- DELIVERY, FEES, INVOICING & PAYMENT
- TERM AND TERMINATION
- COOPERATION & OTHER OBLIGATIONS
- INTENTIONALLY OMITTED
- YOUR CONTENT
- UPGRADES AND OTHER SERVICES
- PROPRIETARY RIGHTS
- INTENTIONALLY OMITTED
- OTHER RESPONSIBILITIES
- DISCLAIMER OF WARRANTIES
- LIMITATION OF LIABILITY
- CONFIDENTIAL INFORMATION
1.2. “Content” means any text, data, trademarks, service marks, trade names, graphics, logos, URLs, domain names, brand features, photographs, pictures, communications, animation, images, digital clips, audio or video and other related components appearing in any RIL Services.
1.3. “RIL” means RILAWYERS.com.
1.4. “RIL Web Sites” mean any or all of the Web Sites owned by RIL including but not limited to RILAWYERS.com.
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1.7. “Media Outlets” means any or all of the following: the RIL Web Sites, certain web sites with which RIL has alliances, and the RIL online services.
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1.9. “RIL Services” means the goods and services offered by RIL and ordered by you.
1.10. “Online Directory” means the content of the law directories searchable at or through the RILAWYERS.com.
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1.13. “Term” has the meaning set forth in Section 3.1 below.
1.15. “You” and “your” (both capitalized and lower case) mean the person or firm named in the RIL Agreement.
1.16. “Your Content” (Sometimes referred to as “Customer Content”) means any text, data, trademarks, service marks, trade names, graphics, logos, URLs, domain names, brand features, photographs, pictures, communications, animation, images, digital clips, audio or video and other related components provided by you for use in any of the RIL Services.
2.2. All payments are due within 10 days from receipt of the invoice. Amounts which have not been paid within 30 days after the invoice date will thereafter, until paid, be subject to a late payment charge at a rate equal to 15% per annum (or, if less, the maximum rate permitted under applicable law). Customer shall owe and RIL has the right to invoice for the then-current non-sufficient funds fee for all returned checks. RIL reserves the right to change payment terms by providing written notice to you for the period following notice. Fees should be paid in U.S. dollars. Fees do not include any telecommunication provider’s charges. Invoices will include additional charges for shipping and handling, if applicable, as well as applicable taxes. Further, you shall be liable for all costs of collection incurred by RIL, including without limitation, collection agency fees, reasonable attorneys’ fees and court costs, if you fail to comply with the payment obligations set forth herein. Restrictive endorsements or other statements on checks or other forms of payment accepted by RIL will not be enforceable.
2.3. The fees for the RIL Services may include set up fees, deposits, transactional commitments (described in Order), monthly commitment(s) (described in Order), and other commitments (collectively the “Fees”). While some Fees may be expressed in terms of a monthly commitment, Customer is obligated for the sum of any monthly commitments or other type of periodic payments throughout the Term. Deposits must be paid upon acceptance of an Order and are non-refundable. Transactional commitments are payable when invoiced. Any changes or additions to Customer’s selections will affect the Fees.
2.4. Customer billing shall commence upon the commencement of the Term set forth in your Order for each RIL Service, unless otherwise designated. Customers who renew following an Initial Term or Rider Term (defined below in section 3.2) commitment may be subject to an increase, as set by RIL.
3.1 The term of your RIL Agreement begins on the commencement date set forth in the RIL Agreement and continues until the expiration of the latest expiring of all the terms for the RIL Services ordered in the RIL Agreement and its riders, extensions, and amendments or until termination of the RIL Agreement in accordance with its terms (the “Term”).
3.2. Each of the RIL Services ordered shall be provided for the term specified in the Order (the “Initial Term” or “Rider Term”). After the expiration of the Initial Term or Rider Term, if any, the terms for the RIL Services in the applicable Order will be extended on a month to month basis under the terms of this RIL Agreement, until either party terminates in accordance with the terms of this RIL Agreement.
3.3. The Term continues until the expiration of the latest expiring of all Orders and Riders under the RIL Agreement or until termination of the RIL Agreement in accordance with its terms. Either party may terminate the RIL Agreement:
a. Effective on the first day of any Renewal Term by providing 30 days prior written notice to the other party. If you fail to terminate this RIL Agreement as set forth in this section 3.3.a., then you will be invoiced for such Renewal Term and the applicable products will automatically renew.
b. Effective immediately for a material breach by the other party that remains uncured for more than 30 days after the allegedly breaching party receives written notice from the non-breaching party identifying the specific breach.
3.4. Except as set forth in Section 3.3 above, this RIL Agreement may not be terminated by Customer during the Term, except (a) by following the “Early Cancellation Provisions” set forth in Section 3.5 below; and (b) 30 days after RIL receives written notice of termination as a result of complete dissolution of Customer’s practice, or in the case of a solo practitioner, if there is a death or retirement, and (c) in the event of any increase in a monthly commitment, excluding (i) any increases set forth in this RIL Agreement, or (ii) increases related to adjusting any estimates, provided that such notice is given in writing 30 days prior to termination and is provided within 60 days after the price increase becomes effective. Upon termination your right to use the RIL Services shall immediately cease and RIL may delete from its servers and the Media Outlets Your Content and your RIL Services. In addition, if you are in default under this RIL Agreement, RIL reserves the right to withhold all RIL Services from you including those provided under separate RIL Agreements.
3.5. Customer acknowledges that its commitment to each Term was an important factor in RIL’s decision to agree to the pricing in this RIL Agreement. However, Customer may terminate the RIL Agreement for Customer’s convenience before the end of the applicable Term if Customer (i) notifies RIL at least 60 days before the effective date of termination and (ii) pays RIL all amounts invoiced and unpaid as of the date of termination, plus 100% of all deposits, set up fees or similar up front charges in the RIL Agreement, plus an “Early Cancellation Fee” equal to 60% of the total remaining amounts due under this RIL Agreement for the remainder of the Initial Term. If RIL terminates the RIL Agreement for Customer’s breach, Customer shall pay the Early Cancellation Fee in addition to, and not instead of, any other remedies provided elsewhere in this RIL Agreement, or by law for breach, including without limitation RIL’s right to seek injunctive relief and to sue for damages. Hereinafter, the terms and conditions of this paragraph shall be referenced as the “Early Cancellation Provisions.”
6.1. By providing, posting, publishing, uploading, inputting or distributing any Content to or through RIL or its RIL Services, you grant (or warrant that the owner of such rights has expressly granted) RIL a limited, worldwide, irrevocable, royalty-free, non-exclusive right and license, with the right to sublicense, to use, reproduce, modify, adapt, publish, publicly perform, publicly display, digitally display and digitally perform, translate, create derivative works from and distribute Your Content or incorporate Your Content into any form, medium, or technology now known or later developed throughout the universe, for the purposes of developing, providing, displaying and marketing the RIL Services, for internal use for product development and for marketing purposes. RIL may compile and use aggregated non-personal information taken from Your Content and may provide such information to third parties. Aggregated non-personal information means information that is taken from Your Content or your use of the RIL Services, but that is compiled in a way so that it no longer identifies an individual person. BY ENTERING INTO THIS RIL AGREEMENT YOU UNDERSTAND AND CONSENT TO RIL EXTRACTING YOUR CONTENT FROM YOUR EXISTING FIRM WEB SITE(S) FOR USE IN THE RIL SERVICES (E.G. the RILAWYERS.com Professional Profile). YOU FURTHER AGREE THAT SUCH EXTRACTED DATA (A) SHALL BE CONSIDERED PROVIDED BY YOU FOR USE IN RIL SERVICES, AND (B) IS SUBJECT TO THE LICENSE GRANT SET FORTH IN THIS SECTION 6.1. YOU AGREE THAT ANY INFORMATION EXTRACTED FROM YOUR WEB SITE WILL REPLACE CURRENT INFORMATION IN YOUR RIL SERVICES. IF YOU DO NOT POSSESS SUFFICIENT RIGHTS IN CONTENT ON YOUR WEB SITE TO ALLOW RIL’S USE OF THE CONTENT IN ACCORDANCE WITH THESE TERMS, YOU AGREE TO PROVIDE RIL PROMPT NOTIFICATION OF SUCH LIMITATIONS. SHOULD YOU WISH TO WITHDRAW OR LIMIT THE FOREGOING CONSENT AT ANY TIME YOU MAY REMOVE ANY SUCH EXTRACTED MATERIALS FROM THE RIL SERVICES BY GIVING WRITTEN NOTICE TO RIL OF ANY DESIRED REMOVAL OR OF ANY LIMITATIONS ON USE EITHER BY CONTACTING RIL VIA EMAIL: JESSICA@RILAWYERS.COM or U.S. MAIL: RILAWYERS.COM, 1260 GREENWICH AVE, WARWICK, RI 02886.
6.2. You are solely responsible for Your Content. You are liable for any material protected by copyright, trademark, patent or trade secret law used in Your Content without the permission of the author or owner, and for defamatory materials in any of Your Content. RIL is not responsible for reviewing Your Content before it appears on the RIL Services. You represent and warrant that (i) Your Content contains no offensive, harassing, inflammatory, defamatory, indecent, or obscene material, (ii) Your Content does not violate any applicable laws, regulations, or judicial rulings; (iii) Your Content is not false, misleading, deceptive, or fraudulent; (iv) you will endeavor in good faith to honor all promises, offers, and statements you make in Your Content and in any related materials, products, services, or communications you offer or make through Your Content; (v) you own or are authorized to use Your Content and all trademarks, trade names, and similar materials of any kind which are included in Your Content; and (vi) Your Content does not infringe upon or violate any intellectual property, proprietary, or other rights of RIL, its affiliates, and any third party. RIL reserves the right, in its sole discretion, to refuse to display or to remove from the RIL Services at any time any Content that it reasonably regards as violating this provision as otherwise inappropriate or as inconsistent with RIL editorial policies in effect from time to time. RIL reserves the right to release current or past information related to you if RIL believes that you or any of Your Content, any of the RIL Services you ordered, or your account is in violation of any criminal laws or is being used to commit unlawful acts, or if the information is subpoenaed.
6.3. Customer understands and acknowledges that: (a) RIL’s timely development and implementation of your RIL Services is contingent upon your timely provision of Your Content and feedback, (b) the RIL Services, Your Content and media plans are subject to the rules of each applicable Media Outlet on which they may appear; and (c) once a RIL Service is distributed, posted, hosted or placed upon a third party Media Outlet Web site or search engine RIL assumes no responsibility for its display on or removal from that site;
7.1. You agree to cooperate in the installation or implementation of any upgrade, update, fix or work around RIL releases or offers to release to you for one of the RIL Services in your Order. Your use of all updates, upgrades, fixes and work around is subject to the terms and conditions set forth herein and those set forth in RIL Agreement. After such installation or implementation, Customer may no longer continue to use the earlier version of the RIL Service. You agree that by installing and implementing an upgrade, update, fix or work around you voluntarily terminate your right to use any previous version of the RIL Service.
7.2 You hereby acknowledge that RIL may send you information (via postal service, email or other electronic means, and facsimile) and offers about upgrades and other services provided by RIL, its affiliates and other entities that have alliances with RIL unless you provide written notice to the contrary. Notwithstanding the foregoing, under no circumstances will RIL, its affiliates or other entities have any obligation to provide you with upgrades, enhancements, or modifications for the RIL Services.
Except as otherwise specified in the RIL Agreement and except for Your Content and any domain name(s) you own (i) the RIL Services; (ii) the RIL domain names; (iii) the RIL Web Sites and all content therein; (iv) the RIL online services and all content therein; (v) RIL owned or controlled logos, service marks and trademarks (the “Marks”) placed in any RIL Services and (vi) all Content other than Your Content, are owned by RIL and/or its licensors and are protected by copyrights, trademarks, service marks, patents, or other proprietary rights, laws, and regulations. As between you and RIL, you retain ownership of Your Content.
10.1. You represent that you are an attorney or a law firm whose attorneys are validly licensed to practice law as required by the applicable jurisdictions in which you or they practice. You are solely responsible for compliance with all laws, rules, and regulations governing attorney advertising, ethical obligations, licensure, and the practice of law, promulgated by any applicable jurisdiction, court, bar association, and any other governing body which are applicable to you, your attorneys or other representatives, the RILAWYERS.com Web Site, and your use of the RIL Services.
10.2. If you include your email address or other contact information in any profile, posting or other content, resulting in your receiving email or other communications sent from any third party, you acknowledge that you have the sole discretion whether to respond to that sender, who may be an impostor, and you do so at your sole risk. You are solely responsible for assessing the integrity, authenticity, honesty and trustworthiness of all persons with whom you choose to communicate. You agree that RIL and affiliates shall have no liability or responsibility whatsoever for any communications, RIL Agreements or transactions between you and any third party.
YOU EXPRESSLY AGREE THAT USE OF THE RIL SERVICES IS AT YOUR SOLE RISK. THE RIL SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. RIL EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. RIL, ITS LICENSORS, SUPPLIERS, SPONSORS, SUBCONTRACTORS, AND AFFILIATES MAKE: (A) NO WARRANTY THAT THE RIL SERVICES WILL MEET YOUR REQUIREMENTS, THAT THE RIL SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE, (B) NO WARRANTY ABOUT THE RESULTS OBTAINED FROM THE RIL SERVICES OR THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE RIL SERVICES, (C) NO WARRANTY THAT DEFECTS IN THE SOFTWARE, THE RIL SERVICES, OR THE RESULTS WILL BE CORRECTED, AND (D) NO WARRANTY REGARDING ANY GOODS OR SERVICES PURCHASED OR OBTAINED THROUGH OR FROM THE RIL WEB SITES, OTHER WEB SITES, OR ANY TRANSACTIONS ENTERED INTO THROUGH SUCH WEB SITES.
EXCEPT FOR THE RIL OBLIGATIONS IN THE INDEMNIFICATION SECTION ABOVE, THE LIABILITY OF RIL IS LIMITED TO THE FEE PAID BY YOU FOR THE RIL SERVICES DURING THE 12-MONTHS IMMEDIATELY PRECEDING THE DATE THE CLAIM OR CAUSE OF ACTION AROSE. RIL SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, STATUTORY, CONSEQUENTIAL OR EXEMPLARY DAMAGES INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, USE, DATA OR OTHER INTANGIBLES, EVEN IF RIL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. RIL IS NOT RESPONSIBLE FOR ANY LOSS OF DATA RESULTING FROM RIL’S DELETION OF ANY OF THE RIL SERVICES, NETWORK OR SYSTEM OUTAGES, EQUIPMENT OR TELECOMMUNICATIONS FAILURE OR MALFUNCTIONS, FILE CORRUPTION, OR ANY OTHER REASONS. RIL IS NOT RESPONSIBLE FOR THE DELIVERY OF ANY GOODS OR SERVICES SOLD OR ADVERTISED BY YOU OR OTHERS. YOU ARE COMPLETELY RESPONSIBLE FOR ALL ACTIVITIES, FEES, AND/OR LIABILITIES THAT ARE RELATED TO OR RESULT FROM USE OF THE RIL SERVICES. IN ADDITION TO THE FOREGOING, RIL SHALL NOT BE LIABLE FOR ANY LOSS, INJURY, CLAIM, LIABILITY OR DAMAGE OF ANY KIND RESULTING FROM SUBSCRIBER’S NON-COMPLIANCE WITH ALL LOCAL AND STATE ETHICS RULES OR OTHER RULES APPLICABLE TO THE PRACTICE OF LAW OR FROM SUBSCRIBER’S VIOLATION OF SUCH RULES.
If there is a conflict between any written terms of your RIL Agreement with RIL and these terms and conditions of use, the terms and conditions of the written RIL Agreement govern as to the subject of the RIL Agreement.
The RIL Agreement, including but not limited to its terms, conditions and pricing information is “Confidential Information” of RIL. Customer will receive and maintain Confidential Information in trust and confidence and not disclose or provide access to the Confidential Information to any third party. Customer will further limit disclosure within its organization to those persons who have a “need-to-know”. Customer understands disclosure of Confidential Information may cause competitive harm to RIL. If Customer breaches this confidentiality provision, RIL may, at its option, and in addition to any other remedy it may have under the RIL Agreement, at law or in equity, immediately terminate the RIL Services provided under the RIL Agreement without refund and immediately collect from Customer the Early Cancellation Fee.
16.1 Except as provided below, any controversy, claim or counterclaim (whether characterized as permissive or compulsory), arising out of or in connection with this RIL Agreement (including any amendment or addenda thereto), whether based on contract, tort, statute or other legal theory (including but not limited to any claim of fraud or misrepresentation) will be resolved by binding arbitration under this section and the then-current Commercial Rules and supervision of the American Arbitration Association (“AAA”). WITH THE EXCEPTION THAT ANY ARBITRATION WILL BE CONDUCTED AND RESOLVED ON AN INDIVIDUAL BASIS ONLY AND NOT ON A CLASS-WIDE, MULTIPLE PLAINTIFF OR SIMILAR BASIS. In the event any court, arbitrator or panel of arbitrators rules that the foregoing limitation is invalid, then, arbitration shall not be available and is expressly precluded as a method of conducting and resolving disputes arising under this RIL Agreement. The duty to arbitrate will extend to any employee, officer, agent or affiliate of either party. The arbitration will be held in Rhode Island. The arbitration will be conducted by a sole arbitrator who is knowledgeable with respect to the electronic information services industry and is an attorney. The arbitrator’s award will be final and binding and may be entered in any court having jurisdiction. The arbitrator will not have the power to award punitive or exemplary damages, or any damages excluded by, or in excess of, any damage limitations expressed herein.
a. Each party will bear its own attorneys’ fees and other costs (e.g., filing fees, internal costs, etc.) associated with the arbitration, except that the fees assessed by the AAA for the services of the arbitrator will be divided equally by the parties. If court proceedings to stay litigation or compel arbitration are necessary, the party who unsuccessfully opposes such proceedings will pay all associated costs, expenses and attorney’s fees which are reasonably incurred by the other party. Issues of arbitrability will be determined in accordance and solely with the federal substantive and procedural laws relating to arbitration; in all other respects, the arbitrator will be obligated to apply and follow the substantive law of the State of Rhode Island.
b. To facilitate resolution of controversies or claims, the parties agree to keep negotiations, arbitrations and settlement terms confidential.
c. Claims and controversies involving (a) non-payment of any of Customer’s obligations under the RIL Agreement, or (b) obligations under the violation of any of the proprietary rights of RIL, including claims in equity or law to protect the intellectual property rights of RIL or its third-party content providers; or (c) failure to comply with restrictions on use of the services and materials included in this RIL Agreement will not be subject to arbitration. RIL retains at all times the right to obtain an injunction in court to prevent misuse of the RIL Services and all RIL’s’ products and services.
Further, Customer shall bear all costs of collection incurred by RIL, including without limitation, collection agency fees, reasonable attorneys’ fees and all court costs for any failure by Customer to comply with its payment obligations in the RIL Agreement
17.1 Law. Unless specifically stated otherwise in the RIL Agreement, the RIL Agreement are governed by the laws of the State of Rhode Island without regard to its conflict of law provisions and you and RIL submit to the personal and exclusive jurisdiction of the courts located within the State of Rhode Island.
17.2 Waiver. The failure of either party to exercise or enforce any right or provision of this RIL Agreement will not constitute a waiver of such right or provision.
17.3 Severability. If any provision of the RIL Agreement is found by a court of competent jurisdiction to be invalid, the parties agree that the court should give effect to the parties’ intentions as reflected in the provision, and the other provisions contained herein and in the RIL Agreement will remain in full force and effect. If that term cannot be so interpreted or reformed, that term will be omitted and, if the term is essential to the Order, the parties will promptly begin good faith negotiations to replace it. The other terms of the Order will remain in effect and be enforceable with the invalid or unenforceable term interpreted, reformed, replaced, or omitted, as the case may be.
17.4 Claims. Any claim or cause of action arising out of or related to the RIL Services or this RIL Agreement must be filed within 24 months after such claim or cause of action arose or is forever barred, except for RIL claims based on amounts billed, payments made or your failure to pay for the RIL Services, regardless of any statute or law to the contrary.
17.5 Modifications. RIL may modify the RIL Services, withdraw RIL Services it ceases to offer, or modify this RIL Agreement, in whole or in part, at any time upon reasonable advance notice to you with such modifications taking effect from the date of such notice forward. Notice of such modification or withdrawal may be made by or on behalf of RIL to you via email, regular mail, telecopy, delivery service, or posting on a RIL Web Site. If the terms and conditions applicable to your RIL Agreement are materially modified, you may terminate the RIL Agreement with 10 days prior written notice to RIL, so long as notice of termination is made within ninety (90) days after RIL issues such notice. You will be deemed to have agreed to such modified RIL Agreement if RIL does not receive a notice of termination from you within such period. Notwithstanding the foregoing, you shall be bound by modifications to the RIL Agreement for any use of the RIL Services following the notice of the change. If a RIL Service you ordered is materially modified, you may terminate that portion of the Order including that RIL Service with 10 days prior written notice to RIL, so long as notice of termination is made within ninety (90) days after RIL issues such notice. You will be deemed to have agreed to such modification to the RIL Service if RIL does not receive a notice of termination from you within such period. Notwithstanding the foregoing, you shall be bound by modifications to the RIL Agreement for any use of the RIL Services following the notice of the change. If a RIL Service is withdrawn from the Order, then you shall only pay RIL the pro rata Fees and applicable taxes for such RIL Service through the date the RIL Service ceased to be provided.
17.6 Notice. Notice to RIL shall be made to its Chief Legal Officer at 1260 Greenwich Ave, Warwick, RI 02886.
17.7 Complete RIL Agreement. The RIL Agreement, including any exhibits, riders, and amendments state the complete RIL Agreement between you and RIL concerning this subject and, except as stated otherwise in the written RIL Agreement, supersedes all earlier oral and written communications between the parties concerning this subject.
17.8 Acceptance. The RIL Agreement is subject to acceptance by RIL, which acceptance shall be evidenced by providing access to the RIL Services. You warrant and represent that you have full right, power and authority to enter into this RIL Agreement and to grant the rights granted herein without violating any other RIL Agreement or commitment of any kind and that the person accepting the RIL Agreement on your behalf, whether such acceptance is in writing, electronically or through other means, has the power and authority to enter the RIL Agreement on your behalf.
17.9 No Exclusivity. Orders do not grant Customer an exclusive right or privilege to receive RIL Services. RIL may, in its sole discretion, provide similar or identical products and/or services to other customers, which may be competitors of Customer.
17.10 Relationship. Customer and RIL are independent contractors. Nothing in an Order is intended to or will constitute Customer or RIL as an agent, legal representative, partner, joint venture, franchisee, employee, or servant of the other for any purpose. Neither Customer nor RIL shall make any contract, commitment, warranty, or representation on behalf of the other, or incur any debt or other obligation in the other’s name.
17.11 Amendments. If an Order document specifies a process by which it may be amended, then RIL may amend it according to that process. No other amendment to an Order will be binding unless agreed to in a writing executed by RIL and Customer, and no approval, consent, or waiver will be enforceable unless signed by the granting party. No preprinted term appearing in any document that is not part of an Order will be enforceable by the originating party against the other party unless that term is expressly accepted in writing by an authorized representative of the other party. No document will be deemed to amend an Order by implication.
17.13 Non-Assignment. Customer may not assign its rights or delegate your duties under this RIL Agreement to access the RIL Services without the prior written consent of RIL, which consent shall not be unreasonably withheld.
17.14 Successors and Assigns. The RIL Agreement will be binding on, and will inure to the benefit of, the parties’ and their respective successors and permitted assigns.
17.15 Force Majeure. No party will be liable for any damage, delay, or failure of performance resulting directly or indirectly from a Force Majeure. If a Force Majeure occurs, the affected party will notify the other parties and make commercially reasonable efforts to mitigate the adverse effects of the Force Majeure on the performance of the Order. This Force Majeure Section does not excuse Customer’s obligation to pay for RIL Services actually received.