Version Date: May 4, 2022
These Lumen Edge Services Terms and Conditions, comprised of the Additional Terms in Section A below, and the general 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’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.
LUMEN EDGE 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 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 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 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.
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 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. 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 e 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 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”.
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 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 for Edge Services, 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 for Edge Services 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) 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 for Edge Services 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 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 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 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 general Master Service Agreement terms apply to Customer’s use of Lumen’s Edge Computing Solutions.
(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.
(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 http://www.centurylink.com/business) 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.