Agmt06 CODERED services agreement

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under this Agreement shall be paid to: Emergency Communications Network, Inc. at 9 Sunshine Blvd., Ormond Beach, FL 32174. 6. Free Minute Blocks: Licensee is allotted free time on the system for the purpose of testing and training. The following must be met in order for Licensee to utilize the free minute bank specified in Exhibit A: a. Minutes will be deducted from Licensee's minute bank at the time of using the "Service". b. Licensee must notify Licensor in writing within 60 days of the use of the "Service" specifying qualified project(s) to obtain eligible free minutes and restoration of the deducted minutes into Licensee's minute bank. If Licensee fails to notify Licensor within 60 days of the use of the "Service", the minutes used will not be eligible for consideration as free minutes and will remain as a deduction from Licensee's minute bank as described above in paragraph 5. c. Any unused minutes remaining in these blocks are not transferable. d. Licensor will have the final right to deem all free calling minutes eligible or ineligible. 7. Term of Service Agreement: The License will extend for a period of one (11 year beginning on the last date this Agreement is signed by both Licensee and Licensor. On the date this Agreement terminates, Licensee will forfeit all Prepaid System Minutes remaining on account. 8. Discount Contract Extension: Upon each annual anniversary of the effective date of this Agreement, the term of this Agreement will extend for additional one-year periods. This contract extension provision (the "extension provision") will continue to extend the contract period by one additional year annually. Either party may cancel this extension provision by submitting notice to the other no less than 30 days prior to the annual anniversary of the effective date of the Agreement. The activation of the extension provision will trigger the following events: a) Licensee's System Minute bank will be replenished to the original 60.000 minute balance; b) Licensor will update its systems to extend the active software license and associated access codes for one additional year of use; c) Licensor will invoice Licensee for one additional year service extension at the rate of ten thousand dollars ($10.0001. d) Licensee will be responsible for payment of the contract extension fee upon receipt of invoice from the Licensor. 9. Minute Bank Refill feature: The parties recognize that Licensee may utilize the "Service" in a manner that results in the actual System Minute usage exceeding Licensee's active Prepaid Minute Bank. In the event using the "Service" completely exhausts Licensee's remaining Prepaid Minute Bank Licensor will immediately refill Licensee's Prepaid Minute Bank with a block of 60,000 System Minutes, and will invoice Licensee for this block of minutes at the Additional System Minute price as indicated in Exhibit A. Licensee will be responsible for payment of Additional System Minute blocks upon receipt of invoice from Licensor. Licensee agrees to purchase all such additional blocks of minutes as needed in order to maintain a positive Prepaid System Minute balance. The purpose of this refill feature is to ensure that calls being placed via the "Service" are not interrupted as the result of Licensee's depletion of their Prepaid Minute Bank. 10. Appropriate Use of The Service: To access the "Service" Licensor will provide Licensee with unique user name(s) and password(s). Licensee agrees to maintain such user name(s) and password(s) as private and confidential information. Licensee agrees to use the "Service" in a way that conforms with all applicable laws and regulations. Licensee specifically agrees not to make any attempt to gain unauthorized access to any of Licensor's systems or networks. Licensee agrees that Licensor shall not be responsible and liable for the content of the message(s) delivered by the "Service" on behalf of Licensee. Emergency Communications Network, Inc CodeRED@ Services Agreement Page 2 of 6 Initials 1t Licensor Licensee .....