10.1 In addition to the right to terminate this Agreement by providing at least sixty (60) days’ notice prior to the end of the initial Term or a Renewal Term as detailed above in Section 1.2:
10.1.1 Either party may terminate this Agreement if the other party is in breach of any material provision of this Agreement, and such other party fails to cure within thirty (30) days after written notice. However, Customer understands and agrees that UniVoIP may at any time, and without notice to the Customer or opportunity to cure, terminate the Agreement or, alternatively, modify, suspend, disconnect, discontinue, or block access to some or all of the features of the Application or Services in the event:
(i) of a breach of Section 6.1;
(i) if UniVoIP determines that Customer has used a fraudulent credit card to pay for Service charges on Customer’s Account;
(iii) Customer has verbally insulted, abused, or harassed any of UniVoIP’s employees, contractors, agents, or other representatives;
(iv) Customer has failed to respond to UniVoIP’s calls or email attempts to contact Customer about his/her Account;
(v) Customer did not or will not reasonably comply or cooperate with any applicable law or regulations;
(vi) UniVoIP is ordered by law enforcement or other government agencies to suspend or terminate Service to Customer’s Account;
(vii)Customer brings any legal action or proceeding, including without limitation in any court, regulatory, or administrative body, arbitral body, or mediator, against UniVoIP, or participate in any class action lawsuit against UniVoIP;
(viii) Customer makes any disparaging statement (whether written, oral, electronic, or otherwise) against UniVoIP, its Services, or its employees, contractors, agents, investors, affiliates, or other representatives;
(ix) UniVoIP determines that such action is necessary to protect, maintain, or improve the Services;
(x) to prevent fraud or misrepresentation by affirmative acts and/or omissions;
(xi) to protect UniVoIP, its customers, or other third parties affiliated with UniVoIP; or
(xii) for any other good cause, where providing thirty days’ notice is either impractical or would material harm UniVoIP.
10.1.2 Customer may, upon written notice provided no later than five (5) days after third (3rd) or more unplanned Service Interruption during the second consecutive calendar month in which three (3) or more unplanned Service Interruptions occurred, terminate this Agreement without breach or penalty. By way of example, if there are three unplanned Services Interruptions in the month of July, and three unplanned Service Interruptions during the month of August, a notice must be sent within five (5) days of the last unplanned Service Interruption in August for the termination to be effective. However, Customer’s right to terminate for cause is limited to termination of the affected Services at the affected location only.
10.1.3 Unless otherwise prohibited by law, and notwithstanding any notice provisions in this Agreement to the contrary, UniVoIP may terminate this Agreement in the event of nonpayment by Customer, and Customer fails to cure within five (5) days after written notice. This right is in addition to and does not limit the rights provided to UniVoIP under Sections 7.2 and 7.3.
10.1.4 In the event that Customer files bankruptcy, and fails, within thirty (30) days thereafter, to provide adequate assurances of payment for services on a going forward basis, UniVoIP shall promptly terminate services. As used herein, UniVoIP will consider as adequate assurances of future payment, among other things, the deposit with UniVoIP of a security deposit in an amount no less than the sum of three times Customer’s average monthly invoice.
10.2 In the event this Agreement is terminated by Customer pursuant to 10.1.1 or 10.1.2, Customer agrees to pay UniVoIP all disconnection, early cancellation or termination charges reasonably incurred by UniVoIP on Customer’s behalf.
10.3 In the event this Agreement is terminated by UniVoIP pursuant to 10.1.1 or 10.1.3, or in the event this Agreement is terminated without cause by Customer prior to the end of the operative Term, or if the Agreement is terminated by UniVoIP for Customer’s breach prior to the end of the operative Term, then Customer agrees to pay UniVoIP the following (collectively the “Early Termination Fees”):
(i) If the Equipment was purchased, any equipment charges that were waived;
(ii) If the Equipment is rented, the remaining rental payments that would otherwise come due during the Term had the Agreement not been terminated, become due;
(iii) Any installation charges that were waived;
(iv) All disconnection, early cancellation or termination charges reasonably incurred by UniVoIP on
(v) All Recurring charges identified on the Proposal that would have otherwise become due during the
(vi) All Usage charges, if any; and
(vii) all taxes and regulatory fees associated with the foregoing.
10.4 The parties agree that the foregoing accurately reflects the Company’s damages incurred as a result of an early termination of a Contract as described in this section, and are not intended as, and shall not be construed as a penalty. Early Termination Fees shall be due and payable within thirty (30) days of the Termination Notice Date or on or before Termination date, whichever is earlier. Early termination provisions do not apply to Equipment leases that may carry their own early termination provisions.
10.5 Additionally, if customer uses the Services in an excessive, abusive, or unreasonable manner that is not customary for the type of Services, such as Excessive Calls where Customer resells any Services or uses the Services to aggregate other persons’ traffic, or Customer uses the Services for its own end users and/or customers as a telecommunications provider or any other kind of provider, or when ten percent (10%) or more of Customer’s calls are Short Duration Calls that are six (6) seconds or less, and/or when more than forty (40%) percent of call attempts are Uncompleted Calls, per site or all sites, UniVoIP may charge additional long-distance charges for such traffic and any additional charges necessary to recoup it administrative costs and any charges from other carriers, and charge an additional price per minute in accordance with the schedule attached as Addendum 1, in UniVoIP’s discretion for each call that violates this provision, restrict or cancel use or convert customer to another plan, require customer to pay for the excessive use immediately and make a deposit, and/or void any applicable price guarantee.
10.6 If Customer terminates this Agreement after the Signed date but prior to the installation of Service(s), Customer will pay UniVoIP as Pre-Installation Cancellation Charge (“Cancellation Charge”) equal to three (3) months of MRCs except that if UniVoIP’s costs to other providers are greater than this amount, Customer shall also reimburse UniVoIP for such costs. Customer agrees that the Cancellation Charge is a reasonable measure of the administrative costs and other fees incurred by UniVoIP to prepare for installation.
10.7 Upon any termination or suspension of Customer’s Account, UniVoIP may immediately deactivate or delete Customer’s Account and all related information and files in Customer’s Account and/or restrict any further access to such files, information, or the Applications or Services.
10.8 UniVoIP shall not be liable to the Customer or any third party for any reason for terminating or suspending Customer’s use or access to the Applications or Services.
10.9 If Customer or UniVoIP terminate or UniVoIP suspends Customer’s right to use the Services, Customer shall not be entitled to any refund or proration of any pre-paid amounts, Credits, or other amounts paid to UniVoIP prior to the termination or suspension date.
10.10 Within fifteen (15) days after the conclusion of the Term of this Agreement, or upon cancellation or termination of the same, Customer must return any rental Equipment, including but not limited to phones, accessories, routers, switches, and power supplies. Customer is responsible for all return shipping charges to UniVoIP.
10.11 Change of termination date by Customer after the initial notice of termination date, creates additional labor and coordination which will incur additional charges.