Right to Act. Upon Subscriber’s failure to perform any of its duties required by these Terms and Conditions, NSv may, but shall not be obligated to, perform any or all such duties, including payment of any tax, assessment, or insurance and other charges or expenses as provided herein. Subscriber shall reimburse NSv an amount equal to the cost paid plus a 10% administrative fee. Upon each anniversary of the Commencement Date, NSv shall review the change in the Consumer Price Index (CPI-U, U.S. city average, all items, 1982-1984=100) (the “Index”) as published by the U.S. Bureau of Labor Statistics, over the prior twelve (12) months (or such period as close as possible given the dates on which the CPI-U is published). Such review shall be made by subtracting the Index in effect as of the previous anniversary date (or commencement date when such review is made at the first anniversary) (“Base CPI”), from the Index published as close to the anniversary date (“Current CPI”) as possible. The resulting difference is then divided by the Base CPI. If the quotient (the “Factor”) is .03 or greater, then NSv shall have the right to adjust going forward all NSv recurring charges as of the anniversary date by multiplying the recurring charges by the “Index Ratio” which is equal to the Factor plus one (1). If the Factor is .03 or greater in any year, all subsequent increases to the Index as of the anniversary date, regardless of amount, shall be used to determine the “Adjusted Factor.” NSv shall have the right to adjust going forward all NSv recurring charges as of each anniversary date by multiplying the original recurring charges (as determined prior to any adjustment under this provision) by the “Adjusted Index Ratio,” which is equal to the Adjusted Factor plus one (1). The determination of the Factor, Adjusted Factor, and related Index Ratios is represented by the following formulas: F = (A – B)/B AF = ((A – B)/B) + F IR = F+1 AIR =AF + 1 Where: A = Current CPI F = Factor IR = Index Ratio B = Base CPI AF = Adjusted Factor AIR = Adjusted Index Ratio No adjustment shall be made to the recurring charges until the Index has increased by 3% or more between anniversary dates. NSv reserves the right to adjust all non-recurring charges using the same calculations. In the event that the Index is unavailable as of the anniversary date, you are to continue to timely pay all NSv recurring charges until the Index is available. Once available, the calculation shall occur to determine if the NSv recurring charges are subject to escalation in accordance with this section. If there is an escalation, you agree to make a retroactive payment to NSv equal to the difference between (1) the escalated NSv recurring charges due from the anniversary date until the date such increase was finally computed; and (2) the NSv recurring charges actually paid by you from the anniversary date until the date such increase was finally computed. No subsequent adjustments or re-computations, retroactive or otherwise, shall be made due to any revision that may later be made to the first published figure of the Index for any month. In no event shall the NSv recurring charges decrease as a result of a change in the Index. Any delay or failure of NSv in computing or billing you for an escalation in the NSv recurring charges as permitted by this section shall not constitute a waiver of or in any way impair your obligation to pay any portion of the escalation. Your obligation to pay escalated NSv recurring charges shall continue and shall cover all periods up to the last date of the Subscription Agreement, through expiration or termination. In the event the Index ceases to use 1982-84=100 as the basis of calculation, or if, in NSv's sole judgment, a substantial change is made in the method used by the federal government to determine the Index or the items used to calculate the Index, then the Index shall be converted (the “Conversion”) to the figure that would have been calculated (or as close to such figure as shall be practical) had the manner of calculating the Index in effect as of the date of the Subscription Agreement not been altered. As used herein, it shall be deemed a “substantial change” in the manner in which the Index is calculated if the federal government adjusts the method in which the Consumer Price Index is determined in an attempt to more accurately reflect changes in the cost-of- living. If in NSv's sole judgment, the Conversion is impossible or impractical, then the revised Index shall be deemed to replace the original Index for purposes of the Subscription Agreement. Equipment replacement is provided for NSv through a third party, Panasonic Advanced Exchange Program pursuant to terms and conditions found at ▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇/nsvConnect/panasonic-advanced-exchange-progam.pdf. Any replacement is based on Panasonic Advanced Exchange Program’s approval process. If an identical NSv Component is no longer available, Subscriber will be provided equipment of a functional equivalent of equal or greater value. Any NSv Component that is defective must be promptly returned by Subscriber. Failure to return inoperable NSv Components within two (2) weeks of receipt of a replacement will result in Subscriber being charged for the replacement component. Replacement of NSv Components is unconditional and includes acts of God, in which case NSv shall be entitled to any insurance proceeds covering the lost or damaged NSv Components. The only exception to this coverage is intentional acts (such as theft) or cases of clear abuse or misuse. NSv shall not have any responsibility or liability to Subscriber for any matters related to the Equipment Replacement and/or Panasonic Advanced Exchange Program. Subscriber agrees to hold NSv harmless from all claims or losses stemming from the Equipment Replacement and/or Panasonic Advanced Exchange Program.
Appears in 1 contract
Sources: Terms and Conditions
Right to Act. Upon Subscriber’s failure to perform any of its duties required by these Terms and Conditions, NSv Blueface may, but shall not be obligated to, perform any or all such duties, including payment of any tax, assessment, or insurance and other charges or expenses as provided herein. Subscriber shall reimburse NSv Blueface an amount equal to the cost paid plus a 10% administrative fee. Upon each anniversary of the Commencement Date, NSv Blueface shall review the change in the Consumer Price Index (CPI-U, U.S. city average, all items, 1982-1984=100) (the “Index”) as published by the U.S. Bureau of Labor Statistics, over the prior twelve (12) months (or such period as close as possible given the dates on which the CPI-U is published). Such review shall be made by subtracting the Index in effect as of the previous anniversary date (or commencement date when such review is made at the first anniversary) (“Base CPI”), from the Index published as close to the anniversary date (“Current CPI”) as possible. The resulting difference is then divided by the Base CPI. If the quotient (the “Factor”) is .03 or greater, then NSv Blueface shall have the right to adjust going forward all NSv Blueface recurring charges as of the anniversary date by multiplying the recurring charges by the “Index Ratio” which is equal to the Factor plus one (1). If the Factor is .03 or greater in any year, all subsequent increases to the Index as of the anniversary date, regardless of amount, shall be used to determine the “Adjusted Factor.” NSv Blueface shall have the right to adjust going forward all NSv Blueface recurring charges as of each anniversary date by multiplying the original recurring charges (as determined prior to any adjustment under this provision) by the “Adjusted Index Ratio,” which is equal to the Adjusted Factor plus one (1). The determination of the Factor, Adjusted Factor, and related Index Ratios is represented by the following formulas: F = (A – B)/B AF = ((A – B)/B) + F IR = F+1 AIR =AF + 1 Where: A = Current CPI F = Factor IR = Index Ratio B = Base CPI AF = Adjusted Factor AIR = Adjusted Index Ratio No adjustment shall be made to the recurring charges until the Index has increased by 3% or more between anniversary dates. NSv Blueface reserves the right to adjust all non-recurring charges using the same calculations. In the event that the Index is unavailable as of the anniversary date, you are to continue to timely pay all NSv Blueface recurring charges until the Index is available. Once available, the calculation shall occur to determine if the NSv Blueface recurring charges are subject to escalation in accordance with this section. If there is an escalation, you agree to make a retroactive payment to NSv Blueface equal to the difference between (1) the escalated NSv Blueface recurring charges due from the anniversary date until the date such increase was finally computed; and (2) the NSv Blueface recurring charges actually paid by you from the anniversary date until the date such increase was finally computed. No subsequent adjustments or re-computations, retroactive or otherwise, shall be made due to any revision that may later be made to the first published figure of the Index for any month. In no event shall the NSv Blueface recurring charges decrease as a result of a change in the Index. Any delay or failure of NSv Blueface in computing or billing you for an escalation in the NSv Blueface recurring charges as permitted by this section shall not constitute a waiver of or in any way impair your obligation to pay any portion of the escalation. Your obligation to pay escalated NSv Blueface recurring charges shall continue and shall cover all periods up to the last date of the Subscription Agreement, through expiration or termination. In the event the Index ceases to use 1982-84=100 as the basis of calculation, or if, in NSv's Blueface’s sole judgment, a substantial change is made in the method used by the federal government to determine the Index or the items used to calculate the Index, then the Index shall be converted (the “Conversion”) to the figure that would have been calculated (or as close to such figure as shall be practical) had the manner of calculating the Index in effect as of the date of the Subscription Agreement not been altered. As used herein, it shall be deemed a “substantial change” in the manner in which the Index is calculated if the federal government adjusts the method in which the Consumer Price Index is determined in an attempt to more accurately reflect changes in the cost-of- of-living. If in NSv's Blueface’s sole judgment, the Conversion is impossible or impractical, then the revised Index shall be deemed to replace the original Index for purposes of the Subscription Agreement. Equipment replacement is provided for NSv through a third party, Panasonic Advanced Exchange Program pursuant to terms and conditions found at ▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇/nsvConnect/panasonic-advanced-exchange-progam.pdf. Any replacement is based on Panasonic Advanced Exchange Program’s approval process. If an identical NSv Component is no longer available, Subscriber will be provided equipment of a functional equivalent of equal or greater value. Any NSv Component that is defective must be promptly returned by Subscriber. Failure to return inoperable NSv Components within two (2) weeks of receipt of a replacement will result in Subscriber being charged for the replacement component. Replacement of NSv Components is unconditional and includes acts of God, in which case NSv shall be entitled to any insurance proceeds covering the lost or damaged NSv Components. The only exception to this coverage is intentional acts (such as theft) or cases of clear abuse or misuse. NSv shall not have any responsibility or liability to Subscriber for any matters related to the Equipment Replacement and/or Panasonic Advanced Exchange Program. Subscriber agrees to hold NSv harmless from all claims or losses stemming from the Equipment Replacement and/or Panasonic Advanced Exchange Program.
Appears in 1 contract
Sources: Terms and Conditions