2010-147 ES - Century Link for Embarq 911

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terminated for nonpayment may be subject to a reconnection charge. Customer may not offset disputed amounts from one invoice against payments due on the same or another account.Embarq's acceptance of late or partial payments(even those marked, "Paid in Full")and late payment charges is not a waiver of its right to collect the full amount due. Customer's payment obligations include late charges and third party collection costs Embarq incurs,including reasonable attorneys' fees, if Customer fails to cure its breach of these payment terms. 4.3 Disputed Invoice Charges. If Customer disputes a charge in good faith, Customer may withhold payment of that charge if Customer(A)makes timely payment of all undisputed charges; and(B)within 30 days from Embarq's invoice date, provides Embarq with a written explanation of the reasons for Customer's dispute of the charge. Customer must cooperate with Embarq to promptly resolve any disputed charge. If Embarq determines, in good faith, that the disputed charge is valid, Embarq will notify Customer and,within five business days of receiving notice,Customer must pay the charge. 5. CREDIT APPROVAL.Embarq's provision of Products and Services is subject to Embarq's credit approval of Customer. As part of the credit approval process, Embarq may require Customer to provide a deposit or other security. Additionally during the Term, if Customer's financial circumstance or payment history becomes reasonably unacceptable to Embarq,Embarq may require adequate assurance of future payment as a condition of continuing Embarq's provision of Products and Services. Customer's failure to provide adequate assurances required by Embarq is a material breach of the Agreement.Embarq may provide Customer's payment history or other billing/charge information to any credit reporting agency or industry clearinghouse. 6. ORDERS. 6.1 Application. The terms and conditions in any Orders will have no force or effect other than to denote quantity and description of Products or Services, delivery destinations, delivery dates, Customer billing addresses, installation addresses, the Agreement under which the Order is issued, and any other information required by Embarq.Orders are binding only upon acceptance in writing by Embarq.Embarq will notify Customer of rejected Orders. Customer may cancel an Order at any time before Embarq initiates delivery of Products and Services listed in the Order or otherwise begins performance, but Customer must pay Embarq's costs resulting from Customer's cancellation, including costs specifically described in the applicable Schedule or Product and Service-specific Annexes. 6.2 Cancellation. Embarq will notify Customer of rejected Orders. Customer may cancel an Order at any time before Embarq delivers the Products and Services listed in the Order or begins its performance,but Customer must pay any actual costs Embarq incurs due to Customer's cancellation in addition to any amounts described in the applicable Product and Service-specific Annexes. 7. WARRANTIES. EXCEPT AS, AND ONLY TO THE EXTENT EXPRESSLY PROVIDED IN THE AGREEMENT, PRODUCTS AND SERVICES ARE PROVIDED "AS IS." EMBARQ DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, INFRINGEMENT, AND WARRANTIES RELATED TO EQUIPMENT,MATERIAL,SERVICES OR SOFTWARE. 8. EQUIPMENT AND SOFTWARE;EMBARQ-PROVIDED NETWORK MANAGEMENT. 8.1 Equipment or Software Not Provided by Embarq.Customer is responsible for any items not provided by Embarq, including installation, operation, and maintenance of such equipment or software and any equipment or software that impairs Product or Service quality or availability. Upon notice from Embarq of such impairment, Customer will promptly cure the problem. Customer will continue to pay Embarq for Products and Services during such impairment or related suspension.If the impairment interferes with the use of the Embarq-provided network by Embarq or third parties,Embarq,in its reasonable discretion, may suspend or disconnect the affected Products and Services without advance notice to Customer, although Embarq will provide advance notice where practical. Customer will not rearrange,disconnect, remove, or attempt to repair any Embarq-provided items. At Customer's request, Embarq will troubleshoot the impairment at Embarq's then-current time and materials rates. Embarq is not liable if a commercially reasonable change in Products or Services causes equipment or software not provided by Embarq to become obsolete,require alteration,or perform at lower levels. #280902 Page 3 of 10 Rev.12.07