This Customer Authorization for Network Services (the “Agreement”) is effective as of the date signed on the service order. RingSquared APC LLC DBA as AccessPlus., is a a Delaware Corporation (“AccessPlus”) with headquarters office located at 14 Industrial Ave, Mahwah , NJ 07430. The customer (“Customer”) is as identified in the Service Order form and made a part of this Agreement (the “Order”).
1. Definitions (not otherwise defined herein or in the Order.)
a. “AccessPlus Network”: The high-performance network provided through AccessPlus.
b. “Network Services”: The term Network Services covers equipment facilities, processing or system access provided by or through AccessPlus or an affiliate up to the network termination point at Customer’s premises (or boundary of the premises in which Customer is located if controlled by a third party) so as to facilitate Customer access to the AccessPlus Network.
2. Term
The initial term of this Agreement begins on the Service Commencement Date and extends for the period specified in the Order (“Initial Term”). The “Service Commencement Date” is the first day on which packets of the data can be sent to Customer over the AccessPlus network (as reflected on AccessPlus’ records or the records of an affiliate, assuming Customer’s equipment has been properly configured.) After the Initial Term, this Agreement will be automatically renewed for successive additional terms of one (1) month each (“Renewal Term”), unless either party notifies the other party at least thirty (30) days before the end of the term then in effect of its intention not to renew. If Customer so notifies AccessPlus, Customer shall pay all amounts due for any Networks Services provided under this Agreement or any minimum usage charged through the termination date.
3. Payments and Invoicing
a. All Network Services provided under this Agreement carry charges established by AccessPlus. Customer agrees to pay all recurring and non-recurring charges specified in the Order(s), including any applicable taxes and surcharges. All charges shall be invoiced on a monthly basis, and payment in U.S. currency shall be due to AccessPlus within thirty (30) days of receipt of this invoice by Customer. Interest charges of 1 and ½ (1 ½%) percent per month will accrue daily on all amounts not paid within thirty (30) days of receipt of the invoice by Customer. AccessPlus shall not increase pricing during the Initial Term of this contract. AccessPlus reserves the right to modify pricing for each Renewal Term. To the extent the Network Services are procured by AccessPlus for Customer and provided directly by an AccessPlus affiliate, Customer agrees that AccessPlus may operate as an agent for such affiliate. Where the Network Services are provided through an AccessPlus affiliate, and a charge is established in a published tariff, the tariff charge shall control and AccessPlus shall make Customer aware of such tariff charge prior to Customer placing an order for service.
b. Customer’s initial credit limit hereunder shall be determined on a case by case basis. If Customer’s charges for the Network Services exceeds its credit limit, AccessPlus may request additional security of its choice from Customer in an amount that reflects the Customer’s highest invoice over the prior six (6) month period (or such lesser period if this Agreement has not been in effect for six (6) months), or AccessPlus’ expectation of Customer’s future billings based on trending within such period, as a condition to continuing to provide the Network Services. In addition, if Customer is delinquent in payment of an invoice and AccessPlus does not have security from Customer in an amount equal to Customer’s highest invoice over the prior six (6) month period (or such lesser period if this Agreement has not been in effect for six (6) months), or the trended billing, AccessPlus may request additional security of its choice from Customer in such amount. Any such additional security may be provided by Customer to AccessPlus within forty-eight (48) hours (if the security is to be other than a letter of credit), and within ten (10) business days (if the security is to be a letter of credit) from its receipt of AccessPlus’ written requests for the additional security.
4. Service Level Agreement
Credit Allowance In the absence of a controlling tariff provision, AccessPlus will, in accordance with the terms of the Service Level Agreement (“SLA”) available on request and made a part hereof, grant credit allowances to Customer for covered Network Services that fail to meet the service level parameters sat out in the SLA. The SLA is subject to modification by AccessPlus from time to time in writing. Any modifications will become effective prospectively, commencing on the date specified in the notice. If Customer accepts a credit allowance under SLA it waives any other alternative remedy for the event giving rise to the credit, including Customer’s right to terminate this Agreement for breach.
5. Termination
a. If Customer terminates this Agreement before the end of the Initial Term or any Renewal Term (other that for a breach of this Agreement by AccessPlus not cured within thirty (30) days of its receipt of written notice from Customer as to the nature of the breach), or if AccessPlus terminates this Agreement due to an incurred breach by Customer (to the extent a cure period is available hereunder), Customer shall, upon demand, pay AccessPlus (i) any undisputed outstanding charges payable prior to the date of termination, plus (ii) an amount equal to 75% of the monthly charges multiplied by the total number of months remaining in the Initial Term. If within 30 days of the termination date for service the Customer submits a replacement order for service of equal or greater value than the terminated service, then AccessPlus may credit Customer any termination charges that AccessPlus has billed or Customer has paid.
b. Any Customer upgrades to the Network Services approved in writing by AccessPlus shall not be considered termination of this agreement, provided the values of this agreement to AccessPlus is maintained at the same or greater level, or AccessPlus otherwise consents in writing.
c. AccessPlus may suspend or terminate the Network Services for Customer’s failure to comply with the requirements of this Agreement. Any suspension will remain in effect until Customer submits written assurances, satisfactory to AccessPlus, that it has corrected the problem and otherwise come into compliance with this Agreement entirely (on thirty (30) days’ notice), if such problems recur or customer is not in compliance with the Agreement, and Customer shall be responsible for all activity required to discontinue and terminate its use from AccessPlus within such period. Without limiting the foregoing, AccessPlus may terminate this Agreement upon written notice, if Customer fails to pay any undisputed delinquent invoice within five (5) days following its receipt of written notice from AccessPlus to pay such invoice. In the event of any such termination by AccessPlus, Customer shall pay the termination charges set forth in Section 5A above.
d. AccessPlus may terminate this Agreement or suspend Network Services hereunder at any time upon any insolvency, bankruptcy, assignment for the benefit of creditors, appointment of a trustee or receiver or similar event involving Customer, and which AccessPlus concludes in its sole discretion would affect the ability of Customer to pay its obligations fully and in a timely manner.
e. AccessPlus may terminate this agreement or suspend Network Services hereunder at any time in the event of any government action that, in AccessPlus’ reasonable judgment, requires it to take action with respect to Customer’s service, including any violation by customer of any applicable law, rule or regulation.
f. Any termination shall not relieve Customer of its obligation to pay any charges incurred hereunder prior to such termination, or otherwise to comply with this Agreement unless relieved of such obligation by law.
