for outages or service restrictions as set forth in
section 18 may be deducted from such prepayments (in which case such credits
shall be eliminated), and no prepayment shall be due during any service outage,
in which case prepayment shall be due on the first business day after such
failure or delay is remedied.
* Confidential information.
Information has been redacted.
5
(D)
AS AETHER SYSTEM CONSUMES SERVICE DURING THE TERM OF THE
AGREEMENT, MOTIENT WILL ISSUE CREDITS ON AETHER SYSTEMS' MONTHLY INVOICES
AGAINST ANY PREPAYMENT THERETOFORE MADE BY AETHER SYSTEMS, AT THE RATES
DESCRIBED IN SUBSECTION (A) ABOVE, UP TO THE CAPACITY LIMIT.
MOTIENT WILL
PROVIDE QUARTERLY SUMMARIES INDICATING THE REMAINING PREPAYMENT BALANCE, THE
CREDITS ISSUED, AND THE SPECIFIC CHARGES AGAINST WHICH SUCH CREDITS WERE ISSUED.
(E)
IF, DURING ANY YEAR IN THE INITIAL TERM OR ANY EXTENSION THEREOF,
AETHER SYSTEMS ACTUALLY USES MORE SERVICE THAN IT HAS THERETOFORE PAID FOR, THEN
MOTIENT SHALL INVOICE AETHER SYSTEMS, AT THE RATES DESCRIBED IN SUBSECTION (A)
ABOVE, FOR ANY SUCH EXCESS USAGE DURING SUCH YEAR, AND AETHER SYSTEMS SHALL BE
OBLIGATED TO PAY FOR SUCH EXCESS USAGE IS ACCORDANCE WITH THE PROVISIONS OF
SECTION 6 BELOW.
AT THE END OF SUCH YEAR, MOTIENT SHALL ISSUE A CREDIT AGAINST
AETHER SYSTEMS' NEXT YEAR'S REQUIRED PREPAYMENT, EQUAL TO THE AMOUNT ACTUALLY
PAID THROUGH SUCH DATE BY AETHER SYSTEMS IN EXCESS OF ITS PRIOR PREPAYMENT
OBLIGATIONS.
THIS PROCESS WILL BE REPEATED EACH YEAR, TO THE EXTENT NECESSARY.
6.
BILLING AND PAYMENTS
(A)
AETHER SYSTEMS WILL BE RESPONSIBLE FOR BILLING AND COLLECTION FROM
ITS END USER CUSTOMERS FOR ALL SERVICES, AND FOR THE ELINK (SM) AND BLACKBERRYTM
BY MOTIENT SERVICES RESOLD BY AETHER SYSTEMS PURSUANT TO THIS AGREEMENT.
FOR
ALL SERVICE USED, AETHER SYSTEMS SHALL MAKE PAYMENT TO MOTIENT, REGARDLESS OF
WHETHER IT RECEIVES PAYMENT FROM ITS END USER CUSTOMERS.
(B)
WITHIN TEN (10) DAYS AFTER THE END OF THE MONTHLY BILLING PERIOD,
MOTIENT WILL PROVIDE AETHER SYSTEMS WITH AN ELECTRONIC INVOICE FOR THE PREVIOUS
MONTH'S SERVICE AND NETWORK USAGE INFORMATION, IN THE FORMAT MOTIENT GENERALLY
PROVIDES TO ALL OF ITS RESELLERS, TO ENABLE AETHER SYSTEMS TO INVOICE ITS END
USER CUSTOMERS.
(C)
MOTIENT WILL INVOICE AETHER SYSTEMS SEPARATELY, ON A MONTHLY
BASIS, FOR THE LICENSE FEES SET FORTH IN SECTION 5(B) ABOVE.
FOR SUCH AMOUNTS,
AND ALSO WITH RESPECT TO SERVICE TO THE EXTENT NOT COVERED BY THE PREPAYMENTS
DESCRIBED ABOVE OR THE CREDITS SET FORTH BELOW, AETHER SYSTEMS WILL PAY
MOTIENT'S INVOICES WITHIN 30 DAYS AFTER THE DATE OF SUCH INVOICE.
MOTIENT
RESERVES THE RIGHT TO CHARGE, AND RESELLER AGREES TO PAY, A LATE CHARGE ON ANY
UNDISPUTED AMOUNT UNPAID ON OR AFTER THE DUE DATE, AND ON ANY OTHER OUTSTANDING
BALANCE, EQUAL TO THE MAXIMUM AMOUNT ALLOWED BY APPLICABLE LAW.
(D)
TAXES:
ALL RATES SET FORTH IN THIS AGREEMENT ARE EXCLUSIVE OF
APPLICABLE TAXES, WHICH SHALL BE THE RESPONSIBILITY OF AETHER SYSTEMS.
FOR
PURPOSES OF THIS AGREEMENT, "APPLICABLE TAXES" ARE TAXES, ASSESSMENTS,
SURCHARGES, LEVIES, OR SIMILAR ITEMS ASSESSED BY A