|
to resolve the difficulties caused by such third party equipment or software. If, at Customer's request, Spectrum should attempt to
<br />resolve difficulties caused by such third party equipment or software, such efforts shag be performed at Spectrum's discretion and at
<br />then -current commercial rates and terms.
<br />15. CUSTOMER USE
<br />(a) NO RESELLING: Customer shall not re -sell or re -distribute (whether for a fee or otherwise) access to the Service(s) or system
<br />capacity, or any part thereof, in any manner other than for Customer's internal business without the express prior written consent
<br />of Spectrum.
<br />(b) NO ILLEGAL PURPOSE/UNAUTHORIZED ACCESS Customer shall not use or permit third parties to use the Service(s),
<br />Including the Equipment and software provided by Spectrum, for any Illegal purpose, or to achieve unauthorized access to any
<br />computer systems, software, data, or other copyright or patent protected material.
<br />(c) NO INTERFERENCE. Customer shall not interfere with other customers use of Equipment or Services or disrupt the Spectrum
<br />Network, backbone, nodes or other Services. Violation of any part of this Section is grounds for immediate Termination of this
<br />Service Agreement and/or all Service Orders In addition to any other rights or remedies Spectrum may have.
<br />(d) APPLICABLE LAWS. With respect to Customer's use of the Service (including the transmission or use of any content via the
<br />Service), Customer shall comply with all applicable laws and regulations in addition to the terms of this Service,Agreement.
<br />Spectrum shall have the right to audit Customer's use of the Service remotely or otherwise, to ensure compliance with this Service
<br />Agreement.
<br />(e) ACCEPTABLE USE. Customer shall not use, or allow the Services to be used, In any manner that would violate the applicable
<br />Spectrum Acceptable Use Policies or that would cause, or be likely to cause, Spectrum to qualify as a "Covered 911 Service
<br />Provider' as defined in 47 C.F.R. §12.4 or any successor provislon of the rules of the Federal Communication Commission. For
<br />avoidance of doubt, Customer and Spectrum agree that any failure to satisfy the covenants set forth In the preceding sentence
<br />shall constitute a material breach of the Master Agreement.
<br />16. GENERAL CUSTOMER REPRESENTATIONS AND OBLIGATIONS. Customer represents to Spectrum (a) that Customer has the
<br />authority to execute, deliver and carry out the terms of this Service Agreement and associated Service Orders and (b) that its End
<br />Users and any person who accesses ,any Services through Customer's equipment at the Service Location, will use the Service,
<br />Network and/or Network facilities in an appropriate and legal manner, and will be subject to the terms of this Service Agreement.
<br />Customer Is responsible for ensuring its End Users comply with the terms of this Service Agreement.: Customer shall be responsible
<br />for all access to and use of the Service by means of Customer's equipment,.: whether or not Customer has knowledge of or authorizes
<br />,such access or use. Customer shall be solely liable and responsible for all charges incurred and all conduct through either authorized
<br />or unauthorized use of the Service.
<br />As between the parties, Customer Is solely responsible for (a) all use (whether or not authorized) of the Service by Customer, any End
<br />User or any unauthorized person or entity, which use shall be deemed Customer's use for purposes of this Service Agreement, (b) all
<br />content that is viewed, stored or transmitted via the Service; as applicable, and (c) all third -parry charges Incurred for merchandise and
<br />'services accessed via the Service, if any. Customer agrees to conform Its equipment and software, and to ensure that each End User
<br />conforms its equipment and software, to the technical specifications for the Service provided by Spectrum from time to time.
<br />17. PERFORMANCE. Spectrum will use commercially reasonable efforts in keeping with normal Industry standards to ensure that the
<br />Service is available to Customer 24 hours per day, seven days per week. It is possible, however, that there Will be Interruptions of
<br />Service. The Service may be unavailable from time -to -time either for scheduled or unscheduled maintenance, technical difficulties, or
<br />for other reasons beyond Spectrum's reasonable control. Temporary service Interruptions/outages for such reasons, as well as service
<br />Interruptions/outages caused by Customer, Its agents and employees, or by a Force Majeure Event, shall notconstitute a failure by
<br />Spectrum to perform its obligations under this Service Agreement, and Customer will not hold Spectrum at fault for toss of Customer
<br />revenue or lost employee productivity due to Service outages.
<br />18. MONITORING, EQUIPMENT UPGRADES AND MODIFICATIONS. Spectrum has the right, but not the obligation, to upgrade, modify
<br />And enhance the Spectrum network (Including Equipment and related firmware)and the Service and take any action that Spectrum
<br />deems appropriate to protect and/or improve the Service and Its. facilities.
<br />Spectrum shall have the right, but not the obligation, to monitor and record oral communications with Customer regarding Customer's
<br />account or Services for the purpose of service quality assurance.
<br />19. DEFAULT, SUPENSION OF SERVICE, AND TERMINATION. No express or implied waiver by Spectrum of any eventof
<br />noncompliance shall in any way be a waiver of any further subsequent event of noncompliance. Nothing herein, Including termination
<br />of this Service Agreement or any Service Order(s), shall relieve Customer of its obligation to pay Spectrum all amounts due.
<br />(a) Default by Customer: Customer shall be in default under this Service Agreement if Customer does one or more of the following
<br />things (each individually to be considered a separate event of default) and Customer fails to correct each such noncompliance
<br />within 30 days of receipt of written notice ("Default'):
<br />I. Customer is more than 45 days past due with respect to any payment required hereunder,
<br />fl. Customer otherwise has failed to comply with the terms of this Service Agreement.
<br />(b) Termination for Convenience. Notwithstanding any other term or provision in this Service Agreement, Customer shall have the
<br />right to terminate a Service Order, or this Service Agreement in whole or pad, at any upon thirty (30) days prior written notice.
<br />to Spectrum , and subject to payment of all outstanding amounts due, any applicable Termination Charges, and the return of any
<br />Commercial Bulk Services Agreement v.161213 CONFIDENTIAL Page 7 of 31
<br />02016 Charier Communications. All Rights Reserved.
<br />Lynne P. Bell
<br />E -signed 2017-12-0711:02PM PST
<br />lynne.bell@charter.com '
<br />Document Integrity verified 25D-11 Adobe Sign Tramoceon Number.
<br />
|