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<br />governmental authority, or changes in additional charges such as
<br />surcharges or taxes.
<br />
<br />Disclaimer of Warranties and Liabilitv: AT&T MAKES NO
<br />EXPRESS OR IMPLIED WARRANTY AND DISCLAIMS ANY
<br />WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
<br />PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OR
<br />THOSE ARISING FROM USAGE OF TRADE OR COURSE OF
<br />DEALING. FURTHER, AT&T MAKES NO WARRANTY THAT
<br />TELEPHONE CALLS OR OTHER TRANSMISSIONS WILL BE
<br />ROUTED OR COMPLETED WITHOUT ERROR OR
<br />INTERRUPTION (INCLUDING 911 CALLS), OR WARRANTY
<br />REGARDING NETWORK SECURITY, THE ENCRYPTION
<br />EMPLOYED BY ANY SERVICE, THE INTEGRITY OF ANY DATA
<br />THAT IS SENT, BACKED UP, STORED OR LOAD BALANCED,
<br />THAT AT&T'S SECURITY PROCEDURES WILL PREVENT THE
<br />LOSS OR ALTERATION OF OR IMPROPER ACCESS TO
<br />CUSTOMER'S DATA, OR THAT SERVICES WILL BE
<br />UNINTERRUPTED OR ERROR-FREE. AT&T WILL NOT BE
<br />LIABLE FOR ANY DAMAGES RELATING TO:
<br />INTEROPERABILlTY, ACCESS TO OR INTERCONNECTION OF
<br />THE SERVICES WITH APPLICATIONS, EQUIPMENT,
<br />SERVICES CONTENT OR NETWORKS PROVIDED BY
<br />CUSTOMER OR OTHERS; SERVICE DEFECTS, SERVICE
<br />LEVELS, DELAYS OR INTERRUPTIONS (EXCEPT FOR
<br />LIABILITY FOR SUCH EXPLICITLY SET FORTH HEREIN); ANY
<br />INTERRUPTION OR ERROR IN ROUTING OR COMPLETING
<br />CALLS OR OTHER TRANSMISSIONS (INCLUDING 911 CALLS);
<br />LOST OR ALTERED TRANSMISSIONS; OR UNAUTHORIZED
<br />ACCESS TO OR THEFT, ALTERATION, LOSS, OR
<br />DESTRUCTION OF CUSTOMER'S OR OTHERS'
<br />APPLICATIONS, CONTENT, DATA, NETWORK OR SYSTEMS.
<br />
<br />Limitation of Liabilitv: AT&T'S ENTIRE LIABILITY, AND
<br />CUSTOMER'S EXCLUSIVE REMEDY, FOR DAMAGES ARISING
<br />OUT OF MISTAKES, OMISSIONS, INTERRUPTIONS, DELAYS,
<br />ERRORS OR DEFECTS IN THE SERVICES, AND NOT CAUSED
<br />BY CUSTOMER'S NEGLIGENCE, SHALL IN NO EVENT
<br />EXCEED THE APPLICABLE CREDITS SPECIFIED IN THE
<br />SERVICE PUBLICATION, OR IF NO CREDITS ARE SPECIFIED,
<br />AN AMOUNT EQUIVALENT TO THE PROPORTIONATE
<br />CHARGE TO CUSTOMER FOR THE PERIOD OF SERVICE
<br />DURING WHICH SUCH MISTAKE, OMISSION, INTERRUPTION,
<br />DELAY ERROR OR DEFECT IN THE SERVICES OCCURS AND
<br />CONTINUES. IN NO EVENT SHALL ANY OTHER LIABILITY
<br />ATTACH TO AT&T. THIS LIMITATION WILL NOT APPLY TO: (I)
<br />BODILY INJURY, DEATH, OR DAMAGE TO REAL OR
<br />TANGIBLE PROPERTY DIRECTLY CAUSED BY AT&T'S
<br />NEGLIGENCE; OR (II) SETTLEMENT, DEFENSE OR PAYMENT
<br />OBLIGATIONS UNDER THE "THIRD PARTY CLAIMS"
<br />PARAGRAPH.
<br />
<br />NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY
<br />UNDER ANY CIRCUMSTANCES FOR ANY INDIRECT,
<br />INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR SPECIAL
<br />DAMAGES.
<br />
<br />These disclaimers and limitations of liability will apply regardless of
<br />the form of action, whether in contract, tort, strict liability or
<br />otherwise and whether damages were foreseeable. These
<br />disclaimers and limitations of liability will survive failure of any
<br />exclusive remedies provided in this Agreement.
<br />
<br />Third Partv Claims: AT&T agrees at its expense to defend or settle
<br />any claim against Customer, its Affiliates, and its and their
<br />employees and directors, and to pay all compensatory damages
<br />finally awarded against such parties where the claim alleges that a
<br />Service infringes any patent, trademark, copyright, or trade secret,
<br />except where the claim arises out of: (i) Customer's or a User's
<br />content; (ii) modifications to the Service by Customer or third
<br />parties, or combinations of the Service with any services or
<br />products not provided by AT&T; (iii) AT&T's adherence to
<br />
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<br />Customer's written requirements; or (iv) use of the Service in
<br />violation of this Agreement. AT&T may at its option either
<br />procure the right for Customer to continue using, or may
<br />replace or modify, the alleged infringing Service so that the
<br />Service becomes non-infringing, or failing that to terminate the
<br />Service without further liability to Customer.
<br />Customer agrees at its expense to defend or settle any claim
<br />against AT&T, its Affiliates, and its and their employees,
<br />directors, subcontractors, and suppliers, and to pay all
<br />compensatory damages finally awarded against such parties
<br />where: (i) the claim alleges that a Service infringes any patent,
<br />trademark, copyright or trade secret, and falls within the
<br />exceptions under (i)-(iv) above; or (ii) the claim alleges a
<br />breach by Customer, its Affiliates, or Users of a software
<br />license agreement governing software provided with the
<br />Services.
<br />Import/Export Control: Customer, not AT&T, is responsible for
<br />complying with import and export control laws, conventions and
<br />regulations for all equipment, software, or technical information
<br />Customer moves or transmits between countries using the
<br />Services.
<br />ARBITRATION: ALL CLAIMS OR DISPUTES ARISING FROM
<br />THIS AGREEMENT SHALL BE SETTLED BY BINDING
<br />ARBITRATION ADMINISTERED BY THE AMERICAN
<br />ARBITRATION ASSOCIATION UNDER ITS COMMERCIAL
<br />ARBITRATION RULES (SUBJECT TO THE REQUIREMENTS
<br />OF THE FEDERAL ARBITRATION ACT) AND ANY
<br />JUDGMENT ON ANY AWARD RENDERED MAY BE
<br />ENTERED AND ENFORCED IN ANY COURT HAVING
<br />JURISDICTION. THE PARTIES WAIVE ANY RIGHT TO
<br />TRIAL BY JURY OR TO PARTICIPATE IN OR INITIATE
<br />CLASS ACTIONS; IF THE PARTIES CANNOT WAIVE THESE
<br />RIGHTS, THIS ENTIRE SECTION IS NULL AND VOID.
<br />
<br />General Provisions: This Agreement and any pricing or other
<br />proposals are confidential to Customer and AT&T. Neither
<br />party may publicly disclose any confidential information without
<br />the prior written consent of the other, unless authorized by
<br />applicable law, regulation or court order. Until directed
<br />otherwise by Customer in writing, if AT&T designates a
<br />dedicated account representative as Customer's primary
<br />contact with AT&T, Customer authorizes that representative to
<br />discuss and disclose Customer's customer proprietary network
<br />information to any employee or agent of Customer without a
<br />need for further authentication or authorization. This Agreement
<br />may not be assigned by either party without the prior written
<br />consent of the other party, which consent will not be
<br />unreasonably withheld or delayed. AT&T may: (i) assign in
<br />whole or relevant part its rights and obligations under this
<br />Agreement to an Affiliate, or (ii) subcontract work to be
<br />performed under this Agreement, but AT&T will in each such
<br />case remain financially responsible for the performance of such
<br />obligations. Any claim or dispute arising out of this Agreement
<br />must be filed within two years after the cause of action arises.
<br />This Agreement does not provide any third party (including
<br />Users) any remedy, claim, liability, cause of action or other right
<br />or privilege. Regulated Services will be governed by the law
<br />and regulations applied by the regulatory commission having
<br />jurisdiction over the Services. Otherwise, this Agreement will be
<br />governed by the law and regulations of the State set forth
<br />above for Customer's address, without regard to its conflict of
<br />law principles. This Agreement is limited to Services to be
<br />provided in the United States. The United Nations Convention
<br />on Contracts for International Sale of Goods will not apply.
<br />Except for payment of amounts due, neither party will be liable
<br />for any delay, failure in performance, loss or damage due to
<br />causes beyond such party's reasonable control. Any notice
<br />required or permitted under this Agreement must be in writing
<br />
<br />MSA UA VER I 07/14/2008
<br />
<br />AT&T and Customer Confidential Information
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