|
Spectrum Equipment. In the event Customer cancels a Service Order prior to Spectrum actually delivering Services, and in the
<br />event that Spectrum Incurs construction or installation costs or charges prior to such cancellation, then Customer shall reimburse
<br />Spectrum for such chargesactually incurred.
<br />(c) Spectrum's Right to Suspend Terminate and apply a Termination Charce. If Customer is in Default, Spectrum shall have the
<br />right, at Its option, without prior notice, and in addition to any other rights of Spectrum expressly set forth in this Service
<br />Agreement and any other remedies It may have under applicable law to:
<br />i. Immediately suspend Services to Customer until such time as the underlying noncompliance has been corrected without
<br />affecting Customers on-going obligation to pay Spectrum any amounts due under this Service Agreement (e.g., the MRCS)
<br />as If such suspension of Services had not taken place;
<br />I. Terminate the Services, this Service Agreement or the applicable Service Order(s).
<br />iii. To the extent not prohibited by applicable law, if Termination is due to Custom& Default or is elected/done by Customer
<br />for convenience, Customer must pay Spectrum aTermination charge (a `Termination Charon), which the parties recognize
<br />as liquidated damages. This Termination Charge shall be equal to 100% of the unpaid balance of the MRCS that would have
<br />been due throughoutthe applicable Service Period plus 100% of (1) the outstanding balance of any and all OTCs plus (2) any
<br />and all previously waived OTCs.
<br />Iv. The provisions of sections 8.11, 15, 21-22, 24.27 and the Attachments shall survive the termination or expiration of the
<br />Service Agreement.
<br />(d) Default by Spectmm. Spectrum shall be In default under this Service Agreement If Spectrum fails to comply with the terms of this
<br />Service Agreement and/pr any or all of the applicable Service Order(s), and Spectrum fails to remedy each such noncompliance
<br />or occurrence within 30 days of receipt of written notice from Customer describing in reasonable detail the nature, scope and
<br />extent of the default or noncompliance ("Spectrum Default').
<br />(e) Customer's Right to Temdhate and Termination Charce
<br />I. To theextentnot prohibited by applicable law, in the event Customer wishes to terminale a Service without cause,
<br />Customer shall be liable for the same Termination Charges as described in Section 19(b) above.
<br />IL Customer shall have the right, at its option and in addition to any other remedies it may have, to terminate any applicable
<br />Service Order(s), if the underlying event of Spectrum Default is limited to Services provided under the applicable Service
<br />Order(s), or to terminate this Service Agreement, if the underlying event of such Spectrum .Default Is not so limited.
<br />Ill. If Termination Is due to a Spectrum Default, Spectrum shall reimburse Customer for any pre -paid, unused MRCS attributable
<br />to such terminated Service Order(s). In addition, if Termination is due to Spectrum Default within one year of the applicable
<br />Tum -Up Date, Spectrum shall pay a Termination Charge, which the parties recognize as liquidated damages, equal to a
<br />portion of any OTC that has already been paid by Customer to Spectrum relative to Service at the sites covered by the
<br />terminated, Service Order. This Termination Charge shall be equal to the product of a) the number of months (Including partial
<br />months) remaining in the initial 12 months of the Intal Service Period at the time of Termination times b) a ratio In which the
<br />numerator is the total of OTCs paid to date and the denominator is 12.
<br />20. LIMITATION OF LIABILITY.—PLEASE READ THIS SECTION CAREFULLY, IT CONTAINS DISCLAIMERS OF WARRANTIES AND
<br />LIMITATIONS OF LIABILITY.
<br />DISCLAIMER OF WARRANTY. CUSTOMER ASSUMES TOTAL RESPONSIBILITY FOR USE OF THE SERVICE AND USES THE
<br />SAME AT ITS OWN RISK.
<br />(a) SPECTRUM EXERCISES NO CONTROL OVER AND HAS NO RESPONSIBILITY WHATSOEVER FOR THE CONTENT
<br />TRANSMITTED OR ACCESSIBLE THROUGH THE SERVICE AND SPECTRUM EXPRESSLY DISCLAIMS ANY
<br />RESPONSIBILITY FOR SUCH CONTENT.
<br />EXCEPT AS SPECIFICALLY SET FORTH IN THIS SERVICE AGREEMENT, THE SERVICE, EQUIPMENT AND ANY RELATED
<br />MATERIALS ARE PROVIDED'AS IS, WITH ALL FAULTS; WITHOUT WARRANTIES OF ANY KIND, EITHEREXPRESS OR
<br />IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, NON -INFRINGEMENT, SYSTEM INTEGRATION,
<br />DATA ACCURACY, QUIET ENJOYMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
<br />NO ADVICE OR INFORMATION GIVEN BY SPECTRUM, ITS AFFILIATES OR ITS CONTRACTORS OR THEIR RESPECTIVE
<br />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
<br />MINIMUM TRANSMISSION SPEED IS GUARANTEED AT ANY TIME.
<br />EXCEPT AS SET FORTH IN THE SERVICE AGREEMENT, SPECTRUM DOES NOT WARRANT THAT ANY SERVICE OR
<br />EQUIPMENT PROVIDED BY SPECTRUM WILL PERFORM AT A PARTICULAR SPEED, BANDWIDTH OR THROUGHPUT
<br />RATE. IN ADDITION, CUSTOMER ACKNOWLEDGES AND AGREES THAT TRANSMISSIONS OVER THE SERVICE MAY
<br />NOT BE SECURE.
<br />Commercial Bulk Services Agreement v.161213 CONFIDENTIAL Page 6 of 31
<br />02016 Charter Communications. All Rights Reserved.
<br />Lynne P. Bell
<br />E -signed 2017-12-07 11:02PM PST
<br />lynne.bell@charter.com
<br />Document Integrity Verified Mho Siem Tr..ca..
<br />25D-12
<br />
|