br />50% (unless a different percentage is specified in the Pricing
<br />Schedule) of the monthly recurring charges for the terminated
<br />Service multiplied by the months remaining in the Minimum
<br />Payment Period, plus any waived or unpaid non-recurring
<br />charges identified in the Pricing Schedule (including, but not
<br />limited to, any charges related to a failure to satisfy a Minimum
<br />Retention Period), plus any third-party charges incurred by
<br />AT&T due to the termination, all of which will be, if applicable,
<br />applied to Customer's MARC-Eligible Charges; and (H) if
<br />Customer terminates a Pricing Schedule that has a MARC,
<br />Customer must pay an amount equal to 50% of the unsatisfied
<br />MARC for the balance of the Pricing Schedule Term, after
<br />applying amounts received pursuant to (i). The termination
<br />charge set forth in (i) above will not apply if a terminated
<br />Service is replaced with an upgraded Service at the same
<br />location, but only if (a) the Minimum Payment Period and
<br />associated charge for the replacement Service are equal to or
<br />greater than the Minimum Payment Period and associated
<br />charge for the terminated Service, and (b) the upgrade is not
<br />restricted in the Service Publication. In addition, Customer may
<br />terminate a Service without incurring termination charges if (a)
<br />AT&T revises a Service Publication and the revision has a
<br />materially adverse impact upon Customer; (b) Customer gives
<br />30 days' notice of termination to AT&T within 90 days of the
<br />date of the revision; and (c) AT&T does not remedy the
<br />materially adverse impact prior to the effective date of
<br />termination. "Materially adverse impacts" do not include
<br />changes to non-stabilized rates, changes required by
<br />
<br />MSA UA VER I 07/14/2008
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<br />AT&T and Customer Confidential Information
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