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to the Provider Equipment shall at all times remain vested in Provider. Customer shall not re-arrange, disconnect, modify,
<br /> tamper with,attempt to repair,or otherwise interfere with the Provider Equipment,nor shall Customer permit any third party to
<br /> do so.
<br /> 3.2 Testing, Acceptance and Service Commencement Date. Provider shall notify Customer when a Service has been
<br /> installed and is ready for testing and use. Customer may, at Customer's option, participate in Provider's final testing of the
<br /> Service. The Initial Service Term for the Service at issue shall commence on the date on which the Service has been installed,
<br /> tested and is active and available for use by Customer(the "Service Commencement Date"). Customer shall have a period of
<br /> five(5)business days after the Service Commencement Date in which Customer may notify Provider that the Service at issue is
<br /> not functioning properly. If Customer notifies Provider of problems with a Service pursuant to this Section 3.2, Provider shall
<br /> investigate and correct same and the Service Commencement Date shall be revised to be the first calendar day after the date on
<br /> which Provider has corrected the problems. Unless Customer delivers notification of problems to Provider within the time
<br /> period set forth above, Customer shall be deemed to have accepted the Service at issue and to have confirmed that the Service
<br /> has been installed and is functioning properly as of the Service Commencement Date.
<br /> ARTICLE 4—PAYMENT AND BILLING
<br /> 4.1 Invoicing. All amounts owed by Customer to Provider under the Agreement shall be collectively referred to as"Fees."
<br /> Provider shall begin billing Customer for the MRC applicable to a Service as of the Service Commencement Date. Invoices shall
<br /> be delivered monthly,and shall be paid by Customer within thirty(30)days of receipt. Fixed Fees shall be billed in advance and
<br /> usage-based Fees shall be billed in arrears. Fixed fees for any partial month shall be pro-rated. For Services having an NRC,
<br /> unless otherwise stated in the Service Order, Provider shall invoice Customer for the NRC upon full-execution of the Service
<br /> Order. Except for amounts disputed in good faith by Customer pursuant to Section 4.2 below, past due amounts shall bear
<br /> interest in the amount of 1.5%per month,or the highest amount allowed by law,whichever is lower.
<br /> 4.2 Disputed Invoices. If Customer in good faith disputes any portion of a Provider invoice, Customer shall pay the
<br /> undisputed portion of the invoice and submit written notice to Provider regarding the disputed amount, which notice shall
<br /> include documentation supporting the alleged billing error (each such notice, a "Fee Dispute Notice"). A Fee Dispute Notice
<br /> must be submitted to Provider within ninety (90) days from the date the invoice at issue is received by Customer. Customer
<br /> waives the right to dispute any Fees not disputed within such ninety(90)day period. The Parties shall negotiate in good faith to
<br /> attempt to resolve any such disputes within sixty(60)days after Customer's delivery of the applicable Fee Dispute Notice. If the
<br /> Parties do not resolve the Fee Dispute within the sixty(60)day period,either of the Parties may pursue any remedy available to
<br /> it under this Agreement,at law or in equity.
<br /> 4.3 Applicable Taxes. All charges for Services set forth in Service Orders are exclusive of Applicable Taxes (as defined
<br /> below). Except for taxes based on Provider's net income or taxes for which Customer possesses a valid exemption certificate,
<br /> Customer shall be responsible for payment of all applicable taxes and regulatory fees, however designated, that arise in any
<br /> jurisdiction, including,without limitation, value added, consumption, sales, use, gross receipts, excise, access, bypass, or other
<br /> taxes, fees, duties, charges or surcharges, that are imposed on, incident to, or based upon the provision, sale, or use of the
<br /> Service(s) (collectively "Applicable Taxes"). The Applicable Taxes will be individually identified on invoices. If Customer is
<br /> entitled to an exemption from any Applicable Taxes, Customer is responsible for presenting Provider with a valid exemption
<br /> certificate(in a form reasonably acceptable to Provider). Provider will give prospective effect to any valid exemption certificate
<br /> provided in accordance with the preceding sentence.
<br /> ARTICLE 5—DEFAULT AND REMEDIES
<br /> 5.1 Customer Default. Each of the following shall constitute a default by Customer under this Agreement(each a separate
<br /> event of"Default"): (i)if Customer fails to pay any undisputed Fees when due,the failure of Customer to cure same within ten
<br /> (10)days after receiving written notice from Provider regarding such failure to pay;(ii)if Customer fails to comply with any other
<br /> material provision of this Agreement, the failure of Customer to cure same within thirty (30) days of receiving written notice
<br /> from Provider regarding such non-compliance; or (iii)if Customer files or initiates proceedings, or has proceedings initiated
<br /> against it,seeking liquidation,reorganization or other relief(such as the appointment of a trustee,receiver,liquidator,custodian
<br /> or other such official)under any bankruptcy,insolvency or other similar law,and the same is not dismissed within sixty(60)days.
<br /> MASTER SERVICES AGREEMENT FOR ENTERPRISE SERVICES—GOVERNMENTAL CUSTOMER pg.2
<br /> Wave Business Solutions,LLC/City of Everett 06/13/2016
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