Non Reg General Terms and Conditions

GENERAL TERMS AND CONDITIONS

FOR INTERNET, ENHANCED AND OTHER NON-TELECOMMUNICATIONS SERVICES

1. SCOPE AND APPLICATION.

1.1 Integration. Within this part of the Service Publication and Price Guide (the “Guide”) titled “Guide Provisions Relating to Internet, Enhanced and other Non-Telecommunications Products and Services” (“Non-Telecommunications Service Guide”) each service under the heading “Products and Services” (“Non-Telecommunications Service”) is governed exclusively by the following terms: the Customer-signed agreement document(s) in written or electronic form ("Signed Contract") that applies to the Non-Telecommunications Service, the applicable provisions of the Non-Telecommunications Service Guide, and any required order form (collectively, a “Company Customer Agreement”). The Non-Telecommunications Service Guide incorporates by reference the definitions in the General Definitions for regulated services in the Guide to the extent that defined terms (i.e., capitalized terms) are used and not explicitly defined in the Non-Telecommunications Service Guide. The Company Customer Agreement may be changed only as provided in its terms or by a subsequent signed agreement. Customer’s use or receipt of any Non-Telecommunications Service establishes Customer’s agreement to be bound by the Company Customer Agreement, even if the applicable Signed Contract has ended, or in the absence of an applicable Signed Contract. In the absence of an unexpired Signed Contract, the Verizon Business Standard Business Services Agreement (which is set out in the Guide) applies in its place and is a part of the Company Customer Agreement. If Customer receives any services for which the applicable rates and charges are not specified in an unexpired, Signed Contract, Customer will pay Company’s standard rates and charges.

1.2 Order of Precedence. Except to the extent a Signed Contract specifies to the contrary, any inconsistency will be resolved by referring to the following in descending order of precedence from (a) through (c): (a) the term or condition in the Signed Contract (or Standard Business Services Agreement if no Signed Contract applies); (b) the service-specific term or condition in this Non-Telecommunications Service Guide; and (c) a General Term or Condition in the Non-Telecommunications Service Guide.

1.3 Service Providers. Services are provided in the United States by one or more of the following entities that serve Customer’s service locations, subject to the Signed Contract and applicable Tariffs. If a Signed Contract does not identify the provider of a Service, that Service is provided by MCI Communications Services, Inc. d/b/a Verizon Business Services, except as noted below. Wireless Services are provided by Cellco Partnership and its affiliates d/b/a Verizon Wireless pursuant to a service attachment to the Signed Contract except as otherwise noted in that service attachment. Unless stated otherwise in a service attachment to a Signed Contract, Cybertrust security services are provided by Cybertrust, Inc. To the extent a Service is required to be offered by a certified local exchange carrier, it is provided by MCImetro Access Transmission Services LLC d/b/a Verizon Access Transmission Services, except in Virginia and Massachusetts. In Virginia, such a Service is provided by MCImetro Access Transmission Services of Virginia, Inc. d/b/a Verizon Access Transmission Services of Virginia, and in Massachusetts, it is provided by MCImetro Access Transmission Services of Massachusetts, Inc. d/b/a Verizon Access Transmission Services of Massachusetts. To the extent a Service of MCI Communications Services, Inc. d/b/a Verizon Business Services is delivered outside of the United States, it is provided as a resold Service of MCI International Services Inc. (or its relevant subsidiary in the country in which the Service is delivered), which is the Service provider for tax purposes. Each Verizon entity contracting under this Agreement is only responsible for the performance of its services as set forth in the Company Customer Agreement, and is not responsible for performance of any other entity’s obligations thereunder.

See the list of service providers provided in the following link:

List of Service Providers

2. CUSTOMER RESPONSIBILITIES.

2.1 Compliance with Law. Customer shall use Non-Telecommunications Service only for lawful purposes and in compliance with applicable law.

2.2 Resale. A Customer purchasing Non-Telecommunications Service for resale must transact/interact with its customers without reference to Company or any of its affiliates, unless Company agrees otherwise in writing. A Customer purchasing Non-Telecommunications Service for resale must remain at all times responsible for all aspects of customer support, billing, provisioning and the like.

2.3 Customer Modifications. Customer may not rearrange, disconnect, remove, modify, or attempt to repair Non-Telecommunications Service, or permit others to rearrange, disconnect, remove, modify, or attempt to repair Non-Telecommunications Service, without the prior written consent of Company.

2.4 Customer-obtained Facilities; Interconnection; Security; Site Access; and Customer Information.

2.4.1 Customer-Obtained Facilities. Customer is responsible for obtaining, installing, and maintaining all equipment, software, wiring, power sources, telephone connections and/or communications services necessary for interconnecting with Company’s Non-Telecommunications Service (“Facilities”). Customer is responsible for ensuring that such Facilities are and remain compatible with Non-Telecommunications Service. Company is not responsible for the availability, capacity and/or condition of any Facilities provided by third parties. Customer hereby grants to Company all licenses, waivers, consents, or registrations necessary to deliver, install, and maintain Company-provided equipment on Customer or Authorized User premises.

2.4.2 Interconnection. Customer is responsible for taking all steps necessary to interconnect Non-Telecommunications Service at its own premises or those of a user authorized (explicitly or implicitly) by Customer (“Authorized User”), including (a) payment of costs associated with interconnection and with Customer or Authorized User personnel; (b) securing rights-of-way and furnishing electrical power, heating, ventilating and cooling; (c) obtaining, installing and maintaining all equipment, materials and supplies necessary to interconnect the equipment or communications system of Customer or Authorized User; (d) securing all licenses, permits, and other arrangements necessary for interconnection; (e) ensuring that equipment and/or systems are properly interfaced with Non-Telecommunications Service and that emitted signals: (i) are of the proper mode, band‑width, power, data speed and signal level for the intended use, (ii) comply with the criteria set forth in the Company Customer Agreement relating to equipment, and (iii) do not damage Company facilities, injure its personnel or degrade service to other customers. If the Federal Communications Commission or some other appropriate certifying body certifies terminal equipment as being technically acceptable for direct electrical connection with Non-Telecommunications Service, Company will permit such equipment to be connected with Non-Telecommunications Service without the use of protective interface devices. If Customer or Authorized User fails to maintain and operate its equipment and/or system properly, with resulting imminent harm to Company’s network, personnel or other customer services, Company may, upon notice, require the use of protective interface equipment or other appropriate protective measures at Customer's expense. If this action fails to produce satisfactory quality and safety results, Company immediately upon notice may terminate Customer's Non-Telecommunications Service without liability.

2.4.3 Security. Customer, at its expense, will take all reasonable steps necessary to preserve and protect Company-provided equipment, software, data and systems located on Customer’s or Authorized Users’ premises, or otherwise in Customer’s or an Authorized User’s control and used in connection with Non-Telecommunications Service, whether owned by Customer, Authorized User, Company, or a Company affiliate or subcontractor. Customer acknowledges and agrees that Company will not be liable, legally, for any loss resulting from any unauthorized access to, alteration of, or use of Facilities used in connection with Non-Telecommunications Service. Customer agrees to safeguard account passwords and other information used to provide access to Company products and services. Customer shall require its end users to rotate passwords periodically, but no less often than every ninety (90) days. Customer shall cooperate fully with Company to promptly mitigate any unauthorized use or disclosure of Customer passwords or other authentication information.

2.4.4 Customer Site Access. Customer agrees to allow Company and its affiliates or subcontractors access to Customer or Authorized User premises at which Non-Telecommunications Service is being or will be provided (including access to associated equipment). Company may upon reasonable notice: (a) require that Non-Telecommunications Service be made available for inspection, testing or adjustment so that it can be maintained in a satisfactory condition. During any period of such inspection, testing or adjustment of Non-Telecommunications Service, no service credit will be given for the time during which Non-Telecommunications Service was unavailable to Customer; or (b) undertake inspections or testing as may be necessary to determine whether the requirements of the Company Customer Agreement are being satisfied in connection with the installation, operation or maintenance of Non-Telecommunications Service. Company may suspend or discontinue the provision of Non-Telecommunications Service at any time without liability to Customer if Customer or Authorized User fails or refuses to comply with these inspection, testing or adjustment requirements.

2.4.5 Customer Information. Customer must furnish Company with all information needed by Company to install, maintain, change or remove Non-Telecommunications Service including, without limitation, circuit installation and disconnection authorization information.

3. ACCEPTABLE USE POLICY.

3.1 This Acceptable Use Policy (“Policy”) specifies the actions prohibited by Company to users of the Company Internet Network. Company reserves the right to modify the Policy at any time, effective upon posting of the modified Policy to this URL: http://www.verizonbusiness.com/terms/.

3.2 Illegal Use. The Company Internet Network may be used only for lawful purposes. Transmission, distribution or storage of any material in violation of any applicable law or regulation is prohibited. This includes, without limitation, material protected by copyright, trademark, trade secret or other intellectual property right used without proper authorization, and material that is obscene, defamatory, constitutes an illegal threat, or violates export control laws.

3.3 System and Network Security. Violations of system or network security are prohibited, and may result in criminal and civil liability. Company will investigate incidents involving such violations and may involve and will cooperate with law enforcement if a criminal violation is suspected. Examples of system or network security violations include, without limitation, the following:

3.3.1 Unauthorized access to or use of data, systems or networks, including any attempt to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without express authorization of the owner of the system or network.

3.3.2 Unauthorized monitoring of data or traffic on any network or system without express authorization of the owner of the system or network.

3.3.3 Interference with service to any user, host or network including, without limitation, mailbombing, flooding, deliberate attempts to overload a system and broadcast attacks.

3.3.4 Forging of any TCP-IP packet header or any part of the header information in an e-mail or a newsgroup posting.

3.4 E-mail. Sending unsolicited mail messages, including, without limitation, commercial advertising and informational announcements, is explicitly prohibited. A user shall not use another site's mail server to relay mail without the express permission of the site.

3.5 Usenet. Posting the same or similar message to one or more newsgroups (excessive cross-posting or multiple-posting, also known as "SPAM") is explicitly prohibited.

3.6 INDIRECT OR ATTEMPTED VIOLATIONS OF THE POLICY, AND ACTUAL OR ATTEMPTED VIOLATIONS BY A THIRD PARTY ON BEHALF OF A COMPANY CUSTOMER OR A CUSTOMER'S END USER, SHALL BE CONSIDERED VIOLATIONS OF THE POLICY BY SUCH CUSTOMER OR END USER.

Company’s Interim Designation of Agent to Receive Notification of Claimed Infringement can be found at http://www.verizonbusiness.com/legal/copyright/.

Complaints regarding Illegal Use or System or Network Security issues should be sent to security@ mci.com.

Complaints regarding e-mail abuse should be sent to abuse-mail@ mci.com.

Complaints regarding USENET abuse or SPAM should be sent to abuse-news@ mci.com.

For live incidents, please contact Company Internet Abuse Investigations at 1-800-900-0241, option 2,3,1 24 hours a day.

4. TRADEMARK/SERVICEMARK/NO PUBLICITY. Neither Company nor Customer may, without the other party’s prior written approval: (a) use any service mark or trademark of the other party; or (b) refer to the other party in connection with any advertising, promotion, press release or publication.

5. SERVICE DELIVERY AND LIMITATIONS.

5.1 Interconnection with Another Carrier. Company may provide Non-Telecommunications Service through interconnection with service(s) or facilities provided by other common carriers or through peering with other service providers.

5.2 Facilities Used for Non-Telecommunications Service. Company has the sole and exclusive right to choose the facilities employed to provide Non-Telecommunications Service. Company may at any time substitute facilities used to provide Non-Telecommunications Service, or it may substitute comparable service for the Non-Telecommunications Service being provided to Customer. At Customer’s request and cost, Company will provide alternative or redundant service during facility or service substitutions, where commercially reasonable. Customer will continue to pay for any such additional service provided by Company until cancelled by Customer with at least thirty days written notice.

5.3 Availability of Facilities. Company offers and furnishes Non-Telecommunications Service subject to the availability of requisite facilities. In particular, Company may stop providing a service or product if a third party that had been providing an underlying component of that service or product stops providing it to the Company. Notwithstanding any other provision in the Company Customer Agreement, Company may: (a) deny Customer Non-Telecommunications Service requests or discontinue Non-Telecommunications Service in whole or in part at its sole discretion, and thereby limit or allocate service among customers; or (b) limit or allocate the facilities available for Non-Telecommunications Service in general or to particular customers, if necessary, in order to: (i) manage its network in an efficient manner (including by avoiding technical, operational or security problems); (ii) meet reasonable customer service expectations; or (iii) furnish service to existing and future customers based on current and projected available capacity, taking into account forecasted customer requirements. Company may terminate Non-Telecommunications Service or available billing options associated with Non-Telecommunications Service upon notice to Customer (and other affected customers, if any) whenever Company deems necessary because of circumstances beyond Company’s control, including situations involving customer traffic volumes or patterns that result, or could result, in Company network blockages, degradation of service furnished to Customer or to other customers or Company’s inability to bill to it’s reasonable satisfaction for Non-Telecommunications Service provided.

5.4 Call Blocking, Non-Telecommunications Service Suspension, Network Control. Without notice, Company may block calls or connectivity to or from certain domain names, realms, customers, locations, addresses, countries, country codes, cities, city codes, NPA and NXX exchanges, individual telephone stations, groups or ranges of individual telephone stations or calls that use certain authorization codes, whenever Company deems it appropriate to take such action to prevent: (a) the unlawful use of Non-Telecommunications Service; (b) fraud; (c) nonpayment for Non-Telecommunications Service; (d) the use of Non-Telecommunications Service in violation of the requirements of the Company Customer Agreement; or (e) Company network blockage or the degradation of service furnished to Customer or to other customers; or when actions taken by foreign governments or foreign telecommunications agencies, or responsive actions taken by the U.S. Government or any instrumentality thereof, render it impossible or impracticable to provide Non-Telecommunications Service. As soon as Company determines it can do so without undue risk, Company will unblock and, upon request by an affected Customer, assign new authorization codes (as applicable) to replace any that were deactivated.

5.5 DNS Cache Server Functionality. Customers are not required to use a Company DNS cache server in order to use Company Internet service, nor does the Company charge for the use of a publicly-available Company DNS cache server. However, any Customer use of a Company DNS cache server is subject to the terms and conditions that apply to the Company Internet service that Customer uses to access that server, including this section. Company reserves the right to operate its DNS cache servers, and the functionality described below (“Functionality”), as it deems best in its sole discretion, and to change or terminate those operations at any time. Customer use of a Company DNS cache server, and the Functionality, is at Customer’s own risk, and is not guaranteed to be uninterrupted or error-free. Customer takes the operation of that server and the Functionality “as is” and without warranty or obligation of any kind.

Company may, at its sole discretion, arrange for one or more of its DNS cache servers to provide the Functionality. Under the Functionality, where a Customer DNS query either (1) does not resolve to a current, valid, operable IP address, or (2) reflects user-input text (e.g., a search term) that is not in the form of a resolvable URL (whether or not a browser-added URL is subsequently added to that user-input), then rather than returning an NXDOMAIN response or the IP address for the browser-supplied URL, Company may deliver the IP address for a web page containing information and links that it believes are responsive, relevant or related to the text input by the user, as well as additional information and links that may be of interest to Customer although unrelated (the “Search Page”).

Note that this Functionality may affect non-browser applications that rely on receiving an NXDOMAIN or other error message. It also may override the browser-based search page results Customer might otherwise receive when it inputs a search term, rather than a domain name, in the URL address bar. To avoid affecting non-browser applications (such as those used for e-mail or FTP), the Functionality attempts to recognize such applications and where it does so, it does not provide the Search Page, but instead provides the requested IP address or an error message (such as NXDOMAIN), as applicable. However, Company does not guarantee that it will recognize all non-browser applications or that non-browser queries will never be sent a Search Page. Company will take commercially reasonable steps to address problems of which it is notified. Customers who wish to make sure that their applications do not receive a Search Page response should configure them to send their DNS queries to an alternative DNS cache server that does not provide the Functionality. Existing Company DNS cache servers that do not use this Functionality are 198.6.100.25, 198.6.100.38 and 198.6.100.53.

Customer browser users who are directed to a Search Page also may avoid being directed there again by selecting the “opt-out” option presented in a link at the top of the Search Page. This opt-out process requires the user to receive a cookie, which will thereafter identify the computer with that cookie as having elected not to receive a Search Page response. If the user’s computer uses a program that removes cookies, however, the opt-out process must be repeated when the cookie is deleted. The cookie contains the site name: http:wwwp.find-assist.com/vb_policy.htm. This cookie-based opt-out mechanism allows the user to choose to receive an error message when the DNS query is not resolvable to an IP address. In addition, Customer may call Company customer service to request that queries from Customer’s specified Company-provided IP addresses be excluded from the Functionality.

In providing the Functionality, Company and its suppliers (including their suppliers, such as the providers of search results based on the DNS queries) will have access to Customer IP addresses and DNS queries, including information Customer has entered into an address bar, and information about the browser and any referring web page link involved in generating the DNS query (collectively “DNS Information”) but will not use the DNS Information for any purpose other than providing the Functionality, including to improve the operation and effectiveness of the Functionality and its underlying search capabilities. Company and its suppliers (including their suppliers) also may use DNS Information that does not directly identify customers individually for other reasonable purposes associated with the services they provide to support the Functionality. Naturally, if Customer chooses to avail itself of the content, links or navigation paths from parties displayed on the Search Page and subsequent search pages, Customer’s information will be the responsibility of those entities that provide them. Please review their respective privacy policies to become familiar with their collection and use of Customer’s information. The following link, http://wwwp.find-assist.com/vb_policy.html provides further privacy information related to the Functionality.

Customer’s use of any information provided on or through the Search Page (“Content”) is entirely at Customer’s sole discretion and risk. Such Content is provided by third parties and Company is not responsible for it (or its absence) in any respect. Company makes no representation whatsoever regarding the Content, including as to its availability, accuracy, or appropriateness. The limitations set forth in this section do not limit any other disclaimers or limitations contained elsewhere in the Guide or Customer’s service agreement with Company.

6. TERM.

6.1 In the absence of a specific term in a Signed Contract or relevant product terms in under the “Products and Services” section of this Non-Telecommunications Service Guide, Customer will receive Non-Telecommunications Service on a month-to-month basis, and either Company or Customer may terminate Non-Telecommunications Service with the required prior notice. For service provided exclusively within the United States, Customer must provide 30 days written notice. For all other service, Customer must provide written notice, equal to the longer of: (a) 60 days; or (b) the cancellation period required by third-parties (such as PTTs) for the non-U.S. Mainland portion of the service the Customer is canceling. Disconnection notices must be labeled conspicuously “Disconnect Request.” Notice is deemed effective only if Customer receives confirmation of receipt from Company; Customer should contact its account representative or Customer Service if it does not receive such confirmation within 2 business days. Without limiting the requirements stated above, Customer must provide at least 60 days written notice of contract cancellation. This provision does not waive or otherwise affect any contractual charges or damages that may arise from the termination of a service or a contract.

6.2 Minimum Service Period. Except as otherwise expressly provided for in this Non-Telecommunications Service Guide or in a Signed Contract, Non-Telecommunications Service is furnished and billed on the basis of a minimum period of one month, beginning on the date Non-Telecommunications Service is first made available to Customer.

7. TAXES.

7.1 Company’s rates and charges for Non-Telecommunications Service do not include:

7.1.1 applicable federal, state, local, and foreign sales, use, excise, utility, gross receipts and value added taxes;

7.1.2 any tax imposed by an authority on the benefits of a promotion offered by Company involving services or goods of a third party;

7.1.3 other taxes;

7.1.4 tax-like charges to recover amounts Company is required or permitted by a governmental or quasi-governmental authority to collect from others or pay to others in support of statutory or regulatory funds or programs;

7.1.5 other tax-like charges; and

7.1.6 a tax-related surcharge imposed on all charges (net of bad debts) for outbound Non-Telecommunications Service originating in, or inbound Non-Telecommunications Service terminating in, a jurisdiction which levies, or asserts a claim of right to levy:

7.1.6.1 a gross receipts tax, a license tax, or other tax-like charge on Company's operations in that jurisdiction based on Company's gross receipts, revenues or operations in that jurisdiction; or

7.1.6.2 a tax on interstate access charges incurred by Company for access to telephone exchanges in that jurisdiction based on the amount paid for interstate access charges in that jurisdiction; or

7.2 In addition to the other charges for Non-Telecommunications Service, a Property Tax Recovery Charge which allows Company to recover a portion of the property tax that it pays to state and local jurisdictions.

7.3 All taxes, tax-like charges and the tax-related surcharge are referred to collectively as "Tax(es)." Company may elect to impose and collect such Taxes, unless otherwise constrained by court order or direction. Customer agrees to pay all Taxes imposed. If Company has collected Taxes and a challenged Tax is found to have been invalid and unenforceable, and if the amounts collected were retained by Company or delivered over to the jurisdiction and returned to Company, Company, in its sole discretion, may (a) reduce Non-Telecommunications Service rates for a fixed period of time in the future in order to flow-through to customers an amount equivalent to the amounts collected, (b) credit or refund such amounts to affected customers (less its reasonable administrative costs), or (c) negotiate an arrangement with the jurisdiction to provide a future benefit for customers in that jurisdiction.

7.4 If Customer provides Company with a duly authorized exemption certificate, Company will exempt Customer in accordance with law, effective on the date Company receives the certificate.

7.5 Taxes based on Company's net income will be Company's sole responsibility.

7.6 If Customer is required by the laws of any foreign tax jurisdiction to withhold income or profit taxes from a payment, within 90 days of the withholding, Customer shall provide Company with official tax certificates documenting remittance of the taxes. The tax certificates shall be in a form sufficient to document qualification of the taxes for the foreign tax credit allowable against Company’s U.S. corporation income tax, and shall be accompanied by an English translation. Upon receipt of the tax certificate, Company will issue Customer a credit for the amounts represented thereby.

8. NOTICE OF DISPUTE. If the Customer does not give written notice to the Company of a dispute with respect to invoiced charges or the application of Taxes within six (6) months of the date of the invoice, the invoice, or application of Taxes, shall be deemed to be correct and binding on the Customer for all purposes.

9. GOVERNMENTAL CHARGES. Company may adjust its rates and charges or impose additional rates and charges in order to recover amounts it is required or permitted by governmental or quasi-governmental authorities to collect from or pay to others in support of statutory or regulatory programs (“Governmental Charges”). Examples of such a Governmental Charges include Federal Universal Service charges and compensation payable to payphone service providers for use of their payphones to access Company service.

10. PAYMENT TERMS.

10.1 Non-Telecommunications Service Charges. Customer will pay to Company, or any entity designated by Company as its collection agent, all charges associated with Non-Telecommunications Service furnished to Customer or any Authorized User, including any applicable underutilization or early termination charges. Customer’s responsibility for payment is not changed by virtue of any use, misuse, or abuse of Customer's Non-Telecommunications Service or Customer-provided systems, facilities or services interconnected to Customer's Non-Telecommunications Service, which may be caused by third parties including, without limitation, Customer's employees or other members of the public. Company provides Non-Telecommunications Service and Customer is responsible for paying at the rates and charges in effect on the dates on which invoice calculations are based. Payments must be made at the address designated in the invoice or other such place as Company may designate. Amounts not paid or disputed under the terms of the Company Customer Agreement on or before 30 days from invoice date or such other due date set forth as provided above is considered past due.

10.2 Payment Period. Invoices are due and payable in U.S. dollars within thirty days of the invoice date, unless Company expressly indicates otherwise on the invoice or in a Signed Contract. If Company becomes concerned at any time about the ability of a Customer to satisfy its payment obligation, Company, in its sole discretion, may require that Customer pay its invoices within a shorter time period and to make such payments in Federally available funds. A late payment charge equal to the lesser of: (a) one and one-half percent per month, or (b) the maximum amount allowed by applicable law will be applied against past due amounts. For the purpose of computing charges, a month consists of 30 days except where the Company systems computing such charges do so on the basis of the number of calendar days in the applicable month.

10.3 Security Deposits. Company may require at any time that Customer or prospective customers whose financial condition is either unknown or unacceptable to Company provide a security deposit to Company. The amount and disposition of a security deposit is determined by Company from time to time consistent with applicable law. Company may also require any Customer or prospective customer at any time to provide such other assurances of, or security for, the payment of charges for its Non-Telecommunications Service as Company may deem necessary including, without limitation, advance payments for Non-Telecommunications Service, third party guarantees of payment, pledges or other grants of security interests in Customer’s assets, and other similar arrangements. Company also may establish Non-Telecommunications Service limits for Customer or prospective customers, or it may require from Customer a commercial credit card account number against which future charges can be made. At Company’s election, a deposit may be refunded by crediting it to Customer's account at any time. Company may refuse to accept or process Non-Telecommunications Service orders until Customer has provided a security deposit or commercial credit card account number to which Non-Telecommunications Service charges can be applied. Company may refuse to furnish Non-Telecommunications Service if any Customer account with Company is past due.

10.4 Installation Charges. All installation charges assume installation at normal locations under normal working conditions and normal time intervals. Any installation made under other circumstances is subject to an additional charge.

10.5 Non-Telecommunications Service Credits.

10.5.1 Application. Non-Telecommunications Service credits due Customer that are related to, or based on, Non-Telecommunications Service usage will be applied before the application of taxes and any Governmental Charges; and Non-Telecommunications Service-related credits due Customer that are not related to, or based on, Non-Telecommunications Service usage will be applied after the application of taxes and any Governmental Charges. The following limitations on credits for Non-Telecommunications Service interruptions apply, except as otherwise expressly provided for in the Company Customer Agreement.

10.5.2 No Credit. No credits will be given for interruptions: (a) caused by the negligence of Customer or an Authorized User; or (b) due to the failure of power, equipment, systems, facilities or services not provided by Company.

10.5.3 Interruption Period. An interruption period begins when the Company receives notification that Non-Telecommunications Service has been interrupted and Non-Telecommunications Service has been released for testing and repair. An interruption period ends when Non-Telecommunications Service is restored. If Customer reports that Non-Telecommunications Service has been interrupted, but refuses to release it for testing and repair, the Non-Telecommunications Service is deemed to be impaired, but not interrupted for crediting purposes.

10.5.4 Use of Alternative Service. If Customer elects to use an alternative service after a Non-Telecommunications Service interruption has occurred, or during a period when it is unable to use Non-Telecommunications Service, Customer is responsible for paying the charges for the alternative service used and will not be reimbursed by Company other than via the appropriate credit as set forth in the Company Customer Agreement.

10.5.5 Redundancy. At Customer’s request and cost, Company will undertake to make arrangements for Non-Telecommunications Service redundancy, whenever possible.

10.6 Fund.

With the Fund, eligible Customers will receive specific dollar amounts which may be deposited into accounts in the names of those Customers. These amounts may be utilized toward the purchase by Customers of Company and participating vendors’ products and services that have been pre-approved by Company for the use of Fund dollars. Customers are responsible for any taxes and shipping charges associated with such purchases, and may use Fund amounts to satisfy those obligations as invoiced by Company.

Eligible dollar amounts are defined as promotional dollars available with the subscription to (a) certain promotions of MCI Communications Services, Inc dba Verizon Business Services, (b) certain Special Customer Arrangements, (c) other services specified as Fund-eligible in a Signed Contract. Any employee or agent of the Customer may place orders for vendors’ products using the Customer’s Fund account. To the extent that a Signed Contract explicitly provides for unused Fund amounts to be converted to invoice credits (“Conversion”), then upon Customer’s request, the invoice credit amount will be applied on a pro-rata basis as described below to the Customer’s first invoice following the end of each annual period (i.e., the 12-month period following the Signed Contract’s rate effective date, aka “Contract Year”) in which the Customer makes such request. Fund amounts converted to invoice credits are referred to here as an “Invoice Credit” and each application to an invoice is referred to as an “Invoice Credit Application.” The Invoice Credit Application amount is determined by the Contract Year of the Conversion and the percentage of the Customer’s master term commitment that has passed at the time of the Invoice Credit Application (the “Percentage”). The amount theoretically eligible for Invoice Credit Application is the Percentage of the original Fund deposit, but the amount of the actual first Invoice Credit Application after the Conversion is reduced by the amount of the original deposit used prior to the Conversion. For example, if Customer converts an entirely unused deposit into an Invoice Credit in the first year of a three-year master term commitment, then the Invoice credit available at that time will be one-third of the total Invoice Credit (with the other two-thirds potentially available, upon Customer request, in the following two years). However, if the Customer uses part of the original deposit before converting the remainder to an Invoice Credit, the Invoice Credit amount applied will be reduced by the amount of the deposit so used. If the Conversion is during the second year of a three-year master term commitment, two-thirds of the Invoice Credit would be applied to the invoice after the second Contract Year, and the remaining one-third will be applied after the third Contract Year. The credit may be applied only against invoiced charges for services provided under the same Signed Contract.

If the Customer terminates an Agreement under which it has received Fund amounts before the end of its master term commitment (an “Early Termination”) or if the Agreement ends after that term commitment has been met (an “Expiration”), any balances remaining in the Fund at the time of termination or 30 days after expiration will be forfeited. Immediately prior to that forfeiture, the Company may choose to apply the remaining Fund as invoice credits to offset amounts owed to the Company. In the event of an Early Termination, any promotional amount(s) previously used towards participating vendor products or Company invoice credits may be charged back to the Customer.

The Company may, at any time, choose to discontinue this offering, in which case it will provide notice to each participating Customer. Any Fund balance remaining upon the completion of one full billing period following notice of discontinuance will be forfeited. Any dollar amounts in the Customer’s Fund account which are forfeited by the Customer will become the property of the Company.

The Fund balance will be unavailable to a Customer during any period in which the Customer has failed to comply with the Payment Arrangements specified in this Guide or satisfy a monthly or annual volume commitment set forth in the Customer’s Signed Contract.

11. TERMINATION AND SUSPENSION OF SERVICE.

11.1 Termination for Cause. Either party may terminate a Company Customer Agreement for Cause except as it relates to Services provided by a Verizon ILEC or Verizon Wireless, which are governed by the applicable service attachment to the Signed Contract. Except for failure to pay as specifically provided by in the following Section 11.2, “Cause” means a breach by the other party of any material provision of the Company Customer Agreement which has not been cured within thirty days after delivery of notice.

11.2 Termination by Company. If Customer fails to pay an invoice within thirty days of invoice date, Company may issue a notice of default. If Customer has not fully paid all undisputed invoices within seven days of the default notice, such nonpayment is considered “Cause” for termination, and Company may discontinue Non-Telecommunications Service and/or terminate the Company Customer Agreement immediately without further notice. In addition, Company may discontinue Non-Telecommunications Service and/or terminate the Company Customer Agreement immediately upon notice to Customer (a) if Customer fails, after Company’s request, to provide a bond or security deposit; or (b) if Customer provides false information to Company regarding Customer’s identity, creditworthiness, or its planned use of Non-Telecommunications Service. Company may discontinue Non-Telecommunications Service immediately, without notice, if interruption of Non-Telecommunications Service is necessary to prevent or protect against fraud or otherwise protect Company's personnel, facilities or services.

12. INFORMATION SECURITY.

12.1 Confidential Information. Except as required by law or regulation, during the term of a Company Customer Agreement and for three years after, each party shall protect as confidential using the same degree of care that it uses for its own Confidential Information (but no less than a reasonable degree of care), and shall not disclose to any third party, any Confidential Information, as defined below. “Confidential Information” means information (in whatever form) which was designated as confidential by the disclosing party by conspicuous markings (if tangible Confidential Information) or by announcement at the time of initial disclosure (if oral Confidential Information) or if not so marked or announced, which should reasonably have been understood by the receiving party, because of legends or other markings, the circumstances of disclosure or the nature of the information itself, to be confidential to the disclosing party, an affiliate of the disclosing party, or to a third party, and that (a) relates to the Company Customer Agreement or changes to it; (b) relates to the disclosing party’s customers, products, services, developments, trade secrets, know-how or personnel; and (c) is received by the receiving party from the disclosing party during the term of the Company Customer Agreement. The parties agree that under any circumstances Confidential Information includes but is not limited to the pricing and terms of the Company Customer Agreement, and any information relating to the disclosing party's technology, business affairs, and marketing or sales plans. The parties shall use Confidential Information only for the purpose of the Company Customer Agreement. The foregoing restrictions on use and disclosure of Confidential Information do not apply to information that: (a) is in the possession of the receiving party at the time of its disclosure and is not otherwise subject to obligations of confidentiality; (b) is or becomes publicly known, through no wrongful act or omission of the receiving party; (c) is received without restriction from a third party free to disclose it without obligation to the disclosing party; (d) is developed independently by the receiving party without reference to the Confidential Information; or (e) is required to be disclosed by law, regulation, or court or governmental order.

12.2 Company Systems. When a Customer is permitted access to Company computer systems and data (“Systems”) for purposes of managing and maintaining Non-Telecommunications Service, Customer must:

12.2.1 Access Systems only to the extent necessary to manage and maintain Non-Telecommunications Service;

12.2.2 Take all other reasonable measures to maintain the confidentiality of Systems in accordance with the provisions of the Company Customer Agreement. Such measures shall include the use of Personal Identification Numbers (PINs) and passwords selected by and known only to Customer's individual authorized users. Systems telephone numbers and dial‑up access numbers assigned to Customer by Company and PINs or any aspect of access and sign‑on methodology revealed to Customer shall not be posted or shared with others under any circumstances. Customers shall follow normal logoff procedures prior to leaving a terminal unattended and are required to report to Company any known or suspected attempt by others to obtain unauthorized access to Systems; and

12.2.3 Immediately notify Company if a security device assigned to a Customer for dial‑up access is lost, stolen, or misplaced.

12.3 Protection of Data Subject to Transfer in or out of U.S., Privacy and CPNI Consent. This Section 12.3 applies to Customer Data (defined in this Section) that may be transferred in or out of the United States. Customer acknowledges that Company, its affiliates and agents will, by virtue of the provision of Non-Telecommunications Service, come into possession of information and data regarding Customer, its employees and Authorized Users. This information and data ("Customer Data") may include data transmissions (including the originating and destination numbers and IP addresses, date, time and duration of voice or data transmissions, and other data necessary for the establishment, billing or maintenance of the transmission); other data containing personal and/or private information of Customer, its employees or Authorized Users; and other data provided to or obtained by Company, its affiliates and agents in connection with the provision of Non-Telecommunications Service. Customer agrees that Company, its affiliates and agents, may use, process and/or transfer Customer Data (including transfers to Affiliates and agents, and transfers to entities in countries that do not provide statutory protections for personal information): (a) in connection with provisioning of Non-Telecommunications Service; (b) to incorporate Customer Data into databases controlled by Company and its affiliates for the purpose of providing Non-Telecommunications Service; administration; provisioning; billing and reconciliation; verification of Customer identity, solvency and creditworthiness; maintenance, support and product development; fraud detection and prevention; sales, revenue and customer analysis and reporting; market and customer use analysis; and (c) to communicate to Customer regarding products and services of Company and its affiliates by voice, letter, fax or e-mail. Customer may withdraw consent for such communications or any use, transfer or processing of Customer Data (except for that required to provision, administer, bill or account for the Non-Telecommunications Service) by sending notice to Company. Customer’s consent is effective until withdrawn; Customer’s service quality will not be affected in either case. Customer warrants that it has obtained or will obtain all legally required consents and permissions from relevant parties (including data subjects) for the use, processing and transfer of Customer Data as described in this Section 12.3. Under federal law and some state laws, Customer has the right, and Company the duty, to protect the confidentiality of Customer Data that also is customer proprietary network information (CPNI).

13. EXPORT RESTRICTIONS. Customer and Company acknowledge that the export, import, and use of certain hardware, software, and technical data provided under the Company Customer Agreement is regulated by the United States and other governments and agrees to comply with all applicable laws and regulations, including the U.S. Export Administration Act, the regulations promulgated thereunder by the U.S. Department of Commerce, and any other applicable laws or regulations. Customer represents and warrants that Customer is not subject to any government order suspending, revoking or denying export or import privileges necessary for the performance of Customer’s or Company’s obligations under the Company Customer Agreement.

14. SOFTWARE AND DOCUMENTATION. Where software is provided by Company under license from a third party, Customer’s rights to use the software are subject to that license and Customer may be required to execute a separate software license agreement in a form satisfactory to the underlying third-party licensor. Software and related documentation provided by Company to Customer in connection with Non-Telecommunications Service and not otherwise subject to either a separate Signed Contract or to an accompanying shrink-wrap license (collectively the “Software”) is subject to the following:

14.1 In consideration for payment of any applicable fees, Customer is granted a personal, non-exclusive, non-transferable license to use the Software, in object code form only, solely in connection with Non-Telecommunications Service for Customer's internal business purposes on Customer-owned or Customer-leased equipment (the “License”). Customer may not use the Software (a) in connection with the products and/or services of any third party, or (b) to provide services for the benefit of any third party, including without limitation as a service bureau.

14.2 Customer may make one copy of the Software, other than the documentation, for archival or back-up purposes only if any copyright and other proprietary rights notices are reproduced on such copy. Customer may not make any copies of documentation provided as part of the Software.

14.3 Customer may not: (a) attempt to reverse engineer, decompile, disassemble or otherwise translate or modify the Software in any manner; or (b) sell, assign, license, sublicense or otherwise transfer, transmit or convey Software, or any copies or modifications thereof, or any interest therein, to any third party.

14.4 All rights in the Software, including without limitation any patents, copyrights and any other intellectual property rights therein, remain the exclusive property of Company and/or its licensors. Customer agrees that the Software is the proprietary and confidential information of Company and/or its licensors subject to the provisions of any contract between the parties pertaining to “Confidential Information.”

14.5 Except to the extent otherwise expressly agreed by the parties in writing, Company has no obligation to provide maintenance or other support of any kind for the Software, including without limitation any error corrections, updates, enhancements or other modifications.

14.6 The License will immediately terminate upon the earlier of: (a) termination or expiration of any contract between Company and the Customer pertaining to the Software; (b) termination of the Non-Telecommunications Service with which the Software is intended for use; or (c) failure of Customer to comply with any provisions of this Section 14.6. Upon termination of any License, at Company’s option, Customer will promptly either: (i) destroy all copies of the Software in its possession; or (ii) return all such copies to Company, and in either event provide a written officer's certification confirming the same.

15. INTELLECTUAL PROPERTY RIGHTS. All intellectual property, including without limitation trade secrets, know-how, methodologies and processes related to any Company service or product or otherwise made known to Customer in connection with any Company service or product shall at all times remain the exclusive property of Company or its suppliers (as the case may be).

16. DOMAIN NAMES. Customer will indemnify Company for cost or liability arising from Customer’s use of any domain name registered or administered on Customer’s behalf that violates the service mark, trademark or other intellectual property rights of any third party. Customer will comply with the rules and procedures of the applicable domain name registries, registrars, or other authorities. Customer irrevocably waives any claims against Company that may arise from the acts or omissions of domain name registries, registrars or other authorities.

17. INTERNET PROTOCOL NUMBERS. Any Internet Protocol numbers assigned to Customer in connection with a Non-Telecommunications Service (“IP Numbers”) shall be used only in connection with that Non-Telecommunications Service and are subject to Company’s IP Address Assignment and Usage Policy. If Customer discontinues use of a Non-Telecommunications Service for any reason, or the Company Customer Agreement expires or is terminated for any reason, Customer’s right to use the IP Numbers terminates and the IP Numbers immediately revert to Company. Any violation of this Section 17 is deemed a material breach establishing Cause for termination.

18. CONTENT AND SECURITY DISCLAIMER. Company exercises no control over and has no responsibility for the accuracy, quality, security or other aspect of any Content accessed, received transmitted, stored, processed or used through Company networks, facilities or any Service (except to the extent a particular Service explicitly states otherwise). Customer accesses, receives, transmits, stores, processes or uses any Content at its own risk. Customer is solely responsible for selecting and using the level of security protection needed for the Content it is accessing, receiving, storing, processing or using, including without limitation individual health and financial Content. Company is not responsible if the level of security protection Customer uses for any particular Content is insufficient to prevent its unauthorized access or use, to comply with applicable law, or to otherwise fully protect the interests of Customer and others in that Content. “Content” means anything that can be accessed or transmitted, actively or passively, including any form of information, audio, image, computer program or other functionality.

19. DISCLAIMER OF WARRANTIES. Except as specifically set forth in a Company Customer Agreement, Company makes no warranties, express or implied, as to any Non-Telecommunications Service, related products, equipment, software or documentation. Company specifically disclaims any and all implied warranties, including without limitation any implied warranties of merchantability, fitness for a particular purpose, or title or noninfringement of third party rights. Without limiting the foregoing, Company does not warrant that its services will be uninterrupted; free of errors, viruses or other forms of corruption; or prevent unauthorized access by third-parties.

20. LIMITATION OF LIABILITY. The total liability of Company to Customer in connection with the Company Customer Agreement, for any and all causes of actions and claims, including, without limitation, breach of contract, breach of warranty, negligence, strict liability, misrepresentation and other torts, is limited to the lesser of: (a) direct damages proven by Customer; or (b) the amount paid by Customer to Company under this Company Customer Agreement for the one month period prior to accrual of the most recent cause of action. Nothing in this Section 20 limits Company’s liability: (i) in tort for its willful or intentional misconduct; or (ii) for bodily injury or death proximately caused by Company’s negligence; or (iii) loss or damage to real property or tangible personal property proximately caused by Company’s negligence.

21. DISCLAIMER OF CERTAIN DAMAGES. Neither party is liable to the other for any indirect, consequential, exemplary, special, incidental or punitive damages, including without limitation loss of use or lost business, revenue, profits, or goodwill, arising in connection with the Company Customer Agreement, under any theory of tort, contract, indemnity, warranty, strict liability or negligence, even if the party knew or should have known of the possibility of such damages.

22. E-RATE FUNDING.

22.1 General. This E-Rate Funding provision applies to Customers seeking E-Rate funding under the federal Universal Service Fund from the Schools and Libraries Division of the Universal Service Administrative Company or USAC (E-Rate Program) for any Services, which term includes equipment (E-Rate Services) under a Company service agreement. Customer and Company also will comply with all laws, rules and regulations applicable to the E-Rate Program.

22.2 Customer’s E-Rate Funding and Payment Responsibility. Customer is solely responsible for applying for and securing any E-Rate funding, and for ensuring the accuracy and integrity of all data and information submitted in connection with such application. Company has no liability arising from any assistance it provides Customer in connection with such application and Customer shall hold Company harmless with respect to any such assistance or information provided to Customer. Company makes no representation or warranty whatsoever with respect to the eligibility of any particular Services for E-Rate funding, as such determination rests solely with the Schools and Libraries Division of USAC in its capacity as administrator of the E-Rate Program. Any reference in the service agreement to E-Rate eligibility or ineligibility is not determinative, but is for ease of reference only. If for any reason Customer fails to qualify for or secure E-Rate funding or otherwise becomes ineligible for such funding in whole or in part, or if such funding is withdrawn or canceled in whole or in part, or if payment of any Company charges is denied by USAC in whole or in part, Customer is nevertheless obligated to pay one-hundred percent (100%) of the charges associated with the Services provided under the service agreement that are not paid to Company from E-Rate funding, including if applicable reimbursing to Company any funds which Company is obliged to return to USAC on account of Customer in connection with the service agreement. Upon request, Customer will provide Company with copies of any E-rate-related materials (including all attachments) reasonably requested by Company, including without limitation: (i) FCC Form 471 and Item 21 Attachments, (ii) FCC Form 500, (iii) Service Substitution Request, and (iv) approved SLD FCC Form 486 Service Certification Form.

22.3 Funding Denial. If no services have been ordered under the service agreement, and some or all of Customer’s funding requests for E-Rate Services to be provided under it are denied, Company and Customer will execute an amendment to reduce Customer’s Annual Volume Commitment (AVC) under the service agreement by an amount that Company and Customer agree was to have been met through those E-Rate funding requests. Customer’s rates and discounts also will be adjusted, as applicable, to the rates and discounts appropriate to Customer’s revised AVC.

22.4 Invoicing and E-Rate Payment. Except as provided below, Company will invoice Customer in full for all Services, including those for which Customer’s E-rate funding request has been approved. Customer will pay all invoices as provided in the service agreement. With respect to Services for which E-Rate funding has been approved, Customer will file FCC Form 472 (Billed Entity Applicant Reimbursement Form or BEAR) and certify that it has paid for those Services in full. (Company must receive an approved SLD Funding Commitment Decision Letter and approved SLD FCC Form 486 Service Certification Form before Company will sign Customer’s FCC Form 472 (BEAR).) Within twenty (20) business days after receipt of payment from USAC, Company will remit the approved discounted portion to Customer. For some services, (which Company will identify for Customer on request), Customer may request that Company invoice Customer only for the so-called non-discounted charges (i.e., the charges that are not to be paid or reimbursed via E-Rate funding). Any such request will apply to all E-Rate Services that are eligible for such invoicing until Customer notifies Company that it does not want to continue that invoicing treatment with respect to a subsequent funding year. Once made, this invoicing election may not be changed for the current year. To qualify for such invoicing, Customer must send notice to Company under its service agreement, together with an approved SLD Funding Commitment Decision Letter and approved SLD FCC Form 486 Service Certification Form. Customer understands that Company will file FCC Form 474 (Service Provider Invoice Form or SPIF) to obtain payment from USAC of the so-called discounted charges, and upon request, Customer will provide any appropriate documentation or information to Company or USAC in support of Company’s request(s) for payment. If, following the end of the funding year, Company determines that it has received payment for a Service from both USAC and Customer, Company will correct any such duplication, either through credits or refunds to Customer or USAC, as it determines to be appropriate.

23. ASSIGNMENT. Neither party may assign the Company Customer Agreement or any of its rights under the Company Customer Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld; provided that Company may assign the Company Customer Agreement to an affiliate or successor without Customer’s written consent. An assignment to a Customer affiliate or successor is not effective unless and until that affiliate or successor meets Verizon’s creditworthiness standards. Any attempted transfer or assignment that does not meet the requirements of this section is null and void.

24. GOVERNING LAW. The Company Customer Agreement is governed by the laws of the State of New York without regard to its choice of law principles. Non-U.S. Non-Telecommunications Service is subject to applicable local laws and regulations in any countries where such Non-Telecommunications Service originates or terminates, including applicable tariffs.

25. FORCE MAJEURE. Except for credits for Non-Telecommunications Service interruptions, as provided for in Section 10.5.1 of Subpart A of this Non-Telecommunications Service Guide, Company will not be liable for any failure of performance due to causes beyond its reasonable control, including without limitation acts of God, terrorism, fires, floods or other catastrophes; terrorist acts, embargo, national emergencies, insurrections, riots or wars, strikes, lockouts, work stoppages or other labor difficulties; unavailability of equipment, software or parts from vendors; preemption of service to restore service in compliance with Part 64, Subpart D, Appendix A, of the FCC's Rules and Regulations; any law, order, regulation or other action of any governing authority or agency thereof; or changes requested by Customer.

26. SEVERABILITY/NO WAIVER/REMEDIES.

26.1 No Waiver. Neither Company’s nor Customer’s failure, at any time, to enforce any right or remedy available in the Company Customer Agreement will be interpreted as a waiver of such party’s right to enforce each and every provision of the Company Customer Agreement in the future.

26.2 Severability. All provisions of the Company Customer Agreement are severable, and the invalidity or unenforceability of any provision will not affect the validity or enforceability of the remaining provisions. The remaining provisions will be interpreted in such a manner as to carry out the full intention of the parties.

26.3 Remedies. All remedies set forth in the Company Customer Agreement are cumulative. Use by a party of one remedy may not be construed as its waiver of any other remedy.

27. CHANGES TO THE GUIDE. If Company makes any changes to the Non-Telecommunications Service Guide or other parts of the Company Customer Agreement (other than changes to Governmental Charges) which affect Customer in a material and adverse manner, Customer, as its sole remedy, may discontinue the affected Non-Telecommunications Service without liability by providing Company with notice of its request to do so within sixty days of the date Company posts such change on the Website. Customer shall pay all charges incurred up to the time of Non-Telecommunications Service discontinuance. Company may avoid Non-Telecommunications Service discontinuance if, within sixty days of receipt of Customer’s notice, it agrees to amend the Company Customer Agreement to eliminate the applicability of the material and adverse change. If a Non-Telecommunications Service is discontinued under this Section, Customer's relevant volume or term discount levels will be modified, as appropriate, to reflect the discontinuance. Neither of the following is considered a "material and adverse change": (a) the introduction of a new service or any new service feature associated with an existing service, including all terms, conditions and prices relating thereto, or (b) the imposition of or changes to Governmental Charges.

28. INTERPRETATION. The following applies to terms in any part of the Company Customer Agreement:

28.1 Defined terms include the plural as well as the singular and words in one gender include both genders.

28.2 A reference to: (a) any party includes its successor(s) in title and permitted assignees; (b) a "person" includes any individual, firm, body corporate, association or partnership, government or state (whether or not having a separate legal personality); and (c) any undertaking not to do any act or thing includes an undertaking not to permit the doing of that act or thing.

28.3 Unless otherwise expressly stated, (a) the words “include” and “including” mean “including without limitation”; (b) the words “day,” “month,” and “year” mean, respectively, calendar day, calendar month and calendar year, and (c) the words “writing” or “written” mean preserved or presented in retrievable or reproducible form, whether electronic (except for voice mail) or hard copy.

28.4 The word "or" means "and/or".

29. NOTICE. All notices (including Customer’s notice of disconnect), requests, or other communications (excluding invoices) under the Company Customer Agreement must be in writing and either transmitted via overnight courier, electronic mail, hand delivery or certified or registered mail, postage prepaid and return receipt requested to the parties at the following addresses. Except as provided otherwise, notices will be deemed to have been given when received.

To Customer: At billing address

To Company:	With Copy to:
Verizon Business Services	Verizon Business Services
6415-6455 Business Center Drive	22001 Loudoun County Parkway
Highlands Ranch, CO 80130	Ashburn, VA 20147
Attn: Customer Service	Attn: Vice President, Legal
E-mail: notice@verizonbusiness.com

30. NO THIRD-PARTY BENEFICIARIES. Except to the extent explicitly provided, any Company Customer Agreement is solely for the benefit of Company and Customer and creates no rights in any third-parties not a party to that agreement.

31. HEADINGS. Section headings used in a Company Customer Agreement are for convenience only and do not affect the interpretation of that agreement.

32. COUNTERPARTS. A Company Customer Agreement may be executed in counterparts, which together constitute a single agreement.

33. DISPUTE RESOLUTION: Any controversy, claim, or dispute (“Disputed Claim”) arising out of or relating to a service agreement between Company and Customer, except for claims relating to indemnity, infringement, or confidentiality obligations or matters relating to injunctions or other equitable relief (together “Equitable Clams”), are first subject to a thirty (30) day negotiation period between the Company and Customer in which each shall disclose to the other all such documents, facts, statements and any other information which are reasonably requested and are relevant to the dispute in question. If such negotiations fail to resolve the dispute within thirty (30) calendar days, Disputed Claims must be resolved by binding arbitration of a single arbitrator in accordance with the rules of the American Arbitration Association. The decision of the arbitrator must be based upon the service agreement and applicable law. The decision of the arbitrator must be reduced to writing, is final and binding except for fraud, misconduct, or errors of law, and judgment upon the decision rendered may be entered in any court having jurisdiction. In all arbitrations, the arbitrator must give effect to applicable statutes of limitation subject to limitation of actions terms in the service agreement, and has no authority to award relief in excess of what the service agreement provides or to order consolidation or class arbitrations. The arbitrator has no authority to award punitive damages in any Disputed Claim. Any such claims arising under such a service agreement must be pursued on an individual basis in accordance with the procedure noted above. Even if applicable law permits class actions or class arbitrations, the dispute resolution procedure specified here applies and Company and Customer waive any rights to pursue any claim arising under the service agreement on a class basis. The arbitration will be held in mutually agreed to location, and is final and binding.

34. COMPLIANCE WITH LAWS. Customer and Company shall comply with all applicable federal, state, and local laws, ordinances, regulations and codes in its performance under a service agreement, including without limitation the export, import, customs, and foreign corrupt practices laws of the United States or any country in which Customer receives equipment, software or services.

35. PURCHASE ORDER. A Customer purchase order or similar document is evidence only of Customer’s intention to purchase equipment, software and/or services. Except for a provision evidencing an intent to be bound by the terms and conditions of an agreement between Customer and Company, the terms and conditions of a Customer purchase order or similar document will be disregarded and have not force or effect; instead, the terms and conditions of the relevant agreement between Customer and Company will govern.

36. INDEPENDENT CONTRACTOR RELATIONSHIP; NO AGENCY. The personnel of Customer and of Company are not agents or employees of the other, and Customer and Company are each an independent contractor for all purposes an at all times in connection with a service agreement. Neither Customer nor Company has the right or authority to, and shall not, assume or create any obligation of any nature whatsoever on behalf of the other or bind the other any respect whatsoever. Customer and Company each shall indemnify, hold harmless and defend the other against any liabilities, claims, losses and damages (including costs, expenses and reasonable attorneys’ fees) arising out of its failure to comply with this provision and any laws rules or regulations applicable to this provision.

37. INTERPRETATION. No service agreement not be construed or interpreted for or against either Customer or Company because that party drafted or caused that party’s legal representative to draft any of its provisions.

38. HEADINGS. The Section headings used in this Guide or a service agreement are for reference and convenience only and may not be considered in their interpretation.

39. SIGNATURES. Any requirement for a signature in a Company Customer Agreement (or an amendment to it) may be satisfied by a facsimile transmission of an original signature.