CM-2019-0289 - 10/4/2019at&t Proposal and Quotation
Quote # CaRR201905241
A quotation for quotation Information
Company: City of Round Rock Data ; 5124119
Name: Jennifer Patton Expiration: 6123119
Email: iadttontdroundrockfL)zLeov Account Executive Geoffrey Kordik
Phone: 512.218.3296 Application Specialist:
Fax: Design Engineer.
Project: Video encodear Inside Sales: Debbie Cooper
07411 VIDEO ENCODER PERP by Axis
1 OSIB•004 Communications 1 $476.39 $478.39 $476.39
2
Installation
Once Source • Axis 07411 Video Encoder
1
$339.39
5339.39
$339.39
TOTAL 5816.78
IMPORTANT NOTE: In addition to this proposal, AT&T offers Structured Cabling products & services often overlooked when planning for implementation; Ihese include a Two -Post
Rack Kit (including irnsta6ation), a Wall -Rack Kit (Including Inatallatlon), and additional Stand -Alone Items such as copper and fiber patch cords, urdntemrptible power supplies (l1PS►
and cable management. Crick on the rinks below for additional Information.
Two -Post Rack IQ ;-:/2 wiY.Mcpgt;.Gcmlbclt enitwooual-mck- Mirodf
Wall -Rack Kit_ t d r. I -rack. it,pjf
Stand -Alone Items n PiO:/Iymrl r,g� Q!T un bC]t_ 9 rk2yArd'91Ore 11■ ma R f
TERMS;
AT&T services encompass complete McHale 1.1facyc4 Saknkna to maxlmba lite rNum on
•NM 30, payment nrma and order acceptance basad upon prier cndn approval
Investment from your rmlwark Inrnatroetun.
'This Proposal and quotmhq and any purcMN made In response to this Proposal and
Ououdon, an subject to she tonna and CteMllbns set forth In the Equipment Rauh COMncI
between IM poral.., or If no contract •■isu, !ha standard AT&T Equlpnmrd and Services rosaN
We Can • •
C4MnCL
'This Quotation excludes all applicable n■n and shipping charges.
lNayn-Cansuteng Servkaa, Seeurhy, Network MgmL
•F.O.A:Orlqu; Prepaid and Add, Standard Shipping mashed Is UPS Ground mrusa atMnNaa
Deaver •Supinq, Installation, Leasuq, Project Mgmt.
specified.
Manage • Monaorinq, Maintenance, Mild Svcs.
NOTE:
For CA shipments only: CA State WARNWO; Pratluena ordered can expose you to cMmkats known
•puaw varlry your shipment Is comet by nvur4nq IM packing gat beton opening.
to cause cancer i7or nproductiva haven, Sae:
-Return peaeNs my by manulactunr and are One sensitive. PNase contact year kxat AT&T
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Zpnamallva regarding any returnquestions or requests. NI returns an aublatt to
anulactunra terms and eendluons.
'Restocking eMrgaa may appy. Rqum ■ulhedsaaena an required prior to mum.
'Monthly Financing available.
McMby payment is for 36 month commercial Tbmnelnq and Is valid 10r 30 days.
' Financing to subject to AT&T Capital Services endo approval.
• This equipment may M eIISIbN for promotional flnanclnq IrKanllwa, Including U■exempt
Mug for gwtlfylnq customers. 'Estimated Monthly Payment
• For more Information, Connect year kcal AT&T capital Regional Manager or Jodi Ramsay al !24.14 Plus applicable lama.
jk241174®aa.a0m Find pricing provided by AT&T Capitol
Thank you for this opportunity to pnxm you with our gmmta C0RR207a0524.1.
We hope to be faveM with your order.
Contact For This Quotation:
To ensure prompt expediting of this oNar, pksu lax to the fonetvuq number.
Name; Debbie Cooper
Fax l:
Phone: ]14•ISM175a
Fax: 314a35-5730
RerElmafl■e Aetlnar. Order Entry Atldmar
Ercall: dc72540ktt.cem
AT&T AT&T
PO Box sots 62666 aaaneMater Road
CAROL STREAM 1460197 r6 Paris, NO 67 7
y8,22•1
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CMy of Round Rock{aRR20190524•1 (video encoder w•Inatall),easx 5124)2019 101
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AT&T
MASTER AGREEMENT
AT&T MA Reference No.
Customer AT&T
City of Round Rod( Texas AT&T Corp.
Street Address: 221 East Main Street
Name: ZAU6L
City: Round Rock Stale/Province: TX
Name:
Zip Code: 78664 County: USA
CustomerContact for notices AT&T Contact fornodces
Name: Jennifer Patton Street Address: 4100 Bryan Steet
Tile: Logistics Palton City: Dallas Stale/Province: TX
Steet Address: 221 East Main Steet Zip Code: 75204 County: USA
Cily: Round Rod( Stale/Province: TX
Zip Code: 78664 County: USA With a copy to:
Telephone: 512-218-3296 AT&T Corp.
Fax: One AT&T Way
Email: jpatbn@roundrockfexas.gov Bedrrinsler, NJ 07921-0752
ATTN: Masbr AgreementSupportTeam
Email: rnas0atcorn
This Master Agreement ("Master Agreemenf ), between the customer named above ("Customer") and the AT&T entity named above
AT&TI, is effective when signed by boll Customer and AT&T.
Customer
by its authorized representative)
AT&T
b its authorized re resentatve
BXlv 4L&ZZ;2 BY:
Name: ZAU6L
ki
Name:
e: Tile:
Lte: Dale:
ua_ver IRA= UA VER 111 11116/2012
AT&T and Customer ConfldendaI Information
Page 1 of a
20191025-3198
201910253198UA
mv4491
Veronica Danao
Contract Specialist CGI
28 Oct 2019
MASTER AGREEMENT
1. INTRODUCTION
1.1 Overview of Documents. TtisMasierAgreernentandlhe following additional documents (collectively, the "Agreement") shall
apply ball products and services AT&T provides Customer pursuantb this Agreement ("Services") and shall continue in effect so long as
Services are provided underthis Agreement
a) Pricing Schedules. A "Pricing Schedule" means a pricing schedule (including related attachments) or other document that is
attached to or is later executed by the paries and references this Master Agreement A Pricing Schedule includes the Sery ice s,
the pricing (including discounts and corn ilments, 9 applicable) and the pricing schedule term ("Pricing Schedule Term").
b) Tariffs and Guidebooks. "Tariffs" are documents containing the descriptions, pricing and other terms and conditions for a
Service that AT&T or its Aitiliabs file with regulabry authorities. "Guidebooks" are documents (designated as Guidebooks or
Price Lisp) containing the descriptions, pricing and other terms and conditions for a Service that were butno longer are tiled with
regulatory authorities. Tariffs and Guidebooks can be found at altcomiservice ublicaion"5 or other locations AT&T may
designate.
c) Acceptable Use Policy. AT&Ts Acceptable Use Policy ("AUP")applies to(QServices provided over or accessing the Internet
and(ii) wireless (i.e., cellular) data and messaging Services. The AUP can be found atattoornfaup or other locations AT&T may
designate.
d) Service Guides. The descriptions, pricing and olher terms and conditions far a Service not covered by a Tariff or Guidebook
may be contained in a Service Guide, which can be bund at akcomiservice u bl(raions or other locations AT&T pray designate.
1.2 Priority of Documents. The orderof priority of the documents that farm this Agreementis: the applicable Pricing Schedule or
Order; this Master Agreement* the AUP; and Tariffs, Guidebooks and Service Guides; provided that Tariffs will be first in priority in any
jurisdiction where applicable law or regulation does notpermft contact terms b take precedence over inconsislentTariffierms.
1.3 Revisionsto Documents.Subjectb Section 8.2(b) (Materially Adverse Impact), AT&T may revise Service Publications at any
time.
1.4 Execution by Affiliates. An AT&TA6liab or Customer Alliab may sign a Pricing Schedule in its own name, and such Affiliate
contract will be a separate but associated contact incorporating the terms of this Agreement. Customer and AT&T will cause their
respective Afiliales to comply with any such separate and associated contact
2. AT&T DELIVERABLES
2.1 Services. AT&Twill either provide or arrangeb have an AT&T Atliliab provide Services to Customer and its Users, subject to
the availability and operational limitations of systems, facilities and equipment Where required, an AT&T Aibliab authorized by the
appropriate regulabry authorily will be the service provider. Ifan applicable Service Publication expressly permits placement of an order
for a Service under this Master Agreementwithout the execution of a Pricing Schedule, Customer may place such an order using AT&T's
standard ordering processes (an "Order}, and upon acoeplance by AT&T, the Order shall otherwise be deemed a Pricing Schedule under
this Master Agreementfor the Service ordered
2.2 AT&T Equipment Servicesmay be provided using equipmentowned by AT&T thatis located althe Site ("AT&T Equipment"),
but title b the AT&T Equipment will remain with AT&T. Cusbrner must provide adequate space and electic power for the AT&T
Equipment and keep the AT&T Equiprnentphysically secure and tee from liens and encumbrances. Customer will bear the risk of loss or
damage b the AT&T Equipment (other than ordinary wear and bar), exceptb the extent caused by AT&T or its agents.
2.3 Purchased Equipment. Exoeptas spedied in a Service Publication, tine b and risk of loss of Purchased Equipmentshall pass
b Customer on delivery to the tansportcarrier for shipment to Customer's designated location.
2.4 Licenseand OtherTerms. Software, Purchased Equipment and Third -Party Services may be provided subjectio the terms of a
separate license or other agreement between Cusbmer and either the licensor, the third -party service provider or the manufacturer.
Customer's execution of the Pricing Schedule for or placement of an Order for Sollware, Purchased Equipmentor Third -Party Services is
Customer's agreement to comply with such separate agreement Unless a Service Publication specifies otherwise, AT&T's sole
responsibility with respect to Third -Party Services is b place Customer's orders for Third -Party Services, exceptihatAT&T may in v nice
and collect paymenitom Customer for the Third -Party Services.
3. CUSTOMER'S COOPERATION
3.1 Access Right. Customer will in a timely manner allow AT&T access as reasonably required for the Services to property and
equipment that Customer controls and will obtain at Customer's expense timely access for AT&T as reasonably required for the Services
to property controlled by third parties such as Cusbmer's landlord. AT&T will coordinate with and, except in an emergency, obtain
Customer's consent to enter upon Customer's property and premises, which consent shall not be unreasonably withheld. Access rights
mean the right to construct, install, repair, maintain, replace and remove access lines and network facilities and the right b use ancillary
equipment space within a building for Customer's connection to AT&T's network. Cusbmer must provide AT&T timely information and
access b Customer's facilities and equipment as AT&T reasonably requires for the Services, subject b Customer's reasonable security
policies. Customer will furnish any conduit, holes, wireways, wiring, plans, equipment, space, power/utilities and other items as AT&T
reasonably requires for the Services and will obtain any necessary licenses, permits and consents (including easements and righls-oi
way). Customer will have the Sib ready for AT&T to perform its work according b a mutually agreed schedule.
ua_rer lii.doc UA VER 111 11/16/2012
AT&T and Customer Confidential Information
Page 2 of 8
MASTER AGREEMENT
3.2 Safe Working Environment Customer will ensure hathe location at which AT&T installs, maintains or provides Services is a
safe working environment free of Hazardous Materials and reasonably suitable for he Services. "Hazardous Materials" mean any
substance or malarial capable of posing an unreasonable risk to health, safely or property or whose use, transport sbrag e, handling,
disposal or release is regulated by any law related to pollution, to probdion of air, water or soil or b health and safety. AT&T shall have no
obligation b perbrmwork at a location that is nota suitable and safe working environment ortohandle, remove or dispose ofHazardous
Materials.
3.3 Users. "User" means anyone whouses or accesses any Service provided to Customer. Customer will cause U sers to co mply
with this Agreement and is responsible for Users' use of any Service unless expressly provided b the contrary in an applicable Service
Publication.
3.4 Resale of Services. Cusbmer may not resell the Services or rebrand he Services for resale to third paries without AT&T's
prior written consent
4. PRICING AND BILLING
4.1 Pricing and Pricing Schedule Term; Terms ApplicableAfterEnd ofPricing ScheduleTerm.Thepriceslisied in a Pricing
Schedule are stabilized until the end of he Pricing Schedule Term and will apply in fieu of he corresponding prices set forth in the
applicable Service Publication. No promotion, credit, discount or waiver set iorh in a Service Publication will apply. Unless the Pricing
Schedule states otherwise, at the end of the Pricing Schedule Term, Customer may continue Service (subod:to any applicable no it ce or
other requirements in a Service Publication for Customer to brminaie a Service Componenl) undera month -b -month service arrangement
at the prices, terms and conditions in eliect on the last day of the Pricing Schedule Term. AT&T may change such prices, terms or
conditions on 30 days' prior notice to Customer.
4.2 Additional Charges and Taxes. Prices set forth in a Pricing Schedule are exclusive of and Customer will pay all taxes
excluding hose on AT&T's netincome), surcharges, recovery fees, customs clearances, duies, levies, shipping charges and other similar
charges (and any associated inlerestand penalties resuling from Customer's failure b timely pay such taxes or similar charges) relating b
the sale, transfer of ownership, installation, license, use or provision of he Services, except b the extent Customer provides a valid
exemption certiicab prior to the delivery of Services. To the extenlrequired by law, Customer may wihhold or deductany applicable taxes
from payments due to AT&T, provided hat Customer will use reasonable commercial efforts to minimize any such taxes to he extent
allowed by law or Ireay and will furnish AT&T with such evidence as may be required by relevanttaxing authorities to establish th a t such
tax has been paid so that AT&T may claim any applicable credit
4.3 Billing. Unless a Service Publication specifies otherwise, Customer's obligation to pay for a Service Component begins upon
availability of the Service Componentb Customer. Customer will pay AT&T wihoutdeducion, setoff or delay for any reason (e x cept for
withholding taxes as provided in Section 4.2 - Additional Charges and Taxes or in Section 4.5 - Delayed Billing; Disputed Charges). At
Customer's request but subject to AT&T's consent (which may not be unreasonably withheld or withdrawn), C usiorner's Alliales maybe
invoiced separably, and AT&T will accept payment from such Affiliates. Customer will be responsible for payment if Customer's Affiliates
do not pay charges in accordance with this Agreement AT&T may require Customer or its Alliaies b lender a deposit if AT&T
determines, in its reasonable judgment that Customer or its A6liabs are not creditworthy, and AT&T may apply such deposit to any
charges owed.
4.4 Payments. Paymentis due within 30 days after the dais of the invoice (unless another date is speciied in an applicable Tariff o r
Guidebook) and must refer b the invoice number. Charges mustbe paid in the currency specified in the invoice. Restrictive endorsemen is
or other statements on checks are void. Customer will reimburse AT&T for all costs associated with collecting delinquent or dishonored
payments, including reasonable attorneys' fees. AT&T may charge late payment fees at the lowest of (a) 1.5% per month (18% per
annum), (b) for Services contained in a Tariff or Guidebook at the rale specified therein, or (c) the maximum rate allowed by law for
overdue payments.
4.5 Delayed Billing; Disputed Charges. Customer will not be required to pay charges for Services initially invoiced more than 6
months after dose of the billing period in which the charges were incurred, except for calls assisted by an automated or live operator. If
Customer disputes a charge, Customer will provide notice to AT&T specifically idenifying the charge and he reason it is dispubd within 6
months alter he dale of the invoice in which the disputed charge initially appears, or Customer waives the rightb dispute the charge. T h e
portion of charges in dispute may be withheld and will not be considered overdue until AT&T completes its invesigaion of the dispute, but
Customer may incur late payment fees in accordance with Section 4.4 (Payments). Following AT&T's notice of the resulls of its
invesigaion b Customer, payment of all properly due charges and properly accrued lair payment fees must be made within len (10)
business days. AT&T will reverse any late paymentfees hat were invoiced in error.
4.6 Credit Terms. AT&T retains a lien and purchase money security interest in each item of Purchased Equipmentand Vendor
Software until Cusbmer pays all sums due. AT&T is authorized b sign and file a financing stabment to perfect such security interest
4.7 MARC. Minimum Annual Revenue Commitment("MARC") means an annual revenue commitment set forth in a Pricing Schedule
hat Customer agrees to sassy during each 12 -consecutive -month period of the Pricing Schedule Term. If Customer fails b sassy the
MARC for any such 12 -month period, Customer will pay a shortfall charge in an amount equal b he difference between the MARC and the
total of the applicable MARC -Eligible Charges incurred during such 12 -month period, and AT&T may withhold contractual credits unil
Customer pays the shortall charge.
ua_%er iii.doc UA VER III 11116/2012
AT&T and Customer Confidential Information
Page 3 of 8
MASTER AGREEM EKr
4.8 Adjustments to MARC.
a) In he event of a business downturn beyond Customer's control, or a corporate divestiture, merger, acquisition or significant
restructuring or reorganization ofCusbmer's business, or network opimizafon using other Services, or a reduction of AT&T's
prices, or a force majeure event; any of which significancy impairs Customer's abilily to meet a MARC, AT&T will ofkr b adjust
the aBecled MARC b reftecl Customer's reduced usage of Services (with a corresponding adjustment b the prices, credits or
discounts available at the reduced MARC level). If the paries reach agreement on a revised MARC, AT&T and Cusbmer will
amend the afkcled Pricing Schedule prospectively. This Section 4.8 will not apply b a change resulting from Customer's
decision to use service providers other than AT&T. Customer will provideAT&Tnoice of the conditions Customer believ e s w ill
require the application of this provision. This provision does notconsilufe a waiver of any charges, including monhly re cu rrin g
charges and shortlall charges, Cusbmer incurs prior to amendment of the afecled Pricing Schedule.
b) if Customer, hrough merger, consolidation, acquisition or otherwise, acquires a new business or operation, Cusbmer and AT&T
may agree in writing b include the new business or operation under this Agreement Such agreement will specify the impact, if
any, of such addition on Customer's MARC or other volume or growth discounts and on Customer's attainment thereof:
5. CONF I DENTIAL I NFORMATION
5.1 Confidential Information. Conidenial lnformalon means: (a) information the parties or their Affiliates share with each other in
connecion wih this Agreementor in anticipation of providing Services underthts Agreement (including pricing or other proposals), butonly
b the extent identified as Confidential Inbrmation in wriing; and (b) exceptas maybe required by applicable law or regulation, the terms
of his Agreement
5.2 Obligations. A disclosing party's Confidential Information will, for a period of 3 years following its disclosure b the other party
exceptin the case of software, for which the period is indefinile): (a) not be disclosed, exceptto the receiving party's employees, agents
and contracbrs having a need -lo -know (butonly ifsuch agents and contractors are not directconpelbrs of the other party and agree in
writing b use and disclosure restrictions as restrictive as his Section 5) or to he extent authorized b be revealed by law, governmental
authority or legal process (butonly if such disclosure is limited to that which is so authorized and promptnotice is provided b the disclosing
party b the extent practicable and not prohibited by law, governmental auhority or legal process); (b) be held in confidence; and (c) be
used only for purposes of using the Services, evaluating proposals for new services or performing his Agreement (including in the case of
AT&T b defect fraud, b check quality and b operate, maintain and enhance the network and Services).
5.3 Exceptions. The restrictions in his Section 5 will not apply b any inbrmaion hat (a) is independency developed by the
receiving parly wihout use of he disclosing party's Confidential Information; (b) is lawfully received by he receiving parly free of any
obligation b keep it confidential; or (c) becomes generally available b the public other than by breach of this Agreement
5.4 Privacy. Each party is responsible for complying with the privacy laws applicable b its business. AT&T shall require its
personnel, agents and contractors around the world who process Cusbmer Personal Data to prolect Cusbmer Personal Data in
accordance with the data prolecion laws and regulations applicable b AT&T's business. If Customer does not wantAT&T b comprehend
Customer data b which it may have access in perbrming Services, Customer must encrypt such data so that it will be unintelligible.
Cusbmer is responsible for obtaining consent from and giving notice b its Users, employees and agents regarding Customer's and
AT&T's collection and use of the User, employee or agent information in connection with a Service. Cusbmer will only make accessible or
provide Cusbmer Personal Data to AT&T when it has the legal authority b do so. Unless oherwise direct°d by Customer in writing, if
AT&T designates a dedicated account representative as Customer's primary conlact with AT&T, Customer authorizes that represe n tativ e
b discuss and disclose Customer's customer proprietary network information to any employee or agentofCuslomer wihouta need br
further auhenlicalion or authorization.
6. LIMITATIONS OF LIABILITYAND DISCLAIMERS
6.1 Limitation of liability.
a) EITHER PARTY'S ENTIRE LIABILITY AND THE OTHER PARTY'S EXCLUSIVE REMEDY FOR DAMAGES ON ACCOUNTOF
ANY CLAIM ARISING OUT OF AND NOT DISCLAIMED UNDER THIS AGREEMENT SHALL BE:
i) FOR BODILY INJURY, DEATH OR DAMAGE TO REAL PROPERTY OR TO TANGIBLE PER SON ALPROPE RTY
PROXIMATELY CAUSED BY A PARTY'S NEGLIGENCE, PROVEN DIRECT DAMAGES;
01) FOR BREACH OF SECTION 5 (Confidential Inbrmation), SECTION 10.1 (Publicity) OR SECTION 10.2(Trademarks),
PROVEN DIRECT DAMAGES;
iii) FOR ANY TH IRD-PARTY CLAIMS, THE REMEDIES AVAILABLE UNDER SECTION 7 (Third Party Claims);
iv) FOR CLAIMS ARISING FROM THE OTHER PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT,
PROVEN DAMAGES; OR
v) FOR CLAIMS OTHER THAN THOSE SET FORTH IN SECTION 6.1(a)(i)-(iv), PROVEN DIRECT DAMAGES NOT TO
EXCEED, ON APER CLAIM OR AGGREGATE BASIS DURING ANY TWELVE (12) MONTH PERIOD, AN AMOUNT
EQUAL TO THE TOTAL NET CHARGES INCURRED BY CUSTOMER FOR THE AFFECTED SERVICE IN THE
RELEVANT COUNTRY DURING THE THREE (3)MONTHSPRECEDING THE MONTH IN WHICH THE CLAIM
AROSE.
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AT&T and Customer Confidential Information
Page 4 of 8
MASTER AGREEMENT
b) EXCEPT ASSET FORTH IN SECTION 7 (Third Party Claims) OR IN THE CASE OF A PARTY'S GROSS N EGLI GE N CE OR
WILLFUL MISCONDUCT, NEITHER PARTY WILL BE LIABLE TOTHE OTHER PARTYFOR ANY INDIRECT, INCIDENTAL,
CONSEQUENTIAL, PUNITIVE, RELIANCE OR SPECIAL DAMAGES, INCLUDING WITHOUTLIMITATION DAMAGES FOR
LOST PROFITS, ADVANTAGE, SAVINGS OR REVENUES OR FOR INCREASED COST OF OPERATIONS.
c) THE LIMITATIONS IN THIS SECTION 6SHALL NOT LIMIT CUSTOMERS RESPONSIBILITYFORTHEPAYMENTOFALL
PROPERLY DUE CHARGES UNDER THIS AGREEMENT.
6.2 Disclaimer of Liability. AT&T WILL NOT BE LIABLE FOR ANY DAMAGES ARISING OUT OF OR RELATING TO:
INTEROPERABILITY, ACCESS OR INTERCONNECTION OF THE SERVICES WITH APPLICATIONS, DATA, EQUIPMENT, SERVICES,
CONTENT OR NETWORKS PROVIDED BY CUSTOMER OR THIRD PARTIED SERVICE DEFECTS, SERVICE LEVELS, DELAYS OR
ANY SERVICE ERROR OR INTERRUPTION, INCLUDING INTERRUPTION SOR ERRORS IN ROUTING OR COMPLETING ANY 911
OR OTHER EMERGENCY RESPONSE CALLS OR ANY OTHER CALLSOR TRANSMISSIONS (EXCEPT FOR CREDITS EXPLICITLY
SET FORTH IN THISAGREEMENT); LOST OR ALTERED MESSAGES OR TRANSMISSICNS; OR UNAUTHORIZEDACCESS TO OR
THEFT, ALTERATION, LOSS OR DESTRUCTION OF CUSTOMER'S (OR ITS AFFILIATES', USERS' OR THIRD PARTIES')
APPLICATIONS, CONTENT, DATA, PROGRAMS, INFORMATION, NETWORKS OR SYSTEMS,
6.3 Purchased Equipment and Vendor Software Warranty. AT&Tshall pass through b Customer any warranties for Pu rch ased
Equipment and Vendor Software available from the manufact<rrer or licensor. The manufacturer or licensor, and notAT&T, is respo n sible
for any such warranty terms and commitnents. ALL SOFTWARE AND PURCHASED EQUIPMENT IS OTHERWISE PROVIDED TO
CUSTOMER ON AN "AS 1S° BASIS.
6.4 Disclaimer of Warranties. AT&T MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED,
SPECIFICALLY DISCLAIM SANY REPRESENTATION OR WARRANTYOF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, TITLE OR NOWINFRINGEMENTAND SPECIFICALLY DISCLAIMS ANY WARRANTY ARISING BY USAGE OF TRADE OR
BY COURSE OF DEALING. FURTHER, AT&T MAKES NO REPRESENTATION OR WARRANTY THAT TELEPHONE CALLS OR
OTHER TRANSMISSIONS WILL BE ROUTED OR COMPLETED WITHOUT ERROR OR INTERRUPTION (INCLUDING CALLS TO 911
OR ANY SIMILAR EMERGENCY RESPONSE NUMBER) AND MAKES NO GUARANTEE REGARDING NETWORK SECURITY, THE
ENCRYPTION EMPLOYED BY ANY 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.
6.5 Application and Survival. The disclaimer ofwarranfes and limitations ofliabiliiy setforth in this Agreementwill apply regardless
of the form of action, whether in contract equity, brt strict liability or otherwise, of whether damages were foreseeable and of whether a
party was advised of the possibility of such damages and will apply so as to limit the liability of each party and its Affiliates and their
respective employees, directors, subcontractors and suppliers. The limitations of liability and disclaimers set out in this Section 6 will
survive failure ofany exclusive remedies provided in this Agreement
THIRD PARTY CLAIMS
7.1 AT&T's Obligations. AT&T agrees at its expense b defend and either to settle any hird-party claim against Customer, its
Affiliates and its and their respective employees and directors or to pay all damages that a court finally awards against such parties for a
claim alleging that a Service provided b Customer under this Agreementinfringes any patent tademark, copyrightor trade secret but n of
where the claimed infringement arises out of or results from: (a) Customer's, its Affiliates or a User's content (b) modifications to the
Service by Customer, its Alliale or a third party, or combinations of the Service with any non -AT&T services or products by Customer or
others; (c) AT&T's adherence to Customer's or its Affiliate's written requirements; or (d) use of a Service in violation of this Agreement
7.2 Customer's Obligations. Customer agrees atits expense b defend and either b settle any third -party claim against AT&T, its
Affiliates and its and their respective employees, directors, subcontractors and suppliers or to pay all damages that a court finally awards
against such parties for a claim that (a) arises out of Customer's, its Affiliate's or a User's access b or use of the Services and he claim is
not the responsibility of AT&T under Section 7.1; (b) alleges that Service infringes any patent trademark, copyrightor rade secret a n d
falls within the exceptions in Section 7.1; or (c) alleges a breach by Customer, its Affiliale or a User of Software license agreement
7.3 1 Wringing Services. Whenever AT&T is liable under Section 7. 1, AT&T may atits option either procure the rightfor Customer to
continue using, or may replace or modify, the Service so that it is non -infringing.
7.4 Notice and Cooperadon.The party seeking defense or settlement of a third-parly claim under this Section 7 will provide n once
to the other party promptly upon learning of any claim for which defense or settlement may be sought but Failure to do so will have no
effect except to the extent the other party is prejudiced by the delay. The party seeking deknse or settlement will allow the other party b
control the defense and settlement of the claim and will reasonably cooperate with the defense. The defending party will use counsel
reasonably experienced in the subject matter at issue and will not settle a claim without the written consent ofthe party being defended,
which consent will not be unreasonably withheld or delayed, except that no consent will be required to settle a claim where relief against
the party being defended is limited to monetary damages that are paid by the defending party under this Section 7.
7.5 AT&T's obligations under Section 7.1 shall not extend to actual or alleged intingement or misappropriation of intellectual
property based on Purchased Equipment Sollware, or Third-Parly Services.
ua_%er iii.doc UA VIER 11111/1612012
AT&T and Customer Confidential Information
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MASTER AGREEMENT
8. SUSPENSIONAND TERMINATION
8.1 Termination of Agreement. This Agreement may be terminated immediately upon notice by either party if he other party
becomes insolvent, ceases operations, is the subjectofa bankruptcy petition, enters receivership or any stale insolvency proceeding or
makes an assignment for the benefit of its creditors.
8.2 Termination or Suspension. The fallowing additional termination provisions apply:
a) Material Breach. If either party fails to perbrm or observe any material warranty, representation, term or condition of this
Agreement including non-payment of charges, and such failure continues unremedied for 30 days after receipt of notice, the
aggrieved party may terminate (and AT&T may suspend and later terminale) the affected Service Components and, if the breach
materially and adversely affects the entire Agreement, terminate (and AT&T may suspend and later terminate) the entire
Agreement
b) Materially Adverse Impact IfAT&T revises a Service Publication, the revision has a materially adverse impact on Customer
and AT&T does not effect revisions that remedy such materially adverse impact within 30 days after receipt of notice from
Customer, then Customer may, as Customer's sole remedy, elect to terminate the affected Service Components on 30 days'
notice to AT&T, given not later than 90 days after Cusbmer first learns of the revision to the Service Publication. "Materially
adverse impacts" do not include changes b non -stabilized pricing, changes required by governmental auhority, or assessme n t
of or changes to additional charges such as surcharges or taxes.
c) I nternet Services, If Customer fails to rectify aviolation of the AUPwithin 5 days after receiving notice tom AT&T, AT&T may
suspend the affected Service Components. AT&T reserves the right, however, to suspend or terminate immediately when:
i) AT&T's suspension or termination is in response b multiple or repeated AUP violations or complaints; (it.) AT&T is acting in
response to a court order or governmental notice that certain conduct must be stopped; or (Iii) AT&T reasonably determines th at
a) it may be exposed to sanctions, liability, prosecution or other adverse consequences under applicable law if AT &T we re to
allow the violation to continue; (b) such violation may harm or interfere with the Integrity, normal operations or security of AT&T's
network or networks with which AT&T is interconnected or may interfere with another customer's use of AT&T services or the
Internet or (c) such violation otherwise presents an imminent risk of harm to AT&T, AT&T's customers or its or their respective
employees.
d) Fraud or Abuse. AT&T may terminate or suspend an affected Service or Service Component and, if the activity rnabrially and
adversely affects the entire Agreement brrrinale or suspend the entire Agreement immediately by providing Customer with as
much advance notice as is reasonably practicable under the circumstances if Customer, in the course of breaching he
Agreement (i) commits a fraud upon AT&T; (ii) uses the Service to commit a fraud upon another party; (iii) unlawfully uses the
Service; (iv) abuses or misuses AT&T's network or Service; or (v) interferes with another customer's use of AT&T's n etwo rk o r
services.
e) I nfdnging Service& ifthe options described in Section 7.3 (Infringing Services) are notreasonably available, AT&T may at its
option terminate the affected Services or Service Components without Gabiiily other than as slated in Section 7.1 (AT&T's
Obligations).
Hazardous Materials. IfAT&Tencounters any Hazardous Materials athe Site, AT&T may terminate the affected Services or
Service Components or may suspend performance until Customer removes and remediates the Hazardous Materials at
Customer's expense in accordance with applicable law.
8.3 Effect of Termination.
a) Termination or suspension by either party of a Service or Service Component does not waive any other rights or remedies a
party may have under this Agreement and will not affect the rights and obligations of the parties regarding any other Service or
Service Component.
b) If a Service or Service Componentis terminated, Customer will pay all amounts incurred prior to the effective date of terrain ation.
8.4 Termination Charges.
a) If Customer terminates this Agreement or an affected Service or Service Component for cause in accordance with the
Agreement or if AT&T ierntinabs a Service or Service Component other than for cause, Customer will not be liable for the
termination chargessetbrh in this Section 8.4.
b) If Customer or AT&T terminates a Service or Service Component prior to Cutover oher than as set brh in Section 8.4(a),
Customer (i) will pay any pre-Cubverterminalion or cancellation charges set out in a Pricing Schedule or Service Publication, or
ii) in the absence of such specified charges, will reimburse AT&T for time and materials incurred prior to he effective date of
terrrination, plus any third party charges resulting from the termination.
c) If Customer or AT&T terminates a Service or Service Component after Cutover other than as set brth in Section 8.4(a),
Customer will pay applicable termination charges as follows: (i) 50% (unless a different amount is specified in the Pricing
Schedule) of any unpaid recurring charges for the terminabd Service or Service Component attributable to the unexpired portion
of an applicable Minimum Payment Period; (ii) if ternrnation occurs bebre the end of an applicable Minimum Retention Period,
any associated credits or waived or unpaid non-recurring charges; and (iii) any charges incurred by AT&T from a third party (i e.,
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MASTER AGREEMENT
not an AT&T Aibliab) due b he termination. The charges set forth in Secions 8.4(c)(i) and (ii) will not apply if a ierminaled
Service Componentis replaced with an upgraded Service Componentathe same Site, but only if the Minimum PaymentPeriod
or Minimum Retention Period, as applicable, (the "Minimum Period") and associated charge for the replacement Service
Component are equal b or greater than the corresponding Minimum Period and associated charge for the ierminaled Service
Component respectively, and ifthe upgrade is not restricted in the applicable Service Publication.
d) In addition, if Customer terminates a Pricing Schedule that has a MARC, Customer will pay an amount equal to 50% of the
unsaisied MARC for the balance of the Pricing Schedule Term.
9. 1 MPORTIEXPORT CONTROL
Neither party will use, distribute, transfer or transmit any equipmenk services, software or technical inbrmaion provided under this
Agreement (even if incorporated into other products) except in compliance with all applicable import and export laws, conventions and
regulations.
10. MISCELLANEOUS PROVISIONS
10.1 Publicity. Neither party may issue any public statements or announcements relating b the terms of this Agreement or to the
provision of Services without the prior written consent of the other party.
10.2 Trademarks. Each party agrees not to display or use, in advertising or otherwise, any of the other party'strade names, logos,
trademarks, service marks or oher indicia of origin without the other party's prior written consent, which consent may be revoked at any
time by notice.
10.3 1 ndependent Contractor. Each party is an independentcontractor. Neither party controls he other, and neither party nor its
Atiliabs, employees, agents or contractors are Aliliaies, employees, agents or contractors of the other party.
10.4 Force Majeure. Except for payment of amounts due, neither party will be liable for any delay, failure in performance, loss or
damage due b ire, explosion, cable cuts, power blackout, earthquake, hood, 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 govemmen tat
agencies or other causes beyond such party's reasonable control.
10.5 Amendments andWaivers. Any supplementbormodiicaion or waiver ofany provision ofthisAgreementmustbe in writing
and signed by authorized representatives of both parties. A waiver by either party of any breach of this Agreement will not operate as a
waiver of any other breach ofthis Agreement.
10.6 Assignment and Subcontracting.
a) Customer may, without AT&T's consent but upon noice to AT&T, assign in whole or relevantpart its rights and obligations under
this Agreement to a Customer Affiliate. AT&T may, wihout Customer's consent, assign in whole or relevant part ifs rights and
obligations under this Agreemenlio an AT&T AEiliab. In no other case may this Agreement be assigned by either party w ith a u t
the prior written consent of the other party (which consent will not be unreasonably withheld or delayed). In the case of any
assignment, the assigning party shall remain financially responsible for the performance of the assigned obligations.
b) AT&T may subcontract to an A6liaie or a third party work to be performed under this Agreement but will remain financially
responsible for the performance of such obligations.
c) In countries where AT&T does not have an Aililiate b provide a Service, AT&T may assign its rights and obigations related to
such Service to a local service provider, butAT&T will remain responsible b Customer for such obligations. In certain countries,
Customer may be required to contract directly with the local service provider.
10.7 Severability. If any porion of this Agreement is found to be invalid or unenforceable or if, notwihstanding Section 10.11
Governing Law), applicable law mandates a different interpretation or result, he remaining provisions will remain in effect and the parties
will negotiate in good faith to substitute for such invalid, illegal or unenforceable provision a mutually acceptable provision consisientwih
the original intention of the parties.
10.8 1 njunctiue Relief. Nothing in this Agreemenlis intended to or should be construed to prohibit a party from seeking prelirninary or
permanent injunctive relief in appropriaiecircumstances fom a court ofcompetent jurisdiction.
10.9 Legal Action. Any legal action arising in connection with this Agreement must be filed within two (2) years after the cause of
action accrues, or it will be deemed lime -barred and waived. The parties waive any statute of limitations to the contrary.
10.10 Notices. Any required notices under this Agreementshall be in writing and shall be deemed validly delivered if made by hand (in
which case delivery will be deemed to have been effected immediately), or by overnight mail (in which case delivery will be deemed to
have been effected one (1) business day after the dale of mailing), or by first class pre -paid post(in which case delivery will be deemed to
have been eiecled live (5) days after the dale of posing), or by facsimile or electronic transmission (in which case delivery will be deemed
to have been efiechd on the day the transmission was sent). Any such notice shall be sent to the once of he recipient set forth on the
cover page ofthis Agreementor to such other office or recipient as designated in writing from time b time.
10.11 Governing Law. This Agreement will be governed by the law of he Stale of New York, without regard b its conflict of law
principles, unless a regulatory agency wih jurisdiclion over he applicable Service applies a different law. The United Nations Can ven lion
on Contracts br International Sale of Goods will not apply.
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MASTER AGREEMENT
10.12 Compliance with Laws. Each party will comply with all applicable laws and regulations and wih all applicable orders issued by
courts or ober governmental bodies ofcompelent jurisdiction.
10.13 No Third Party Bensfidaries. ThisAgreementis fDr the benefit of Customer and AT&T and does notprovide any third party
including Users) the right to enforce it orb bring an action for any remedy, claim, liability, reimbursementor cause of action or any other
right or privilege.
10.14 Survival. The respective obligations of Customer and AT&T that by their nature would continue beyond the termination or
expiration of this Agreement, including the obligations set forth in Section 5 (Confidenfal Information), Section fi (Limitations of Liability and
Disclaimers) and Secion 7 (Third Party Claims), will survive such ierminafon or expiration.
10.15 Agreement Language. The language of this Agreement is English. If there is a coniict between this Agreement and any
translation, he English version will take precedence.
10.16 Entire Agreement. This Agreement consfitubs the entire agreement between the parties with respect to its subject matter.
Except as provided in Section 2.4 (License and Other Terms), this Agreement supersedes all oher agreements, proposals,
representations, statements and understandings, whether written or oral, concerning the Servicesor he rights and obligations relating to
the Services, and the parties disclaim any reliance hereon. This Agreement will not be modifed or supplemented by any wrilen or oral
statements, proposals, representations, advertisements, service descriptions or purchase order forms not expressly set forth in this
Agreement
11. DEFINITIONS
Affiliate"ofa party means any entity that controls, is controlled by or is under common control wih such party.
APE" means an application program interface used to make a resources requestfom a remote irrplemenler program. An API may include
coding, speciicafons for routines, data structures, object classes, and probcols used b communicate between programs.
AT&T Software" means software, including APIs, and all associated written and electronicdocumentalion and data owned by AT&T and
licensed by AT&T to Customer. AT&T Software does notinclude software that is not furnished b Customer.
Customer Personal Data" means inbrmafion that identifies an individual, that Customer directly or indirecly makes accessible to AT&T
and that AT&T collects, holds or uses in the course of providing the Services.
Cutover" means the dale Customer's obligation to pay for Services begins.
Effective Date" of Pricing Schedule means the dale on which the last party signs the Pricing Schedule unless a later dale is required by
regulation or law.
MARC -Eligible Charges" means the recurring and usage charges (including amounts calculated tom unpaid charges hatare owed
under Section 8.4(c)(i)), after deducing applicable discounts and credits (other than outage or SIA credits), that AT&T charges Customer
for the Services identified in the applicable Pricing Schedule as MARC-contribuing. The following are not MARC-Elgible Charges: (a)
charges for or in connection with Customer's purchase of equipment (b) taxes; and (c) charges imposed in connecion with
governmentally imposed costs or fees (such as USF, PICC, payphone service providercompensafion, E911 and deafrelay charges) .
Minimum Payment Period"means the Minimum PaymentPeriod identified for a Service Componentin a Pricing Schedule or Service
Publication during which Customer is required to pay recurring charges far the Service Component
Minimum Retention Period" means the Minimum Retention Period idenifed for a Service Componenlin a Pricing Schedule or Se rvice
Pubfcafon during which Customer is required to maintain service to avoid he payment (or repayment) ofoertain credits, waived ch arges
or amortized charges.
Purchased Equipment" means equipment or other tangible products Cusbmer purchases under this Agreement, including any
replacementsof Purchased Equipment provided IoCusbmer. Purchased Equipment also includes any internaloode required to operate
such Equipment Purchased Equipment does not include Software but does include any physical media provided to Customer on which
Software is stored.
Service Component" means an individual componentofa Service provided underhis Agreement
Service Publications" means Tariffs, Guidebooks, Service Guides and the AUP.
Site" means a physical location, including Cusbmer's collocation space on AT&T's or its Alliab's or subcontractor's properly, where
AT&T installs or provides a Service.
Software" meansAT&T Software and VendorSoftware.
Third -Party Service" means a service provideddirecly to Customer by a third party under a separate agreementbetween Customer and
the third party.
VendorSoflware"means software, including APIs, and all associated written and electronicdocumentalon and data AT&T turnishes to
Cusbmer, other than AT&T Software.
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