ONLINE MASTER TERMS – UNITED STATES SERVICES

 

1.   General.  These online Master Terms (“Master Terms”), the online Service Attachments (“Service Attachments”) and related information appearing at [www.verizonenterprise.com/guide] are generally referred to collectively as the Online Terms.  The Online Terms are incorporated by reference into an Agreement, which may modify or supplement it.  If no unexpired Agreement exists, the Online Terms apply to the receipt or use of any service not covered by a Tariff.

2.   Agreement.  The Agreement establishes a framework under which Customer can order Services from Verizon in the U.S. under the Agreement or pursuant to Contracts.  Each resulting Contract is created by way of Service Order and consists of (a) the applicable Agreement; (b) Service Attachments; and (c) other content incorporated by reference. The rules at www.verizonenterprise.com/service/g_service_provider_list.htm identify the relevant U.S. Provider if the Contract does not otherwise do so.  A Participating Entity may contract for Service in its own name subject to the terms of an existing Contract.  Customer may access CPNI of its Participating Entities.

3.   Definitions.  El Online Definitions apply to the Online Terms and to Contracts with respect to terms not otherwise defined within them.

4.   Service Order-Based Contracts. 

4.1       Service Order Process.  When required, Verizon will provide Customer a SOF for signature. If Verizon learns that it cannot fulfill a SOF due to third party issues after Customer accepts the SOF, Verizon will notify Customer as soon as possible and shall have no further obligation to provide the Service under that SOF.

4.2       Order Limitations. Verizon may decline an order if it would be impossible or impractical to provide it as requested -- for example, but not exclusively, in a location in which Verizon does not have regulatory authorisation to provide the service; or sufficient presence, infrastructure or capacity to support it.

4.3       Effective Date.  Subject to the clause entitled “Service Order Process,” a Service Order shall be effective and binding on both Parties on the Commencement Date.

4.4       No-Sign Service Order Acknowledgement Ordering. Where available, Customer may use the No-Sign SOF process to document its Service orders.  U.S. Customers are automatically able to use the No-Sign SOF process (but may opt-out at their discretion).  Under the No-Sign SOF process, Customer submits a request for Service (which may be oral or in writing) that Verizon acknowledges by a No-Sign SOF e-mail to the Customer Agreement signor or designee, which includes the requested services, locations, prices and parties.  A No-Sign Service Order is binding on both parties when sent. Customer has five calendar days to notify Verizon of any errors in the No-Sign SOF. The No-Sign SOF process is not available for all services or in all countries.

5.   Order of Precedence.  In the event of an inconsistency between the provisions of a Contract, the following order of precedence applies, with 1 having the highest precedence: (1) the Service Order (if applicable); (2) the Agreement. Within the Agreement the following order of precedence applies with (a) having the highest precedence: (a) Service Attachments, with a state-specific provision having precedence over provisions that are not state specific; and (b) these Master Terms. Where applicable, U.S. Service Tariffs take precedence over all other terms to the extent they are required to take precedence by law.

6.   Changes to U.S. Online Terms.  Verizon may amend the Online Terms from time to time.  Changes to the Online Terms are effective upon posting of the Online Terms in the case of new Services, Service features, Service options or Service promotions.  Other modifications to the Online Terms are effective on the date indicated in the Online Terms, provided that no such modification becomes effective and binding on Customer until it has been posted in the Online Terms for at least 15 days.  Customer may enroll to receive e-mail notifications of Online Terms changes at http://www.verizonenterprise.com/guide/subscriptions.  If any modification made by Verizon to the Online Terms affects Customer in a material and adverse manner, Customer, as its sole remedy, may discontinue the affected Service without termination liability (except for payment of all charges incurred up to the effective date of such Service discontinuance) by providing Verizon with written notice of discontinuance within 60 days of the date such change is posted in the Online Terms.  A “material and adverse” change will not include: (a) the introduction of a new Service element or any new Service feature associated with an existing Service, including all terms, conditions and prices relating thereto; (b) an adjustment (either an increase or a reduction) of a published underlying Service price not expressly fixed in the Agreement; or (c) the introduction or revision of Governmental Charges. If a Service for which the charges are included in Contributing Charges or Eligible Charges, as applicable, is discontinued under this Section, the affected Customer's relevant Volume Commitment will be modified, to reflect the discontinuance upon Customer’s request.

7.   Duration.  The Online Terms shall continue until terminated in accordance with the provisions of the Master Terms.

8.   Rates and Cargos.  Contracts will identify rates and charges which are fixed (i.e., not subject to change) for the Term.  Otherwise, Verizon may change its rates and charges upon 30 days notice to Customer with the following exception: For voice services, Verizon may change its rates and charges at any time upon seven days notice to Customer.  Verizon may give Customer notice of such changes in rates or charges by posting them in the Online Terms, by invoice message, or by other reasonable means.  In Contracts that incorporate online pricing, that pricing may be supplemented by the rates and charges for new service options as they become available, such as faster speeds and advanced features. Pricing for such new service options will be clearly distinguished from existing pricing, which will not be affected. Customer may order such new service options at the referenced prices, subject to applicable terms.  If Customer’s Contract does not already contain the appropriate terms, an amendment may be needed.

8.1       Services.  Charges and rates (including credits and discounts) for Services are provided in the applicable Service Order, Service Attachment, Master Terms, or Tariff (as applicable).  The rates and charges for Services will be effective on the Services Effective Date.  Except as expressly provided to the contrary in a Service Order, the rates and charges set forth in a Contract for Services are in lieu of, y not in addition to, any other discounts, promotions and/or credits (Tariffed, standard or otherwise).  All rates and charges for Services are subject to change under the terms of the applicable Service Order, Service Attachment, Master Terms, Tariff, or other provisions of a Contract specifically applicable to Services, except those that are designated as “fixed” in the Contract, the Master Terms, the Service Attachment, a Service Order or an applicable Tariff.  For Services not specifically set forth in a Contract, Verizon’s standard rates and terms apply.  References in a Contract regarding standard rates and/or discounts and standard Tariffed rates and/or discounts refer to the corresponding standard charges, rates and/or discounts set forth in the Online Terms, the applicable Tariff, or other Verizon standard rate tables. 

8.2       Governmental Charges.  Verizon may adjust or introduce Governmental 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.  Optimized Services were previously referred to as “Dated” Services.

8.3       Accrual of Charges.  Except as otherwise stated in the Agreement or a Contract, Customer is deemed to have accepted a Service upon the Service Activation Date and Verizon will accrue and invoice the charges as follows: (a) recurring charges accrue from the Service Activation Date and are invoiced in advance; (b) usage-based charges accrue from the Service Activation Date and are invoiced in arrears; and (c) one-time or set-up charges accrue from the Commencement Date (or where there is no Commencement Date the date an order under the Agreement is accepted by Verizon) and are invoiced at any time thereafter. If a Service Activation Date is delayed because Customer (a) has not met its obligations or done all that is necessary on its part to activate the Services, then Verizon may deem a date to be the Service Activation Date (whether the Services are ready for use or not) and charges shall commence to accrue in accordance with this clause; or (b) requests a delay, Customer shall be liable por any third party costs and expenses incurred by Verizon, including but not limited to charges in relation to third party Local Access, related Services or Service Equipment during the period of delay.  For purposes of computing the daily share of a monthly charge, a month consists of 30 days, except for Optimized Services, for which the calculation will use the actual number of days in the applicable month.

8.4       Ancillary Charges.

8.4.1     Paper Invoice Charge.  A $40 monthly recurring charge applies to every paper invoice provided to a Customer (except invoices solely for US intrastate telecommunications services) in lieu of, or in addition to, an online invoice.  This charge does not apply where Customer has established to Verizon’s satisfaction, or Verizon determines on its own, that online invoicing is not a reasonable substitute for paper invoicing.

8.4.2     Convenience Payment Charge.  A $5 convenience payment charge applies to any Customer payment by ETF or ACH for Verizon Services that are authorized by telephone.  The charge will be made by the same payment method Customer selected.  For EFT and ACH payments, it will be added to the total payment amount. The charge does not apply to other payment options.

8.4.3     No Fault Found Charge.  A non-recurring charge applies when a Verizon representative is dispatched to Customer’s premises, or performs work remotely, at Customer’s request to investigate a suspected issue with the Servicios, and the Verizon representative responds to the request and finds no fault with the proper functioning of the Servicios or is prevented from resolving the request due to Customer’s failure to provide access or other contractually-required assistance.  Examples include (without limitation) situations in which Verizon determines:  (a) the fault is with the Customer/third party vendor-maintained equipment or network; (b) the fault has already been resolved; (c) the fault resulted from an interruption to the power supply to the Service Equipment at the Customer Site that was not approved by Verizon; or (d) the fault was caused by an act or omission of Customer in breach of the Agreement or a Contract.  Verizon may modify this charge by providing notice to Customer (including by posting online).  The following charges apply for each Verizon response, based on time of the visit:

A visit to Customer Site or remote response which begins or ends outside of Normal Working Hours is “After Hours.”

8.5       Telecommunications Service Priority (“TSP).  The rates and charges, features, and terms and conditions set forth in the online Service terms for TSP Service apply when TSP is provided to Customer.

9.   Payment of Invoices.

9.1       General.  Customer shall pay Verizon invoices within 30 days of the invoice date.  

9.1.1     Amounts not paid or Disputed on or before 30 days from the invoice date will be past due, and interest shall accrue on any past due amount from the due date until payment (whether before or after judgment) at a rate to be determined by Verizon which may not exceed either (a) 1.5% per month or (b) the maximum amount allowed by applicable law.  Verizon may elect to apply any credit balance(s) to the account(s) with the oldest unpaid charges.  Verizon may invoice Customer up to six months after the date a charge accrues; for charges invoiced after that, Customer may request a credit (except that in cases involving fraud or third party charges, charges may be invoiced without the time limitation stated above applying provided that they are invoiced within a reasonable period after Verizon becomes aware of such charges).

9.1.2     Without prejudice to any other rights under applicable law, Verizon also may exercise the following remedies with respect to any past due amount other than Disputado Amounts:  (i) setting it off against any Security and requiring the Security to be increased by an additional amount; (ii) terminating these Master Terms and/or a Contract in accordance with the clauses entitled “Termination Notice” and “Service Suspension;” and/or (iii) exercising any other rights it may have with respect to any surety, security interest or other assurance of payment.  Customer agrees to pay Verizon its reasonable expenses, including legal and collection agency fees, incurred in enforcing its rights under these Master Terms or a Contract.

9.2       Credit Check.  Verizon may, at any time, in the reasonable exercise of its discretion, conduct a credit check of Customer, for purposes of which Customer will provide any financial information reasonably requested by Verizon.  Verizon’s agreement to extend credit to Customer or to vary credit limits already extended (whether up or down) from time to time shall be at Verizon’s absolute discretion.

9.3       Security.  In order to reasonably segura payment from Customer, Verizon may, at any time, request Customer to provide Security or increase existing Security.  Customer must comply with any such request.

9.4       Disputed Amounts. If Customer notifies Verizon of a Disputed Amount within 30 days of the invoice date the Disputed Amount may be withheld.  If Verizon (in its reasonable opinion) determines a Disputed Amount is not valid, then any withheld amount will be considered past due and must be paid (including any accrued interest) within five days of notification by Verizon to Customer of that determination or the current due date under the relevant invoice, whichever is the later.  If Customer does not give Verizon written notice of a Disputed Amount with respect to charges or the application of Taxes within six months of the date of an invoice, the invoice will be deemed to be correct and binding on Customer. 

9.5       Local Access and Currency.  When Customer orders third-party Local Access from Verizon, Customer agrees to pay to Verizon all charges associated with such Local Access, and to be subject to the third-party’s terms and conditions for such Local Access, that Verizon has ordered.  For this limited purpose only, Verizon may serve as Customer’s representative in procuring, on Customer’s behalf, domestic and international Access Services from such suppliers.  Customer will pay any loss arising in the process of converting a foreign carrier’s charges to Dollars, or vice versa, in settlement of such carrier’s charges and in collecting payment from Customer.

9.6       E-Rate Funding.  Customer purchasing Services with E-Rate Funding are subject to the E-Rate Funding Provisions.

9.7       Taxes.  All charges are exclusive of Taxes, which Customer will pay.  If Customer provides Verizon with a valid, duly executed tax exemption certificate, Verizon will exempt Customer in accordance with the law, effective on the date Verizon receives the exemption certificate.  If Customer is required by law to make any deduction or withholding from any payment due hereunder to Verizon, then, notwithstanding anything to the contrary contained in these Master Terms or a Contract, the gross amount payable by Customer to Verizon will be increased so that, after any such deduction or withholding for taxes, the net amount received by Verizon will not be less than Verizon would have received had no such deduction or withholding been required.

10. Termination Notice.  Customer may terminate Services on 30 days written notice for Service to U.S. locations and 60 days written notice for Service provided to locations outside the U.S. except for termination of services provisioned under OneView contracts as described under section 10.1 below (the “Notice Period”).  Customer must terminate a Service by completing Verizon’s standard form via the Verizon Enterprise Center (VEC) online portal at verizonenterprise.com as such URL may be updated from time to time.  Any other means of providing notice (including, without limitation, postal mail or e-mail to Customer’s account representative) is void and has no effect, even if actually received by Verizon.  After submission of the disconnect form online, Customer will receive an e-mail from Verizon (“Request Acknowledgment”) which Customer should retain as confirmation of its request. If Customer does not receive a Request Acknowledgment within 24 hours of submitting the disconnect form online, Customer should contact the VEC helpdesk or customer service to avoid delays in disconnection of service. 

 

Notwithstanding any such termination, Customer will remain liable for any applicable termination charges. Termination takes effect on the day that Verizon actually disconnects Service which will be the date specified by Customer or the end of the Notice Period (whichever is later). Customer will be responsible for applicable charges until such date.

 

Services may immediately be terminated by a Party by written notice (to the extent permitted by applicable law) if the other Party (a) has a receiver or an administrative receiver appointed over it or over any part of its undertaking or assets, or passes a resolution for winding up (other than for the purpose of a bona fide scheme of solvent amalgamation or reconstruction), or a court of competent jurisdiction makes an order to that effect; or (b) becomes subject to an administration order or enters into any voluntary arrangement with its creditors under which it ceases or threatens to cease to carry on business, or (c) undergoes or is subject to any analogous acts or proceedings under any foreign law.  The circumstances set forth in the preceding sentence are referred to collectively in these Master Terms as “Insolvency Events.”  In addition, either Verizon or Customer may terminate a Contract immediately by written notice where, after expiration of all Service Commitments, no Services have been provided under the Contract for a continuous period exceeding three months, or (to the extent permitted by applicable law) if the other Party to the Contract has experienced any of the Insolvency Events.  Notwithstanding the foregoing, a court order is not required to effect termination (or suspension) under this clause or any provision of the Termination for Cause and Service Suspension clauses.

10.1      Termination Notice for Services provided under OneView Contracts.  Customer may terminate Services purchased under OneView contracts on 90 days written notice for Service to U.S. locations and 120 days written notice for Service provided to locations outside the U.S.  All other terms set forth under section 10 otherwise apply.  For purposes of this provision, OneView contracts are those contracts which are generated by Verizon’s on-line OneView contracting system typically indicated by a text box reflected in the top right corner of the first page of the Verizon service contract which includes information such as a Contract ID and a Billing Code.  Termination of services optimized for Verizon’s automation platform (Verizon Rapid Delivery services) are excluded from this provision and are subject to the Notice Period set forth under section 10 above.

11. Termination for Cause.  Either Party may immediately terminate the Agreement, a Contract or Service under the Agreement or a Contract for Cause.

12. Service Suspension.  Verizon may, subject to giving Customer reasonable notice where practicable, suspend one or more Services (or a part thereof) if: (a) Customer is past due on any invoice for Services which has not been remedied within 10 days after Customer receives notice of such non-payment; (b) suspension of Services is necessary to prevent or protect against fraud, or otherwise protect persons or property, Verizon’s personnel, agents, facilities, or services; (c) Verizon is obliged to comply with an order, instruction or request of a court, government agency, emergency service organization (e.g., police or fire service) or other administrative or regulatory authority; (d) Verizon needs to carry out Emergency Works: (e) Verizon has reasonable grounds to consider that use of the Service violates the Acceptable Use Policy or other terms of a Contract; or (f) Customer fails to provide or increase the Security as requested by Verizon.  To suspend Services pursuant to sub-clause (a) above, no notice is required beyond the 10 days stated therein.  If Verizon exercises its right to suspend the Services, it will resume the Services as soon as practicable after the reason for suspension no longer exists (subject to the exercise of any termination right on the part of Verizon).  If one or more Services (or part thereof) is suspended as a consequence of the breach, fault, act or omission of Customer or any Customer Affiliate, Customer will pay to Verizon all reasonable costs and expenses incurred by the implementation of such suspension and/or reconnection of the Service.

13. Facilities Used for Service.  Verizon determines the facilities it uses to provide Services at all times.  Notwithstanding any other provision in a Contract, Verizon reserves the right to allocate or limit its facilities available for Services; to substitute facilities (including without limitation local access facilities) with facilities from alternative suppliers (including Verizon’s own facilities); and to deny or discontinue Services (or associated billing options), in whole or in part, in general or to particular Customers, in order to: (a) manage its network in an efficient manner (including by avoiding technical, operational or security problems); (b) meet reasonable customer service expectations; or (c) furnish Services to existing and future customers based on current and projected available capacity. 

14. Decommissions.  Notwithstanding any provision to the contrary in the Agreement or a Contract, Verizon may terminate Services upon not less than six months written notice whenever Verizon generally decommissions such Services (that is, ceases to provide it on a commercial basis to its customers), provided, however, that this six-month requirement will not apply to customer notices delivered by Verizon prior to April 1, 2013.

15. DNS Cache Server Functionality.  Verizon may respond to an unsuccessful DNS query by providing alternative information rather than a NXDOMAIN or other error message. To avoid receiving such alternative information, Customer may configure its applications to send its DNS queries to one of the following Verizon DNS cache servers 198.6.100.25, 198.6.100.38 and 198.6.100.53, or notify Verizon customer service to exclude specified Verizon-provided IP addresses from this functionality. Customer browser users may “opt-out” by receiving an opt-out cookie on their system via a link provided with the alternative information.  In providing this functionality, Verizon and its suppliers 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.  Verizon and its suppliers may use non-identifying DNS Information to support the functionality.  The following link provides further operational and privacy information related to the functionality.  http://www.verizonbusiness.com/resources/factsheets/fs_domain-name-services_en_xg.pdf

16. Annual Volume Commitment (AVC). If applicable, Customer agrees to pay Verizon the amount of Eligible Charges in each Contract Year that is no less than the AVC identified in the Agreement, for the number of Contract Years or Volume Commitment Period identified in the Agreement. If, in any Contract Year, Customer's Eligible Charges are less than the AVC, then Customer shall pay: (1) all accrued but unpaid charges incurred by Customer; and (2) an underutilization charge (which Customer hereby agrees is reasonable) equal to 75% of the difference between Customer's Eligible Charges during such Contract Year and the AVC.

17. Total Volume Commitment (TVC). If applicable, Customer agrees to pay Verizon the amount of Eligible Charges during Volume Commitment Period that is no less than the Total Volume Commitment or TVC identified in its Agreement. If, during the Volume Commitment Period, Customer's Eligible Charges are less than the TVC, then Customer shall pay: (1) all accrued but unpaid charges incurred by Customer; and (2) an underutilization charge (which Customer hereby agrees is reasonable) equal to 75% of the difference between Customer's Eligible Charges and the TVC.

18. Tiered Volume Commitment. Customer agrees to pay Verizon the amount of Eligible Charges in each Contract Year that is no less than the Tiered Volume Commitment identified in its Agreement, for the number of Contract Years/Volume Commitment Period identified in the Agreement. If the Contract does not identify a Tiered Volume Commitment or number of Contract Years/Volume Commitment Period, then the applicable number is zero. If, in any Contract Year, Customer's Eligible Charges are less than the Tiered Volume Commitment, then Customer shall pay: (1) all accrued but unpaid charges incurred by Customer; and (2) an underutilization charge (which Customer hereby agrees is reasonable) equal to 75% of the difference between Customer's Eligible Charges during such Contract Year and the Tiered Volume Commitment.

19. Expiration of Commitment Period.

19.1      Service Commitment Based Agreements. Upon expiration of a Service Commitment, the governing Service Order is automatically extended on a month-to-month basis until either Party terminates it upon 60 days written notice. 

19.2      Volume Commitment Based Agreements.

19.2.1   For standalone Agreements for Optimized Services with a Volume Commitment signed on or after July 18, 2015, upon expiration of a Volume Commitment Period, the governing Agreement is automatically renewed for a subsequent Volume Commitment Period equal to the expired Volume Commitment Period (including any extensions) (“Extended Term”) with a Volume Commitment equal to that which was in effect at the end of the expired Volume Commitment Period, unless a Party provides the other Party with notice of its intent not to auto-renew the Agreement at least 90 days prior to the expiration of the Volume Commitment Period. After expiration of the Extended Term, the Agreement is automatically extended on a month-to-month basis until either Party terminates it upon 60 days written notice. The terms of the Agreement (excluding the Volume Commitment) will continue to apply during any service-specific commitments that extend beyond the Volume Commitment Period.

19.2.2   For all other Agreements, upon expiration of a Volume Commitment Period, the governing Agreement is automatically extended on a month-to-month basis until either Party terminates it upon 60 days written notice.  The terms of the Agreement (excluding the Volume Commitment) will continue to apply during any service-specific commitments that extend beyond the Volume Commitment Period.

20. Consequences of Termination.  Without prejudice to any Party’s accrued rights or obligations, upon termination of the Agreement, all Contracts (or parts thereof) and related Services shall terminate immediately. If the Agreement, a Contract or a Service is terminated by (a) Customer for any reason other than for Cause or pursuant to the clauses entitled “Service Level Agreement” or “Force Majeure”, or (b) by Verizon for Cause, Customer will pay or refund to Verizon as applicable, without set off or deduction, the following with respect to each of the Services affected by the termination, which Customer acknowledges are liquidated damages reflecting a reasonable measure of actual damages and not a penalty: (i) all accrued but unpaid charges incurred through the date of such termination; (ii) any termination charges or other costs or expenses incurred by Verizon for the cancellation of the Local Access circuits or related Services or Service Equipment and other third party services in connection with the affected Service(s); (iii) the Early Termination Charge; and (iv) any other applicable cancellation or termination charges specified in the Agreement or a Contract. The termination liability provided in this clause is in addition to any other remedies available to Verizon.

20.1      Early Termination Charge for Service Termination.  If Customer terminates an Optimized Services on or after the Service Activation Date but prior to the expiry of the Service Commitment, the Early Termination Charge shall be 75% (or as set forth in the applicable Service Terms) of the monthly recurring charges (“MRCs”) for the terminated Service multiplied by the number of months remaining in the Service Commitment. Not all Services have a Service Commitment.

20.2      Early Termination Charges for Agreement Termination. If the Agreement is terminated pursuant to the clause entitled “Consequences of Termination,” the Early Termination Charge shall be equal to 75% of the remaining aggregate of the AVC(s) or Volume Commitments (plus 75% of the unsatisfied AVC in the Contract Year of termination), plus any amounts due under the sub-clause entitled ‘Early Termination Charge for Service Termination.”

20.3      Early Termination Charges for Moves, Downgrades. If Customer moves or downgrades an Optimizado Services geographically located within the U.S. Mainland during the Service Commitment, the Early Termination Charge described in the section “Early Termination Charge for Service Termination” will be reduced by the MRC for the replacement Optimized Service multiplied by the number of months in the new Service Commitment. To qualify as a move or downgrade, changes to the Optimizado Services must be placed at the same time with related coordinated implementation at the same time.  No early termination charge applies to upgrades.

21. Customer Obligations.

21.1      Access.  Where Verizon requires access to a Customer Site in order to provide a Service (including but not limited to physical changes to local access facilities), Customer shall grant or shall procure the grant to Verizon of such rights of access to each Customer Site, including any necessary licenses, waivers and consents. Customer shall advise Verizon in writing of all health and safety rules and regulations and any other reasonable security requirements applicable at the Customer Site. 

21.2      Assistance.  Customer shall provide Verizon with such facilities, information and cooperation as Verizon may reasonably require to perform its obligations or exercise its rights under a Contract.  This includes but is not limited to (a) taking actions needed to enable Verizon to implement new processes or systems, and to change facilities used to provide Services, and (b) responding promptly to notice from Verizon requiring Customer action, such as to coordinate Customer-site access needed for a change in facilities at a mutually convenient time within 30 days of such notice from Verizon.

21.3      Service Equipment.  Where Verizon provides Service Equipment, Customer warrants and undertakes that it shall: (a) use the Service Equipment only for the purpose of receiving Services and in accordance with Verizon’s reasonable instructions from time to time and/or any Software license that may be provided with the Service Equipment; (b) not move, modify, relocate, or in any way interfere with the Service Equipment or Verizon Facilities; (c) insure and keep insured all Service Equipment against theft and damage; (d) not create or allow any charges, liens, pledges or other encumbrances to be created over the Service Equipment, title to which at all times belongs and remains with Verizon, a Verizon Affiliate or their subcontractor or financing partner; (e) permit Verizon to inspect, test, maintain and replace the Service Equipment at all reasonable times; (f) comply with Verizon’s reasonable instructions, at Customer’s own expense, in relation to the modification of the Customer Equipment to enable Customer to receive Services; and (g) upon termination of any of the Services, follow Verizon’s reasonable instructions with respect to the return of the Service Equipment including allowing Verizon access to each Customer Site to remove the Service Equipment.  Should any construction or alteration to a Customer Site have occurred to facilitate any Service, Verizon is not obliged to restore that Customer Site to the same physical state as prior to delivery of Services.  Customer is liable for any and all damage to Service Equipment or Verizon Facilities which is caused by (i) the act or omission of Customer or Customer's breach of the Agreement or a Contract, or (ii) malfunction or failure of any equipment or facility provided by Customer or its agents, employees, or suppliers, including but not limited to the Customer Equipment. Verizon is not liable for any costs incurred by Customer arising out of any malfunction or failure of any such equipment or facility, including Customer Equipment. 

21.4      Software and Documentación.