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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
<br /> and between TWC and Customer ("Cover Sheet") shall constitute the agreement between TWC and Customer ("Agreement"). In
<br /> consideration 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
<br /> Access" service connection between Customer's facility and TWC's (or a TWC affiliate's) facility as further described on the Cover
<br /> Sheet (the "Service"). TWC shall use commercially reasonable efforts to provide the Service 7 days a week, 24 hours a day,
<br /> excluding scheduled maintenance, required repair and events beyond TWC's reasonable control. TWC's provision of the Service is
<br /> subject to availability. 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
<br /> Exhibit A one time per month by providing a minimum of 30 days written notice; provided, however, that Customer
<br /> shall pay the change fee and maintain a minimum net monthly recurring charge of$10,265 with respect to all service
<br /> 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
<br /> will pay a non-recurring charge equal to TWC's equipment,engineering,and constructions costs as determined by TWC;
<br /> (ii) the monthly recurring charge must be at least equal to or greater than the monthly recurring charge for the original
<br /> service 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 of this Agreement Customer may open
<br /> new service locations. TWC will accommodate such changes so long as(i)each new service location is provisioned at a
<br /> minimum of 10 Mbps at a minimum of$462 in net new monthly recurring charges, and (ii) Customer pays a non-
<br /> recurring charge equal to TWC's equipment, engineering, and construction costs as determined by TWC to provide
<br /> service to a new service location. The Term of this Agreement will remain unchanged with respect to the new service
<br /> location(s).
<br /> 2. INSTALLATION. Customer shall obtain and maintain throughout the Term (as defined in Section 5 below) such consents
<br /> (including without limitation landlord and land owner consents) as are necessary to timely permit, and shall timely permit, TWC
<br /> personnel to install, deliver, operate and maintain the Service and Equipment as contemplated herein at Customer's facilities.
<br /> Customer shall permit TWC to access the Customer facilities during Customer's normal business hours, except in the event of
<br /> emergency or a Service problem in which Customer may access the facilities outside of normal business hours upon as much notice as
<br /> is practicable under the circumstances as needed to install, configure, upgrade, maintain or remove the Equipment and other service
<br /> components collocated at Customer's facilities. Customer shall make and maintain throughout the Term all site preparations necessary
<br /> to permit the installation, maintenance, and operation of the Service and any Equipment (as defined below) as specified by TWC.
<br /> Provided that Customer properly performs all necessary site preparation and provides TWC with all required consents, TWC shall use
<br /> commercially reasonable efforts to install the Service in accordance with a mutually agreed upon schedule. TWC shall provide
<br /> Customer with a completion notice("Completion Notice")upon completion of the installation of the Service. The Completion Notice
<br /> will detail the successful ping of each customer premise device ("TWC Testing"). Upon submission of the Completion Notice by
<br /> TWC to Customer, TWC will invoice Customer, and Customer shall incur its applicable payment obligations, in accordance with
<br /> Section 6 of this Agreement. Interconnection of the Service and Equipment with Customer's equipment will be performed by
<br /> Customer. If additional testing, other than the TWC Testing, is required, TWC reserves the right to document and incorporate a
<br /> change order,if appropriate,but TWC will not delay invoicing,and Customer's payment obligation 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 "Equipment") used by TWC to provide the Service.
<br /> TWC shall provide a telephone number and email address for inquiries and remote problem support for the Service. All such
<br /> Customer support shall be provided to Customer's help desk personnel only. Customer is responsible for interfacing with its
<br /> employees and end users. In no event shall TWC be responsible for providing such support for any network, equipment or software
<br /> not provided and installed by TWC under this Agreement or for issues or problems beyond its direct control. Customer agrees to
<br /> provide routine operational Service support for Equipment and service components collocated at Customer's facility,including without
<br /> limitation by performing reboots,as requested by TWC.
<br /> 4. CUSTOMER OBLIGATIONS. Customer's use of the Service (including all content transmitted via the Service) shall comply
<br /> with all applicable laws and regulations and the terms of this Agreement. Customer agrees not to resell or make any use of the Service
<br /> other than for Customer's internal business purposes. Customer agrees to use the Service solely for transmitting data in IP form.
<br /> Customer shall maintain the Equipment free and clear of all liens and encumbrances and shall be responsible for loss or damage to the
<br /> Equipment while at Customer's facilities. As between the parties, Customer is solely responsible for (a) all use (whether or not
<br /> authorized)of the Service,which use shall be deemed Customer's use for purposes of this Agreement;and(b)all content that is stored
<br /> or transmitted via the Service. Customer shall not upload, post, transmit or otherwise make available on or via the Service any
<br /> material(including any message or series of messages)that violates or infringes in any way upon the rights of others,that is unlawful,
<br /> TWC BUSINESS CLASS PROPRIETARY&CONFIDENTIAL
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