Services and Service Orders. 1.1. Customer may order Services for itself and its Affiliates. For each of the Services to which Customer subscribes, Customer will (i) execute an attachment to this Master Service Agreement listing the Services and setting forth the price, minimum duration of Service, renewal terms and any Service- specific terms and conditions (hereinafter a “Service Order Form”), or (ii) assent to the terms of an electronic document delivered to Customer by Masergy containing information set forth in the Service Order Form. Customer consents to the use of electronic documents and records in connection with the performance of this Master Service Agreement and delivery of the Services by Masergy. Each Service Order Form shall be attached to this Master Service Agreement. A Service Order Form shall be effective upon Acceptance. 1.2. The Services may be provided over Masergy’s, or its Affiliates’ or subsidiaries’ networks, or through resale and may include any provision of equipment, cabling, circuits, facilities, systems or software undertaken by Masergy or on Masergy's behalf. 1.3. In addition to its Affiliates or subsidiaries, Masergy may use contractors and/or other third parties in providing the Services (such parties while performing work on Masergy’s behalf are referred to herein as “Contractors”), provided that billing for any such Services will be provided by Masergy or an Affiliate or subsidiary of Masergy. Notwithstanding anything to the contrary, Masergy shall: (a) be responsible for ensuring that the Services conform to all applicable terms of this Agreement; and (b) have in place legally binding agreements with such Contractors sufficient to enable Masergy to comply with its obligations under this Agreement. 1.4. Masergy shall provide Customer with Service credits in accordance with the then-current service level agreement (“SLA”), which are incorporated herein by reference and available at ▇▇▇.▇▇▇▇▇▇▇.▇▇▇. Masergy reserves the right to amend the SLA, from time to time, effective upon posting of the revised SLA at its web site or by other notice delivered to Customer by Masergy using contact information most recently provided to Masergy by Customer. Outages attributable to Customer- provided local access circuits shall not be included in the calculation of Service unavailability. In the event of an outage or other performance issues that Masergy determines are attributable to a Customer- provided service, such outage will be referred back to the Customer. Notwithstanding the foregoing, Masergy shall have no liability for the failure of the Internet, local loops, or other circuits, connections or services not provided by Masergy or Contractors. 1.5. Masergy may substitute, change, or rearrange any equipment, facility or system used in providing Services from time to time, but shall not thereby alter the technical parameters of the Services provided in any materially adverse manner. Customer agrees to cooperate in the event that Masergy determines that it is necessary to change a third party service provider; provided, Customer doesn’t incur any additional costs for the affected Service, unless such change is requested by the Customer. Notwithstanding the foregoing, Masergy reserves the right to substitute the type of local access loop connectivity for IT Service(s); provided, there is no change in pricing and the total bandwidth of the local access loop connectivity for the affected Service is equal to or greater than the bandwidth listed on the applicable Service Order Form for such Service. 1.6. All use of the Services must comply with the then-current version of Masergy’s acceptable use policy (“AUP”), which is incorporated herein by this reference and is available at ▇▇▇.▇▇▇▇▇▇▇.▇▇▇. Masergy reserves the right to amend the AUP from time to time, effective upon posting of the revised AUP at its web site or by other notice to Customer.
Appears in 2 contracts