Customer Premises Equipment (CPE)
Online Service Document
I. SERVICE DESCRIPTION
1. MCI Communications Services, Inc. d/b/a Verizon Business Services (MCI Legacy Company) provides seven types of customer premises equipment (CPE) service under the terms set forth in this Customer Premises Equipment document (CPE Terms), the Non-Telecommunications Service Guide, and any applicable Customer-signed agreement (the Signed Agreement): (i) purchase (i.e., MCI Legacy Company sale); (ii) purchase, installation and maintenance subject to third-party lease (iii) monthly rental; (iv) term rental; (v) installation service; (vi) maintenance service; and (vii) maintenance takeover service. Customer agrees to Purchase, Purchase, Installation and Maintenance Subject to Third-Party Lease, Rental Service (monthly or term), Installation Service and/or Maintenance Service (as applicable) with respect to each item of CPE ordered from MCI Legacy Company (Equipment), or in the case of Maintenance Takeover Service, with respect to each item of CPE supplied by Customer under an Order (defined below) accepted by MCI Legacy Company. Due to system constraints, certain CPE services are available only when ordered together. These terms and conditions herein apply only to products and services provided by Company and not other Verizon entities.
2. The following types of CPE service are available:
2.1 Purchase. Purchase means that MCI Legacy Company will sell title to Customer to CPE offered through the process known as its CPE catalog in the U.S. Mainland only. CPE Maintenance Service is not included with CPE Purchase but may be purchased in conjunction with a CPE Purchase.
2.2 Purchase, Installation and Maintenance Subject to Third-Party Lease. Purchase, Installation and Maintenance Subject to Third-Party Lease means that MCI Legacy Company will both sell CPE for Purchase, and provide Installation Service and Maintenance Service on that CPE, based on the understanding that Customer has entered into a leasing arrangement with a third-party acceptable to MCI Legacy Company under which Customer will transfer title to the Lessor but will retain the right to possess, use, install and maintain the CPE.
2.3 Rental Service (Monthly). Rental Service (Monthly) means Customer will rent and MCI Legacy Company will provide Customer with the use of CPE ordered through its CPE catalog for use in the U.S. Mainland for the period determined by the Section below titled Service Term (Short). CPE Rental Service Monthly includes Maintenance Service. Customers ordering Rental Service (Monthly) also must order Installation Service.
2.4 Rental Service (Term). Rental Service (Term) means Customer will rent and MCI Legacy Company will provide Customer with the use of CPE ordered through its CPE catalog for use in the U.S. Mainland only for the period determined by the Section below titled Service Term (Long). CPE Rental Service (Term) includes Maintenance Service. Customers ordering Rental Service (Term) also must order Installation Service.
2.5 Installation Service. Installation Service means that MCI Legacy Company will (a) mount the Equipment on suitable Customer-provided receptacles, (b) connect the Equipment to the appropriate interface with the related MCI Legacy Company service, if applicable (e.g., the local exchange carriers service demarcation point), to a suitable Customer-provided interface with Customers network, and to a suitable Customer-provided source of electric power (if applicable), and (c) verify that the Equipment is operating with the related MCI Legacy Company service. Standard Installation Service includes making connections to power sources and other interfaces only to the extent that such connections can be made with standard-length cables. Standard Installation Service is performed only during standard MCI Legacy Company work hours. Installation Service is not available for Maintenance Takeover Service.
2.6 Maintenance Service. Maintenance Service means MCI Legacy Company will do the following (in the U.S. Mainland only) in a good and workmanlike manner:
2.6.1 Use commercially reasonable efforts to isolate any problems with the Equipment and to restore service within the Equipment Mean Time To Repair following receipt of Customers notification that the Equipment is inoperative.
2.6.2 Investigate trouble reports initiated by Customer and repair or replace, at MCI Legacy Companys sole discretion, any of the Equipment which fails to meet the manufacturers published operating specifications for the Equipment.
2.6.3 Replace Equipment it determines needs to be replaced with equipment of like kind and functionality from a manufacturer of MCI Legacy Companys choice at the time of replacement (Exchange Unit). Before replacing Equipment, MCI Legacy Company will attempt to contact Customer to schedule it. The replaced unit will be returned to MCI Legacy Company inventory at MCI Legacy Companys expense. For Equipment to which Customer holds title, upon replacement, Customer will obtain title to the Exchange Unit and MCI Legacy Company will obtain title to the replaced Equipment.
2.7 Maintenance Takeover Service. Maintenance Takeover Service means MCI Legacy Company will provide Maintenance Service for CPE supplied by Customer (rather than ordered from MCI Legacy Company) and identified in an Order accepted by MCI Legacy Company (Customer-supplied CPE). MCI Legacy Company approval of Customer-supplied CPE is required before ordering. For purposes of Maintenance Takeover Service, Customer-supplied CPE will be treated as Equipment.
3. Mean Time To Repair. Equipment Mean Time To Repair (MTTR) is defined as the average time elapsed from the time a CPE Trouble Ticket is created because MCI Legacy Company detects or is notified of a failure of Equipment or other degradation in performance of the Equipment covered by these CPE Terms (Failure) until such time as the Equipments performance is restored to standard functionality by replacing (either temporarily or permanently) or repairing the failed Equipment.
3.1 MTTR Objectives. For Failures occurring at locations which are within a 60 mile radius of a MCI Legacy Company authorized service center in the U.S. Mainland, the MTTR objective is to restore Equipment to standard functionality within four hours after notice, 24 hours per day, seven days per week. For failures at all other locations in the U.S. Mainland, the MTTR objective is to restore Equipment to standard functionality within 24 hours after notice, 24 hours per day, seven days per week. Any time during which MCI Legacy Company does not have immediate access to the Equipment will not be counted in calculating MTTR.
4. Orders. Customer may order CPE service orally, by an unsigned writing, or by a signed writing, as specified below, each, an Order. For purposes of this section, writings include e-mail and other electronic forms.
4.1 Signed orders. Customers may order CPE services through a signed writing. MCI Legacy Company may accept electronic writings and electronic signatures at its discretion.
4.2 Unsigned orders. Customers may order
CPE services orally or through unsigned writings if the Order is confirmed. An
Order is deemed confirmed if (a) MCI Legacy Company sends to Customer written
documentation of each specific item of Equipment ordered, its current price,
and the Customer location, and (b) Customer does not promptly notify MCI Legacy
Company that the documentation is not correct. Customer is bound by MCI Legacy
Company documentation of an Order that has been confirmed the same as it would
be to an Order the Customer has signed.
II. DEFINITIONS: The Online Definitions apply.
III. FEATURES AND OTHER OPTIONS: None.
IV. RATES AND CHARGES:
1. Purchase and Purchase, Installation and Maintenance Subject to Third-Party Lease. For Purchases and the Purchase element of Purchase, Installation and Maintenance Subject to Third-Party Lease, and Installation Service, Customer will be charged the Purchase rate stated on an Order, provided that rate is current i.e., was first quoted within 45 days of the Orders submission (a Current Rate). If the rate stated on an Order is not a Current Rate, a new Order with a Current Rate quote may be required.
2. Rental Service (Monthly and Term) and Maintenance (including Maintenance Takeover) Service. For Rental Service (Monthly), Rental Service (Term), Maintenance Service, and Maintenance Takeover Service, Customer will be charged the rate stated on an Order (provided it is a Current Rate), except that after the expiration of any Service Term commitment selected by Customer with respect to a particular unit of Equipment, MCI Legacy Company may change the rates for Rental Service and Maintenance Service and will provide 30 days notice of any increase. Such notice may be provided under the standard notice provision of the relevant Signed Agreement, by invoice notice, or by posting the changes to the relevant parts of this Guide if applicable. If the rate stated on an Order is not a Current Rate, a new Order with a Current Rate quote may be required.
3. Paper Invoice Charge applies.
4. Convenience Payment Charge applies.
V. TERMS AND CONDITIONS: The Online Master Terms - Terms and Conditions of Service apply, as supplemented by the following (which take precedence to the extent of any conflict with the general terms).
1. Customers Responsibilities. Customer must:
use the Equipment in conjunction with communications services or management services provided by MCI Legacy Company;
provide MCI Legacy Company with access to the Equipment during business hours;
report detected Equipment failures and provide information requested by MCI Legacy Company , its contractors, or MCI Legacy Companys designated point of contact, that is necessary or useful for MCI Legacy Company to perform its obligations hereunder;
provide MCI Legacy Company and its contractors with access to Customer facilities, overhead and under floor cable ducts, installation sites and equipment as may be necessary or useful for MCI Legacy Company to perform its obligations hereunder, including but not limited to the Equipment;
endorse Customers name upon any Uniform Commercial Code filings reasonably necessary to protect the interests of MCI Legacy Company , its contractors or assignees, if any, in the Equipment. Consistent with this obligation, Customer hereby authorizes MCI Legacy Company or its assignee to endorse Customers name upon any such Uniform Commercial Code filings;
obtain, as may be necessary, all permits, licenses, variances and other authorizations required by state and local jurisdictions for installation and operation of the Equipment;
provide adequate building, space, circuitry, and power in accordance with the standards established by MCI Legacy Company for proper installation and operation of the Equipment. Such standards are more fully described in the Order;
provide back-up power to the Equipment in the event of a power failure, interruption or outage, if Customer desires such back-up power;
ensure that all of Customers electronic files are adequately duplicated and documented at all times. MCI Legacy Company and its contractors are not responsible or liable for Customers failure to adequately duplicate or document files or for data or files lost during the course of performance of Maintenance Service;
provide a well-lighted and safe working area that complies with all local safety standards and regulations for MCI Legacy Company employees and contractors;
provide MCI Legacy Company employees and contractors with proper security clearances as required. If security passes are required for the MCI Legacy Company employee or contractor or the equipment brought with such person, Customer must be available to provide all required badges, passes, etc. at the time the MCI Legacy Company employee or contractor arrives at the site;
ensure that any failed unit of equipment is free of any encumbrances at the time of the exchange, and remove all external attachments or objects from the unit of equipment to be replaced before the time of exchange. Customer gives up all rights to any such items not removed;
execute a Letter of Authorization sufficient to provide MCI Legacy Company with control of acquisition and management of Customers access facility;
not enter into any contract obligation or any other act or omission (either before or after agreeing to these CPE Terms) inconsistent with its obligations under these CPE Terms;
maintain appropriate customer-specific configuration of any software (including appropriate upgrades or back-ups) related to Equipment; and
provide the following physical and electrical environment specifications for the Equipment. These specifications reflect a normal industrial office environment within the U.S. Mainland, and are consistent with the requirements of the various Equipment manufacturers.
i. Operating Temperature. +40 to +100 degrees Fahrenheit; Rate of change of temperature not to exceed 15 degrees Fahrenheit per hour
ii. Operating Relative Humidity. 20% to 55% Relative Humidity - non-condensing
iii. Air Quality. Environment must be safe for equipment and technicians and must comply with applicable standards, ordinances and laws (including without limitation CPE manufacturer specifications, building codes and OSHA requirements).
iv. Electricity. Phase Nominal Voltage Minimum Maximum:
Single 120 vac 90 vac 132 vac
1 2 208/240 vac 176/204vac 227/264vac
3 208 vac 176 vac 229 vac
3 480 vac 408 vac 528 vac
v. Frequency. Normal Commercial Power
vi. AC Inrush Current. Fuses and Circuit Breakers - capable of handling instantaneous inrush current 10 times the rated input steady state current.
vii. Electrical Outlets. There must be dual or quad standard NEMA L5-15R 3 prong electrical outlets located within 6 feet of the MCI Legacy Company equipment racks for the exclusive use of the MCI Legacy Company -provided Equipment and MCI Legacy Company service technicians. Each receptacle must provide power that meets the specifications under the subsection titled Electricity above and must be powered on a 24 hours a day, 7 days a week basis.
viii. Floor Space. There must be sufficient floor space to accommodate the MCI Legacy Company racks and/or cabinets that contain the Equipment, with unrestricted access of 3 feet or more around all units to accommodate the MCI Legacy Company service technicians and their test equipment.
ix. Recommendation. Electrical isolation should be provided for sensitive electronic Equipment by using motor generators or UPS equipment in areas where heavy industrial equipment is used and/or there are frequent electrical storms.
2. Equipment. Except where explicitly stated otherwise, equipment may not be new but will be in good working order and will meet the specifications in the Order. MCI Legacy Company may suspend normal operations of the Equipment to inspect, test and/or repair it. MCI Legacy Company will use reasonable efforts to perform such inspection, testing and repair without undue delay or undue impact to Customers business.
3. Maintenance Service. MCI Legacy Company has the exclusive right to maintain the Equipment and may use third parties to do so. Customer acknowledges that it is Customers responsibility to replace CPE (or to support the CPE) when it is no longer supported by the CPE manufacturer (Unsupported CPE). Maintenance Service and Maintenance Takeover Service for Unsupported CPE is limited to the level of service MCI Legacy Company can provide using commercially reasonable efforts. Maintenance Service and Maintenance Takeover Service does not include or apply to the following:
3.1 electrical work external to the Equipment or the MCI Legacy Company Network, or otherwise considered in-house wiring;
3.2 repair or replacement of failed Equipment caused by factors outside of Equipment or the MCI Legacy Company Network, such as fire, accident, misuse, vandalism, water, lightning, or failure of its installation site to conform to MCI Legacy Companys specifications;
3.3 use of the Equipment for other than the intended purpose;
3.4 repair of damage caused by the maintenance or repairs performed by a person other than a MCI Legacy Company employee or person authorized by MCI Legacy Company ;
3.5 supplies, accessories, painting, or refurbishing of the Equipment;
3.6 relocation, alteration, additions, or removal of Equipment, parts, or features not furnished by MCI Legacy Company or use of Equipment with other equipment that fails to conform to MCI Legacy Companys specifications;
3.7 cables and connectors between the Equipment and any other equipment on Customers premises after the expiration of the limited cable and connector warranty set forth in the Section of the CPE Terms below titled Limitation of Liability and Limited Warranty; and,
3.8 power or back-up power to or from the Equipment.
3.9 configuration of software associated with the Equipment; and
3.10 network monitoring.
4. Service Availability Limitations. Systems and other constraints limit the availability of particular products and services under certain conditions. For example, Installation Service, Maintenance Service, and Maintenance Takeover Service is not generally available for IP phones (except that installation is available for IP phones ordered from MCI Legacy Company at the same time as the related VoIP service with which they will be used). Accordingly, any requirement under the CPE Terms and a Signed Agreement for Customer to order maintenance (and installation) service from MCI Legacy Company does not apply to IP phones when that service is not available.
5. Invoices. Invoices may be issued by MCI Legacy Company monthly or annually, as applicable. Monthly invoices will reflect one-twelfth (1/12) of the annual rate for service, where applicable. Customer may not withhold payment of any amount invoiced under the CPE Terms based on abatement, reduction, set-off, defense, counterclaim or recoupment in connection with any past, present or future claim Customer may allege against MCI Legacy Company for charges not specifically covered in the CPE Terms or against the manufacturer of any Equipment or any other third party.
6. Insurance. (This Section Applies to Rental Service (Monthly and Term) Only)
6.1 Customer shall maintain insurance, the kinds and in the amounts specified, with insurers of recognized responsibility, licensed to do business in the State(s) where Customers obligations will be performed, and having at least: an A.M. Best's rating of A8, a Standard & Poor's ("S&P's") rating of AA, or a Moody's rating of Aa2. In accordance with the above, Customer shall maintain Commercial General Liability, Property and Casualty or other insurance coverage for damage to the Equipment during such time as Customer bears the risk of loss for such Equipment. The limits of such insurance must be no less than the replacement cost of the Equipment. A combination of primary and excess/umbrella liability policies will be acceptable as a means to meet the limits specifically required hereunder. THE REQUIRED MINIMUM LIMITS OF INSURANCE COVERAGE SET FORTH ABOVE DO NOT IN ANY WAY RESTRICT OR DIMINISH CUSTOMERS LIABILITY UNDER THE MCI Legacy Company CUSTOMER AGREEMENT.
6.2 Customer will submit to MCI Legacy Company a standard "Acord" insurance certificate (or comparable form acceptable to MCI Legacy Company ) signed by an authorized representative of such insurance MCI Legacy Company (ies), certifying that the insurance coverage(s) required hereunder are in effect for the purposes of the CPE Terms. That insurance certificate must certify that no material alteration, modification or termination of such coverage(s) will be effective without at least 30 days advance written notice to MCI Legacy Company .
6.3 All policies must name MCI Legacy Company , its subsidiaries and affiliates, as Additional Insureds as respects Customers liability under the CPE Terms.
6.4 Customer shall permit any authorized representative of MCI Legacy Company to examine Customer's original insurance policies, upon request. If Customer at any time neglects or refuses to provide the insurance required under the CPE Terms, or if such insurance is cancelled or non-renewed, MCI Legacy Company has the right to terminate the CPE Terms, or to pay the costs of securing substitute coverages and bill to Customer for those costs.
6.5 Customer's insurance will be considered primary and not excess or contributing with any other applicable insurance.
7. Moves. Customer shall not move or remove from the street address at which it is located, any item of Equipment maintained under the CPE Terms without MCI Legacy Companys prior written consent.
8. Title and Risk of Loss. Title to Rental Service (Monthly and Term) Equipment remains with MCI Legacy Company or its assignee. Title to each item of Purchase, and Purchase, Installation and Maintenance Subject to Third-Party Lease, Equipment passes to Customer upon MCI Legacy Companys receipt of full payment for such item of Equipment. Customer bears the risk of loss or damage to both Rental Service (Monthly and Term) and Purchase (including Purchase, Installation and Maintenance Subject to Third-Party Lease) Equipment after installation and while such Equipment is located at an installation site and in the case of Rental Service (Monthly and Term) Equipment, shall pay MCI Legacy Company the reasonable and customary costs of repair or replacement of such Equipment if loss or damage occurs. Customer shall provide notice of loss or damage to the Equipment as soon as Customer receives notice of such loss or damage. Customer shall not do anything inconsistent with MCI Legacy Companys or its assignees interest in the Equipment.
9. Order Changes. If the Equipment needs to be changed to meet the requirements for interfacing with the MCI Legacy Company communications service, Customer equipment, or systems, Customer agrees that it will (i) authorize MCI Legacy Company to make such required Equipment changes, (ii) authorize the MCI Legacy Company to amend the Order to reflect such changes, and (iii) pay to MCI Legacy Company any charges that may be incurred.
10. Limitation of Liability and Limited Warranty.
10.1 Neither party will be deemed to be negligent, at fault or liable in any respect for any delay or failure in performance, including the interruption of service, resulting from acts of God, war, accidents, labor disputes, strikes, power interruptions or outages or any other cause beyond the reasonable control of the party delayed; provided, however, that such acts or events do not relieve Customer of its obligation to make payments for invoiced amounts. In no event will MCI Legacy Company be obliged to provide credits for service interruptions to MCI Legacy Company communication services provided to Customer as a result of any act or failure to act under the CPE Terms.
10.2 MCI Legacy Company warrants that Maintenance Service and Maintenance Takeover Service will be performed in a good and workmanlike manner. CUSTOMERS SOLE REMEDY FOR A BREACH OF THIS WARRANTY IS FOR MCI LEGACY COMPANY TO REPERFORM THE DEFECTIVE WORK. MCI Legacy Company warrants that any cables and connectors between the Equipment and any other equipment on Customers premises that are provided by MCI Legacy Company will be in good working order for a period of thirty (30) days after installation, excluding any failure of such cables and connectors caused by Customers misuse or abuse.
10.3 EXCEPT AS SPECIFICALLY SET FORTH IN THESE CPE TERMS, ALL EQUIPMENT PROVIDED BY MCI LEGACY COMPANY IS PROVIDED AS IS WITHOUT WARRANTIES OF ANY KIND. NOTWITHSTANDING THE FOREGOING, THESE CPE TERMS DO NOT LIMIT OR DIMINISH THE WARRANTIES AND SUBLICENSES, IF ANY, OF THE EQUIPMENT MANUFACTURER THAT PASS THROUGH MCI LEGACY COMPANY AND INURE TO THE BENEFIT OF CUSTOMER.
10.4 The parties expressly acknowledge that the limitations of liability, disclaimers and indemnification obligations set forth above reflect a conscious allocation of risk between the parties and that the price of MCI Legacy Companys services would be higher if MCI Legacy Company accepted greater obligations or risks.
11. Service Term.
11.1 Service Term (Short). This provision applies to the following CPE services under these CPE Terms: Purchase; Purchase, Installation and Maintenance Subject to Third-Party Lease; Rental Service (Monthly); Installation Service; Maintenance Service; and Maintenance Takeover Service.
11.1.1 For Purchase and Installation (including those aspects of Purchase, Installation and Maintenance of Third-Party Leased Equipment), the Service Term (Short) ends when the Purchase or Installation has been completed.
11.1.2 For Maintenance Service (including that aspect of Purchase, Installation, and Maintenance of Third-Party Leased Equipment) and Maintenance Takeover Service, the Service Term (Short) for any particular unit of Equipment automatically renews each month until terminated by either party under the following subsection, or until the end of the Term of the Signed Agreement, whichever occurs first.
11.1.3 Either party may terminate the Service Term (Short) for a particular unit of Equipment, with or without cause, effective 30 days after written notice of termination is given to the other party. Customer and MCI Legacy Company may agree to terminate the provision of service under the CPE Terms sooner but Customer is responsible for all CPE service charges until the 30-day notice period has expired.
11.2 Service Term (Long). This provision applies to Rental Service (Term).
11.2.1 The Service Term (Long) for any particular unit of Equipment begins on the date that MCI Legacy Company starts billing for it and continues for the duration of the Service Term commitment selected by the Customer for that Equipment, and thereafter automatically renews each month, until terminated by either party under the following subsection, or until the end of the Term of the Signed Agreement, whichever occurs first.
11.2.2 After the expiration of the Service Term commitment selected by the Customer for a particular item of Equipment, either party may terminate the Service Term (Long) for that Equipment, with or without cause, effective 30 days after written notice of termination is given to the other party. Customer and MCI Legacy Company may agree to terminate the provision of service under the CPE Terms sooner but Customer is responsible for all CPE service charges until the 30-day notice period has expired.
11.3.1 In the event of termination under this Section, MCI Legacy Company shall complete any Installation Service, Maintenance Service, or Maintenance Takeover Service underway, and Customer shall pay for MCI Legacy Companys provision of such service, through the date of completion pursuant to the Section hereof entitled Invoices.
11.3.2 If either party materially or repeatedly defaults in the performance of any of its duties or obligations under the CPE Terms or the general terms of the MCI Legacy Company Customer Agreement, (an Event of Default) and does not substantially cure such Event of Default within ten (10) days after being given written notice specifying the default, then the party not in default may, by giving written notice thereof to the defaulting party, terminate the CPE Terms with respect to any or all units of Equipment, as of a date specified in such notice of termination.
11.3.3 Upon termination, MCI Legacy Company has the right to exercise one or more of the following remedies, in addition to any other remedies MCI Legacy Company may exercise, in law or equity. MCI Legacy Company may:
recover from Customer all amounts due and unpaid, and,
repossess any Equipment for which title has not passed to Customer.
11.3.4 Upon termination prior to the end of a Service Term (Long) commitment selected by a Customer with respect to a particular unit of Equipment, Customer will pay (i) an amount equal to the monthly recurring charges for the terminated service for each month remaining in the Service Term (Long) commitment selected by the Customer with respect to that Equipment, and (ii) any and all credits received by Customer with respect to that Equipment, in full, without setoff or deduction. The parties acknowledge that these payments are not a penalty but reasonably reflect Customers agreement to take or pay for the services and MCI Legacy Companys reliance on that commitment in purchasing and pricing the Equipment, among other factors. These payments are in addition to any other remedies available to MCI Legacy Company .
11.3.5 Customer, at its sole expense, is responsible for removing all Customer-owned Equipment from MCI Legacy Companys terminal and depot locations as soon as reasonably practical after termination of the CPE Terms (with respect to the particular item(s) of Equipment for which service is terminated).
11.3.6 Customer shall return all terminated Rental Service (Monthly and Term) Equipment to MCI Legacy Company in good condition and repair, reasonable and proper depreciation excepted (or otherwise dispose of the Equipment as MCI Legacy Company directs), to the following address, at Customers expense, within five business days after the expiration or termination of the CPE Terms (with respect to the particular item(s) of Equipment for which service is terminated), or the actual termination of service under the CPE Terms if Customer and MCI Legacy Company have agreed to it occurring before the 30-day notice period has expired, whichever is sooner.
PICS TELECOM INTERNATIONAL
1920 Lyell Avenue
Rochester, NY 14606
Phone: (800) 521-7427
ATTN: VzB FIELD RETURNS
(if applicable include the Decom ER or disconnect order)
Customer is liable for any loss or damage to the Equipment resulting from theft, disappearance, fire or any other cause. For each item of such Equipment not returned, for any reason, within the five (5) day period, Customer will be deemed to have purchased such Equipment and shall pay MCI Legacy Company the replacement cost, plus any additional costs incurred by MCI Legacy Company in replacing the Equipment.
12. Independent Contractor Status. MCI Legacy Companys relationship to Customer in the performance of the CPE Terms is that of an independent contractor. Nothing contained in the CPE Terms may be deemed or construed as creating a partnership, joint venture or fiduciary relationship between MCI Legacy Company and Customer.