R2011-169 AUTHORIZING AGREEMENT - Laserfiche WebLink

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Terms and Conditions 1.Term.Customer hereby orders the Services as identified on Page 1 of this Agreement and miscellaneous services incident thereto for the term selected by Customer on Page 1 of this Agreement(the'Term").Upon expiration of the Term,the monthly recurring charges applicable to a Term other than Month-to-Month will revert to Call One's prevailing month-to-month rates unless Customer has(1)entered into a successor agreement or(2) canceled the Service,in each case effective as of the expiration of the Term.The Term shall begin on the later of(i)the date Call One signs the first page of this Agreement and(ii)the date any installation necessary to begin the Service is completed. 2.Rates.(a)The Monthly Charge identified on Page 1 of this Agreement will apply to the Services during the Term.Upon expiration of the Term,the Monthly Charge will revert to Call One's prevailing month-to-month rates for the Service unless Customer has(1)entered into a successor agreement or(2)canceled the Service,in each case effective as of the expiration of the Term.(b)Installation,service establishment and/or other non-recurring charges("Non-Recurring Charges")incident to the Services will apply as identified on Page 1 of this Agreement.(c)Call One shall also bill Customer as a separate line item all applicable federal,state and other governmental fees,surcharges and taxes. 3.Authorization.Customer authorizes Call One to act as its agent for purposes of obtaining information on Customer's existing telecommunications and related service(s)and to submit orders to reflect the Services ordered under this Agreement for the specific Billing Telephone Numbers(BTN)and/or physical location listed on Page 1 and included in any supplement to this Agreement.This grant of agency shall remain in effect until revoked by Customer. 4.Existing Commitments.(a)If Customer has an existing term commitment contract with another service provider(a"Third Party Commitment")that is not specifically identified as being terminated pursuant to Section 4(b),Customer acknowledges that is shall remain obligated under the terms of such Third Party Commitment and shall be solely responsible for any penalties,fees or charges by virtue of that Third Party Commitment.(b)If as part of Call One's provision of Services Customer has agreed to terminate,a Third Party Commitment(s)identified on Page 1 of this Agreement,Customer agrees that it is solely responsible for the fees associated with such termination. 5.Early Termination/Cancellation.Customer shall be required to provide Call One a minimum of 30 days notice in writing of any termination/cancellation of Service(s).(a)If Customer terminates the Service in whole or in part prior to the expiration of the Term,Customer will be liable for an early termination charge,as liquidated damages and not as a penalty,equal to(1)fifty percent(50%)of the Monthly Charge payments remaining for the Term of this Agreement,(2)any special construction charges required to make the Service available and(3)any previously waived installation and/or other non-recurring charges.(b)If Customer cancels Service before the Service is established,Customer shall be liable to Call One for all reasonable expenses incurred by Call One to process the order for Service,including any special construction charges.Termination/cancellation charges are due within fifteen(15)days of the effective date of termination/expiration. 6.Inside Wiring.The applicable rates for inside wiring provided directly by Call One to Customer are specified on the technical-charges page of the Call One website at www.callone.com.Inside wiring provided by a third party vendor will be billed at their applicable rates and charges.In addition,any installation charges identified on Page 1 of this Agreement as a"Non-Recurring Charge"applies only to the initial Service install.It does not include the jacks or other inside materials and wiring. 7.Liability.The entire liability of Call One,if any,for damages to Customer or to any third party whether in negligence,tort,contract or otherwise,which may arise from Call One's performance or non-performance of the Services is limited to an amount equal to a prorated adjustment of applicable monthly recurring charges for the Services affected or any portion thereof. 8.Applicability of Tariffs.This Agreement orders Services at rates provided herein and subject to the terms and conditions set forth in Call One's then-applicable state tariff,which tariff is incorporated by reference.State tariffs are available through the regulatory page of the Call One website currently at www.callone.com.Customer acknowledges all services purchased pursuant to this agreement are for business purposes. 9.Assignment.Customer may not assign this Agreement(by operation of law or otherwise)without the prior written consent of Call One,which consent will not be unreasonably withheld or delayed.Any prohibited assignment shall be void ab initio. 10.Entire Agreement.Signed facsimile or scanned copies of this Agreement will legally bind the parties to the same extent as originally executed documents.The terms contained in this Agreement and any documents attached hereto and referenced herein or therein constitute the entire agreement between the parties with respect to the subject matter hereof,superseding all prior and contemporaneous understandings,proposals and other communications,oral or written. 11.Jurisdiction/Collection Costs.Any action or proceeding arising out of or related to this Agreement,the Tariffs or Services may be commenced in any state or Federal court of competent jurisdiction in the State of Illinois.The Parties submit and expressly consent to the jurisdiction of such court and expressly waive any right to a trial by jury.Call One shall be entitled to recover from Customer all reasonable collection costs,including attorneys fees. Customer initials Call One initials United Communication Systems,Inc. -U 0 123 N Wacker Drive 7th Floor-Chicago,IL 60606-Telephone 312-681-8300-Fax 312-681-8301 � Page 2 of 2 (o