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� 1. � IIVTRODUCTION <br /> 1.1 Overview of Documents. The terms and conditions governing the Services that AT&T provides to Customer are set <br /> forth in this Master Agreement, the following additional documents, and any other documents executed by the parties and <br /> referencing this Master Agreement(which documents together with this Master Agreement are called"this Agreement"): <br /> (a) Pricing Schedules. A Pricing Schedule (including related attachments) identifies the Services AT&T may provide to <br /> Customer, the price (including discounts, if applicable) for each Service, and the term during which such prices are in <br /> effect("Pricing Schedule Term"). <br /> (b) Tariffs and Guidebooks. "Tariffs"are documents containing the standard descriptions, pricing, and other terms and <br /> conditions for a Service that AT&T files with regulatory commissions. "Guidebooks"are documents containing the <br /> standard descriptions, pricing,and other terms and conditions for a Service that were, but no longer are,filed with <br /> regulatory commissions. Tariffs and Guidebooks may be found at att.com/se►vicepublications or other Iocations AT&T <br /> may designate. <br /> (c) Acceptable Use Policy. AT&T's Acceptable Use Policy ("AUP") applies to Services provided over or accessing the <br /> Internet. The AUP may be found at att.com/aup, or other locations AT&T may designate. <br /> (d) Service Guides. The description, pricing, and other terms and conditions for the Service not covered by a Tariff or <br /> Guidebook may be contained in a Service Guide, which may be found at att.com/servicepublications or other locations <br /> AT&T may designate. <br /> 1.2 Priority of Documents. The order of priority of the documents that form this Agreement is: Pricing Schedules; this Master <br /> Agreement; the AUP; and Tariffs, Guidebooks and Service Guides; provided that, Tariffs will be first in priority in any jurisdiction where <br /> existing law or regulation does not permit contract terms to take precedence over inconsistent tariff terms. <br /> 1.3 Revisions to Documents. Subject to Section 8.2(c) (Materially Adverse Change), AT&T may revise Tariffs, <br /> Guidebooks, Service Guides or the AUP (collectively"Service Publications")at any time. <br /> 1.4 Execution by Affiliates. An AT&T Affiliate or Customer Affiliate may sign a Pricing Schedule referencing this <br /> Agreement in its own name and such Affiliate contract will be a separate, but associated, contract incorporating the terms of <br /> this Master Agreement with respect to that Pricing Schedule. Customer and AT&T will arrange to have their respective <br /> Affiliates comply with this Agreement, regardless of whether an Affiliate has signed a Pricing Schedule. <br /> 1.5 Capitalized Terms. Capitalized terms not otherwise defined in this Agreement are defined in Section 11 (Definitions). <br /> 2. AT&T DELIVERABLES <br /> 2.1 Services. AT&T agrees to either provide or arrange to have an AT&T Affiliate provide Services to Customer in <br /> accordance with this Agreement, subject to availability and operational limitations of systems,facilities and equipment. Where <br /> required, an AT&T Affiliate authorized by the appropriate regulatory authority will be the service provider. <br /> 2.2 AT&T Equipment. Services may include use of certain equipment owned by AT&T that is located at the Site ("AT&T <br /> EquipmenY'), but title to the AT&T Equipment will remain with AT&T. Customer must provide electric power for the AT&T <br /> Equipment and keep the AT&T Equipment physically secure and free from liens and encumbrances. Customer will bear the <br /> risk of loss or damage to AT&T Equipment (other than ordinary wear and tear) except to the extent caused by AT&T or its <br /> agents. ' <br /> 2.3 Software. Any software used with the Services will be governed by the written terms and conditions applicable to <br /> such software. Title to software remains with AT&T or its supplier. Customer must comply with all such terms and conditions <br /> and they take precedence over this Agreement as to such software. <br /> 3. CUSTOMER'S COOPERATION <br /> 3.1 Access Right. Customer will in a timely manner allow AT&T to access property and equipment that Customer <br /> controls as reasonably required to provide the Services, and Customer will obtain, at Customer's expense, timely access for <br />' AT&T to property that Customer does not control (other than public property) as reasonably required to provide the Services. <br /> Access rights include the right to construct, install, repair, maintain, replace and remove access lines and network facilities, as <br /> well as to use ancillary equipment space within a building, as necessary for Customer's connection to AT&T's network. <br /> Customer must provide AT&T timely information and access to Customer's facilities and equipment as AT&T reasonably <br /> requires to provide the Services, subject to Customer's reasonable security policies. Customer will furnish any conduit, holes, <br /> wireways, wiring, plans, equipment, space, power/utilities, and other items reasonably required to perform installation of the <br /> ua_ver_i.doc UA VER I 07/14/08 <br /> AT&T and Customer Confidential Information <br /> Page 2 of 9 <br /> eCRM ID <br />