HomeMy WebLinkAbout25D - AGMT DATA VIDEO COM SVCSREQUEST FOR
COUNCIL ACTION
CITY COUNCIL MEETING DATE:
JANUARY 16, 2017
TITLE:
APPROVE AN AGREEMENT WITH
CHARTER COMMUNICATIONS
OPERATING, LLC FOR DATA AND VIDEO
COMMUNICATION SERVICES
(STRATEGIC PLAN NO. 61 1)
a
ITY MANAGER
RECOMMENDED ACTION
CLERK OF COUNCIL USE ONLY:
APPROVED
❑ As Recommended
❑ As Amended
❑ Ordinance on 1s' Reading
❑ Ordinance on 2n° Reading
❑ Implementing Resolution
❑ Set Public Hearing For
CONTINUED TO
FILE NUMBER
Approve and authorize the City Manager and Clerk of the Council to execute the attached
Agreement with Charter Communications Operating, LLC (doing business as Spectrum), for data
and video communication services for a four-year period beginning January 1, 2017 through
December 30, 2021 with three optional one-year renewals for an amount not to exceed $300,000
annually or $2,100,000 over the life of the agreement, subject to non -substantive changes and
approved by the City Manager and City Attorney.
DISCUSSION
As the local cable franchisee, the City has been utilizing the cable video services of Charter
Communications (formerly Time Warner Communications and Adelphia Communications).
Starting in June 2014, the City also began using Time Warner's Ethernet data services to connect
the City's remote sites, such as the libraries and community centers, to the City Hall network.
These services form a hub -and -spoke network between City Hall and the remote sites. By
connecting the remote facilities, it allows for not only employee network access, but also supports
the Guest Wifi that the City provides to the public to use for free at many of these locations.
Currently, there are 22 remote locations connected to the City network (See Exhibit A in the
agreement). A new location, Roosevelt Community Center, is proposed to be added in February
2018.
Using the Charter data services at any new location would involve the vendor installing a fiber
connection to the remote site, which they would manage, and routing it back to Santa Ana City
Hall. Charter does not charge the City for the upfront construction costs related to installing the
fiber to these locations, but it does require that the City to commit to a minimum 36 -month lease
at each location. After the 36 -month period is completed, the term becomes month-to-month.
Since a minimum 36 -month commitment is required from the time the services start, staff is
requesting an extended multi-year authorization to allow flexibility to request new services.
25D-1
AGREEMENT FOR DATA AND VIDEO SERVICES
January 16, 2017
Page 2
Charter is currently providing services paid on a monthly basis pursuant to an existing cable
television franchise agreement with Charter. Staff would like to consolidate all of the existing
services under a single agreement on a sole source basis which requires City Council approval in
accordance with Santa Ana Municipal Code section 2-807(e). This section states, in part, that
service contracts "may be exempted from competitive bidding through an open market purchase
by the purchasing manager, and confirmed by the city council in the case of contracts for over
twenty-five thousand dollars ($25,000.00), but shall nevertheless be entered into only after
compliance with the rules established by the purchasing manager, which shall include the review
of such alternative sources of supply or performance as may be available in competition with one
another and selection therefrom on the basis of obtaining maximum quality at minimum . Due to
the significant construction investment already incurred by Charter to install fiber lines at the
existing City locations and staffs confirmation that the charges to the City represent a good value
to the City, staff determined that Section 2-807(e) applies under these circumstances. Should
the City obtain our own city -owned fiber network in the future, these services can be discontinued
at the end of minimum commitment period.
The attached agreement is primarily Charters standard agreement. We proposed multiple
changes that were rejected by the vendor, such as waiver of a jury trial and the presence of an
arbitration clause. However, they did agree to add a term date, a not -to -exceed amount, and
portability clauses.
STRATEGIC PLAN ALIGNMENT
Approval of this item supports the City's efforts to meet Goal #6 — Community Facilities &
Infrastructure, Objective #1 (establish and maintain a Community Investment Plan for all City
assets).
FISCAL IMPACT
Funds are already budgeted and available in the Information Technology FUND 10920140-62010.
Fiscal Year
Amount
2017-18 (January 2018 - June 2018)
$150,000
2018-19 (July 2018 - June 2019)
$300,000
2019-20 (July 2019 - June 2020)
$300,000
2019-20 (July 2020 - June 2021)
$300,000
2019-20 (July 2021 - June 2022)
$300,000
2019-20 (July 2022 - June 2023)
$300,000
2019-20 (July 2023 - June 2024)
$300,000
2020-21 (July 2024 — December 2024)
$150,000
25D-2
AGREEMENT FOR DATA AND VIDEO SERVICES
January 16, 2017
Page 2
APPROVED AS TO FUNDS
AND ACCOUP S:
Jack dulla 'Francisco' Gutierrez 00
Chie echnology and Innovations Officer Executive Director
Info ation Technology Department Finance & Management Services Agency
Exhibits: A. Spectrum Enterprise Service Agreement
25D-3
25D-4
SPECTRUM ENTERPRISE SERVICE AGREEMENT
The customer Identified below ('Customer") hereby acknowledges and agrees to the Commercial Terms of Service ('Terns of Seivicey
with respect to any service order(s) placed by Customer and accepted by Spectrum hereafter (each, a 'Service. Order'), and this
Agreement constitutes the "Service Agreement- by and between the Customer and Charter Communications Operating, LLC on behalf of
thoseoperatingsubsidiaries providing the Service(s) hereunder ('Spectfum').This Service Agreement Is executed and effective upon the
latest dale of signature set forth In the signature black below.
prise Sales Contact Information
SpecWm Enterprise Account Executive: Olivia Ortiz
Office: (562) 677-0406
Mobile: (562) 446.7766
Customer Information
Customer Name (Exact Legal Name): City of Sanla Ana
Charter Communications Operating, LLC
By: Charter Communications Inc. Its Mana er
tl. t P.&11(PoargoUl
Street Address: 20 Civic Center Suite:
Plaza
City: Santa Ana
grate: CA
Tip Code: 82701
Customers Main Tel. No.: (714) 647.5400
Fax. No.:
-
Customer Contact Name: JackClulla
Tel.No.;(714)647-5373
E.mag:JCiuga@santa-ana.org
BGGrrg Addre.3 f Civic Center
Plaza - M42
Suite:
City: Santa Ana
Stale: CA zip Code: 92701
Bilfing Contact Name: Melanie Torres
Tel.No.: (714) 647-5373
E-mail; MTorres@Santa=ana.org
Unless earlier terminated in accordance with the Terns of Service, the Service Agreement shall remain In effect until the
expiration or termination of all Service Orders) entered Into under this Service Agreement 'Service Agreement Term Is
defined in Section 1 of the Commercial Terms of Service.
THIS SERVICE AGREEMENT HEREBY INCORPORATES THE TERMS OF SERVICE ATTACHED HERETO. BY
EXECUTING THIS SERVICE AGREEMENT BELOW, CUSTOMER ACKNOWLEDGES THAT: (1) CUSTOMER ACCEPTS
AND AGREES TO BE BOUND BY THE TERMS OF SERVICE, INCLUDING THE ARBITRATION SECTION THEREOF,
WHICH PROVIDES THAT THE PARTIES DESIRE TO RESOLVE ANY CONTROVERSY OR CLAIM ARISING OUT OF OR
RELATING TO THE SERVICE AGREEMENT THROUGH ARBITRATION; AND (2) BY AGREEING TO ARBITRATION,
CUSTOMER IS GIVING UP VARIOUS RIGHTS, INCLUDING THE RIGHT TO TRIAL BY JURY.
Customer
Charter Communications Operating, LLC
By: Charter Communications Inc. Its Mana er
tl. t P.&11(PoargoUl
By:
Name (printed):
Name (printed): Lynne Bell
1106:
Title: VP of Strategic Sales
Dater
Date: December 7 2017
Commercial Bulk Services Agreementv.181213 CONFIDENTIAL Page of 31
C016 Charter Communications. All Rights Reserved.
Lynne P. Bell Approved as to Form Attest Recommended for Approval
E -signed 2017-12-0711:020M PST
lynne.betl@charter.com
J hn M. Funk Maria D. Huizar Jack Ciulla
asistant City Attorney Clerk of the Council Chief Technology Innovations
Document Intearity Verified amu. r,.„—i. .,
2501-5
COMMERCIAL TERMS OF SERVICE
These Commercial Terms of Service, including all Attachments, Service Orders and other documents identified hereunder, each of which
are Incorporated herein by reference (collectively, the "Service Agreement" or "Master Agreement') by and between Customer and Charter
Communications Operating, LLC on behalf of those operating subsidiaries providing the Service(s) hereunder ("Spectrum") (collectively,
the "Parties' or each individually a "Party) for the services specified (the "Services") in each respective service order (each a "Service
Omer"). The Attachments to these Commercial Terms of Service ("Attachments") further describe Spectrum's Services.
Customer understands and agrees that certain Services may not be available in all Spectrum service areas and that upon entering Into a
Service Order with Customer, Spectrum, at its discretion,. may utilize one or more third parties to deliver the Services (the latter, 'Third
Party Services*). The Third Party Services may be subject to additional terms and conditions.
GENERAL
1. SERVICE AGREEMENT TERM. This Service Agreement shall be effective upon the latest date of the signatures required hereto and
shall continue for a period of 48 months ("Agreement Term"). Upon the expiration of the Agreement Tenn, both Parties shall
have the option to extend the Agreement Term for a period.of. 12.months ("Renewal Agreement Term"), not to exceed three
Renewal Agreement Terms. Either Party shali'notify" th'e other Party of Its desire not to renew this Service Agreement by
giving sixty (60) days prior written notice to the other party before the expiration of the thencurrent Agreement Tenn. .
2. SERVICES. Customer shall request Services hereunder by submitting orders in a manner required by Spectrum which may include
orders placed via telephone, online or paper. -Upon Spectrum's acceptance of a service order(s), as indicated either by Spectrum's
written acceptance or by Spectrum's delivery of the Services, such service order(s) shall be deemed on "Order' (or Service Order)
hereunder and shall be deemed incorporated Into this Service Agreement.
3. ORDER TERM. 'Order Term" (or "Service Period") is the time period starting on the date the Services are functional in all material
respects and available for use (the "Tum -up Date"), and continuing for the number of months specified In the Service Order(s).
Unless otherwise set forth in an accepted Service Order, the Initial (or minimum) term for Service is one (1) month from the Turn -up
Date and the minimum charge Is the established MRC (defined below) for one (1).. month.
Upon expiration of the Initial Order Term, the applicable Service Order shall automatically renew for successive one-month terms,
unless either Spectrum or Customer elects to not renew the Order Term by written notice provided to the other at least 30 days in
advance of the expiration of the then -current Order Term. In the event any Order Term extends beyond the SemiceAgreement
Term, the Services shall continue to be governed by this Service Agreement until the [after of the end of the respective Order
Tenn or termination of the Services, as permitted under this Service Agreement.
4. SERVICE LOCATION. Spectrum shall provide the Services to Customer at the Service address ('Service Location').
S. AVAILABILITY OF FACILITIES. Services and associated products, facilities, equipment, features and functions will be available in
accordance with the Service Agreement, where technically and operationally feasible. Spectrum's obligation to furnish Services is
dependent upon Its ability to secure and retain, without unreasonable expense, suitable facilities and rights for the construction and
maintenance of the necessary facllitles, pole lines, circuits and equipment and to provide for the Installation of those facilities required
Incident to the furnishing and maintenance of that Service.
Spectrum may limit communications, refuse to provide Services or discontinue Services when necessary because of (i) the lack of
transmission medium, transmission capacity or any other facilities or equipment,_ (11) the lack of available services from or
Interconnection with the services or facilities of other providers, (iii) any cause beyond Spectrum's control, (iv) any order, law, rule;
regulation or ordinance that in any way restricts the provision or operation of the Services or iv) In the event of any prohibited use, as
described herein or in any Attachment.
6. SERVICE LOCATION ACCESS AND INSTALLATION.
(a) Access. Spectrum will require reasonable access to each Service Location as necessary for Spectrum to review, Install, Inspect,
maintain or repair any Spectrum -provided equipment ('Equipment) necessary to provide the Services.
(b) If Customer owns or controls the Service Location(s), Customer grants Spectrum permission to enter the. Service Locafion(s) for
the exercise of such right. If s Service Location is not owned and/or controlled by Customer, Customer will obtain, with Spectrum's
reasonable assistance, appropriate right of access. If such right of access for Spectrum is not obtained by either Party, then
Spectrum's obligations with respect to such Service Location shall terminate and be considered null and void. Customer shall
perform interconnection of the Services and Spectrum Equipment with any Customer or End User equipment, unless otherwise
set forth in an Attachment or agreed in writing between the Parties.
(c) Installation Review. Spectrum may perform an installation review of each Service Location prior to installation of the Services.
Upon request, Customer shall provide Spectrum with accurate site and/or physical network diagrams or maps of a Service
Location, including electrical and other utility service maps, prior to the Installation review.
Commercial Bulk Services Agreement v.161213 CONFIDENTIAL Page 2 of 31
02016 Charter Communications. All Rlghts.Reserved.
Lynne P. Bell
E -signed 2017-12-0711:02PM PST
lynne.bell@charter.com )
0 Document IntegrityVerified Adobe
PSJ- il:
If Spectrum determines that safe installation and/or activation of one or more of the Services will have negative consequences to
Spectrum's personnel or communications network ('Network') or otherwise cause technical difficulties to Spectrum or Its
customers, Spectrum may terminate the respective Service(s) effective upon written notice to Customer or may require Customer
to correct the situation before proceeding with installation or activation of the.Services.
(d) Subsequent Interference. If during the .initial or any renewal Order Term, (I) proper operation of Equipment or provision of a
Service Is no longer unhindered or possible as a result of Interference or obstruction due to any cause other than Spectrum or (ii)
such interference/obstruction or its cause may endanger, hinder, harm or Injure Spectrums personnel, Equipment, or Network
and/or cause technical difficulties to Spectrum or Its customers, Spectrum may terminate the affected Service Order(s) without
liability upon written notice to Customer.
(e) Site Preparation. Customer shall be responsible for necessary preparations at Its location(s) for delivery and Installation of
Equipment and the installation and ongoing provision of Services, Including the relocation of Customer's,equipment, furniture and
furnishings as necessary to access the Equipment or Services. Upon request, Customer shall provide any available electrical,
utility service, and/or general physical, network diagrams or maps prior to installation or maintenance work to be undertaken by
Spectrum.
Customer shall not charge Spectrum, and shall ensure that Spectrum does not incur, .any fees or expenses whatsoever in
connection with Customer's provision of space, power, or access "as described Herein, or otherwise in connection with Customer's
performance of Its obligations pursuant to this section; and any such fees or expenses charged by any other end user accessing
or using the Services ('End User") shall be borne solely by Customer.
(f) Installation. Spectrum will schedule one or more Installation visits with Customer. Customer's authorized representative, must be
present during Installation._
If during the course of installation Spectrum determines additional work Is necessaryto enable Spectrum to deliver the Services to
the Service Location, Spectrum will notify Customer of any one time charges ('OTC'). If Customer does not agree to pay such
OTC by executing a revised Service Order within, five business days of receiving the same; Customer and Spectrum shall each
have the right to terminate the applicable Service Order. OTC may Include construction vests, additional Service Installation
charge(s), repair, replacement, and/or any other nonrecurring costs or charges.
Customer shall conned Customer's computer pr network to applicable Equipment to enable access to the Services.
Spectrum shall be responsiblefor reasonable restoration efforts necessaryto address any displacement resulting from excavation
and for those damages directly caused by.Spectrum's faulty workmanship or installation of the Service, provided that the boring of
holes or insertion of fasteners through the surface of walls for attachment of peripheral equipment will not be deemed damages
but rather part of normal workmanship.
Al the Customer's request, Spectrum may perform Installation or maintenance on weekends or times other than during normal
business hours; provided, however. Customer may be assessed reasonable, additional OTC based on Spectrum's actually
Incurred labor, material or other costs for such non -routine Installation or maintenance.
If the installation and maintenance of Service are requested at locations which are or may become, in Spectrum's sole opinion,
hazardous or dangerous to Spectrum's employees or the public or property, Spectrum may refuse to Install and maintain such
Service,. and, if such Service is furnished, may require the Customer to Install andmaintain such Services. In the event of such
hazardous or dangerous conditions, Customer shall defend, Indemnify, and hold Spectrum harmless from any claims, loss,
damage, or other liability arising from the Installation or maintenance of such Service.
Spectrum shall use reasonable efforts to make Services available by the estimated service date set forth in the Service Order.
Spectrum shall not be liable for any damages, whatsoever resulting from delays In meeting the estimated service date due. to
delays resulting from normal installation procedures or events. beyond; Spectrum's control.
Examples of delays of installation Include, without limitation, delays in obtaining necessary regulatory approvals for construction,
delays in obtaining right-of-way approvals, delays'In actual construction work being done by Spectrum's vendor(s), and any delays
due to any other providers) where Spectrum is retying upon such provider(s) to meet such estimated,due date whichis beyond
Spectrum's control.
In the event that Spectrum is unable to Install the Service In accordance with the agreed upon schedule as a result of
I. Customer's (or any End User's) failure to deliver any required materials, support or Information to Spectrum; or
Ii. Customer's(or any End Users) failure to provide access to a Service Location; or
III. Spectrum not being able to obtain access to equipment or software at the Service Location as necessary for installation of
the Service, then Customer shall pay Spectrum a OTC at Spectrum's then prevailing rates for any Installation trip made by
Spectrum and an additional OTC for each subsequent trip necessary to perform the Service installation.
(g) Ongoing Visits. Spectrum will need periodic access for inspection, operation and maintenance of the Network. Except In
emergency situations, Spectrum will obtain approval from Customer (not to be unreasonably withheld or delayed) before entering
the Service Location. At Spectrum's request, Customer, or a representative designated by Customer, will accompany Spectrum's
employees or agents Into any unoccupied unit for any purpose relating to the Equipment.
7. EQUIPMENT AND MATERIALS.
Commercial Bulk Services Agreement v.161213 CONFIDENTIAL Page 3 of 31
02016 Charter Communications. All Rights Reserved.
Lynne P. Bell
E -signed 2017-12-0711:02PM PST
lynne.beli@charter.com
0 Document Integrity Verified
5D-7
(a) Responsibilities and Safeouards. Except as otherwise provided in this Service Agreement or any Service Order(s), neither Party
shall be responsible for the maintenance or repair of cable, electronics, structures,_ equipment or materials owned by the other
Party; provided,owever, that subject to the Indemnification limitations set forth In this Service Agreement, each Party shall be
responsible to the other for any physical damage or harm such Party causes to the other Parry's personal or real property through
the negligence or willful misconduct of such damage causing Party.
Customer shall:
L Safeguard Equipment against others;
Ii. Not add other equipment nor move, modify, disturb, alter, remove, nor otherwise tamper with any portion of the
Equipment;
iii. Not hire nor permit anyone other than personnel authorized by Spectrum, acting in their official capacity, to perform any
work on Equipment; and
IV. Not move nor relocate Equipment to another location or use It at an address other than the Service location without the
prior written consent of Spectrum.
Any unauthorized connection or other tampering with the Services or Equipment shall be muse for Immediate suspension of
Services, Termination of this Service Agreement and/or legal action, and Spectrum shall be entitled to recover damages, including
the value of any Services and/or Equipment obtained in violation of this Service. Agreement, In addition to reasonable collection
costs including reasonable attorney fees. Should any antenna, or signal amplification system for use in connection with
communication equipment hereafter be installed at the Service Location which Interferes with the Services, Spectrum shall not be
obligated to distribute a -signal to the Service Location better than the highest quality which can be furnished without additional
cost to Spectrum as a result of such Interference, until. such time as the Interference is eliminated.
Customer shall be solely responsible for securing and maintaining any and all Customer equipment, including, but not limited to,
Private Branch Exchanges (including other non -Spectrum switches, collectively, 'PBXs') and Trunk Equipment (as defined In
Attachment Bl, where applicable. -
(b) Customer SecurityResponsibilities. Customer shall be responsible for the implementation of reasonable security measures and
procedures with respect to use of and access to the Service Location, Service and/or Equipment. Spectrum may suspend the
Services upon learning of a breach of security and will attempt to contact Customer in advance, if practicable.
(c) Customer shall ensure that all Equipment at Customer's and End Users' Service Locations (i) remains freeand clear of all liens
and encumbrances, (ii) is not modified or altered by any person or entity other than Spectrum, (iii) is not subject to accident,
misuse, abnormal wear and tear,.neglect, or mistreatment, (Iv) is not damaged In connection with any equipment or software with
which the Equipment is used and not supplied by Spectrum, (v) is not damaged by liquids, and (vi) is not used with any software
not supplied by Spectrum for use with such Equipment.
(d) Ownership. Notwithstanding any other_ provision contained in this Service Agreement to the contrary, all Equipment and materials
Installed or provided by Spectrum are and shall always remain the property of Spectrum, shall not become a fixture to the Service
Location, and must be returned to Spectrum at any time Services are disconnected In the condition in which they were received
subject to ordinary wear and tear. Customer will.not sell, lease, assign nor encumber any Equipment. Customer shall not obtain or
acquire title fo, Interest or right (Including Intellectual property rights) in the Service or Equipment other than to the limited extent of
use rights expressly granted under this Service Agreement..
Customer is solely responsible for securing any Customer -owned or provided CPE (i.e., any customer premises equipment
Including without limitation PBXs), and shall be solely responsible for any charges associated with such CPE or Third Party
Services (including those associated with PBXs, mlling card(s) and/or access numbers, regardless of whether such use (t) Is
authorized by Customer management or (Ii) Involves fraudulent activity).
(e) Ecuipment Return Retrieval Repair and Replacement. Immediately upon termination of this Service Agreement and/or Service
in
Order(s) ("Ternafon ), at the discretion of Spectrum, Customer shall return or allow Spectrum to retrieve the Equipment Failure
of Customer to return or allow Spectrum to retrieve the Equipment within 10 days after Services are terminated will result In a
charge to Customer's account equal to either Spectrum's applicable unreturned equipment charge or the retail cost of
replacement of the unreturned Equipment. If applicable, Customer shall pay' for the repair or replacement of any damaged
Equipment, except such repairs or replacements as may be necessary due to normal and ordinary wear and tear or
material/workmanship defects, together with any costs Incurred by Spectrum in obtaining or attempting to regain possession of
such Equipment, including reasonable attorney fees.
B. STANDARD PAYMENT TERMS. Customer shall pay recurring and non-recurring charges/fees for the Services in the amount
specified on the Service Order and other applicable charges as described in this Service Agreement.
(a) Charges. Monthly recurring charges (°MRCs') specific to the Service(s) provided by Spectrum and Third Party Services and
charges for non -use -based Services, are due prior to the month the Service Is delivered. Customer may be charged an OTC for
construction, Service installation charge(s), repair; replacement, and/or any other nonrecurring costs or charges.
Usage -based charges will be Invoiced typically within one-month of delivery of the respective use -based Service (e.g.. pay -per
view charges). Certain MRCS are subject to Increases attributable to programming, license, copyright, retransmission and/or
Commercial Bulk Services Agreement v.161213 CONFIDENTIAL Page 4 of 31
02016 Charter Communications. All Rights Reserved.
Lynne P. Bell
E -signed 2017-12-0711:02PM PST.,
lynne.bell@charter.com '
Document Integrity Verified Adobe Sign T,a..,Uon Humber.
25D-8
other similar costs Imposed upon Spectrum. Spectrum shall provide at least 30 days prior notice to Customer of any Increase in
the MRCS.
The,Parties agree that Customer's payments under this Agreement cannot exceed an annual amount' ofj$300,000y40„'
("Not -To -Exceed Amount), inclusive of applicable taxes, surcharges, and fees.. The Parties agree that taxes, surcharges;
and fees are subject to change. Maintenance of such Not -To -Exceed Amount shall be the sole responsibility of
Customer. All Invoices associated with mutually agreed upon Service Orders will be bound by the payment terms as set
forth In this Section S. For the avoidance of doubt, in no way shall this provision limit or alter Customer's compliance
with the terms of this Agreement or any Service Order.
Spectrum will 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.
(b) Taxes. Surcharges, and Fees. MRCS and OTCs do not Include taxes, fees or surcharges that Customer must pay, Including but
not limited to applicable sales; use, property, excise or other taxes, franchise fees, and governmental charges (excluding income
taxes) arising under this Service Agreement, in addition to any surcharges that may be Imposed as may be permitted under and
consistent with applicable taw. if a Customer wishes to claim tax-exempt status,. then Customer must supply Spectrum with a
copy of Customers tax exemption document within 15 days of Installation of applicable Services. If Customer supplies such
documentation after that time, Spectrum will apply it to Customers account on a prospective basis, allowing Spectrum at least 30
days for processing. To the extent such documentation Is held Invalid for any reason, Customer agrees to reimburse Spectrum for
any tax or fee liability including without limitation related Interest and penalties arising from such invalid.documentation.
Tax-exempt status shall not relieve Customer of Its obligation to pay applicable franchise fees or other non -tax fees and
surcharges. Spectrum reserves the right, from time to time, to change the surcharges for Services under this Service Agreement
to reflect incurred costs, charges, or obligations- Imposed on Spectrum to the extent permitted, required, or otherwise not
prohibited under applicable law (e.g., universal service fund (°USF) charges, etc.).
Furthermore, Spectrum shall have the right to recover from Customer the amount of any state or local fees or taxes arising as a
result of this Service Agreement, which are imposed on Spectrum or Its services, or otherwise assessed or calculated Based an
Spectrum's receipts from Customer.
To the extent that a dispute arises under this Service Agreement as to which Party to this Service Agreement is liable for fees or
taxes based an such Party's net income , Customer shall bear the burden of proof in showing that the fee or tax is Imposed upon
Spectrum's net income. This -burden may be satisfied by Customer producing written documentation from the jurisdiction
Imposing the fee or tax in ilbating that the fee or tax is based on Spectrum's net Income.
Customer acknowledges that currently, and from time to time, there is uncertainty about the regulatory classification of some of
the Services Spectrum provides and, consequently, uncertainty about what fees, taxes and surcharges are due from Spectrum
and/or its customers. Customer agrees that Spectrum 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 calms it may have regarding Spectrum's collection or remittance of such fees, taxes and
surcharges.
(c) Change Requests. Any charges assoclaled with Service and Equipment installations, changes, or additions requested by
Customer subsequent to executing a Service Order for the applicable Service Location are'the sole financial responsibility of
Customer. Spectrum shall notify Customer of any additional OTCs and/or adjustments to MRCS associated with or applicable to
such Customer change requests prior to making any such change. Customers failure to accept such additional charges within 5
business days of receiving such notice. shall be deemed a rejection by Customer, and Spectrum shall not be liable to perform any
work giving rise to such charges. For accepted charges. Customer shall be assessed such additional OTCs and/or adjustments of
the MRCS either (1) in advance of implementation of the change request or (il) beginning on Customer's next and/or subsequent
invoice(s).
(d) Site Visits and Repairs. If Customers misuse,abuse or modification of the Services, Equipment or Network results In a visit to a
Service Location for Inspection, correction or repair, Spectrum may charge Customer a site visit fee-as:well as charges for any
resulting Equipment or Network repair or replacement, which may be necessary.
If Spectrum responds to a service call initiated by Customer, and Spectrum reasonably determines that the museofsuch service
call is not due to a problem arising from Spectrum's Network, but rather is due to Customer—provided or Customer -owned
equipment or facilities, or a third party not under Charters control or direction, Customer must compensate Spectrum for the
service call at Spectrum's then -prevailing commercial rates.
9. Invoicing Disoutes. Customer must provide written notice to Spectrum of any disputed charges within 90 days of the Invoice date on
which the disputed charges appear for Customer to receive any credit that may be due. Customer must have and present a
reasonable oasis for disputing any amount charged. Customer shall not he entitled to dispute service charges nor request credits more
than 90 days from the payment date on Invoice for such Service.
Commercial Bulk Services Agreement v.161213 CONFIDENTIAL Page 5 of 31
62016 Charter Communications. All Rights Reserved.
Lynne P. Bell
E-signed'2017-12-0711:02PM PST
lynne.beli@charter.com
Document Integrity Verified
25
(a) Late Fees. Undisputed amounts not paid within 45 days of the Invoice date,shall be past due and subject to a late fee of 1.5% per
month or the maximum amount permitted by law.
(b) Non -Payment. If Services are suspended due to late payment, Spectrum may require that Customer pay all past due charges, a
reconnect fee, and one or more MRCS in advance before reconnecting Services.
(c) Collection Fees. Spectrum may charge a reasonable service fee for all returned checks and bank card, credit card or other
charge card charge -backs. Customer shall be responsible for all expenses, including reasonable attorney fees and collection
costs, incurred by Spectrum in collecting any unpaid amounts due under this Service Agreement.
10. Customer shall also be responsible for all costs of collection of overdue amounts Incurred by Spectrum (Including reasonable
attorneys' fees).
11. If Spectrum fails to present a charge in a timely manner., such failure shall not constitute a waiver of the charges for the Services to
which R relates, and Customer shall be responsible for and pay such charges when invoiced in accordance with these payment terms.
(a) Spectrum shall have the right to verify Customer's credit standing at any time. Additionally, Spectrum may at any time require
Customer to make a deposit and/or advance payment If In Spectrum's reasonable discretion, Customer's credit standing
warrants such deposit and/or advanced payment. The deposit requested will be In cash, the equivalent of cash, or a bank,
credit card or account debit authorization and does not relieve Customer of the responsibility for the prompt payment of Invoices
on presentation. Spectrum may deduct amounts from the deposit, bill any bank or credit card provided, or utilize any other means
of payment available to Spectrum, for past due amounts.
(b) Bundled Pricing. If Customer has selected a bundled offer, meaning a discounted MRC for receiving more than one Spectrum
Service (*Bundle"), then the following conditions shall apply:
(1) In consideration for Customer's purchase of all Services in the Bundle, and only with respect to that period of time during
which Customer continues to purchase the specific Services in such Bundle and during which such Bundle is in effect, the
correlating discount to the Services in such Bundle, ordered pursuant to"the Spectrum program governing such Bundle, will
be reflected in the MRC for the respective Services.
0) Upon discontinuation or termination by Customer of any Service component of the applicable Bundle, the pricing for the
remaining Service(s) shall revert to Spectrum's unbundled pricing for such Service(s) in effectat the time. Termination liability
applicable to the Services under this Service Agreement shall otherwise remain unchanged.
12. PORTABILITY. After the first twelve (12) months of the Initial Order Tenn, if Customer is vacating or otherwise leaving a
Service Location ("Closed Location") prior to the end of the Initial Order Tenn, Customer may elect, upon at least sixty (60)
days' prior written notice to Spectrum, to terminate the Services at such Closed Location, without payment of early
termination charges, provided that Customer: (a) has paid Spectrum all amounts due and owing, Including any unpaid
construction charges and other OTCs, at the time of suchterminationfor all Services provided by Spectrum pursuant to the
Services Agreement; (b) vacates or otherwise leaves such Service Location within such sixty (60) day period; (c) places a
Service Order for replacement Services at a different location within the Spectrum market area ("New Location") with an
activation date no later than sixty (60) days after the termination of the original Service, so long as the replacement Service at
the New Location has a value (determined by multiplying the number of months In the replacement Service's Initial Order
Term by such Service's monthly recurring Service Charges) equal. to or greater than the original Service (such value
determined by multiplying the number of months remaining In the original Service's remaining Initial Order Term. by such
Service's MRCS); and (d) pays to Spectrum upon receipt of invoice all OTCs, if any, associated with the replacement Service
at the New Location, and the costs and expenses Incurred by Spectrum to terminate the terminated Service, Including,
without limitation, any applicable third -party termination liability charges. Service Charges for the New Location will be
billed at the standard rates applicable to the geographic area of the New Location.
13. ADMINISTRATIVE WEB SITE. Spectrum may, at its sole option, make one or more administrative web sites available to Customer in
connection with Customers use of the Services (each an 'Administrative Web Site'). Spectrum may furnish Customer with one or
more user identifications and/or passwords for use on the Administrative Web Site. Customer shall be responsible for the
confidentiality and use of such user Identifications and/or passwords and shall immediately notify Spectrum if there has been an
unauthorized release, use or other compromise of any user Identification or password. In addition, Customer agrees that Its authorized
users shall keep confidential and not distribute any Information or other materials made available by the Administrative Web Site.
Customer shall be solely responsible for all use of the Administrative Web Site, and Spectrum shall only be entitled to rely on all
Customer uses of and submission to the Administrative Web Site.as authorized by Customer. Spectrum shall not be liable for any loss,
cost, expense or other liability arising out of any Customer use of the Administrative Web Site. Spectrum may change or discontinue
the Administrative Web Site, or Customers right to use the Administrative Web Site, at any time. Additional terms and policies}gay
apply to Customers use of the Administrative Web Site. These terms and policies will be posted on the site.
14. NO THIRD PARTY HARDWARE OR SOFTWARE SUPPORT. Customer is responsible for the installation, repair and use of
Customer -supplied third party hardware and/or software, including without limitation any necessary for the use of third party services.
Spectrum does not support third party hardware or software used in conjunction with third party services or supplied by Customer. Any
questions concerning third party hardware or software should be directed to the provider of that product. Spectrum assumes no liability
or responsibility for the installation, maintenance, compatibility or performance of third party software, or any Customer -supplied
hardware or software with the Services. If such third party equipment or software impairs the Services,. Customer shall remain liable for
payments as agreed (if any) without recourse for credit or prorated refund for the period of impairment. Spectrum has no responsibility
Commercial Bulk Services Agreement v.161213 CONFIDENTIAL Page 6 of 31
02016 Charter Communications. All Rights Reserved.
Lynne P. Bell
E -signed 2017-12-0711:02PM PS_ T
lynne.bell@charter.coin
Document Integrity Verified
15U_1 U
to resolve the difficulties caused by such third party equipment or software. If, at Customer's request, Spectrum should attempt to
resolve difficulties caused by such third party equipment or software, such efforts shag be performed at Spectrum's discretion and at
then -current commercial rates and terms.
15. CUSTOMER USE
(a) NO RESELLING: Customer shall not re -sell or re -distribute (whether for a fee or otherwise) access to the Service(s) or system
capacity, or any part thereof, in any manner other than for Customer's internal business without the express prior written consent
of Spectrum.
(b) NO ILLEGAL PURPOSE/UNAUTHORIZED ACCESS Customer shall not use or permit third parties to use the Service(s),
Including the Equipment and software provided by Spectrum, for any Illegal purpose, or to achieve unauthorized access to any
computer systems, software, data, or other copyright or patent protected material.
(c) NO INTERFERENCE. Customer shall not interfere with other customers use of Equipment or Services or disrupt the Spectrum
Network, backbone, nodes or other Services. Violation of any part of this Section is grounds for immediate Termination of this
Service Agreement and/or all Service Orders In addition to any other rights or remedies Spectrum may have.
(d) APPLICABLE LAWS. With respect to Customer's use of the Service (including the transmission or use of any content via the
Service), Customer shall comply with all applicable laws and regulations in addition to the terms of this Service,Agreement.
Spectrum shall have the right to audit Customer's use of the Service remotely or otherwise, to ensure compliance with this Service
Agreement.
(e) ACCEPTABLE USE. Customer shall not use, or allow the Services to be used, In any manner that would violate the applicable
Spectrum Acceptable Use Policies or that would cause, or be likely to cause, Spectrum to qualify as a "Covered 911 Service
Provider' as defined in 47 C.F.R. §12.4 or any successor provislon of the rules of the Federal Communication Commission. For
avoidance of doubt, Customer and Spectrum agree that any failure to satisfy the covenants set forth In the preceding sentence
shall constitute a material breach of the Master Agreement.
16. GENERAL CUSTOMER REPRESENTATIONS AND OBLIGATIONS. Customer represents to Spectrum (a) that Customer has the
authority to execute, deliver and carry out the terms of this Service Agreement and associated Service Orders and (b) that its End
Users and any person who accesses ,any Services through Customer's equipment at the Service Location, will use the Service,
Network and/or Network facilities in an appropriate and legal manner, and will be subject to the terms of this Service Agreement.
Customer Is responsible for ensuring its End Users comply with the terms of this Service Agreement.: Customer shall be responsible
for all access to and use of the Service by means of Customer's equipment,.: whether or not Customer has knowledge of or authorizes
,such access or use. Customer shall be solely liable and responsible for all charges incurred and all conduct through either authorized
or unauthorized use of the Service.
As between the parties, Customer Is solely responsible for (a) all use (whether or not authorized) of the Service by Customer, any End
User or any unauthorized person or entity, which use shall be deemed Customer's use for purposes of this Service Agreement, (b) all
content that is viewed, stored or transmitted via the Service; as applicable, and (c) all third -parry charges Incurred for merchandise and
'services accessed via the Service, if any. Customer agrees to conform Its equipment and software, and to ensure that each End User
conforms its equipment and software, to the technical specifications for the Service provided by Spectrum from time to time.
17. PERFORMANCE. Spectrum will use commercially reasonable efforts in keeping with normal Industry standards to ensure that the
Service is available to Customer 24 hours per day, seven days per week. It is possible, however, that there Will be Interruptions of
Service. The Service may be unavailable from time -to -time either for scheduled or unscheduled maintenance, technical difficulties, or
for other reasons beyond Spectrum's reasonable control. Temporary service Interruptions/outages for such reasons, as well as service
Interruptions/outages caused by Customer, Its agents and employees, or by a Force Majeure Event, shall notconstitute a failure by
Spectrum to perform its obligations under this Service Agreement, and Customer will not hold Spectrum at fault for toss of Customer
revenue or lost employee productivity due to Service outages.
18. MONITORING, EQUIPMENT UPGRADES AND MODIFICATIONS. Spectrum has the right, but not the obligation, to upgrade, modify
And enhance the Spectrum network (Including Equipment and related firmware)and the Service and take any action that Spectrum
deems appropriate to protect and/or improve the Service and Its. facilities.
Spectrum shall have the right, but not the obligation, to monitor and record oral communications with Customer regarding Customer's
account or Services for the purpose of service quality assurance.
19. DEFAULT, SUPENSION OF SERVICE, AND TERMINATION. No express or implied waiver by Spectrum of any eventof
noncompliance shall in any way be a waiver of any further subsequent event of noncompliance. Nothing herein, Including termination
of this Service Agreement or any Service Order(s), shall relieve Customer of its obligation to pay Spectrum all amounts due.
(a) Default by Customer: Customer shall be in default under this Service Agreement if Customer does one or more of the following
things (each individually to be considered a separate event of default) and Customer fails to correct each such noncompliance
within 30 days of receipt of written notice ("Default'):
I. Customer is more than 45 days past due with respect to any payment required hereunder,
fl. Customer otherwise has failed to comply with the terms of this Service Agreement.
(b) Termination for Convenience. Notwithstanding any other term or provision in this Service Agreement, Customer shall have the
right to terminate a Service Order, or this Service Agreement in whole or pad, at any upon thirty (30) days prior written notice.
to Spectrum , and subject to payment of all outstanding amounts due, any applicable Termination Charges, and the return of any
Commercial Bulk Services Agreement v.161213 CONFIDENTIAL Page 7 of 31
02016 Charier Communications. All Rights Reserved.
Lynne P. Bell
E -signed 2017-12-0711:02PM PST
lynne.bell@charter.com '
Document Integrity verified 25D-11 Adobe Sign Tramoceon Number.
Spectrum Equipment. In the event Customer cancels a Service Order prior to Spectrum actually delivering Services, and in the
event that Spectrum Incurs construction or installation costs or charges prior to such cancellation, then Customer shall reimburse
Spectrum for such chargesactually incurred.
(c) Spectrum's Right to Suspend Terminate and apply a Termination Charce. If Customer is in Default, Spectrum shall have the
right, at Its option, without prior notice, and in addition to any other rights of Spectrum expressly set forth in this Service
Agreement and any other remedies It may have under applicable law to:
i. Immediately suspend Services to Customer until such time as the underlying noncompliance has been corrected without
affecting Customers on-going obligation to pay Spectrum any amounts due under this Service Agreement (e.g., the MRCS)
as If such suspension of Services had not taken place;
I. Terminate the Services, this Service Agreement or the applicable Service Order(s).
iii. To the extent not prohibited by applicable law, if Termination is due to Custom& Default or is elected/done by Customer
for convenience, Customer must pay Spectrum aTermination charge (a `Termination Charon), which the parties recognize
as liquidated damages. This Termination Charge shall be equal to 100% of the unpaid balance of the MRCS that would have
been due throughoutthe applicable Service Period plus 100% of (1) the outstanding balance of any and all OTCs plus (2) any
and all previously waived OTCs.
Iv. The provisions of sections 8.11, 15, 21-22, 24.27 and the Attachments shall survive the termination or expiration of the
Service Agreement.
(d) Default by Spectmm. Spectrum shall be In default under this Service Agreement If Spectrum fails to comply with the terms of this
Service Agreement and/pr any or all of the applicable Service Order(s), and Spectrum fails to remedy each such noncompliance
or occurrence within 30 days of receipt of written notice from Customer describing in reasonable detail the nature, scope and
extent of the default or noncompliance ("Spectrum Default').
(e) Customer's Right to Temdhate and Termination Charce
I. To theextentnot prohibited by applicable law, in the event Customer wishes to terminale a Service without cause,
Customer shall be liable for the same Termination Charges as described in Section 19(b) above.
IL Customer shall have the right, at its option and in addition to any other remedies it may have, to terminate any applicable
Service Order(s), if the underlying event of Spectrum Default is limited to Services provided under the applicable Service
Order(s), or to terminate this Service Agreement, if the underlying event of such Spectrum .Default Is not so limited.
Ill. If Termination Is due to a Spectrum Default, Spectrum shall reimburse Customer for any pre -paid, unused MRCS attributable
to such terminated Service Order(s). In addition, if Termination is due to Spectrum Default within one year of the applicable
Tum -Up Date, Spectrum shall pay a Termination Charge, which the parties recognize as liquidated damages, equal to a
portion of any OTC that has already been paid by Customer to Spectrum relative to Service at the sites covered by the
terminated, Service Order. This Termination Charge shall be equal to the product of a) the number of months (Including partial
months) remaining in the initial 12 months of the Intal Service Period at the time of Termination times b) a ratio In which the
numerator is the total of OTCs paid to date and the denominator is 12.
20. LIMITATION OF LIABILITY.—PLEASE READ THIS SECTION CAREFULLY, IT CONTAINS DISCLAIMERS OF WARRANTIES AND
LIMITATIONS OF LIABILITY.
DISCLAIMER OF WARRANTY. CUSTOMER ASSUMES TOTAL RESPONSIBILITY FOR USE OF THE SERVICE AND USES THE
SAME AT ITS OWN RISK.
(a) SPECTRUM EXERCISES NO CONTROL OVER AND HAS NO RESPONSIBILITY WHATSOEVER FOR THE CONTENT
TRANSMITTED OR ACCESSIBLE THROUGH THE SERVICE AND SPECTRUM EXPRESSLY DISCLAIMS ANY
RESPONSIBILITY FOR SUCH CONTENT.
EXCEPT AS SPECIFICALLY SET FORTH IN THIS SERVICE AGREEMENT, THE SERVICE, EQUIPMENT AND ANY RELATED
MATERIALS ARE PROVIDED'AS IS, WITH ALL FAULTS; WITHOUT WARRANTIES OF ANY KIND, EITHEREXPRESS 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 SPECTRUM, ITS AFFILIATES OR ITS CONTRACTORS OR THEIR RESPECTIVE
EMPLOYEES SHALL CREATE ANY WARRANTY.
SPECTRUM DOES NOT REPRESENT OR WARRANT THAT THE SERVICE WILL MEET CUSTOMER'S REQUIREMENTS,
PREVENT UNAUTHORIZED ACCESS BY THIRD PARTIES, WILL BE UNINTERRUPTED. SECURE, ERROR FREE, WITHOUT
DEGRADATION OF VOICE QUALITY OR WITHOUT LOSS OF CONTENT, DATA OR INFORMATION, OR THAT ANY
MINIMUM TRANSMISSION SPEED IS GUARANTEED AT ANY TIME.
EXCEPT AS SET FORTH IN THE SERVICE AGREEMENT, SPECTRUM DOES NOT WARRANT THAT ANY SERVICE OR
EQUIPMENT PROVIDED BY SPECTRUM WILL PERFORM AT A PARTICULAR SPEED, BANDWIDTH OR THROUGHPUT
RATE. IN ADDITION, CUSTOMER ACKNOWLEDGES AND AGREES THAT TRANSMISSIONS OVER THE SERVICE MAY
NOT BE SECURE.
Commercial Bulk Services Agreement v.161213 CONFIDENTIAL Page 6 of 31
02016 Charter Communications. All Rights Reserved.
Lynne P. Bell
E -signed 2017-12-07 11:02PM PST
lynne.bell@charter.com
Document Integrity Verified Mho Siem Tr..ca..
25D-12
CUSTOMER FURTHER .ACKNOWLEDGES AND AGREES THAT ANY DATA, MATERIAL OR TRAFFIC OF ANY KIND
WHATSOEVER CARRIED, UPLOADED, DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE
SERVICE IS DONE AT CUSTOMER'S OWN DISCRETION AND RISK AND THAT CUSTOMER WILL BE SOLELY
RESPONSIBLE FOR ANY DAMAGE TO CUSTOMER'S OR ANY END USER'S CPE (WHETHER COMPUTER SYSTEM OR
OTHER EQUIPMENT) OR LOSS OF SUCH DATA, MATERIAL OR TRAFFIC DURING, OR RESULTING FROM, CUSTOMER'S
OR ANY END USER'S USE OF THE SERVICE, INCLUDING, WITHOUT LIMITATION, VIA SENDING OR RECEIVING,
UPLOADING OR DOWNLOADING, OR OTHER TRANSMISSION OF SUCH DATA, MATERIAL OR TRAFFIC..
IN ADDITION, CUSTOMER ACKNOWLEDGES AND AGREES THAT SPECTRUM'S THIRD PARTY SERVICE PROVIDERS DO
NOT MAKE ANY WARRANTIES TO CUSTOMER UNDER THIS SERVICE AGREEMENT, AND SPECTRUM DOES NOT MAKE
ANY WARRANTIES ON BEHALF OF SUCH SERVICE PROVIDERS UNDER THIS SERVICE AGREEMENT, EXPRESS OR
IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON -INFRINGEMENT,
TITLE, FITNESS FORA PARTICULAR PURPOSE, SYSTEM INTEGRATION, DATA ACCURACY OR QUIET ENJOYMENT.
(b) Limited Warranty. At all limes during the Service Period, Spectrum warrants that it will usecommercially reasonable efforts In
keeping with industry standards to cause the Services to oe available to Customer.
THE FOREGOING LIMITED WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL EXPRESS AND IMPLIED WARRANTIES
WHATSOEVER.
WITHOUT LIMITING ANY EXPRESS PROVISIONS OF THIS SERVICE AGREEMENT, NEITHER PARTY SHALL BE LIABLE TO
THE OTHER FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL RELIANCE OR PUNITIVE
DAMAGES (INCLUDING LOST BUSINESS, REVENUE, PROFITS, OR GOODWILL) ARISING IN CONNECTION WITH THIS
SERVICE AGREEMENT OR THE PROVISION OF SERVICES, INCLUDING ANY SERVICE IMPLEMENTATION DELAYS
AND/OR FAILURES, UNDER ANY THEORY OF TORT, CONTRACT, WARRANTY, STRICT LIABILITY OR NEGLIGENCE,
EVEN IF THE PARTY HAS BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.
THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO ANY OF CUSTOMER'S PAYMENT OR
INDEMNIFICATION OBLIGATIONS UNDER THIS SERVICE AGREEMENT. SPECTRUM'S MAXIMUM LIABILITY TO
CUSTOMER WITH REGARD TO ANY SERVICE SHALL NOT EXCEED THE AMOUNT, EXCLUDING OTCS, PAID OR
PAYABLE BY CUSTOMER TO SPECTRUM FOR THE APPLICABLE SERVICE IN THE TWELVE MONTHS IMMEDIATELY
PRECEDING THE EVENTS GIVING RISE TO THE CLAIM.
THE FOREGOING LIMITATIONS APPLIES TO ALL CAUSES OF ACTIONS AND CLAIMS, INCLUDING BREACH OF
CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION AND OTHER TORTS.
SPECTRUM 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 ANY 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.
Any warranty claim by Customer must be made within 90 days after the applicable Services have been performed. Spectrum's
sole obligation and Customers sole remedy, with respect to any breach of the limited warranty set forth herein, shall be a prorated
refund of the fees paid by Customer based on the period of time when the Services are out of compliance with this limited
warranty provision.
(c) Content. Any content that Customer may access or transmit through any Service is provided by Independent content providers,
over which Spectrum does not exercise and disclaims any control. Spectrum neither previews content nor exercises editorial
control; does not endorseany opinions or Information accessed through any Service; and assumes no responsibility for content.
Spectrum specifically disclaims any responsibility for the accuracy or quality of the information obtained using the Service. Such
content or programs may Include programs or content of an infringing, abusive, profane or sexually offensive nature. Customer
and Its authorized users accessing other parties'- content through Customers facilities do so at Customers own risk and
Spectrum assumes no liability whatsoever for any claims, losses, actions, damages, suits or proceedings arising out of or
otherwise relating to such content.
(d) Damage. Loss or Destruction of Software Files and/or Data. Customer uses the Services and Equipment supplied by Spectrum at
Its sole risk. Spectrum does not manufacture the Equipment, and the Services and Equipment are provided on an 'as is, with all
faults basis' without warranties of any kind. Spectrum assumes no responsibility whatsoever for any damage to or loss or
destruction of any of Customers hardware, software, files, data or peripherals which may result from Customers use of any
Service. Spectrum does not warrant that data or files sent by or to Customer will be transmitted in uncorrupted form or within a
reasonable period of time.
(e) Unauthorized Access. If Customer chooses to run or offer access to applications from Its equipment that permits. others to gain
access through the Network, Customer -must take, appropriate security measures. Failing to do so may rause Immediate
Termination of Customer's Service by Spectrum without liability for Spectrum. Spectrum is not responsible for and assumes no.
liability for any damages resulting from the use of such applications, and Customer shall defend, hold harmless, and Indemnify the
Spectrum Indemnified Parties (defined hereafter) from and against any claims, losses, or damages, arising from such use.
Spectrum Is not responsible and assumes no liability for losses, claims, damages, expenses, liability, or costs resulting from
otters accessing Customer's computers, Its internal network and/or the Network through Customers equipment.
(f) .Force Maleure Event. Neither Party shall be liable to the other for any delay, Inconvenience, loss, liability or damage resulting
from any failure or Interruption of Services, directly or Indirectly caused by circumstances beyond such Party's control, including,
Commercial Bulk Services Agreement v.161213 CONFIDENTIAL Page 9 of 31
02016 Charter Communications. All Rights Reserved.
Lynne P. Bell
E -signed 2017-12-0711:02PM PST
lynne.bell@charter.com .,
Document Integrity Verified Adobe
25D-13
but not limited to denial of use of poles or other facilities of a utility company, labor disputes, acts of war or terrorism, criminal,
Illegal or unlawfulacts, natural causes, mechanical or power failures, or any order, law or ordinance in any way restricting the
operation of the Services. Changes in economic, business or competitive conditions shall not be considered a Force Majeure
Event.
21. INDEMNIFICATION. In addition to Its specific Indemnification responsibilities set forth elsewhere In this Service Agreement and as
permissible under applicable law, Customer at its own expense, shall indemnify, defend and hold harmless Spectrum and Its parents,
directors, employees, representatives, officers and agents, (the 'Indemnified Parties') against any and all claims, liabilities, lawsuits,
damages, losses, judgments, costs, fees and expenses Incurred by Spectrum Indemnified Parties, including reasonable attorney fees
and court costs incurred by Spectrum Indemnified Parties under this Service Agreement, to the full extent that such arise from:
(a) Customers misrepresentation with regard to or noncompliance with the terms of this Service Agreement and any or all Service
Orders,
(b) Customers failure to comply with any applicable law, order, rule, regulation or ordinance,
(c) Customers negligence or willful misconduct, and/or
(d) any fees, fines or penalties Incurred by Spectrum as a result of Customers violation of the 100% Rule as set forth in any
Attachment(s).
Spectrum Indemnified Parties shall have the right but not the obligation to participate in the defense of the claim_ at Customers cost
and Customer shall cooperate with Spectrum Indemnified Parties in such case.
22. TITLE. Title to the Equipment shall remain with Spectrum during the applicable Service Period. Customer shall keep that portion of
the Equipment located on Customer premises Bee and clear of all liens, encumbrances and security Interests. Upon termination of
Service or expiration of a Service Orders Service Period for a specific site, Spectrum shall have the right to remove all Equipment
components and/or leave any of such components in place, assigning title and Interest In such components to Customer, it being
understood that no further notice or action is required to accomplish the assignment contemplated hereunder. Spectrum shall have the
right to remove the Equipment and all components within 60 days after such termination.
23. COMPLIANCE WITH LAWS. Customer shall not use or permit Its End Users or other third parties to use the Services In any manner
that violates applicable law or causes Spectrum to violate applicable law. Both parties shall comply with all applicable laws and
regulations when Carrying out their respective duties hereunder.
24. ARBITRATION. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, EXCEPT FOR CLAIMS FOR INJUNCTIVE RELIEF,
AS DESCRIBED BELOW, ANY PAST, PRESENT, OR FUTURE CONTROVERSY OR CLAIM ARISING OUT OF OR RELATED TO
THIS SERVICE AGREEMENT, INCLUDING WITHOUT LIMITATION THE ARBITRABILITY OF THE CONTROVERSY OR CLAIM,
SHALL BE RESOLVED BY BINDING ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION UNDER
ITS COMMERCIAL ARBITRATION RULES, INCLUDING, IF APPLICABLE, THE 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 THIS SERVICE
AGREEMENT SHALL NOT HAVE THE POWER TO AWARD INJUNCTIVE RELIEF; INJUNCTIVE RELIEF MAY BE SOUGHT
SOLELY IN AN APPROPRIATE COURT OF LAW. NO CLAIM SUBJECT TO ARBITRATION UNDER THIS SERVICE 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.
25. PROPRIETARY RIGHTS AND CONFIDENTIALITY.
(a) Spectrum's Proprietary Rights. All materials including, but not limited to, any Spectrum Equipment (including related firmware),
software, data and information provided by Spectrum, any Identifiers or passwords used to access the Service or otherwise
provided by Spectrum, 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 Spectrum to provide the
Service (collectively "Spectrum Materials") shall remain the sole and exclusive property of Spectrum or its: suppliers. Customer
shall acquire no interest in the Spectrum Materials by virtue of the payments provided for herein other than the limited non-
exclusive and non -transferable license to use the Spectrum Materials solely for Customer's use of the Service. Customer may not
disassemble, decompile, reverse engineer, reproduce, modify or distribute the Spectrum Materials, In whole or in part, or use
them for the benefit of any third party. All rights in.the Spectrum Materials not expressly granted to Customer herein are reserved
to Spectrum. Customer shall not open, alter, misuse, tamper with or remove the Equipment or Spectrum Materials as and where
Installed by Spectrum, and shall not remove any markings or labels from the Equipment or Spectrum Materials Indicating
Spectrum (or Its suppliers) ownership or serial numbers.
(b) .Confidentiality. Customer agrees to maintain in confidence, and not to disclose to third parties or use, except for such use as is
expressly permitted herein, the Spectrum Materials and any other Information and materials provided by Spectrum in connection
with this Service Agreement, Including but not limited to the content of this Service Agreement that are identified or marked as
confidential or are otherwise reasonably understood to be confidential; Including but not limited to the contents of this service
Agreement and any service Order(s), except as Customer Is required to disclose the Spectrum Materials by applicable law,
Including without limitation the California Public Records Act.
(c) Software If software is provided to Customer hereunder ('Software J. Spectrum grants Customer a limited, non-exclusive and
non -transferable license to use such Software, it object code form only, for the sole and limited purpose of using the Service for
Commercial Bulk Services Agreement v.161213 CONFIDENTIAL Page 10 of 31
02016 Charter Communications. All Rights Reserved.
Lynne P. Bell
E -signed 2017-12-0711:02PM PST
tyn ne, bel I@ch a rter,com
25D-14
Customers Internal business purposes during the Tenn. Customer agrees not to reverse engineer; decompile, disassemble,
translate, or attempt to learn the source code of any Software related to the Services.
26. PRIVACY. Spectrum treats private communications on or through Its Network or using any Service as confidential and does not
'access, use or disclose the contents of private communications, except In limited circumstances and as permitted by law. Spectrum
also maintains a Privacy Policy with respect to the Services in order toprotect the privacy of its customers. The Privacy Policy may be
w
found on Spectrum's website at ww.business.spectrum.com. The Privacy Policy may be updated or modified from time -lo -time by
Spectrum, with or without notice to Customer.
Customers privacy interests, including Customers ability to limit disclosure of certain information to third parties, may be addressed
by, among other laws, the Federal Telecommunications Act (the "Telecommunications Act"), the Federal Cable Communications Act
(the "Cable Acf), the Electronic Communications Privacy Act, and, to the extent 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 an Attachment, the Privacy Policy, and, if applicable, in Spectrum's tariff, which are incorporated Into,
and made a part of, this Service Agreement by this reference. In addition to the foregoing, Customer hereby acknowledges and agrees
that Spectrum may disclose Customers and Its employees' personally Identifiable Information as required by law or regulation, or the
American Registry for Internet Numbers ('AKIN") or any similar agency, or in accordance with the Privacy Policy or, if applicable,
tariff(s). In addition,. Spectrum 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 suggestthat Individual or public safety Is in peril.
27. NOTICES. Any notices to be given under this Service Agreement shall be validly given or served only if In writing and sent by
nationally recognized overnight delivery service or certified mail, return receipt requested, to the following addresses:
If to Spectrum:
Charter Communications
ATTN: Commercial Contracts Management
Dept: Corporate - Legal Operations
12405 Powerscourt Drive
St. Louis. MO 63131
Notices to Customer shall be sent to the Customer billing address. Each Party may change its respective address(es) for legal notice
by providing notice to the other Party.
28. MISCELLANEOUS.
(a) Entire Agreement: Signatures. This Service Agreement Including without limitation all Attachments, incorporated documents and
any, related, executed Service Order(s) constitute the entire agreement and understanding between the Parties with respect to the
Services, Network and Equipment. This Service Agreement supersedes all prior understandings, promises and undertakings, if
any,.made orally or In writing by or on behalf of the Parties with respect to the subject matter of this Service Agreement. This
Service Agreement may be executed In one or more counterparts, each of which Is an original, but together constituting one and
the same instrument. Execution of a facsimile or other electronic copy will have the same force and effect as execution of an
original, and a facsimile or electronic signature will be deemed an original and valid signature.
(b) Order of Precedence. Each Service shall be provisioned pursuant to the terms and conditions of this Service Agreement. In the
event that Spectrum permits Customer to use its own standard purchase order form to order the Service_, the parties hereby
acknowledge and agree that the terns 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 terms contained in such purchase order
shall have no force or effect. To the extent that the terms of any Attachment or Order are inconsistent with the terms of this
Service Agreement, the terms of this Service Agreement shall control.
(c) No Amendments. Supplements or Chances. Except for pricing terms as set forth in this Service Agreement, this Service
Agreement and the associated executed Service Order(s) may not be amended, supplemented or changed without both Parties''
prior written consent.
(d) No Assignment or Transfer. The Parties may not assign or transfer (directly or indirectly by any means, by operation of law or
otherwise) this Service Agreement and the associated Service Order(s), or their rights or obligations hereunder to any other entity
without first obtaining written consent from the other Party, which consent shall not be unreasonably withheld; ProAded, however,
that without Customers consent, Spectrum may assign this Service Agreement and the associated executed Service Order(s) to
affiliates controlling, controlled by or under common control with Spectrum, or to its successor -in -Interest if Spectrum sells some
or all of the underlying communications system(s).
(e) Severability. If any term, covenant, condition or portion of this Service Agreement or any related, executed Service Order(s) shall,
to any extent, be Invalid or unenforceable, the remainder of this Service Agreement or any related, executed Service Order(s)
shall not be.affected and each remaining term, covenant or condition shall be valid and enforceable to the fullest extent permitted
by law.
(f) Governing Law. The law of the state in which the Services are provided (excluding Its conflicts of law provisions) shall govern the
construction, interpretation, and performance of this Service Agreement, (A) except to the extent superseded by federal law or (B)
Commercial Bulk Services Agreementy.161213 CONFIDENTIAL Page 11 of 31
02016 Charter Communications. All Rights Reserved.
Lynne P. Bell
E -signed 2017-12.0711:02PM PST
lynne.bell@charter.com
r ;
—Z Document integrity Verified Adabe Sign
25D-15
In the event the Services are provided in multiple states, the law of the State of New York shall govern. TO THE EXTENT NOT
PROHIBITED BY APPLICABLE LAW, IN ANY AND ALL CONTROVERSIES OR CLAIMS ARISING OUT OF OR RELATING TO
THIS SERVICE AGREEMENT, ITS NEGOTIATION,.. ENFORCEABILITY OR VALIDITY, OR THE PERFORMANCE OR BREACH
THEREOF OR THE RELATIONSHIPS ESTABLISHED HEREUNDER, CUSTOMER AND SPECTRUM EACH HEREBY WAIVES
ITS RIGHT, IF ANY, TO TRIAL BY JURY.
(g) Joint Preparation. Both parties had the opportunity to review and participate in the negotiation of the terms of this Service
Agreement and the Service Order(s) and, accordingly, no court construing this Service Agreement and any Service Order(s) shall
construe it more stringently against one Party than against the other.
(h) Lo Third Party Beneficiaries. The terms of this Service Agreement and the parties' respective performance of obligations as
described are not intended to benefit any person or entity not a Party to this Service Agreement, and the consideration provided
by each Party hereunder only runs to the respective parties her and that no person or entity not -a Party to this Service
Agreement shall have any rights hereunder nor the rightto require performance of obligations by either of the parties hereto.
(I) Waiver. Except as otherwise provided herein, the failure of Spectrum to enforce any provision of this Service Agreement shall not
constitute or be construed as a waiver ofsuch'provision or of the right to enforce such provision.
0) Remedies Cumulative and Nonexclusive. Unless stated otherwise herein, all rights and remedies of the Parties under this Service
Agreement shall be cumulative, nonexclusive and in addition to, but not In lieu of, any other rights or remedies available to the
Parties whether provided by law, in equity, by statute or otherwise. The exercise of any right or remedy does not preclude the'
exercise of any other rights or remedies. -
(k) Exhibit A. As a point of clarification, Exhibit A attached hereto contains the current Services of Customer
Commercial Bulk Services Agreement v.161213 CONFIDENTIAL Page 12 of 31
02016 Charter Communications. All Rights Reserved.
Lynne P. Bell
E -signed 2017-12-0711:02PM PST
lynne.bell@charteccom i
25D-16
Attachment A
Spectrum Cable TV Service
("Cable TV Service")
Cable TV Service: These terms shall apply, in addition to the Commercial Terms of Service and the respective Service Order (if
applicable) (collectively, the "Service Agreement"), if Customer elects to receive Cable TV Service. Continued use or reception of the
Cable TV Services is subject to this Service Agreement. Cable TV Service Includes basic, expanded basic/cable programming
services, and digital cable services. Music Choices shall also be considered a part of the Cable TV Service.
1. Must c Rights Fees, Customer Is responsible for and. must secure any music rights and/or pay applicable fees required by the
American Society of Composers, Authors & Publishers (ASCAP), Broadcast Music, Inc. (BMI) and SESAC, Inc. (SESAC) or their
respective successors, and any other entity, person or governmental authority from which a license is necessary or appropriate
relating to Customers. transmission, retransmission, communication, distribution, performance or other use of the Services.
2. Premium and Pav-Per-View. Customer may not: (i) exhibit any premium Services such as HBO or Showiline in any public of
common area; (ii) order or request Pay -Per -View (PPV) programming for receipt, exhibition or taping in a commercial
establishment or (iii) exhibit nor assist in the exhibition of PPV -programming in a commercial establishment unless explicitly
authorized to do so by agreement with an authorized program provider and subject to Spectrum's prior written consent
3. HD Formatted Programming. If Customer has selected High Definition ("HD") formatted programming; Customer is responsible for
provision, Installation and maintenance of the receiving equipment and/or facilities necessary for Its reception and display. Any
failure of Customer to fulfill the foregoing obligation shall not relieve Customer of Its obligation to pay the applicable MRCS or OTCs
for HD formatted programming. In the event that changesin technology require the use of specialized equipment to continue to
receive Cable TV Services, Spectrum shall provide such Equipment, and Customer shall pay for -such Equipment at the same rate
charged by Spectrum to commercial customers in the service. area in which Customers property receiving the Cable TV Service is
located.
4. Provision of Service. Without notice, Spectrum may preempt, rearrange, delete;add; discontinue, modify or otherwise change'sny
or all of the advertised programming comprising, packaging of, line-up applicable to, and/or distribution of its Cable TV Services.
5. Restrictions. Customer shall not and shall not authorize or permit any other person to (i) copy,. record, dub, duplicate, alter, make or
manufacture any recordings or other reproductions of the Cable TV Services (or any part thereof);: or (it) transmit the Cable TV
Services by any television or radio broadcast or by any other means or use the Cable TV Services outside the Service location.
Customer acknowledges that such duplication, reproductlon or transmission may subject Customer to criminal penalties and/or civil
liability and damages under applicable copyright and/or trademark laws. With respect to the music programming -composing a
portion of the Cable TV Services, Customer shall not, and shall not authorize or permit any other person to, do any of the following
unless Customer has obtained a then -current music license permitting such activity: (I) charge a cover charge or admission fee to
any Service Location(s) at the time the Cable TV Services are. being performed or are to be performed; (ii) permit dancing, skating
or other similar forms of entertainment or physical activity in conjunction with the performance of the Cable TV Services; or (iii)
Insert any commercialannouncementsInto the Cable TV Services or -interrupt any performance of the Cable TV Services for the
making of any commercial announcements.
6. Audit. Customer shall permit Spectrum to conduct audits at periodic Intervals as needed to ascertain, among other things,the
number of television sets receiving the Cable TV Service. In the event that any Spectrum audit reveals that Customers usage of
the Cable TV Service exceeds Customers rights under the Service Agreement and without abrogating or otherwise affecting
Spectrum's right to consider such activity a breach of the. Services Agreement, Customer shall pay Spectrum an amount equal to
one and a half times the MRCS 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 MRCS for such additional
usage.
7. Noninterference. 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 transmitted over any of the channels provided hereunder without the poor written consent of
Spectrum.
8. Charges. Without limiting the terms set forth elsewhere In. the Service Agreement, the MRCs set forth in a Service Order for Cable
TV Service do not include applicable taxes, regulatory fees, franchise fees or public access fees. Without limiting the terms set
forth elsewhere in the Services Agreement, the MRCS for the Cable TV Service are subject to change in accordance with
commercial Cable TV rate -Increases applied to - commercial customers.
Commercial Bulk Services Agreement v.161213 CONFIDENTIAL Page 13 of 31
02016 Charter Communications. All Rlghls'Reserved.
Lynne P. Bell
E -signed 2017-12-0711:02PM PST
lynne.bell@charter.com
Integrity Verified 25D-17 Adobe Sign Transaction,.
Attachment B
Spectrum Phone Service and PRI/SIP Trunk Service
(collectively, "Voice Service")
These terms shall apply, in addition to the Commercial Terms of Service and the respective Service Order (if applicable) (collectively,
the "Service Agreement'), if Customer elects to receive Voice Service. Continued use or reception of the Voice Service(s) is subject to
the Service Agreement. Voice Service includes Spectrum Phone Service and PRI/SIP Trunk Service.
Spectrum Voice Service is additionally governed by the terms and conditions contained In any applicable Service, Price and Terms
Gulde and any applicable tariff. The Spectrum Voice Service Tariff(s) and Service, Price and Terms Guideare located at Spectrum's
website, httWI/www.charter.comNisitoM/Pollcies.aspx?Policv=g (or any successor URL). In the event of a conflict between any
applicable Spectrum Voice Service Tariff(s) or Service,. Price and Terms Guide and this Service Agreement,. the Tariff and/or Guide
shelf control.
Customer's continuous use of Spectrum Voice Service(s) after Spectrum's Implementation of any change(s) to such Tariff(s) and/or
Guide, or Commercial Terns of Service, which may change from time to time, shall reflect Customer's agreement thereto. Customer
shall have the right to terminate the Spectrum Voice Service in the event Customer objects to any material change to the applicable
Tadff(s) and/or Guide that adversely affects Customer's rights under this Service Agreement by providing Spectrum with written notice
within sixty (60) days of such change and provided that Customer pays any unpaid or previously waived one-time charges and any
applicable early termination charges.
Service Types:
1. Spectrum Phone Service: If Customer selects to receive Spectrum Phone Service„ Customer will receive voice service
consisting of one or more lines or connections and a variety of features, as described more fully in the applicable Service
Order.
2. Spectrum SIP Trunk Service: If Customer selects to receive the Spectrum SIP Trunk Service, Customer will receive voice
and call processing services via eight or more concurrent call paths using a Session Initiation Protocol ("SIP") connection to
the Customer's private branch exchange (Including any hon -Spectrum switch, collectively, "PBX") or'other equipment,
facilities and/or services ("Customer -provided equipment" or "CPE'), and a 'variety of features, as described more fully In
the applicable Service Order.
3, Spectrum PRI Service: If Customer selects to receive Spectrum PRI Service, Customer will receive voice and call
processing services via a full (23B+1D channel) or fractional (1213+113 channel) Primary Rate Interface ("PRI") connection to
Customer's PBX or other CPE, and a variety of features, as described more fully in theapplicableService Order.
As a Spectrum SIP Trunk Service or Spectrum PRI Service customer,** Customer will receive:
Failover routing for business continuity: automatically reroutes all incoming calls to a pre -determined phone number In the
event of a service outage, PBX outage, or power outage affecting inbound call processing.
In addition, as a Spectrum SIP Trunk Service or Spectrum PRI Service customer," Customer may select to receive the
following Service options, if available at Customer's Service Location.
Call overflow for business continuity: automatically reroutes all inbound calls to a pre -determined phone number when all
channels are in use.
Custom Caller ID for Trunks: permits Customer to define the telephone number that Spectrum makes available to call
recipients for Caller ID purposes.
Customer Use:
Customer's use of the Voice Service is subject to the following additional terms and conditions:
1. 911 Services:
a. Customer acknowledges that the voice -enabled cable modem used to provide Spectrum Phone Service and the
Integrated Access Device ("IAD") used to provide Spectrum PRI Service or Spectrum SIP Trunk Service are electrically
powered and that Voice Service, Including the ability to access 91,1 services and alarm, security, medical and other
monitoring services, may not operate In the event of an electrical power outage or'a Spectrum 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 Spectrum -provided voice -enabled cable modem or IAD may enable service
for a limited period of time or not at all, depending on the circumstances, and that the use of a back-up power supply
does not ensure that Voice Service will be available in all circumstances. Customer shall specifically advise every end
Charter Communications, Inc. CONFIDENTIAL Page 14 of 31
Lynne P. Bell
E -signed 2017-12-0711:02PM PST
lynne.bell@charter.com i
Document Integrity Verified
25D-18
user of Voice Service that Spectrum voice -enabled customer premises equipment is electrically powered and, In the
event of a power outage or Spectrum network failure, Voice Service and 911 may not be available. Customer shall
distribute to all end users of Voice Service labels/stickers (to be supplied by Spectrum) and Instruct all and users of
Voice Service to place them on our near the. equipment used In conjunction with Voice Service. The location and
address associated with Voice Service will be the address identified on the Service Order (the "Service Location"). -
b. Customer is not permitted to move Spectrum Equipment from the Service Location in which It has been Installed. If
Customer moves the voice -enabled cable modem or IAD to an address other than the Service Location Identified on
the Service Order, calls from the modem or IAD to 911 will appear to 911 emergency service operators to be coming
from the Service Location Identified on the Service Order and not the new address. Customer shall be solely responsible.
for directing emergency personnel at the customer premises at each Service Location.
c. In some geographic areas, Voice Service does not provide the capability to .support Enhanced 911 service from
multiple locations or from a location other than the Service Location. In those areas,. if Customer Intends to assign
telephone numbers to one or more locations other than the Service Location, Customershall obtain from the Incumbent
LEC, a competitive LEC, or Spectrum a local telephonelineor 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 911 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 SPECTRUM, 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 SERVICE LOCATION.
d. Customer will be notified by Spectrum as to whether the Voice Service to which Customer subscribes includes the
capability to support Enhanced 911 service from multiple locations or from a location other than the Service Location.
Customer agrees that Spectrum will not be responsible for any losses or damages arising as a result of the
unavailability of Voice Service, including the inability to reach 911 or other emergency servioes,'the Inability to contact
a security system or remote medical or other monitoring service provider or any failure orfaultrelating to Customer -
provided equipment, facilities or services, the use of third -party enterprise 911 solutions, or Customer's attempt to
access Voice Service from,a remote location.
e. By purchasing the Services, Customer certifies that Customer shall not use the Services, or allow the Services to be used: i) to
provide 911 or E911 services; 11) route 911 or E911 traffic to any public safety answering point, statewide default answering
point, or appropriate local emergency authority or emergency responders;, or Iii) for any Automatic Location Information
services related to E911. In addition, Customer shall not use the Services, or allow the Service to be used, in a manner that
would cause, or be likely to cause, Spectrum to qualify as a "Covered Service Provider' as defined In 47 C.F.R. §12.4 or any
successor rules of the Federal Communication Commission ('FCC'). Any breach of this provision shall constitute a material
breach of this Agreement and Spectrum shall have the Immediate right, without notice or penalty, to Terminate this Agreement
or, in Spectrum's acts discretion, suspend Services to Customer.
2. Customer Caller -ID: If Customer activates Custom Caller ID for Trunks, which permits a customer to define the telephone
number that Spectrum makes available to call recipients for Caller ID purposes, the telephone number chosen must be
active and assigned to Customer. Custom Caller ID for Trunks may be used only where Customer employs a customer
premises equipment solution that ensures that 911 and other emergency calls placed by an end user are routed to an
appropriate public safety answering point or other responding agency based on the caller's locatlon,'In a manner consistent
with applicable law. If Customer activates the Customer Caller ID feature, they must configure their PBX, to out -pulse a telephone
number that is active in their Spectrum account and accurately Identifies the service location address for all outbound emergency
911 calls to be handled by that PBX. By activating Custom Caller ID for Trunks, Customer represents and warrants that it
employs such a customer premises equipment solution and agrees to continue using such a solution until Customer
discontinues its use of Custom Caller ID for Trunks. Telemarketers or other entities using Custom Caller ID for Trunks must
comply with applicable federal and state laws, including obligations requiring Identification of: (1) the lelemarketer or the
party on whose behalf the telemarketing call is made and (ii) the calling party's number ("CPN"), automatic number
identillwtion ('ANI"), or customer service number of the party on whose behalf the telemarketing call is made. The use of
substitute or fictitious CPN. ANI, or other calling party Information is prohibited. Custom Caller ID :for Trunks may not be
used by any person or entity In connection with any unlawful purpose:
3. Monitoring/Alarm Systems: Customer acknowledges that Spectrum does not guarantee that Voice Servicewill 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 tovalidatethat 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
Commercial Bulk Services Agreement v.161213 CONFIDENTIAL Page 15 of 31
02016 Charter Communications. All Rlghts.Reserved.
Lynne P. Bell
E -signed 2017-12-0711:02PM PST_
lynne.bell@charter.com s
=i
Alob<
25D-19
manner, and confirming that the Alarm Services and any related Customer -provided equipment, facilities and systems that
are connected to Voice. Service operate properly. Customer is solely responsible for any and all costs associated with this
activity.
4. Customer Equipment: Spectrum's obligation is to provide Voice Service to the customer -accessible Interface device or
equipment installed by Spectrum at the Spectrum 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 Voice Service and connecting such equipment,
facilities and systems to the Spectrum network interface device or equipment. Customer must notify Spectrum at least
seventy-two (72) hours prior to Customers scheduled Installation appointment if Customer seeks to reschedule installation
for any reason. Additional charges may apply for non-standard Installation and missed installation appointments.
5. Access: Customer agrees to provide Spectrum 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 Voice Service over existing wiring. Customer hereby authorizes Spectrum to make any requests to Customer's
landlord, building owner and/or building manager, as appropriate, and to make any requests to other or prior
communications service providers, as necessary and appropriate; to ensure that Spectrum has all access to inside wiring
and cabling necessary andsufficient to efficiently and securely Install Voice Service and all related equipment.
6. CPNI: 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 Spectrum pursuant to Its provision of Voice
Service will be protected by Spectrum as described herein, in the 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 (it) aggregated and/or compiled Information that does not contain customer -specific references, even if
CPNI was used as a basis for such information.
a. Spectrum may use and disclose Calling Details and CPNI when required by applicable law. Spectrum 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; (it) pursuant to applicable law; (Iii) to protect the Interests of Spectrum, 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 Spectrum's network systems; and (v) to market additional Spectrum services to Customer that are of
the same category as the services that Customer purchases from Spectrum.
b. Spectrum will obtain Customer's consent before using Calling Details or CPNI to market to Customer Spectrum
services that are not within the categories of Services that Customer purchases from Spectrum. Customer agrees that,
except as provided In the Terms and Conditions and applicable law, Spectrum will not be liable for any losses or
damages arising as a result of disclosure of Calling Details and CPNI.
c. Spectrum will respond to Customer requests for Customer Catling Details only in compliance with Spectrum'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. Spectrum
will notify Customer of any requests to change account passwords, activate online account access and change
Customer's account address of record. Spectrum may provide such notice byvoicemall, by email or by regular mail to
Customer's prior account address of record.
d. Customer may identify a person or persons who are authorized to request Calling Details by executing an Agency
Letter provided by Spectrum upon request, at Customer's option. Customer Is responsible for: (i) ensuring that
Spectrum receives timely notice of any changes to the list of authorized individuals subject to the Agency Letter.
Spectrum will not be liable to Customer for any disclosure of Calling Details (including CPNI) that occurs if Spectrum
has complied with the Agency Letter.
7. Directory Listings: In the event that a material error or omission in Customer's directory listing Information, regardless of
form, is caused by Spectrum, Customer's sole and exclusive remedy shall be a partial service credit in an amount set by
Spectrum's then -current standard policies or as prescribed by applicable regulatory requirements, If any. Notwithstanding
the foregoing, Spectrum shall have no other liability for any error or omission in any directory listing Information. _
S. Minute Packages: If a minutes of use ("MOU") package of minutes are exceeded, additional minutes will be charged at the
standard domestic long distance rates listed at www.charter.com (or successor URL).
9. Number Porting: Upon submission of a Service Order, Customer may port a telephone number within the rate center for its
particular Service Location to Spectrum for use with Spectrum PRI Service or Spectrum SIP Trunk Service. Customer
represents and warrants that It has all necessary rights and authority for any porting request, will provide copies of letters of
authority authorizing the same upon request, AND SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS SPECTRUM AND ITS
AFFILIATES FROM ANY THIRD -PARTY CLAIM RELATED TO OR ARISING OUT OF ANY PORTING REQUEST. Spectrum shall
Commercial Bulk Services Agmementv.161213 CONFIDENTIAL Page 16 of 31
02016 Charter Communications. All Rights Reserved.
Lynne P. Bell
E -signed 2017-12-0711:02PM PST
lynne.bell@charter.com {
' I
1
® " Document Integrity Verified Adob<vgrlmnsacson
25D-20
coordinate telephone number porting with Customer's former local service provider ('FLSPI using the operational process for
coordinating telephonenumber porting as prescribed by the appropriate regulatory authority- Spectrum shall port in a telephone
number using one of the following agreed upon methods:.
a. Spare Equipment Cut. "Spare Equipment Cut" means that Customer will provide sufficientapare Customer equipment,. such as
line cards, for connection of Spectrum's Service(s) prior to telephone number porting. Spectrum and Customer shall verify the
operational stability of the Servico(s) in advance of. Spectrum Issuing a request to port Customer's telephone numbers from
Customer's FLSP to Spectrum's Service. Customer acknowledges and accepts that the porting process Involves the updating
of multiple databases, and may result in an outage of Service during such updates.
b, Hot Cut — Business Hours. "Hot Cut" means that Customers existing service Is disconnected prior to Customer connecting
Customers equipment to Spectrum's Service which, In tum, occurs prior to the scheduled telephone number port change.
"Business Hours' means 8:00 AM to.5:00 PM, Monday through Friday, excluding Holidays. Spectrum will use reasonable
efforts to resolve any Issues arising during the Hot Cut prior to the execution of the pat change and may cancel the port
change at Customers request. Customer acknowledges that a Hol Cut necessarily results In an interruption of Customers
telephone service thereby exposing Customer to risks associated with Inabilitytomake or receive telephone calls. Customer
accepts all liability for any loss or damage arising out of or related to such aninterruption.
c. Hot Cut—After Hours. For purposes of this section, Hot Cut has the same meaning as above. 'After Hours' means any time
outside of Business Hours. Spectrum will use reasonable efforts to resolve any Issues arising during the Hot Cut prior to the
execution of the port change. At Customers request, Spectrum shall make reasonable efforts to cancel the port request but
unavailability of -necessary third party resources may prevent Spectrum from effecting such cancellation. Customer
acknowledges that a Hot Cut necessarily results In an interruption of Customers telephone service thereby exposing
Customer to risks associated with Inability to make or receive telephone calls. Additionally, Customer acknowledges that
Customers choice of an After Hours Hot Cut exposes Customer to the additional risk of an extended outage due to
unavailability of necessary third -parry resources to cancer a porting request or resolve a trouble report. Customer accepts all
liability for any loss or damage.arising out of or related to such an interruption or outage.
Spectrum may receive requests to port atelephone number currently assigned to Customer to a third party service provider.
Customer agrees that until such time as the porting,process has been completed and no further traffic for any ported telephone
number traverses Spectrum's network. Customer shall remain bound by the terms of the Agreement and this Attachment
(Including, without limitation, Customers obligation to pay for any applicable Services) for any and all traffic which remains on any
Customer telephone numbers. Notwithstanding the foregoing, Customer shall notify Spectrum at least five (5) business days in
advance of Customer requesting more than twenty (20) telephone numbers to be ported from Spectrum to another service
provider.
10. Call OverflowlFailover: If a Spectrum PRI Service or -Spectrum SIP Trunk Service customer elects to receive the call
overflow or failover 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 Spectrum 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 against Customer's MOU.package on the account or,
If exceeded, at the applicable long distance rates.
11. Dedicated Internet Bundles: If Customer purchases a discounted bundled offering from Spectrum Including a Spectrum SIP
Trunk Service or Spectrum PRI Service combined with Spectrum Dedicated Internet Access, Customer must have the voice trunk
Installed and billing within four months after the provisioning and tum -up of the bundled data circuit. The monthly recurring charge
will revert to the non -bundled rate for the installed service If Customer fails to accept both,Services within this timeframe.
For those customers that purchased the Time Warner Cable Business Class PRI Service prior to April 1, 2013, call overflow
and Pailoverrouting maybe available on an individual case basis, as determined, by Spectrum. Please contact your Spectrum
sales representative for further information.
Commercial Bulk Services Agreement v.161213 CONFIDENTIAL. Page 17 of 31
02016 Charter Ccmm inicalions. All Rights Reserved.
Lynne P. Bell'
E -signed 20IT-12-0711:02PM_PST
lynne.betl@chartecmm
+Document integrity Verified
25
Attachment C
Business Internet Access and Fiber Internet Access
(collectively, "Data Services")
1. Internet Access Services. These terms shall apply, in addition to the Commercial Terms of Service and the respective Service
Order (if applicable) (collectively, the 'Service Agreement"), if Customer elects to receive one or more of the Services described
herein (for purposes of this Attachment, the "Data Servlceal. Continued use or receipt of the Data Services is subject to this
ServiceAgreement. Spectrum's provision or any Data Service is subject to availability.
Spectrum's Data Services are comprised of the following:
a. Business Internet Access ("BIA Service"): BIA Service Is Internet access service Implemented using a hybrid fiber/coax
("HFC") access network. The Customer interface to a able modem is via Ethernet connection. BIA Service enables a variety
of asymmetrical upstream and downstream rates. If Customer selects to receive the BIA Service, 'Spectrum shall provide
connectivity from the Customer site(s) to the Customer's data network.
b. Fiber Internet Access ("FIA Service"): If Customer elects to receive the FIA Service, Spectrum shall provide Customer with
a dedicated, scalable connection over a packet -based Infrastructure with Internet service provider ("ISP") peering between
Customer's data networkidentified on a Service Order and Spectrum's facilities.
2. Customer Use. Customer's use of the Data Services is subject to the following additional terms and conditions:
a. Responsibility: Customer shall (i) maintain certain minimum equipment .and software to receive. the Data Service (see
www.business.spectrum.com (or the applicable successor URL) for the current specifications); (ii) ensure that any person who
has access to the Data Services through Customer's computer(s), Service Location, facilities or account shall comply with the
terms of this Service Agreement, (iii) be .responsible for all charges Incurred and all conduct, whether authorized or
unauthorized, caused by use of Customer's computers, service locations, facilities or account using the Data Services.
b. Data Service Speeds: Spectrum shall use commercially reasonable efforts to achieve the Internet speed attributable to the
Data Services selected by Customer on the Service Order, however, actual Internet speeds may vary. Many factors affect
speed including, without limitation, the number of workstations using a single connection. Each ber 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 Spectrum network congestion, time of day and the accessed
website servers, among other factors.
c. Electronic Addresses: All e-mail addresses, e-mail account names, and IP addresses ("Electronic Addresses") provided by
Spectrum are the property of Spectrum. Customer may not alter, modify, sell, lease, assign, encumber or otherwise tamper
with the Electronic Addresses.
d. Changes of Address: Spectrum may change addressing schemes, Including e-mail and IP addresses.
e. No Liability for Risks of Internet Use: The Service, Spectrum's network and the Internet are not secure, and others may
access or monitor traffic.
f. No Liability for Purchases: Customer shall be solely liable and responsible for all fees or charges for online services,
products or information. Spectrum shall have no responsibility to resolve disputes with other vendors.
g. Blocking and Filtering: Customer assumes all responsibility for providing and configuring any "firewall" or security measures
for use with the Data Service. Except to the extent set forth in the Supplemental Spectrum Business Security Service Section,
Spectrum shall not be responsible in any manner for the effectiveness of these blocking and filtering technologies. Spectrum
does not warrant that others will be unable to gain access to Customer's computer(s) and/or data even If Customer utilizes
blocking and filtering technologies, nor does Spectrum warrant that the data or files will be free from computer viruses or other
harmful components. Spectrum has no responsibility and assumes no liability for such acts or occurrences.
h. Acceptable Use Policy: Customer shall comply with the terms of Spectrums Acceptable Use Policy ('AUP') found at
www.charter.wm (or the applicable. successor URL) and that policy is incorporated by reference into this Service Agreement.
Customer represents and warrants that Customer has read the AUP and shall be bound by its terms as they may be
amended, revised, replaced, supplemented or otherwise changed from time -to -time by Spectrum with or without notice to
Customer. Spectrum may suspend Service Immediately for any violation of the Spectrum AUP.
Commercial Bulk Services Agreement v.161213 CONFIDENTIAL Page 18 of 31
®2016 Charter Communications. All Rights Reserved.
Lynne P. Belt
E -signed 2017-12-0711:02PM PST
lynne.bell@charter.com
Document Integrity Verified Adobe Agn Tran.,U.n Number.
25D-22
1. Managed WiFI Services: Managed WiFi Services Include Spectrum owned equipment to establish wireless access points to
enable designated users of the Customer's choice to wirelessly access the Data Service. Access to the Data Service:. via.
Managed WiFi is subject to all of the.same terms under this Agreement.
J. Supplemental Managed Security Service: This subsection shall only apply in the event Spectrum's supplemental Managed
'Security Service has been selected by and is being delivered to Customer. The.Managed Security Service may include
software, firmware, and hardware components. Spectrum makes no warranties of any kind (express or Implied) regarding the
Managed Security Service and hereby disclaims any and all warranties pertaining thereto (including without. limitation Implied'
warranties of title, noninfringement, merchantability, and fitness for a specific purpose). Spectrum does not have title to and is
not the manufacturer or supplier of any software, firmware, or hardware components of the Managed Security Service.
Customer shall return or destroy all such components provided to Customer upon the'termination of the applicable Service.
Order, and In the case of destruction thereof, shall upon request, provide Spectrum with certification that such components
have been destroyed. IN NO EVENT SHALL. SPECTRUM BE LIABLE FOR ANY DAMAGES ARISING FROM THE
PERFORMANCE, NONPERFORMANCE, OR.USE OF ANY SUPPLEMENTAL SERVICES.
Commercial Bulk Services Agreement v.161213 CONFIDENTIAL Page 19 of 31
02016 Charter Communications. All Rights Reserved.
Lynne P. Bell
E -signed 2017-12-0711:02PM PST
lynne.bell@cha rteccorri
J1,
Integrity Verified naobe shgnnawmon
25D-23
Attachment D
Spectrum Data Transport Services: Ethernet Solutions
("Ethernet Service")
These terms shall apply, in addition to the Commercial Terms of Service and the respective Service Order (If applicable) (collectively,
the "Service Agreement"), If Customer elects to receive Ethernet Service and continued use or reception of the Ethernet Service is
subject to the this Agreement.
Spectrum will provide Ethernet Services for Customer locations connected over coaxial and/or fiber-optic cable. Connectivity is
established between two or more Customer end-points under a unique customer topology. Spectrum will Install the coaxial or fiber-optic
cable Into each Customer site as listed in the Service Order(s). Spectrum will also supply an edge device at each site that will be
capable of receiving the Service as specified in the Service Order(s).
Customer's use of Ethernet Service Is subject to the following additional terms and conditions:
1. Avallabillty: Spectrum's provision of Ethernet Services is subject to availability.
2. Interference: Spectrum shall have the right to disconnect (or demand the immediate disconnection of) any Ethernet Service that
degrades any service provided to other subscribers on the Spectrum network.
3. Hand -Off Point: Spectrum will terminate fiber-optic cable on a patch panel or provide a coaxial outlet at an agreed upon minimum
point of penetration (MPOP) up to 50 feet within each facility (unless otherwisespecified in the Service Order). If the handoff point
of the Ethernet Service at Customers premise exceeds this distance. Customer may be responsible for any additional costs for
Internal wiring.
4. Facilities: Customer will make available to Spectrum a building ground connection at each location that meets current electrical
codes for the placement of a fiber-optic patch panel and/or coaxial outlet. Unless otherwise specified In the applicable Service
Order, it is recommended that Customer provide a separate 20 Amp 110V AC circuit for the edge electronics, which is powered by
a UPS system. Customer -supplied routing will be necessary for communication between each Service Location.
S. Optical Ethernet EP -Lan: For Optical Ethernet EP -LAN, Spectrum requires Customer to use Layer3 / IP Interfaces and routing on
WAN Interfaces as opposed to Laye2. The enhanced risk of total service degradation as a result of broadcast storms or other
industry known Laye2 vulnerabilities warrants this requirement. Using Layer3! IP Interfaces requires only a. single MAC. address to
be learned on the UNI.
6. Interstate vs. Intrastate. Customers use of Ethernet Services is presumed to be jurisdictionally interstate, pursuant to the
Federal Communications Commission's mixed use "10% Rule" (47 C.F. R. 36.154, 4 FCC Red. 1352). It is Customers sole
responsibility to notify Spectrum if Customers use of the Service is not jurisdictionally Interstate pursuant to the 10% Rule and, so
long as Customers use of the Service remains not jurisdictionally Interstate, Customer must certify at least annually that this
condition remains in effect, using the form and format available upon request from Spectrum. If Customer fails to provide such
certification or If the Customer's certification is Inaccurate or invalid, Customer shall be liable for any resulting fees, renes, penalties
and/or costs Incurred by Spectrum. In addition, if Spectrum determines that Customer's use of the Ethernet Services Is likely to be
deemed not to be jurisdictionally Interstate, and therefore that Spectrum's provision of the Ethernet Services is likely to put
Spectrum or its licenses,, permits or business at risk, or otherwise cause financial, regulatory or operational, problems for Spectrum,
then Spectrum 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 Spectrum with satisfactory assurances that Customers use of Ethernet Services shall
be deemed to be jurisdictionally interstate or (b) Customer is otherwise brought Into full compliance with any applicable laws and
regulations.
7. Restrictions: By purchasing the Services, Customer certifies that Customer shall not use the Services, or allow the Services to
be used: i) to provide 911 or E911 services; II) route 911 or E911 traffic to any public safety answering point, statewide default
answering point, or appropriate local emergency authority or emergency responders; or III) for any Automatic Location Information
services related to E911. In addition, Customer shall not use the Services, or allow the Service to be used, in a manner that would
cause, or be likely to cause, Spectrum to qualify as a "Covered Service Provlder" as, defined in 47 C.F.R. §12.4 or any successor
rules of the Federal Communication Commission ("FCC"). Any breach of this provision shall constitute -a material breach of this
-Agreement and Spectrum shall have the immediate right, without notice or penalty, to terminate this Agreement or, in Spectrum's
sole discretion, suspend Services to Customer.
Commercial Bulk Services Agreement v.161213 CONFIDENTIAL Page 20 of 31
02016 Charter Communications. All Rights Reserved.
Lynne. P. Bell
E -signed 2017-12-0711:02PM PST
lynne.bell@chartec.com
Document Integrity Verified Adobe signTnnvcUon
25D-24
25D-25
Attachment F
Spectrum Hosted Voice, Spectrum Hosted Voice for Hospitality, Spectrum Hosted Call Center,
Spectrum Unified Communications (collectively, "Hosted Communications Service")
These terms shall apply, in addition to the Commercial Terms of Service and the respective Service Order (if applicable) (collectively,
the 'Service Agreement"), if Customer elects to receive Hosted Communications Service and continued use or reception of the Hosted
Communications Service Is subject to the this Agreement.
1. Hosted Communications Services:
a. Spectrum Hosted Voice: If Customer selects to receive Hosted Voice Service delivered over fiber, Customer will receive a
combination of (i) voice service consisting of one or more telephone lines, (it) a variety of features, and (Ili) voice service
technical assistance.
b. Spectrum Hosted Voice for Hospitality: If Customer selects to receive Hosted Voice for Hospitality Service delivered over
fiber or coax, Customer will receive a combination of (I) voice service consisting of one or more telephone lines, (it) a variety of
features, and (Iii) voice service technical assistance: Customer may also receive Property Management System integration
and other services,. including a variety of features, as described more fully In the applicable Service Order.
c. Spectrum Hosted Call Center. If Customer selects to receive Spectrum Hosted Call Center Service,, Customer will receive a
combination of (1) voice service consisting of one or more telephone lines, (ii) a variety of features, and (iii) voice service
technical assistance, as described more fully in the applicable Service Order.
d. Unified Communications: If Customer selects to receive Unified Communications features that are added onto a Spectrum
Hosted Voice Service, Customer will receive a combination of (i) instant messaging and presence service, (ii) video calling
service, (iii) desktop sharing service, and (Iv) web collaboration service, as described more fully In the applicable Service
Order.
2. Customer's Use: Customer's use of Hosted Communications Service issubject to the following additional terms and conditions
a. 911 Services:
I. Customer acknowledges that the voice -enabled fiber connection or cable modem used to provide Hosted
Communications Service are electrically powered and that the Servlce,'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
Spectrum 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 Spectrum -provided voice -enabled fiber connection,
cable modem or other hardware used in delivering the Hosted Communications Service may enable service fora limited
period of time or not at all, depending on the circumstances, and that the use of a back-up power supply does not ensure
that the Hosted Communications Service will be available in all circumstances. Customer shall specifically advise every
end user of the Hosted Communications Service that the Spectrum voice -enabled customer premises equipment is
electrically powered and, in the event of a power outage or Spectrum network failure, the Hosted Communications
Service and 911 may not be available. Customer shall distribute to all end users of the Voice Services labels/stickers (to
be supplied by Spectrum) and instruct all end users of the Voice Services to place them on or near the equipment used
in conjunction with the Hosted Communications Service. The location and address associated with the Hosted
Communications Service will be the address identified on the Service Order (the "Service Location').
II. Customer is not permitted to move Spectrum Equipment from the Service Location In which It has been installed. If
Customer moves any of the Spectrum Equipment to an address other than the Service Location Identified on the
Service Order, calls from the Equipment to 911 will appear to 911 emergency service operators to be coming from the
Service Location identified on the Service Order and not the new address. Customer shall be solely responsible for
directing emergency personnel at the customer premises at each Service Location.
111. In some geographic areas, the Hosted Communications Service does not provide the capability to support Enhanced
911 service from multiple locations or from a location other than the Service Location. In those areas, If Customer
Intends to assign telephone numbers to one or more locations other than the Service Location, Customer shall obtain
from the incumbent LEC, a competitive LEC, or Spectrum a local telephone line or lines and ensure that: (1) the
address(es) associated with the additional locatlon(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 911
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
SPECTRUM, 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 HOSTED COMMUNICATIONS SERVICE FROM
LOCATIONS OTHER THAN THE SERVICE LOCATION.
Commercial Bulk Services Agreement v.161213 CONFIDENTIAL Page 22 of 11
02016 Charter Communications. All Rights Reserved.
Lynne. P. Bell
E -signed 2017-12-0711:02PM PST
lynne.bell@charter.com
25D-26
Iv. Customer will be notified by Spectrum as to whether the Hosted Communications Service to which Customer
subscribes Includes the capability to support Enhanced 911 service from multiple locations or from a location other than
the Service Location. Customer agrees that Spectrum will not beresponsible for any losses or damages arising as a
result of the unavailability of Hosted Communications Service, including: (1) the .Inability to reach 911 or other
emergency services; (2) the inability to contact a security system or remote medical or other monitoring serviceprovider
or any failure or fault relating to Customer -provided equipment, facilities or services; or (3) the use of third -party
enterprise 911 solutions or Customer's attempt to access Hosted Communications Service from a remote location.
V. By purchasing the Services. Customer certifies that Customer shall not use the Services, or allow the Services to be
used: 1) to provide 911 or E911 services; ii) route 911 or E911 traffic to any public safety answering point, statewide
default answering point, or appropriate local emergency authority or emergency responders; or iii) for any Automatic
Location Information services related to E911. In addition, Customer shall not use the Services, or allow the Service to
be used, In a manner that would cause, or be likely to rause, Spectrum to qualify as a "Covered Service Provider' as,
defined In 47 C.F.R. §12.4 or any successor rules of the Federal Communication Commission ('FCC'). Any breach of
this provision shall constitute a material breach of this Agreement and Spectrum shall have the Immediate right, without
notice or penalty, to terminate this Agreement or, in Spectrum's sole discretion, suspend Services to Customer.
3. Monitoring/Alarm Systems: Customer acknowledges that Spectrum does not guarantee that Hosted Communications Service
will operate with alarm, security, medical and/or other monitoring systems and services or Customer -provided equipment, facilities
and sen ices.CAlarn 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 the Hosted Communications 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 Hosted Communications Service operate. properly. Customer is solely responsible for any and all costs
associated with this activity.
4. Customer Equipment: Spectrum's obligation Is to provide Hosted Communications Service to the customer -accessible Interface
device or equipment Installed by Spectrum at the Spectrum 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 Hosted Communications Service and connecting. such equipment,
facilities and systems to the Spectrum network interface device or equipment. Customer must notify Spectrum at least seventy-two
(72) hours prior to Customer's scheduled installation appointment if Customer seeks to reschedule Installation for any reason.
Additional charges may apply for non-standard installation and missed Installation appointments.
5. Access: Customer agrees to provide Spectrum and its authorized agents with access to Customer's internal telephone or Local
Area Network (LAN) wiring at the network interface device or at some other minimum point of entry in order to facilitate the
Installation and operation of Hosted Communications Service over existing wiring. Customer hereby authorizes Spectrum to make
any requests to Customer's landlord, building owner and/or building manager, as appropriate, and to make any requests to other or
prior communications service providers, as necessary and appropriate, to ensuredhat Spectrum has all access to inside wiring and
cabling necessary and sufficient to efficiently and securely Install Hosted Communications Service and all related equipment.
6. CPNI: Information relating to Customer calling details ("Calling Details"), including the quantity, configuration, type, destination and
'amount of usage by Customer, and information contained In Customer's bills (collectively, "Customer Proprietary Network
Information' ar "CPNI), that is obtained by Spectrum pu suant to Its provision of Hosted Communications Service will be protected
by Spectrum as described herein, in the 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 (it) aggregated
and/or compiled information that does not contain customer -specific references, even if CPNI was used as a basis for such
Information.
a. Spectrum may use and disclose Calling Details and CPNI when required by applicable law. Spectrum 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: (1) to provide services and bills to Customer, (li).
pursuant to applicable law; (III) to protect the Interests of Spectrum. 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 Spectrum's network
systems; and (v) to market additional Spectrum services to Customer that are of the same category as the services that
Customer purchases from Spectrum.
b. Spectrum will obtain Customer's consent before using. Calling Details or CPNI to market to Customer Spectrum services that
are not within the categories of Services that Customer purchases from Spectrum. Customer agrees that, except as provided
in this Service Agreement and applicable law, Spectrum will not be liable for any losses or damages arising as a result of
disclosure of Calling Details and CPNI;
c. Spectrum will respond to Customer requests for Customer Calling Details only in compliance with Spectrum'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. Spectrum will notify Customer of
any requests to .change account passwords, activate online account access and change Customer's account address of
Commercial Bulk Services Agreement v.161213 CONFIDENTIAL Page 23 of 31
02016 Charter Communications. AIL Rights Reserved.
Lynne P. Bell
E -signed 2017.12-0711:02PM PST
lynne.beti@charter.com
® r/ Document Integrity Verified Adobe
25D-27
record. Spectrum may provide such notice by voicemail, by email or by regular mail to Customers prior account address of
record.
d. Customer may identify a person or persons who are authorized to request Calling Details by executing an Agency Letter
provided by Spectrum upon request. Customer Is responsible for ensuring that. Spectrum receives timely notice of any changes
to the list of authorized individuals Identified on the. Agency Letter. Spectrum will not be liable to Customer for any disclosure of
Calling Details (including CPNI) that occurs if Spectrum has complied with the Agency Letter.
7. Directory Listings: In the event that a material error or omission In Customers directory listing Information, regardless of form, is
caused by Spectrum, Customers sole and exclusive remedy shall be a partial service credit in an amount set by Spectrum's then -
current standard policies or as prescribed by applicable regulatory requirements, if any. Notwithstanding the foregoing, Spectrum
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
http://enterpdse.spectrum.com.
B. Number Porting: Upon submission of a Service Order, Customer may port a telephone number within the rate center for its
particular Service Location to Spectrum for use with Spectrum PRI Service or Spectrum SIP Trunk Service. Customer
represents and warrants that It has all necessary rights and authority for any porting request, will provide copies of letters of
authority authorizing the same upon request, AND SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS SPECTRUM AND ITS
AFFILIATES FROM ANY THIRD -PARTY CLAIM RELATED TO OR ARISING OUT OF ANY PORTING REQUEST. Spectrum shall
coordinate telephone number porting with Customers former local service provider ("FLSP") using the operational process for
coordinating telephone number porting as prescribed by the appropriate regulatory authority. Spectrum shall port in a telephone
number using one of.the following agreed upon methods.
a. Spare Equipment Cut "Spare Equipment Cur means that Customer will provide sufficient spare Customer equipment,. such
as line cards, for connection of Spectrum's Service(s) prior to telephone number porting. Spectrum and Customer shall verify
the operational stability of the Service(s) in advance of Spectrum Issuing a request to port Customer's telephone numbers
from Customers FLSP to Spectrum's Service. Customer acknowledges and accepts that the porting process Involves the
updating of multiple databases and may result in an outage of Service during such updates.
b. Hof Cut — Business Hours. "Hot Cut- means that Customers existing service is disconnected prior to. Customer connecting
Customers equipment to Spectrum's Service which, in turn, occurs prior to the scheduled telephone number port change.
"Business Hours' means 8:00 AM to 5:00 PM, Monday through Friday, excluding Holidays. Spectrum will use reasonable
efforts to resolve any Issues arising during the Hot Cut prior to the execution of the port change and may cancel the port
change at Customers request. Customer acknowledges that a Hol Cut necessarily results inanInterruption of Customers
telephone service thereby exposing Customer to risks associated with inability to make or receive telephone calls. Customer
accepts all liability for any loss or damage arising out of or related to such an Interruption.
c. Hot Cut.—After Hours. For purposes of this section, Hot Cut has the same meaning as above.'After Hours" means any time.
outside of Business Hours. Spectrum will use reasonable efforts to resolve any Issues arising during the Hot Cut prior to the
execution of the port change. At Customers request, Spectrum shall make reasonable efforts to cancel the port request, but
unavailability of necessary third party resources ,may prevent Spectrum from effecting such cancellation. Customer
acknowledges that a Hot Cut necessarily results in an interruption of Customers telephone service thereby exposing
Customer to risks associated with Inability to make or receive telephone calls. Additionally, Customer acknowledges that
Customers choice of an After Hours Hot Cut -exposes Customer to, the additional risk of an extended outage due to
unavailability of necessary third -party resources to cancel a parting request or resolve a trouble report. Customer accepts all
liability for any loss or damage arising out of or related to such an interruption or outage.
Spectrum "may receive requests to port a telephone number currently assigned to Customer to a third party service provider.
Customer agrees that until such time as the porting process has been completed and no further traffic for any ported telephone
number traverses Spectrum's network, Customer shall remain bound by the terms of the Agreement and this Attachment
(including, without limitation. Customers obligation to pay for any applicable Services) for any and all traffic which remains on any
Customer telephone numbers. Notwithstanding the foregoing,Customer shall notify Spectrum at least five (5) business days in
advance of Customer requesting more than twenty (20) telephone numbers to be ported from Spectrum to another service
provider.
9. Unified Communications Services:
a. Unified Communications Services are available In personal computer and mobile phone or tablet application formats where
features, functionalities, and capabilities will differ based on the device used to access the Unified Communications Service.
Changes made to either the features, functionalities, or capabilities, or to the application user interface formats shall be at the
sole discretion of Spectrum.
b. Unified Communications Services are nonexclusive and nontransferable, and Customer shall prohibit use of the Unified
Communications Services by any third party other than the Customer for such Customers Internal business purposes.
Commercial Bulk Services Agreement v.161213 CONFIDENTIAL Page 24 of 31
02016 Charter Communications. All Rights Reserved.
Lynne P. Bell
E -signed 2017-12-0711:02PM PST
lynne.bell@charter.com
— 0 Document Integrity Verified Adobe Sl, Transaction rlumba: CBJCHaCbleA I.WKni0ll 6 YsIIENgmnSR,8.n ♦
c. Use of the Unified Communications Services by Customer does not permit or imply any passing of title, trade names, trade
dress, trademarks,service marks, commercial symbols, copyrightable materials, designs, logos, and/or any other Intellectual
property from Spectrum or Its third party vendors Involved in delivering the Unified Communications Services to Customer.
d. Third party vendors used by Spectrum in delivering the Unified Communications Services to Customer do not provide any
warranties, direct or Indirect, express or implied, to Customer for any and all damages, whether direct or Indirect, incidental or
consequential, arising from the use of the Unified Communications Services.
e. Customer shall not: (I) copy or, adapt the Unified Communication Services for any purpose, other than as specifically
permitted under this Agreement; (11) use the Unified Communication Services, other than (a) In accordance with all applicable
laws and regulations and (b) as set forth In the documentation provided by Spectrum to Customer; (iii) reverse engineer,
translate, decompile, or disassemble the Services; (Iv) use the Unified Communications Services in any outsourcing,
application service provider, time-sharing or service bureau arrangement, including, without limitation, any use to provide
services or process data for the benefit of, or on, behalf of, any third partyother than the Customer; (v) cause or permit the
disabling or circumvention of any security mechanism contained inor associated with the Unified Communications Services;
or (vi) delete, alter, cover, or distort any copyright or other proprietary notices or trademarks.
f. If Customer breaches any terms of this Agreement as they relate to the Unified Communications Services; Spectrum or its
third party vendors used in delivering the Unified Communications Services shall be entitled to enforce such terms to cure the
material breach.
g. Spectrum and any third party service provider Spectrum uses to provide Unified Communications Services may use
Customer data provided tosuchservice provider In the course of the performance of the Unified Communications Services,
Including but not limited to any personal data of Customer's employees (UCS Data-), other than content transmitted by the
Unified Communications Services, to (a) communicate with Spectrum or Customer, and (b) administer and/or perform this
Agreement, any Service Order, and/or any agreement between Spectrum and such third party service provider. Spectrum
and such service provider may access or disclose UCS Data and related Information, to: (1) satisfy legal requirements, comply
with the law or respond. to subpoenas, warrantsor court orders, or (it) acton a good faith belief that such access or disclosure
Is necessary to protect the personal safety of Spectrum's or such service provider's' employees, customers or the public.
Commercial Bulk Services Agreement v.161213 CONFIDENTIAL Page 25 of 31
02016 Charter Communications. AILRights Reserved.
Lynne P. Bell
E -signed 2017-12-0711:02PM PST,,
lynne.bell@charter.com
O Document Integrity Verified
25
Attachment G
Multi -Channel Video Service (Enterprise TV, Government TV, Hospitality TV, Healthcare TV,
Education/University TV)
Spectrum Enterprise shall provide the customized cable television programming ('Multi -Channel Video Service') to Customer's
Service Location(s) Identified In a Service Order, which programming shall be subject to change at Spectrum Enterprise's discretion;,
provided that Spectrum Enterprise 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 -Channel Video Service may include HBO,
Showtime,TMC, Cinemax, STARZ, Encore or Epix (collectively, "Premium Services`).
Spectmm Enterprise and Customer acknowledge that Customer has elected to receive 2 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 able to purchase the broadcast. basic level of service on a stand-alone basis.
Spectrum Enterprise owns and shall at all limes have the exclusive right to access, control, maintain, upgrade, use and operate Its
Multi -Channel Video Service and related Network and Equipment, except for (1) 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 Network or
Equipment is located that are owned by Customer or a third party, in which case (as between Customer and Spectrum Enterprise)
Customer shall own such Items and Customer hereby grants to Spectrum Enterprise the non-exclusive right to access and use such
space during the Order Term. The System is not, and shall not be deemed to be, affixed to or a fixture of the Service Location, and
nothing is Intended to convey any right or ownership of any portion of the Network or Equipment 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 Service
Location, except to the extent of any negligence or willful misconduct on the part of Spectrum Enterprise.
Customer's use of the Multi-Chanhel Video Service is subject to the following additional. terms and conditions:
1. Multi -Channel Video Service shall not include pay-per-view, video -on -demand, or any visual content other than the mutually -
agreed upon Mufti -Channel Video Service channel 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 -Channel 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. nor shall Customer authorize or approve of any copying,
taping or duplicating thereof. Mulfi-Channel Video Service Is available for use at commercial establishments and other non-
residential buildings (such as a bar, restaurant or fraternal organization). In commercial establishments with public viewing, only
the Multi -Channel Video Service lineup(s) that is approved for public viewing may be used.
3. Customer shall permit Spectrum Enterprise reasonable access to the Service Locations to inspect the Service Location 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, at its sole expense, shall furnish, install, program, secure, and maintain all Service connections within the Service
Location. The Service connections shall be installed and programmed by Customer in consultation with Spectrum Enterprise and
any specifications provided by Spectrum Enterprise to Customer In writing.
S. 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 channels provided without the prior written consent of Spectrum
Enterprise. Under no circumstances shall Customer have any right to encode, eller, 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 Spectrum Enterprise. The limitations of this paragraph shall not apply to
formatting of programming as agreed by Spectrum Enterprise and Customer.
6.Customer shall provide all first level contact and support to its authorized users relating to the Network. Equipment, 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 -Channel 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 Spectrum Enterprise, Customer shall contact the designated Spectrum Enterprise technical support
contact for resolution.
7.The inside wiring shall be Installed by Customer in consultation with Spectrum Enterprise and any specifications provided by
Spectrum Enterprise to Customer in writing. Spectrum Enterprise 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, Service 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 Spectrum Enterprise with access to the Property to inspect, monitor, repair, and/or replace
the Systems or Multi -Channel Video Service.
Commercial Bulk Services Agreement v.161213 CONFIDENTIAL Page 26 of 31
02016 Charter Communications. All Rights Reserved.
Lynne P. Bell
E -signed 2017-12-0711:02PM PST
lynne.bell@charteccom i
Adobe Sign TMa won Number.
25D-30
B. Notwithstanding anything to the contrary In the Master Agreement,. the MRCS for the Multi -Channel Video Service are subject to
change consistent with commercial Multi -Channel Video Service rateincreases: applied to commercial customers.
9. Customer's use of the Set Back Box Product ('SBB") available as part of the Multi -Channel Video Service (the'SBB Offering) is
subject to the following additional terms and conditions:
a. All terms set forth in this Attachment G shall apply to the SBB Offering except totheextent modified below.
b. Notwithstanding Section i above, the SBB Offering may Include certain video -on -demand programming.
c. Notwithstanding Section 4 above, Spectrum Enterprise 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 provisionand
use of appropriate tuners and Connections having HDTV compatibility.
d. If Customer desires for the front desk portal and the TV user Interface associaled,wilh the SBB Offering to be co -branded (with
Spectrum Enterprise's and Customers brands), then Customer shall provide Spectrum Enterprise a copy of Customers logo in
accordance with Spectrum Enterprise's technical specifications and hereby grants Spectrum Enterprise a right and license to use
such logo for purposes I of such co -branding.
Commercial Bulk Services Agreement v.161213 CONFIDENTIAL Page 27 of 31
02016 Charter Communications. All Rights Reserved.
Lynne P. Bell
E -signed 2017-12-0711:02PM PST
lynne.bett@charter.com
.:i
—6 Document lntegrityVerified �
yl
Exhibit A to No Agreement
The Parties acknowledge mat multiple: Service Orders are currently In affect for Customer, and that each Of these Service Orders shall be subject to Me terms and
condiUons of this Agreement Upon expiration of the Order Tam shown below In this Eahiblt the applicable SeMce Order shall automatically renew for successive
ane-month terms, unless either Spectrum or Customer affects to not renew ma Order Term by written notice provided to the other at lent 30 days In advance of the
expiration of the thencurrent Order Term or the Agreement or Service Order are m amise terminated In accordance with the Agreement
Service Address
CFapire�one0atsrm
(DD/MM/YY)
Activated
SStaR date of Order
Term)
Existing Term
(Months)
Existing
service
Curtant
Speetl
MRC
122 Newhape St Santa Ana 92703
06/19/17
12/152014
36
EVPL
20 Mops
$840.00
024W3rd SL Santa Ana, Ca 92703
C9/i4/1]
i1I102014
38
EVPL
10 Mbps
$820.00
1000 Sable Ana Blvd, Sante Ana, Ca 82701
04/152020
04/152015
38
EVPL
20 Mbps
$840.00
t00BNCuster St Santa Ana, Ca 92701
08/302020
O6I302015
38
EVPL
20 Mbps
5840.00
1801 E Chestnut Ave, Santa Ana, Ca 92701
03/2020
03/102015
38
EVPL
TO Mbps
3820.00
1825 W Civk Center dr. Santa Ana, Ca 92701
03/1720
pY42015.
30
EVPL
10 Mbps
$650.00
2102SFbwer SL Santa Ana, Ca 92207
0012320
04232015
3B
EVPL
20 Mbps
$840.00
2203 Daisy Ave. Sacra Ana. 92703
09/t0/2020
04!102015
38
EVPL
20 Mbps
$840.00
2201WMC Fadden Ave, Santa Ana, Ca 82704
06/28/2020
00282015
38
EVPL
/0 Mops
$650.00
2827 MCPatlden Blvd, Santa Ana, Ca 82709
00/242020
04242015
38
EVPL
20 Mbps
EB4p.pD
3005 Figueara Sl Santa Ana, Ca 92703
OBI1T/TO
DBHT2p1$
3B
EVPL
10 Mbps
$850.00
510 Memory Lane, Santa Ana, Ca
04/2220
0022/2015
38
EVPL
10 Mbps
$850.00
BO Civic Canter Raza
05202020
05/282015
38
EVPL
30 Maps.
$865.00
3405W Castor SL, Santa Ane, Ca
03/312020
03!!12015
36
EVPL
10 Mbps
$850.00
800 Memory lane, Santa Ana, Ca 92705
042Y20
04/2320/5
36
EVPL
10 Mbps
$850.00
718 S Center SI. Santa Arra, Ca 92701
07101/2020
0]/012015
38
EVPL
10 Mbps
$850.00
fi02 N Flower St. Santa Ana 91703
0525/2020
05252015
38
EVPL
10 Mbps
$650.00
7085 N.A.P. SL, Santa Ana, Ca
00/1]2020
00/7]2015
38
EVPL
10 Mbps
$6W.pp
850 Brown St, Santa Ana, Ca 92701
04/18/2020
00/182015
38
EVPL
10 Mbps
$650.00
3750 W Mb Fadden Ave, Santa Ana, Ca
OY182020
03/162015
38
EVPL
20 Mbps
$820.00
450W MCCaMur Ave, Santa Ana
04/24211211
04242015
38
EVPL
fO Mbps
$650.00
TO Civic Center Plara, Santa Ana, Ca 92'!03
O]/1fi2020
0Y18I2015
36
EVPL
'1 Gbps
$1,995.00
1TBONMcFadden Ave. Santa Arta, Ca 92700
04!282021
04/282018
38
EVPL
10 Mbps
$
Ms., Dp .lcou.n0. Inc
Lynne P. Bell
E-signed 2017-12-0711:02PM PST _
lynne.beii@charter.com
elDaeummtlntebdtvVanfied
CONFIDENTIAL
Pass 25.131
y y SmtnwtlNnxumAT.feJG1eLAWM1MKFS4P'g1MY,(W mE11M5Ry9a,p
25D-32
8.50.00
25D-32
Spectrum Commercial Subscriber Privacy Policy
N Internet Phone
•Provided for your convenience only. The eurrentpolleyshall always be found at www.charter.com
Spectrum Commercial Subscriber Privacy Policy
Spectrum lakes Ne protection of our subscribers' (-Your -Your or 'Customer(s)')
privacy seriously. The following privacy policy (Rolicy') applies to those Spectrum
commercial Customers wine, subscribe to Spectrum's commercial video
programming, high-speed Interest. data networking andier telephone service
(Individually and collectively the'Semke) and describes the Customer information
that Spectrum collects and miains, tow Spectrum uses and protects it the limited
cases where Spectrum may disclose some or all of that information, and Your rights
under the Cable Communications Policy Ad of 1984 (-Cable ACC). Depending
upon the Spectrum Service to which You subscribe. parts of this Policy may not be
applicable to You. Spectrum values Your privacy anal considers all. personally
Identifiable Information contained in our business records to be confidential. Please
review this Policy and, If You are, a Spectrum telephone service subscriber, the
attached Customer Proprietary Network Information CCPN1*) Policy (the •CPNI
Policy'), In conjunction wire Your service agreement, terms of service and
acceptable use policy ('Your Service Agreemenr). Spectrum will pmviale You
copies of this Policy annually and the CPNI Policy at least arms awry two yam,
whether or net we haw revised Me policies. We may moldy this Policy at any
Mi The most current version of thla Policy can be found on www.Charieccom. If
You And the changes unacceptable and if those changes materially and adversely
Impact Your use of Me Service, You may haw the right to cancel Your Service
under Your Service Agreement If You continue to use the SeMce, following the
posting of a revised Polity, we will consider that to be Your acceptance of
consent to Me Policy as revised.
What type of Information does Spectrum collect?
Spectrum collects boat personally Identifiable information and non -personal
infemagon about You when You subscribe to cur Service. Spectrum uses Its
system to colieet personally Identifiable Information about Yaw (a) when itis
necessary to provide our services to You; (b) to prevent umugrodzed reception of
our services; and (c) as otherwise provided In this Policy. Spectrum will rat use Me
system to collect Your pemorWly identifiable Information for other puryoses without
Your prior written or electronic consent Spectrum also cotlects personally
Idantifiable and nonpursonal Information about You when. You voluntariy, provide
Inclination to Spectrum, as may be required order applicable law, and from third
parties. as described in this Policy.
Personally Identifiable Information Is any lnfomlation Mat thimbles les or can
potentially be used to identdy, contact, or locate You. This includes information Mat
Is used in a way gal is personally Identifiable, including baking it with identifiable
information from other sources, or from whichother personally identiflable
Information win easily be derived, Including. but net limited to, name, address,
phone or fax number, email address, spouses or other mlagws' names, drivers
license or stare Identification number, financial prdies; lass identification number,
bank account Infomation, and credit card Information. Pemowify. Identifiable
information does not inclu le Information that Is collected anonymously (i.e., without
Identification of Me individual or business) or demographic Information not
counseled! to an Identified individual or business.
Nm -personal information, which may or may not be aggregated infonwtion about
our Customers and may include Information room third parties, does net Identify
Individual Customers. Spectrum may combine third path data with our business
records as necessary to better serve our Cusfomers. examples of non -personal
Information Include IF addresses. MAC addresses or other equipment idenafiers,
among other data. Our systems may automatically collect certain non -personal
indamation when You use an interactive or transactional service. This Information
Is generally required b provide Me service and is used b carry out requests a
Customer makes through a remote control or set- op box.
We may also collect and malmain information about Your account such as billing,
payment and deposit history, maintenance and complaint information;
conampondence, with or from You, Information about the service options that You
have chosen; Information the equlpment You have, Inducing specific.equipmem
identifiers; and information about Your use of our services. Induding Me type,
technical arrangement quantity, destination and amount of use of certain of Mose
services, and related billing forthose services.
Spectrum also collects castomerbrovlded customrzation settings and preferences.
By using our service. You consanl to our collation of this intimation and over
Informal communicated b Spectrum such as correspondence, responses to
Charter Communications, Inc.
Lynne P. Bell
E -signed 2017-12-07 11:02PPST_
lynne,betl@charter.com S )
is
.0 Document Integrity Verified
surveys or entails, Information provided in chat sessions with us, registration
information, or participab'oh in promotions or contests.
If You subscribe to. our video service, then in certain of out systems, our set -hip
boxes automatically collect hdormaban that may be used to determine which
programs am meal popular, how many set-top bores are tuned to watch a program
to ft conclusion and whether commercials am being watched, as well as other
audiencomeasumment focused Information ation. Our processes am designed to (rack
this information and audience statistics on an anonymous basis. Information such
as cannel owing, the acre Me channel Is changed, and when the set-topbox is
•on' or 'off* is collected at a racial database in an anonymous formal. Spectrum,
or our conhacfom or agents, may from time to time share the anonymous
Intmation with our adverthe m, content providers, or other third partes with whom
we havea relationship. We wall not provide our advertisers. content providers, or
these other third acmes with personality identifiable information about You unless
wit have received Your consent first except as required by law. (Seo Nato sees
the bdomation collected by Spechum? i
collect personally Identlfla ble information?
uses personally Identifiable Information M:
'Mees to You;
deupdates, upgrades, repulrs or replacements for any of our service-ralaled
hes Me secrare ureal ie systar rag prevent
frau services:
et Me use of of Me system prevent Iroutl, ns of ureuawrized reception,
cud abuse of Spectrums Services or violations of our policies or lertra of
Service;
regulations, as wail as for the
You acknowledge and agree Mat all communications between You and Spectrum
may be, tecorded or monitored by Spectrum for quality aso m er, or other
purposes
If You use an Interaction or transactional service. for example, mspending to a
surveyor ordering a pay-per-view event the system will collect certain additional
personalty identifiable Information. such as account and billing Information or
Cudomsr-provided lawle and service preferences, M Property bin You for the
services purchased and to provide You with a more persorafo:ed expererce. In
addition, certain information such as Your connechmns b our system Is
auton mealy collected to, for example, make it possible for Your digital boxes to
receive and process Me signals forthe services You order.
Spectrum may also collect personally Identifiable infomation from third parties to
enhance our customer database for use in marketing and oaten activities.
Spectrum also collects personally IdentifaNe information from Mid parties to verify
Information You haw provided us and collects personally identifiable infxambon
from credit reporting agencies to, for example, determine Your cretliMoMiness,
credit score, and credit usage. Spectrum else may maintain research records
containing infomatton obtained Waugh voluntary subscriber Interviews or surveys.
If You subsenbe,to our high-speed Iniamet service, Spectrum Iransaii personally
Identifable and nonpersonal identifiable information aboutyou ever the SeMce
when You seat and receive e-mail and Instant messages, transfer and sham files,
make filea accessible, visit websites, or otherwise use the Service and its features.
Our transmission of this information is necessary to allowYou to use the Sevice as
You haw chosen and M madm the Service to You.
Who sees the Information collected by Spectrum?
Spectrum will only disclose personally Identifiable information to others It (a)
Customer provides written or electronic consent in advance, w (b) it is permitted or
acquired under federal or applicable stale law. Specifically, federal law allows
Spectrum to disclose personally identifiable information to third parties:
when It Is necessary to pmvfde Spectrums services or to cony out Spectrums
Walruses activities;
as required by law or legal process: or
CONFIDENTIAL
15U-;5;5
Page 29 of 71
for mailing list drainer purposes, subject to Your ability to limit gds last type of
disclosure. -
To provide sarvivs and carry out our business activities, wRaln authorized people
have access W Your intemation, Including our employees, entities affiliated through
common ownership or control with Spectrum and Mind Parties Mat provide and/or
Include: biiling and deteNon services; Installation, repair and customer Service
subcontractors or agents; program guide distributes; softwers vendors; program
and other service Suppliers for audit purposes merkaWM of Spectrums products
and services; third party aud[om our aflomeys and accountants; ardlor strategic
partners offering or providing products or Services jointly or on behalf of Spectrum.
The frequency of dsclosures varies according to business needs, and may Involve
access on a reguW basis. Spectrum ream= third panics use of Your information
to me purposes lar which it is disclosed and Prohibits third parties from further
disdosum or use of Your immunity Identifiable Information obtained from us,
whether for that Mid parry's awn marketing purposes or otherwise.
Unless You ob;e tin advance, federal law also allows Spectrum W disclose through
'mailing fists; personally identifiable Information, such as Your name, addressand
the level of Your service subscription, to non-affiliated entities. including advertisers
and marketing anfies, for non-seMca related purposes, Including product
advartsement draft marketing and research. Under no ciicurristances will
Spectrum disclose Is Mesa advertising entities Me extent of Your Vowing habits or
the transactions You make over Me system. Spectrum or our contractors or
agents, may from HIM W lima shame non -personal andfor aggregate infatuation
such as Me numberm SeMce subsumerswho mads certain statistical profiles (for
example, the number of subscribers in versus parts of the country) Win our
advertisers, WmSA providem, or other third parties with whom we have a
relationship.
We may protide anonymous data to third parties me may combine it with other
Information to conduct more comprehensive audience analysis for us and for
television adwrlisrus. This data helps program networks and debt. operators
decide on which pogroms, channels, and advertising to carry. Spectrum may also
use that inloma5on W dsInbub targeted advenising W You without having
disclosed any of Ymr personally Identifiable Inform ton W Me advaNsers. These
advertisements may invite interactive or lransactional (slow -up from You. ay using
any of Speclruds Interactive services, You consent to our collection of MIs
additional information. Unless You consent firm or except as required by law, only
anonymous information is disclosed to audience measurement services.
AS par of its business acgvgles, If Spectrum enters Into a merger, Simulation, or
sale of all or a porton of our assets. Spectrum may transfer Customer' personally
Identifiable and non -personal Infomdlion as part of the transaction.
If You subscribe W our blepho le SeMce, Your name, address andlor telephone
number may be tramynitted via Caller 10, published and distributed In aMlm ed or
unaffiliated telephone directories, ad available through affiliated or unaglllated
directory assidesm operators. We take reasonable precautlons W ensure that
norrpublbhed and rlon-listed numbers are not Included in Me telephone dimobries
or, directory assistance services, although we cannot guarantee that emom will
never incur. Please date Mat Caller IO blocking may not prevent Me display of
Your name and/or telephone, number when You dial certain business numbers,
01 1, 900 numbersar ted -free 800, 866, 877 or888 numbens
If allowed by and after complying with any federal law reguiremeds, Spectrum may
disclose personsgy identifiable Information about Customer to represenWgves of
government or comply with valid fagot process. except as provided below,
disclosures shall not Indude records revealing Customers selection of video
programming. Oisclosures W mpresentagves of govem eem may bo made
pursuant W an administrative subpoena, warrant, mud order. our reasonable
discretion In cases of emergency or serious physical injury, or other permitted!
mesa. la these sinumons, Spectrum may be required W Nsdose personally
Identifiable Information about a Customer wnMGat Customer's consent and without
notice W the Customer. Law, enforcement agencies may, by federal or state court
order, and without nous W You, obtain the right to install a denim that monitors
Your Intemet ard>mal use. Including addresses of email Sent and received and in
Sam cases me content of Masa communications; and/or Your use of our
telephone service. Including listings of incoming and outgoing calls and in Some
cases the content of these rolls In soma instances where mem am valid legal
requests for or orders for dsclosum of Your Intimation, we may notify You of me
requests or orders and Men it may be up to You W object or take specific action W
prevent any disclosures pursuant W mace requests or orders.
Where a goverrvmnlal army Is reeking personally identifiable inforr stion of a
CusbroW rima subscribes W Spectrums video services only or records revealing
Customers Selection of video programming, the Cable Act requires a mud order
and that Me video subscriber be Shaded the opportunity W appear and contest in a
court promeding relevant W Me court oder any claims made in support of Me mud
oder At Such a proceeding, Me Cable Act. requires the govemramal entry, W
offer clearand convincing evidence Melba subjectof the Information Is macorably
suspected of engaging in criminal activity and Mat Me Information Sought would W
matudal evldenm m the prosecution of the case. Except In Grain ssuationss (such
as with respect W bliss who owe, or are owed, welfare or chid support) slab
welfare agencies may obtain the noures, addresses, and content other CusWmer
information as It appears in Spechum s subscriber records under Me authority of an
administrative subpaem.
Lynne P.Bell
E -signed 2017-12-07 11:02P M PST _
lynne.beil@charter.com
We may also use or disclose personally Identifiable information about You wigdut
Your consent (a) to protect our Cumonnem, employees, or property, (b) in
emergency situations, (c) to onions our rights in court or elsewmem, or directly Sarin
You, for violations of service term, canditiora or Policies andmr (d) in order W
comply with Me Digital Millennium Copyright Act or as otherwise required by law,
foreuample, as pertain regulatoryproceeding.
Nato to California Customers Regarding Your Privacy Rights:
California law requires Spectrum provide to certain Customers, upon request.
certain Information regarding the Sham, of personally Identifiable Infomation to
third parties for their Sired marketing purposes. As mentioned above. Spectrum
does not share personally identifiable Information with unamllmed third parties for
their awn direct marketing pumoses. However, Spectrum may sham personal)
Identifiable Inform lion with some same -branded affiliates for those aMlates' damp
marketing purpcaus (and, H a Spectrum telephone subscriber, then subject to Me
restrictions In the attached CPNI Policy). If You make a request by phone or on-
line, Spectrum will provide You with the number of its same -branded effillatea in
California and a lid of personal Information that it may have shared with Same or all
such affillates.
Can I prohibit or limit Spactrum's use and disclosure of my personally
Idantlgahle Information?
If You do rot want Your name, address, level of service or other personally
Identifiable Information disclosed to MIN Pallas In a 'mailing tisr as. explained
Stave, please register this preference at hltpolensubscribe.Spectmm cora or by
contacting us by telephone at 1 -888 -GET -SPECTRUM. Customers of our video
service cannot opt -out of the collection of audience measurementdala.
Also, If You do not went to mcelve marketing messages (a.%, phone calls, em le
and tract mall) from Spectrum You may Call 1-888-GETSPECTRUM or visit
hltp:/lunmbseribe.Smdmm.eam
and make a request to have Your privacy
prekreacesuPdaled. Please rare Mat such redueetwill not eliminate all telephone
calls, emits or direct mal sent W You from Spectrum as Spectrum may soil
continue b send non-riarketing scwuntt latod messages to You.
How long does Spectrum maintain personally Identifiable Infor nation?
Spectrum will maintain personally Identifiable information about You as long as You
ams a subscriber W Specbun s Service, and as long as necessary for Me purpose
for main it was collected. If You are no longer a Subscriber W any Spectrum
Service and Me Information is no longer necessary for the purpose for which it was.
collected, Spectrum will only keep peson ffly Identifiable information as long. as
necessary W comply with laws governing our business These laws include. but
are Trot limited to, lax end amounting requirements Mat require remd retention..
Spectrum will also maintain perearaly identifiable INomation W Satisfy pending
requests for access by a subscriber W Heftier Information or mrsuard to a court
Me infomation is no longer necessary for the purpose for which it was missies,
when them ambo longer pending requests for such mf lmxdkm, aid when it Is no
longer necessary to retain Me infommtion under applicable laws.
How does Spectrum protect customer Information?
Spectrum takes the severity of Our Customers' personally identifiable information
Seriously. Spectrum takes such amlo is as are reasonably nmessary, to pmwm
unauthorized access by entities other than Spectrum W personally identifiable
information. Spectrum uses security and/or encryption technology to Serum certain
sensitive personally Identifiable information when it collects such information over
Me system Spectrum mstrlda' access W IC custorrer dalabase, and secures the
content by use of 6rewab and other security rreMods. Spectrum limits amass to
databases containing Customers' personally identifiable Information to those
specifiwly authortred employees and agents of Spectrum and other parties
Identified In Me' o sees Me inromtallon collected by Spedmmr section above.
However, wo mnnotguarantee that these practices will prevent every unauthorized
attempt to amass, use, ordisclose, personally Identifiable InWnratiory
You need W help pmfett me privacy of Your own Infoanaticn. You and others who
use Your equipment must rot give Identifying inermatwn W stranger or others
whom You are not certain have a right or need to the dfomation. You also must
take precautions W Probst the security of any personally Identifiable Infamiation
Met You may transmit over any home networks, wireless miters, wireless fidelity
(WIFI) networks or similar devices by using encryption and ager techniques W
prevent unauthorized persons from intercepting or receiving any of Your personally
IdentifiabW Information. You am remarmsble for the comet' of Your Information
when using unencrypted, open access or otherwise unsecured networks In Your
home. For more Infomatisn on things You can do to help prated Me privacy of
Your Sam Information, visitwww.CharlarmmisSmp mwwwOrGuadOnilne.00w.
If Your arganlzallon Is mbjed W Me Health Insurance Portability and Accountability
Ad (HIPAA), you cam learn how HIPAA,applies W Your Spectrum services; by
reviewing oar HIPAA Polity, which is incorporated by references Ido MIS Policy,
Can I see the Information Mat Spectrum collects about me?
You have a right under Me Cable Act W me Your personally identifiable Infamation
Met Spectrum collects and maintains The information Spectrum has about Its
Custern ms is maintained at the local offices wham service is provided, in our
systems, and at our mrpomW headquarters. If You would like b see Your
brom anon, please send a written request W Your Inial Spectrum office. To find
VeIII III ed Adobe Slain Tramaction Number.
25D-34
Me location of Your 1=1 cities please visit www.Chartermm Spectrum will be
glad to make an appointment for You to come In to Your local office during regular
business hours. If Your review reveals an error In our reeds, Spectrum will
conect it You may also be able to access certain infomation about You or Your
account by telephone or online at wyery Charter.com. depending upon Ne
Infoimagon You have. provided.
Does Spectrum protest children's privacy?
Spectrum Is concerned about cNldren's privacy and does not knowingly collect
personally Identifiable'INormatlon tram anyone under Me age of 13 over Its Service
unless otherwise ezpessy Identified. Al Mose specific Paris of our Service,
Spectrum will provide a special notice or other Information decanting Me additional
privacy protections that may apply. Spectrum urges children to allays obtain a
parent or legal guardian's perinsalon before sending any Information about
themselves over the Internet and urges parents and legal guardians to be vigilant
regarding children's Internet usage. Other services or web pages accessed
through Spectrums Service may have different policies on Collection of Irilormation
pertaining to children and You should consult their privacy policies and mad their
notices if You have any concems about me mllecgon or use of such information by
those entities.
Now does Spectrum use cockles and web beacons?
A cookle is a &mall fila that stores infomation'in Your browser on Your computer.
Spectrum places cockles in Your browser that contain some of the information You
Provide when You register with us and when You set up a personalized WMce or
embeibe Your settings and preferences on our weteltas. Spectrum does net
atom highly sensitive penmrW information such as Your password, e.m2il address
or credit card number M cookies. Cockles arable Spectrum to summarize overall
usage patterns for analysis. In addition, Spectrum uses cookies to protide
personalized services such as saving Your astrological sign on Spectrurnnet
Spectrum may also use cookies ta provide a inere useful oNine experience, such
as allowing You to quickly enter a sweepstakes M You're already logged on..
A web bastion Is an invisible graphic on a web Page Nat is programmed to collect
non -personally Identifiable lmomlation about Your use of a given site. Ukema les,
web beacons allow Spectrum and Ms technology providers to summarize overall
usage patterns for our analysis one provide personalized services. SpecWmdow
not share or provide, personally identifiable Information we may collect such as
names, e-mail addresses and phone numbers with aur advert1wre without Your
express Permission. However, Spectrum may provide site usage information linked
to Your personally Identifiable Information be law enforcement at others In
compliance with valid legal process or In other Muations as mated in me WWho
Sees the intermittent Collected by Spectrum?' paragraphs above.
You may aptcut of Me cookies delivered by Spectrum on its websBes by changing
the seWng on Your browser. Depending on Your privacy Mmi gs, please be aware
Met this may disable all cockles delivered to Your browser, not just the ones
delivered by Spectrum Because a -Do Not Track - protocol has not yet been
finalized. Spectrums information collection and disclosure practices,. and the
choices that we provide to wnsumem, will continue to operate m described In this
Privacy Policy, whether or net Do Not Track sgm itIs recehed.
Targeted Advertisements
Spectrum wants tocrake the agvemsements it provides mom relevant to You.
Spectaim collect and uses non-pmemnal infomation, such as infomation about
your visits to ourwebailes, ZIP Coda, IF address and Infmrnetion from third parties.
We may also combine that Mforration with personally identifiable information, such
as Infomatmn You provide Spectrum and tram Your Spectrum account (See
'What type of Infarmmon does Spectrum. Collect). In addition, Spectrum may
partner with third -party advertising companies who may utilize cockles; web
beacons, or other technology M deliver or facilitate Me delivery of targeted
advertisements.
SpecWm also uses thidyany, advertising companies to identity and present
tailored online aoverminnants for its goods and services and uses anonymous ZIP
Codes M geogmpNMIIY target online advertisements for ourotherclients.
Spectrum will not provide our online panders with access to Your rare, address,
e+nail address, telephone number or other personally dentifiable 'inlomtatlon
without Your permisslon. When targeted online advertisements displayed on third.
party websites am based on Your personally Identifiable infomation Or general
location derived from your Spectrum IP address, You may opt -out by going to
http9/unsulam beSpectrumwm and updating Your privacy preferences. After
doing W. we recommend that You also renew any unwanted cookies from Your
blowear. For more informatonon howto adjusimme whngs goto Specoumcom
> Support> Imemat Help.
Sarre of the advertisements You we on cable channels are placed by us. Some of
Mase adwrisements am placed in particular shows or channels; othem am shown
hipargculartim9raphkamas. Some ofourrable advertWip nes will ask for Your
Parmesan to take certain actions, like mail You Infomation or alow Me advertiser
to contact You; H You grant pemdsslon. we will use Your personal infomation for
the permitted Purposes only, In some crew'. will be able to target cable
advertisements to Your homMuld gal will be trove relevant M Your Interests
based on Infommtion You provide us or Information .that we receive from third
parties. When Mose cable advertisements are directed to You Saeed on Your
porsonal information, You can elect net to recelve, them You may opt�ut by going
to mi Wunsubsedlea SpecWmcom and updating Your privacy preferences.
Lynne P. Bell
E -signed 2017-12-0711:02PM PST
lynne.bell@charter.com i I
Document Integrity Verified r�
y�
If you change or get a new amaimL You Wit need ro reviewall of Your opt -out
choices.
What can I dolt I believe Spectrum has violated my rights?
You may enforce the limitations Imposed on us by federal law with respect to the
wlectlon and dmi0sme of personally identifiable subscriber lofomution about
You, through a My[ action under federal law, in addition to other rights and
renmdies thatrmy be avelable taYou underfederal or other applicable laws.
What If I have my questions_?
If You haw any questlons about our privacy protections and policies, please
centers Your local customer service once. You can find the phone number for
Your local customer Wives office an Your monthly big m mnent or by visiting
Spectrum's webslo at www.Chaner.mrn
IMPORTANT NOTE:
This Policy does net apply m Your use of any Spectrum website. You should
review the privacy policy applicable to each site, which is available underthe -four
Privacy Rights' an'Privacy Polio section of each Spectrum website. This Policy
also does not apply.lo those residential customers who subscribe to Spectrums
residential video programming, highspeed Internet and/or telephone service. The
Residential Subwiber Privacy Policy Is available under the 'Your Privacy Rights'
section ofwww.Chader.wm.
Effective: December 10, 2013
Spectrum Commemlat Customer Proprietary Network Informagan (CPNI)
Policy
The following CPNI Policy is In addition to requiremsrds act ford in Spectrums.
Commerclal Subscriber Privacy Policy and Is subject to wine,pemiltted uses and
disclosures of Your new, address, and/or telephone number oudmed In Me
Privacy Policy. The Information that we have (1) relating to Me quantity, tachnbal
configuration, W. destination, location, and anount of Your use of telephone
service. and I an (2) contained on Your telephone bill concerning the telephone
services that You receive is subject to additional privacy protections. That
imometion, when matched to Your nacre, address. and telephone number i9
known �m 'Customer Proprietary Network Information,' or CPNI for shoo.
Examples of CPNI Include information typically available from details on a
customer's =it* telephone bill - the type of line, technical chameteristics, class_
of seMce, carom telephone charges, long distance and foal wrAce bfiling
records, directory assistance charges, usage dam. and ceiling patterns. As a
subscriber to arc telephone services, You have Me night and Spectrum has a duty,.
under federal law to protect Me confidentiality of CPNI. Spectrum offers many
wmmunkimorcielated services, such as, for maniple. Speclmm Internist
services From Sm to gone we would film to urs Me CPNI infomation vve have on
rile to provide You with Information about our cornmuniestons-ramted products and
services or somai promotions. Our use of CPNI nay also enhance our ability to
offer products and services tailored to Your specific needs We would like Your
emems omm man Mone to which You currently subscribe gat we believe nay be
oflntmeetto You. You do have thapgm to restrict this we of CPNI.
IF WE DO NOT HEAR FROM YOU WITHIN 30 DAYS OF THIS NOTIFICATION,
WE WILL ASSUME THAT YOU APPROVE OUR USE OF YOUR CPNI FORRHE
PURPOSES OF PROVIDING YOU WITH INFORMATION ABOUT OTHER
COMMUNICATIONS -RELATED SERVICES. YOU HAVE THE RIGHT TO
DISAPPROVE OUR USE OF YOUR CPNI, AND MAY DENY OR WITHDRAW
OUR RIGHT TO USE YOUR CPNI AT ANY TIME BY CALLING THE TELEPHONE
'NUMBER REFLECTED ON YOUR MONTHLY BILLING STATEMENT OR 1-c188,
GET -SPECTRUM. We will also honor any msirinumm applied by stale law, to the
'extent applicable. Spectrum Mist, offem various odrm mrvow that am not related
to the wmmunl mons M,Mces m which You subscribe. Under We CPNI miss,
some of Mose services, such as Spectrum video services, are considered to be
nancommubkationa relaed wivow. Occasionally, You may be asked during a
telephone cal with one of our represematives for Your oral wnwm to Spectrums
U" of Your CPNI fair the purpose of providing You with an offer for products or
services noTrelated'to the telephone wrAces to which You subscribe. If You.
provide Your oral consent for Spectrum to do co, Spectrum may use Your CPNI for
the duration of such telephone call In order to offer You additional seMces. Any
action Mal You take to deny on restrict approval to use Your CPNI will not affect our
provision to You, now or In Me Mum. of any ceMde to which You subscribe. You
may disregard MIs notice if You previously contacted usin response to a CPNI
Notification antl denied use of Your CPNI for the purposes a esvibed above: Any
subscribe Is vafd unlit such erne as Your telephone services am dommulnued. or
You affimallwly revoke or limit such approval or denial. The CPNI Polity above
may be required by law to appy M our Voice over Internet Protocol or, IP voles
services. Effective: May 4, 2009
11
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