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7.1 By the Customer <br />Customer shall have the right to terminate Services in accordance with the terms and <br />conditions of the applicable Service Attachment(s) and Service Order(s). Upon any <br />cancellation of Service, the Customer shall remain liable for all amounts accrued under the <br />Agreement but unpaid as of the cancellation date as well as any cancellation charges as <br />outlined in the appropriate Service Attachment(s) and/or Service Order(s). <br />7.2 By Agile <br />If Customer breaches any term of this Agreement (including, but not limited to, any Service <br />Attachment(s) or Service Order(s)), then Agile may, at its option, terminate the Agreement or <br />applicable portion thereof upon thirty (30) days' notice. Upon termination of any Service, the <br />Customer shall remain liable for all amounts accrued under the Agreement but unpaid as of <br />the cancellation date as well as any cancellation charges as outlined in the appropriate <br />Service Attachment(s) and/or Service Order(s). <br />B. Financial — Charges, Claims and Disputes, Billing and Payment <br />8.1 Charges <br />A. All applicable charges will be fully documented in the appropriate Service Attachment(s) <br />and/or Service Order(s). <br />8.2 Claims and Disputes <br />A. If the Customer does not timely pay an Agile invoice within five (5) days of the date <br />payment is due, Agile will charge the Customer interest at an annual rate of fifteen per <br />cent (15%) on all past due invoice amounts; such interest shall accrue on the unpaid <br />balance from the day after an invoice becomes due until the invoice is paid in full. <br />B. In addition to Agile's other rights as stated in this Agreement, if five (5) business days <br />pass after the invoice becomes due and the Customer has not made payment to Agile in <br />full, then Agile may suspend Service(s) until such time as all amounts due are paid, plus <br />a One Hundred Dollar ($100.00) reactivation fee. <br />C. Notwithstanding operation of Section 7.2, above, if the Customer materially breaches any <br />term of this Agreement (including, but not limited to, any Service Attachment or Service <br />Order), and such breach remains uncured for a period of five (5) business days following <br />written notice thereof, then Agile may, in addition to any other remedies available <br />hereunder or at law or in equity, terminate this Agreement (or the applicable Service <br />Attachment and/or Service Order(s)) upon written notice to the Customer, or suspend <br />delivery of Service under this Agreement (or the applicable Service Attachment and/or <br />Service Order(s)), in whole or in part, without further notice to the Customer until such <br />time as the breach has been cured to the satisfaction of Agile in its sole discretion. If <br />Agile elects to suspend Service pursuant to this Section 8.2(C), Agile shall retain the right <br />to terminate the Agreement notwithstanding initially electing to suspend Services. <br />8.3 Invoicing <br />A. Invoices will be issued for recurring Services in advance of the first day of each month, <br />and will be issued at the Customer level unless specifically designated otherwise in an <br />applicable Service Attachment or Service Order. Agile will invoice the Customer for non- <br />recurring charges ("NRCs') in the Customer's initial invoice for Services, after <br />Page 7 <br />Agile Master Services Agreement Terms <br />10/1/19 <br />