|
DocuSign Envelope ID:7298C647-357F-4210-9C30-5CBOE645E4A1
<br /> 14
<br /> (e) Termination Charges. Upon Termination, Customer must pay all Services Charges then due for Services provided through the effective
<br /> date of Termination. In addition, if Termination is due to Customer Default or for Customer's convenience,Customer must pay Spectrum
<br /> a termination charge(a"Termination Charge"),which the Parties recognize as liquidated damages and not as a penalty.This Termination
<br /> Charge shall be equal to 100% of the unpaid balance of all Service Charges that would have been due throughout the applicable Order
<br /> Term, including,without limitation,the outstanding balance of any and all unpaid OTCs.The foregoing terms will also apply to any partial
<br /> Termination impacting one or more Service Orders, but not the entire Service Agreement.
<br /> (f) Survival. The provisions of sections 6(c), 7(b), 7(e), 13(e), 13(f), 14, 15, 18-22 and the Attachments shall survive the termination or
<br /> expiration of the Service Agreement.
<br /> 14. DISCLAIMER OF WARRANTY; LIMITATION OF LIABILITY.
<br /> (a) DISCLAIMER OF WARRANTY. CUSTOMER ASSUMES TOTAL RESPONSIBILITY FOR USE OF THE SERVICE AND SPECTRUM
<br /> EQUIPMENT, AND USES THE SAME AT ITS OWN RISK, AND FOR ACCESS TO AND SECURITY OF CUSTOMER'S EQUIPMENT
<br /> AND CUSTOMER'S NETWORK. SPECTRUM EXERCISES NO CONTROL OVER AND HAS NO RESPONSIBILITY WHATSOEVER
<br /> FOR THE APPLICATIONS OR CONTENT TRANSMITTED OR ACCESSIBLE THROUGH THE SERVICE AND SPECTRUM
<br /> EXPRESSLY DISCLAIMS ANY RESPONSIBILITY FOR SUCH APPLICATIONS OR CONTENT. EXCEPT AS SPECIFICALLY SET
<br /> FORTH IN THIS SERVICE AGREEMENT, THE SERVICE, SPECTRUM EQUIPMENT, AND ANY SPECTRUM MATERIALS ARE
<br /> PROVIDED "AS IS, WITH ALL FAULTS," WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING
<br /> BUT NOT LIMITED TO WARRANTIES OF TITLE, NON-INFRINGEMENT, SYSTEM INTEGRATION, DATA ACCURACY, QUIET
<br /> ENJOYMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. NO ADVICE OR INFORMATION GIVEN BY
<br /> SPECTRUM, ITS AFFILIATES OR ITS CONTRACTORS OR THEIR RESPECTIVE EMPLOYEES SHALL CREATE ANY WARRANTY.
<br /> SPECTRUM DOES NOT REPRESENT OR WARRANT THAT THE SERVICE WILL MEET CUSTOMER'S REQUIREMENTS,
<br /> PREVENT UNAUTHORIZED ACCESS BY THIRD PARTIES, WILL BE UNINTERRUPTED, SECURE, ERROR FREE, WITHOUT
<br /> DEGRADATION OF VOICE QUALITY OR WITHOUT LOSS OF CONTENT, DATA OR INFORMATION, OR THAT ANY MINIMUM
<br /> TRANSMISSION SPEED IS GUARANTEED AT ANY TIME. EXCEPT AS SET FORTH IN THE SERVICE AGREEMENT, SPECTRUM
<br /> DOES NOT WARRANT THAT ANY SERVICE OR EQUIPMENT PROVIDED BY SPECTRUM WILL PERFORM AT A PARTICULAR
<br /> SPEED, BANDWIDTH OR THROUGHPUT RATE. IN ADDITION, CUSTOMER ACKNOWLEDGES AND AGREES THAT
<br /> TRANSMISSIONS OVER THE SERVICE MAY NOT BE SECURE. CUSTOMER FURTHER ACKNOWLEDGES AND AGREES THAT
<br /> ANY DATA, MATERIAL OR TRAFFIC OF ANY KIND WHATSOEVER CARRIED, UPLOADED, DOWNLOADED OR OTHERWISE
<br /> OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT CUSTOMER'S OWN DISCRETION AND RISK AND THAT
<br /> CUSTOMER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO CUSTOMER'S OR ANY END USER'S EQUIPMENT OR
<br /> LOSS OF SUCH DATA, MATERIAL OR TRAFFIC DURING, OR RESULTING FROM, CUSTOMER'S OR ANY END USER'S USE OF
<br /> THE SERVICE, INCLUDING,WITHOUT LIMITATION,VIA SENDING OR RECEIVING, UPLOADING OR DOWNLOADING,OR OTHER
<br /> TRANSMISSION OF SUCH DATA, MATERIAL OR TRAFFIC. IN ADDITION, CUSTOMER ACKNOWLEDGES AND AGREES THAT
<br /> SPECTRUM'S THIRD PARTY SERVICE PROVIDERS DO NOT MAKE ANY WARRANTIES TO CUSTOMER UNDER THIS SERVICE
<br /> AGREEMENT, AND SPECTRUM DOES NOT MAKE ANY WARRANTIES ON BEHALF OF SUCH SERVICE PROVIDERS UNDER
<br /> THIS SERVICE AGREEMENT, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF
<br /> MERCHANTABILITY, NON-INFRINGEMENT, TITLE, FITNESS FOR A PARTICULAR PURPOSE, SYSTEM INTEGRATION, DATA
<br /> ACCURACY OR QUIET ENJOYMENT.
<br /> (b) LIMITATION OF LIABILITY. TO THE EXTENT NOT PROHIBITED BY NORTH CAROLINA LAW, WITHOUT LIMITING ANY
<br /> EXPRESS PROVISIONS OF THIS SERVICE AGREEMENT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER,ANY END USER,
<br /> OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY,SPECIAL, INCIDENTAL, RELIANCE, OR PUNITIVE
<br /> DAMAGES(INCLUDING LOST BUSINESS, REVENUE, PROFITS,OR GOODWILL)ARISING IN CONNECTION WITH THIS SERVICE
<br /> AGREEMENT OR THE PROVISION OF SERVICES, INCLUDING ANY SERVICE IMPLEMENTATION DELAYS OR FAILURES,
<br /> UNDER ANY THEORY OF TORT, CONTRACT,WARRANTY, STRICT LIABILITY, MISREPRESENTATION, OR NEGLIGENCE, EVEN
<br /> IF THE PARTY HAS BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. THE
<br /> FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO ANY OF CUSTOMER'S PAYMENT OBLIGATIONS UNDER THIS
<br /> SERVICE AGREEMENT. SPECTRUM'S MAXIMUM LIABILITY TO CUSTOMER WITH REGARD TO ANY SERVICE ORDER SHALL
<br /> NOT EXCEED THE AMOUNT, EXCLUDING OTCS, PAID OR PAYABLE BY CUSTOMER TO SPECTRUM FOR THE APPLICABLE
<br /> SERVICE ORDER IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE CLAIM.
<br /> SPECTRUM SHALL NOT BE RESPONSIBLE FOR ANY LOSSES OR DAMAGES ARISING AS A RESULT OF THE UNAVAILABILITY
<br /> OF THE SERVICE, INCLUDING THE INABILITY TO REACH 911 OR ANY OTHER EMERGENCY SERVICES, THE INABILITY TO
<br /> CONTACT A SECURITY SYSTEM OR REMOTE MEDICAL OR OTHER MONITORING SERVICE PROVIDER OR ANY FAILURE OR
<br /> FAULT RELATING TO CUSTOMER-PROVIDED EQUIPMENT, FACILITIES OR SERVICES.
<br /> 15.1 CUSTOMER RESPONSIBILITY.Customer understands that,to the extent permitted by applicable law,Spectrum disclaims any
<br /> liability to the full extent that such liability arises from Customer's misrepresentation with regard to or noncompliance with the
<br /> terms of this Agreement and/or any Service Order,Customer's failure to comply with applicable law,and/or Customer's negligence
<br /> or willful misconduct.
<br /> 15.2 Spectrum agrees, at its own expense, to indemnify, defend and hold harmless Customer and its affiliates, directors,
<br /> employees, representatives, officers and agents, (the "Customer Indemnified Parties") against any and all claims, liabilities,
<br /> lawsuits, direct damages, losses,judgments, costs, fees and expenses incurred by Customer Indemnified Parties (including but
<br /> not limited to, reasonable attorneys' fees and court costs), to the full extent that such arise directly from physical damage to
<br /> personal or real property caused by the negligent or willful misconduct of Spectrum, its employees or contractors, at the Site(s)
<br /> during the installation or maintenance of the Equipment.
<br /> Spectrum Enterprise v.180530 CONFIDENTIAL Page 7 of 26
<br /> ©2016-18 Charter Communications.All Rights Reserved.
<br />
|