HomeMy WebLinkAbout25B - AGMT - INTERNET SRVSREQUEST FOR
COUNCIL ACTION
CITY COUNCIL MEETING DATE:
DECEMBER 1, 2015
TITLE:
AGREEMENT FOR A SECONDARY
INTERNET INFRASTRUCTURE AND
ACCESS SERVICES
{STRATEGIC PLAN NO. 7,213)
RECOMMENDED ACTION
CLERK OF COUNCIL USE ONLY:
APPROVED
❑ As Recommended
❑ As Amended
❑ Ordinance on 1" Reading
❑ Ordinance on 2ntl Reading
❑ Implementing Resolution
❑ Set Public Hearing For
CONTINUED TO
FILE NUMBER
Authorize the City Manager and Clerk of the Council to execute an agreement with Time Warner
Cable Business Class, for internet access services as a means to provide a secondary, high -
availability backup internet access service for a term of one -year (December 1, 2015 to
November 30, 2016) in an amount not to exceed $24,816 annually, subject to non - substantive
changes approved by the City Manager and City Attorney.
DISCUSSION
The City's dependence on internet service has grown over time and as a result an increase in
demand on the City's internet service has occurred. The increase in demand has resulted in mom
visitors to the City's website, recent deployment of private and public internet access through Wi-
Fi technology, software applications that rely on internet access, higher volume of internet mail,
increased adoption of mobile technologies, and growing use of information gathering via the
internet. To accommodate existing demands as well as to prepare for continued growth, service
capacity needs to increase, and high - availability measures must be implemented for internet
service
In the event of a disruption to our primary internet access service, the result would be a City -wide
network service outage, severe degradation, and inaccessibility to critical systems needed for the
City to conduct business. Improving the stability of the City's Internet access service is required to
support operations in every City agency and departments with internet email, outgoing access to
the World Wide Web and incoming access to the City's website and other mission - critical and /or
web - accessible City applications. The City's Information Services Division recommends that the
City enter into a one -year agreement with Time Warner Cable Business Class (Time Warner), to
supply a secondary dedicated internet access service with connecting "local loop" service as a
redundant high - availability backup to the current internet access service with Cogent
Communications, Inc. The addition of this second line would ensure the City maintains
continuous access to its internet services. The service agreement with Time Warner contains
service level guarantees with monetary penalties for performance problems, which in turn would
allow the City to terminate this agreement in the event of unsatisfactory performance by Time
Warner.
25B -1
Agreement for a Secondary Internet
Infrastructure and Access Services
December 1, 2015
Page 2
The recommended agreement will also provide an additional 200 MB dedicated internet access
and 125 additional Internet Protocol (IP) addresses for expanded bandwidth, redundancy, and
high - availability in the event the current internet access infrastructure were to malfunction,
degrade, or experience an outage or disruption in service. This additional access service will
allow enough flexibility as city systems are upgraded, and come online, as Cloud services
expand, and overall internal and external future internet service demands grows. Included in the
service level agreement are additional 125 IP addresses necessary for connecting all
applications, hardware, and systems to the internet.
Given the essential nature of internet service to the City and the potential for cost savings, the
City staff recommends the approval of an agreement for internet access service with Time
Warner, with discounted monthly costs for a term of one -year. All other terms and conditions,
including the ability of the City to exit the agreement for any reason with 30 days' notice, would
remain.
STRATEGIC PLAN ALIGNMENT
Approval of this item allows the City to meet Goal #7, Team Santa Ana, Objective #2 (Establish
communication plans to engage and inform employees and the community about City activities),
Strategy D (invest in software /resources that will help streamline the flow of information to City
Staff and the public).
FISCAL IMPACT
Funds are budgeted and are available in the amount of $16,544 in FY 2015 -2016 Technology
Plan Fund and $8,272 in FY 2016 -2017 Technology Plan Fund for contractual services (account
no. 10910147 - 62300) for a total amount of $24,816 for the duration of the agreement.
Fiscal Year
Amount
2015 -2016
$16,544
2016 -2017
$8,272
APPROVED AS TO FUNDS AND ACCOUNTS:
%A
Francisco Gutierrez
Executive Director
Finance and Management Services Agency
Exhibit: 1. Agreement
25B -2
Account Executive: Olivia Ortiz
Phone: (562) 677 -0406 ext:
Cell Phone: (562) 677 -0406
Fax: (704) 697 -4849
Email: olivie.ortiz @twcable.com
TIME WARNER CABLE
Business Class
Order# 6153423
Dedicated Internet, Metro Ethernet, and Private Line Service Order Information For 20 Civic Center Piz Santa Ana CA 92701
Location
Site Name Address Location Type Bandwidth
20 Civic Center Piz Santa Ana, CA 92701
Page 1 of 3
25B -3
CITY OF SANTA
Business Name
ANA
Customer Type: Existing Customer
Federal Tax ID
Tax Exempt Status
Tax Exempt Certificate #
"0785
Billing Address
Attention To:Mail Stop M -77
Account Number
20 Civic Center Plaza, SANTA ANA
CA 92701
8448400260033399
Billing Contact
Billing Contact
Phone
Billing Contact Email Address
Carl J. Marek
714 647 -6957
cmarek @ santa- ana.ora
Authorized Contact
Authorized Contact
Phone
Authorized Contact Email Address
Carl J. Marek
(714) 647 -6957
cmarek a Santa- ana.om
Technical Contact
Technical Contact
Phone
Technical Contact Email Address
Ron Gonzalves
714 647 -6948
r onzalves santa-ana.or
Dedicated Internet, Metro Ethernet, and Private Line Service Order Information For 20 Civic Center Piz Santa Ana CA 92701
Location
Site Name Address Location Type Bandwidth
20 Civic Center Piz Santa Ana, CA 92701
Page 1 of 3
25B -3
TIME WARNER CABLE
Bus111ess Clelss
New and Revised Services and Monthly Charges At 20 Civic Center Piz , Santa Ana CA 92701
Monthly
Description Quantity Sales Price Recurring Total Contract Term
125 Static IP
1
$150.00
$160.00
12 Months
Dedicated Internet Access 200M
1
$1 918.00
$1,918.00
12 Months
*Total
$2,068.00
*Prices do not include taxes and fees.
One Time fees At 20 Civic Center Piz , Santa Ana CA 92701
Description Quant1tv Sales Price Total
BCF Fiber Install
1
$150.00
$150,00
Total
$150.00
*Prices do not include taxes and fees.
Page 2 of 3
25B -4
1P TIME WARNERCABLE
Business Class
Special Terms
The following language Is added to the Service Agreement and shall take precedence over any conflicting or inconsistent
terms therein:
Section 14.0 (Limitation of Liability) of the Terms and Conditions Is hereby amended by deleting the words "SIX (6) MONTHS"
and replacing them with "TWELVE (12) MONTHS."
Section 21.0 (Arbitration) of the Terms and Conditions is hereby amended by removing the phrase "IN THE BOROUGH OF
MANHATTAN, CITY OF NEW YORK" and replacing them with "IN ORANGE COUNTY, CALIFORNIA ".
Section 22.0 (Governing Law; Jurisdiction; Claims) of the Terms and Conditions Is hereby amended and restated in its
entirety to read as follows:
22.0 GOVERNING LAW; JURISDICTION; CLAIMS. The interpretation, validity and enforcement of the Master Agreement,
and all legal actions brought under or in connection with the subject matter of the Master Agreement, shall be governed by
the law of the State of California (except that any conflicts -of -law principles of such state that would result in the application of
the law of another jurisdiction shall be disregarded). Any legal action brought under or in connection with the subject matter of
the Master Agreement shall be brought only in the United States District Court for the Central District of California or, If such
court would not have jurisdiction over the matter, then only in a California State court sitting in Orange County, California.
Each party submits to the exclusive jurisdiction of these courts and agrees not to commence any legal action under or in
connection with the subject matter of the Master Agreement in any other court or forum. Any claim that Customer wishes to
assert under the Master Agreement must be initiated not later than one (1) year after the claim arose.
Electronic Signature Disclosure
you are acknowledging that you have read and agree to the
Authorized Signature for Time Warner Cable Enterprises LLC
Printed Name and Title
Date Signed
f;
Maria D. Ruizar
Clark of Council
Page 3 of 3
CITY OF SANTA ANA
Authorized Signature for Customer
David Cavazos, City Manager
Printed Name and Title
APPROVED AS TO FORM
7Y — 1 j.
J6hn M. Funk
Assistant City Attorney
25B -5
document.
INTLBNEI I vDICF I TFUNISION I rfHERNET I ctouo
'°tc77 TIME WART
Businea
This document outlines the Serrice-LeveI Agreement (' "SLA "1 for Dedicated Intemer Ames ( "DIX) fiber -based survIce (die "St vit e'). Capitalized wands
used, but not defined heroin, shall have the meanings given to them m fee Tinto Warner Cable Business Class Service Agreement (including the terms
and conditions, attachments, and Service Orders described Urerein, the 'AgieemenI") This SLA is a part of, and hereby incorporated by reference into,
the Agreement. If any provision of this SI -A and any provision of the Agreement ate inconsistent or ran II cting, the inconsistent or conflicting provision of
hus SLA shall coniml This SI_A document applies only to services provided aver TWC's own network (" Dn -Nel ") and not to any Our (ion that is provided
by a Thad parry All SLA Targets in the fable below, are measured at the individual circuit or service level, and any applicable credits are issued only far the
affected On -Net circui t or service (the "Atfacted Service')
I. SLA Targets for On -Net Services
11. Priority Classification
A "Service Disruption" is defincr,l as an aowye, disruption o severe degradation, radial than an Excluded Disruption, teal Ill terfcr , with the aridity to a
TWC network hub to It) transmit and receive network traffic on Customer's dedicated access part at the TWC network hub and (ii( exchange tie heart
traffic, with another TWC network hub. The, Service Disruption period begins when Customer recalls a Service Disruption using d'WC's trouble ticketing
system by contacting Customer Care, TWC acknowledges receipt of such trouble ticket, TWC validates :bat the Service i, affected and Customer releases
the Service for dealing. The Service Disruption ends wean the, Attected Service has been restated.
"Service Degradation" means a degradation of the Service that is net a Service Disruption or a result at an Excluded Disruption, such as faltul'e of trite
Service to achieve the SLA Targets (or Latency / Frail Delay, Jilt / Frane Delay Variation, or pecker / Frame Loss
'Excluded Di ,ructions" Ideals if planned outages. (ii) routine, or urgent maintenance, (iii) time when TWC is unable to gain access to Customer's
premises to troubleshoot repair 01 replace equipment or the Service, Ilv} service atoblems resulting from arts of omissions of Cu.sturner or Customer's
representatives or agents, (v) Customer earipm2nr failures, lei) Customer is not prepared to release the Service for tesIino, and W if I Farce Majeure Events.
TWC will ducally Service problems as follows:
5'
A. Service Disruption resulting in a fetal loss of Service: or
Priority f
B Service Degradatinn to the point that Cusconorf is unable to use the Sorvi :e and is prepared In elease. it for
immediate testing leach a °Priority I outago'").
Priority 7
Service Degradation where Customer is able to use the Service and is not prepared to release it for
immediate testing.
sure Iby'r
A A service problen- that ties,, not impact the Surma; or
B. A songle non- r.urnT specific quality of Service mqun'y.
r
INTERNET I VOICE I TELEVISION I EIHERNEI I C1 0111)
DEDICATED INTERNET ACCESS SERVICE -LEVEL AGREEMENT (CONT)
1P TIME WARP
Busine
111. Service Availability
"SerVICa Availability" is calculated as the tntal number of minutes in a calendar month less the number of minutes that the On-Net Service is unavailable
due to a Priority 1 Outage l "Downtime'I, divided by the total number of minutes a a calendar month
The following table contains examples of the pt wuntage of Seorwo Av akibilitp oansieted into minutes of Downtime for tho 99.99. Semite
Availability Target
IV. Mean Time to Restore (" MTTIR ")
The MTTR mea,urement for Prianty 1 OutacLes is the. average time to restow Priority 1 Outages during a calendar month calcufamn as fire canmlarve
feogth of time it takes TWC to restore an On -Net Service following a Priority 1 Outage, in a cafoodar month divided by the corresponding nurrba of traubie
tickets for Priority I Oul,ages opened during the calendar month for the On -Net Service.
MTTR per ralendar month is calculated as follows.
Cumulative length of time to restore Priority 1 Outage(s) per On -Net Service
MTTR = -
Total number of Priority 1 Outage trouble tickets per On -Not Service
V. Latency/ Frame Delay
Latency or Frame Delay is the average roundtnp neNvork delay, measured every 5 minutes during a calendar month, unless measurement is not possible as
a result of an Excluded Disruption, to adegc atefy dotermine a consistent average monthly performance level for frame belay for each On Not Service l -be
roundnip delay is expressed in milliseconds TWC measures tramp dewy mr ao end -to -end basis using a standard 89 -byte ping fmm the Customer's
dedicated across port at the Customer premises to the TVVC Internet access router in a mundmil fashion
Latency is calculated as follows:
Sum of the roundurip delay measurements for an On -Not Service
Latency / Frame Delay = —
Total # of measurements for an On -Net Service
25B -7
INIERNEI I VDICF I 'I Ft FVISION 1 I RIFRNET I aeon
VI. Packet Loss/ Frame Loss Ratio
c TIME VVARP
Busine
Packet Loss of Frame Loss Hatia is defined as the percentage of frames that am not surcessfully , ocoived ran lioarerl to the total (tortes that are sent in
I Colonial nondt, except whew an; packel or frame loss is thu result of an Excluded Disruption. The percentage calculation is hosed on frames that are
transmitter) from a Ioiovvak origination point and received at a network dosnnation point JTWC network hub to TNlC network huh)
Packet toss /Rome Loss Ratm is calculated as follows
Packet Loss / Frame Loss ( ° / °) = 100 I °( °j — Frames Received
VII. Jitter/ Frame Delay Variation
Jitter or Frame Delay Variation is defined as the variation In delay for two consecutive frames that are transmitted (one way) from a network origination
point and received at a nntwork riestinatirm point (TWC nenoork hub 10 TWC network bull) . TVW measures a sample set of frames every 5 minutes during
a calendar month, unless measurement is not possible as a result of an Excluded Otsnfp tion, and determines the average delay between consecutive
frames within each sample set The monthly Jitter / Frame Delay Variation is calculated as the average of all of the frame delay vaunted measurements
during such calendar month and is expressed in milliseconds (ms) .
Sum of the Frame Delay Variation measurements for an On -Not Service
Jitter / Frame Delay Variation = -- --
Total # of rneasarements for an On -Net Service
VIII, Network Maintenance
Maintenance Notice:
Customer understands that from time to time TN /C will perform ntowfu k maintenance for network fmprovenoc,Is anti prevent ve trafn:enarri ;. In some
oases. TWC will need to perform urgent network maintenance, which will usually be conducted wi lhm the routine maintenance. windows. TWC witf use
reasonahle affo is to pravide anyance notice of the approximate time, duration, and reason for any argent maintenance outside the routine
mantenance windows.
Maintenance Windows:
Routine meinteuarrce me, he performed Mondey - Friday 12 midnight 3 a.m. l ocal Timo.
r
INIFPNE7 ( WICE ( TREVIKYON I ETHERNET I CLOUD TIME WARNER CABLE
Business Class
DEDICATED INTERNET ACCESS SERVICE -LEVEL AGREEMENT (CONT.)
IX. Remedies
Service Credits:
If the actual performance of an On-Net Service during any calendarnnonth is less than the SLATargets, and Customer has complied with the requirements
in this SLA, then Customer may request creditlst equal to the pa« ;entage(s1 of the monIdy5ervice Charges for only the Af mcmd Service as set forth .n the
table below Any credits will be applied as an of [set against any amounts due It Customer to TtNC_ All credits must be lit requested by the Customer
within 30 days of a Service Disruption or Service Degradation by calling the Customer Care Center and opening a trouble ticket, and (if) confirmed by
PNCK engineering support teams as associatedwith a trouble ticket and as failing to meet the applicable SLA Targets
SERVICE AVAILABILITY I MEAN TIME TO RESTORE LATENCY/FRAME JITTER / FRAME PACKET LOSS /
(" MTTR ") DELAY (ROUNDTRIP) DELAY VARIATION FRAME LOSS
r
Except as set forth belmv, the credits described in this SLA shall constitute Customer ssole and esct rstve remedy and 'rv'r1C "s stria and exclusive liability,
wnh respect to I WC's failure to meet any SLA Targets. All SLA Targets are monthly measurements and Customer may request only one credit per SLA
'target per month up to a maximum of a0% of the monthly Service Charges for [lie Affected Slo W.C. Cestnrler sun] not be eligible forcredrts excesdii in
tutorial months of Customer's applicable monthly Service Charges during any catendaryear
Chronic Priority 1 Outages:
b Customer expenenees and reports three (3) separate Priority 1 Outages where the Downtimrt exceeds four (a) hours during each Priority i Outage within
three 13) consecutive calendar tronths, then Customer may terminate the Affected Service without charge or liability by providing it least thirty (301 clays
written norire to TWC, provided, However, that I) Customer fray only lei tnitiate the Affected Service, (it) Customer must exercise its right to terminate
the Affected Service by providing written notice to TWC rvithin thirty (30) days after opi event givinr use to Customer's termination right, bin Custcmr r
shelf have paid TWC all amounts due at the time of such termination for all Set vi(:os provided by TVJC purruant to the Agreement, and (iv) the for
nomination right provides the sole and exclusive remedy of Customer and the sole and exclusive liability of TWC for chronic Notify 1 Outages and
Customer shall not be eligfole Iar any aaditinnal credits. Ter-nmatlon will be effective forty-five 15) days after TW(, s= eceipt of such written notice
of termination
25B -9
TIME WARNER CABLE BUSINESS CLASS
Terms and Conditions
1.0 AGREEMENT
These Time Warner Cable Business Class Terms and Conditions ( "Terms and Conditions "), and any Time Wainer
Cable Business Class Service Orders (as described in Section 2.2 below) are hereby incorporated into the Time Warner
Cable Business Class National Service Agreement or the Time Wanner Cable Business Class Service Agreement, as the
case may be, ( "Service Agreement ") and constitute the "Master Agreement" by and between Customer and TWC
(collectively, the "Parties" or each individually a "Party ") for the services specified on Service Orders ( "Services').
The attachments to these Terns and Conditions ("Attachments") further describe TWC's services and are hereby
incorporated into, and made a part of, these Terms and Conditions by this reference. The Attachments set forth
additional terms and conditions for the applicable Service. "TWC" means the Time Warner Cable Enterprises LLC-
affiliated entity that is providing the Services.
2.0 SERVICES AND SERVICE ORDERS
2.1 Subject to the terms and conditions of the Master Agreement, TWC shall provide Customer with the Services in
accordance with any Service Order entered into by the Parties. Customer understands and agrees that certain Services
may not be available in all TWC service areas and that TWC, upon entering into a Service Order with Customer may,
at TWC's discretion, utilize one or more of its affiliates or third parties to deliver the Services ( "Third Party Services ").
The Third Party Services maybe subject to additional terms and conditions. Unless otherwise set forth, TWC shall use
commercially reasonable efforts to provide the Services seven (7) days a week, twenty four (24) hours a day, excluding
scheduled maintenance, required repair and events beyond TWC's reasonable control.
2.2 Customer shall request Services by issuing to TWC one or more proposed service and /or work order(s) (in the form
provided or approved by TWC) or via a mutually agreed electronic order entry system. Upon TWC's acceptance of a
proposed service and /or work order(s), such proposed service and /or work order(s), shall be deemed a "Service Order"
hereunder and shall be, deemed incorporated into, and made a part o£, the Master Agreement by this reference. A
proposed service and/or work order shall be deemed accepted upon the earlier of (a) TWC's acceptance of such
proposed service and /or work order in writing; or (b) TWC's commencement of delivery of Ore Service(s) set forth in
such proposed service and/or work order.
3.0 SERVICE & EQUIPMENT INSTALLATION
3.1 Customer shall obtain and maintain, or ensure that each Customer employee or branch office which uses the Service
(each, an "End User"), shall obtain and maintain throughout the Term, such consents (including without limitation
landlord and land owner consents) as are necessary to timely permit, and shall timely permit, TWC personnel to install,
deliver, operate and maintain the Services and TWC Equipment (as defined in Section 4 below) at Customer's mud any
Customer End User's facilities. Customer shall permit TWC reasonable access to the Customer and any End User
facilities at any time as needed to install, configure, upgrade, maintain or remove the TWC Equipment and other Service
components collocated at Customer's or an End User's facilities. Customer shall make and maintain throughout the Tern
all reasonable site preparations necessary to permit the installation, maintenance and operation of the Service and any
TWC Equipment as specified by TWC and that is required to provide the Services. In addition, Customer shall provide
TWC with floor space, rack space, other space and clean power as is reasonably necessary for the installation and
25B -10
operation of TWC Equipment at the Customer locations identified in a Service Order. Customer shall not charge TWC,
and shall ensure that TWC does not incur, any fees or expenses whatsoever in connection with Customer's provision of
space, power or access as described in these Terms and Conditions, or otherwise in connection with Customer's
performance of its obligations pursuant to this Section 3; and any such fees or expenses charged by a Customer End
User shall be home solely by Customer.
3.2 Provided that Customer properly performs all necessary site preparation and provides TWC with all required
consents, TWC shall use commercially reasonable efforts to install the Service in accordance with the requested
Service start date indicated on a Service Order. TWC shall provide Customer with a completion notice ( "Completion
Notice ") upon completion of the installation of a Service. In the event that TWC is unable to install the Service in
accordance with the agreed upon schedule as a result of (a) Customer's (or its End User's) failure to deliver any
required materials, support or information to TWC; or (b) TWC not being able to obtain access to equipment or
software at the installation location as necessary for installation of the Service, then Customer shall pay TWC the
standard installation fee as identified on the applicable Attachment hereto for any installation trip made by TWC and
an additional installation fee for each subsequent trip necessitated to perform the Service installation. Customer shall
perform interconnection of the Services and TWC Equipment with Customer's or an End User's equipment, unless
otherwise set forth in an Attachment or agreed in writing between the Parties.
4.0 SUPPORT & MAINTENANCE
TWC shall use commercially reasonable efforts to maintain the TWC - provided and installed equipment, including as
applicable, any cabling, cable modems, related splitters, routers or other items (collectively, "TWC Equipment "), on
TWC's side of the demarcation points used by TWC to provide the Service. Equipment and services on Customer's side
of the demarcation points, as well as any other Customer - provided equipment, are the responsibility of Customer. TWC
shall provide a telephone number and email address for inquiries and remote problem support for the Service. All such
Customer support shall be provided only to Customer's designated personnel, as mutually agreed upon by TWC and
Customer. Customer is responsible for all communications and interfaces with its End Users, In no event shall TWC be
responsible for providing support for any network, equipment or software not provided and installed by TWC or for
issues or problems beyond its control. Notwithstanding anything to the contrary in the foregoing, TWC shall use
commercially reasonable efforts to restore any cable cuts on the TWC network and shall keep Customer reasonably
advised of such restoration progress. Customer shall provide routine operational Service support for TWC Equipment
and Service components collocated at C4ustomer's or an End User's facility, including without limitation by performing
reboots, as requested by TWC.
5.0 CUSTOMER OBLIGATIONS
5.1 Customer's use of the Service (including all content transmitted via the Service) shall comply with all applicable
laws and regulations and the terms of the Master Agreement, Customer shall not resell or redistribute (whether for a
fee or otherwise) the Service, or any portion thereof, or make any use of the Service other than for Customer's internal
business purposes, mmless otherwise agreed in writing by TWC. Customer shall ensure that its End Users' use of the
Service, if any, shall comply with all applicable laws and regulations and terms of the Master Agreement, TWC may
audit Customer's use of the Service remotely or otherwise, to ensure Customer's compliance with the Master
Agreement.
25B -11
5.2 Customer shall ensure that all TWC Equipment at Customer's and Customer's End Users' facilities remains free
and clear of all liens and encumbrances, and Customer shall be responsible for loss or damage to the TWC Equipment
while at Customer's or an End User's facilities. Customer is responsible for ensuring that any Customer equipment
used in connection with the Services is protected from fraudulent or unauthorized access. Customer is responsible for
all access to and use of the Service (whether or not such use is Fraudulent or authorized) and for the payment of all
charges incurred on Customer's Service account, including any charges resulting from fraudulent or unauthorized
access to any Customer equipment until such time as Customer informs TWC of such fraudulent or unauthorized
access. In addition, as between the Parties, Customer is responsible for: (a) all content that is viewed, stored or
transmitted via the Service; and (b) all third party charges incurred for merchandise and services accessed via the
Service, if any. Customer shall conform its equipment and software, and ensure that each End User conforms its
equipment and software, to the technical specifications for the Service provided by TWC.
6.0 TERM
The Master Agreement shall commence on the earlier to occur of (a) the date of the last signature on the Service
Agreement (the "Effective bate ") or (b) TWC's cormnencereent of delivery of the Service(s) set forth in a Service
Order, and shall remain in effect for the term specified in the Service Agreement, or if no term is specified, until the
expiration or termination of all Service Orders (the "Tenn"). The term for the applicable Service shall be set forth in
the Service Order ( "Initial Order Term") and shall remain in effect until expiration as set forth in the Service Order.
Unless otherwise specified in the Service Agreement, if the Customer continues to receive Services after the expiration
of the Initial Order Term the Services shall renew on a month to month basis on the same terms and conditions
( "Renewal Order Terra", collectively with Initial Order Term, "Order Term"), The fees for the Renewal Order Term
shall be as set forth in Section 7.
7.0 PAYMENT
For each Service, Customer shall pay TWC all recurring and non-recurring charges, fees and taxes, (which may
include Service installation and activation charges, measured and usage -based charges, local, long distance, directory
assistance and operator services calling charges, and equipment and facilities charges) (collectively the "Service
Charges ") as set forth on the Service Order in accordance with the following payment terms: Service Charges shall be
billed to Customer on a monthly basis commencing upon Service installation, and are payable within thirty (30) days
after the date appearing on the invoice. Customer must bring any billing error to TWC's attention within thirty (30)
days after the date appearing on the applicable invoice or Customer waives its right to a refund or credit associated
with such billing error. TWC shall not defer any charges while Customer awaits reimbursement, subsidy, discount or
credit from any third party or government entity, and Customer shall have the obligation to pay all charges regardless
of the status of any such reimbursement, subsidy, discount or credit. TWC shall have the right to increase Service
Charges for each Service after the Initial Order Term for such Service upon thirty (30) days written notice to
Customer. TWC may charge a late fee for any amounts which are not paid when due. The late fee shall be the lesser
of one and one -half percent (1.5 %) per month or the highest rate chargeable by law. Customer shall also be
responsible for all costs of collection (including reasonable attorneys' fees) to collect overdue amounts. If TWC fails
to present a charge in a timely manner, such failure shall not constitute a waiver of the charges for the fees to which it
relates, and Customer shall pay such invoice in accordance with these payment terms.
25B -12
8.0 TAXES
8.1 Customer shall pay all federal, state, and local taxes, government fees, charges, surcharges or similar exactions
imposed on the Services and /or products that are the subject of the Master Agreement including but not limited to state
and local sales and use taxes, telecommunications taxes, federal and state universal service fiord fees and/or state and
local regulatory fees to the extent applicable. TWC shall have the right to recover from Customer, and Customer shall
pay, the amount of any state or local fees, charges or taxes arising as a result of the Master Agreement that are imposed
on TWC or TWC's Services, or measured on TWC's receipts, slid any other costs or expenses that TWC is entitled
under applicable law to pass through to or otherwise charge Customer for Customer's use or receipt of the Services.
Such fees or taxes shall be invoiced to Customer in the form of a surcharge included on Customer's invoice. TWC shall
be responsible for and shall pay all taxes measured by TWC's net income. To the extent that a dispute arises as to
which Party is liable for fees or taxes under the Master Agreement, Customer shall bear the burden of proof in showing
that the fee or tax is imposed upon TWC's net income. This burden may be satisfied by Customer producing written
documentation from the jurisdiction imposing the fee or tax indicating that the fee or tax is based on TWC's net
income. Customer shall provide TWC any and all documentation substantiating a claim for exemption from taxes or
fees prior to the date that Services are first provided under the Master Agreement. To the extent such documentation is
held invalid for any reason, Customer shall reimburse TWC for any tax or fee liability including without limitation
related interest and penalties arising from such invalid documentation.
8.2 Customer acknowledges that currently, and from time to time, there is uncertainty about the regulatory
classification and/or treatment of some of the Services TWC provides and, consequently, uncertainty about what fees,
taxes and surcharges are clue from TWC and/or its customers. Customer agrees that TWC has the right to determine, in
its sole discretion, what fees, taxes and surcharges are due and to collect and remit them to the relevant governmental
authorities, and/or to pay and pass them through to Customer. Customer hereby waives any claims it may have
regarding TWC's collection or remittance of such fees, taxes and surcharges. Customer understands that it may obtain a
list of the fees, taxes and surcharges that TWC currently collects or passes through by writing to TWC at the following
address and requesting same: Time Warner Cable .Enterprises, 7800 Crescent Executive Drive, Charlotte, North
Carolina, 28217; Attention: Subscriber Tax Inquiries.
9.0 PROPRIETARY RIGIITS AND CONFIDENTIALITY
9.1 All materials including, but not limited to, any TWC Equipment (including related firmware), software, data and
information provided by TWC, any identifiers or passwords used to access the Service or otherwise provided by TWC,
and any know -how, methodologies or processes including, but not limited to, all copyrights, trademarks, patents, trade,
secrets, any other proprietary rights inherent therein and appurtenant thereto, used by TWC to provide the Service
(collectively "TWC Materials ") shall remain the sole and exclusive property of TWC or its suppliers. Nothing herein is
intended to convey any right or ownership interest to Customer or any other person or entity in or to such TWC
Materials. Customer shall acquire no interest in the TWC Materials by virtue of the payments provided for under the
Master Agreement. Customer may use the TWC Materials solely for Customer's use of the Service during any
applicable Order Term and the same may not be transferred by Customer to any other person, corporation or entity.
Customer may not disassemble, decompile, reverse engineer, reproduce, modify or distribute the TWC Materials, in
whole or in part, or use there for the benefit of any third party. All rights in the TWC Materials not expressly granted to
Customer in the Master Agreement are reserved to TWC. Customer shall not open, alter, misuse, tamper with or
remove the TWC Equipment as and where installed by TWC, and shall not remove any markings or labels from the
25B -13
TWC Equipment indicating TWC (or its suppliers) ownership or serial numbers
9.2 Customer shall maintain in confidence, and not to disclose to third parties or use, except for such use as is
expressly permitted, in the Master Agreement, the TWC Materials and any other information and materials provided by
TWC in connection with the Master Agreement, that are identified or marked as confidential or are otherwise
reasonably understood to be confidential, including but not limited to the content of the Master Agreement.
9.3 If software is provided to Customer under the Master Agreement, TWC grants Customer a limited, nonexclusive
and non - transferable license to use such software, in object code form only, solely for the purpose of using the
Service for Customer's internal business purposes during the Term.
10,0 MONITORING, EQUIPMENT UPGRADES AND MODIFICATIONS
TWC has the right, but not the obligation, to upgrade, modify and enhance the TWC Equipment (including related
firmware) and the Service and take any action that TWC deems appropriate to protect the Service and its facilities.
TWC has the right to add to, modify or delete any provision of these Terms and Conditions. TWC shall notify
Customer of any material adverse change to these Terms and Conditions or Service descriptions by posting such
modified Perms and Conditions or Service description on the TWC web site or by email, or, if applicable, in the
appropriate TWC tariff, Upon the effectiveness of any addition, modification or deletion, Customer's continued use of
the Services shall constitute Customer's consent to such addition, modification or deletion, and agreement to continue
to be bound by the Master Agreement. ;In any event, if TWC modifies the Services or these Terms and Conditions and
such modification has a material adverse impact on Customer's ability to use the Service, Customer may, within the
thirty (30) day period following the date of such modification, terminate, without penalty, the Service Order relating to
the affected Service.
11.0 TERMINATION
I Lt Either Party may terminate a Service Order; (a) upon thirty (30) days written notice to the other Party of the other
Party's material breach of the Master Agreement or the applicable Service Order, provided that such material breach is
not cured within such thirty (30) day period; (b) immediately, in the event that the other Party liquidates, is adjudicated
as bankrupt, makes an assignment for the benefit of creditors, invokes any provision of law for general relief from its
debtors, initiates any proceeding seeking general protection from its creditors, or is removed or delisted from a trading
exchange (each a "Bankruptcy Event "); or (c) immediately, in the event that, after entering into such Service Order,
TWC conducts a site survey and learns that the construction costs shall require a material increase in the Service
Charges. In the event that Customer fails to comply with any applicable laws or regulations or the terms of the Master
Agreement, upon thirty (30) days written notice TWC may suspend or discontinue any applicable Service in whole or
in part without further notice, provided that such failure is not cured within such thirty (30) day period. In addition,
TWC may immediately terminate or suspend Customer's or its End User's use of the Service if such use is determined
by TWC, in its sole discretion, to be resulting in a material degradation of the TWC network, until such time as such
degradation has been remedied. In the event of a suspension of Service, TWC may require the payment of reconnect or
other charges before restarting the suspended Service.
25B -14
11.2 Upon the termination or expiration of the Master Agreement (including all Service Orders): (a) TWC's obligations
under the Master Agreement shall cease; (b) Customer shall promptly pay all amounts due and owing to TWC for
Service delivered prior to the date of termination or expiration, and any deinstallation fees, if any; (c) Customer shall
promptly cease all use of any software provided by TWC tinder the Master Agreement, and shall return such software
to TWC; and (d) Customer shall return to TWC or permit TWC to remove, in TWC's discretion, the TWC Equipment
in the same condition as when received, ordinary wear and tear excepted. Customer shall reimburse TWC for the
reasonable and documented costs of the repair or replacement, at TWC's discretion, of any TWC Equipment not
returned in accordance with this Section 11,
11.3 In addition, notwithstanding anything to the contrary in the Master Agreement, in the event this Master
Agreement or any Service Order hereunder terminates for any reason other than TWC's material breach or a
Bankruptcy Event impacting TWC (as permitted in Sections 111(a) or (b)) or as permittod in Section I1.1(c) above,
Customer shall, at TWC's discretion: (a) promptly pay TWC the full amount of the Service Charges that Customer
would, have been charged for the remainder of the Initial Term or the then- current renewal term; or (b) reimburse
TWC for all volume, term or other discounts and credits provided in anticipation of full performance of Customer's
obligations and any unpaid portion of the installation fee set forth in the applicable Service Order(s).
11.4 The provisions of sections 7 - 9, 11 - 15, 17,1, 18, 19, 21 — 23, 25 and 26 and the Attachments shall survive the
termination or expiration of the Master Agreement,
12.0 INDEMNIFICATION
Customer aball defend, indemnify and hold harmless TWC, its affiliates, its service providers and suppliers and their
respective officers, directors, employees and agents, from and against third party claims, losses, liabilities, darnages,
costs and expenses, ipcludnng reasonable attorneys' and other professionals' fees, arising out of or relating to: (a) the
use of the Service, including but not limited to a breach of Section 5 of these Terms and Conditions; (b) personal
injury or property damage caused by the negligence or willful misconduct of Customer or its employees or agents; or
(c) any fees, fines or penalties incurred by TWC as a result of Customer's violation of the 10% Rule as set forth in
Attachment D.
13.0 DISCLAIMER OF WARRANTY
CUSTOMER ASSUMES TOTAL RESPONSIBILITY FOR USE OF THE SERVICE AND USES THE SAME AT ITS
OWN RISK. TWC EXERCISES NO CONTROL OVER AND HAS NO RESPONSIBILITY WHATSOEVER FOR
THE CONTENT TRANSMITTED OR ACCESSIBLE THROUGH THE SERVICE, AND TWC EXPRESSLY
DISCLAIMS ANY RESPONSIBILITY FOR SUCH CONTENT. EXCEPT AS SPECIFICALLY SET FORTH IN THE
MASTER AGREEMENT, THE SERVICE, TWC EQUIPMENT AND TWC MATERIALS ARE PROVIDED "AS IS,"
WITHOUT WARRANTIES OF ANY I{IND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED
TO WARRANTIES OF TITLE, NON- INFRINGEMENT, SYSTEM INTEGRATION, DATA ACCURACY, QUIET
ENJOYMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NO ADVICE OR
INFORMATION GIVEN BY TWC, ITS AFFILIATES OR ITS CONTRACTORS OR THEIR RESPECTIVE
EMPLOYEES SHALL CREATE ANY WARRANTY, TWC DOES NOT REPRESENT OR WARRANT THAT THE
SERVICE WILL MEET CUSTOMER'S REQUIREMENTS, PREVENT UNAUTHORIZED ACCESS BY THIRD
PARTIES, BE UNINTERRUPTED, SECURE, ERROR FREE, WITHOUT DEGRADATION OF VOICE QUALITY
OR LOSS OF CONTENT, DATE OR INFORMATION OR THAT ANY MINIMUM TRANSMISSION SPEED IS
25B -15
GUARANTEED AT ANY TIME. EXCEPT AS SET FORTH IN THE MASTER AGREEMENT, TWC DOES NOT
WARRANT THAT ANY SERVICE OR EQUIPMENT PROVIDED BY TWC SHALL PERFORM AT A
PARTICULAR SPEED, BANDWIDTH OR THROUGHPUT RATE. IN ADDITION, CUSTOMER
ACKNOWLEDGES AND AGREES THAT TRANSMISSIONS OVER THE SERVICE MAY NOT BE SECURE.
CUSTOMER FURTHER ACKNOWLEDGES AND AGREES TIIAT ANY DATA, MATERIAL OR TRAFFIC OF
ANY KIND WHATSOEVER CARRIED, UPLOADED, DOWNLOADED OR OTHERWISE OBTAINED
THROUGH THE USE OF THB SERVICE IS DONE AT CUSTOMER'S OWN DISCRETION AND RISK AND
THAT CUSTOMER SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO CUSTOMER'S OR AN END
USER'S COMPUTER SYSTEM OR EQUIPMENT (INCLUDING NETWORK EQUIPMENT) OR LOSS OF SUCH
DATA, MATERIAL OR TRAFFIC DURING, OR THAT RESULTS FROM, CUSTOMER'S OR ITS END USERS'
USE OF THE SERVICE INCLUDING, BUT NOT LIMITED TO, CUSTOMER'S OR END USERS' SENDING OR
RECEIVING, OR UPLOADING OR DOWNLOADING, OR ATTEMPTS TO DO SAME, OF SUCH DATA,
MATERIAL OR TRAFFIC. IN ADDITION, CUSTOMER ACKNOWLEDGES AND AGREES THAT TWC'S
THIRD PARTY SERVICE PROVIDERS DO NOT MAKE ANY WARRANTIES TO CUSTOMER UNDER THE
MASTER AGREEMENT AND TWC DOES NOT MAKE ANY WARRANTIES ON BEHALF OF SUCK SERVICE
PROVIDERS UNDER THE MASTER AGREEMENT, EXPRESS OR IMPLIED, INCLUDING, BUT NOT
LIMITED TO THE LMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR
A PARTICULAR PURPOSE, SYSTEM INTEGRATION, DATA ACCURACY OR QUIET ENJOYMENT,
14.0 LIMITATION OF LIABILITY
IN NO EVENT SHALL TWC BE LIABLE TO CUSTOMER, AN END USER OR ANY THIRD PARTY FOR ANY
INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF OR
RELATING TO THE MASTER AGREEMENT, REGARDLESS OF WHETHER TWC IIAD BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES. TWO'S AGGREGATE LIABILITY FOR ANY REASON AND ALL
CAUSES OF ACTION ARISING OUT OF OR RELATING TO THE MASTER AGREEMENT (INCLUDING, BUT
NOT LIMITED TO, CONTRACT, TORT (INCLUDING NEGLIGENCE) AND STRICT PRODUCT LIABILITY))
SHALL BE LIMITED TO THE FEES PAID OR OWED BY CUSTOMER. UNDER TIIE SERVICE ORDER THAT
IS THE SUBJECT MATTER OF TILE CLAIM IN THE SIX (6) MONTHS PRECEDING THE DATE THE CLAIM
ARISES. IN NO EVENT SHALL TWC'S AFFILIATES, THIRD PARTY SERVICE PROVIDERS OR SUPPLIERS
HAVE ANY LIABILITY TO CUSTOMER UNDER THE MASTER AGREEMENT. TWC SHALL NOT BE
RESPONSIBLE FOR ANY LOSSES OR DAMAGES ARISING AS A RESULT OF THE UNAVAILABILITY OF
THE SERVICE, INCLUDING THE INABILITY TO REACH 911 OR OTHER EMERGENCY SERVICES, THE
INABILITY TO CONTACT A SECURITY SYSTEM OR REMOTE MEDICAL OR OTHER MONITORING
SERVICE PROVIDER OR ANY FAILURE OR FAULT RELATING TO CUSTOMER - PROVIDED .EQUIPMENT,
FACILITIES OR SERVICES.
15.0 DISCLOSURE OF CUSTOMER INFORMATION
Customer's Privacy interests, including Customer's ability to limit disclosure of certain infomration to third parties,
may be addressed by, among other laws, the Federal Telecornm nications Act (the "Telecommunications Act "), the
Federal Cable Communications Act (the "Cable Act "), the Electronic Communications Privacy Act, and, to the extent
25B -16
applicable, state laws and regulations. Customer proprietary network information and personally identifiable
information that may be collected, used or disclosed in accordance with applicable laws is described in Attachment R
(Voice Services), the Subscriber Privacy Policy, and, if applicable, in TWC's tariff, which are incorporated into, and
made a part of, the Master Agreement by this reference. The Subscriber Privacy Policy is available at
wrrnv.twc cot le a . In addition to the foregoing, Customer hereby acknowledges and agrees that TWC may disclose
Customer's and its employees' personally identifiable information as required by law or regulation, or the American
Registry for Internet Numbers ( "ARIN ") or any similar agency, or in accordance with TWC's Subscriber Privacy
Policy or, if applicable, tariff. In addition, TWC shall have the right (except where prohibited by law), but not the
obligation, to disclose any information to protect its rights, property and/or operations, or where circumstances suggest
that individual or public safety is in peril.
16.0 FORCE MAJEURE
Notwithstanding anything to the contrary in the Master Agreement, a Party shall have no liability to the other due to
circumstances beyond its control, including, but not limited to, acts of God, terrorism, flood, fiber cuts, natural disaster,
regulation or governmental acts, fire, civil disturbance, weather, or any unauthorized access to or destruction or
modification of the Service, in whole or in part (each a "Force Mejeure Event"), Notwithstanding anything to the
contrary in the Master Agreement, Customer may terminate the affected Service Order(s) in its entirety and without
penalty if a Force Majoure Event continues for more than ten (10) consecutive days and prevents TWC from delivering
the Service under such Service Order(s).
17.0 REGULATORY AND LEGAL. CHANGES, POLE ATTACHMENT AND CONDUIT CHARGES,
TARIFFS
17.1 In the event of any change in applicable law, regulation, decision, rule or order, including without limitation any
new application of or increase in any government- or quasi - government- hnposed fees or charges that increases the
costs or other terns of TWC's delivery of Service to Customer, or, in the event of any increase in pole attachment or
conduit charges applicable to any facilities used by TWC in providing the Service, Customer acknowledges and
agrees that TWC may pass through to Customer any such 'increased fees or costs, but only to the extent of the actual
increase, provided TWC notifies Customer at least thirty (30) clays in advance of the increase. In such case, and if
such increase materially increases the fees or charges due by Customer under the Master Agreement for the applicable
Service, Customer may, within thirty (30) days after notification of such increase, terminate the affected Service
without incurring termination liability, provided Customer notifies TWC at least fifteen (15) days in advance of
Customer's requested termination date. Further, in the event that TWC is required to file tariffs or rate schedules with
a regulatory agency or otherwise publish its rates in accordance with regulatory agency rules or policies respecting the
delivery of the Service or any portion thereof, and TWC is required under applicable law to apply those rates to
Customer's purchase of Service under the Master Agreement, then the terns set forth in the applicable tariff or rate
schedule shall govern TWC's delivery of, and Customer's use or consumption of the Service. In addition, if TWC
determines that offering or providing the Service, or any part thereof, has become impracticable for legal or regulatory
reasons or circumstances, then TWC may terminate the Master Agreement and any affected Service Orders without
liability, by giving Customer thirty (30) days prior written notice or any such notice as is required by law or regulation
applicable to such determination.
25B -17
172 The Master Agreement, including the Attachments and the Service Order(s), are subject to all applicable federal,
state or local laws and regulations in effect in the relevant jurisdiction(s) in which TWC provides the Services. If any
provision of the Master Agreement, the Attachments, or the Service Order(s) contravene or are in conflict with any
such law or regulation, then the terms of such law or regulation shall take priority over the relevant provision of the
Master Agreement, the Attachments, and/or the Service Order(s), If the relevant law or regulation applies to some but
not all of the Service(s) being provided tinder the Master Agreement, then such law or regulation shall take priority
over the relevant provision of the Master Agreement, the Attachments, and the Service Order(s) only for purposes of
those Service(s) to which the law or regulation applies. Except as explicitly stated in the Master Agreement, nothing
contained in the Master Agreement shall constitute a waiver by TWC of any rights under applicable laws or regulations
pertaining to the installation, operation, maintenance or removal of the Services, facilities or equipment.
18.0 ENTIRE AGREEMENT
The Master Agreement, including without limitation all Attachments, sets forth the entire agreement between the
Parties with respect to the subject matter hereof and supersedes all previous written or oral agreements or
rep7gsentations between the Parties with respect to such subject matter.
19.0 ORDER OF PRECEDENCE
Each Service shall be provisioned pursuant to the terms and conditions of the Master Agreement. In the event that TWC
permits a Customer to use its own standard purchase order form to order the Service, the Parties hereby acknowledge
and agree that the terms and conditions hereof shall prevail notwithstanding any variance with the terms and conditions
of any purchase order submitted by Customer, and any different or additional terns contained in such purchase order
shall have no force or effect. To the extent that the terms of any Service Agreement or Service Order are inconsistent
with the terms of these Terms and Conditions, the terms of the Service Agreement then the terms of the Service Order
shall control.
20.0 COMPLIANCE WITH LAWS
As between the Parties, TWC shall obtain and maintain at its own expense all licenses, approvals and regulatory
authority required by law with respect to TWC's operation and provision of the Services as contemplated in the Master
Agreement, and Customer shall obtain and maintain at its own expense all licenses, approvals and regulatory authority
required by Law with respect to Customer's use of the Services as contemplated in the Master Agreement. Unless
specified otherwise in the Master Agreement, each Party shall give all notices, pay all fees and comply with all laws,
ordinances, rules and regulations relating to its performance obligations specified in the Master Agreement.
21.0 ARBITRATION
EXCEPT FOR CLAIMS FOR INJUNCTIVE RELIEF, AS DESCRIBED BELOW, ANY PAST, PRESENT, OR
FUTURE CONTROVERSY OR CLAIM ARISING OUT OF OR RELATED TO THE MASTER AGREEMENT
SHALL BE BROUGHT IN THE BOROUGH OF MANHATTAN, CITY OF NEW YORK AND SHALL BE
RESOLVED BY BINDING ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION
ASSOCIATION UNDER ITS COMMERCIAL ARBITRATION RULES, INCLUDING, IF APPLICABLE, THE
25B -18
SUPPLEMENTARY PROCEDURES FOR THE RESOLUTION OF CONSUMER RELATED DISPUTES.
CONSOLIDATED OR CLASS ACTION ARBITRATIONS SHALL NOT BE PERMITTED. THE ARBITRATOR
OF ANY DISPUTE OR CLAIM BROUGHT UNDER OR IN CONNECTION WITH THE MASTER AGREEMENT
SHALL NOT HAVE THE POWER TO AWARD INJUNCTIVE RELIEF; INJUNCTIVE RELIEF MAY BE
SOUGIIT SOLELY IN AN APPROPRIATE COURT OF LAW. NO CLAIM SUBJECT TO ARBITRATION
UNDER THE MASTER AGREEMENT MAY BE COMBINED WITH A CLAIM SUBJECT TO RESOLUTION
BEFORE A COURT OF LAW. THE ARBITRABILITY OF DISPUTES SHALL BE DETERMINED BY THE
ARBITRATOR. JUDGMENT UPON AN AWARD MAY BE ENTERED IN ANY COURT HAVING COMPETENT
JURISDICTION. IF ANY PORTION OF THIS SECTION IS HELD TO BE UNENFORCEABLE, THE
REMAINDER SHALL CONTINUE TO BE ENFORCEABLE,
22.0 GOVERNING LAW; JURISDICTION; CLAIMS
The interpretation, validity and enforcement of the Master Agreement, and all legal actions brought under or in
connection with the subject matter of the Master Agreement, shall be governed by the law of the State of New York
(except that any conflicts -of -law principles of such state that would result in the application of the law of another
jurisdiction shall be disregarded). Any legal action brought under or in connection with the subject matter of the Master
Agreement shall be brought only in the United States District Court for the Southern District of New York or, if such
court would not have jurisdiction over the matter, then only in a New York State court sitting in the Borough of
Manhattan, City of New York. Each party submits to the exclusive jurisdiction of these courts and agrees not to
commence any legal action under or in connection with the subject matter of the Master Agreement in any other court
or foram. Each Party waives any objection to the laying of the venue of any legal action brought under or in connection
with the subject matter of the Master Agreement in the Federal or state courts sitting in the Borough of Manhattan, City
of New York, and agrees not to plead or claim in such counts that any such action has been brought in an inconvenient
forum. Any claim that Customer wishes to assert under the Master Agrownent must be initiated not later than one (1)
year after the claim arose.
23.0 SEVERABILITY; WAIVER
In the event that any portion of the Master Agreement is held to be invalid or unenforceable, the invalid or
unenforceable portion shall be construed in accordance with applicable law as nearly as possible to reflect the original
intentions of the parties set forth in the Master Agreement and the remainder of the Master Agreement shall remain in
fall force and effect. No waiver of any breach or default under the Master Agreement shall be deemed to be a waiver of
any preceding or subsequent breach or default. To be legally binding on TWC, any waiver must be in writing.
24.0 ASSIGNMENT
Customer may not assign the Master Agreement without the prior written consent of TWC, and any assignment in
violation of this Section shall be null and void TWC may assign its rights and obligations under the Master Agreement
including, without limitation, in whole or in part, to any affiliate without the prior written approval of or notice to
Customer. Customer understands and agrees that, regardless of any such assignment, the rights and obligations of TWC
in the Master Agreement may aortae to, or be fulfilled by, any affiliate, as well as by TWC and /or its subcontractors,
25B -19
25.0 PUBLICITY
Customer may not issue a press release, public announcement or other public statements regarding the Master
Agreement without TWC's prior written consent.
26.0 NO THIRD PARTY BENEFICIARIES; RELATIONSHIP OF THE PARTIES
There are no third party beneficiaries to the Master Agreement. The Parties to the Master Agreement are independent
contractors.
27.0 TWC.COM
Customer agrees that its use of the Time Wanner Cable site shall comply with the Site Terms of Use and Site Privacy
Policy available at http:/ /www.tiniewaniercable.coin_ /en/ business - home /iegal�priv_,it - oliey.1unil
28.0 NO'T'ICES
Any notice under the Master Agreement shall be given in writing and shall be deemed to have been given when
actually received by the other Party. Notices shall be delivered to Customer and TWC at the respective addresses set
forth above, or to such other address as is provided by one Party to the other in writing. Notices to TWC shall include
a cc to: Time Warner Cable Enterprises LLC, 60 Columbus Circle, New York, New York, 10023, Attn: General
Counsel, Fax: (212) 364 -8254.
29.0 COUNTERPART'S
The Master Agreement may be executed in counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same instrument.
25B -20
Attachment A
Business Class Cable TV Service
( "Cable TV Service ")
Cable TV Service; If Customer selects to receive the Cable TV Service, TWC shall provide basic and standard cable
services. Music Choice(l shall be considered a part of the Cable TV Service. Customer understands and agrees that
premium program services, such as HBO, Cinemax, Showtime, and The Movie Channel, may not be received or shown
on any television receivers located in any public areas, such as lounges, dayrooms, visiting areas or other common
areas used by groups or the general public, nor shall Customer authorize or approve of any copying, taping or
duplicating thereof.
TWC shall have the right to add, modify, or delete channel line -ups.
Customer's use of the Cable TV Service is subject to the following additional terms and conditions:
• In the event that changes in technology require the use of specialized equipment to continue to receive Cable TV
Services, TWC shall provide such TWC Equipment and Customer shall pay for such TWC Equipment at the same rate
charged by TWC to commercial customers in the municipality in which Customer's property receiving the Cable TV
Service is located.
s Customer shall take all necessary precautions to ensure that the Cable TV Service is received only by authorized
parties, and that no part of the Cable TV Service is received at any other location, including but not limited to locations
where an admission fee, cover charge, minimum or like sum is charged. Without limiting the generality of the
foregoing, Customer understands and agrees that the Cable TV Service is provided solely for use by Customer at the
Customer's premises. Customer may not resell the Cable TV Service, or any portion thereof, redistribute the Cable TV
Service, or any portion thereof, whether or not Customer receives compensation for such redistribution, or otherwise
connect or provide access to the Cable TV Service, or any portion thereof, to any other person or entity.
• Customer shall not order, or attempt to order, UFC, Boxing or other video programming which is authorized for
distribution to TWC residential subscribers only.
• Customer shall permit TWC to conduct audits at periodic intervals as needed to ascertain, among other things, the
nrunber of television sets receiving the Cable TV Service.
• In the event that any TWC audit reveals that Custome'r's usage of the Cable TV Service exceeds Customer's rights
under the Master Agreement, Customer shall pay TWC an amount equal to one and a half times the Service Charges
that would have been due for such excessive usage as liquidated damages and not as a penalty. In addition, Customer
shall either discontinue any excess usage or thereafter continue to pay the applicable Service Charges for such
additional usage.
* Customer shall not interfere with, alter or substitute any of the programs, information or content offered as part of the
Cable TV Service, which are transmittod over any of the channels provided hereunder without the prior written consent
of TWC.
25B -21
• Customer acknowledges that certain uses by Customer of music contained in programming on TWC video services
may constitute "public performances" of such music and may subject Customer to additional licensing requests from
ASCAP, BMI and /or SESAC ( "PROs "). TWC is not responsible for any fees due to PROs on account of public
performances by Customer of music contained in TWC video service. Music ChoiceV service is licensed to Customer
for commercial use, but may not be used in any Glance hall, discotheque, skating rink, arena or other similar
establishment or any establishment where an entry fee is charged.
• The monthly service charges set forth in a Service Order for Cable TV Service do not include applicable taxes,
regulatory fees, franchise fees and public access fees. Notwithstanding anything to the contrary in the Master
Agreement, the monthly service charges for the Cable TV Service are subject to change in accordance with commercial
Cable TV rate increases applied to commercial customers.
25B -22
Attachment B
Business Class Phone Service and Business Class PRI Service
(collectively, "Voice Services ")
Business Class Phone Service; If Customer selects to receive the Business Class Phone Service, Customer will receive
telephone service consisting of one or more telephone lines and a variety of features, as described more fully in the
applicable Service Order.
Customer shall also have the option of selecting to receive Business Class Phone Service as part of a TWC
"Teleworker" bundle to provide telephone service to up to two (2) phone lines per End User of Customer, at the End
User residential location of the End Users set forth on a Service Order, If Customer selects to receive Business Class
Phone Service as part of a TWC "Teleworker" bundle, Customer represents and warrants that Customer has obtained
all legally - required consents and other permissions from End Users receiving the Business Class Phone Service to
enable TWC to repot usage, billing and other identifying information regarding each such End User directly to both
Customer and to the applicable End User.
Business Class PRI Service: If Customer selects to receive the Business Class PRI Service, Customer will receive
voice and call processing services via a full or fractional DS -1 level Primary Rate Interface ( "PRI') connection to
Customer's private branch exchange ( "PBX ") or other equipment facilities and services ( "Customer- provided
equipment" or "CPE "), and a variety of features, as described more fully in the applicable Service Order.
As a Business Class PRI Service customer * *, Customer will receive:
Alternate Routing: automatically reroutes all incorning calls to a pre - determined phone number in the event of a PRI
service outage, PBX outage, or power outage affecting inbound call processing.
In addition, as a Business Class PRI Service customer * *, Customer may select to receive the following Business Class
PRI Service option:
Trunk Overflow: automatically reroutes all inbound calls to a pre- deterrined phone number when all channels are in
use.
Customer's use of the, Voice Services is subject to the following additional terms and conditions:
Customer acknowledges that the voice - enabled cable modem used to provide Business Class Phone Service mud the
Integrated Access Device ( "IAD ") used to provide the Business Class PRI Service are electrically powered and that the
Voice Services, including the ability to access 911 services and alarm, security, medical and other monitoring services,
may not operate in the event of an electrical power outage or a TWC network service interruption. Customer also
acknowledges that, in the event of a power outage at Customer or any End User's facility, any back -up power supply
provided with a TWC - provided voice - enabled cable modem or IAD may enable service for a limited period of time or
not at all, depending on the circrmstances, and that the use of a back -up power supply does not ensure that the Voice
Service will be available in all circumstances. Customer shall specifically advise every end user of the Voice Service that
the Business Class voice - enabled customer premises equipment is electrically powered and, in the event of a power
outage or Time Warner Cable notwork failure, the Voice Service and E911 may not be available, Customer shall
distribute to all end users of the Voice Services labels /stickers (to be ,supplied by TWC) and instruct all end users of the
25B -23
Voice Services to place them on our near the equipment used in conjunction with the Voice Service. The location and
address associated with the Voice Service will be the address identified on the Service Order (the "Master Address ").
Customer is not permitted to move TWC Equipment from the Master Address in which it has been installed, If
Customer moves the voice - enabled cable modem or IAD to all address other than the Master Address identified on the
Service Order, calls from the modern or IAD to 911 will appear to 911 emergency service operators to be coming from
the Master Address identified on the Service Order and not the new address.
In some geographic areas, the Voice Service does not provide the capability to support Enhanced 911 service from
multiple locations or from a location other than the Master Address. In those areas, if Customer intends to assign
telephone numbers to one or more locations other than the Master Address, Customer shall obtain from the incumbent
LEC, a competitive LEC, or Time Warner Cable a local telephone line or lines and ensure that (1) the address(es)
associated with the additional location(s) are loaded into the 911 database by the provider of the local telephone line(s)
such that 911 calls will 'deliver to the 911 answering point the actual location and address of the 9'11 caller and (2) all
911 calls originated From the additional location(s) are transported and delivered over those local telephone lines. In
such areas, Customer further agrees to defend, indemnify and hold harmless TWC, its affiliates, its service providers
and suppliers and their respective officers, directors, employees and agents, from and against third party claims,
liabilities, damages and expenses, including reasonable attorneys' and other professionals' fees, arising out of or
relating to 911 calls made by end users of the Voice Service from locations other than the Master Address.
Customer will be notified by TWC as to whether the Voice Services to which Customer subscribes include the
capability to support Enhanced 911 service from multiple locations or from a location other than the Master Address,
Customer agrees that TWC will not be responsible for any losses or damages arising as a result of the unavailability of
the Voice Service, including the inability to reach 911 or other emergency services, the inability to contact a security
system or remote medical or other monitoring service provider or any failure or fault relating to Customer- provided
equipment, facilities or services; the use of third -patty enterprise 911 solutions or Customer's attempt to access the
Voice Service from a remote location.
Customer acknowledges that TWC does not guarantee that the Voice Service will operate with alarm, security, medical
and/or other monitoring systems and services or Customer - provided equipment, facilities and services ( "Alarm
Services "). Customer must ensure that all Alarm Services and related signal transmission services are tested to validate
that they remain fully operational after installation of Voice Service. Customer is solely responsible for obtaining such
testing from the appropriate Alarm Service providers, ensuring that such testing is completed in a timely manner, and
confirming that the Alarm Services and any related Customer - provided equipment, facilities and systems that are
connected to the Voice Service operate properly, Customer is solely responsible for any and all costs associated with
this activity.
TWC's obligation is to provide Voice Service to the customer- accessible interface device or equipment installed by
TWC at the TWC network demarcation point on the Customer's premises. Customer is solely responsible for
coordinating and completing any and all rearrangement, augmentation and configuration of Customer - provided
equipment, facilities and systems to be used with the Voice Service and connecting such equipment, facilities and
systems to the TWC network interface device or equipment. Customer must notify TWC at least seventy -two (72)
hours prior to the Customer's scheduled installation appointment if the Customer seeks to reschedule installation for
any reason. Additional charges may apply for non - standard installation and missed installation appointments.
25B -24
Customer agrees to provide TWC and its authorized agents with access to Customer's internal telephone wiring at the
network interface device or at some other minimum point of entry in order to facilitate the installation and operation of
the Voice Service over existing wiring. Customer hereby authorizes TWC to make any requests from Customer's
landlord, building owner and /or building manager, as appropriate and to make any requests necessary to other or prior
communications service providers as necessary and appropriate to ensure that TWC has all access to inside wiring and
cabling necessary and sufficient to efficiently and securely install the Voice Service and all related equipment.
Information relating to Customer calling details ("Calling Details "), including the quantity, configuration, type,
destination and amount of Voice Service usage by Customer, and information contained in Customer's bills
(collectively, "Customer Proprietary Network Information" or "CPNI "), that is obtained by TWC pursuant to its
provision of the Voice Service will be protected by TWC as described herein, in the Time Warner Cable Privacy Policy
and in accordance with applicable federal and state requirements. Notwithstanding the foregoing, the following shall
not be CPNI: (i) Customer's directory listing information, and (ii) aggregated and /or compiled information that does
not contain customer - specific references, even if CPNI was used as a basis for such information.
TWC may use and disclose Calling Details and CPNI when required by applicable law. TWC may use Calling Details
and CPNI and share (including via e -mail) Calling Details and CPNI with its partners and contractors, as well as with
Customer's employees and representatives, without Customer consent: (i) to provide services and bills to Customer; (ii)
pursuant to applicable law; (iii) to protect the interests of TWC, Customer and related parties in preventing fraud, theft
of services, abuse, harassment and misuse of telephone services; (iv) to protect the security and integrity of TWC's
network systems; and (v) to market additional TWC services to Customer that are of the same category as the services
that Customer purchases from TWC. TWC will obtain Customer's consent before using Calling Details or CPNI to
market to Customer TWC services that are not within the categories of services that Customer purchases from TWC.
Customer agrees that, except as provided in Section 14.0 of the Terms and Conditions slid applicable law, TWC will
not be liable for any losses or damages arising as a result of disclosure of Calling Details and CPNI.
Customer may obtain from TWC Calling Details showing Customer's outbound calls made within a trailing 90 -day
period. Customer may access this information by logging in through C'ustomer's secure account information page on
TWC's web portal or by requesting such information in writing or by telephone call to TWC. If Customer has not been
assigned a designated account representative, TWC will respond to Customer requests for Customer Calling Details
only in compliance with TWC's then- current authentication requirements and applicable law. Such authentication
requirements may require Customer to obtain a secure password, which may be required for both online and telephone
requests for Calling Details. TWC will provide the requested Calling Details by sending a printout or CD containing the
requested information to the Customer's account address of record or by malting the document or information available
to Customer or Customer's employee at a TWC retail location upon presentment of a valid govemment- issued photo ID
by Customer. TWC will notify Customer of any requests to change account passwords, activate online account access
and change Customer's account address of record, TWC may provide such notice by voicemail, by email or by regular
mail to Customer's prior account address of record.
If TWC has assigned a designated account representative to Customer, Customer may identify a person or persons who
are authorized to request Calling Details from the designated account representative, with or without further identity
authentication, at Customer's option, and may designate the means by which TWC will provide such information to
Customer (e.g., electronically, by fax, by mail, orally or otherwise) ( "Calling Detail Preauthorization Plan "), Therea£tor,
TWC will provide requested Calling Detail in accordance with the Calling Detail Preauthorization Plan.
25B -25
Customer is responsible for: (i) ensuring that TWC receives timely notice of any changes to the list of authorized
individuals (ii) the accuracy of Customer- defined additional authentication information and practices; and (iii)
maintaining the security and confidentiality of the Calling Detail Preauthorization Plan. TWC will not be liable to
Customer for any disclosure of Calling Detail (including CPNI) that occurs if TWC has complied with the Calling
Detail Preauthorization Plan.
In the event that a material error or omission in Customer's directory listing information, regardless of form, is caused
by TWC, Customer's sole and exclusive remedy shall be a partial service credit in an amount set by TWC's then -
current standard policies or as prescribed by applicable regulatory requirements, if any. Notwithstanding the foregoing,
TWC shall have no other liability for any error or omission in any directory listing information. If a minutes of use
( "MOU ") package minutes are exceeded, any additional minutes will be charged at the standard domestic long distance
rates listed at www.twe.com/business.
If a Business Class PRl Service customer elects to receive the Trunk Overflow or Alternative Routing option(s),
Customer is responsible for turning the applicable option(s) on and setting up or changing the applicable destination
number(s) via the TWC customer portal, and ensuring that the receiving telephone number(s) has adequate capacity to
accept the calls generated as a result of these options. if the receiving telephone number is charged as domestic long
distance, charges will be applied agsunst Customer's MOU package on the account or, if exceeded, at the applicable
long distance rates.
** For those caustonrers that purchased the Business (lass Pffi Service prior to April 1, 2019, Trunk Overflow and
Alternative Routing may be available on an individual case basis, as deteradn:d by TPVC. Please contact your TPVC
sales representattve forfirrther information.
25B -26
Attachment C
Branch Office Connectivity Service, Broadband high Speed Data, Wideband Internet and Dedicated Internet
Access
(collectively, "Data Services ")
Branch Office Connectivity Service ( "BOC Service "): If Customer selects to receive the BOC Service, TWC shall
provide connectivity from the number of Customer branch offices set forth in a Service Order to the Customer's data
network. Customer shall be permitted to connect any number of computers within Customer's identified branch offices
to the BOC Service, provided that use does not exceed the standard bandwidth provided by TWC.
Broadband High Speed Data and Wideband Internet ( "HSD Service"); If Customer selects to receive the HSD Service,
TWC shall provide connectivity from the number of Customer sites set forth in a Service Order to the Customer's data
network. Customer shall be permitted to connect any number of computers within Customer's identified sites to the
HSD Service, provided that use does not exceed the standard bandwidth provided by TWC.
Customer shall also have the option of selecting to receive the HSD Service as part of a TWC "Teleworker" bundle to
provide internet connectivity at the residential location of the limited number of End Users of Customer set forth on a
Service Order, If Customer selects to receive the HSD Service as part of a TWC "Teleworker" package, Customer
represents and warrants that Customer has obtained all legally - required consents and other permissions from End Users
receiving the HSD Service to enable TWC to report usage, billing and other identifying information regarding each
such End User directly to both Customer and to the applicable End User.
Dedicated Internet Access ( "DIA Service "): If Customer selects to receive the DIA Service, TWC shall provide
Customer with a dedicated, scalable connection over a packet -based infrastructure with Internet service provider
( "ISP ") peering between Customer's data network identified on a Service Order and the TWC facility identified on a
Service Order.
Customer's use of the Data Services is subject to the following additional terms and conditions
. TWC's provision of any Data Service is subject to availability,
• TWC shall allow Customer employees to use (however in no event shall TWC be responsible for) a Virtual Private
Network ( "VPN ") and to allow the VPN to pass through the cable modem of any Data Service, as applicable, provided
that TWC shall have the right to disconnect (or demand the imrnediate disconieetion of) any such Data Service that
degrades any service provided to other subscribers on the TWC network.
• Customer shall not upload, post, transmit or otherwise make available on or via the Data Service any material
(including any message or series of messages) that violates or infringes in any way upon the rights of others, that is
unlawful, threatening, abusive, obstructive, harassing, libelous, invasive of privacy or publicity rights, that in the
circumstances would be obscene or indecent, that constitutes hate speech, that is otherwise offensive or objectionable,
or that encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any
law. TWC may remove content that in its judgment violates these standards.
• TWC shall have the right, but not the obligation, to: (a) monitor traffic and content on its network, in its sole
discretion, including through the use of automatic content filters (including without limitation spam, vials, and adult
language sniffers and filters); and (b) monitor Customer's bandwidth utilization and to limit excessive use of bandwidth
25B -27
(as determined by TWC) as TWC deems appropriate to efficiently manage its network In the event that any TWC audit
reveals that Customer's usage of a Data Service exceeds Custorer's rights under the Master Agreement, Customer shall
pay TWC an amount equal to one and a half times the Service Charges that would have been due for such excessive
usage as liquidated damages and not as a penalty, In addition, Customer shall either discontinue any excess usage or
thereafter continue to pay the applicable Service Charges for such additional usage. In addition, TWC shall have the
right, but not the obligation, to: (i) review public content associated with the Data Services, including chat rooms,
bulletin boards and forams, in order to determine compliance with the Master Agreement and any rules now or hereafter
established by TWC; and (ii) remove (or demand the removal of) any such content that TWC determines to be
unacceptable or to violate the terms of the Master Agreement or any bandwidth utilization limitations.
• Each tier or level of Data Services has limits on the maximum throughput rate at which Customer may send and
receive data at any time and the maximum throughput rate may be achieved in bursts, but generally shall not be
sustained on a consistent basis. The throughput rate experienced by Customer at any time shall vary based on numerous
factors, including without limitation, the condition of Customer's inside wiring, computer configurations, Internet and
TWC network congestion, time of day and the accessed website servers, among other factors,
25B -28
Attachment D
Business Class Data Transport Services: Ethernet Solutions
( "Ethernet Service ")
Ethernet: If Customer selects to receive the Ethernet Service, TWC shall provide Customer with a dedicated circuit
connection between Customer's data network and the TWC. facility identified on a Service Order. The Ethernet
Services shall be limited to the capacity set forth on a Service Order.
Customer's use of Ethernet Service is subject to the following additional terms and conditions:
• TWC's provision of Ethernet Services is subject to availability.
• TWC shall have the right to disconnect (or demand the immediate disconnection of) any such Ethernet Service that
degrades any service provided to other subscribers on the TWC network.
• Customer shall not transmit or otherwise make available on or via the Ethernet Service any material (including any
message or series of messages) that violates or infringes in any way upon the rights of others, that is unlawful,
threatening, abusive, obstructive, harassing, libelous, invasive of privacy or publicity rights, that in the circumstances
would be obscene or indecent, that constitutes hate speech, that is otherwise offensive or objectionable, or that
encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law.
• TWC shall have the right, but not the obligation, to (a) monitor traffic and content on its network, in its sole discretion,
including through the use of automatic content filters (including without limitation spam, virus, and adult language
sniffers and filters); and (b) monitor Customer's bandwidth utilization and to limit excessive use of bandwidth (as
determined by TWC) as TWC deems appropriate to efficiently manage its network. In the event that any TWC audit
reveals that Customer's usage of the Ethernet Service exceeds Customer's rights under the Master Agreement,
Customer shall pay TWC an amount equal to one and a half times the Service Charges that would have been due for
such excessive usage as liquidated damages and not as a penalty. In addition, Customer shall either discontinue any
excess usage or thereafter continue to pay the applicable Service Charges for such additional usage.
• Each tier or level of Ethernet Service has limits on the maximum throughput rate at which Customer may send and
receive data at any time and the maximum throughput rate may be achieved in bursts, but generally shall not be
sustained on a consistent basis. The throughput rate experienced by Customer at any t me shall vary based on numerous
factors, including without limitation, the condition of Customer's inside wiring, computer configurations, Internet and
TWC network congestion, time of day and the accessed servers, among other factors.
• Customer represents and warrants that Customer's use of Ethernet Services shall be such that the Ethernet Service shall
be deemed jurisdictionally interstate, pursuant to the Federal Communications Comtnission's mixed use "10% Rule"
(47 C.P. R. 96,154, 4 FCC Red, 1352), and shall notify TWC in the event of breach or threatened breach of the
foregoing, If, as a result of Customer's use of Ethernet Services, the Ethernet Services are deemed not to be
jurisdictionally interstate pursuant to the 101/c Rule, then Customer shall be liable for any resulting fees, fines, penalties
and costs incurred by TWC. In addition, if TWC determines that Customer's use of the Ethernet Services is likely to be
deemed not to be jurisdictioaally interstate, and therefore that TWC's provision of the Ethernet Services is lilcely to put
TWC's franchises, licenses, permits or business at risk, or otherwise cause regulatory problems for TWC, then TWC
may immediately suspend the provision of any or all Ethernet Service under any or all affected Service Orders until
such time as either (a) Customer provides TWC with satisfactory assurances that Customer's use of Ethernet Services
shall be deemed to be jurisdictionally interstate or (b) TWC is otherwise brought into full compliance with any
applicable laws and regulations.
25B -29
Attachment E **
Access to Business Class Cloud Services — Hosted Exchange and SharePoint
( "Cloud Services ")
Cloud Services: The Clouts Services include messaging (Hosted Exchange) and collaboration (SharePoint 2010) services
offered via the Microsoft suite. Customer can elect to receive the Hosted Exchange service only or both the Hosted
Exchange and SharePoint 2010 services. Customer cannot receive the SharePoint 2010 service only. Customer's access to
and use of the Cloud Services shall be managed through the TWC Cloud Services portal (the "Cloud Services Portal ").
1. Prerequisite. In order to receive the Cloud Services, Customer must (a) be an existing customer of a Data Service (as
defined in Attachment C) or (b) purchase the Cloud Services in conjunction with Customer's purchase of a Data
Service. If a Customer's Data Services are cancelled or terminated for any reason, Customer's Cloud Services shall
terminate immediately without notice from or liability to TWC.
2. Term. The Cloud Services are available for purchase on a fixed tern basis of 1 year or greater and on a month -to-
month basis. Customer's selected Order Tenm will be designated on the applicable Service Order.
3. SharePoint 2010 Generally. SharePoint 2010 is a platform that allows customers to share information and collaborate
efficiently through team workspaces, document storage and content management. SharePoint 2010 enables users to
locate information quickly and efficiently and work with others more productively.
4. Hosted Exchange Generally. Subject to the minimum commitment in Section 6 below, the Hosted Exchange service
can include one or more of the following types of mailboxes, as well as BlackBerry Access, only its designated on a
Service Order or as added by Customer through the Cloud Services Portal: Premium Mailboxes, Standard Mailboxes,
Basic Mailboxes and /or Resource Mailboxes.
Feature /Functionality
Premium
Mailboxes
Standard
Mailboxes
Basic Mailboxes
Resource Mailboxes*
_
Mailbox Storage
25GB
25GB
2GB
2GB —
alendar 1=reelBusy
Service
Included
Included
Only via OWA
Included
Global Address Book
ccess
Included
Included
Only via OWA
Listed as a resource
Outlook . Web Access
WAI, POPIIMAP
Included
Included
Included
Included
Disclaimer Text —
Included
Indutled
Not Included —
Not Included
Shared Calendar and
Contacts
Included
Included
Not Included
Not Included
Outlook Desktop Client
Included --
Not Included
blot Included
- Not Included
Mobility via ActiveSync
Included
Included
Not Included
Not included
Mobility for BiackBarry
Opflonal
Optional
Not Included
Not Included
*A Resource Mailbox is a mailbox that represents conference rooms and company equipment. Resource mailboxes can
be included as resources in meeting requests, providing a way to manage the scheduling of resources for an
organization.
5. Additional Services. The Hosted Exchange service includes Advanced Anti -Virus /Anti -Spam. For an additional
charge, Customers also can elect to receive Archiving and /or Encryption services as part of their Hosted Exchange
service. Archiving and /or Encryption fees will not begin to accrue per each mailbox until the applicable mailbox
becomes active.
25B -30
6. Minimum Commitments and Volume Discounts for Hosted Exchange. Notwithstanding anything to the
contrary, Customer is subject to the following minimum commitments with respect to the Hosted Exchange
services;
a. Customer agrees to purchase a minimum of 3 Premium Mailboxes, or 3 Standard Mailboxes or a
combination of 3 Premium Mailboxes and Standard Mailboxes. If Customer's Order Team is on a month -
to -month basis, during the Order Term, Customer is required to purchase and pay for a minimum of 3
Premum Mailboxes, 3 Standard Mailboxes, or a combination of 3 Premium Mailboxes and Standard
Mailboxes. If Customer's Order Terns is on a fixed term of 1 year or greater, during the Order Tenn,
Customer is required to pay for the minimum charges set forth in Customer's initial Service Order
regardless of whether Customer uses any or all such mailboxes.
b. Volume discounts are available for Cloud Services purchased on a fixed term basis of 1 year or
greater, The initial volume discount tier for Customer's Cloud Services is determined by the total number
of mailboxes sold to Customer at the time of the initial Service Order for the Hosted Exchange service.
Any mailboxes added by Customer via the Cloud Services Portal will be provided at the same volume
discount tier as those mailboxes set forth in the initial Service Order. Volume discounts are not available
for Cloud Services purchased on a month -to -month basis.
c. The minimum commitments in this Attachment E shall apply throughout the Order Term for the
Hosted Exchange service, regardless of whether Customer actually uses and/or decommissions such
mailboxes.
7. Customer Administrator. At the time of placement of the hritial Service Order for the Cloud Services,
Customer is required to designate a "Customer Administrator" and provide TWC with an email address for the
Customer Administrator. The email address provided must use a domain name that is different than the
Customer domain(s) used for the Hosted Exchange service. This email address will be used by TWC for
purposes of communicating with Customer, including delivery of initial welcome credentials and account
information. The Customer Administrator will be provided a user name, password and URL for access to and
use of the Cloud Services Portal. The Customer Administrator will have the authority to make changes to
Customer's Cloud Services account including cancellation of and /or adding or deleting mailboxes to the Cloud
Services to the extent permitted by the Terms and Conditions or this Attachment E. The Customer
Administrator may also appoint a secondary administrator with the authority to make such changes.
8, Information. Customer acknowledges that it is Customer's and it's End Users' responsibility to ensure that
any data or information submitted to TWC daring the provisioning of the Cloud Services (e.g. Customer
Administrator name and email contact and payment information) is true, accurate and up -to -date. Customer
shall keep TWC informed of any changes in any such information,
9. Service Activation. In order for an End User to use the Cloud Services, the Customer Administrator must first
activate and assign a mailbox to the applicable End User, including setting the End User profile and configuring
appropriate services for each End User account. ;Upon service activation, End Users will have the option of
migrating their existing email accounts to Customer's Cloud Services dornain(s). Customer Administrator and
End Users may migrate their existing email accounts by using the documentation suck, if applicable, the migration
tool (Migration Wizard) provided by TWC. Customer's and its End User's use of the migration tool is
conditioned upon Customer's representation that Customer has the right to provide TWC and its third party
25B -31
providers with (a) access to the applicable email mailboxes and the content thereof, and (b) the right to capture
and transfer all materials included as part of such email mailboxes.
10. Customer Care Support.
a. Service Activation Support. TWC offers phone, email and remote support to assist with Customer's
service activation efforts as part of the Cloud Services, The TWC care team is available to assist Customer
Administrator and End Users as follows:
❑ Setting up customer accounts.
❑ Configuring Cloud Services on behalf of Customer.
❑ Logging on to the End User's PC and installing Outlook client on the End User's behalf.
❑ Receiving Customer and End User credentials and configuring the automatic email migration
tool to migrate emails from their previous email domain to the TWCBC email domain.
❑ Setting up Customer Outlook profiles, permitted user lists and blocked user lists.
❑ Helping Customer perform updates and changes on the Cloud Services Portal on behalf of
Customer.
❑ Helping with general questions on transitioning email services into Cloud Services,
b, Service Purchase Support. Upon the request and permission of Customer or Customer Administrator,
TWC representatives may log on to the Cloud Services Portal and order additional Cloud Services on
behalf of Customer.
c. General Support. Customers shall contact TWC to request general support for the Cloud Services and
agree not to contact TWC's third party providers for such support. When providing remote assistance, with
penmission from Customer, Customer's Administrators or End Users, TWC representatives may install,
configure and test software related to Customer's Cloud Services. Customer must use the TWC provided
remote desktop management software in order to receive remote assistance with service activations and
other TWC support services.
❑ OBO (On- Behalf -Of) - -- Customer acknowledges that in order for TWC to perform certain
support and/or care fmctions (including the service activation support described above), authorized
TWC staff members may utilize a proxy feature called On-Behalf-Of (OBO). OBO enables the
TWC staff member to log into Customer's Cloud Services Portal control panel in order to perform
functionality that Customer has access to, all without the need of requesting Customer to provide a
usermune or password. Any access or transactions conducted via this OBO feature are
automatically logged for security purposes. Customer hereby consents to TWC's use of OBO to
perform support and care functions in connection with Customer's Cloud Services.
11. Access and Audit Rights, As a Cloud Services provider, TWC is required to access, test and audit Cloud
Services system information for limited purposes. Customer acknowledges and agrees that the Cloud Services
25B -32
(and Customer data contained therein) may be accessed by or on behalf of TWC (remotely or otherwise) for
adntinistrative tasks, to monitor Customer's use of the Cloud Services to ensure compliance with license and
usage limitations, to respond to technical problems and/or queries related to the Cloud Services, and to test and
ensure the proper working of the Cloud Services. In addition, Customer acknowledges and agrees that TWC
may disclose Customer's location and usage information to TWC's third party Cloud Service providers, solely
as required by such providers. If Customer or an End User requests TWC or its third party service providers to
debug or repair an account or to access individual emails, Customer hereby grants permission for, and represents
and warrants that it has all necessary consents and authority to allow TWC (and its necessary third party service
providers) to perform such work, access such emails and modify the data stored therein to the extent reasonably
necessary to resolve the problem. Customer understands that in some cases, this may involve TWC or its third
party service providers viewing, in human- understandable form, the contents of the data and may result in
damage to such contents.
12. Additional Terms of Use. In addition, Customer and its End Users:
a. shall not use the Cloud Services in violation of any applicable law or in a manner that
knowingly facilitates or furthers the violation of any applicable law;
b. shall not use the Cloud Services to (i) send spam or otherwise duplicative or unsolicited messages
in violation of applicable laws, including unsolicited bulls messages or unsolicited commercial
messages; (ii) upload, download, export, import, send, store or otherwise make available, any material
(including any message or series of messages) that are infringing, obscene, threatening, libelous, or
otherwise unlawful or tortuous, including material harmful to children, obscene or indecent, that
constitutes hate speech, is otherwise offensive or objectionable or that violates any third party's privacy
rights; (iii) upload, download, export or import, send, store or otherwise make available, material
containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents
or programs; (iv) interfere with or disrupt the integrity, function or performance of the Cloud Services,
TNVC's or a third party service provider's networks or computer systems, or data contained therein; (v)
gain or attempt to gain Lmperznitted access by any means to any TWC or third party service provider's
computer system, network or database; or (vi) cause damage to TWC's or any other party's property, or
that encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise
violate any law;
c. shall use the Cloud Services solely for processing their own data, and shall not use or require any
third party to use any data obtained via the Cloud Services for any unlawful purpose;
d. shall use commercially reasonable efforts to prevent unauthorized access to the Cloud Services and
shall notify TWC promptly of any such unauthorized access;
e. shall not (i) license, sublicense, sell, resell, rent, lease, transfer, distribute, time share or otherwise
commercially exploit or make the Cloud Services available to any third party as a part of a service bureau
arrangement or otherwise; or (ii) use the Cloud Services ocher than as provided herein or in a way that is
intended to harm TWC, its third party service providers and its and thew affiliates, partners, vendors or
customers;
25B -33
E shall not attempt to use or access the email migration services provided by TWC using any software
or service other than the migration tool provided by TWC;
g, shall not attempt to use or access the Cloud Services account of another person without authorization
from the account holder;
h. shall not use any unauthorized means to modify or reroute, or attempt to modify or reroute, the
Cloud Services;
i. shall not knowingly damage, disable, overburden or impair the Cloud Services or otherwise
knowingly interfere with anyone's use and enjoyment of the Cloud Services;
j. shall not (i) make copies of the Cloud Services or (ii) attempt to reverse - engineer, or otherwise
discover or recreate any part of the Cloud Services (including any code, technology or methodology used
in connection with the Cloud Services);
k. shall not use the Cloud Services (i) to migrate any data or materials that TWC or its third party
providers otherwise state as being prohibited, from the Cloud Services; or (tf) other than for their
intended purposes;
1. shall not use the Cloud Services for any mission or life - critical purposes, including the migration of
any data which, if lost or corrupted, could endanger the health or safety of any person or otherwise in any
application or situation where the failure of the Cloud Services could lead to death, serious personal injury
of a person, or to severe physical or environmental damage ( "High Risk Use "), Examples of High Risk
Use include, but are not limited to, the operation of nuclear or chemical facilities, navigation or
communication systems for aircraft or other modes of human mass transportation, life support systems,
implantable medical equipment, motor vehicles or weapons systems environments. TWC and its third
party providers disclaim any express or implied warranty of fitness for such high risk activities;
m, shall not remove, modify or obscure any copyright:, trademark or other proprietary rights notices
that are contained in or on the Cloud Services; and
a. shall only run one instance of Microsoft Outlook on a single device for each Premium Mailbox
ordered pursuant to the Cloud Services.
13, Taxation. For purposes of applying state and local sales and use tax to the sales of Cloud Services
provided hereunder, TWC assumes that Customer will use the Cloud Services at the location of the Customer
Administrator, and as such, will apply the state and local sales attributable to such location. If Customer has or
will have End Users in areas outside of the location of the Customer Administrator, it is the responsibility of
Customer to inform TWC by accurately listing the locations of its End Users in Customer's global address
book.
14. Tennhiation /Suspension/Cancellatien of Cloud Services.
a. Customer understands and agrees that Customer's access to the Cloud Services may be terminated or
suspended if, at any time, continued provision of the Cloud Services would compromise the security of
25B -34
the Cloud Services due to misuse of the Cloud Services, hacking attempts, denial of the service attacks,
snail bombs or other malicious activities either directed at or originating Tom Customer's domains or
systems,
b. Customer understands and agrees that Customer's access to the Cloud Services may be interrupted at
anytime to perform emergency maintenance or repair services on the Cloud Services.
c. In the event of any failure by Customer to comply with the terms and conditions of this Attachment E,
TWC or its third party service provider will have the right in its solo discretion, to immediately suspend
access to the Cloud Services or terminate the Cloud Services, in TWC's sole discretion.
d. Upon termination or cancellation of the Cloud Services for any reason whatsoever, TWC and/or its
third party providers may reverse any configurations made to their systems and /or any DNS /name servers
under their control that were implemented in order to provide the Cloud Services. It shall be Customer's
responsibility to ensure that the requisite changes are made to any DNS /name servers not trader TWC's or
its third party providers' control and to inform Customer's ISP of the need to reroute inbound email.
e. Upon cancellation or termination of Cloud Services (including any archiving services), Customer
acknowledges and agrees that Customer and any Customer Administrator will no longer have access to
the Cloud Services Portal and End Users will no longer have the ability to send and receive emails.
Customer shall be responsible for downloading and extracting all Customer data prior to any cancellation
or termination request by Customer. Each cancellation request shall include the account to be terminated
and shall be effective upon receipt.
15, Purchasing Additional Cloud Services. Once Customer has executed an initial Service Order with TWC for the
Cloud Services, Customer may purchase additional Cloud Services through the Cloud Services Portal.
** For those customers that purchased Cloud Services prior to September 10, 2012, those Cloud Services are governed
by the terns and conditions (including the Attachment) that were in effect at the date of purchase. Upon request, TWC
will provide Customer a copy of such terms and conditions.
25B -35
Intentionally Omitted
Attachment P
25B -36
Attachment G
HD Video for Hospitality Service
Multi - Channel Video Service: TWC shall provide the customized cable television programming ("Multi - Channel Video
Service ") to Customer's location(s) identified in an Order ( "Property "), which programming shall be subject to change
at TWC's discretion; provided that TWC shall use reasonable efforts to substitute similar or comparable programming in
the event that any of the programming services cease to be available. If the Parties agree in writing, Multi- Clramnel
Video Service may include HBO, Showtime /TMC, Cinemax, or STARZ (collectively, "Premium Services ").
TWC and Customer aclmowledge that Customer has elected to receive two or more tiers of video programming service,
including the "broadcast basic" level which, under Federal law, must be purchased as a condition to receipt of other tiers
of video service, and Customer acknowledges that it is ruble to purchase the broadcast basic level of service on a stand-
alone basis. Customer further acknowledges that all programming services included on each service tier selected by
Customer are being made available by TWC to Customer and that the display of particular services at various locations
within Customer's promises is at customer's discretion.
TWC owns and shall at all times have the exclusive right to access, control, maintain, upgrade, use and operate its Multi -
Channel Video Service and related network and systems ( "Systems "), except for (i) any video display terminals
( "Connections ") or inside wiring owned and maintained by Customer or a third party, and (ii) any conduit, risers,
raceways or other spaces where the System is located that are owned by Customer or a third party, in which case (as,
between Customer and TWC) Customer shall own such items and Customer hereby grants to TWC the non- exclusive
right to access and use such space during the Term. The System is not, and shall not be deemed to be, affixed to or a
fixture of the Property, and nothing is intended to convey any right or ownership of any portion of the System to
Customer or any other person or entity. Customer shall be liable for any and all theft, damage and/or loss to the System,
or any portion thereof, installed at the Property, except to the extent of any negligence or willful misconduct on the part of
TWC.
Customer's use of the Multi -Cha mel Video Service is subject to the following additional terms and conditions:
I. Multi- Chamrel Video Service shall not include pay - per -view, video -on- demand or any visual content other than the
mutually- agreed upon Multi - Channel Video Service charnel line -up.
2. Customer shall take all necessary precautions to ensure that the Multi - Channel Video Service is received only by
authorized parties, and that no part of the Multi- Cluuurel Video Service is received at any other location, including
but not limited to locations where an admission fee, cover charge, minimum or like sum is charged, or which is a
commercial establishment or other non - residential building (such as a bar, restaurant or fraternal organization), nor
shall Customer authorize or approve of any copying, taping or duplicating thereof,
3. Customer shall permit TWC reasonable access to Ctitstomor and any End User facilities, to inspect the facilities at
periodic intervals to ascertain, among other things, the number of television sets receiving the Multi - Channel Video
Service, Customer, at its sole expense, shall furnish, install and maintain the inside wiring.
4. Customer shall not order, or attempt to order, UFC, Boxing or other video programming which is authorized for
distribution to TWC residential subscribers only.
5. Customer, at its sole expense, shall furnish, install, program and maintain all Connections The Connections shall be
installed and programmed by Customer in consultation with TWC and any specifications provided by TWC to
Customer in writing.
25B -37
6. Customer shall not interfere with, alter or substitute any of the programs, information or content offered as part of the
Multi - Channel Video Service, which are transmitted over any of the charnels provided without the prior written
consent of TWC. Under no circumstances shall Customer have any right to encode, alter, reformat, delete or
otherwise modify the Multi - Channel Video Service, including without limitation delivery method and any
programming contained within the Multi- Channel Video Service, without the express written consent of TWC. The
limitations of this paragraph shall not apply to formatting of programmhng as agreed by TWC and Customer.
7. Customer shall provide all first level contact and support to its authorized users relating to the System and Multi -
Channel Video Service, In the event of any disruption, failure, or degradation of the Multi - Channel Video Service
lasting for twenty -four (24) consecutive hours or more, Customer shall use all reasonable efforts to diagnose the
cause of the Multi- Chamiel Video Service impacting event. In the event that the Multi- Channel Video Service
impacting event is reasonably determined to be caused by the signal delivered by TWC, Customer shall contact die
designated TWC technical support contact for resolution.
8. The inside wiring shall be installed by Customer in consultation with TWC and any specifications provided by TWC
to Customer in writing. TWC shall not be responsible for, and Customer shall not be entitled to any credit or rebate
for an outage which may be due to a fault or failure with respect to any inside wiring, Connections or any systems,
equipment or facilities of any third party, including but not limited to, instances where such outage is due to the
Customer's failure to promptly provide TWC with access to the Property to inspect, monitor, repair, and/or replace
the Systems or Multi- Channel Video Service.
9. Notwithstanding anything to the contrary in the Master Agreement, the Service Charges for the Multi- Channel Video
Service are subject to change consistent with commercial Multi- Channel Video Service rate increases applied to
commercial customers.
10. In the event that Customer closes for renovation a Property which is receiving the Multi - Channel Video Service,
TWC will allow Customer to put the Multi - Channel Video Service account for such Property in a suspend mode and
billing will be suspended until such time as the Property is reopened for business. If any such suspension occurs
during the Initial Order Term for the Multi - Channel Video Service, such Initial Order Term shall be extended for the
period of time that the account was in suspend mode, Customer shall notify TWC thirty days in advance of any
billing suspension and /or resumption as permitted herein. If billing is not resumed for any suspended Multi - Channel
Video Service account within one year of the initial suspension thereof, the termination charge described in Section
11.3 of the Master Agreement shall apply.
Customer's use of the Set back Box Product ( "SBB ") available as part of the Multi - Charnel Video Service (the "SBB
Offering ") is subject to the following additional terns and conditions:
A. All terms set forth in this Attachment F shall apply to the SBB Offering except to the extent modified below
B. Notwithstanding Section 1 above, the SBB Offering includes certain video -on- demand programming.
C. Notwithstanding Section 2 above, the SBB Offering is available for use at commercial establishments and
other non - residential building (such as a bar, restaurant or fraternal organization). The SBB Offering includes a
channel line -up for public viewing. This channel line -up is different than the channel line -up available as part of
the Multi- Charnel Video Service for in -room viewing.
D. Notwithstanding Section 4 above, TWC shall install and program all Connections for the SBB Offering.
Customer shall ensure the availability of Connections that are compatible with the SBB Offering including,
without limitation, the provision and use of appropriate tuners and Connections having HDTV compatibility.
B. If Customer desires for the front desk portal and the TV user interface associated with the SBB Offering to be
co- branded (with TWC's and Customer's brands), then Customer shall provide TWC a copy of Customer's logo
in accordance with TWC's technical specifications and hereby grants TWC a right and license to use such logo
for purposes of such co- branding.
25B -38