|
16
<br /> the impact on such Services, then Customer may terminate the affected Service(s) without further obligation to Spectrum
<br /> beyond the termination date,as Customer's sole and exclusive remedy. Customer's privacy interests, including Customer's ability
<br /> to limit disclosure of certain information to third parties, may be addressed by, among other laws,the Federal Telecommunications Act,
<br /> the Federal Cable Communications Act, the Electronic Communications Privacy Act, and, to the extent applicable, state laws and
<br /> regulations. Customer proprietary network information and personally identifiable information that may be collected, used or disclosed
<br /> in accordance with applicable laws is described in an Attachment, the Privacy Policy, and, if applicable, in Spectrum's tariff, which are
<br /> incorporated into, and made a part of, this Service Agreement by this reference. In addition to the foregoing, Customer hereby
<br /> acknowledges and agrees that Spectrum may disclose Customer's and its employees'personally identifiable information as required by
<br /> law or regulation, or the American Registry for Internet Numbers or any similar agency, or in accordance with the Privacy Policy or, if
<br /> applicable, tariff(s). In addition, Spectrum shall have the right (except where prohibited by law), but not the obligation, to disclose any
<br /> information to protect its rights, property or operations, or where circumstances suggest that individual or public safety is in peril.
<br /> 20. NOTICES. Any notices or consents to be given under this Service Agreement shall be validly given or served only if in writing and sent
<br /> by nationally recognized overnight delivery service or certified mail, return receipt requested, to the following addresses:
<br /> If to Spectrum:
<br /> Charter Communications Operating, LLC
<br /> ATTN: Commercial Contracts Management
<br /> Corporate- Legal Operations
<br /> 12405 Powerscourt Drive
<br /> St. Louis, MO 63131
<br /> Notices to Customer shall be sent to the Customer billing address or as set forth in the Service Agreement. Each Party may change its
<br /> respective address(es) for legal notice by providing notice to the other Party. Upon Spectrum's request, Customer will also provide
<br /> Spectrum with a current email address that Customer regularly checks so that Spectrum may provide copies of notices and other
<br /> communications to Customer by email.
<br /> 21. MISCELLANEOUS.
<br /> (a) Entire Agreement. This Service Agreement, including without limitation all Attachments, incorporated documents and any executed
<br /> Service Orders constitute the entire agreement and understanding between the Parties with respect to the subject matter hereof. This
<br /> Service Agreement supersedes all prior understandings, promises, and undertakings, if any, made orally or in writing by or on behalf of
<br /> the Parties with respect to the subject matter of this Service Agreement, including without limitation any prior confidentiality or non-
<br /> disclosure agreement between the Parties regarding the purchase and sale of Spectrum Services.
<br /> (b) Signatures; Electronic Transactions. This Service Agreement may be executed in one or more counterparts,each of which is an original,
<br /> but together constituting one and the same instrument. Execution of a facsimile or other electronic copy will have the same force and
<br /> effect as execution of an original, and a facsimile or electronic signature will be deemed an original and valid signature. The Parties
<br /> agree to conduct business using electronic means including using electronic records and electronic signatures, except as provided with
<br /> respect to notices in Section 21.
<br /> (c) Order of Precedence. Each Service shall be provisioned pursuant to the terms and conditions of this Service Agreement. In the event
<br /> that Spectrum permits Customer to use its own standard purchase order form to order the Service,the Parties hereby acknowledge and
<br /> agree that the terms and conditions hereof shall prevail notwithstanding any variance with the terms and conditions of any purchase
<br /> order submitted by Customer, and any different or additional terms contained in such purchase order shall have no force or effect. To
<br /> the extent that the terms of the Service Agreement or any Service Order are inconsistent with the terms of any applicable tariff,the tariff
<br /> shall control. To the extent that the terms of any Service Order are inconsistent with the terms of these Terms of Service,the Terms of
<br /> Service shall control, excluding pricing discounts, nonrecurring fees, or order fulfillment timing terms to the extent permissible under
<br /> applicable law set forth in the Service Order that shall control.
<br /> (d) No Assignment or Transfer. Customer may not assign or transfer(directly or indirectly by any means, including by operation of law or
<br /> otherwise)this Service Agreement and the associated Service Order(s),or their rights or obligations hereunder to any other entity without
<br /> first obtaining consent from Spectrum, and any assignment or transfer in violation of this Section shall be null and void. Spectrum may
<br /> assign its rights and obligations under this Service Agreement, in whole or in part, and any Service Order(s) to affiliates controlling,
<br /> controlled by or under common control with Spectrum, or to its successor-in-interest if Spectrum sells some or all of the underlying
<br /> communications system(s) without the prior approval of or notice to Customer. Customer understands and agrees that, regardless of
<br /> any such assignment,the rights and obligations of Spectrum in the Service Agreement may accrue to,or be fulfilled by, any affiliate,as
<br /> well as by Spectrum or its subcontractors.
<br /> (e) Severability. If any term, covenant, condition or portion of this Service Agreement shall, to any extent, is held to be invalid or
<br /> unenforceable, the remainder of this Service Agreement shall not be affected and each remaining term, covenant or condition shall be
<br /> valid and enforceable to the fullest extent permitted by law as nearly as possible to reflect the original intentions of the Parties.
<br /> (f) Force Maieure. Notwithstanding anything to the contrary in the Service Agreement, neither Party shall be liable to the other for any
<br /> delay, inconvenience, loss, liability or damage resulting from any failure or interruption of Services, directly or indirectly caused by
<br /> circumstances beyond such Party's control, including but not limited to denial of use of poles or other facilities of a utility company, labor
<br /> disputes, acts of war or terrorism, criminal, illegal or unlawful acts, weather, fire, flood, natural causes, mechanical or power failures,
<br /> fiber cuts, governmental acts or any order, law or ordinance in any way restricting the operation of the Services(each a"Force Majeure
<br /> Event"). Changes in economic, business, or competitive conditions shall not be considered a Force Majeure Event. Governing Law;
<br /> Claims Limitation; Waiver of Jury Trial. The law of the state of North Carolina shall govern the construction, interpretation, and
<br /> Spectrum Enterprise v.180530 CONFIDENTIAL Page 9 of 26
<br /> ©2016-18 Charter Communications.All Rights Reserved.
<br />
|