AT&T Wholesale Agreement - AT&T Clec Online

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General Terms and Conditions/AT&T LOUISIANA
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Cricket Communications, Inc.
Version: 2Q09 – Two-Way CMRS ICA - Wireless – 05/05/09
on which such undercharge or overcharge originated until the date on which such credit is issued or payment is
made and available.
13.8 Except as may be otherwise provided in this Agreement, audits shall be performed at Auditing Party’s expense,
subject to reimbursement by Audited Party of one-quarter (1/4) of any independent auditor's fees and expenses in
the event that an audit finds, and the Parties subsequently verify, a net adjustment in the charges paid or payable by
Auditing Party hereunder by an amount that is, on an annualized basis, greater than five percent (5%) of the
aggregate charges for the audited services during the period covered by the audit.
13.9 Any disputes concerning audit results shall be referred to the Parties’ respective personnel responsible for informal
resolution. If these individuals cannot resolve the dispute within thirty (30) calendar days of the referral, either Party
may request in writing that an additional audit shall be conducted by an independent auditor acceptable to both
Parties, subject to the requirements set out in Section 13.1 above. Any additional audit shall be at the requesting
Party’s expense.
14.0 Disclaimer of Representations and Warranties
14.1 DISCLAIMER. EXCEPT AS SPECIFICALLY PROVIDED TO THE CONTRARY IN THIS AGREEMENT, NEITHER
PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES TO THE OTHER PARTY CONCERNING THE
SPECIFIC QUALITY OF ANY SERVICES, OR FACILITIES PROVIDED UNDER THIS AGREEMENT. THE
PARTIES DISCLAIM, WITHOUT LIMITATION, ANY WARRANTY OR GUARANTEE OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE, ARISING FROM COURSE OF PERFORMANCE, COURSE OF
DEALING, OR FROM USAGES OF TRADE.
15.0 Limitation of Liability
15.1 Except for any indemnification obligations of the Parties hereunder, each Party’s liability to the other for any Loss
relating to or arising out of any cause whatsoever, including any negligent act or omission (whether willful or
inadvertent) whether based in contract, tort, strict liability or otherwise, relating to the performance of this Agreement,
shall not exceed a credit for the actual cost of the Facilities, products, services or functions not performed or provided
or improperly performed or provided.
15.2 Except as otherwise expressly provided in specific Attachments, in the case of any Loss alleged or claimed by a
Third Party to have arisen out of the negligence or willful misconduct of any Party, each Party shall bear, and its
obligation shall be limited to, that portion (as mutually agreed to by the Parties or as otherwise established) of the
resulting expense caused by its own negligence or willful misconduct or that of its agents, servants, contractors, or
others acting in aid or concert with it.
15.3 A Party may, in its sole discretion, provide in its tariffs and contracts with its End Users or Third Parties that relate to
any Interconnection products and/or services provided or contemplated under this Agreement that, to the maximum
extent permitted by Applicable Law, such Party shall not be liable to such End User or Third Party for (i) any Loss
relating to or arising out of this Agreement, whether in contract, tort or otherwise, that exceeds the amount such Party
would have charged the End User or Third Party for the Interconnection products and/or services that gave rise to
such Loss and (ii) any Consequential Damages. If a Party elects not to place in its tariffs or contracts such
limitation(s) of liability, and the other Party incurs a Loss as a result thereof, the first Party shall indemnify and
reimburse the other Party for that portion of the Loss that would have been limited had the first Party included in its
tariffs and contracts the limitation(s) of liability described in Section 15.0 above.
15.4 Neither WSP nor AT&T LOUISIANA shall be liable to the other Party for any Consequential Damages suffered by the
other Party, regardless of the form of action, whether in contract, warranty, strict liability, tort or otherwise, including
negligence of any kind, whether active or passive (and including alleged breaches of this Agreement and causes of
action alleged to arise from allegations that breach of this Agreement constitutes a violation of the Act or other
statute), and regardless of whether the Parties knew or had been advised of the possibility that such damages could
result in connection with or arising from anything said, omitted, or done hereunder or related hereto, including willful
acts or omissions; provided that the foregoing shall not limit a Party’s obligation under Section 15.0 above to
indemnify, defend, and hold the other Party harmless against any amounts payable to a Third Party, including any
Losses, and Consequential Damages of such Third Party; provided, however, that nothing in this Section 15.4 shall
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