Res-2018-154 PSA Ednetics - Laserfiche WebLink

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notification is provided to Ednetics unless the reported trouble is determined to be due to the negligence of Ednetics or its underlying carrier. Customer hereby acknowledges and agrees that its sole and exclusive remedy for an Inter ru ption shall be an Interruption Credit. Exceptions to Interruption Cr~di t applicabi lity to Service(s) are detailed in the app ropr iate Service(s) Attachment. 11. Termination by Ednetics. In the event Customer is in breach ·o f any terms of this Agreement, Ed netics may provide written notice to Customer of such a breach, upon receipt of which Customer shall (i) have ten (1 O) days to cure such breach if the brea ch is due to Customer's non-payment of all undisputed charges by the Due Date or (ii) have thirty (30) days to cure all other breaches of this Agreement. If such breach is not cured by Customer to Ed neti cs satisfaction, in its so le d iscretion, within the applicable c:ure period set forth above, Edn etics may term inate this Agreement and t he affected Attachment(s) and/or Service Order (s)1 in wl'lole .or in part, and discontinue its p rovisio n of Service(s) under this Agreement effe~tive immediately pursuant-to Section 13. Notwithstanding the foregoing, in the eve nt Customer's use of Servi ce(s) violates the Edne tics AUP, Ednetics may suspend the provision of Service (s) to Customer or t erminate thi s Ag reement and the affected Attachment(s) and/or Service Order(s), in whole or in part, effective immediately. 12. Termination by Either Party. Either Party shall have the right to terminate Service(s) without liability includir:ig early termination fees in the fo llowing ins tances; (i) if Ednetics Is p rohibited from furnishing Ser vice(s) under thi s Agreement. (ii) If Cu stomer fails to obtai n state or federal fµnding approva l , t hr0ugn no fault of Customer; however, negotiations for a new agreeme nt mus t be Initiated. The requesting Parw must provide thirty (30) days written notice to the other Party, which notice shall include a request to negotiate a new agreem e~t. If negotia tions for a new agreem ent are not successful and It was determined t hat t he loss of state or federa l fundi ng was not the fault of Customer, Ednetics wl ll waive Ear ly Terminatio n Fees. (i iO If any material rate or term contained herein is subs tantla lly ·changed by order of the highest co urt of any comp etent jurisdiction to which the matter is ap pealed , the Federa l Communications Commissio n. or other local, state, or federal govern ment authority. Th is does not apply to a decrease In state or federa l funding, although Customer may request to negotiate a new ag re ement as outllned In (ii). In all cases, Customer will remain responsible for payment of the Service(s) up to the effective date of termination. 13. Early Termination Due to Default. If Se rvice {s) are ter minated by Customer or by Ednetics followi ng an uncured defau lt by Custom er prior to the end of the Se rvice Term, t hen commencing on the effective date of such termination, Customer will be subject to earl y term inati o n rees equal to o ne hundred percent (100%) of the remaining value of the Agreement ( "Early Termination Fees"). Customer and Ednetics acknowledge and agree that (i) the Early Termination Fees are a fair and reasonable estimate of damages that would occur in the event that the Agreement is terminated prior to the end of the Service Term; (ii) actual damages incurred by Ednetics as a result of the early termination of the Agreement would be difficult to determine; and (iii) the provisions regarding the Early Termination Fees in this paragraph are reasonable and appropriate measures of the damages for such early termination and not a penalty. Customer agrees to pay all such Early Termination Fees within thirty (30) days of Customer's notice of termination of Service(s) immediately upon receipt of Ednetics last invoice to Customer ("Final Invoice"). All requests to terminate Service(s) must be received, in writing to Ednetics, thirty (30) days prior to the termination effective date. A minimum of thirty (30) days will always be billed to Customer from the date that the termination notice is submitted. 14. Bill Disputes. Customer's billing disputes or requests for adjustment, together with all supporting documentation, must be made in good faith and must be received in writing by Ednetics within thirty (30) days from the date of the invoice or Customer's ri ght to ra ise such billing disputes is waived. Customer sh all otherwise timely pay any undisputed amount. If Ednetics determines that a disputed charge was billed in error, Ednetics will issue a credit to reverse the amount -incorrec,tly b illed. If Ednetics determines t he disputed amount was billed correctly, Ednetics will inform Customer of such determination and provide Customer with proof of correct billing. If Customer does not accept such proof as definitive, the dispute will be escalated for a supervisor review/resolution with Ednetics and Customer in accordance with this AgrEi'e ment. In the event that the esca lated dispu te is resol ved against Customer or in the event Custo mer accepts the fo rego ing proof as definitive (or if Cu stomer fails to notify Ednetics with in thirty (30) da ys that Customer does not accept proof as definitive), Cu stomer shall p ay the previous ly disputed amount wi thin ten (1 O) days thereafter. 15. Resolution of Disputes. Except as otherwise provided, any dispute, controversy or claim (individually and collectively referred to hereinafter as a "Dispute") arising under this Ag reement shall be reso lved in accordance with the procedures set forth herein. In the event of a Dispute, and upon the written req uest of either Party, each of the Parti es shall appoint, with in five '(S) business days after a Partis receipt of such reque st, a designated represe ntative who has auth ority to settle the Dispute and who is at the higher level of management than the persons with the direct resp.onslbility for administration of the Agreement. The Ednetics Inc. 888-809-4709 I EV-WAKITT-19022018-lA 6