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Time Warner Cable Business Class Optical Access Service Agreement Terms and Conditions
<br /> These terms and conditions,taken together with the Time Warner Cable Optical Access Service Agreement Cover Sheet signed by and
<br /> between TWC and Customer("Cover Sheet")shall constitute the agreement between TWC and Customer("A egr ement"). In consideration
<br /> of the mutual promises and agreements made herein and intending to be legally bound,the parties agree as follows:
<br /> 1. SERVICE. Subject to the terms and conditions of this Agreement,TWC shall provide Customer with a dedicated"Optical Access"
<br /> service connection between Customer's facility and TWC's(or a TWC affiliate's)facility as further described on the Cover Sheet(the
<br /> "Service"). TWC shall use commercially reasonable efforts to provide the Service 7 days a week,24 hours a day,excluding scheduled
<br /> maintenance, required repair and events beyond TWC's reasonable control. TWC's provision of the Service is subject to availability.
<br /> Customer may request changes to the Service upon the following terms and conditions:
<br /> a. Bandwidth:Customer may make changes to the bandwidth subscription level at any service location as described on Exhibit
<br /> A one time per month by providing a minimum of 30 days written notice;provided,however,that Customer shall pay the
<br /> change fee and maintain a minimum net monthly recurring charge of$15,175 with respect to all service locations.
<br /> b. Service Location Change: If Customer requires a Service to be transferred from any existing service location to a new
<br /> service location,or requires the demarcation point to be moved within the existing service location,then(i)Customer will pay
<br /> a non-recurring charge equal to TWC's equipment, engineering, and constructions costs as determined by TWC;(ii)the
<br /> monthly recurring charge must be at least equal to or greater than the monthly recurring charge for the original service
<br /> location,and(iii)the Term of this Agreement will remain unchanged with respect to the new service location.
<br /> c. Addition of Service Locations: TWC acknowledges that during the Initial Term ofthis Agreement Customer may open new
<br /> service locations. TWC will accommodate such changes so long as(i)each new service location is provisioned at a minimum
<br /> of 10 Mbps at a minimum of$625 in net new monthly recurring charges,and(ii)Customer pays a non-recurring charge equal
<br /> to TWC's equipment,engineering,and construction costs as determined by TWC to provide service to a new service location.
<br /> The Term of this Agreement will remain unchanged with respect to the new service location(s).
<br /> 2. INSTALLATION. Customer shall obtain and maintain throughout the Term(as defined in Section 5 below)such consents(including
<br /> without limitation landlord and land owner consents)as are necessary to timely permit,and shall timely permit,TWC personnel to install,
<br /> deliver,operate and maintain the Service and Equipment as contemplated herein at Customer's facilities. Customer shall permit TWC to
<br /> access the Customer facilities during Customer's normal business hours,except in the event of emergency or a Service problem in which
<br /> Customer may access the facilities outside of normal business hours upon as much notice as is practicable under the circumstances as
<br /> needed to install,configure,upgrade,maintain or remove the Equipment and other service components collocated at Customer's facilities.
<br /> Customer shall make and maintain throughout the Term all site preparations necessary to permit the installation,maintenance,and operation
<br /> of the Service and any Equipment(as defined below)as specified by TWC. Provided that Customer properly performs all necessary site
<br /> preparation and provides TWC with all required consents, TWC shall use commercially reasonable efforts to install the Service in
<br /> accordance with a mutually agreed upon schedule. TWC shall provide Customer with a completion notice("Completion Notice")upon
<br /> completion of the installation of the Service. The Completion Notice will detail the successful ping of each customer premise device
<br /> ("TWC Testing"). Upon submission of the Completion Notice by TWC to Customer,TWC will invoice Customer,and Customer shall
<br /> incur its applicable payment obligations,in accordance with Section 6 of this Agreement. Interconnection of the Service and Equipment
<br /> with Customer's equipment will be performed by Customer. If additional testing,other than the TWC Testing,is required,TWC reserves
<br /> the right to document and incorporate a change order,if appropriate,but TWC will not delay invoicing,and Customer's payment obligation
<br /> shall not be delayed.
<br /> 3. SUPPORT & MAINTENANCE. TWC shall use commercially reasonable efforts to maintain the TWC-provided and installed
<br /> cabling,routers and other TWC-installed equipment,if any,(collectively,the"Equinment')used by TWC to provide the Service. TWC
<br /> shall provide a telephone number and email address for inquiries and remote problem support for the Service. All such Customer support
<br /> shall be provided to Customer's help desk personnel only. Customer is responsible for interfacing with its employees and end users. In no
<br /> event shall TWC be responsible for providing such support for any network,equipment or software not provided and installed by TWC
<br /> under this Agreement or for issues or problems beyond its direct control. Customer agrees to provide routine operational Service support
<br /> for Equipment and service components collocated at Customer's facility,including without limitation by performing reboots,as requested by
<br /> TWC.
<br /> 4. CUSTOMER OBLIGATIONS. Customer's use of the Service(including all content transmitted via the Service)shall comply with
<br /> all applicable laws and regulations,the terms of this Agreement, and any Terms of Use(which are hereby incorporated herein by this
<br /> reference and made a part of this Agreement for all purposes). "Terms of Use"means all Service policies, including without limitation
<br /> acceptable use policies available on the TWC web site,at http://help.twcable.com/html/policies.html,as may be modified from time to time
<br /> by TWC in accordance with Section 8. Customer agrees not to resell or make any use of the Service other than for Customer's internal
<br /> business purposes. Customer agrees to use the Service solely for transmitting data in IP form. Customer shall maintain the Equipment free
<br /> and clear of all liens and encumbrances and shall be responsible for loss or damage to the Equipment while at Customer's facilities. As
<br /> TWC BUSINESS CLASS PROPRIETARY&CONFIDENTIAL
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