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Master Agreement Terms and Conditions
<br />3.9 Warranties; Disclaimer of Other Warranties. With respect to maintenance or professional Services, AT&T warrants that
<br />the Services will be performed in a professional and workmanlike manner. AT&T further warrants that it has good title to
<br />the Equipment and that the Equipment will perform in accordance with the manufacturer's published specifications
<br />during the warranty period set forth by such manufacturer and AT&T will use commercially reasonable efforts to
<br />subrogate any AT&T claims or rights against the Equipment manufacturer to Customer. AT&T makes no warranties and
<br />assumes no liability for any defects or nonconformities caused by non-AT&T approved modifications or alterations;
<br />misuse, accident or neglect; or Customer failure to comply with AT&T or AT&T vendor specifications or requirements for
<br />use. These warranties do not cover and AT&T has no responsibility for (a) installation, maintenance or operation of non-
<br />AT&T provided equipment or software or impairment caused by such equipment/software; (b) compatibility of such
<br />equipment/software with AT&T-provided Equipment or Software; or (c) modifications, alternations or repairs to
<br />Equipment or Software by persons other than AT&T or its authorized agents. EXCEPT FOR THE FOREGOING, OR AS
<br />EXPRESSLY SET FORTH IN AN ADDENDUM, AT&T MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED,
<br />INCLUDING WITHOUT LIMITATION ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
<br />PURPOSE AND WARRANTIES RELATED TO THE MATERIALS, SERVICE, EQUIPMENT OR SOFTWARE, ALL OF
<br />WHICH ARE PROVIDED "AS IS" TO THE FULL EXTENT PERMITTED BY LAW.
<br />3.10 Indemnities. Customer will indemnify and defend AT&T, its directors, officers, employees, agents and their successors
<br />("Agents") from and against any and all third party claims and related loss, liability, damage and expense, including
<br />attorneys' fees, (collectively "Damages") arising from improper use of Services or information or any content or data
<br />transmitted over any AT&T network or facilities.
<br />3.11 Equipment. To the extent that Customer purchases Equipment under an Addendum/AttachmenUSOW, the following
<br />additional terms apply: AT&T will deliver the Equipment FOB shipping point, freight prepaid and charged. Title to the
<br />Equipment and all risk of loss to the Equipment shall pass to Customer at Cutover. Upon Cutover, AT&T hereby grants to
<br />Customer a personal, nontransferable, non-exclusive license to use the Software on or with the corresponding Equipment
<br />and AT&T (or its licensors) shall retain and continue to own all right, title and interest in any Software and all copies.
<br />Customer will furnish any conduit, holes, wireways, v~iring, plans, equipment, space, power/utilities, and all other items
<br />reasonably required to perform installation and other Services related to the Equipment and obtain any necessary licenses,
<br />permits and consents to do so. Customer has 30 days after Cutover to test the Equipment and provide AT&T with written
<br />notice if the Equipment is defective and does not conform to manufacturer's specifications. AT&T will repair or replace (at its
<br />option and expense) any such non-conformity and if the Equipment fails to conform after a reasonable number of attempts to
<br />do so, AT&T will (at its option and expense) provide replacement Equipment or refund payments for non-conforming
<br />Equipment. AT&T is not responsible for and shall have no liability for, or any impairment caused by (a) any non-conformity
<br />caused by improper use or environmental or electrical conditions or attachment of non-AT&T or manufacturer materials or
<br />devices; or (b) installation, operation or maintenance of non-AT&T hardware/software. Customer is responsible for ensuring
<br />that such non-AT&T hardware/software is compatible with the Services, Equipment or Software. If Customer does not deliver
<br />a written certificate of acceptance or written notice of nonconformity within 30 days after Cutover, the Equipment shall be
<br />deemed accepted.
<br />3.12 Miscellaneous. This Agreement sets forth the entire understanding of the Parties and supersedes any and all prior
<br />agreements, representations, and understandings relating to the subject matter hereof. No modifications or subsequent
<br />agreements concerning the subject matter of this Agreement will be effective unless made in writing and signed by the
<br />Parties. The parties agree that this transaction may be conducted by electronic means. AT&T shall not be bound by any
<br />electronic or pre-printed terms additional to, or different from, those in this Agreement that may appear in Customer's form
<br />documents, orders, acknowledgments or other communications. Customer shall not resell any Services without AT&T's
<br />written consent. Any legal action arising under this Agreement must commence within 2 years after the cause of action
<br />arises. AT&T, its employees, agents, and representatives are not employees, servants, partners, or joint venturers of or
<br />with Customer. AT&T is an independent contractor and will at all times direct, control, and supervise all of its employees.
<br />This Agreement will be governed by the laws of Texas, without regard to its conflicts of law rules. The parties will
<br />comply with all applicable laws, regulations, and orders issued by courts or other governmental bodies of competent
<br />jurisdiction. The Parties specifically disclaim the United Nations Convention on Contracts for the International Sale of
<br />Goods and the Uniform Computer Information Transactions Act. If any provision of this Agreement is determined to be
<br />invalid or unenforceable, this Agreement will be construed as if it did not contain such provision. The failure of a Party to
<br />insist upon strict performance of any provision of this Agreement in any one or more instances will not be construed as a
<br />waiver or relinquishment of such provision and the same will remain in full force and effect.
<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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