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Master Agreement Terms and Conditions
<br />engages in fraud, criminal conduct, or willful misconduct; or (iv) breaches the confidentiality obligations under this
<br />Agreement.
<br />3.3 Force Majeure. Except in the case of payment of amounts due, neither Party will be liable to the other Party for any
<br />failure of performance due to any cause beyond that Party's reasonable control, including acts of God, fire, explosion,
<br />vandalism, terrorism, cable cut, storm, or other similar occurrence, any law, order, regulation, direction, action, or
<br />request by any government, civil, or military authority, national emergencies, insurrections, riots, wars, labor difficulties,
<br />supplier failures, shortages, breaches, or delays, or preemption of existing Service to restore Service in compliance with
<br />the regulatory rules and regulations, or, in the case of AT&T, delays caused by Customer or Customer's service or
<br />equipment vendors.
<br />3.4 Assignment. Neither this Agreement (including any Addendum) nor any interest therein may be assigned, sublet, or in
<br />any manner transferred by Customer without the prior written consent of AT&T. Any attempted assignment or transfer in
<br />contravention of the preceding sentence will be void. AT&T may assign or subcontract any portion of the Services to be
<br />performed without Customer's prior written approval.
<br />3.5 Use of Confidential Information. During the Term, each Party may obtain Confidential Information from the other Party.
<br />Written or other tangible Confidential Information must at the time of disclosure be identified and labeled as Confidential
<br />Information belonging to the disclosing Party. When disclosed orally or visually, Confidential Information must be
<br />identified as confidential at the time of the disclosure, with subsequent confirmation in writing within 15 days after
<br />disclosure. Neither Party may during the Term and for 3 years thereafter disclose any of the other Party's Confidential
<br />Information to any third party. Neither Party may use the other Party's Confidential Information except to perform its
<br />duties under this Agreement. The Confidential Information restrictions will not apply to Confidential Information that is (i)
<br />already known to the receiving Party, (ii) becomes publicly available through no wrongful act of the receiving Party, (iii)
<br />independently developed by the receiving Party without benefit of the disclosing Party's Confidential Information, or (iv)
<br />disclosed by the disclosing Party to a third party without an obligation of confidentiality. Upon termination of this
<br />Agreement or an applicable Addendum, each Party will return the other Party's Confidential Information.
<br />3.6 Customer Information; Access and Safe Working Environment AT&T may rely on any information provided by Customer
<br />and assumes no liability for any damages or costs that result from errors or omissions in such information. Customer
<br />shall provide AT&T with timely access to Customer information, facilities or equipment as AT&T reasonably requires to
<br />provide the Services and keep AT&T informed on developments in Customer's business or operations that may impact
<br />Service. AT&T may share Customer information and Confidential Information (including billing and usage information for
<br />Services purchased) with AT&T Affiliates and inform Customer of other AT&T product/service offerings. Customer shall
<br />maintain the Site in a suitable and safe working environment, free of Hazardous Materials. Customer represents and
<br />warrants that the area of the Site where AT&T performs Services is free of Hazardous Materials. AT&T does not handle,
<br />remove or dispose of, nor does AT&T accept any liability for, any Hazardous Materials at the Site. Customer shall pay
<br />AT&T for any damages, costs, fines or penalties AT&T incurs as result of the presence or release of such Hazardous
<br />Materials. If AT&T encounters any such Hazardous Materials, AT&T may terminate this Agreement or suspend
<br />performance until Customer removes and cleans up at its expense Hazardous Materials in accordance with this
<br />Agreement and applicable law. For purposes hereof, "Hazardous Materials" means any substance whose use, transport,
<br />storage, handling, disposal, or release is regulated to any law related to pollution, protection of air, water, or soil, or
<br />health and safety.
<br />3.7 Publicity. During the Term, AT&T may refer to Customer, orally and in writing, as a customer of AT&T and may publish
<br />a press release announcing in general terms that AT&T and Customer have entered into this Agreement and AT&T may
<br />in general terms describe the activities contemplated hereunder. Any other reference to one Party by the other Party
<br />requires written consent of the first Party.
<br />3.8 I_imitation of Liability. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY
<br />INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR CONSEQUENTIAL
<br />DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES RELATED TO LOST
<br />PROFITS, TOLL FRAUD, LOSS OF USE, AND LOSS OF DATA, OR FAILURE TO
<br />REALIZE SAVINGS OR BENEFITS) ARISING UNDER THIS AGREEMENT, EVEN IF
<br />ADVISED OF THE POSSIBILITY OF SUCH LOSS. EXCEPT AS OTHERWISE
<br />PROVIDED IN ANY APPLICABLE TARIFF OR GUIDEBOOK, THE TOTAL AGGREGATE
<br />LIABILITY OF AT&T, ITS SUPPLIERS, LICENSORS, AFFILIATES, DIRECTORS,
<br />OFFICERS, AND/OR EMPLOYEES UNDER OR IN CONNECTION WITH THIS
<br />AGREEMENT WILL BE LIMITED TO PROVEN DIRECT DAMAGES NOT TO EXCEED
<br />AMOUNTS ACTUALLY PAID BY CUSTOMER DURING THE 3-MONTH PERIOD
<br />IMMEDIATELY PRECEDING THE DATE OF THE CIRCUMSTANCES GIVING RISE TO
<br />THE FIRST CLAIM FOR DAMAGES UNDER THIS AGREEMENT.
<br />CONFIDENTIAL INFORMATION
<br />This Agreement is for use by authorized employees of the parties hereto only and is not for general distribution
<br />within or outside their companies.
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