PLEASE READ THIS IMPORTANT MESSAGE
AT&T BUSINESS SERVICES AGREEMENT
This AT&T Business Services Agreement (‘‘Agreement’’) applies to the AT&T Services to which You
subscribe, except for Services provided under (a) a Tariff; or (b) another agreement between You
and AT&T (unless that other agreement references this Agreement). The Effective Date of this
Agreement for any individual Service is the later of: (a) the date on which the withdrawal of a Tariff
governing the Service becomes effective; or (b) the date on which You subscribe to or use the
Service. When You apply for, subscribe to, or use the Service after the Effective Date, You are
accepting the terms of this Agreement. If You do not agree with the terms of this Agreement, You
must notify AT&T prior to the Effective Date to disconnect the Service. To disconnect the Service,
You must contact AT&T by calling the number on Your billing statement or by using any other
method designated by AT&T. You will be responsible for all applicable charges incurred prior to
termination. AT&T TARIFFS, GUIDEBOOKS and SERVICE GUIDES, (COLLECTIVELY, THE “SERVICE
PUBLICATIONS”) AS MODIFIED FROM TIME-TO-TIME, ARE INCORPORATED BY REFERENCE HEREIN TO
THE EXTENT EACH IS APPLICABLE TO THE SERVICE(S) PROVIDED UNDER THIS AGREEMENT, AS IF
THOSE DOCUMENTS ARE SET FORTH ORIGINALLY HERE. You agree that it is impractical for AT&T to
provide here all of the terms and conditions, including rates and charges, that are set forth under
those documents and that AT&T has acted reasonably in providing access to the Tariffs, Guidebooks
and Service Guides as described in Section 1. THIS CONTRACT CONTAINS AN ARBITRATION
PROVISION WHICH MAY BE ENFORCED BY THE PARTIES.
1. DEFINITIONS
Terms not otherwise defined in this Agreement have the following meanings:
a. “Agreement” means the terms and conditions set forth herein and in all incorporated documents.
b. “API” means an Application Program Interface used to make a resources request from a remote
implementer program. An API may include coding, specifications for routines, data structures, object
classes, and protocols used to communicate between programs.
c. “AT&T,” “the Company,” “we,” “our” and “us” means the affiliates and subsidiaries of AT&T Inc. that
provide or may provide Services to You under this Agreement. In the Tariffs, Guidebooks and Service
Guides, AT&T may be referred to as ‘‘the Telephone Company,” or ‘‘the Company.’’
d. “Acceptable Use Policy” or “AUP” means AT&T’s policy that applies in accordance with its terms to
any Service or Service capability within its scope, as may be modified by AT&T from time-to-time,
including, by way of example only, Services provided over or accessing the Internet or certain
wireless data networks. The AUP is provided at att.com/aup and is incorporated by reference here
as if originally set forth here.
e. “Guidebooks” are those documents that contain the standard descriptions, pricing, and other
terms and conditions for Services that were, but no longer are, filed with regulatory commissions.
You can find AT&T’s Guidebooks at www.att.com/servicepublications. (In some jurisdictions, the
Guidebooks may be called ‘‘Catalogs’’ or ‘‘Service Descriptions,” “Price Lists’’ or “Terms of Service.”) If
You do not have access to the Internet, You may call an AT&T representative at the number that
appears on Your billing statement for a copy of the Guidebook(s) that apply to Your Service(s). AT&T
reserves the right to modify the Guidebooks from time-to-time by the methods described elsewhere
in this Agreement; You should regularly review the Guidebooks for Your Service(s) to ensure You are
familiar with the current controlling terms and conditions.
f. “Service” or “Services” means the retail business services offered by AT&T pursuant to this
Agreement. Commercial Mobile Radio Services (such as cellular or other wireless services) are not
retail business services under this Agreement. A “Service Component” means an individual
component of a Service.
g. “Service Guides” are documents that contain the standard description, prices, and other terms
and conditions for Services that are not contained in a Guidebook or a Tariff. You can find AT&T’s
Service Guides at www.att.com/servicepublications. If You do not have access to the Internet, You
may call an AT&T representative at the number that appears on Your billing statement for a copy of
the Service Guide(s) that apply to Your Service(s). AT&T reserves the right to modify the Service
Guides from time-to-time by the methods described elsewhere in this Agreement; You should
regularly review the Service Guides for Your Service(s) to ensure You are familiar with the current
controlling terms and conditions.
h. “Software” means software, including APIs, and all associated written and electronic
documentation and data licensed by AT&T or a Third party to Customer. Software does not include
software that is not furnished to You.
i. “Tariffs” are documents that contain the standard descriptions, pricing, and other terms and
conditions for Services for which a regulatory commission requires AT&T to file a Tariff. You will find
AT&T’s Tariffs at www.att.com/servicepublications.
j. “You” or “Your” means the person or entity subscribing to the Service(s) provided under this
Agreement, and its employees, directors, agents and representatives.
2. USE OF THE SERVICES
AT&T will provide Services to You, subject to availability and operational limitations of systems,
facilities and equipment. You may not resell the Services to third parties without AT&T’s written
consent. You shall cause Users (anyone who uses or accesses any Service provided to You) to
comply with this Agreement, and You are responsible for their use of any Services. You and all Users
shall comply with all applicable state and federal laws and regulations. You are responsible for
ensuring that all of the equipment You and Your Users use with a Service is compatible with the
Services. You and any Users must comply with the AUP. If You desire to secure Your transmissions in
connection with any of the Services, You must procure, at Your own cost, encryption software or
other transmission protection.
3. ACCESS TO PREMISES; HAZARDS
a. Access. On occasion, AT&T may need access to Your premises and/or other premises that are not
under AT&T’s control (‘‘non-AT&T locations’’) to provide the Services. You agree to allow (or obtain
permission for) AT&T to access all non-AT&T locations (other than public property) and equipment
reasonably required to provide the Services. Access includes the ability to review information and
the right to construct, install, repair, maintain, replace and remove access lines and network
facilities, and to use ancillary equipment space within any building, necessary for Your connection to
AT&T’s network. You will furnish any conduit, holes, wire ways, wiring, plans, equipment, space,
power/utilities, and other items required to perform installation of the Services, and obtain any
necessary licenses, permits and consents (including easements and rights-of-way).
b. Hazards. You shall ensure that all non-AT&T locations at which AT&T installs, maintains or
provides the Services is a suitable and safe working environment, free of any substance or material
that poses an unreasonable risk to health, safety or property or whose use, transport, storage,
handling, disposal, or release is regulated by any law related to pollution, protection of air, water, or
soil, or health and safety. If AT&T encounters any such hazardous materials at a location, AT&T may
terminate the affected Service
or any affected Service Component, or suspend performance until
You remove the hazardous materials.
4. EQUIPMENT & SOFTWARE
a. The Services may include use of certain equipment owned, leased or controlled by AT&T that is
located at non-AT&T locations (‘‘AT&T Equipment’’). Title to the AT&T Equipment will not pass to You.
You must provide electric power for the AT&T Equipment and keep the AT&T Equipment physically
secure and free from liens and encumbrances. You will bear the risk of loss or damage (other than
ordinary wear and tear) to the AT&T Equipment.
b. Software License. Software may be provided subject to the terms of a separate license between
You and the licensor or the manufacturer. Your placement of an order for Software is Your
agreement to comply with such separate agreement. All Software is provided “AS IS” without
warranty of any kind.
5. PRICES; CHARGES; BILLING; PAYMENT AND CREDITS; CHANGES TO AGREEMENT
a. Prices and Surcharges. You agree to pay AT&T for the Services at the prices and charges provided
in the applicable Guidebook or Service Guide or Tariff, without deduction, setoff or delay for any
reason. The prices do not include, and You agree to pay, all applicable taxes, regulatory and other
surcharges, recovery fees, shipping charges, and other similar charges specified or allowed by any
governmental entity relating to the sale, use or provision of the Services. Taxes and government
surcharges will be in the amounts that federal, state, and local authorities require or permit AT&T to
bill You. Unless a Service Publication specifies a different date, Your obligation to pay for a Service
begins upon availability of the Service to You (“Cutover”),
b. Price Changes. AT&T reserves the right to, from time-to-time, change the price for a Service upon
the following Notice: (i) the price of a Service may be decreased without further notice to You; (ii)
AT&T will provide Notice to You of a Service price increase at least 30 days prior to the effective
date of the price increase. If You do not disconnect the affected Service by the effective date of the
price increase, You will be liable for the increased price. The methods of Notice are described in
Section 5.d. below, and AT&T will select the method of Notice at its discretion or as required by law
or regulation. AT&T may, as required or as it feels necessary, provide Notice of a change in a tax or
surcharge that will affect Your account.
c. Changes Other Than Price. AT&T reserves the right to, from time-to-time, change the terms and
conditions of this Agreement other than a change in price (including changes to documents
incorporated by reference) upon at least 30 days
3 prior Notice of such a change.
d. Notice. When Notice by AT&T is required, AT&T will provide Notice by one of the following
methods, and AT&T shall solely determine at the time of the Notice which of the methods described
here is appropriate: (i) posting the Notice on the AT&T website at or near the posting location of the
relevant Tariff, Guidebook or Service Guide; or, (ii) by bill insert or bill page message; or, (iii) by letter
or postcard via U.S. Postal Service to Your billing address; or, (iv) via a call to Your billed telephone
number; or, (v) via an email to the email address You have provided. AT&T may determine that it is
appropriate under certain circumstances to provide Notice of a particular change via more than one
of these methods, however, such multiple Notice is not required at any time. Your continued
subscription to, usage of, or payment for the Service after the effective date of any change for
which You have received Notice will be deemed Your acceptance of the change(s). You must
contact AT&T at the number shown on Your monthly billing statement prior to the effective date of
the modification to discontinue the affected Service if You do not agree with the changes described
in the Notice.
YOU AGREE THAT NOTICE BY AT&T BY ANY OF THE ABOVE METHODS IS SUFFICIENT.
e. Billing. AT&T will determine the billing period and may change it from time-to-time and without
Notice to You. CHARGES BEGIN TO ACCRUE AT THE START OF EACH BILLING PERIOD AND
CONTINUE THROUGH THE FULL BILLING PERIOD. Monthly recurring charges will be billed in
advance, and You will be billed pro-rata if the Service is installed or changed during the billing
period. Usage based charges, such as those billed for calls, will be billed as used. For purposes of
billing, calls will be rounded up to the next full minute for any fraction of minutes. FOR MONTHLY
RECURRING CHARGES, YOUR FIRST BILL WILL INCLUDE CHARGES FOR THE PARTIAL MONTH IN
WHICH CUTOVER OCCURRED AND ALL INSTALLATION CHARGES. Any mathematical error made by
AT&T or any of its representatives does not constitute an offer and thus may be corrected or
modified by AT&T.
f. Payment and Disputes. Payment is due on the date specified on Your bill, or, as specified in the
Tariff, Guidebook or Service Guide, whichever is later, or, if no date is specified, 30 days after the bill
date. Restrictive endorsements or other statements on checks are void. AT&T may charge a late
payment fee for overdue payments in an amount specified in the applicable Tariff, Guidebook or
Service Guide, or, if no such rate is specified, at the lower of 1.5% per month (18% per annum) or
the maximum rate allowed by law. AT&T has the right to also recover all costs (including attorneys’
fees) for collecting delinquent or dishonored payments.
g. Deposits, Credit Checks and Credit Limits. AT&T may require You to pay a deposit as a condition
of providing Service. AT&T has the right to apply the deposit against any past due amounts at any
time. You authorize AT&T to investigate Your credit and share information about You with credit
reporting agencies. Based on Your credit worthiness as AT&T determines it, AT&T may set a credit
limit on Your account at any time. If You exceed Your credit limit, AT&T may restrict Your access to a
Service(s).
h. Service Credits. If there is an interruption or failure of a Service caused solely by AT&T and not by
You or a third party or for force majeure reasons described under Section 11.g., You may be entitled
to a credit or credits as specified in the applicable Tariff, Guidebook or Service Guide.
6. TERMINATION AND SUSPENSION
a. Insolvency; Material Breach. AT&T may discontinue providing You the Service(s) immediately upon
notice to You if You become insolvent, cease operations, are the subject of a bankruptcy petition, or
You have made an assignment for the benefit of creditors. You may terminate an affected Service
for material breach by AT&T, and AT&T may terminate or suspend (and later terminate) an affected
Service for material breach by You, if such breach is not cured within 30 days of notice.
b. By You. You may terminate this Agreement by disconnecting all the Service(s) provided under this
Agreement. To disconnect the Services You must contact AT&T at the number provided on Your bill
and take all reasonable steps required by AT&T to disconnect the Service(s). If You subscribe to
multiple Services that are provided under this Agreement, if You disconnect some but not all of the
Services, this Agreement remains in effect for those Services that are not disconnected. You are
liable for all charges related to a Service until the Service is disconnected by You according to AT&T’s
standard practices. You may incur early termination charges pursuant to such provisions in the
applicable Tariff, Guidebook or Service Guide. You may also incur termination charges in the event of
a breach by You, including nonpayment for services.
c. By AT&T. AT&T may terminate or suspend a Service if You: (i) fail to pay any charges when due; (ii)
commit a fraud upon AT&T; (iii) utilize the Services to commit a fraud upon another party; (iv)
unlawfully use the Services; (v) abuse or misuse AT&T’s network or Services; or, (vi) interfere with
another customer’s use of AT&T’s network or services. If You fail to rectify a violation of the AUP
within 5 days after receiving notice from AT&T, then AT&T may suspend or terminate the affected
Service.
d. Withdrawal of Service. AT&T reserves the right to withdraw a Service upon reasonable Notice.
e. Network Changes. AT&T reserves the right to temporarily suspend or interrupt Services at any
time to make necessary changes in how we provide Services over our network and facilities to your
premises. We will provide advance notice of these network changes to the extent required by this
Agreement, applicable law and regulation. In some cases, such changes in how we provide Services
may require a technician to be dispatched to your premises to install new network equipment and
transfer your service to the new network equipment in order to ensure you continue to receive such
Services. The network equipment we install at your premises may require the use of your electrical
power for the operation of our facilities. Where a technician visit is required, if you do not allow
AT&T to install the new network equipment at your premises, your telephone service may be
disconnected.
f. Liable for Payment. If any Service is terminated or disconnected for any reason, You are
responsible for all charges and fees through the date of disconnect. If any Service is disconnected
prior to the rendering by AT&T of a billing statement, You may be liable for reimbursement to AT&T
for time and materials, and any third party charges that were incurred by AT&T prior to the effective
date of disconnect.
g. Reinstatement. If You ask AT&T to reinstate a Service following a disconnection, cancellation or
termination, AT&T may, in its sole discretion, require You to pay a deposit or other applicable
charges, including installation charges in addition to all outstanding charges for the Service.
7. DISCLAIMERS OF WARRANTIES AND LIABILITY
a. Disclaimer of Warranties. AT&T MAKES NO EXPRESS OR IMPLIED WARRANTY AND DISCLAIMS ANY
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-
INFRINGEMENT OR THOSE ARISING FROM USAGE OF TRADE OR COURSE OF DEALING. FURTHER,
AT&T MAKES NO WARRANTY THAT TELEPHONE CALLS OR OTHER TRANSMISSIONS WILL BE
CORRECTLY ROUTED OR COMPLETED WITHOUT ERROR OR INTERRUPTION (INCLUDING CALLS TO
911). FURTHERMORE, AT&T MAKES NO WARRANTY REGARDING: (i) NETWORK SECURITY; (ii) THE
ENCRYPTION EMPLOYED BY ANY SERVICE; (iii) THE INTEGRITY OF ANY DATA THAT IS SENT, BACKED
UP, STORED OR LOAD BALANCED; (iv) THAT AT&T’S SECURITY PROCEDURES WILL PREVENT THE
LOSS OR ALTERATION OF OR IMPROPER ACCESS TO YOUR DATA; OR; (v) THAT SERVICES WILL BE
UNINTERRUPTED OR ERROR-FREE. AT&T IS NOT LIABLE FOR ANY DAMAGES RELATING TO: (i)
INTEROPERABILITY; (ii) ACCESS TO OR INTERCONNECTION OF THE SERVICES WITH APPLICATIONS,
EQUIPMENT, SERVICES, CONTENT OR NETWORKS PROVIDED BY YOU OR OTHERS; (iii) SERVICE
DEFECTS; (iv) SERVICE LEVELS, DELAYS OR INTERRUPTIONS UNLESS SPECIFICALLY PROVIDED
OTHERWISE IN THIS AGREEMENT; (v) ANY INTERRUPTION OR ERROR IN ROUTING OR COMPLETING
CALLS OR OTHER TRANSMISSIONS (INCLUDING 911 CALLS); (vi) LOST OR ALTERED TRANSMISSIONS;
(vii) UNAUTHORIZED ACCESS TO OR THEFT, ALTERATION, LOSS, OR DESTRUCTION OF YOUR OR
OTHERS’ APPLICATIONS, CONTENT, DATA, NETWORK OR SYSTEMS.
b. Limitation of Liability:
AT&T’S ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY FOR DAMAGES ARISING OUT OF THIS
AGREEMENT AND NOT DISCLAIMED UNDER THIS AGREEMENT SHALL NOT EXCEED THE APPLICABLE
CREDITS SPECIFIED IN THE SERVICE PUBLICATION OR, IF NO CREDITS ARE SPECIFIED, AN AMOUNT
EQUAL TO THE TOTAL NET CHARGES TO YOU FOR SERVICE TO WHICH THE CLAIMED DAMAGES
RELATE DURING THE PERIOD IN WHICH SUCH CLAIMED DAMAGES OCCUR AND CONTINUE. IN NO
EVENT SHALL ANY OTHER LIABILITY ATTACH TO AT&T. THIS LIMITATION WILL NOT APPLY TO BODILY
INJURY, DEATH OR DAMAGE TO REAL OR TANGIBLE PROPERTY DIRECTLY CAUSED BY AT&T’S GROSS
NEGLIGENCE OR INTENTIONAL MISCONDUCT.
c. Consequential Damages. NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY UNDER ANY
CIRCUMSTANCE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL
DAMAGES.
d. Survival and Applicability. These disclaimers and limitations of liability will apply regardless of the
form of action, whether in contract, tort, strict liability or otherwise and whether damages were
foreseeable. These disclaimers and limitations of liability will survive failure of any exclusive
remedies provided in this Agreement.
8. Arbitration
AT&T and You (“We”) agree to resolve all disputes between us through binding arbitration
administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules,
as modified by this provision.
This agreement to arbitrate is broad, and includes disputes of any type between AT&T (including its
subsidiaries, affiliates, agents, predecessors, successors, and assigns) and You (including authorized
or unauthorized users/beneficiaries of services or devices) under this or prior agreements.
WE
AGREE THAT WE ARE WAIVING THE RIGHT TO A TRIAL BY JURY, TO PARTICIPATE IN A
CLASS ACTION, OR TO SEEK REMEDIES BEYOND THE EXTENT NECESSARY TO PROVIDE
INDIVIDUALIZED RELIEF TO, AND AFFECTING ONLY, AT&T OR YOU ALONE. WE AGREE NOT
TO ACT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED OR DE FACTO CLASS OR
REPRESENTATIVE PROCEEDING, OR AS A PRIVATE ATTORNEY GENERAL OR ON BEHALF OF
THE GENERAL PUBLIC.
Except for matters relating to arbitrability or to the scope and
enforceability of the arbitration provision or the interpretation of the limitations on class,
representative, private attorney general, and non-individualized relief, all issues are for the arbitrator
to decide.
A party seeking arbitration must first send to the other, by certified mail, a written Notice of Dispute
(“Notice”). Notice to AT&T must be addressed to: Office of Dispute Resolution, AT&T, 1025 Lenox Park
Blvd., Atlanta, GA 30319 (“Notice Address”). The Notice must (a) describe the basis of the claim or
dispute; (b) describe the specific relief sought (“Demand”); and (c) provide Your AT&T account
number. If We do not resolve the claim within 30 days after receipt of the Notice, either of Us may
commence an arbitration. The amount of any settlement offer made by AT&T or You shall not be
disclosed to the arbitrator until after the arbitrator determines the amount of any award on the
merits.
Unless We agree otherwise, any arbitration hearings will take place in the county of Your billing
address. AT&T will pay all AAA filing, administration, and arbitrator fees for a claim brought by AT&T
or for a claim or Demand valued at up to $25,000 brought by You. If the arbitrator finds that Your
claim or Demand is frivolous or is brought for an improper purpose (as measured by the standards in
Federal Rule of Civil Procedure 11(b)), then the payment of fees will be governed by the AAA rules
and You agree to reimburse AT&T for fees already paid by AT&T that are Your obligation under the
AAA rules.
If You complied with the notice procedures above; the value of Your claim or Demand is $25,000 or
less; and the arbitrator awards You an amount greater than the value of AT&T’s last written
settlement offer made before an arbitrator was selected (or any amount if AT&T made no offer),
AT&T will:
Pay You the award or $10,000, whichever is greater (“Alternative Payment”); and
Pay Your attorney, if any, the amount of attorneys’ fees and expenses (including expert
witness fees and costs) that Your attorney reasonably accrues for investigating, preparing
and pursuing Your claim in arbitration (“Attorney Award”).
The arbitrator may rule on the payment of fees, expenses, and the Alternative Payment and Attorney
Award during the proceeding and within 14 days after his/her final ruling on the merits. In
assessing whether the award is greater than the value of AT&T's last written settlement offer, the
arbitrator may consider only those attorneys’ fees or expenses that You incurred through the date of
Your Notice and which had been awarded to You. You may also recover attorneys' fees and
expenses under applicable law, but You may not recover duplicative awards of attorneys’ fees or
expenses.
This Agreement evidences a transaction in interstate commerce, and the Federal Arbitration Act
governs. This arbitration provision survives termination of this Agreement. As the exclusive
alternative to arbitration, AT&T or You may commence an individual action in Small Claims Court. If a
court rejects enforcement of any of the limitations on class, representative, private attorney general,
or non-individualized relief as to a particular claim for relief, then that claim (and only that claim)
must be severed from the arbitration and may be brought in court. Notwithstanding any provision in
this Agreement to the contrary, We agree that if AT&T makes any future change to this arbitration
provision (except a change to the Notice Address) during Your Service Commitment, You may reject
any such change by sending AT&T written notice within 30 days of the change to the Notice
Address. By rejecting any future change, You agree to arbitrate any dispute in accordance with the
language of this provision.
If You are located in Puerto Rico, in addition to pursuing arbitration in accordance with this provision,
You may notify the Telecommunications Regulatory Board of Puerto Rico of Your grievance. Mail:
500 Ave. Roberto H. Tood (Parada 18), San Juan, Puerto Rico 00907-3941; Phone: 1-787-756-0804
or 1-866-578-5500; Online: jrtpr.gobierno.pr.
9. THIRD PARTY CLAIMS
a. By AT&T. AT&T agrees at its expense to defend or settle any claim against You and to pay all
compensatory damages finally awarded against You where the claim alleges that a Service infringes
any patent, trademark, copyright, or trade secret, except where the claim arises out of: (i) Your or a
User’s content; (ii) modifications to the Service by You or third parties, or combinations of the
Service with any services or products not provided by AT&T; (iii) AT&T’s adherence to Your written
requirements; or (iv) use of the Service in violation of this Agreement. AT&T may at its option either
procure the right for You to continue using, or may replace or modify, the alleged infringing Service
so that the Service becomes non-infringing, or failing that, to terminate the Service without further
liability to You.
b. By You. You agree at Your expense to defend or settle any claim against AT&T, its affiliates, and
its and their employees, directors, subcontractors, and suppliers, and to pay all compensatory
damages finally awarded against such parties where: (i) the claim alleges that a Service infringes
any patent, trademark, copyright or trade secret, and falls within the exceptions under Section 9.a (i)
- (iv) above; or (ii) the claim alleges a breach by You or any User of a Software license agreement.
c. AT&T’s obligations under Section 9.a. shall not extend to actual or alleged infringement or
misappropriation of intellectual property based in whole or in part on Software.
10. IMPORT/EXPORT CONTROL
You, not AT&T, are responsible for complying with import and export control laws, conventions and
regulations for all equipment, software, or technical information You move or transmit between
countries using the Services.
11. GENERAL PROVISIONS
a. Confidentiality and Privacy. Each party is responsible for complying with the privacy laws to which
it is subject and will not disclose any confidential information pertaining to the other unless
required to do so under applicable law or regulation. Until directed otherwise by You in writing, if
AT&T designates a dedicated account representative as Your primary contact with AT&T, You
authorize that representative to discuss and disclose Your customer proprietary network
information to any employee or agent of Yours without a need for further authentication or
authorization.
b. Independent Contractor Relationship
.
Each party is an independent contractor. Neither party
controls the other, and neither party nor its Affiliates, employees, agents or contractors are
Affiliates, employees, agents or contractors of the other party.
c.
Assignment. This Agreement may not be assigned by either party without the prior written
consent of the other party, which consent will not be unreasonably withheld or delayed. AT&T may
(i) assign in whole or relevant part its rights and obligations under this Agreement to an affiliate, or
(ii) subcontract work to be performed under this Agreement, but AT&T will in each such case remain
financially responsible for the performance of such obligations.
d. Limitations. Any claim or dispute arising out of this Agreement must be filed within 2 years after
the cause of action arises and the parties waive any statute of limitations to the contrary.
e. Third Party Rights. This Agreement does not provide any third party (including Users) any remedy,
claim, liability, cause of action or other right or privilege.
f. Governing Law. The law of the State of the billing address of Your Service shall govern this
Agreement except to the extent that such law is preempted by or inconsistent with applicable
Federal Law. This Agreement is limited to Services provided in the United States.
g. Force Majeure. The Company shall not be liable for any loss or damage, delay, or failure in
performance of any of the services or facilities furnished by the Company from causes beyond the
Company’s control, such as fire; flood; lightning; earthquakes; power failures or blackouts; severe
weather; explosions; wars or armed conflicts; national, state or local emergencies; civil disobedience;
shortage of labor or materials; labor disputes, strikes, or other concerted acts of workers (whether
of the Company or others); embargoes; acts of God; acts of terrorism, or acts of vandalism or acts
otherwise known as “Force Majeure.”.
h. Entire Agreement. This Agreement (which may include any other signed (including e-signed)
agreement with AT&T that incorporates this Agreement by reference) constitutes the entire
agreement between AT&T and You concerning the Services and supersedes all other written or oral
agreements. This Agreement may only be modified as set forth above, and in no case can be
modified or supplemented by any other written or oral statements, proposals, service descriptions
or purchase order forms.
i. Severability. If any part of this Agreement is found to be invalid or unenforceable, the rest of the
Agreement remains enforceable. The foregoing does not apply to the prohibition against class or
representative actions that is part of the Arbitration provisions above; if that prohibition is found to
be unenforceable, the Arbitration clause (but only the Arbitration clause) shall be null and void.
j. Priority of Terms of Signed Agreements. If You have another signed (including e-signed)
agreement with AT&T that incorporates this Agreement by reference, the terms of that signed
agreement shall have priority over the terms in this document, without regard to the fact that this
document has been incorporated into an attachment to that agreement.
k. Priority of This Agreement and Incorporated Documents. Subject to Section 11.j. above, in the
event of a conflict between the terms and conditions of this Agreement, the terms and conditions of
a Guidebook, the terms and conditions of an applicable Service Guide or the terms and conditions
of a Tariff, the following order of priority (descending) will be applied to determine which terms and
conditions control: Tariff; Guidebook; Service Guide; and then this Agreement.
BSA DB 07.01.2017
