|
between the parties,Customer is solely responsible for(a)all use(whether or not authorized)of the Service,which use shall be deemed
<br /> Customer's use for purposes of this Agreement;and(b)all content that is stored or transmitted via the Service. Customer shall not upload,
<br /> post,transmit or otherwise make available on or via the Service any material(including any message or series of messages)that violates or
<br /> infringes in any way upon the rights of others,that is unlawful,threatening,abusive,obstructive,harassing,libelous,invasive of privacy or
<br /> publicity rights, that in the circumstances would be obscene or indecent, that constitutes hate speech, that is otherwise offensive or
<br /> objectionable,or that encourages conduct that would constitute a criminal offense,give rise to civil liability or otherwise violate any law or
<br /> regulation. TWC may demand that Customer remove within two(2)business days content that in its judgment violates these standards. If
<br /> Customer does not remove such content within two(2)business days,then TWC may remove it without further notice. Customer agrees to
<br /> conform its equipment and software to TWC's then-current network specifications and system requirements for the Service.
<br /> 5. TERM. The Agreement shall be in effect commencing on the date signed by both parties on the Cover Sheet(the"Effective Date")
<br /> and continuing through the Initial Term of Service set forth on the Cover Sheet, and unless terminated earlier in accordance with this
<br /> Agreement,shall thereafter automatically renew on a month-to-month basis unless either party notifies the other party at least thirty(30)
<br /> days prior to the expiration of the then-current term of such party's intent not to renew(the Initial Term and any renewal term collectively
<br /> referred to as the"Term"). As of the date the Cover Sheet is signed by Customer,Customer is deemed to have ordered the Services and
<br /> approved of TWC's initiation of the installation and construction process. Customer's termination rights thereafter shall be as set forth in
<br /> Section 9 below.
<br /> 6. PAYMENT. Customer agrees to pay TWC the one-time Service installation fee and monthly recurring Service fees(collectively the
<br /> "Service Charges") set forth on the Cover Sheet in accordance with the following payment terms: Service Charges will be billed to
<br /> Customer monthly in advance,in accordance with TWC's regular billing schedule and are payable within thirty(30)days after the date of
<br /> invoice. TWC shall have the right to increase Service Charges after the Initial Term upon thirty (30) days advance written notice to
<br /> Customer. TWC may charge a late fee for all overdue amounts. The late fee will be the lesser of 1'/z%or the highest rate chargeable by
<br /> law. In addition to the foregoing,and all other available remedies,TWC may discontinue Customer's access to the Service in whole or in
<br /> part,until such overdue amounts,together with interest,are paid. If Customer fails to pay Service Charges in a timely manner,TWC may
<br /> require a security deposit,letter of credit,advance payment for Service or other reasonable assurances of payment from Customer.
<br /> In the event use,sales or other taxes or government charges are applicable,Customer shall be responsible for all use,sales and other taxes
<br /> and governmental charges applicable to the Service(which taxes and charges are not included in the Service Charges),except for taxes
<br /> payable on TWC's net income. Customer shall pay all federal,state and local taxes,fees,charges,surcharges or similar exactions imposed
<br /> on the Services that are the subject of this Agreement including but not limited to state and local sales and use taxes,telecommunications
<br /> taxes,federal and state universal service fund fees and state and local regulatory fees to the extent applicable. Further,TWC shall have the
<br /> right to recover from Customer the amount of any state or local fees or taxes imposed directly on TWC,TWC's services,or tax or fees
<br /> measured on TWC's receipts,in the form of a surcharge included on Customer's invoice.TWC shall be responsible for and shall pay all
<br /> taxes measured by TWC's net income. To the extent that a dispute arises as to which party is liable for taxes under this Agreement,
<br /> Customer shall bear the burden of proof in showing that the tax is imposed upon TWC's net income. This burden may be satisfied by
<br /> Customer producing written documentation from the jurisdiction imposing the tax indicating that the tax is based on TWC's net income.
<br /> Customer shall be responsible for providing TWC any and all documentation substantiating a claim for exemption from taxes or fees prior
<br /> to the date that services are first provided under this agreement.To the extent such documentation is held invalid for any reason,Customer
<br /> agrees to reimburse TWC for any tax liability including related interest and penalties arising from such invalid documentation.
<br /> 7. PROPRIETARY RIGHTS AND CONFIDENTIALITY. (a) TWC's Proprietary Rights. All materials,including,but not limited to,
<br /> any Equipment(including related firmware),software,data or information developed or provided by TWC,any identifiers or passwords
<br /> used to access the Service or otherwise provided by TWC,and any know-how,methodologies or processes including,but not limited to,all
<br /> copyrights,trademarks,patents,trade secrets,any other proprietary rights inherent therein and appurtenant thereto,used by TWC to provide
<br /> the Service(collectively"TWC Materials")shall remain the sole and exclusive property of TWC or its suppliers. Customer shall acquire no
<br /> interest in the TWC Materials by virtue of the payments provided for herein. Customer may use the TWC Materials solely for Customer's
<br /> use of the Service. Customer may not reproduce,modify or distribute the TWC Materials,or use them for the benefit of any third party. All
<br /> rights in the TWC Materials not expressly granted to Customer are reserved to TWC.Customer will not open,alter,misuse,tamper with or
<br /> remove the Equipment as and where installed by TWC,and will not remove any markings or labels from the Equipment indicating TWC(or
<br /> its suppliers)ownership or serial numbers. (b) Confidentiality. Except to the extent disclosure is required by the public records laws of the
<br /> State of North Carolina:(i)Customer agrees to maintain in confidence,and not to disclose to third parties or use,except for such use as is
<br /> expressly permitted herein, the TWC Materials and any other information and materials provided by TWC in connection with this
<br /> Agreement that are identified or marked as confidential or are otherwise reasonably understood to be confidential ("Confidential
<br /> Information"),and(ii)Customer shall make no press release,public announcement or other public statements regarding this Agreement
<br /> without TWC's prior written consent. Notwithstanding the foregoing, Customer agrees to notify TWC prior to disclosing any TWC
<br /> Materials and/or Confidential Information,whether pursuant to a public records request or otherwise, in order to permit TWC to assess
<br /> whether any exceptions apply that may permit TWC to withhold any requested TWC Materials or Confidential Information from disclosure.
<br /> (c)Software. If software is provided to Customer hereunder,TWC grants Customer a limited,non-exclusive and non-transferable license
<br /> to use such software,in object code form only,solely for the purpose of using the Service for Customer's internal business purposes during
<br /> the Term.
<br /> TWC BUSINESS CLASS PROPRIETARY&CONFIDENTIAL
<br /> Error!Unknown document property name.
<br />
|