|
or transmitted via the Service. Customer shall not upload,post,transmit or otherwise make available on or via the Service any material
<br /> (including any message or series of messages) that violates or infringes in any way upon the rights of others, that is unlawful,
<br /> threatening, abusive, obstructive, harassing, libelous, invasive of privacy or publicity rights, that in the circumstances would be
<br /> obscene or indecent, that constitutes hate speech, that is otherwise offensive or objectionable, or that encourages conduct that would
<br /> constitute a criminal offense,give rise to civil liability or otherwise violate any law or regulation. TWC may demand that Customer
<br /> remove within two(2)business days content that in its judgment violates these standards. If Customer does not remove such content
<br /> within two(2)business days,then TWC may remove it without further notice. Customer agrees to conform its equipment and software
<br /> 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
<br /> Date") and continuing through the Initial Term of Service set forth on the Cover Sheet, and unless terminated earlier in accordance
<br /> with this Agreement,shall thereafter automatically renew on a month-to-month basis unless either party notifies the other party at least
<br /> thirty (30) days prior to the expiration of the then-current term of such party's intent not to renew(the Initial Term and any renewal
<br /> term collectively referred to as the "Term"). As of the date the Cover Sheet is signed by Customer, Customer is deemed to have
<br /> ordered the Services and approved of TWC's initiation of the installation and construction process. Customer's termination rights
<br /> thereafter shall be as set forth in Section 9 below.
<br /> 6. PAYMENT. Customer agrees to pay TWC the one-time Service installation fee and monthly recurring Service fees
<br /> (collectively the "Service Charges") set forth on the Cover Sheet in accordance with the following payment terms: Service Charges
<br /> will be billed to Customer monthly in advance, in accordance with TWC's regular billing schedule and are payable within thirty(30)
<br /> days after the date of invoice. TWC shall have the right to increase Service Charges after the Initial Term (i.e., during the
<br /> month-to-month renewal outlined in Section 5)upon thirty(30)days advance written notice to Customer; and provided that Customer
<br /> shall have the right,after the Initial Term,to terminate at any time upon fifteen(15)days written notice to TWC. TWC may charge a
<br /> late fee for all overdue amounts. The late fee will be the lesser of 1'/�% or the highest rate chargeable by law. In addition to the
<br /> foregoing, and all other available remedies, TWC may discontinue Customer's access to the Service in whole or in part, until such
<br /> overdue amounts, together with interest, are paid. If Customer fails to pay Service Charges in a timely manner, TWC may require a
<br /> 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
<br /> taxes and governmental charges applicable to the Service(which taxes and charges are not included in the Service Charges),except for
<br /> taxes payable on TWC's net income. Customer shall pay all federal, state and local taxes, fees, charges, surcharges or similar
<br /> exactions imposed on the Services that are the subject of this Agreement including but not limited to state and local sales and use taxes,
<br /> telecommunications taxes, federal and state universal service fund fees and state and local regulatory fees to the extent applicable.
<br /> Further,TWC shall have the right to recover from Customer the amount of any state or local fees or taxes imposed directly on TWC,
<br /> TWC's services,or tax or fees measured on TWC's receipts,in the form of a surcharge included on Customer's invoice.TWC shall be
<br /> responsible for and shall pay all taxes measured by TWC's net income.To the extent that a dispute arises as to which party is liable for
<br /> taxes under this Agreement,Customer shall bear the burden of proof in showing that the tax is imposed upon TWC's net income. This
<br /> burden may be satisfied by Customer producing written documentation from the jurisdiction imposing the tax indicating that the tax is
<br /> based on TWC's net income. Customer shall be responsible for providing TWC any and all documentation substantiating a claim for
<br /> exemption from taxes or fees prior to the date that services are first provided under this agreement. To the extent such documentation
<br /> is held invalid for any reason, Customer agrees to reimburse TWC for any tax liability including related interest and penalties arising
<br /> from such invalid documentation.
<br /> 7. PROPRIETARY RIGHTS AND CONFIDENTIALITY. (a) TWC's ProprietarXRights. All materials,including,but not
<br /> limited to,any Equipment(including related firmware), software,data or information developed or provided by TWC, any identifiers
<br /> or passwords used to access the Service or otherwise provided by TWC,and any know-how,methodologies or processes including,but
<br /> not limited to, all copyrights,trademarks, patents,trade secrets, any other proprietary rights inherent therein and appurtenant thereto,
<br /> used by TWC to provide the Service (collectively "TWC Materials") shall remain the sole and exclusive property of TWC or its
<br /> suppliers. Customer shall acquire no interest in the TWC Materials by virtue of the payments provided for herein. Customer may use
<br /> the TWC Materials solely for Customer's use of the Service. Customer may not reproduce,modify or distribute the TWC Materials,or
<br /> use them for the benefit of any third party except as required by the public record laws of the State of North Carolina. All rights in the
<br /> TWC Materials not expressly granted to Customer are reserved to TWC.Customer will not open,alter,misuse,tamper with or remove
<br /> the Equipment as and where installed by TWC,and will not remove any markings or labels from the Equipment indicating TWC(or its
<br /> suppliers)ownership or serial numbers. (b) Confidentiality. Except to the extent disclosure is required by the public records laws of
<br /> the State of North Carolina: (i)Customer agrees to maintain in confidence, and not to disclose to third parties or use, except for such
<br /> use as is expressly permitted herein,the TWC Materials and any other information and materials provided by TWC in connection with
<br /> this 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
<br /> Agreement without TWC's prior written consent. Notwithstanding the foregoing,Customer agrees to notify TWC prior to disclosing
<br /> any TWC Materials and/or Confidential Information, whether pursuant to a public records request or otherwise, in order to permit
<br /> TWC to assess whether any exceptions apply that may permit TWC to withhold any requested TWC Materials or Confidential
<br /> Information from disclosure. (c) Software. If software is provided to Customer hereunder, TWC grants Customer a limited,
<br /> TWC BUSINESS CLASS PROPRIETARY&CONFIDENTIAL
<br /> Error!Unknown document property name.
<br />
|