AT&T Multi-Service Agreement
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This Multi-Service Agreement is between the customer (“Customer”) and the AT&T Affiliate (“AT&T”) identified on Customer’s applicable Pricing Schedule (each a “Party”) and is effective when accepted by the Parties (“Effective Date”).
This AT&T Multi-Service Agreement consists of the attached provisions, and the AT&T Business Service s Agreement, including definitions, located at https://www.corp.att.com/agreement/ (“BSA”) (collectively the attached pro visions and BSA constitute the “ MSA”). In order for Customer to purchase AT&T Services, the Parties must execute an applicable Pricing Schedule, referencing this MSA, reflecting the Services, the pricing and the pricing schedule term (“Pricing Schedule”). Collectively the MSA, Pricing Schedule and applicable Service Publications constitute the “Agreement” for those Services. A “Service Publication” includes Tariffs, Guidebooks, and Service Guides located at http://serviceguidenew.att.com, which reflect the product descriptions, rates, terms and conditions applicable to a particular Service. Services are further subject to the AT&T Acceptable Use Policy located at www.att.com/aup (“AUP”). Service Publications and the AUP may be amended by AT&T from time to time without notice to Customer. The order of priority of the documents that form th e Agreement is: the applicable Pricing Schedule or order; the MSA; the AUP; and then Service Publications; provided, however, if applicable laws or regulations of a jurisdiction prohibits contractual modification of Tariff terms, the Tariff will prevail. In the event of a conflict within the MSA between the provisions of this MSA and the BSA, the provisions of this MSA take precedence.
For purposes of this MSA the arbitration provisions of the BSA are replaced entirely with and superseded by the following:
ARBITRATION: ALL CLAIMS AND DISPUTES ARISING FROM THIS AGREEMENT SHALL BE SETTLED BY BINDING ARBITRATION
ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION UNDER ITS COMMERCIAL ARBITRATION RULES (SUBJECT TO THE REQUIREMENTS OF THE FEDERAL ARBITRATION ACT). ANY JUDGMENT ON ANY AWARD RENDERED MAY BE ENTERED AND ENFORCED IN A COURT HAVING JURISDICTION. THE ARBITRATOR SHALL NOT HAVE THE AUTHORITY TO AWARD ANY DAMAGES
DISCLAIMED BY THIS AGREEMENT OR IN EXCESS OF THE LIABILITY LIMITATIONS IN THIS AGREEMENT, SHALL NOT HAVE THE
AUTHORITY TO ORDER PRE -HEARING DEPOS ITIONS OR DOCUMENT DISCOVERY, BUT MAY COMPEL ATTENDANCE OF WITNESSES AND PRODUCTION OF DOCUMENTS AT THE HEARING. THE PARTIES WAIVE ANY RIGHT TO TRIAL BY JURY AND WAIVE ANY RIGHT TO PARTICIPATE IN OR INITIATE CLASS ACTIONS; IF THE PARTIES CANNOT WAIVE THES E RIGHTS, THIS ENTIRE PARAGRAPH IS VOID.
Services: “Service” or “Services” means all products and services, domestically and internationally, (including wireless, if applicable) AT&T provides Customer pursuant to this Agreement.
Execution by Affiliates : An AT&T Affiliate or Customer Affiliate may sign a Pricing Schedule in its own name . S uch Affiliate contract will be a separate but associated contract incorporating the terms of this Agreement. Customer and AT&T will cause their respective Aff iliates to comply with such separate, associated contract(s). An “Affiliate” of a party is any entity that controls, is controlled by or is under common control with such party.
License and Other Terms: Software, Purchased Equipment and Third-Party Services (a service provided directly to Customer by a third party under a separate agreement between Customer and the third party ) may be provided subject to the terms of a separate license or other agreement between Customer and either the licensor, the third -party service provider or the manufacturer. Customer’s execution of the Pricing Schedule or placement of an Order for Software, Purchased Equipment or 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 to place Customer’s orders for Third-Party Services, except that AT&T may invoice and collect payment from Customer for the Third -Party Services.
Pricing and Pricing Schedul e Term; Terms Applicable After End of Pricing Schedule Term : Prices listed in a Pricing Schedule are stabilized until the end of the Pricing Schedule term, including applicable extensions, (“Pricing Schedule Term”) and apply in lieu of corresponding prices in the applicable Service Publication. No promotion s, credit s, discount s or waiver s set forth in a Service Publication apply. At the end of the Pricing Schedule Term, Customer may continue Service (subject to any applicable notice or other requirements in a Service Publication for Customer to terminate a Service Component) on a month-to-month basis at the prices, terms and conditions in effect on the last day of the Pricing Schedule Term. AT&T may change such prices, terms or conditions on 30 days’ prior n otice to Customer.
MARC: Minimum Annual Revenue Commitment (“MARC”) is an annual revenue commitment set forth in a Pricing Schedule that Customer agrees to satisfy during each 12 -month period of the Pricing Schedule Term. If Customer fails to satisfy the M ARC for any such period, Customer agrees to pay a shortfall charge equal to the difference between the MARC and the total of the applicable MARC-Eligible Charges, as defined in the applicable Pricing Schedule, incurred during such period, and AT&T may withhold contractual credits until Customer pays the shortfall charge.
Termination and Termination Charges : Either party may terminate for material breach upon thirty (30) days ’ prior written notice to the other party.
If a Service or Service Component is terminated by Customer for convenience or by AT&T for cause prior to Cutover, Customer (i) agrees to pay any pre-Cutover termination or cancellation charges set out in a Pricing Schedule or Service Publication, or (ii) in the absence of s uch specified charges, agrees to reimburse AT&T for time and materials incurred prior to the effective date of termination, plus any third-party charges resulting from the termination. If a Service or Service Component is terminated by Customer for convenience or by AT&T for cause after Cutover, Customer agrees to pay applicable termination charges as follows: (i) 50% of any unpaid recurring charges for the terminated Service or Service Component attributable to the unexpired portion of an applicable Minimum Payment Period (as defined in applicable Pricing Schedule) ; (ii) if termination occurs before the end of an applicable Minimum Retention Period (as defined in applicable Pricing Schedule) , any associated credits or waived or unpaid non - recurring charges; and (iii) any charg es incurred by AT&T from a third-party (i.e., not an AT&T Affiliate) due to the termination. The charges set forth in (i) and (ii) do not apply if a terminated Service Component is replaced with an upgraded Service Component at the same Site, but only if t he Minimum Payment Period or Minimum Retention Period, as applicable, (the “Minimum Period”) and associated charge for the replacem ent Service Component are equal to or greater than the corresponding Minimum Period and associated charge for the terminated Service Component, AT&T Multi-Service Agreement
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respectively, and if the upgrade is not restricted in the applicable Service Publication. In addition, if Customer terminates a Pricing Schedule that has a MARC, Customer agrees to pay an amount equal to 50% of the unsatisfied MARC for the balance of the Pricing Schedule Term.
Billing and Disputes: If Customer does not dispute a charge in writing within 6 months after the invoice date, Customer waives the right to dispute.
AT&T must issue a bill within six (6) months after charges are incurred (other than for automated or live operated assisted calls) or it waives the charges.
At Customer’s request, but subject to AT&T’s consent (which may not be unreasonably withheld or withdrawn), Customer’s Affili ates may be invoiced separately, 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.
Purchased Equipment: Except as specified in a Service Publication or Pricing Schedule, t itle to and risk of loss of equipment AT&T sells Customer (“Purchased Equipment ”) pass to Customer on delivery to the transport carrier for shipment to Customer’s designated location. AT&T retains a purchase money security interest in all Purchased Equipm ent until Customer pays for it in full; Customer appoints AT&T as Customer’s agent to sign and file a financing statement to perfect AT&T's security interest. All Purchased Equipment is provided on an “AS IS” basis, except that AT&T passes through to Custo mer an y warranties available from its suppliers, to the extent that AT&T is permitted to do so under its contracts with those suppliers.
Privacy: Each party is responsible for complying with the privacy laws applicable to its business. AT&T shall require i ts per sonnel, agents and contractors around the world who process Customer personal data to protect such information in accordance with the data protection laws and regulations applicable to AT&T’s business. If Customer does not want AT&T to comprehend Cus tomer data to which it may have access in performing Services, Customer must encrypt such data to be unintelligible. Customer is responsible for obtaining consent from and giving notice to its users, employees and agents regarding Customer’s and AT&T’s col lection and use of the User, employee or agent information in connection with a Service. Customer agrees to make accessible or provide Customer personal data to AT&T only if it has legal authority to do so.
Trademarks and Publicity : Neither party will display o r use the other party’s trade names, logos, trademarks, service marks or other indicia of origin, or issue public statements about this agreement or the Services, without the other party’s prior written consent.
Governing Law: Unless a regulatory age ncy with jurisdiction over the applicable Service applies a different law , this Agreement is governed by the law of the State of New York, without regard to its conflict of law principles. The United Nations Convention on Contracts for International Sale o f Goods will not apply.