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DocuSign Envelope ID:46FB6A5F-14C8-47E7-916B-01A68856DE44
<br /> Service other than for Customer's internal business purposes. Customer agrees to use the Service solely for transmitting data in IP
<br /> form, Customer shall maintavi the Equipment free and clear of all liens and encumbrances and shall be responsible for loss or
<br /> damage to the Equipment while at Customer's facilities, As between the parties, Customer is solely responsible for(a)all use
<br /> (whether or not authorized)of Service,which use shall be deemed Customer's use farpurposes of this Agreement,and(b)all
<br /> content that is stored or transmitted via the Service, Customer shall not upload,post,transmit or otheiwise malce available on or
<br /> via the Service any material(including any message or series of messages)that violates or infringes in anyway upon the rights of
<br /> others,that is unlawful,threatening,abusive,obstructive,harassing,libelous,invasive of privacy or publicity rights,that in the
<br /> circumstances would be obscene or indecent,that constitutes hate speech,that is otherwise offensive or objectionable, or that
<br /> encourages conduct that would constitute a criminal offense,give rise to civil liability or otherwise violate any law or regulation,
<br /> 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 mayremove it withoutfurthernotice, Customer
<br /> agrees to conform its equipment and software to TWC's than-current network specifications and system requirements for the !
<br /> Service,
<br /> S. TERM, The Agreement shall be In effect commencing on the date signed by both parties on the Cover Sheet(the`Effective
<br /> Date")and continuingtlrough the Initial Term of Service set forth on the Cover Sheet,anduuless terminated earlier in accordance f
<br /> with this Agreement,shall thereafter automatically renew on a month-to•month basis unless either party notifies the other party at 1
<br /> least 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
<br /> renewal term collectively referred to as the"Term"). As of the date the Cover Sheet is signed by Customer,Customer is doomed-to
<br /> have ordered the Services and approved of TWC's initiation of the installation and constructionprocess, Customer's termination (�
<br /> rights thereafter shall be as set forth in Section 9 below,
<br /> 6, PAYMENT, Customer agrees to pay TWC the one-thne 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
<br /> Charges will be billedto Customer monthly in advance,in accordance with TWC's regularbilling schedule and are payable within
<br /> thirty(3 0)days after the date of invoice. TWC shall have the right to increase Service Charges after'the Initial Tomi(i,o,,during
<br /> the month-tomonth renewal outlined in Section 5)upon thirty(3 0)days advance written notice to Customer;and provided that
<br /> Customer shall have the right,after the Initial Term,to terminate at anytime upon fifteen(15)days written notice to TWC, TWC
<br /> may charge a late fee for all overdue amounts, The late fee will be,the lesser of 1.1/2%or the highest rate cbargeable by law, In
<br /> 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,
<br /> TWC may require a security deposit,letter of credit,advance payment for Service or other reasonable assurances ofpayment from f
<br /> Customer,
<br /> In the event use,sales or other taxes or government charges are applicable,Customer shall be responsible for all use,sales and
<br /> other taxes and governmental charges applicable to the Service(which taxes and charges are not included in the Service Charges),
<br /> except for taxes payable on TWC's not Income, Customer shall pay all federal,state and local foxes,fees,charges,surcharges or j
<br /> similar exactions imposed on the Services that are the subject ofthi's Agreement including but not limited to state and local sales I
<br /> and-we taxes,telecommunications taxes,federal and state universal service fundfees and state and local regulatory fees to the f
<br /> extent applicable, Further,TWC shall have the right to recover from Customer the amount of any state or local fees or taxes
<br /> imposed directly on TWC,TWC's services,or tax or fees measured on TWC's receipts,in the form of it surcharge included on
<br /> Customer's invoice,TWC shall be responsible for and shall pay-all taxes measured by TWC's net income,To the extent that a
<br /> dispute arises as to which-party is liable for taxes under this Agreement,Customer shall bear the burden ofproof in showing that
<br /> thetaxishnposeduponTWC'snetineome, This burden maybe satisfied byCustomcrproducingwritten dooumentationfromthe
<br /> jurisdiction imposing the tax indicating that the taxis based on TWC's net income,Customer shall be responsible for providing
<br /> TWC any and all documentation substantiating a claim for exemption from taxes or fees prior to the date that services are first
<br /> provided under this agreement,To the extent such documentation is held invalid for any reason,Customer agrees to reimburse
<br /> TWC for any tax liability including related interest and penalties arising from such invalid documentation,
<br /> 7, PROPRIETARY RIGHTS AND CONVIDENTIA.LITY, (a) TWC'sProprlotat'y Rights, All materials,including,but not
<br /> limited to, any Equipment(including related frinware), software, data or information developed or provided by TWC, any
<br /> identifiers or passwords used to access the Service or otherwise provided by TWC, and any know-how, methodologies or
<br /> processes including,but not limited to, all copyrights,trademarks,patents,trade secrets,any other proprietary rights inherent i
<br /> therein and appurtenant thereto,used by TWC to provide the Service(collectively"TWC Materials")shall remain the sole and I
<br /> exclusive property of TWC or its suppliers, Customer shall acquire no interest in the TWC Materials by virtue ofthe payments
<br /> provided for herein, Customer may use the TWC Materials solely for Customer's use of the Service, Customer may not
<br /> reproduce,modify or distribute the TWC Materlals,or use them for the benefit of any third party except as required by the public
<br /> record laws of the State of North Carolina, All rights in the TWC Materials not expressly granted to Customer are reserved to
<br /> TWC,Customer will not open,alter,misuse,tamper with or remove the Equipment as and where installed by TWC,and will not
<br /> TWC BUSINESS CLASS PROPRIETARY&CONFIDENTIAL 2
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