THAN A COMMERCIALLY REASONABLE
STANDARD OF CARE.
WITH RESPECT TO THE CELLEMETRY GATEWAY, THE FOREGOING
OBLIGATION TO PROVIDE MAINTENANCE AND TECHNICAL SUPPORT SHALL CONTINUE ONLY
UNTIL BUYER HAS IMPLEMENTED A REPLACEMENT OF THE CELLEMETRY GATEWAY IN
ACCORDANCE WITH SECTION 2.4.
WITH RESPECT TO THE HM5000 GATEWAY, THE FOREGOING
OBLIGATION TO PROVIDE MAINTENANCE AND TECHNICAL SUPPORT SHALL CONTINUE FOR SO
LONG AS SELLER IS OBLIGATED TO PROVIDE THE HM5000 AIRTIME SERVICES HEREUNDER.
(F)
INVOICING.
SELLER SHALL INVOICE BUYER FOR THE CHARGES SET FORTH IN
PARAGRAPHS (A) THOUGH (E) ON A CALENDAR MONTH BASIS.
SELLER SHALL INVOICE BUYER
FOR THE CHARGES INCURRED IN EACH CALENDAR MONTH WITHIN TEN (10) BUSINESS DAYS
AFTER THE LAST DAY OF SUCH CALENDAR MONTH.
BUYER SHALL REMIT PAYMENT TO SELLER
IN RESPECT OF SUCH CHARGES WITH FIFTEEN (15) BUSINESS DAYS AFTER RECEIVING THE
APPLICABLE INVOICE.
FOR A PERIOD OF ONE YEAR AFTER BUYER RECEIVES ANY INVOICE
UNDER THIS PARAGRAPH (F), BUYER SHALL HAVE THE RIGHT TO AUDIT THE CHARGES MADE
TO SELLER THAT WERE
* Confidential Information.
Information has been redacted.
3
PASSED THROUGH TO BUYER PURSUANT TO SUCH INVOICE TO VERIFY THAT SELLER HAS
CHARGED BUYER IN ACCORDANCE WITH THIS SECTION 1.
FOR A PERIOD OF ONE YEAR AFTER
BUYER RECEIVES MY INVOICE UNDER THIS PARAGRAPH (F), SELLER SHALL RETAIN ALL
DOCUMENTATION (INCLUDING THE BILLS SELLER RECEIVED FROM THE APPLICABLE SERVICE
PROVIDER AND THE DOCUMENTATION RECORDING THE USAGE OF THE HM5000 AIRTIME
SERVICES BY THE HM5000 CUSTOMERS) NECESSARY FOR BUYER TO VERIFY THE ACCURACY OF
THE CHARGES PASSED THROUGH TO BUYER PURSUANT TO SUCH INVOICE AND SELLER SHALL
MAKE SUCH DOCUMENTATION AVAILABLE TO BUYER IN THE EVENT BUYER EXERCISES ITS
AUDIT RIGHT.
SELLER SHALL PROMPTLY REMIT TO BUYER THE AMOUNT OF ANY OVERCHARGE
REVEALED AS A RESULT OF ANY BUYER AUDIT; PROVIDED, THAT BUYER SHALL PROVIDE
SELLER WITH THE DOCUMENTATION SUBSTANTIATING ANY SUCH OVERCHARGE.
TO THE EXTENT
ANY BUYER AUDIT REVEALS THAT SELLER HAS OVERCHARGED BUYER BY GREATER THAN FIVE
PERCENT (5%), SELLER SHALL REMIT TO BUYER THE AMOUNT OF SUCH OVERCHARGE PLUS
TWENTY PERCENT (20%) OF SUCH AMOUNT.
(G)
DIRECT PAYMENT TO THIRD-PARTY PROVIDERS.
NOTWITHSTANDING ANY OTHER
PROVISION OF THIS SECTION 1.2, IN THE EVENT THAT SELLER IS MORE THAN THIRTY (30)
DAYS PAST DUE ON THE PAYMENTS IT AWES TO MY THIRD PARTY PROVIDER OF THE HM5000
AIRTIME SERVICES, THE TSI SERVICES, THE ADMINISTRATIVE CARRIER SERVICES OR THE
LONG DISTANCE OR THE TOLL-FREE SERVICES, BUYER MAY, AT ITS OPTION, CHOOSE TO PAY
THE MOUNTS IT WOULD OTHERWISE PAY TO SELLER PURSUANT TO THIS SECTION 1.2
DIRECTLY TO THE APPLICABLE THIRD-PARTY PROVIDER INSTEAD.
IN SUCH CASE, BUYER
SHALL MAKE CLEAR TO THE THIRD-PARTY PROVIDER THAT IT IS MAKING SUCH PAYMENTS ON
SELLER'S BEHALF AND SHALL PROVIDE EVIDENCE TO SELLER THAT IT HAS MADE SUCH
PAYMENTS.
1.3
NETWORK SERVICE LEVEL.
(A)
AS FURTHER DESCRIBED IN EXHIBIT C, SELLER SHALL GUARANTEE BUYER THAT THE
HM5000 CUSTOMERS WILL RECEIVE A CERTAIN LEVEL OF NETWORK AVAILABILITY WITH
RESPECT TO THE NETWORK THAT PROVIDES THE HM5000 AIRTIME SERVICES.