Network Master Agreement - US Signal Company LLC - Renewal of Connectivity Services

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This Agreement shall commend on the Effective Cate and continue until the last OFS expires or is terminated, or this Agreement is sooner terminated in accordance with the terms of Section 2.3 or 2,4 below ('Agreement Term"). Section 2.2 Service Term. An individual Service, with a term identified in the OFS, shall commence on its first day of availability and continue for the period of time specified on its OFS, unless sooner terminated In accordance with the terms of Section 2.3 or 2.4 below (a 'Service's Initial Term" or "SIT'). Thereafter, the SIT shall continue in effect on a month -to -month basis at the then current month -to -month rates (the "Service's Renewal Term") unless Customer or US Signal provides the other party with written notice of its Intention not to renew the term at least thirty (30) days before expiration of the SIT. Either party may terminate the Service during the Service's Renewal Term upon thirty (34) days' prior written notice. The SIT and Service's Renewal Term are sometimes individually and collectively referred to as the "Service Term". Section 2.3 Early Termination. If any Service is terminated by either party prior to the expiration of its SiT then Customer agrees to pay US Signal an early termination charge equal to: (a) one hundred percent (100%) of all monthly recurring charges for each terminated Service for all unexpired months of service through the remainder of its SIT; (b) any non -recurring fees US Signal incurs from other suppliers as a result of canceling Customers Service; and (c) any outstanding invoices still owed_ Such payment shall be due within thirty (30) days of service termination, Section 2.4 Termination by US Signal a, US Signal shall have the right to terminate any Service for cause immediately and without notice if: (i) Customer attempts a denial of service attack against the Services, (il) Oustormer seeks to hack or break any security protool$ within the Services; (W) Customer uses any of the Services in ,any way that disrupts or threatens service to other custoamers of US Signal,, (iv) Customer use of the Services poses a security risk that may subject US Signal or any third party to liability, damages or danger; (v) US Signal determines In its solo discretion that fraud Is associated with Customers use of the Services; or (vi) US Signal determines or is notified that Customer has been using the Services for any illegal purpose or in a way that violates the law or infringeslviolates!misappropriates the rights of any third party. b, US Signal shall have the right to terminate this Agreement for any cause not listed in (a) above, upon written notice, if Customer breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice. In the case of nonpayment of fees, the cure period shall be as set forth in Section 3.2. ARTICLE 3 PAYMENT TERMS Section 3.1 Rates. Customer shall pay to US Signal all recurring and non -recurring charges for the Services at the rates and charges set forth on the applicable OFS, All monthly recurring charges and non -recurring charges are on an individual case basis ("ICf3"). Monthly Recurring Charge(s) ("MRCs") shall be invoiced monthly. A pro -rated portion for the first month's service will be included on the first invoice plus the next month's service in advance. Non -recurring charges ("NRC") will be included on the invoice for applicable installation or service changes. On -net service monthly recurring rates will remain the same for the duration of the SIT, Changes or cancellations to ordered Services will result in additional non -recurring charges. Section 3.2 Payment. All amounts owed by Customer are due twenty-five (25) days from the invoice date ("Due Date"). Customer shall make payment in U.S. dollars to US Signal by check or, at Customer's option, by electronic funds transfer to an account reasonably designated by US Signal no later than the Due bate. US Signal shall forward via electronic mail a copy of the current Invoice to Customer no later than two (2) days after the invoice date to the email ,address(es) designated on page one (1) of this Agreement ("Billing Email Address"). Customer must provide US Signal thirty (30) days written notice of any changes to its Billing Email Address, All changes must be e aaailed to ,Af @ysg1gnal.corn. To the extent Customer disputes a portion of an invoice„ Customer, may withhold payment on the disputed items, provided that Customer: (a) provides a written statement of the disputed charges to US Signal at Dis ute us I al.rom ("Dispute Email Address") in reasonable detail within thirty (30) days of the Invoice date (the "Reviews Date'); (b) pays the undisputed portion of the Proprietary & Confidential Page 2 or 7 City of South Bend - Water Works 110218 - R