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Te%Pacific' �
<br /> Terms and Conditions Page 5 of 7 �0 M M U N f[A T,o N.
<br /> (B) If the effective date of the termination occurs during the last year of the initial or
<br /> Renewal Term,you will pay us a termination cha�ge equal to: (1)The non-recurring charges fo�
<br /> the terminated Services,even if those charges had been initially waived(only applies during
<br /> Initial Term);and(2)50%of the monthly recurring charges for the period starting with the
<br /> effective date of termination and ending on the expiration of the Initial or Renewal Term.
<br /> (ii)If Service Term is greater than thirty-six(36)months,the ETF will be calculated as spec�ed in
<br /> section 4, paragraph(b)subparagraph(i)above for a termination within the first thirty-six(36)months.
<br /> Thereafter,for terminations after the thirty-sixth(36�h)month, the ETF will be twenty-five percent(25%)of
<br /> the remaining months of MRCs.
<br /> If you terminate this Agreement or any Services provided to you for any reason other than our material
<br /> breach, you shall provide us with written notice to www.retentionCa�telepac�c.com thirty(30)days in
<br /> advance, and the effective date of the termination will be the end of that thirty(30)day notice period for
<br /> purposes of determining the remaining time over which the termination charge will be calculated. If you
<br /> do not give us that notice, then the effective date of termination shall be the date we terminate this
<br /> Agreement. For partial months, remaining monthly recurring charges will be determined on a prorated
<br /> basis.
<br /> (c) If you request that we move your Services from your current Service Location to a different Service
<br /> Location,you may incur a non-recurring charge("Move Charge"). The Move Charge may include(i) a
<br /> termination charge which, as a result of your termination, we become obligated to pay to a third party
<br /> provider of the underlying facilities, and(ii)installation charge at the new Seniice Location. Also,a new
<br /> Term may apply to any Services moved to a new Service Location.
<br /> All termination charges are due and payable immediately on the effective date of te�mination(including
<br /> the 50%of remaining monthly recurring charges), and are in addition to any monthly recurring charges,
<br /> usage charges and other charges due as of effective date of termination.
<br /> You agree that each of the above termination charges is a reasonable amount to compensate us for lost
<br /> MRCs and usage charges following termination. You agree because, among other reasons, it would be
<br /> difficult or impossible to calculate the exact amount of such damages suffered by us if you terminate this
<br /> Agreement or any orders for Services.
<br /> (d)In addition to any other recoveries we are entitled to,we shall be entitled to recover from you for
<br /> undisputed payment delinquencies all of the costs we incur(including court costs and reasonable
<br /> attorneys fees)to collect any delinquent charges owed by you along with all other damages we incur as a
<br /> result of your breach or other termination of this Agreement, inGuding without limitation termination
<br /> charges, past due recurring and usage charges, any damage to our equipment, any promotional credits
<br /> provided to you and any amounts we have to pay to third parties because of violations by you of our AUP.
<br /> (e)Sections 4 and 5 of this Agreement, inclusive of sub-sections, shall survive any termination or
<br /> expiration of this Agreement.
<br /> 5. Warranty Disclaimer, Limitation of Liability and Indemnity
<br /> (a)WARRANTY DISCLAIMER. WITHOUT LIMITING ANY EXPRESS FINANCIAL OR LIABILITY
<br /> PROVISIONS PROVIDED FOR IN THIS AGREEMENT, NEITHER PARTY SHALL BE LIABLE TO THE
<br /> OTHER FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL OR
<br /> PUNITIVE DAMAGES(INCLUDING,WITHOUT LIMITATION, LOST BUSINESS, REVENUE, PROFITS,
<br /> OR GOODWILL)ARISING IN CONNECTION WITH THIS AGREEMENT OR THE PROVISION OF
<br /> SERVICES UNOER THIS AGREEMENT(INCLUDING ANY SERVICE IMPLEMENTATION
<br /> DELAYS/FAI�URES), UNDER ANY THEORY INCLUDING WITHOUT LIMITATION TORT, CONTRACT,
<br /> WARRANTY, STATUTE, STRICT LIABILITY OR NEGLIGENCE, EVEN IF THE PARTY HAS BEEN
<br /> ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. WE
<br /> MAKE NO WARRANTIES, EXPRESS OR IMPLIED, AS TO ANY SERVICE PROVISIONED. WE
<br /> SPECIFICALLY DtSCLAIM ANY AND ALL IMPLIED WARRANTIES, INCLUDING WITHOUT
<br /> v082313
<br /> ATTY/AGR.2015.186/Telepacific Telephone Lines
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