|
8.0 TAXES
<br />8.1 Customer shall pay all federal, state, and local taxes, government fees, charges, surcharges or similar exactions
<br />imposed on the Services and /or products that are the subject of the Master Agreement including but not limited to state
<br />and local sales and use taxes, telecommunications taxes, federal and state universal service fiord fees and/or state and
<br />local regulatory fees to the extent applicable. TWC shall have the right to recover from Customer, and Customer shall
<br />pay, the amount of any state or local fees, charges or taxes arising as a result of the Master Agreement that are imposed
<br />on TWC or TWC's Services, or measured on TWC's receipts, slid any other costs or expenses that TWC is entitled
<br />under applicable law to pass through to or otherwise charge Customer for Customer's use or receipt of the Services.
<br />Such fees or taxes shall be invoiced to Customer in the form of a surcharge included on Customer's invoice. TWC shall
<br />be responsible for and shall pay all taxes measured by TWC's net income. To the extent that a dispute arises as to
<br />which Party is liable for fees or taxes under the Master Agreement, Customer shall bear the burden of proof in showing
<br />that the fee or tax is imposed upon TWC's net income. This burden may be satisfied by Customer producing written
<br />documentation from the jurisdiction imposing the fee or tax indicating that the fee or tax is based on TWC's net
<br />income. Customer shall provide TWC any and all documentation substantiating a claim for exemption from taxes or
<br />fees prior to the date that Services are first provided under the Master Agreement. To the extent such documentation is
<br />held invalid for any reason, Customer shall reimburse TWC for any tax or fee liability including without limitation
<br />related interest and penalties arising from such invalid documentation.
<br />8.2 Customer acknowledges that currently, and from time to time, there is uncertainty about the regulatory
<br />classification and/or treatment of some of the Services TWC provides and, consequently, uncertainty about what fees,
<br />taxes and surcharges are clue from TWC and/or its customers. Customer agrees that TWC has the right to determine, in
<br />its sole discretion, what fees, taxes and surcharges are due and to collect and remit them to the relevant governmental
<br />authorities, and/or to pay and pass them through to Customer. Customer hereby waives any claims it may have
<br />regarding TWC's collection or remittance of such fees, taxes and surcharges. Customer understands that it may obtain a
<br />list of the fees, taxes and surcharges that TWC currently collects or passes through by writing to TWC at the following
<br />address and requesting same: Time Warner Cable .Enterprises, 7800 Crescent Executive Drive, Charlotte, North
<br />Carolina, 28217; Attention: Subscriber Tax Inquiries.
<br />9.0 PROPRIETARY RIGIITS AND CONFIDENTIALITY
<br />9.1 All materials including, but not limited to, any TWC Equipment (including related firmware), software, data and
<br />information provided by TWC, any identifiers or passwords used to access the Service or otherwise provided by TWC,
<br />and any know -how, methodologies or processes including, but not limited to, all copyrights, trademarks, patents, trade,
<br />secrets, any other proprietary rights inherent therein and appurtenant thereto, used by TWC to provide the Service
<br />(collectively "TWC Materials ") shall remain the sole and exclusive property of TWC or its suppliers. Nothing herein is
<br />intended to convey any right or ownership interest to Customer or any other person or entity in or to such TWC
<br />Materials. Customer shall acquire no interest in the TWC Materials by virtue of the payments provided for under the
<br />Master Agreement. Customer may use the TWC Materials solely for Customer's use of the Service during any
<br />applicable Order Term and the same may not be transferred by Customer to any other person, corporation or entity.
<br />Customer may not disassemble, decompile, reverse engineer, reproduce, modify or distribute the TWC Materials, in
<br />whole or in part, or use there for the benefit of any third party. All rights in the TWC Materials not expressly granted to
<br />Customer in the Master Agreement are reserved to TWC. Customer shall not open, alter, misuse, tamper with or
<br />remove the TWC Equipment as and where installed by TWC, and shall not remove any markings or labels from the
<br />25B -13
<br />
|