Version Date: October 26, 2021
These Lumen Edge Services Terms and Conditions, comprised of the Additional Terms in Section A below, the general Master Service Agreement terms in Section B below and Service Attachments (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’s Platform for Edge Services. 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.
If You signed an offline variant of the Master Service Agreement for use of the Services made available on the Lumen Platform for Edge Services, 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 Edge Services. 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 Edge Services Terms and Conditions (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 listed in the portal and in effect at the time you activate Services; (iv) You can bind the entity to all charges and/or billing components associated with any Service (including any function, feature or component) You activate, provision or otherwise access or use within the Lumen Platform for Edge Services, including any changes to any applicable Service; and (v) You agree, on behalf of the entity you are representing, to this Agreement.
Lumen may make changes to this Agreement, including pricing (and any Service Attachments, SLAs and/or linked documents) from time to time. Unless otherwise noted by Lumen and unless you have an offline variant of the Master Service Agreement as noted above, 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 specific to one or more Services made available on the Lumen Platform for Edge Service, which may be updated by Lumen from time to time upon notice.
"Services" or “Edge Services” means the then-current list of products and services made available on the Lumen Platform for Edge Services from time to time upon notice.
“Order” will also mean, for those Services made available on the Lumen Platform for Edge Services, online activation of self-provisioned Services, including (i) submitting a request for Service via “create account,” “activate,” “activate account” 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”. 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 Platform (e.g., charges related to any applicable tiers or components), including any changes you make to the Services.
Currency. Customer acknowledges that pricing for Services 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” 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 for Edge Services. 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.
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 general 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 for Edge Services. Any right of termination for installation delay (see section 7 of general Master Service Agreement terms) does not apply to Lumen Edge Services.
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 Customer’s responsibility to keep its email address current. 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 for Edge Services; and/or (b) Services have not incurred any charges. If Customer does not respond within 30 days of its intent to maintain Services, Lumen reserves the right to terminate the affected Services and/or this Agreement 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 for Edge Services 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 Privacy/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 indemnify, defined and hold Lumen harmless from and against any losses or damages arising from or related to any claims associated with or arising from Your breach of this provision, including any claims related to Lumen’s exercise of all available remedies, including suspension or termination as provided below.
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 Edge Services, the following order of precedence will apply in descending order of control: these Section A. Additional Terms related to Edge Services, the Service Attachments, the applicable Master Services Agreement, and the Order(s).
The following terms apply to Customer’s use of Lumen’s Edge Computing Solutions to the extent the terms are not covered in any applicable Service Attachment.
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”).
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.
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.
Cancellation and Termination Charges. Unless otherwise set forth in a Service Attachment:
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.
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.
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.
Service Levels.
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.
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.
Liabilities and Disclaimers.
Billing and Payment.
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.
Acceptable Use Policy and Data Protection. Customer must comply with the Acceptable Use Policy (“AUP”), which is available at https://www.centurylink.com/aboutus/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 protection law that requires specific terms in place with service providers, Customer is responsible for requesting such terms from Lumen.
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.
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).
General Terms.