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AT&T WorldNet Managed Internet Service
Terms and Pricing
Exhibit 10.48.5
Omitted information, for which [ * ] has
been substituted herein, has been
omitted pursuant to a request for
confidential treatment and such information
has been filed separately with the office
of the Secretary of the Securities and
Exchange Commission.
AT&T Managed Internet Service Terms and Pricing Attachment
CUSTOMER Name (Full Legal Name): Easylink
Services Corporation
Date of execution of Master Agreement:
________________________(by CUSTOMER)
s/MA_________________________(by AT&T)
Enter Agent
Code:<<code>>
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This Managed Internet Service Terms and
Pricing Attachment ("Attachment") is an
attachment to the Master Agreement
identified above (the "Agreement") and is an
integral part of the Agreement. Except as
otherwise expressly provided, the
service description, pricing information
and other terms and conditions related
to the AT&T WorldNet Managed Internet
Services are set forth at URL: www.att
com/abs/serviceguide, as amended from time
to time, (hereinafter "the AT&T MIS
Service Guide") and are hereby incorporated
into this Attachment by reference,
1. Service Provided.
AT&T will provide CUSTOMER with the AT&T WorldNet
Managed
Internet Service ("Service" or "MIS") under this Attachment and
any Sales
Orders (as defined in Section 2 below), and pursuant to the
terms of
the Agreement and the AT&T MIS Service Guide. Service will
be
offered
only within the United States including the Commonwealth of
Puerto
Rico and
the United States Virgin Islands. A current description of the
Service is
contained in the AT&T MIS Service Guide under the heading
"AT&T
Managed
Internet Service Description" ("Service Description'). AT&T
may
change the
Service as provided to CUSTOMER from time to time by
publication of the changes in the AT&T MIS Service Guide.
Notwithstanding
my
contrary provision in the Agreement, changes to the AT&T MIS
Service
Guide on
the website will be binding on both AT&T and the CUSTOMER as
of
he dale
the change is posted.
2. Ordering Procedures.
The particulars of the Service applicable to CUSTOMER
will be
set forth in the Sales Order Forms as completed by AT&T and
CUSTOMER.
It is the responsibility of the CUSTOMER to ensure that the
correct
information is provided to AT&T for purposes of completing
the
Sales
Order Form. CUSTOMER must submit its initial Sales Order Form
within
90 days of
the Effective Date.
3. Term and Termination.
The Term of this Attachment begins on the date both
parties
signed the Attachment ("Effective Date') and ends on the last
day
of the
last billing month for any Service ordered. At the end of the
Term,
this
Attachment will remain in effect on a month-to-month basis
until
terminated
by either party upon thirty days' notice to the other.
AT&T/CUSTOMER PROPRIETARY
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AT&T WorldNet Managed Internet Service
Terms and Pricing
A.
Notwithstanding anything to the contrary contained in this
Attachment, within thirty (30) days following the Actual
Network
Activation Date ("ANAD"); with respect to the first CUSTOMER
site,
CUSTOMER will have a one time right to terminate this
Attachment
without cause by giving AT&T at least seven days' written
notice of
termination and providing payment of all charges incurred by
AT&T on
behalf of CUSTOMER, including but not limited to access
facilities
cancellation charges. CUSTOMER will not owe the Termination
Charges
specified in Section 7.
B.
During the
Term CUSTOMER may terminate this Attachment upon thirty
(30) days' written notice and payment of any applicable
Termination
Charges specified in Section 7. After the expiration of the
Term,
either party may terminate this Attachment (without cause) by
giving
the other party thirty (30) days' written notice to that
effect.
C.
If
AT&T delays the ANAD for any Service ordered for more than
30
days after the Scheduled Network Activation Date ("SNAD"), and
CUSTOMER is not the cause of the delay, then CUSTOMER will have
the
right to terminate the relevant Service Order Form without
owing
AT&T the Termination Charges specified in Section 7 by giving
AT&T
notice within seven days after AT&T has informed CUSTOMER of
the
delay.
D.
AT&T
may terminate this Attachment or any Sales Order immediately
upon written notice to CUSTOMER if CUSTOMER violates any term of
the
Agreement or this Attachment or fails to police violations of
its
Intermediate Resellers and End Users. Upon such termination,
CUSTOMER will be liable for all charges incurred as; of the date
of
termination and, if applicable, any Termination Charges specified
in
Section 7.
4. Rates and Charges. The
rates for the Service are set forth in Appendix A
of this
Attachment and are applicable for[*]; from the Effective Date
("Ordering
Period"). Thereafter, the rates published in the [*], as
amended
from time to time, are applicable to any Services ordered under
this
Attachment, unless otherwise agreed in writing by both Parties.
The
billing
cycle will begin on the later of. (1) the ANAD; or (2) one day
after the
Scheduled Network Activation Date ("SNAD") as specified on the
initial
Sales Order Form.
5. Responsibilities of
the Parties.
A.
CUSTOMER
may purchase local access facilities from AT&T for use in
conjunction with the Service. If AT&T is unable to provide
such
facilities then by signing the accompanying AT&T Agency
Agreement
(in the form of attached Schedule 1), CUSTOMER authorizes AT&T
to
act as CUSTOMER's agent for ordering from and coordinating with
a
third party local access to be used in conjunction with the
Service.
B.
AT&T
will not directly support, nor interface with, my Intermediate
Reseller or End User. CUSTOMER is responsible for training its
Intermediate Resellers and End Users and for billing and
collecting
any amounts CUSTOMER elects to charge its Intermediate Resellers
and
End Users in connection with the Service.
AT&T/CUSTOMER PROPRIETARY
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AT&T WorldNet Managed Internet Service
Terms and Pricing
C.
CUSTOMER
may, from time to time, request that AT&T submit to
InterNIC or another Domain Name Registry, on CUSTOMER's behalf,
a
domain name registration application ("Application") for a
domain
name selected by CUSTOMER ("Domain Name). If CUSTOMER requests
and
if AT&T elects, in its sole discretion, to perform such
service, the
Application will name AT&T as the Internet Service Provider
that
will host such domain names. AT&T is not a Domain Name
Registry.
AT&T's charges for Domain Name Registration Services ("DNRS
Services") do not include the Domain Name Registry's fees.
CUSTOMER
will be responsible for, and will promptly pay, all DNRS
Services
charges and Domain Name Registry's fees. CUSTOMER represents
and
warrants that: (i) all statements on the Applications are true
and
correct; (ii) none of the requested Domain Names or CUSTOMER's
use
of any Domain Name will interfere with the rights of any third
party
or infringe any trademark, service mark, or other personal,
moral,
or property right; and (iii) CUSTOMER has a legitimate business
purpose for registering each Domain Name, and such purpose
relates
to CUSTOMER's purchase of the -Service. AT&T may elect to
immediately terminate or suspend its hosting of or provision of
any
DNRS Services with respect to any or all of CUSTOMER's Domain
Names
in the event that: (i) an Application is rejected; (ii) the
Domain
Name registration is revoked or placed on "hold" or assigned to
a
third party; or (iii) AT&T receives or becomes aware of my
adverse
information, including complaints conflicting claims, disputes,
or
court orders regarding a particular Domain Name. AT&T offers
no
warranty with respect to the DNRS Services.
D.
CUSTOMER
is responsible for the Content of the messages it
transmits, as well as any Content hosted by CUSTOMER or any
Intermediate Reseller or End User on behalf of third parties.
Customer acknowledges that it has read and agrees to be bound
by
AT&T's Acceptable Use Policy ("AUP"). The AUP, as it may be
revised
from time to time, is published at
http://www.ipservices.att.com/
policy.html or at such other address as AT&T may specify by
notice
to the CUSTOMER. Any violation of the AUP constitutes a
material
breach of this Attachment. For purposes of this Attachment,
"Content" means information made available, displayed, or
transmitted in connection with the Service (including, without
limitation,
information made available by means of an HTML "hot
link", a third party posting, or similar means) including all
trademarks, service marks, and domain names contained therein
as
well as the contents of any bulletin boards or chat forums, and,
all
updates upgrades, modifications, and other versions of any of
the
foregoing.
E.
CUSTOMER
is solely responsible for providing my security procedures
and controls necessary to limit access to the Service to
CUSTOMER's
authorized Intermediate Resellers and End Users and any
facilities
and procedures external to the Service for reconstruction of lost
or
altered files, data or programs.
F. CUSTOMER is
responsible for establishing (within fifteen (15)
calendar days from the Effective Date) designated Customer Points
of
Contact "CPOCs") to interface with the AT&T-Customer Care
Solution
Support center.
G.
CUSTOMER
understands that the Service (including Internet use) may
require registrations and related administrative reports that
are
public in nature.
AT&T/CUSTOMER PROPRIETARY
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AT&T WorldNet Managed Internet Service
Terms and Pricing
H.
Except for
IP addresses expressly registered in CUSTOMER's name, an
IP address will remain, at all times, the property of AT&T and
will
be nontransferable. CUSTOMER will have no right to use such IP
addresses upon termination or expiration of this Attachment. IP
addresses are allocated by AT&T to CUSTOMER per the
Internet
Registry (ARIN) guidelines following RFC 2050.
I.
If
CUSTOMER or any of its Intermediate Resellers or End Users has
in
place or adds, after the AT&T installation of the AT&T
Managed
Firewall Service, any modem, modern pools, or remote
communications
software packages resident on Personal Computers, or any other
circuits or equipment which could create a potential point of
entry,
the CUSTOMER will be solely responsible for security of its
network.
6. Supplemental Terms and
Conditions.
A.
Software
License.
1.
AT&T grants CUSTOMER a personal, non-transferable, and
non-exclusive license (without the right to sublicense) to
use, m object code form, all software and associated written
and electronic documentation and data furnished pursuant to
this Attachment (collectively, the "Software), solely in
connection with the Service and solely in accordance with
applicable written and electronic documentation. CUSTOMER will
not reverse assemble, reverse compile, or otherwise attempt to
derive a source code version of the Software. The Software
will at all times remain the sole and exclusive property of
AT&T or-its suppliers. "Third-Party Software' means
Software
that bears a copyright notice of a third party (other than
AT&T). "AT&T Software" means all Software that bears the
AT&T
(or any of its affiliates or subsidiaries) copyright notice.
2.
CUSTOMER will not copy or download Software, except to the
extent expressly provided in the applicable documentation for
the Service or in a writing signed by AT&T. Any copy of the
Softw
