11.02 - Managed IP Phone System - Laserfiche WebLink

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10.2.3 NOTE: Firewalls, Virtual Private Networks (VPN) and network management are beyond the support boundaries provided by TDS for dedicated Internet services. 10.3 Activation. 10.3.1 Equipment Purchased from TDS — Customer is responsible for the configuration of equipment purchased from TDS. 10.3.2 Customer Provided Equipment — Configuration and installation of equipment not purchased or leased from TDS is the Customer's responsibility. TDS will provide the Customer with a list of relevant IP addresses for use in the configuration of the Customer's equipment. However, it is the Customer's responsibility to configure the equipment. 103.3 Limits — Activation is limited according to the boundaries listed in section 10.3.1 and 103.2 above. 10.4 Help Desk. Technical support is available only through the TDS Delp Desk. 10.5 Unsupported Routers. Roisters not purchased through TDS are unsupported. TDS will not provide support services for unsupported routers. I L Term and Termination. 11.1 TDS will provide Customer with the Services pursuant to the rates, terms and conditions specified herein, commencing on the latter of the requested service date or the day following the date in which TDS notifies Customer that the Service is ready for use ( "Service Commencement Date "). At the expiration of any Service Term, this Agreement shall continue in effect with respect to the Service on a month -fo -month basis until canceled by either party on 30 days written notice; provided, however that the charges for the Service during any renewal period shall be at the then - current monthly rate charged by TDS for such Service. Unless specifically exempted, Services shall be subject to all general regulations applicable to the provision of Service and rates charged for such Service by TDS and stated in its general tariff including late payment charges, termination charges, and related expenses. Upon any termination of the Services herein, Customer shall return all TDS -owned equipment in good working condition to TDS, or Customer will be responsible for the Rill cost of the equipment. Customer is responsible for any damage to equipment provided by TDS, 11.2 Customers who tenninate their Service prior to the expiration of the Term shall be liable for the repayment of any promotional credits, discounts or fee waivers including but not limited to installation fee waivers and for reimbursement of any special construction or non - recurring charges for Services or related facilities requested by Customer. Unless otherwise set forth under applicable tariff, if Customer terminates Service prior to expiration of the Tenn, Customer shall pay an early termination fee equal to: (a) the difference between the amount billed had the Customer been billed at the rate applicable under an agreement which had a terin equal to the term between the effective date of this Agreement and the termination date; plus (b) the firll purchase price of any equipment as shown above, minus the amounts already paid on a per month basis up to the date of termination. In addition, specifically with regard to Call Recording Services, Customer shall pay an early termination fee equal to 50% of the contracted monthly recurring charges for such Call Recording Services for each month remaining on the initial term. If there is a partial cancellation, any volume discounts going forward will be applied based only on the remaining volume. Either party may cancel this Agreement without liability in the event TDS is prohibited from providing service or if any material rate or term contained herein is substantially changed by final order of a court, administrative agency, or other body of competent jurisdiction. Termination charges will not apply if the Customer replaces the Service with a new contract with a term equal to or greater than the original term with a minimum commitment equal to at least 75% of the original cornrnitinent level under this Agreement. Each Service designation is deernned a separate service and cancellation of any single service shall not affect the other services ordered by Customer in this Agreement. Customer agrees that the forgoing early termination fees are fair and reasonable and that TDS's provision of the Services would not be commercially viable but for these Customer commitments. 11.3 This Agreement shall remain effective until terminated in accordance with the provisions set forth herein. 12. Subseauent Line Additions /Deletions. For each new line added to this Agreement after- a 60 -day grace period, installation charges twill apply. Installation charges for advanced business products will be quoted at the time of request on an individual case basis. Subsequent feature deletions, after a 60 -day grace period, will be assessed a service order charge per account. 13. Special Construction. Where facilities are not available or if equipment, new facilities or changes to existing facilities are required for the provision of additional services, a special construction charge will apply in addition to the monthly service charge. Customer may be required to pay additional charges or to contract for Services beyond the normal service tern, or both. 14. Insurance, Each party shall maintain Commercial 'Workers' Compensation Insurance as required by late and Commercial General Liability Insurance with a minimum combined single limit of $1,000,000 per occurrence covering personal injury and property damage. 15. MISCELLANEOUS. 15.1 GOVERNING LAW: This Agreement shall be governed by and construed in accordance with the laws of the State where the Services are performed (without giving effect to conflicts of law). 15.2 ATTORNEY'S FEES AND COSTS: In any action by a party to enforce its rights hereunder, the non - prevailing parry shall pay the prevailing party's cost and expenses (including reasonable attorney's fees). 15.3 EXTRAORDINARY CIRCUMSTANCES: TDS shall not be liable for any failure to perform its obligations under this Agreement to the extent such failure is due to "Force Majeure ". Force Majeure includes, but is not limited to, acts of God, strike, lockout or other interference with work, war, declared or undeclared, blockade, disturbance, lightning, fire, earthquake, storm, flood, explosion, network or Page 4 of 5 Date Revised: February 2012