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(e) Applicable Laws. With respect to Customer's and End Users' use of the Service (including the transmission or use of
<br />any content via the Service), Customer shall comply, and shall ensure that its End Users comply, with all applicable laws and
<br />regulations in addition to the terms of this Service Agreement. Spectrum shall have the right to audit Customer's use of the
<br />Service remotely or otherwise, to 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
<br />the Service by Customer, any End User or any unauthorized person or entity, which use shall be deemed Customer's use for
<br />purposes of this Service Agreement, (ii) all content that is viewed, stored or transmitted via the Service, as applicable, and (iii)
<br />all third -party charges incurred for merchandise and services accessed via the Service, if any. Customer shall not use, or allow
<br />the Services to be used, in any manner that would violate the applicable Spectrum Acceptable Use Policies or that would cause,
<br />or be likely to cause, Spectrum to qualify as a "Covered 911 Service Provider" as defined in 47 C.F.R. §9.19 or any successor
<br />provision of the rules of the Federal Communication Commission.
<br />For avoidance of doubt, Customer and Spectrum agree that any failure to satisfy the covenants set forth in the preceding
<br />sentence shall constitute a material breach of the Service Agreement.
<br />11. PERFORMANCE. Unless otherwise set forth in a Service Attachment or Service Level Agreement, Spectrum will use
<br />commercially reasonable efforts to provide the Services to Customer twenty-four (24) hours per day, seven (7) days per week.
<br />It is possible, however, that there will be interruptions of Service. The Service may be unavailable from time -to -time either for
<br />scheduled or unscheduled maintenance, technical difficulties, or for other reasons beyond Spectrum's reasonable control.
<br />Temporary service interruptions or outages for such reasons, as well as service interruptions or outages caused by Customer,
<br />its agents and employees, or by a Force Majeure Event, shall not constitute a failure by Spectrum to perform its obligations
<br />under this Service Agreement.
<br />12. MONITORING, EQUIPMENT UPGRADES AND NETWORK MODIFICATIONS. Spectrum has the right, but not the
<br />obligation, to upgrade, modify, and enhance the Spectrum Network and the Service and take any action that Spectrum deems
<br />appropriate to protect or improve the Service and its facilities. Spectrum shall have the right, but not the obligation, to monitor,
<br />record, and maintain oral communications with Customer regarding Customer's account or Services for the purpose of service
<br />quality assurance, or as permitted 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
<br />Agreement or any 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
<br />reasonable detail 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
<br />is in Default; or (ii) the other Party liquidates, is adjudicated as bankrupt, makes an assignment for the benefit of creditors,
<br />invokes any provision of law for general relief from its debts, initiates any proceeding seeking general protection from its creditors,
<br />or is removed or delisted from a trading exchange.
<br />(C) Termination for Convenience by Customer. Notwithstanding any other term or provision in this Service Agreement,
<br />Customer may terminate a Service Order, or this Service Agreement, at any time upon thirty (30) days prior notice to Spectrum,
<br />subject to payment of all outstanding amounts due, payment of any applicable Termination Charges (as defined below), and the
<br />return of any Spectrum Equipment.
<br />(d) Spectrum's Right to Suspend. Spectrum shall have the right, at its option, without prior notice, and in addition to any
<br />other rights of Spectrum expressly set forth in this Service Agreement and any other remedies it may have under applicable law
<br />to suspend Services or any component thereof if Customer fails to comply with any applicable laws or regulations or this Service
<br />Agreement, or if Customer or its End Users' use of the Service is determined by Spectrum, in its sole discretion, to result in a
<br />material degradation of the Spectrum Network until Customer remedies any such noncompliance or degradation. Any
<br />suspension shall not affect Customer's on -going obligation to pay Spectrum any amounts due under this Service Agreement. If
<br />Spectrum suspends any Service, Spectrum may require the payment of reconnect or other charges before restarting the
<br />suspended Service.
<br />(e) Termination Charges. Upon Termination, Customer must pay all Services Charges then due for Services provided
<br />through the effective date of Termination. In addition, if Termination is due to Customer Default or for Customer's convenience,
<br />Customer must pay Spectrum a termination charge (a "Termination Charge"), which the Parties recognize as liquidated damages
<br />and not as a penalty.
<br />Enterprise Terms of Service v 240607 CONFIDENTIAL Page 8 of 15
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