Agmt15 U.S. TelePacific Corp. - Laserfiche WebLink

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Terms and Conditions Page 4 of 7 �Te1ePacific ca�w�runitw��or� CONTAINED IN THIS SECTION 3(fl. 4. Automatic Renewals; Terminations; Rights and Remedies (a)This Agreement and any orders for Services submitted under it shall remain in effect until terminated as stated in this Section 4. After the Initial Term, this Agreement will automaticaliy renew for successive periods of one year each at our rates then in effect for your Services unless either party not�es the other in writing within the last sixty(60)days of the then-current Term of the intent not to allow this Agreement to renew for a sucxessive Term. However, after providing such notice, if you continue to use Service(s), by your continued use,you are agreeing to continue to receive and pay for Service(s)under this Agreement on a month-tamonth basis. However,even after termination of this Agreement for Services ordered for the original Service Location(s)or additional Service Location(s)covered by this Agreement, the Terms and Conditions of this Agreement will automatically extend to cover any remaining Terms or Service Agreements for any additional Services to additional Service Locations which have not expired. The Term of any such additional Service Agreements shall be subject to the same automatic renewal and termination notice provisions as are contained in this Agreement. If either party gives the other party the required noiice of a decision not to allow the Agreement or the Term of any additional Services to additional Service Locations to renew at the expiration of a Term, actual termination of Services will not occur until the later of the end of the then-cunent Term or thirty(30)days after receipt of that notification. If you elect to terminate the Agreement or any orders for Services before the commencement of billing for Services, you must do so in writing, and you shall pay to TelePacific as a pre-installation cancellation charge an amount equal to:(1)the non-recuning charges applicable to the Services, even if initially waived, unless those charges have already been paid, (2)if your Services require a third party to provide some or all of the underlying services, one month recurring charge times the number of months in the Initial Term for the portion of your Services to be provided by a third parry times fifty percent(50%), and (3), if this Agreement is for a Term of one year, an amount equal to three times the one month recurring charges,or, if this Agreement is for a Term of more than one year, an amount equal to six times the one month recurring charges. You agree that such a termination charge is a reasonable amount because, among other reasons, it would be difficult or impossible to calculate the exact amount of damages suffered by us if you terminate this Agreement or any orders for Services. (b)Either party may terminate this Agreement upon 30 days notice if the other party materially breaches the terms and conditions of this Agreement and the other party fails to cure the default within the 30-day period, including, but not limited to, your failure to pay our invoices for the Services by the Pay By Date. If you terminate this Agreement after our materiat breach,then you will be responsible only for charges for the period before the date of termination. If, however, we terminate this Agreement as a result of your material breach, or you terminate this Agreement or any Services provided to you for any reason other than our material breach, you shall pay to us a termination charge as follows: (i)If Service Term is equal to or less than thirty-six(36)months: (A)If the effective date of the termination occurs before the last year of the Initial or Renewal Term, we will determine the termination charge(also referred to herein as"ETF") as though you had elected an Initial Term ending within the Term year in which you terminate ("Revised Alternate Term"). For example, if you terminate in the 13th month of a three year Term, the Revised Alternate Term would be two years. We will also determine the monthly recurring charge("MRC")that would have applied if you had chosen the Revised Altemate Term when you first selected a Term ("Defauft MRC"). You will then pay us a termination charge equal to: (1)the non-recurring charges for the terminated Services, even if those charges had been initially waived (only applies during Initial Term);(2)the difference between the monthly recurring charges you actually paid for the terminated Services th�ough the effective date of termination and the Default MRCs that would have applied under a Revised Alternate Term;and(3)fifty percent(50°/a)of the Default MRCs for the period starting with the effective date of termination and ending on the expiration of the Revised Alternate Term. If your Services require a third party to provide some or all of the underlying services, in addition to the termination charge calculation stated above, you shall pay fifty peroent(50%)of the MRCs for the portion of your Service provided by a third party for the remainder of months in the Initial Term for those Services. v082313 ATTY/AGR.2015.186/Telepacific Telephone Lines