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but not limited to denial of use of poles or other facilities of a utility company, labor disputes, acts of war or terrorism, criminal,
<br />illegal or unlawful acts, natural causes, mechanical or power failures, or any order, law or ordinance In any way restricting the
<br />operation of the Services. Changes in economic, business or competitive conditions shall not be considered a Force Majeure
<br />Event.
<br />21. INDEMNIFICATION. In addition to Its specific indemnification responsibilities set forth elsewhere In this Service Agreement and as
<br />permissible under applicable law, Customer at its own expense, shall Indemnify, defend and hold harmless Spectrum and Its parents,
<br />directors,. employees, representatives, officers and agents, (the "Indemnified Parties') against any and all claims, liabilities, lawsuits,
<br />damages, losses, Judgments, costs, fees and expenses Incurred by Spectrum Indemnified Parties, including reasonable attorney fees
<br />and court costs incurred by Spectrum Indemnified Parties under this Service Agreement, to the full extentthat such arise from:
<br />(a) Customer's misrepresentation with regard to or noncompliance with the terms of this Service Agreement and any or all Service
<br />Orders,
<br />(b) Customer's failure to comply with any applicable law, order, rule, regulation or ordinance,
<br />(c) Customer's negligence or willful misconduct, and/or
<br />(d) any fees, fines or penalties incurred by Spectrum as a result of Customer's violation of the 10% Rule as set forth In any
<br />Attachment(s).
<br />Spectrum Indemnified Parties shall have the right but not the obligation to participate In the defense of the claim at Customer's cost
<br />and Customer shall cooperate with Spectrum Indemnified Parties In such case.
<br />22. TITLE. Title to the Equipment shall remain with Spectrum during the applicable Service Period. Customer shall keep that portion of
<br />the Equipment located on Customer premises free and clear of all liens, encumbrances and security Interests. Upon termination of
<br />Service or expiration of a Service Order's Service Period for a specific site, Spectrum shall have the right to remove all Equipment
<br />components and/or leave any of such components in place, assigning title and interest in such components to Customer, it being
<br />understood that no further notice or action is required to accomplish the assignment contemplated hereunder. Spectrum shell have the
<br />right to remove the Equipment and all components within 60 days after such termination.
<br />23. COMPLIANCE WITH LAWS. Customer shall not use or permit its End Users or other third parties to use the Services In any manner
<br />that violates applicable law or causes Spectrum to violate applicable law. Both parties shall comply with all applicable laws and
<br />regulations when carrying out their respective duties hereunder.
<br />24. ARBITRATION. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, EXCEPT FOR CLAIMS FOR INJUNCTIVE RELIEF,
<br />AS DESCRIBED BELOW, ANY PAST, PRESENT, OR FUTURE CONTROVERSY OR CLAIM ARISING OUT OF OR RELATED TO
<br />THIS SERVICE AGREEMENT, INCLUDING WITHOUT LIMITATION THE ARBITRABILITY OF THE CONTROVERSY OR CLAIM,
<br />SHALL BE RESOLVED BY BINDING ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION UNDER
<br />ITS COMMERCIAL ARBITRATION RULES, INCLUDING, IF APPLICABLE, THE SUPPLEMENTARY PROCEDURES FOR THE
<br />RESOLUTION OF CONSUMER RELATED DISPUTES. CONSOLIDATED OR CLASS ACTION ARBITRATIONS SHALL NOT BE
<br />PERMITTED. THE ARBITRATOR OF ANY DISPUTE OR CLAIM BROUGHT UNDER OR IN CONNECTION WITH THIS SERVICE
<br />AGREEMENT SHALL NOT HAVE THE POWER TO AWARD INJUNCTIVE. RELIEF; INJUNCTIVE RELIEF MAY BE SOUGHT
<br />SOLELY IN AN APPROPRIATE COURT OF LAW. NO CLAIM SUBJECT TO ARBITRATION UNDER THIS SERVICE AGREEMENT
<br />MAY BE COMBINED WITH A CLAIM SUBJECT TO RESOLUTION BEFORE A COURT OF LAW. THE ARBITRABILITY OF
<br />DISPUTES SHALL BE DETERMINED BY THE ARBITRATOR. JUDGMENT UPON AN AWARD MAY BE ENTERED IN ANY COURT
<br />HAVING COMPETENT JURISDICTION. IF ANY PORTION OF THIS SECTION IS HELD TO BE UNENFORCEABLE, THE
<br />REMAINDER SHALL CONTINUE TO BE ENFORCEABLE.
<br />25. PROPRIETARY RIGHTS AND CONFIDENTIALITY
<br />(a) Spectrum's Proprietary Rights. All materials including, but not limited to, any Spectrum Equipment (including related firmware),
<br />software, data and Information provided by Spectrum, any identifiers or passwords used to access the Service or otherwise
<br />provided by Spectrum, and any know-how, methodologies or processes including, but not limited to, all copyrights, trademarks,
<br />patents, trade secrets, any other proprietary rights inherent therein and appurtenant thereto, used by Spectrum to provide the
<br />Service (collectively 'Spectrum Materials') shall remain the sole and exclusive property of Spectrum or its suppliers. Customer
<br />shall acquire no interest in the Spectrum Materials by virtue of the payments provided for herein other than the limited non-
<br />exclusive and non -transferable license to use the Spectrum Materials solely for Customer's use of the Service. Customer may not
<br />disassemble, decomplle, reverse engineer, reproduce, modify or distribute the Spectrum Materials, in whole or in part, or use
<br />them for the benefit of any third party. All rights in the Spectrum Materials not expressly granted to Customer herein are reserved
<br />to Spectrum. Customer shall not open, alter, misuse, tamper with or remove the Equipment or Spectrum Materials as and where
<br />installed by Spectrum, and shall not remove any markings or labels from the Equipment. or Spectrum Materials indicating
<br />Spectrum (or its suppliers) ownership or serial numbers.
<br />(b) Confidentiality. Customer agrees to maintain in confidence, and not to disclose to third parties or use, except for such use as Is
<br />expressly permitted herein, the Spectrum. Materials and any other information and materials provided by Spectrum In connection
<br />with this Service Agreement, including but not limited to the content of this Service Agreement that are identified or marked as
<br />confidential or are otherwise reasonably understood to be confidential, Including but not limited to the contents of this service
<br />Agreement and any service Order(s), except as Customer is required to disclose the Spectrum Materials by applicable law,
<br />Including without limitation the California Public Records Act.
<br />(c) Software. If software is provided to Customer hereunder ("Software'), Spectrum grants Customer a limited, non-exclusive and
<br />non -transferable license to use such Software, in object code form only, for the sole and limited purpose of using the Service for
<br />Commercial Bulk Services Agreement v.161213 CONFIDENTIAL Page 10 of 31
<br />®2016 Charter Communications. All Rights Reserved.
<br />Lynne P. Bell
<br />E -signed 2017-12-0711:02PM PST
<br />lynne.bett@charter.com
<br />Document Integrity Verified
<br />
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