|
Spectrum Enterprise v.180530 CONFIDENTIAL Page 6 of 26
<br />©2016-18 Charter Communications. All Rights Reserved.
<br />(b) No Reselling. Customer shall not re-sell or re-distribute (whether for a fee or otherwise) access to the Service(s) or system capacity, or
<br />any part thereof, in any manner other than for Customer’s internal business without the express prior consent of Spectrum, including
<br />without limitation, any use to provide services for the benefit of, or on behalf of, any third party other than Customer or its End Users.
<br />(c) No Illegal Purpose or Unauthorized Access. Customer shall not use or permit End Users or third parties to use the Service(s), including
<br />the Spectrum Equipment and Software, for any illegal purpose, or to achieve unauthorized access to any computer systems, software,
<br />data, or other copyright or patent protected material.
<br />(d) No Interference. Customer shall not interfere with or cause technical difficulties for other customers’ use of equipment or Services or
<br />interfere with or disrupt the Spectrum Network, backbone, nodes or other Services. Customer shall not install any equipment, including
<br />without limitation, any antenna or signal amplification system, at the Service Location that interferes with the Services.
<br />(e) Applicable Laws. With respect to Customer’s and End Users’ use of the Service (including the transmission or use of any content via
<br />the Service), Customer shall comply, and shall ensure that its End Users comply, with all applicable laws and regulations in addition to
<br />the terms of this Service Agreement. Spectrum shall have the right to audit Customer's use of the Service remotely or otherwise, to
<br />ensure compliance with this Service Agreement.
<br />(f)Acceptable Use. As between the Parties, Customer is solely responsible for (i) all use (whether or not authorized) of the Service by
<br />Customer, any End User or any unauthorized person or entity, which use shall be deemed Customer’s use for purposes of this Service
<br />Agreement, (ii) all content that is viewed, stored or transmitted via the Service, as applicable, and (iii) all third-party charges incurred for
<br />merchandise and services accessed via the Service, if any. The Acceptable Use Policy (AUP) is found at
<br />https://enterprise.spectrum.com/legal/se-acceptable-use-policy.html (or successor URL). Spectrum may revise the AUP from
<br />time to time and will provide at least 30 days prior written notice of any such revision. Customer shall have 30 days from the
<br />date it receives written notice of such revision to provide Spectrum with notice that the revisions materially and adversely
<br />affect Customer’s use of the Services. If after receipt of such notice Spectrum is unable to reasonably mitigate the impact on
<br />such Services, then Customer may terminate the affected Service(s) without further obligation to Spectrum beyond the
<br />termination date, as Customer’s sole and exclusive remedy. Customer shall not use, or allow the Services to be used, in any
<br />manner that would violate the applicable Spectrum Acceptable Use Policies or that would cause, or be likely to cause, Spectrum to
<br />qualify as a “Covered 911 Service Provider” as defined in 47 C.F.R. §12.4 or any successor provision of the rules of the Federal
<br />Communication Commission. For avoidance of doubt, Customer and Spectrum agree that any failure to satisfy the covenants set forth
<br />in the preceding sentence shall constitute a material breach of the Service Agreement.
<br />11. PERFORMANCE.Unless otherwise set forth in an Attachment or service level agreement, Spectrum will use commercially reasonable
<br />efforts to provide the Services to Customer twenty-four (24) hours per day, seven (7) days per week. It is possible, however, that there
<br />will be interruptions of Service. The Service may be unavailable from time-to-time either for scheduled or unscheduled maintenance,
<br />technical difficulties, or for other reasons beyond Spectrum’s reasonable control. Temporary service interruptions or outages for such
<br />reasons, as well as service interruptions or outages caused by Customer, its agents and employees, or by a Force Majeure Event, shall
<br />not constitute a failure by Spectrum to perform its obligations under this Service Agreement.
<br />12. MONITORING, EQUIPMENT UPGRADES AND NETWORK MODIFICATIONS. Spectrum has the right, but not the obligation, to
<br />upgrade, modify, and enhance the Spectrum Network and the Service and take any action that Spectrum deems appropriate to protect
<br />or improve the Service and its facilities. Spectrum shall have the right, but not the obligation, to monitor, record, and maintain oral
<br />communications with Customer regarding Customer’s account or Services for the purpose of service quality assurance, or as permitted
<br />under applicable law.
<br />13. DEFAULT, SUSPENSION OF SERVICE, AND TERMINATION.
<br />(a) Default. A Party shall be in default under this Service Agreement if it has failed to comply with the terms of this Service Agreement or
<br />any of all of the applicable Service Orders, including without limitation the obligation to pay any amounts due, and such Party fails to
<br />correct each such noncompliance within thirty (30) days of receipt of notice from the non-defaulting Party describing in reasonable detail
<br />the default or noncompliance (“Default”).
<br />(b) Mutual Termination Rights. Either Party may terminate this Service Agreement or a Service Order if: (i) the other Party is in Default; (ii)
<br />the other Party liquidates, is adjudicated as bankrupt, makes an assignment for the benefit of creditors, invokes any provision of law for
<br />general relief from its debts, initiates any proceeding seeking general protection from its creditors, or is removed or delisted from a
<br />trading exchange; or (iii) after entering into such Service Order, Spectrum learns that the costs to deliver the Services to the Service
<br />Location shall require a material increase in the Service Charges and Customer does not agree to pay such additional Service Charges
<br />by executing a revised Service Order.
<br />(c) Termination for Convenience by Customer. Notwithstanding any other term or provision in this Service Agreement, Customer may
<br />terminate a Service Order, or this Service Agreement, at any time upon thirty (30) days prior notice to Spectrum, subject to payment of
<br />all outstanding amounts due, payment of any applicable Termination Charges (as defined below), and the return of any Spectrum
<br />Equipment.
<br />(d) Spectrum’s Right to Suspend. Spectrum shall have the right, at its option, without prior notice, and in addition to any other rights of
<br />Spectrum expressly set forth in this Service Agreement and any other remedies it may have under applicable law to suspend Services
<br />if Customer fails to comply with any applicable laws or regulations or this Service Agreement, or if Customer or its End Users’ use of the
<br />Service is determined by Spectrum, in its sole discretion, to result in a material degradation of the Spectrum Network until Customer
<br />remedies any such noncompliance or degradation. Any suspension shall not affect Customer’s on-going obligation to pay Spectrum
<br />any amounts due under this Service Agreement. If Spectrum suspends any Service, Spectrum may require the payment of reconnect
<br />or other charges before restarting the suspended Service.
<br />13
<br />DocuSign Envelope ID: 7298C647-357F-4210-9C30-5CB0E645E4A1DocuSign Envelope ID: 1FAA0AF4-3445-4898-A26A-1F70B9FC5DD8
|