Lumen Platform Agreement

Version Date: July 17, 2023


 

This Lumen Platform Agreement, comprised of the Additional Terms in Section A below, and the Master Service Agreement terms described in Section B below, including all Service Attachments incorporated by reference therein (together, the "Agreement") are entered into by Lumen and the business entity or person representing the business entity who is agreeing to these terms ("Customer" or “You”) and govern Customer's access to and use of the Services on the Lumen Platform. Lumen means CenturyLink Communications, LLC d/b/a Lumen Technologies Group or its affiliated entities (“Lumen” or “We”). The Lumen entity providing Service will be identified on the invoice.

A. Additional Terms related to Services available on the Lumen Platform

LUMEN SERVICES ARE NOT AVAILABLE FOR CONSUMER USE

 

If You signed an offline variant of the Master Service Agreement for use of the Services made available on the Lumen Platform, then your offline variant of the Master Service Agreement will apply instead of the then current Master Service Agreement terms identified in Section B below; provided however, You agree these Section A Additional Terms and any applicable Service Attachment(s) associated with Services You activate will apply to the extent You create a connection or activate Services made available on the Lumen Platform. For clarity, an offline variant of the Master Service Agreement refers to a Master Service Agreement previously executed by and between Lumen and/or an affiliate of Lumen and Customer (or an affiliate of Customer if expressly provided for) or a previously executed version of a similar agreement to the extent the Master Service Agreement or similar agreement is not inconsistent with the terms identified in Section B below (including Damages Limitations provisions). An offline variant of the Master Service Agreement does not mean a prior version of Lumen’s or a Lumen affiliate’s standard Master Service Agreement.

 

This Agreement is effective when You click the checkbox that indicates that You have read and agree to the Lumen Platform Agreement (the "Effective Date"). If You are accepting on behalf of an entity, You represent and warrant that (i) You have full legal authority to bind that entity to this Agreement; (ii) You have read and understand this Agreement and agree that it is a legally binding agreement and the equivalent of a signed, written contract; (iii) You are authorized to activate Services on behalf of the entity in accordance with current pricing in effect at the time you activate Services; (iv) You can bind the entity to all charges and/or billing components and terms associated with any Service (including any function, feature or component) You activate, provision or otherwise access or use within the Lumen Platform, including any changes to any applicable Service; and (v) You agree, on behalf of the entity you are representing, to this Agreement.

Unless otherwise noted by Lumen in an applicable Service Attachment and unless you have an offline variant of the Master Service Agreement as noted above, Lumen may make changes to this Agreement, including pricing (and any Service Attachments, SLAs and/or linked documents) from time to time. Material changes will become effective 30 days after notice is provided to Customer in accordance with the Notices section below. If You do not agree to the revised terms, You may stop using the applicable Service(s). Continued use of the Services after the effective date of any modifications to the Agreement, will constitute Your consent to the changes and You agree to be bound by the modified terms. It is your responsibility to check the applicable website or portal regularly for modifications to this Agreement. We last modified this Agreement on the date listed above.

 

Lumen may make commercially reasonable updates to the Services from time to time. Lumen will provide notice to Customer if Lumen makes a material change to the Services that has a material impact on Customer's use of the Services.

 

"Service Attachments” means the then-current terms and any other additional terms specific to one or more Services made available on the Lumen Platform, which may be updated by Lumen from time to time upon notice.

 

"Services" means the then-current list of products and services made available on the Lumen Platform from time to time upon notice. Your election to activate and/or create an account for any Services, including new Services or features added from time to time, constitutes your acceptance of this Agreement and the applicable Service Attachment associated with those Services.

 

“Order” will also mean online activation of self-provisioned Services, including (i) submitting a request for Service via “create,” “activate,” “Submit Order” or similar request within the portal and self-provisioning requested components; and (ii) agreeing to the applicable order summary or confirmation of Service activation request at the pricing included within the summary or confirmation page by clicking “complete”.

 

Invoicing. You agree monthly invoices may vary based on usage, applicable monthly recurring fees, billing components, other one-time charges, taxes and fees, and the combination of Services You deploy. You further agree You are responsible for all charges associated with all services you create or activate on the Lumen Platform (e.g., charges related to any applicable tiers or components), including any changes you make to the Services.

 

Currency. Customer acknowledges that for those Services with pricing stated within the Lumen Platform, pricing is shown in US Dollars (USD); however, Customer will be billed in the currency associated with the applicable BAN selected during the account set up process. Lumen reserves the right to use dynamic exchange rates to calculate all non-USD billing. This means that the exchange rate published on the day each respective monthly invoice is created will be the exchange rate used to appropriately convert the invoiced amounts from USD to the applicable currency. In the alternative, Lumen reserves the right to adjust the exchange rates on a regular basis (e.g. quarterly). Exchange rate adjustments will not be deemed a rate adjustment.

Unless otherwise expressly provided in a Service Attachment, a “Connection Notice” for Services activated on the Lumen Platform means a notice You receive within the applicable portal indicating “Your Instance was successfully provisioned and is ready for use” or similar system generated notice. This notice also serves as Your Service Commencement Date, is the date/time in which billing commences, and constitutes Lumen’s acceptance of Customer’s request for Service.

Promotions. Lumen may, from time to time, make certain promotional offers available for select Services made available on the Lumen Platform. If You elect to activate any Service subject to a then current promotion, You agree to comply with the terms, conditions and limitations of the applicable promotion.

 

Feedback. Customer agrees to be contacted by Lumen and to provide feedback on the products and services enabled by the Lumen Platform Agreement. In the event Customer elects to communicate to Lumen suggestions for improvements to the Software or Service (“Feedback”), Lumen will own all right, title and interest in and to the Feedback, even if Customer has designated the Feedback as confidential, and Lumen will be entitled to use the Feedback without restriction. Customer irrevocably assigns all right, title, and interest in and to the Feedback to Lumen and agrees to provide Lumen such assistance as it may require to document, perfect and maintain Lumen’s rights to the Feedback.

 

Discontinuation of Services. Lumen will notify Customer at least 30 days before discontinuing any Service unless Lumen replaces the discontinued Service or functionality with a materially similar Service or functionality.

 

References to Service install or installation in the applicable Master Service Agreement will also refer to Service activation or any other Lumen generated response that Service is available and ready to configure.

 

Unless otherwise expressly stated in a Service Attachment, Lumen does not guarantee activation times for any Services deployed on the Lumen Platform. Any right of termination for installation delay does not apply to Services made available on the Lumen Platform.

 

Notice. Lumen may provide any notice to Customer under this Agreement by: (i) posting a notice on the applicable website or portal; or (ii) sending a message to the email address then associated with the Customer account. Notices posted on the website will be effective upon posting or as otherwise stated in the notice and notices provided by email will be effective when the email is sent. It is the Customer’s responsibility to keep their email address current. The Customer will be deemed to have received any email sent to the email address then associated with the Customer account when the email is sent, whether or not Customer actually receives the email. Customer acknowledges that notice provided in accordance with this section is in lieu of and not in addition to any legal notice section of any offline agreement or Service Attachment.

Inactivity. Lumen may provide notice to Customer if, for a period of 60 days (a) Customer has not accessed or used the Lumen Platform; and/or (b) pay as you go or usage based Services have not incurred any charges. If Customer does not respond within 30 days of its intent to either maintain access to the Lumen Platform or utilize the Services, Lumen reserves the right to terminate access or the affected Services and/or this Agreement, as applicable upon 30 days' advance notice. Termination for inactivity means access to the applicable portal will terminate, Customer content will be deleted and Customer may be required to re-register for Services and/or create new credentials in order to activate new or additional Services.

 

Notwithstanding any terms to the contrary in Section B or in any Service Attachment, no resale of Services activated on the Lumen Platform is permitted.

 

Privacy Notice: Any personal information or data that is collected, used or shared by Lumen in connection with this Agreement or the Services is subject to the Privacy Notice.

 

Data protection: Any processing of personal information or data on Your behalf via the Services is subject to the Data Protection Addendum, which is a Service Attachment for purposes of the Agreement.

 

If any type of economic, trade or other governmental or transactional sanction applies to the performance of Lumen’s obligations under this Agreement or to Customer’s use or permitted resale of this service, Lumen may immediately terminate the affected Service without liability, upon written notice to Customer.

 

In addition to any other term of acceptable use in the Master Services Agreement, You represent and warrant that use the Services in compliance with all applicable laws, rules and regulations that govern the supply and use of services. You will have and maintain relevant permissions, authorization and licenses to install and use the Services. You are responsible for any use or misuse of Services including use of Services by its end users. Any use of Service by end user shall be attributed to the Customer as if it had used the Services. You will defend Lumen and its affiliates from any claims arising from or related to Your breach of this provision, including any claims related to Lumen’s exercise of all available remedies, including suspension or termination as provided below. Customer will also pay any costs of settlement or any damages finally awarded by a court of competent jurisdiction against Lumen and payable to such third party as a result of such claims.

 

Notwithstanding any other provision in any applicable terms, Lumen will have the right to immediately suspend or terminate the service should there be any actual or alleged breach of applicable law, rules or regulation including pursuant to a notice/direction from any governmental authority to do so.

 

In the event of a conflict in any term of any documents that govern the provision of Services, the following order of precedence will apply in descending order of control: these Section A. Additional Terms, the Service Attachments, the applicable Master Services Agreement, and the Order(s).

B. General Master Service Agreement terms. The general Master Service Agreement terms apply to Customer’s use of Lumen Services

1. Term. The term of the Agreement will commence on the Effective Date and continue until the expiration of the last Service term, unless earlier terminated in accordance with the Agreement (“Term”).

 

2. Service. Lumen will provide Service in accordance with the Agreement, including all applicable Service Schedules, Service Exhibits, Statements of Work, Order(s), pricing attachments, and any other documents that are attached or expressly incorporated into the Agreement (“Service Attachments”). Additional Service Attachments may be added by Amendment or by Customer placing an Order.

 

3. Order(s). Customer may submit requests for Service in a form designated by Lumen (“Order”). The term for a Service is defined in the applicable Service Attachment (“Service Term”). Unless otherwise set forth in a Service Attachment, Service will continue month-to-month at the expiration of the Service Term at the existing rates, subject to adjustment by Lumen on 30 days’ written notice. Lumen will notify Customer of acceptance of requested Service in the Order by delivering (in writing or electronically) the date by which Lumen will install Service (the “Customer Commit Date”), by delivering the Service, or by the manner described in a Service Attachment. Renewal Orders will be accepted by Lumen’s continuation of Service. For moves, adds or changes agreed to by Lumen, Customer will pay Lumen’s then current charges unless otherwise specifically stated in a Service Attachment.

 

4. Cancellation and Termination Charges. Unless otherwise set forth in a Service Attachment:

 

(a) Customer may cancel an Order (or portion of an Order) prior to the delivery of a Connection Notice upon written notice to Lumen identifying the affected Order and Service. If Customer does so, Customer will pay Lumen a cancellation charge equal to the sum of: (1) for “Off-Net” Service, third party termination charges for the cancelled Service; (2) for “On-Net” Service, one month’s monthly recurring charges for the cancelled Service; (3) the non-recurring charges for the cancelled Service; and (4) Lumen’s out-of-pocket costs (if any) incurred in constructing facilities necessary for Service delivery. “Off-Net” is defined as local access circuits not provided on the network owned and operated by Lumen and its affiliates. “On-Net” is defined as local access circuits provided on the network owned and operated by Lumen and its affiliates.

 

(b) Customer may terminate a specified Service after the delivery of a Connection Notice upon 30 days’ written notice to Lumen. If Customer does so, or if Service is terminated by Lumen as the result of Customer’s default, Customer will pay Lumen a termination charge equal to the sum of: (1) all unpaid amounts for Service actually provided; (2) 100% of the remaining monthly recurring charges for months 1-12 of the Service Term; (3) 50% of the remaining monthly recurring charges for month 13 through the end of the Service Term; and (4) if not recovered by the foregoing, any termination liability payable to third parties resulting from the termination and any out-of-pocket costs of construction to the extent such construction was undertaken to provide Service under this Agreement. The charges in this Section represent Lumen’s reasonable liquidated damages and are not a penalty.

5. Scheduled Maintenance and Local Access. Scheduled maintenance will not normally result in Service interruption. Unless otherwise set forth in a Service Attachment, if scheduled maintenance requires Service interruption Lumen will: (1) provide Customer seven days’ prior written notice, (2) work with Customer to minimize interruptions and (3) use commercially reasonable efforts to perform such maintenance between midnight and 6:00 a.m. local time. If third-party local access services are required for the Services, Customer will: (1) provide Lumen with circuit facility and firm order commitment information and design layout records to enable cross-connects to Lumen Service(s) (provided by Lumen subject to applicable charges), (2) cooperate with Lumen (including changing demarcation points and/or equipment and providing necessary LOAs) regarding circuit grooming or re-provisioning, and (3) where a related Service is disconnected, provide Lumen a written disconnection firm order commitment from the relevant third-party provider. Lumen may re-provision any local access circuits from one Off-Net provider to another or to the Lumen On-Net service, and such changes will be treated as scheduled maintenance.

 

6. Service Levels.

 

(a) Any “Service Level” commitments applicable to Services are contained in the Service Attachments applicable to each Service. If Lumen does not meet a Service Level, Lumen will issue to Customer a credit as stated in the applicable Service Attachment on Customer’s request, except that credits will not be provided for Excused Outages. Lumen’s maintenance log and trouble ticketing systems are used to calculate Service Level events. Excused Outages mean scheduled maintenance under Section 5 and force majeure events, unless otherwise defined in a Service Attachment.

 

(b) Unless otherwise set forth in a Service Attachment, to request a credit, Customer must contact Customer Service (contact information is located at https://www.lumen.com/en-us/contact-us.html) or deliver a written request with sufficient detail to identify the affected Service. The request for credit must be made within 60 days after the end of the month in which the event occurred. Total monthly credits will not exceed the charges for the affected Service for that month. Customer's sole remedies for any non¬performance, outages, failures to deliver or defects in Service are contained in the Service Levels applicable to the affected Service.

 

7. Right of Termination for Installation Delay. Unless otherwise set forth in a Service Attachment, in lieu of installation Service Level credits, if Lumen’s installation of Service is delayed by more than 30 business days beyond the Customer Commit Date, Customer may terminate the affected Service without liability upon written notice to Lumen, provided such written notice is delivered prior to Lumen delivering a Connection Notice for the affected Service. This Section will not apply where Lumen is constructing facilities to a new location not previously served by Lumen.

 

8. Default. If (a) Customer fails to make any payment when due and such failure continues for five business days after Lumen’s written notice, or (b) either party fails to observe or perform any other material term of this Agreement and such failure continues for 30 days after the other party’s written notice, then the non-defaulting party may: (i) terminate this Agreement and/or any Order, in whole or in part, and/or (ii) subject to Sections 9.1 (Damages Limitations) and 6 (Service Levels), pursue any remedies it may have at law or in equity.

9. Liabilities and Disclaimers.

 

9.1 Damages Limitations. Neither party will be liable for any damages for lost profits, lost revenues, loss of goodwill, loss of anticipated savings, loss of data or cost of purchasing replacement services, or any indirect, incidental, special, consequential, exemplary or punitive damages arising out of the performance or failure to perform under this Agreement or any Order.

 

9.2 Disclaimer of Warranties. LUMEN MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE, EXCEPT THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT OR ANY APPLICABLE SERVICE ATTACHMENT.

 

10. Billing and Payment.

 

10.1 Commencement of Billing. Unless otherwise set forth in a Service Attachment, Lumen will deliver written or electronic notice (a “Connection Notice”) to Customer when Service is installed, at which time billing will commence ("Service Commencement Date"). If Customer notifies Lumen within three days after delivery of the Connection Notice that Service is not functioning properly, Lumen will correct any deficiencies and, upon Customer’s request, credit Customer’s account in the amount of 1/30 of the applicable monthly recurring charge (MRC) for each day the Service did not function properly. If Lumen cannot complete installation due to Customer delay or inaction, Lumen may begin charging Customer for the Service, and Customer will pay such charges.

 

10.2 Payment of Invoices and Disputes. Unless otherwise set forth in a Service Attachment, Invoices are delivered or made available monthly and due 30 days after the invoice date. Fixed charges are billed in advance and usage-based charges are billed in arrears. Customer’s payments to Lumen must be made via an ACH transfer or any Lumen approved payment portal (e.g., Control Center) in the currency stated on the invoice. Lumen may charge administrative fees where Customer’s payment and invoice preferences deviate from Lumen’s standard practices. Past due amounts bear interest at 1.5% per month or the highest rate allowed by law (whichever is less). Lumen may charge Customer reasonable attorneys' fees and any third-party collection costs Lumen incurs in collecting such amounts. Customer is responsible for all charges regarding the Service, even if incurred as the result of unauthorized use. If Customer reasonably disputes an invoice, Customer must pay the undisputed amount and submit written notice of the disputed amount (with details of the nature of the dispute and the Services and invoice(s) disputed). Disputes must be submitted in writing within 90 days from the date of the invoice. If Lumen determines in good faith that a disputed charge was billed correctly, Customer must pay such amounts within 10 days after Lumen provides notice of such determination. Customer may not offset disputed amounts from one invoice against payments due on the same or another account.

 

10.3 Taxes and Fees. Customer is responsible for all taxes and fees arising in any jurisdiction imposed on Customer, Lumen, or a Lumen affiliate incident to the provision, sale or use of Service. This includes value added, consumption, sales, use, gross receipts, withholding, excise, ad valorem, franchise or other taxes, fees, duties or surcharges (e.g., regulatory and 911 surcharges), along with similar charges stated in a Service Attachment (collectively “Taxes and Fees”). This does not include taxes based on Lumen’s net income. Some Taxes and Fees, and costs of administering them, are recovered through a percentage surcharge(s) on the charges for Service. If Customer is required by law to make any deduction or withholding of withholding Taxes from any payment due under this Agreement to Lumen, then Customer must increase the gross amount payable so that, after any deduction or withholding for such withholding Taxes, the net amount paid to Lumen will not be less than Lumen would have received had no such deduction or withholding been required. Charges for Service are exclusive of Taxes and Fees. Customer may present Lumen with an exemption certificate that eliminates Lumen’s obligation to pay certain Taxes and Fees. The exemption will apply prospectively. For additional details on taxes and surcharges that are assessed, visit www.lumen.com/taxes.

 

10.4 Credit Approval and Deposits. Customer will provide Lumen with credit information as requested. Lumen may require Customer to make a deposit as a condition of Lumen’s acceptance of any Order or continuation of: (a) usage-based Services; or (b) non-usage based Service where Customer fails to timely pay Lumen or Lumen reasonably determines that Customer has had an adverse change in financial condition. Deposits will not exceed two months’ estimated charges for Service and are due upon Lumen’s written request. When Service is discontinued, the deposit will be credited to Customer's account and the balance refunded.

 

10.5 Regulatory and Legal Changes. If changes in applicable law, regulation, rule or order materially affect delivery of Service, the parties will negotiate appropriate changes to this Agreement. If the parties cannot reach agreement within 30 days after Lumen’s notice requesting renegotiation, Lumen may, on a prospective basis after such 30-day period, pass any increased delivery costs on to Customer. If Lumen does so, Customer may terminate the affected Service on notice to Lumen delivered within 30 days of the cost increase taking effect.

11. Customer Premises; Title to Equipment. If access to non-Lumen facilities is required for the installation, maintenance, grooming, movement, upgrade and/or removal of Lumen network or equipment, Customer will, at its expense: (a) secure such right of access and (b) arrange for the provision and maintenance of power and HVAC as needed for the proper operation of such equipment and network. Title to Lumen-provided equipment (including software) remains with Lumen. Customer will not create or permit to be created any encumbrances on Lumen-provided equipment.

12. Acceptable Use Policy and Data Protection. Customer must comply with the Acceptable Use Policy (“AUP”), which is available at https://www.lumen.com/en‑us/about/legal/acceptable‑use‑policy.html, for Services purchased under this Agreement. Lumen may reasonably modify this policy to ensure compliance with applicable laws and regulations and to protect Lumen's network and customers. If Customer will use the Services to process personal data subject to privacy or data protec

13. Critical 9-1-1 Circuits. The Federal Communications Commission’s 9-1-1 reliability rules mandate the identification and tagging of certain circuits or equivalent data paths that transport 9-1-1 calls and information (“9-1-1 Data”) to public safety answering points. These circuits or equivalent data paths are defined as Critical 911 Circuits in 47 C.F.R. Section 12.4(a)(5). Lumen policies require tagging of any circuits or equivalent data paths used to transport 9-1-1 Data. Customer will cooperate with Lumen regarding compliance with these rules and policies and will notify Lumen of all Services Customer purchases under this Agreement utilized as Critical 911 Circuits or for 9-1-1 Data.

 

14. International Services. For Services provided outside the United States, Customer or its local affiliate may be required to enter into a separate local country addendum/agreement (as approved by local authorities) ('LCA') with the respective Lumen affiliate that provides the local Service(s). Such Lumen affiliate will invoice Customer or its local affiliate for the respective local Service(s).

15. General Terms.

 

15.1 Force Majeure. Neither party will be liable, nor will any credit allowance or other remedy be extended, for any failure of performance or equipment due to causes beyond such party’s reasonable control (“force majeure event”).

 

15.2 Assignment and Resale. Neither party may assign its rights or obligations under this Agreement or any Service Attachment without the prior written consent of the other party, which will not be unreasonably withheld. However, either party may assign its rights and obligations under this Agreement or any Order without the consent of the other party: (1) to any subsidiary, parent, or affiliate that controls, is controlled by, or is under common control with that party; (2) pursuant to the sale or transfer of substantially all of the business or relevant assets of that party; or (3) pursuant to any financing, merger, or reorganisation of that party. This Agreement and all Service Attachments will apply to any permitted transferees or assignees. Any assignee of the Customer must have a financial standing and creditworthiness equal to or better than the Customer's. Unless otherwise set forth in a Service Attachment, Customer may provide Service to third parties or use the Services in connection with goods or services provided by Customer to third parties (“Customer Provided Services”). Customer will indemnify, defend and hold Lumen and its affiliates harmless from any claims arising from or related to any Customer Provided Services. If Customer sells telecommunications services, Customer certifies that it has filed all required documentation and will at all times have the requisite authority with appropriate regulatory agencies respecting the same. Nothing in this Agreement confers upon any third party any right, benefit or remedy.

 

15.3 Affiliates. Lumen may use a Lumen affiliate or a third party to provide Service to Customer, but Lumen will remain responsible to Customer for Service delivery and performance. Customer’s affiliates may purchase Service under this Agreement, and Customer will be jointly and severally liable for all claims and liabilities related to Service ordered by any Customer affiliate.

 

15.4 Notices. Notices will be in writing and deemed received if delivered personally, sent via facsimile, pre-paid overnight courier, electronic mail (if an e-mail address is provided below) or sent by U.S. Postal Service or First Class International Post. Unless otherwise provided for in a Service Attachment, requests for disconnection of Service (other than for default) must be submitted to Lumen via Customer’s portal at https://www.centurylink.com/business/login/ or via the following website / link: https://www.lumen.com/help/en-us/disconnects.html and will be effective 30 days after receipt (or such longer period set forth in a Service Attachment). Notices for billing inquiries/disputes or requests for Service Level credits must be submitted to Lumen via Customer’s portal at https://www.centurylink.com/business/login/ or via Email at: billing@lumen.com. Customer failure to follow this process and/or provide complete information may result in continued charges that will not be credited. All legal notices will be addressed to Lumen at: 931 14TH Str., #900, Denver, CO 80202; Fax: 888-778-0054; Attn.: Notice Coordinator; and to any electronic or physical address of Customer as provided in the Agreement or in its absence, to Customer’s address identified on the Order or as reflected in Lumen's records, Attn. General Counsel.

 

15.5 Confidentiality. Neither party will: (a) disclose any of the terms of the Agreement; or (b) disclose or use (except as expressly permitted by, or required to achieve the purposes of, the Agreement) the confidential information received from the other party. A party may disclose Confidential Information if required to do so by a governmental agency, by operation of law, or if necessary, in any proceeding to establish rights or obligations under the Agreement. Each party will limit disclosure and access to confidential information to those of its employees, contractors, attorneys or other representatives who reasonably require such access to accomplish the Agreement’s purposes and who are subject to confidentiality obligations at least as restrictive as those contained in the Agreement. “Confidential Information” means any commercial or operational information disclosed by one party to the other in connection with the Agreement and does not include any information that: (a) is in the public domain without a breach of confidentiality; (b) is obtained from a third party without violation of any obligation of confidentiality; or (c) is independently developed by a party without reference to the Confidential Information of the other party.

 

15.6 Intellectual Property Ownership; Use of Name and Marks. Nothing in the Agreement or the performance under the Agreement will convey, license, or otherwise transfer any right, title, or interest in any intellectual property or other proprietary rights held by either party or its licensors. Neither party will use the name or marks of the other party or any of its affiliates for any purpose or issue any press release or public statement relating to this Agreement without the other party’s prior written consent.

 

15.7 Governing Law; Amendment. This Agreement will be governed and construed in accordance with the laws of the State of New York, without regard to its choice of law rules. Each party will comply with all applicable laws, rules and regulations associated respectively with Lumen’s delivery or Customer’s use of the Service under the Agreement. This Agreement, including any Service Attachments, constitutes the entire and final agreement and understanding between the parties with respect to the Service and supersedes all prior agreements relating to the Service. Lumen is not subject to any obligations that are not explicitly identified in this Agreement. This Agreement may only be modified or supplemented by an instrument executed by an authorised representative of each party. No failure by either party to enforce any right(s) under this Agreement will constitute a waiver of such right(s).

 

15.8 Relationship and Counterparts. The relationship between the parties is not that of partners, agents, or joint venturers. This Agreement may be executed in one or more counterparts, all of which taken together will constitute one instrument. Digital signatures and electronically exchanged copies of signed documents will be sufficient to bind the parties to this Agreement.

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