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non-exclusive and non-transferable license to use such software, in object code form only, solely for the purpose of using the Service
<br /> for Customer's internal business purposes during the Term.
<br /> 8. MONITORING AND MODIFICATIONS. TWC shall have the right,but not the obligation,to monitor traffic and content
<br /> on its network, in its sole discretion, including through the use of automatic content filters (including without limitation Spam,virus,
<br /> and adult language sniffers and filters). TWC shall have the right, but not the obligation, to upgrade, modify and enhance the
<br /> Equipment(including related firmware)and the Service and take any action that TWC deems appropriate to protect the Service and its
<br /> facilities.
<br /> 9. TERMINATION.
<br /> a. Either party may terminate this Agreement upon thirty(30)days written notice of the other party's material breach,
<br /> provided that such material breach is not cured within such thirty(30)day period. TWC may terminate this Agreement in
<br /> the event that TWC is unable to fulfill any obligation under this Agreement due to Customer's (or a Customer
<br /> Employee's or Customer's branch office's)failure,or the failure of any owner or landlord controlling access or rights in
<br /> or to the property in question,to allow TWC access to space,equipment or software at any time during the Term of this
<br /> Agreement(referred to herein as an"Access Restriction"). In addition, in the event that Customer fails to comply with
<br /> any laws or regulations applicable to the use of the Service,the terms of this Agreement,or the Terms of Use,TWC may
<br /> suspend or discontinue Customer's Service in whole or in part upon ten (10) days advance notice; provided, however,
<br /> that if Customer demonstrates that it is diligently pursuing a cure for such failure within thirty(30)days,then TWC will
<br /> not suspend or discontinue Customer's Service. If Customer has not cured such failure within thirty(30)days,then TWC
<br /> may suspend or discontinue Customer's Service without further notice. In the event of a suspension,TWC may require a
<br /> reconnect charge to restart the suspended Service.
<br /> b. Upon the termination or expiration of this Agreement:(a)TWC's obligations hereunder shall cease;(b)Customer
<br /> promptly shall pay all amounts due and owing to TWC for Service delivered prior to the date of termination or
<br /> expiration, if any; (c) Customer promptly shall cease all use of any software provided by TWC hereunder, and shall
<br /> return such software to TWC; and (d) Customer shall return to TWC or permit TWC to remove, in TWC's sole
<br /> discretion,the Equipment in the same condition as when received, ordinary wear and tear excepted. Customer shall be
<br /> responsible for reimbursing TWC for the repair or replacement, at TWC's commercially reasonable discretion, of any
<br /> Equipment not returned in accordance with this section.
<br /> C. Notwithstanding anything to the contrary herein,upon early termination of this Agreement by Customer,or by TWC
<br /> for Customer's breach, Customer shall promptly pay TWC, in TWC's discretion,a termination fee equal to the Service
<br /> Charges that would have been due for the remainder of the Initial Term or the then-current renewal term, as applicable.
<br /> For the avoidance of doubt, by signing the Cover Sheet, Customer is committing to procure the Services for the full
<br /> Initial Term,unless Customer terminates this Agreement early pursuant to the first sentence of this Section 9 as a result of
<br /> TWC's material uncured breach. Outside of that situation, if Customer, declines to receive or accept the Services,
<br /> Customer will still be billed for such Services and shall still be obligated to pay for such Services. The parties agree that
<br /> the remedies set forth herein for early termination are intended to establish liquidated damages in the event of such early
<br /> termination, since damages in such an event are difficult or impossible to ascertain,and these remedies are not intended
<br /> as a penalty. The foregoing shall be in addition to any other rights and remedies that TWC may have under this
<br /> Agreement or at law or equity relating to Customer's material breach.
<br /> d. Customer intends to fulfill this Agreement for the entire Term if funds are legally available to pay the Service
<br /> Charges; provided, however,that Customer may terminate the Agreement,without a termination fee or penalty, if funds
<br /> sufficient to pay the Customer's obligations under the Agreement are not appropriated. At least thirty(30)days prior to
<br /> the end of the then-current fiscal year,Customer shall certify in writing that(i)funds have not been appropriated for the
<br /> next fiscal period and(ii)such non-appropriation did not result from any act or failure by Customer.
<br /> 10. INDEMNIFICATION. To the extent permitted by applicable law and Customer's insurance policies,Customer agrees to
<br /> defend, indemnify and hold harmless TWC, its affiliates, its service providers and suppliers and their respective officers, directors,
<br /> employees and agents, from and against all claims, liabilities, damages and expenses, including attorneys' and other professionals'
<br /> fees, arising out of or relating to (i)the use of the Service, including but not limited to a breach of Section 4 herein; or(ii) personal
<br /> injury or property damage caused by the gross negligence or willful misconduct of Customer or its employees or agents. TWC agrees
<br /> to defend, indemnify and hold harmless Customer, its employees, officers and agents from and against all claims, liabilities,damages
<br /> and expenses,including attorneys'and other professionals'fees,arising out of or relating to personal injury or property damage caused
<br /> by the gross negligence or willful misconduct of TWC or its employees or agents.
<br /> 11. DISCLAIMER OF WARRANTY. CUSTOMER ASSUMES TOTAL RESPONSIBILITY FOR USE OF THE SERVICE
<br /> AND THE INTERNET AND ACCESSES THE SAME AT ITS OWN RISK. TWC EXERCISES NO CONTROL OVER AND HAS
<br /> NO RESPONSIBILITY WHATSOEVER FOR THE CONTENT TRANSMITTED OR ACCESSIBLE THROUGH THE SERVICE
<br /> OR THE INTERNET OR ACTIONS TAKEN ON THE INTERNET AND TWC EXPRESSLY DISCLAIMS ANY
<br /> RESPONSIBILITY FOR SUCH CONTENT OR ACTIONS. EXCEPT AS SPECIFICALLY SET FORTH HEREIN,THE SERVICE
<br /> AND RELATED EQUIPMENT AND/OR OTHER MATERIALS USED IN CONNECTION WITH THE SERVICE,IF ANY,ARE
<br /> TWC BUSINESS CLASS PROPRIETARY&CONFIDENTIAL
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