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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
<br /> 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
<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(collectively
<br /> the"Service Charges") set forth on the Cover Sheet in accordance with the following payment terms: Service Charges will be billed
<br /> to Customer monthly in advance, in accordance with TWC's regular billing schedule and are payable within thirty(30) days after the
<br /> date of invoice. TWC shall have the right to increase Service Charges after the Initial Term(i.e.,during the month-to-month renewal
<br /> outlined in Section 5)upon thirty(30)days advance written notice to Customer;and provided that Customer shall have the right, after
<br /> the Initial Term, to terminate at any time upon fifteen (15)days written notice to TWC. TWC may charge a late fee for all overdue
<br /> amounts. The late fee will be the lesser of 1'/2% or the highest rate chargeable by law. In addition to the foregoing, and all other
<br /> available remedies, TWC may discontinue Customer's access to the Service in whole or in part,until such overdue amounts, together
<br /> with interest, are paid. If Customer fails to pay Service Charges in a timely manner, TWC may require a security deposit, letter of
<br /> 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
<br /> for 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
<br /> taxes, telecommunications taxes, federal and state universal service fund fees and state and local regulatory fees to the extent
<br /> applicable. Further, TWC shall have the right to recover from Customer the amount of any state or local fees or taxes imposed
<br /> directly on TWC , TWC's services, or tax or fees measured on TWC's receipts, in the form of a surcharge included on Customer's
<br /> invoice. TWC shall be responsible for and shall pay all taxes measured by TWC's net income. To the extent that a dispute arises as to
<br /> which party is liable for taxes under this Agreement, Customer shall bear the burden of proof in showing that the tax is imposed upon
<br /> TWC's net income. This burden may be satisfied by Customer producing written documentation from the jurisdiction imposing the
<br /> tax indicating that the tax is based on TWC's net income. Customer shall be responsible for providing TWC any and all
<br /> documentation substantiating a claim for exemption from taxes or fees prior to the date that services are first provided under this
<br /> agreement. To the extent such documentation is held invalid for any reason, Customer agrees to reimburse TWC for any tax liability
<br /> including related interest and penalties arising from such invalid documentation.
<br /> 7. PROPRIETARY RIGHTS AND CONFIDENTIALITY. (a) TWC's Propriet . Rights. 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,
<br /> but not limited to, all copyrights, trademarks, patents, trade secrets, any other proprietary rights inherent therein and appurtenant
<br /> thereto, used by TWC to provide the Service(collectively"TWC Materials") shall remain the sole and exclusive property of TWC or
<br /> its suppliers. Customer shall acquire no interest in the TWC Materials by virtue of the payments provided for herein. Customer may
<br /> use the TWC Materials solely for Customer's use of the Service. Customer may not reproduce, modify or distribute the TWC
<br /> Materials, or use them for the benefit of any third party except as required by the public record laws of the State of North Carolina.
<br /> All rights in the TWC Materials not expressly granted to Customer are reserved to TWC. Customer will not open, alter, misuse,
<br /> tamper with or remove the Equipment as and where installed by TWC, and will not remove any markings or labels from the
<br /> Equipment indicating TWC (or its suppliers) ownership or serial numbers. (b) Confidentiality. Except to the extent disclosure is
<br /> required by the public records laws of the State of North Carolina:(i)Customer agrees to maintain in confidence,and not to disclose to
<br /> third parties or use, except for such use as is expressly permitted herein, the TWC Materials and any other information and materials
<br /> provided by TWC in connection with this Agreement that are identified or marked as confidential or are otherwise reasonably
<br /> understood to be confidential ("Confidential Information"), and (ii) Customer shall make no press release, public announcement or
<br /> other public statements regarding this Agreement without TWC's prior written consent. Notwithstanding the foregoing, Customer
<br /> agrees to notify TWC prior to disclosing any TWC Materials and/or Confidential Information, whether pursuant to a public records
<br /> request or otherwise, in order to permit TWC to assess whether any exceptions apply that may permit TWC to withhold any requested
<br /> TWC Materials or Confidential Information from disclosure. (c) Software. If software is provided to Customer hereunder, TWC
<br /> grants Customer a limited, non-exclusive and non-transferable license to use such software, in object code form only, solely for the
<br /> purpose of using the Service for Customer's internal business purposes during the Term.
<br /> TWC BUSINESS CLASS PROPRIETARY&CONFIDENTIAL
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