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12-R-11 Authorizing a Business Class Customer Service Order and Service Agreement with Time Warner CableRESOLUTION NO. 12-R-11 A RESOLUTION BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS AUTHORIZING A BUSINESS CLASS CUSTOMER SERVICE ORDER AND SERVICE AGREEMENT WITH TIME WARNER CABLE, AND OTHER MATTERS IN CONNECTION THEREWITH WHEREAS, the City staff of the City of Schertz (the "City") has recommended that the City enter into a Business Class Customer Service Order and Service Agreement with Time Warner Cable ("TWC"), relating to business class ethernet services; and WHEREAS, the City Council has determined that it is in the best interest of the City to contract with TWC pursuant to the Business Class Customer Service Order and Service Agreement attached hereto as Exhibit A (the "Agreement"). THAT: BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS Section 1. The City Council hereby authorizes the City Manager to execute and deliver the Agreement with TWC in substantially the form set forth on Exhibit A. Section 2. The recitals contained in the preamble hereof aze hereby found to be hue, and such recitals aze hereby made a pazt of this Resolution for all purposes and are adopted as a paz-t of the judgment and findings of the City Council. Section 3. All resolutions, or paz-ts thereof, which are in conflict or inconsistent with any provision of this Resolution aze hereby repealed to the extent of such conflict, and the provisions of this Resolution shall be and remain controlling as to the matters resolved herein. Section 4. This Resolution shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. Section 5. If any provision of this Resolution or the application thereof to any person or circumstance shall be held to be invalid, the remainder of this Resolution and the application of such provision to other persons and circumstances shall nevertheless be valid, and the City Council hereby declares that this Resolution would have been enacted without such invalid provision. Section 6. It is officially found, determined, and declared that the meeting at which this Resolution is adopted was open to the public and public notice of the time, place, and subject matter of the public business to be considered at such meeting, including this Resolution, was given, all as required by Chapter 551, Texas Government Code, as amended. Section 7. This Resolution shall be in force and effect from and after its final passage, and it is so resolved. 50494755.1 PASSED AND ADOPTED, this day of February, 2012. CITY OF SC TZ, TEXAS a or ATTEST: ~` x m4_,~ City Secretary (CITY SEAL) soava~ss.i EXHIBIT A BUSINESS CLASS CUSTOMER SERVICE ORDER AND SERVICE AGREEMENT soa9a~ss.i A-1 Addendum to Contract This Addendum to Contract (the " ddendu '~ is attached to and incorporated into that certain Business Class Customer Service Order and Time Warner Cable Business Class Servics Agreement (collectively, the "_A¢reement") between Time Warner Cable ("TWC") and the City of Schertz, Texas (the "~'). In addition to the terms in the Ageement, the parties agee to the following: 1. Addendum Controls. Notwithstanding anything in the Ageement or this Addendum to the contrary, including, without limitation, Section 19.0 of the Time Warner Cable Business Class Terms and Conditions, the terms of this Addendum shall control over any conflicting terms in the Ageement. 2. x,imitation on indemnities. Any and all indemnity obligations of the City contained in the Agreement are limited to the extent that such indemnity obligations are permitted by law. 3. Budeeted Current Rovenue. All payment obligations of the City under the Ageement will be made solely from budgeted current revenue of the City. TYme Warner Cable By: ~~ Name: ~ ,d Titl®: ~/l~s/14~2 City of Schertz, Toxas By: Jo C. Kesel -. .....City Manager _ .. , , .._ _ ....... .. DotumenU - 1 - 'THE WAHNERCAaLE B4s1~ C~as$ Account Executive: Tiffany Creamer Phone: (210) 552-9574 ext: Cell Phone: (210) 347-5419 Fax: (210)364-3489 Email: tiffeny.creamer@twcable.com Business Class Customer Service Order Business Nams CITY OF SCHERTZ Customer Type: Existing Customer. Federal Tax ID Tax Exempt Status Tax Exempt Certificate # Billing Address Account Number 1400 SCHERTZ PKWY SCHERTZ TX 78154 8260140190106213 Billing Contact Billing contact Phone Billing Contact Email Address John Kassel 210 619-1000 Authorized Contact Aut orized Contact Phone Authorized Contact Email Address Jahn Kassel 210 619-1000 Technical Contact Technical Contact Phone Technical Contact Email Address Business Class Ethernet Service Order Information Por Requested Location VLAN VLAN Customer Site Name Atldress a Bandwidth Assi ned b Number Due Date 10 Commercial PI , Schertz TX 78154 1400 Scher P , Scheriz TX 78154 108 E Huebin er St Marlon TX 78124 1298 Bor feld Rd Schertz TX 78154 18055 Ih 35 N , Schetlz ix 76154 2760 Universal Clty Blvd ,Universal City TX 78148 Monthly Recurring Charge At 19085 Ih 35 N , Scher lx 78154 Monthly Descri tion Quantl Sales Price Recumin Total Contract Tern BCE 2.OM Child 1 $0.00 $0.00 36 Months `Total bo.oo `Pdces do not include taxes and fees. Page 1 of 4 ~$ naewnnwea c~a~e Brusi~ Elass Monthly Recurring Charge At 106 E Huebinger St ,Marion TX 78124 Descri lion Quanti Monthly SalesPrica Recurrin Total Contract Term BCE 2.OM Chlld 1 $0.00 $0.00 36 Months 'Total $0.00 `Prices do not Include taxes and fees. Monthly Recurring Charge At 10 Commeraal PI , Scheriz TX 78154 Descri lion Quanti Monthly Sales Price Recurrin Total Contract Term BCE 2.OM Chlld 1 $0.00 $0.00 36 Months *Total 50.00 `Prices do not Include taxes and fees. Monthly Recurring Charge At 2160 Universal City Blvd ,Universal City TX 78148 Descrl tion 4uanti Sales Price Monthly Recurrin Totai Contract Tenn BCE 2.OM Chlld 1 $D.00 $0.00 36 Monlhs *Total §0.00 `Pdces do not Include taxes and fees. Monthly Recurring Charge At 1298 Borgfeld Rd , Schertz 7X 78154 Descri lion Quanti - Monlhly Sales Price Recurrin Total Contract Term BCE 2.OM Child 1 $D.OD $0.00 36 Months 'Total $0.00 'Prices do not include taxes and fees. Monthly Recurring Charga At 1400 Schertz Pkwy , Schertz TX 78154 Descrt tlon Quant Monthly SeleaPrice Recurrln Total Contract Term BCE Hub EVPL 5 $311.00 $1,555.00 36 Months 'Total 51,666.00 `Pdces do not include taxes and fees. Ona Tlme Charge At 1400 Schertz Pkwy , Scheriz TX 78154 Descri lion Quanti Sales Price Total BCE Ske Install 1 $1 000.00 $1,000.00 Total $1 o9D.oo *Pdces do not Include taxes and fees. One Time Charge At 19085 Ih 35 N , Schertz ix 78154 Descrl lion Ouantl Bales Price Total BCE Child Install 1 $0.00 $0.00 Total $0.00 `Pdces do not include taxes and fees. Page 2 of 4 TINE WAHNQi CABLE Business [lass ~~ One Time Charge At 106 E Huebinger St ,Marlon TX 78124 Descrl tlon Quanti Sales Price - Total BCE Chlld Install 1 $0.00 $0.00 Tofal - $0.00 'Prices do not include taxes and fees. One Tlme Charge At 10 Commercial PI , Schertz TX 76154 Descrl lion Quantl Sates Price Total BCE Chlld Install 1 $0.00 $0.00 Total $0.00 `Prices do not Include taxes and fees. One Time Charge At 2160 Universal City BNd ,Universal City TX 76146 Descrl lion Quanti 3alas Price Total BCE Chlid Install 1 0.00 $0.00 total ~ $0.00 "Prices do not Include faxes and fees. One Time Charge At 1298 Borgfeld Rd , Schertz TX 78154 Descrl tlon Quantl Sales Price Total BCE Chlld Install t $0.00 $0.00 Total $O.OD `Prlces do not Include taxes and fees. Page 3 of 4 TM6 WARNER CABLE Speolal7erma The seMcea, products, prices and terms Identified on this SeMce Order conatNute Time Wamer Cable's offer to provide auch services on auch tem>8. Until Customer has accepted this offer by signing as appropriate below, Time Wamer Cable reaervea the rtght to rescind this offer et any 1lme, at Its sole discretion. The Agreement shall be renewable for successive terms unless et least thirty (30) days pdor to the explretlon of the then- currentterm, either party notiflea the other party of auch pariy'a infant not to renew this Agreement. Agreement term and corresponding monthty Iliing will wmmence on actual service Installation date. Agreement locks In rate for the Tlme Wamer Cable Business Class servlcea for term of contract. Cable television end Work-at-home seMcea ere subJect to annual pdce change. .Icrms oF-rhe al~ , ~~~~ inC~ ms,, ~w~ e ~rde a've( 1 ~r~z Gt ,~^ a (o~g s ~ t~ ass ocation will b~ull~ut n turn~e~i u until the qq~S ~~~ ~trcuR until the curcult Is actNated Q.YdQY GirYICIIpImPgj7t -~D ego he foF each~~ fig , Eh wl0 nof, pe blpg~l~o tf ~h6" " AnP Gi' Ada -ti2Q. ~f~Ail fit. ruti ttC2+' 6lectronlo Blanalure Dlacloaure you are eelmovAedging That you have read end agree to the terms end condltlona Outlined In Ula documenC ~~A~rulOhJ~y~„1 Clgnalu r0ustomar Prlntod Nama and~e~ I ~~ ~a~~~ Dete6 ned Pago 4 of 4 TINI~ WARNE~2 SABLE trsine•~s Class. Servlce Agreement This Tlme Warnor Cable Business Class Servlos Agreement ('Service AgreomenN) In addition to the Tlme Warner Cable Business Class Terms and Conditions (°Terms and Conditions') and any Time Wamer Cable Business Class Servlce Ordara (each, a 'Service Order, constitute the Master Agreement by end between customer Identified below (°CUatomer'~ and Tlma Wamer Cable ('TWC" or "Operator's and la effective as of the date last algnod below. Time Wamer Entertalnment•Advance/Newhouse Partnerahlp d/b/a Time Werner Cable Through Its Texas Region Street: 1800 Blua Crest Ln City: San Antonio State: TX Zlp Code: 78247 Customer Name (Ekact Legal Nama): CITY OF SCHERTZ Billing Address: Suite: 9400 SCHERTZ PKWY Contact: 7iKarry Creamer Telephone: (210) 682-8674 Faosimlle: (210)384488 ext: TX 78164 ellling contact Nama: I Phone: I E•mall: John~(Cesael (210) 818-1000 AulhRrized Contact Name: phone: E-mall; THIS SERVICE AGREEMENT HEREBY INCORPORATES BY REFERENCE THE TERMS AND CONDITIONS (AVAILABLE AT WWW.TWCBC.COM/LEGAL), A COPY OF WHICH WILL BE PROVIDED TO CUSTOMER UPON REQUEST. BY EXECUTING THIS SERVICE AGREEMENT BELOW, CUSTOMER ACKNOWLEDGES THAT: (1) CUSTOMER ACCEPTS AND AGREES TO BE BOUND BY THE TERMS AND CONDITIONS, INCLUDING SECTION 21 THEREOF, WHICH PROVIDES THAT THE PARTIES DESIRE TO RESOLVE DISPUTES RELATING TO THE TIME WARNER CABLE BUSINESS CLASS SERVICES AGREEMENT THROUGH ARBITRATION; AND (2) BY AGREEING TO ARBITRATION, CUSTOMER IS GIVING UP VARIOUS RIGHTS, INCLUDING THE RIGHT TO TRIAL BY JURY, By signing and accepting below you are acknowledging that you have read and agree to the terms and condttlons outlined in ihls document. Electronlo Signature Dlsolosure Authorized i nature for Time Warner Cable Ino. Authorized SI nature forCuetomer B : By: Na e ( d)' ~>~ Name (prin ~~ n 1'~~ rltle• ~ ~ Tme. ~ fan ~ Date: Date: Time- Warner Cable Business Class Ethernet and Dedicated Internet Access Service Level Agreement Thls document outlines the Service Level Agreement ("SLA°) far the Elhemet and Dedicated Intemei Access fiber based Services (each, a "Serv~e'~. All capitalized terms used but not defined herein shall have the meanings given to them In the Agreement. I. SLA Targets: DIA / Ethernet End to End: Restore: Priority 1 (Metro and Regional 99.97% Outage within 4 (Round Trlp) <0.1% N/A Services) (On-Net Circuit) hours II. Priority Classification: TWC will classify Service Disruptions (as defined below) as follows: ° a. Total loss of Service (°Prlority 1 Outage°) Priority 1 b. Service degratlation fo the point when; Customer is unable louse the Service and is prepared to release it for immediate testing. Priority 2 Degraded Service where Customer is able io use the Service and is not prepared to release it for immediate testing. Pdorlty 3 a. A service probl b. A single non-cl Customer must open a troub~ ticket with TWC m rep III. NetworkAvallabllity A "Service Dlsruptlon° Is defined as a disruption or degradation that Interferes with the ability of a TWC network hub to (I) transmit and receive network traffic on a Customer's dedicated access port; and (ii) exchange network traffic with another TWC network hub. Service Disruptions include Priority 1 Outages. Service Disruptions exclude planned outages, routine maintenance, service problems resulting from acts or omissions.of Customer, Customer equipment failures, and a Force MaJeure Event. "Network Availability° Is calculated as the total number of minutes the circuit is up (other than a Priority 1 outage) In a calendar month for a specific Customer connection, divided by the total number of minutes in a calendar month. Commitment: TWC's monthly Network Availability Target is 99.97%. The following table contains examples of the percentage of Network Availability translated into minutes of up time and downtime for the 99.97% Netwodc Availability target: ~. 99.97°k for 3l Days .. 44,640 44,626 ~. 14 99.97%for30 Days 43,200 43,187 13 99.97% for 29 Days 41,760 41,747 13 99.97% for 28 Days 40,320 40,307 13 IV. Latency Latency Is the average roundtrip network delay, measured every 5 minutes, to adequately determine a consistent average monthly performance level for latency at the relevant TWC HubIPOP. The Roundtrip Delay is expressed in milliseconds (ms). The observation period is one calendar month. For DIA, TWC measures latency using a standard 64byte ping from Customer premise device to the TWC Internet access router in a round trip fashion. For Ethernet, TWC measures latency using a standard 64byte ping from Customer premise device between site A and site Z. Latency is calculated as follows: Roundtrip Delay for relevant Hub-Hub connections Latency =Sum Total # of relevant Hub-Hub connections V. Packet Loss Packet Loss Is defined as the average number of packets that are not successfully received. Packet Loss Is the average ratio of total packets that are sent compared to those that are received. Ratios are based on packets that are transmitted from a network origination point and received at a network destination point (network edge to network edge). Packet Loss is calculated as folows: Packet Loss (%) = 100 (%) - Packet Delivery (%) VI, Mean Time To Restore {"MTTR") The Mean Tlme To Restore ("MTTR') measurement far a Service Is the cumulative length of time It takes to restore service for Priority 1 Outage for a specific connection In a calendar month divided by the corresponding number of trouble tickets for Priority 1 Outages opened during fhe calendar month for that connection. MTTR per calendar month is calculated for as follows: Cumulative length of response time to Priority 1 Outage(s) per connection Total number of Priority 1 Outage trouble tickets per connection VII. Network Maintenance Maintenance Notice: Customer understands that from time to lime TWC will perform routine network maintenance for network Improvements and preventive maintenance, and In some cases, TWC will have to perform urgent network maintenance, which will usually also be conducted within the routine maintenance windows. TWC will use reasonable efforts to provide advance notice of the approximate time, duration and reason for the routine maintenance and if commercially practicable, will provide notice of urgent maintenance. In no event shall any routine or urgent network maintenance be calculated against the foregoing outage measurements. Maintenance Windows: Routine maintenance Is typically performed during the following maintenance windows: Monday -Friday 12 a.m. - 6 a.m. Local Time ~U~ad Nda icmee. Time Warner Cable Buslness Class Terms and Conditions 7.0 AGREEMENT. These Time Wamer Cable Buslness Class Terms and Conditions ("Terms and Conditions"), and any Time Warner Business Class Service Orders (as described In Sectlon 2.2 below) are hereby Incorporated Into the Time Wamer Cable Buslness Class National Service Agreement or the Time Werner Cebla Busineas Class Service Agreement, as the case may be, ('Service Agreement°) and constitute the "Master Agreement" by and between Customer and TWC (collectively, the "Parties' or each Individually a °Party°) for the services speGfled on Service Orders ('Services"). The attachments to these Terms and Conditions ('Attachments°) further describe TW C's services and are hereby incorporated by reterence. Tha Attachments may set forth additional terms and condtlions for the applicable SeMce. "TWC" means the Time Wamer Cable Inc.-affiliated entity that Is providing the Services. 2.0 SERVICES AND SERVICE ORDERS. 2.1 Subject to the (eons and conditions of the Master Agreement (including, without limitation, Customer's compliance with its obligations set forth In Sectlon 5), TW C shall provide Customer with the Services In accordance with any Service Order entered Into by the Parties. Customer understands end agrees that certain Services may oat be evallable in all 1WC service areas and that TWC, upon entering Into a Service Order with Customer may, at its own discretion, utilize one or more of its affiliates or third parties to deliver the Services (°Third Party Services°). The Third Party SeMces may be subject to additional terms and conditions. Unless otherwise sat forth, TWC shall use commercially reasonable efforts to provide the Services seven (7) days a week, twenty four (24) hours a day, excluding scheduled maintenance, required repair and events beyond TWC's reasonable control. 2.2 Customer shall request Services hereunder by issuing to TWC one or more proposed service and/or work order(s) (in the form proylded or approved by TWC) or via a mutually agreed electronic order entry system. Upon TWC's acceptance of a proposed service andlor work order(s), such proposed service and/or work order(s), shall be deemed a °Service Order° hereunder and shall be deemed incorporated Into the Master Agreement. A proposed service andlor work order shall be deemed awepted upon the earlier of (a) TWC's acceptance of such proposed service andlor work order In writing; or (b) TWC's commencement of delivery of the SeMces) set forth in such proposed service and/or work order. 3.0 SERVICE & EQUIPMENT INSTALLATION. Customer shall obtain and melntain, or ensure that each Customer employee or branch office to whom the Services will be provided, or who shall use the Service (each, an °End User', shall obtain and melntain throughout the Term, such consents (including without limitation landlord and land owner consents) es era necessary to timely permH, and shell timely permit, TWC personnel to Install, delver, operate and maintain the Services and TWC Equipment (as defined in Section 4 below) at Customer's and any Customer End User's facilities. Customer shall permit TWC reasonable access to the Customer and any End User facilities at any time es needed to install, configure, upgrade, maintain or remove the NJC. Equipment and other Service components collocated at Customer's or an End User's facilities. Customer shall make and melntain throughout the Term all reasonable site preparations necessary to permit the installaffon, maintenance and operation of the SeMce and any TWC Equipment as specified by TWC and that ie required to provide the Services hereunder. In addition, Customer will provide TWC with Floor space, rack space, other space and clean power as Is reasonably necessary for the installation and oparet(on of 1WC Equipment al the Customer locations Identified In a SeMce Order. Customershall not charge TWC, and shall ensure that TWC does not incur, any fees or expenses whatsoever in connection with Customer's provision of space, power, or access as described herein, or otherwise In connection with Customers performance of its obligations pursuant to this Section 3; and any such fees or expenses charged by a Customer End User shall be borne solely by Customer. Provided that Customer properly performs all necessary site preparation and provides TWC with all required consents, TWC shall use commercially reasonable efforts to install the Service In accordance with the requested Service start date indicated on a SeMce Order. TWC shall provide Customer with a completion notice ("Completion Natlce') upon completion of the Installation of a Service. In the event that TWC is unable to Install the Service In accordance with the agreed upon schedule as a result of (I) Customers (or Its End Users) failure to deliver any required materials, support or information to TWC; or (II) TWC not being able to obtain access to equipment or software at the Installation locatlon as necessary for installation of the Service, then Customer shell pay TWC the standard installation fee as identified on the applicable Attachment hereto for any Installation idp made by TWC and an additional Installation fee for each subsequent trip necessitated to perform the Service Insiallatlon. Interconnection of the SeMces and TWC Equipment with Customers or an End .Users equipment will be pertormed by Customer unless otherwise agreed in writing between the Partlas. 4.0 SUPPORT & MAINTENANCE. TWC shall use commercially reasonable efforts to maintain the TWC-provided and installed equipment, Including as applicable, any cabling, cable modems, related splitters, routers or other items, (collectively, °TWC Equipment") on TWC's side of the demarcation points used by TWC to provide the Service. Noiwithstanding any contrary provision sat forth in the Master Agreement, equipment and services on Customer's side of the demarcation points, as well as any other Customer-provided equipment, are the responsibility of Customer. TWC shall provide a telephone number end email address for Inquiries and remote problem support for the Service. All such Customer support shall be provided only to Customer's designated personnel, as mutually agreed upon by TWC and Customer. Customer Is responsible for all communications and Intertaces with Its End Users. In no event shall TWC be responsible for providing support for any network, equlpmenl or software not provided and installed by TWC or for issues or problems beyond its control. Notwithstanding anything to the contrary in the foregoing, TWC shall use commercially reasonable efforts to restore any cable cuts on the TWC network and shall keep Customer reasonably advised of such restoration progress. Customer agrees to provide routine operational Service support for TWC Equipment and Service components collocated at Customer's or an End User's facility, including without limitation by performing reboots, as requested by TWC. 5.0 CUSTOMER OBLIGATIONS. 5.1 Customer's use of the Service (Including all content transmitted via the Service) shall comply with atl applicable laws end regulations and the terms of the MasterAgresment. Customer agrees not to resell or redistribute (whetherfora fee or otherwise) the Service, or any portion thereof, or make any use of the Service other than for Customer's internal business purposes, unless otherwise agreed in wdting by TW C. Customer shall ensure that its End Users' use of the Service, if any, shall comply with all applicable laws and regulations and terms of the Master Agreement and any applicable Terms of Use (which are Incorporated herein by this reference). "Terms of Use' means all applicable Service policies, Including without limitation acceptable use policies, and other terms and conditions established by TWC end aveilabla on the TWC web site, www.twcbc.com/legal, as maybe modified from time to time by TWC, in its sole discretion. TWC may audit Customer's use of the SeMce remotely or otherwise, to ensure Customer's compliance with the Master Agreement. 5.2 Customer shell ensure That all TWC Equipment at Customer's and Customers End Users' fatalities remains free and clear of all liens and encumbrances and Customer shall be responsible for loss or damage to the TWC Equipment while at Customer's or an End User's tacllitles. As between the Parties, Customer Is solely responsible for: (a) all use (whether or not authorized) of the Service by Customer, an End User or any person or entity, which use shall be deemed Customer's use for purposes of this Agreement; (b)all content that is viewed, stored or transmitted via the Service; and (c)all third party 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 equlpmenl and software, to the technical specifications far the Service provided by TWC. 6.0 TERM. The Master Agreement shall commence on the date of the last signature on the Service Agreement (the "Effective Date")and shall remain in effect for the tens specified In the Service Agreement, or'rf no term is spec'rfied, until the expiration or termination of elf Service Orders (the °Term"). The term for the applicable Service shall he set forth in The Service Order ("Initial Order Term")and shall remain in effect until expiration as sal forth in the Service Order. Unless otherwise specified in the Service Agreement, if the Customer continues to receive Services after the expiration of the Initial Order Term, the Services shall renew on a month to month basis on the same terms and conditions (°Renewal Order Term", collectively with Initial Order Term, °Order Term"). The fees for the Renewal Order Term shall be as set forth in Section 7. 7.0 PAYMENT. For each Service, Customer agrees to pay TWC all recurring and non-recurring charges, fees and taxes, (which may include Service Installation and activation charges, measured and usage-based charges, local, long distance, directory assistance and operator services calling charges, and equipment and tacllitles charges) (wllectively the °Service Charges")asset forth on the Service Order In accordance with the following payment terms: Service Charges will be killed to Customer on a monthly basis, and are payable within thirty (30) days after the date appearing on the Invoice. TWC will not defer any charges while Customer awaits reimbursement, subsidy, discount or credit from any third party or govemmenl entity, and Customer shall have the obligation to pay all charges regardless of the status of any such reimbursement, subsidy, discount or credit. TWC shall have the dght to Increase Service Charges for each Service after the Initial Order Term for such Service upon thirty (30) days written notice to Customer. TWC may charge a late fee for any amounts which are not paid when due. The late fee will be the lesser of one and one-half percent (1.5%) per month or the highest rate chargeable by law. Customer shall also be responsible for all costs of collection (Including reasonable attorneys' tees) to collect overdue amounts. If TWC falls to present a charge In a timely manner, such failure shall not constitute a waiver of the chargea for the fees to which it relates and Customer shell pay such invoice In accordance with these payment terms. 8.0 TAXES. 8.1 Customer shall pay all federal, state, and local taxes, government fees, charges, surcharges or similar exactions Imposed on the Services andlor products that are the subJect of the Master Agreement including but not limited to state and local sales and use taxes, telecommunicaflonstexes, federal and state universal servlce fund fees and/or state and local regulatory fees to the extent applicable. TWC shall have the right to recover from Customer the amount of any slate or local fees, charges or taxes arising as a result of this Agreement that are Imposed on TWC or 1lNC's services, or measured on TWC's receipts. Such fees or taxes shall be invoiced to Customer in the form of a surcharge included an Customer's Invoice. TWC shell be responsible for and shall pay all taxes measured by TWC's net income. To the extent that a dispute arises as to which Party is liable for fees or taxes under the Master Agreement, Customer shall bear the burden of proof In showing that the fee or tax Is Imposed upon TWC's net Income. This burden may be satisfied by Customer producing wditen documentation from the Jurisdiction Imposing the fee or tax Indicating. that the fee or taz Is based on TWC's net income. Customer shall be responsible for providing TWC any and all documentation substantiating a claim for exemption from taxes or fees prior to the date that Services are first provided under the Master Agreement. To the exent such documentation Is held Invalid for any reason, Customer agrees to reimburse TWC for any tax or fee liability Including without Ilmitafion related interest and penalties arising from such invalid documentation. 8.2 Customer acknowledges that currently, and from time to time, there is uncertainty about the regulatory classification of some of the Services TWC provides and, consequently, uncertainty about what fees, taxes and surcharges era due from TWC and/or Its customers. Customer agrees that TWC has the right to determine, in Its sole discretion, what fees, taxes and suroharges are due and fo collect and remit them to the relevant governmental authorities, and/or to pay and pass them through to Customer. Customer hereby wolves any claims it may have regarding TWC's collection or remittance of such fees, taxes end surcharges. Customer understand that it may obtain a Ilst of the fees, taxes and surcharges that TWC currently collects or passes through by wrltlng to TWC at the following address and requesting same: Time Warner Cable, 7800 Crescent Executive Drive, Charlotte, North Carolina, 28217; Atten[fon: Subscriber Tax Inquiries. 9.0 PROPRIETARY RIGHTS AND CONFIDENTIALITY. 9.1 iN/C's Proprietary Rights. All materials including, but not limited to, any TWC Equipment (Including related firmware), software, data and information provided by TWC, any identifiers or passwords used to access the Service or otherwise provided by TWC, and any know-how, methodologies or processes Including, but not limited to, all copyrights, trademarks, patents, trade secrets, any other proprietary dghts inherent therein and appurtenant thereto, used by TWC to provide the Service (collectively ~WC Materials°) shall remain the sole and exdusive properly of TWC or Its suppliers. Customer shall acquire no Interest in the TWC Materials by virtue of the payments provided for herein. Customer may use the TWC Materials solely for Customer's use of the Service. Customer may not disassemble, decomplle, reverse engineer, reproduce, modify or distribute the TWC Materials, In whole or in part, or use them for the benefit of any third party. All rights in the TWC Materials not expressly granted to Customer herein are reserved to TWC. Customer shall not open, alter, misuse, tamper with or remove the TWC Equipment as and where Installed by TWC, and shall not remove any markings or labels from the TWC Equipment Indicating TWC (or Its suppliers) ownership or serial numbers. 9.2 Confidentiality. Customer agrees to maintain In confidence, end not to dlsdose to third parties or use, except for such use as is expressly pertnltted herein, the TWC Materials and any other information and materials provided by TWC In connection with this Agreement, that are identified or marked as confidential or are otherwise reasonably understood to be confidential, including but not limited to the content of this Agreement. 9.3 Software. If software is provided to Customer hereunder, TWC grants Customer a limited, non-exclusive and non- Iransferable license to use such software, In object code form only, solely for the purpose o1 using the servlce for Customer's Internal business purposes during the Term. 10.0 MONITORING, EQUIPMENT UPGRADES AND MODIFICATIONS. TWC has the right, but not the obligation, to upgrade, modify and enhance the TWC Equipment (Including related firmware) and the Service and fake any action that TWC deems appropriate to protect the Service and its facilities. TWC has the right to add to, modify or delete any provision of these Terms and Conditions (including the Terms of Use). TWC will notify Customer of any material adverse change to these Terms and Conditions (including the Terms of Use) ar Service desctlptlons by posting such mod~ed Terms and Conditions (including.the Terms of Use) or Service description on the TWC web site or by email, or, if applicable, In the appropriate TWC tariff. Upon the effectiveness of any addition, modification or deletion, Customer's con8nued use of the Services shall constitute Customer's consent to such addition, modification or deletion, antl agreement to continue to be bound by the MesterAgreement. In any event, if TWC modifies the Services or these Terms and Conditions (Including the Terms of Use) and such modification has a material adverse impact on Customer's ability to use the Service, Customer may, within the thirty (30) day period fallowing the date of such modlficafion, terminate, without penalty, the Service Order relating to the affected Service. 11.0 TERMINATION. Etther Party may terminate a Service Order; (a) upon thirty (30) days written nonce of the other Partys materlai breach, provided that such material breach is no! cured within such thirty (30) day period: or (b) immediately, In the event that the other Party liquidates, Is adjudicated as bankrupt, makes an assignment for the benefit of creditors, Invokes any provision of law for general relief from Its debtors, initiates any proceeding seeking general protection from Its creditors, or Is removed or delisted from a trading exchange. In addition, in the event that Customer fails fo comply with any applicable laws or regulations, the terms of the Master Agreement or the Terms of Use, TWC may upon thirty (30) days written notice suspend or discontinue any applicable Service in whole or In part without further notice, provided that such failure is not cured within such thirty (30) day period. in addition, TWC may Immediately terminate or suspend Customer's or Its End Users use of the Service if such use is determined by TWC, in its sole discretion, to be resulting iha material degradation of the TWC network, until such time as such degradation has been remedied. TWC will use commercially reasonable efforts to assist Customer In remedying such degradation. In the event of a suspension, TWC may require the payment of reconnect or other charges before restarting the suspended Service. Upon the termination or expiration of the Master Agreement and the Service Order(s) hereunder: (i) TWC's obligations hereunder shall cease; (ii) Customer shall promptly pay all amounts due and owing to TWC for Service delNered prior to the date of termination or expiration, and any deinstallaifon fees identified in the Service Order(s), 'rf any; (ill) Customer shall promptly cease all use of any software provided by TWC hereunder, and shall return such software to TWC; and (iv) Customer shall return to TW C or permit TWC to remove, In TWC's discretion, the TWC Equipment in the same condition as when received, ordinary wear and tear excepted. Customer shall be responsible for reimbursing TWC for Ore reasonable and documented costs of the repair or replacement, et TWC's dlswetion, of any TWC Equipment not relumed in accordance with this Secllon 11. In addition, notwithstanding anything to the contrary herein, upon early terminaficn of a Service Order by Customer for any reason other than as set forth In Section 11(a) or 11(b) above or by TW C far any reason set forth In Section ti(e) or 11(b) above, Customer shell, at TWC's discretion: (1) promptly pay TWC the full amount of the Service Charges that Customer would have been charged for the remainder of the Initial Term or the then-current renewal term; or (2) reimburse TWC Tor all volume, term or other discounts and credits provided In anticipation of full pertormance of Customer's obllgagons and any unpaid portion of the installation fee set forth in the applicable Service Order(s). Notwithstanding the foregoing, Customer or TWC may immediately terminate the applicable Service Order without penalty If after entering info such Service Order, TWC conducts a site survey and learns that the construction costs will require a material Increase In the Service Charges. The foregoing shall be In addition to any other rights and remedies that TWC may have under the Master Agreement or at law or equity. 12.0 IN DEMNIFICATION. Customer agrees to defend, indemnify and hold harmless TWC, its affiliates, Its service providers end suppliers end 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: (a) the use of the Service, Including but not limited to a breech of Section 5 herein; (b) personal injury or property damage caused by the negligence or willful misconduct of Customer or its employees or agents; (c) any fees, fines or penalties incurred by TWC as a result of Customer's violation of the 10% Rule as se[ forth In Attachment D: or (d) breach of the terms goveming any use of music services provided as part of the Service. 13.0 DISCLAIMER OF WARRANTY. CUSTOMER ASSUMES TOTAL RESPONSIBILITY FOR USE OF THE SERVICE AND USES THE SAME AT ITS OWN RISK. TWC EXERCISES NO CONTROL OVER AND HAS NO RESPONSIBILITY WHATSOEVER FOR THE CONTENT TRANSMITTED OR ACCESSIBLE THROUGH THE SERVICE AND TWC EXPRESSLY DISCLAIMS ANY RESPONSIBILITY FOR SUCH CONTENT. EXCEPT AS SPECIFICALLY SET FORTH IN THE MASTER AGREEMENT, THE SERVICE, TWC EQUIPMENT AND TWC MATERIALS ARE PROVIDED °AS IS; WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, NON-INFRINGEMENT, SYSTEM INTEGRATION, DATA ACCURACY, QUIET ENJOYMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NO ADVICE OR INFORMATION GIVEN BY TWC, ITS AFFILIATES OR ITS CONTRACTORS OR THEIR RESPECTIVE EMPLOYEES SHALL CREATE ANY WARRANTY. TW C DOES NOT REPRESENT OR WARRANT THAT THE SERVICE W ILL MEET CUSTOMER'S REQUIREMENTS, PREVENT UNAUTHORIZED ACCESS 8Y THIRD PARTIES, BE UNINTERRUPTED, SECURE, ERROR FREE, WITHOUT DEGRADATION OF VOICE QUALITY OR LOSS OF CONTENT, DATE OR INFORMATION OR THAT ANY MINIMUM TRANSMISSION SPEED IS GUARANTEED AT ANY TIME. EXCEPT ASSET FORTH IN THE MASTER AGREEMENT, TWC DOES NOT WARRANT THAT ANY SERVICE OR EQUIPMENT PROVIDED BY TWC 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. 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 AN END USER'S COMPUTER SYSTEM OR EQUIPMENT (INCLUDING NETWORK EQUIPMENT) OR LOSS OF SUCH DATA, MATERIAL OR TRAFFIC DURING, OR THAT RESULTS FROM, CUSTOMER'S OR ITS END USERS' USE OF THE SERVICE INCLUDING, BUT NOT LIMITED TO, CUSTOMER'S OR END USERS' SENDING OR RECEIVING, OR UPLOADING OR DOWNLOADING, OR ATTEMPTS TO DO SAME, OF SUCH DATA, MATERIAL OR TRAFFIC. IN ADDITION, CUSTOMER ACKNOWLEDGES AND AGREES THAT TWC'S THIRD PARTY SERVICE PROVIDERS DO NOT MAKE ANY WARRANTIES TO CUSTOMER UNDER THIS AGREEMENT AND TWC DOES NOT MAKE ANY WARRANTIES ON BEHALF OF SUCH SERVICE PROVIDERS UNDER THIS AGREEMENT, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, SYSTEM INTEGRATION, DATA ACCURACY OR QUIET ENJOYMENT. 14.0 LIMITATION OF LIABILITY. IN NO EVENT SHALL TWC BE LIABLE TO CUSTOMER, AN END USER OR ANY THIRD PARTY FOR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL OR PUNITNE DAMAGES ARISING OUT OF OR RELATING TO THE MASTER AGREEMENT, REGARDLESS OF WHETHER TWC HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TWC'S AGGREGATE LIABILITY FOR ANY REASON AND ALL CAUSES OF ACTION ARISING OUT OF OR RELATING TO THE MASTER AGREEMENT (INCLUDING, BUT NOT LIMITED TO, CONTRACT, TORT (INCLUDING NEGLIGENCE) AND STRICT PRODUCT LIABILITY)) SHALL BE LIMITED TO THE FEES PAID OR OWED BY CUSTOMER UNDER THE SERVICE ORDER THAT IS THE SUBJECT MATTER OF THE CLAIM IN THE SIX (6) MONTHS PRECEDING THE DATE THE CLAIM ARISES. IN NO EVENT SHALL TWC'S AFFILIATES, THIRD PARTY SERVICE PROVIDERS OR SUPPLIERS HAVE ANY LIABILITY TO CUSTOMER HEREUNDER. TWC SHALL NOT BE RESPONSIBLE FOR ANY LOSSES OR DAMAGES ARISING AS A RESULT OF THE UNAVAILABILITY OF THE SERVICE, INCLUDING THE INABILITY TO REACH 911 OR OTHER EMERGENCY SERVICES, THE INABILITYTO CONTACT A SECURITY SYSTEM OR REMOTE MEDICAL OR OTHER MONITORING SERVICE PROVIDER OR ANY FAILURE OR FAULT RELATING TO CUSTOMER- PROVIDED EQUIPMENT, FACILITIES OR SERVICES. 15.0 DISCLOSURE OF CUSTOMER INFORMATION. Customers privacy interests, including Customer's ability to limit disclosure of certain Informatlon td third parties, maybe addressed by, among other laws, the Federal Telecommunications Act (the "Telecommunications Act), the Federal Cable Communications Act (the °Cable Act), the Electronic Communications Privacy Act, and, to the extent appllcable, state laws and regulations. Customer proprietary network Information and personally identthabie information that may be collected, used or disclosed in accordance with applicable laws is described in Attachment B (Voice Services), the Subscdber Pdvacy Notice, and, if applicable, in TWC's tariff, which ere Incorporated herein by reference. The Subscriber Pdvacy Notice is available at www.iwcbc.com/legal. In addition to the foregoing, Customer hereby acknowledges andagrees thatTWC may disclose Customer's and Its employees' personally identifiable informaton as required bylaw or regulation, or the American Registry for Internet Numbers ("ARIN") or any similar agency, or in accordance with TWC's Subscriber Privacy Notice or, iF applicable, tariff. In addition, TWC shall have the right (except where prohibited bylaw notwithstanding Customer's consent), but not fhe obligation, to disclose any Informatlon to protect Its rights, property and/or operations, or where circumstances suggest that individual or public safety is in peril. 16.0 FORCE MAJEURE. Notwithstanding anything to the contrary contained herein, a Party shall have no liability to the other hereunder due to circumstances beyond Ifs control, including, but not limited lo, acts of God, terrorism, Flood, Flber cuts, natural disaster, regulation or govemmenfal acts, fire, civil disturbance, weather, or any unauthorized access fo or destruction or modification of the Service, in whole or in part (each a "Force Majeure Event"). Notwithstanding anything to the contrary herein, Customer may terminate the affected Service Order(s) in its entirety and without penelty'rf a Force Mejeure Event continues for more than ten (10) consecutive days and prevents TWC from delivering the Service under such Service Order(s). 17.0 REGULATORY AND LEGAL CHANGES, POLE ATTACHMENT AND CONDUIT CHARGES, TARIFFS. In the event of any change inapplicable law, regulation, decision, rule or order, including without limitation any new application of orincrease many government- orquasi-government-Imposed fees or charges that Increases the costs or other terms of TWC's delivery of Service to Customer, or, in the event of any Increase In pole attachment or conduit charges applicable to any facilities used by TWC in providing the Service, Customer acknowledges and agrees that TWC may pass through to Customer any such increased fees or costs, but only to the extent of the actual Increase,- provided TWC notifies Customer atleast-thirty (30) days in advance of the increase. In such case, and if such Increase matedaily increases the fees or charges due by Customer hereunder for fhe appllcable Service, Customer may, within thirty (30) days after nodflcaUon of such Increase, terminate the affected Service without incurring termination liability, provided Customer notifies TWC at least fifteen (15) days in advance of Customer's requested termination date. Further, in the event that TWC is required to file tariffs or rate schedules with a regulatory agency or otherwise publish Its rates In eccerdence with regulatory agency rules or policies respecting the delivery of the Service or any portion thereof, and TWC Is required under applicable law to apply those rates to Customer's purchase of Service under the Master Agreement, then the terms set forth in the appllcable tariff or rata schedule shall govern TWC's delivery of, and Customer's use or consumption of the Service. In addition, If TWC determines that offering ar providing the Service, or any part thereof, has became impracticable for legal or regulatory reasons or circumstances, Ihen TWC may terminate the Master Agreement and any affected Service Orders without liability, by gluing Customer thirty (30) days prior written notice or any such notice as is required bylaw or regulation applicable to such determination. 17.1 The Master Agreement, its Attachments and the Service Order(s) are subject to all applicable federal, state or local laws and regulations In affect in the relevant jurisdiction(s) in which TVyC provides the Services. If any provision of the Master Agreement, the Attachments, or the Service Order(s) contravene or are in conflict with any such law or regulation, then the terms of such law or regulation shall take priodty aver the relevant provlslon of the Master Agreement, the Attachments, and/or the Service Order(s). If the relevant law or regulation applies to some but not all of the Service(s) being provided hereunder, then such law or regulation will take priority over the relevant provision of the Master Agreement, the Attachments, and the Service Order(s) only for purposes of those SeMce(s) to which the law or regulation applies. Except as expliclUy stated In the Master Agreement, nothing contained in the Master Agreement shall constlfute a waiver by TWC of any rights under applicable laws or regulations pertaining to the installation, operation, maintenance or removal of the Services, facilities or equipment. 18.0 ENTIRE AGREEMENT. The Master Agreement, including without Ifmltatlon all attachments that are attached hereto and incorporated herein by this reference, sets forth the entire agreement behveen the Parties with respect to the subject matter hereof and supersedes all previous written or oral agreements or representations 6elween the Parties with respect to such subject matter. 19.D ORDER OF PRECEDENCE. - Each Service shall be provisioned pursuant to the terms and conditions of the Master Agreement. In the event that TWC permits a Customer to use Its own standard purchase order form to order the Service, the Parties hereby acknowledge and agree that the terms and conditions hereof shall prevail notwithstanding any variance with the terms and condillons 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 Service Agreement or Service Order are Inconsistent wllh the terms of these Terms and Condlllons, the terms of the Service Agreement then the terms of the Service Order shall control. 20.0 COMPLIANCE WITH LAWS. As between the Parties, TWC will obtain and malntaln at Its own expense all Ilcenses, approvals and regulatory authority required bylaw with respect to TWC's operation and provlslon of the Services as contemplated herein, and Customer will obtain and maintain at Its own expense all licenses, approvals and regulatory authority required by law with respect to Customer's use of the Services as contemplated herein. Unless specified otherwise In the MasterAgreemenl, each Party will glue all notices, pay all fees and comply with all laws, ordinances, rules and regulations releUng to ita performance obligations specified herein. 21.0 ARBITRATION. EXCEPT FOR CLAIMS FOR INJUNCTIVE RELIEF, AS DESCRIBED BELOW, ANY PAST, PRESENT, OR FUTURE CONTROVERSY OR CLAIM ARISING OUT OF OR RELATED TO THE MASTER AGREEMENT SHALL BE BROUGHT IN THE BOROUGH OF MANHATTAN, CITY OF NEW YORK AND SHALL BE RESOLVED BY BINDING ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION UNDER ITS COMMERCIAL ARBITRATION RULES, INCLUDING, IF APPLICABLE, THE SUPPLEMENTARY PROCEDURES FOR THE RESOLUTION OF CONSUMER RELATED DISPUTES. CONSOLIDATED OR CLASS ACTION ARBITRATIONS SHALL NOT BE PERMITTED. THE ARBITRATOR OF ANY DISPUTE OR CLAIM BROUGHT UNDER OR IN CONNECTION WITH THE MASTER AGREEMENT SHALL NOT HAVE THE POWER TO AWARD INJUNCTIVE RELIEF; INJUNCTIVE RELIEF MAY BE SOUGHT SOLELY IN AN APPROPRIATE COURT OF LAW. NO CLAIM SUBJECT TO ARBITRATION UNDER THE MASTER AGREEMENT MAY BE COMBINED WITH A CLAIM SUBJECT TO RESOLUTION BEFORE A COURT OF LAW. THE ARBITRABILITY OF DISPUTES SHALL BE pETERMINED BY THE ARBITRATOR. JUDGMENT UPON AN AWARD MAYBE ENTERED IN ANY COURT HAVING COMPETENT JURISDICTION. IF ANY PORTION OF THIS SECTION IS HELD TO BE UNENFORCEABLE, THE REMAINDER SHALL CONTINUE TO BE ENFORCEABLE. 22.0 MISCELLANEOUS. The interpretation, validity and enforoement of the Master Agreement, and all legal actions brought under or In connection with the subject matter of the Master Agreement, shall be governed by the law of the State of New York (except that any conflicts-of- law prlnclplas of such state that would result in the application of the law of anotherJurisdiction shall be disregarded). Any legal action brought under or in connection with the subject matter of the Master Agreement shall be brought only in the Untted States Dlstrlct Court for the Southern District of New York or, if such court wculd not have jurisdiction over the matter, then only In a New York State court sitting in the Borough of Manhattan, Clty of New York. Each party submits to the exclusive Jurisdiction of these courts and agrees not to commence any legal action under or in connection with the subject master of the Master Agreement in any other court or forum. Each Party waives any objec8on to the laying of fhe venue of any legal action brought under or in connection with the subject matter of the Master Agreement In the Federal or state courts sitting in the Borough of Manhattan, Clty of New York, and agrees not to plead or claim In such courts that any such action has been brought In en inconvenient forum. In the event that any portion of the Master Agreement Is held to be Invalid or unenforceable, the Invalid or unenforceable portion shall be construed In accordance with applicable law as nearly as possible to reflect the orlglnal Intentions of the parties set forth herein and the remainder of the Master Agreement shall remain in full force and effect. No waiver of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. Customer may not assign fhe Master Agreement without the prior written consent of iWC, and any assignment In vlolallon of this Section shall be null and void. TWC may assign its rights and obligations under the Master Agreement including, without limitation, in whole or In part, to any affiliate without the prior written approval of or notice to Customer. Customer understands and agrees that, regardless of any such assignment, the rights and obttgations of TWC herein may accrue to, or be tulfllled by, any affiliate, as well as by TWC and/or Its subconhactors. Customer may not issue a press release, public announcement or other public statements regarding the Master Agreement vrithout TWC's prior written consent. Excluding any third party claims, claims under the Master Agreement must be Inlflated not later than two (2) years after the claim arose. There are no third party beneficiaries to the Master Agreement. The Parties to the Master Agreement era Independent contractors. Any notice under the Master Agreement shell be given in writing and shell be deemed to have been given when actually received by the other Parry. Notices shall be delivered to Customer and TWC at the respective addresses set forth above, or to such other address as Is provided by one Party to the other in writing. Notices to TWC shell include a cc to: Time Wamer Cable Inc., 60 Columbus Circle, New York, New York, 10023, Attn: General Counsel, Fax: (212) 364-8254. The provisions of sections 7, 8, 9, 11,12, 13, 14, 15, 17.1, 18, 19, 21 and 22 and the Attachments shall survive the termination or expira8on of the Master Agreement. The Master,~greement maybe executed In counterparts, each of which shall be deemed an orlglnal and all of which together shall constitute one and the same'instrument. Attachment A Business Class Cable TV Service ("Cable N Service") Cable N Service: If Customer selects to receive the Cable N Service, TWC shall provide Basic and Standard Cable services. Customer understands and agrees that premium program services, such as HBO, Cinemax, Showtime, and The tvtovle Channel, may not be received or shown on any television receivers located in any public areas, such as lounges, dayrooms, visiting areas or other common areas used by groups or the general public, nor shall Customer authorize or approve of any copying, taping or duplicating thereof. TWC shall have the right to add, modify, or delete channel Ilne-ups. Customer's use of the Cable N Service Is subject to the following additional terms and conditions: In the event Ihat changes in technology require the use of specialized equipment to continue to rece(ve Cable N Services, TWC agrees to provide such equipment end Customer agrees to pay for such equipment at the same rate charged by TWC to commercial customers in the municipality In which Customer's property receiving the Cable N Service Is located. In the event that any TWC audit reveals that Cuatomer's usage of the Cable N Service exceeds Customer's rights hereunder, Customer shall pay TWC an amount equal to one and a half ilmes the Service Charges that would have been due for such excessive usage as liquidated damages and not as a penalty. In addition, Customer shall either disconllnue any excess usage or thereafter continue to pay the applicable Service Charges for such additional usage. The monthly service charges set forth In a Service Order for Cable N Service do not Include applicable taxes, regulatory fees, franchise fees and public access fees. Notwithstanding anything to the conVary in this Agreement, the monthly service charges for the Cable N Service are subject to change in accordance with commercial Cable N rate increases applied to commercial customers. Attachment B Business Class Phone Servlce and Buslness Class PRI'Sarvice (cellecgvely, Woice Services°) Business Class Phone Service: If Customer selects to receive the Business Class Phone Service, Customerwill receive telephone service consisting of one or more telephone lines and a variety of features, as described more fully In the applicable SeMce Order. Business Class PRI Service: If Customer selects to receive the Buslness Class PRI Service, Customerwill receive voice and call processing services via a full or fracSonal DS-1 level Primary Rate Interface (°PRI°) connection to Customer's private branch exchange (°PBX") or other equipment facllllfes and services (°Cuslomer-provided equipment or °CPE°), and a variety of features, as described more fully in the applicable Service Order. Customer's use of the Voice Services Is subject to the following additional terms and conditions: Customer acknowledges that the voice-enabled cable modem used to provide Business Class Phone Service and the integrated access device ("IAD°) used to provide the Buslness Class PRI Service are electrically powered and that the Voice Services, including the ability to access 911 services and alarm, security, medical and other monitoring services, may not operate In the event of an electrical power outage or a TWC network service interruption. Customer also acknowledges that, in the event of a power outage at Customer or any End User's tacllity, any back-up power supply provided with a TWC-provided voice-enabled cable modem or IAD may enable service for a limited period of time or not at all, depending on the clrcumsfances, and that the use of a back-up power supply does not ensure that the Voice Service will be available in all clrcumsfances. Cuslomer shall specifically advise every end user of the Voice Servlce that the Business Class voice-enabled customer premises equipment is electrically powered an, In the event of a power outage or Time Wamer Cable network failure, the Voice SeMce and E971 may not be available. Customer shall distribute to all end users of the Voice Services labels/stickers (to be supplied by TWC) and Instruct all and users of the Voice Services to place them on our near the equipment used In conjunction with the Voice Service. The location and address associated with the Voice Service will be the address identified on the Service Order (the 'Master Address"). Customer is not permitted to move TW C Equipment from the Master Address in which it has been installed.. If Customer moves the voice-enabled cable modem or IAD to an address other than the Master Address 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 Master Address Identified on the Service Order and not the new address. The Voice Service does not provide the capablllty to support Enhanced 911 SeMce from multiple locations or from a location other than the Master Address. If Customer intends to assign telephone numbers to one or more locations other than the Master Address, Customer shall obtain from the Incumbent LEC, a competifive LEC, or Time Wamer Cable a local telephone Ilne or Ilnes 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 cells 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 bcation(s) are transported and delivered over those local telephone Ilnes. Customer lurther agrees to defend, Indemnify and hold harmless N/C, its afflllales, its service providers and suppliers and their respective officers, directors, employees and agents, from and against third parry claims, Ilebilltlea, damages and expenses, Including reasonable attorneys' and other professionals' fees, arising out of or relating to 911 calls made by end users of the Voice Service from locations other than the Master Address. Customer agrees that TWC will not be responsible for any losses or damages arising as a result of the unavailability of the Voice Service, including the Inability to reach 911 or other emergency saMces, the inability to contact a security system or remote medical or other monltodng service provider or any failure or fault relating to Customer-provided equipment, fadli[Ies or services; the use of third-party enterprise 911 solutions or Customer's attempt to access the Voice Service from a remote location. Customer acknowledges that TWC does not guarantee that the Voice Service will operate with alarm, security, medical and/or other monitoring systems and services or Customer-provided equipment, fecillties and seMces (°Alarm Services'). Customer must ensure that all Alarm Services and related slgnai transmisslon services are tested to validate that they remain Tully operational after Installation of Voice Service. Customer is solely responsible for obtaining such testing from the appropriate Alarm Service providers, ensuring that such testing is completed In a timely manner, and confirming that the Alarm Services and any related Customer-provided equipment, (acllities and systems that are connected to the Voice Service operate propedy. Customer is solely responsible for any and all costs associated with this activity. TWC's obligation is to provide Voice Service to the customer-accessible interface device or equipment Installed by TW C at the TWC network demarcation point on the Customer's premises. Customer Is solely responsible for coordinating and complating any and all rearrangement, augmentation and configurtion of Customer-provided equlpmenf, facllifles and systems to be used with the Voice Service and connecting such equipment, facilities and systems to the TWC network interface device or equipment. Customer must notify TWC at least seventy two (72) hours prior to the Customer's scheduled Installation appointment If the Customer seeks to reschedule installation for any reason. Additional charges may apply for non-standard installation and missed installation appointments. Customer agrees fo provide TWC and Its authorized agents with access to Customers Internal telephone wldng at the network Interface device or at same other minimum point of entry in order to facilitate the installation end operation of the Volca Service over existing wiring. Customer hereby aulhorizes TWC to make any requests from Customer's landlord, bullding owner and/or bullding manager, as appropriate and to make any requests necessary to other or prior communications service providers as necessary and appropriate to ensure that TWC has all access to Inside wlring and cabling necessary and sufficient to efficiently and securely install the Voice Service and all related equipment. Information relating to Customer calling details (°Calling Details°), including the quantity, configuration, type, desfiriation and amount of Voice Service usage by Customer, and information contained in Customer's bills (collectively, °CUStomer Proprietary Network Informatlon° or °CPNI"), that Is obtained by TWC pursuant to its provision of the Voice Service will be protected by TWC as described herein, In the Time Warner Cable Privacy Policy and In accordance with applicable federal and state requirements. Notwithstanding the foregoing, the following shall not be CPNI: (i) Customer's directory listing Information, and (ii) aggregated and/or complied information that does not contain customer-specific references, even If CPNI was used as a basis for such Information. TWC may use and disclose CPNI when required by applicable law. TWC may use CPNI and share CPNI with its partners and contractors without Customer consent: (1) to provide services and 6111s to Customer; (li) pursuant to applicable law; (III) to protect the Interests.of TWC, Customer and related parties In preventing fraud, theft of services, abuse, harassment and misuse of telephone services; (iv) to protect the security and integrity of TWC's network systems; and (v) to market addlgonal TWC services to Customer that are of the same category as the services that Customer purchases from TWC. TWC will obtain Customers consent before using CPNI to market to Customer TW C services that are not within the categories of services that Customer purchases from TWC. Customer agrees that, except as provided in Section 14.0 of the Terms and Conditions and applicable taw, TWC will not he liable for any losses or damages arising as a result of disclosure of CPNI. Customer may obtain from TWC Calling Details showing Customer's outbound calls made within a trailing 9o-day period. Customer may access this Information by logging in through Customers secure account information page on TWC's web portal or by requesting such information in writing or by telephone call to TWC. If Customer has not bean assigned a designated account representative, TWC will respond to Customer requests for Customer Calling Details only in compliance with TW C'sthen-current authenttrallon requirements and applicable law. Such autheniicatlon requirements may require Customer to obtain a secure password, which maybe required for both online and telephone requests For Calling Details. TWC will provide the requested Calling Details by sending a printout or CD containing the requested information to the Customer's account address of record or by making the document or Information avellable to Customer or Customers employee at a TWC retail location upon presentment of a valid government-issued photo ID by Customer. TWC will notify Customer of any requests to change account passwords, activate online account access and change Customer's account address of record. TWC may provide such notice by volcemail, by a-mail or by regular mall to Customers prior account address of record. If TWC has assigned a designated account representative to Customer, Customer may Identify a person or persons who are authorized to request Calling Details from the designated account representative, with or without further identity aulhentlcatlon, al Customer's opgon, and may designate the means by which TWC will provide such information to Customer (e.g., electronically, by lax, by mail, orally or otherwise) ("Calling Detail Preauthorizatlon Plan°). Thereafter, TWC will provide requested Calling Detail In accordance with the Calling Detail Preauthorizatlon Plan. Customer Is responsible for: (I) ensuring thatTWC receives timely notice of any changes to the list of authorized Individuals (il) the accuracy of Customer-defined additional authentication information and practices; and (iii) maintaining the security and confidenliallty of the Calling Detail Preauthorizatlon Plan. TWC will not be liable to Customer for any discosure of Calling Detail, Including CPNI, that occurs ff TWC has complied with the Calling Detail Preauthorization Plan. In the event that a material error or omission In Customers directory listing information, regardless of form, is caused by TWC, Customers sole and exclusive remedy shell be a partial service credit In an amount set by 7WC's then-current standard pollcles or as prescribed by applicable regulatory requirements, If any. Notwithstanding the foregoing, TWC shall have no other liability for any error or omission in any directory listing Information. Attachment C Business Class National Teleworker Servlce, Branch Offlca Connecfivlty Service, Broadband High Speed Data, Wideband Internet and Dedicated Internet Access (collectively, "Data Services°) National Teleworker Servlce ("NTW Servlce"): If Customer selects to receive the NTW Service, TWC shall provide connectivity to a single personal computer (°PC") via a cable modem at the residential location of the limited number of Customer employees set forth on a Service Order to connect such employees' PCs to the Customers data network. Each PC conneGion maybe used by one Customer employee et a time solely for Customers internal business purposes. Branch Office Connectivity Servlce ("BOC Servlce"): IT Customer selects to receive the BOC Service, TWC shall provide connectivity from the number of Customer branch offices sat forth in a Servlce Order to the Customers data network. Customer shall be permitted to conned any number of computers within Customers identified branch offices to the BOC Service, provided that use does not exceed the standard bandwidth provided by iWC. Broadband Hlgh Speed Data and Wideband Internet ("HSD Service"): If Customer selects to receive the HSD Service, TWC shall provide connectlviry from the number of Customer sites set forth In a Service Order to the Customers data network. Customer shall be permitted to connect any number of computers within Customer's Identified sites to the HSD Service, provided that use does not exceed the standard bandwidth provided by TN1C. Dedicated Internet Access ("DIA Servlce"): If Customer selects to receive the DIA Service, TWC shall provide Customer with a dedicated, scalable connection over apacket-based infrastructure with Intemet service provider (°ISP") peering between Customers data network Identified on a Service Order and The TWC facility Identified on a Service Order. Customer's use of the Data Services Is subject to the following additional terms and conditions: 7WC's provision of any Deta Service is subject to availablllty TWC shall allow Customer employees to use (however In no event shall TWC be responsible for) a Virtual Private Network (°VPN°) end to allow the VPN to pass through the cable modem of any Data Service, as applicable, provided that TWC shall have the right to disconnect (or demand the immediate disconnection of) any such Data Service that degrades any service provided to other subscribers on the TWC network. Customer shall not upload, post, transmft or otherwise make available on or via the Dala Service any material (including any message or series of messages) that violates or Infringes In any way upon the rights of others, that is unlawful, threatening, abusive, obsimctive, harassing, libelous, Invasive of privacy or publicity rights, that in the circumstances would be obscene or indecent, that constitutes hate speech, that is otherwise offensive or ob)ectlonable, or that encourages wnduct that would constitute a criminal offense, glue rise fo civil liability or othetwlse violate any law. TWC may remove content that In Its judgment violates these standards. TWC shell have the right, but not the obllgatlon, to: (a) monitor traftlc and content on Its network, In Its sole discretion, induding through the use of automatic content filters (including without Ilmltation spam, virus, and adult language sniffers and filters); end (b) monitor Customers bandwidth utilization and to Ilmit excessive use of bandwidth (as determined by TWC) as TWC deems appropriate to effidently manage its network. In the event that any TWC audit reveals that Customer's usage of a Service exceeds Customers rights hereunder, Customer shall pay TWC an amount equal to one and a half times the Service Charges that would have bean 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 Servlce Charges for such additional usage. In addition, iWC shall have the right, but not the obllgatlon, to; (i) review public content associated with the Data Services, including chat rooms, bulletin boards and forums, In order to determine compliance with the Master Agreement and any rules now or hereafter established by NVC; and (ii) remove (or demand the removal of) any such content that TWC determines to be unacceptable or to violate the terms of the Master Agreement, any bandwidth ulillzatlon limitations or other Terms of Use. Each tier or level of 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 will not be sustained on a consistent basis. The throughput rate experienced by Customer at any tlme will vary based on numerous factors, including without Ilmltation, the condition of Customers inside wiring, computer configurations, Intemet and iWC network congestion, time of day and the accessed webslte servers, among other factors. Attachment D Business Class Data Transport Services: Ethemet Solutions (°Ethernet Service") Ethernet: If Customer selects to receive the Ethernet Service, TWC shall provide Customer with a dedicated circuit connection between Customers data network end the TWC facility Identified on a Service Order. The Ethernet Services shall be limited to the capacity sal forth on a Service Order. Customer's use of Ethernet Service is subject to the following additional terms and conditions: TWC's provision of Ethemet Services Is subject to availability. TWC shall have the right to disconnect (or demand the Immediate disconnection of) any such Ethemet Service that degrades any service provided to other subscribers on the TW C network. Customer shall not transmit or otherwise make available on or via the Ethernet Service any material (including any message or series of messages) that violates or infringes in any way upon the rights of others, that is unlawful, threatening, abusive, obstructive, harassing, libelous, Invasive of privacy or publicity rights, that In the circumstances would be obscene or Indecent, that constitutes hale speech, that Is otherwise offensive or objectionable, or that encouregea conduct that would constitute e criminal offense, g'Ne rise to civil liability or otherwise violate any law. TWC shall have the right, but not the obligation, to (a) monitor traffic and content on its network, In its sole discretion, including Through the use of automatic content filters (including without limitation spam, virus, and adult language sniffers and filters); and (b) monitor Customers bandwidth utilization and to Ilmlt excessive use of bandwidth (as determined by 7WC) as TWC deems appropriate to effidently manage Its network. In the event that anyTWC audit reveals that Cuatomer's usage of a Service exceeds Customers rights hereunder, Customer shall pay TWC an amount equal to one and a half times the Service Charges that would have been due For such excessive usage as Ilquldatetl damages and not as a penalty. In addition, Customer shall either discontinue any excess usage or thereafter continue to pay the applicable Service Charges for such additional usage. Each tier or level of a Data Transport Service has limits on the maximum throughput rate at which Customer may sand and receive data at any time and the maximum throughput rate maybe achieved in bursts, but generally will not be sustained on a consistent basis. The throughput rate experienced by Customer at any time will vary based on numerous factors, Including without limitation, the condition of Customers inside wiring, computer configurations, Internet and TWC network congestion, time of day and the accessed servers, among other factors. Customer represents and warrants that Customers use of Ethernet Services shall be such that the Ethemet Service shall he deemed judsdictionally interstate, pursuant to the Federal Communlcatlons Commission's mixed use °10%Rule° (47 C.F. R. 36.154, 4 FCC Red. 1352), and shall notlfy TWC in the event.of breach or threatened breach of iha foregoing. If, as a result of Customers use of Ethernet Services, the Ethernet Services-are deemed not to be jurisdictionally interstate pursuant to the 10% Rule, then Customer will be liable for any resulting fees, fines, penalties and costs Incurred by TWC. In addition, if TWC determines that Customers use of the Ethernet Services is likely to be deemed not to be jurisdictionally Interstate, and therefore that TW C's provision of the Ethernet Services is likely to put TWC's franchises, licenses, permits or business at risk, or otherwise cause regulatory problems for TWC, then TWC may Immediately suspend the provision of any or all Ethemet Service under any or all affected Service Orders unOt such time as either (a) Customer providea TWC with satisfactory essurences that Customers use of Ethernet Services shall be deemed to be Jurisdlctlonallylnterstate or (b) TWC is otherwise brought Into full compliance with any applicable laws and regula0ons. Attachment E Access to Business Class Cloud Solutlons -Hosted Exchange and SharePolnt ("Cloud Solutions") Cloud Solutlons: The Cloud Solutlons Include hosted messaging (Hostetl Exchange) and/or collaboration services (SharePo(nt), as applicable, offered via the Microsoft suite. Customer can elect to receive the Hosted Exchange service or bosh the Hosted Exchange and Share Point services. Customer cannot receive the SharePoint service only. Customer's use of the Cloud Solutlons is subject to the following additional terms and conditions: Customer must be a current customer of a TWC Data Service to receive the Cloud Solutlons. The Hosted Exchange service shall Include one or more of the following types of mailboxes, as well as BlackBerry Access, each as designated on a Service Order or as added online by Customer: Premium Mailboxes, Basic Mailboxes and/or Resource Mailboxes. FeaturefFunctionality Premium Mailboxes Basic Mailboxes Resource Mailboxes Mailbox Storage (25G8) Included Included Included Calendar Free/Busy Service Included Only via OWA* Included Global Address Book Access Included Only via OWA Resource Is Listed Anti-Spam/Anti-Virus Included Included Outlook Web Access (OWA) Included Included Access to email via POP/1MAP Included Included Disclaimer Service Included Included Shared Calendar and Contacts Included Outlook Desktop Client Included Mobility via ActiveSync Included 'This OWA feature is only available via Internet Explorer versions 6 through 9. Notwithstanding anything to the contrary in the foregoing, Customer agrees to the following minimum commitments with respect to the Hosted Exchange services: • Customer agrees to purchase a minimum of three (3) Premium Mailboxes. • In addition, if Customer elects an Order Term of one year or greater for the Hosfed Exchange service, the total number and type of mailboxes purchased by Customer must not fall below the number and type of mailboxes included in Customer's initlal Service Order for the Hosted Exchange service. • The minimum commitments In this Attachment E shall apply throughout the Order Term for the Hosted Exchange service, regardless of whether Customer actually uses and/or decommissions such mailboxes. Customer may terminate amonth-to-month Order Term for the Cloud Solutions by giving thirty (30) days advance written notice to TWC. Customer will be provided a user name, password and URL for access to and use of the Cloud Solutions. Customer acknowledges that it Is Customer's and its End Users' responsibility to ensure that any data or Information submitted to TWC during the provisioning of the cloud Solutions (i.e. contact and payment Information) Is true, accurate and up-to-date. As a Cloud Solutions provider, TWC Is required to access and audit Cloud Solutions system information for limited purposes. The Cloud Solutions maybe accessed by or on behalf of TWC (remotely or otherwise) for administrative tasks and for verifying license compliance. Customer shall not upload, post, transmit or otherwise make available on or through the Cloud Solutions any material (including any message or series of message) that violates or infringes in any way upon fhe rights of others (including any intellectual property and other proprietary rights), that Is unlawful, threatening, abusive, obstructive,harassing, libelous, invasive of privacy or publicity rights, that in the circumstances would be obscene or indecent, that constitutes hate speech, that is otherwise offensive or objectionable, that causes or would cause damage to TWC's or any other party's property, or that encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law. Attachment F Business Class Managed IP VPN Services ("VPN Services") VPN Services; VPN Services Include either the IP VPN Service or the Managed IP VPN Service as described below. In order to be eligible to receive the VPN Services, Customer also must be a current Data Service customer. Subject to the foregoing, TWC shall provide the following: IP VPN Service: A virtual private network ("VPN")that connects Customer's site to other sites using IP Sec technology with encryption. The VPN Is offered with TWC-provided routers installed at Customer's premises. Managed IP VPN Service: A "managed" VPN that connects Customer's site to other sites using IP Sac technology with encryption. The VPN is offered with TWC-provided routers installed at Customers premises. Managed IP VPN service is monitored 24x7. Customer's use of the VPN Services Is subJect to the following additional terms and conditions: Service Considerations (a) Customer shall take all reasonable precautions to prevent unauthorized access to the VPN Services. (b) Neither TW C nor any of its agents orthird-party providers: (i) will be liable In any way for any content that is viewed, stored or transmitted via the VPN Services, Including, but not Ilmited to, any errors or omisslons In any such content, or any loss or damage of any kind Incurred as a result of the use of, access to, or denial of access to, or delay, failure, Interruption or corruption in the transmission of, such content; (il) guarantee the accuracy of any Information submitted by any user of the VPN Services, nor any identity information about any user of the VPN Services; or (III) endorse or have any control over what Customer or other users post or submit via the VPN Services. (c) Customer shall be solely responsible for obtaining, malntaining, and providing to TWC all end user access rights, authorizations and permissions to establish each endpoint of fhe VPN Service, including without Ilmitation all keys, IP addresses and any other information required to establish the VPN Services. Customer represents and warrants that It Is authorized to provide to TWC, and has lawfully and rightfully obtained, all information used or necessary to establish and maintain fhe VPN Services; In addition to Customer's foregoing representation and warranty, TWC shall deem an esfabllshed VPN as conclusive evidence that all parties connected to such VPN have authorized and consented to the VPN connection. Customer shall be solely responsible for all acts, omissions, and acilvities performed under, and the security and confidenilallty of, such Information, keys, and IP addresses used to establish the VPN Services. Customer agrees to defend, indemnify and hold harmless TWC, Its afflllates, its service providers and suppliers and their respect(ve officers, directors, employees and agents, from and against third party claims, liabllitles, damages and expenses, Including reasonable attorneys' and other professionals' fees, arising out of or relating to end user access rights, authorizations and permissions, as well as all acts, omissions, and activities performed under, and the security and confidentlalltyof, such information, keys, and IP addresses used to establish the VPN Services. (d) Although TWC and its agents and third-party providers do not monitor the content transmitted via the VPN Services, TWC or its agents orthird-party providers may reject, refuse to post, or remove any profile, posting or other data, or to restrict, suspend, or terminate Customer's or any users access to all or any part of the VPN Services ff a profile, posting or data includes material that Is unlawful, harassing, Ilbelous, threatening or obscene or In violation of this Attachment, the Terms and Conditions, or a third partys intellectual property tights. TWC and Its agents and third- partyprovidersalso reserve the right not to take any action, but will provide prompt notice of the exercise of any of the above-referenced remedies. (e) Customer will not use the VPN Services to send unsolicited mass mailings oufslde Customer's company. Customer furt'ner agrees not to use the VPN Services to communldate any message or material that is harassing, Ilbelous, threatening, obscene, would violate the Intellectual property rights of any party or is otherwise unlawful, that would give rise to civil Ilablllty, or that constitutes or encourages conduct that could constitute a criminal offense, under any applicable law or regulation. Although TWC and its agents and third-party providers are not responsible for any such communications, they may delete any such communications of which they become aware, at any time without notice. • Support. Customer shall contact Customer Support at the telephone number set forth on Customers Invoice iF Customer becomes aware of misuse of the VPN Services by any person. • Equipment and Software Considerations; Disclaimer of Liability (a) ROUTERS AND OTHER HARDWARE AND ANY OTHER SOFTWARE OR PRODUCTS SOLD, LEASED OR OTHERWISE PROVIDED BY TWC OR ITS AGENTS OR THIRD-PARTY PROVIDERS IN CONNECTION WITH THE VPN SERVICES, ARE PROVIDED ON AN "AS IS° BASIS. TWC MAKES NO EXPRESS OR IMPLIED WARRANTIES WHATSOEVER WITH RESPECT TO ANY SUCH ITEMS SO PROVIDED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE, AND ALL SUCH WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. (b) For the avoidance oT doubt, the warranty disclaimers and limitations of liability set forth In Section 13 and Section 14 of the Terms and Conditions shall apply in favor of TWC's third-party providers and partners and each of their affiliates, suppliers and resellers. • VPN Services for Healthcare Customers. (a) TWC is not a Business Associate. TWC periodically receives inquiries regarding its status under the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"), as amended by the Health Information Technology and Clinical Health Act of 2009 ('HITECH"). TWC does not obtain any access to protected health Information ("PHI°) when providing the VPN Services, otherthan on an infrequent basis as necessary for the performance of the VPN Services, or as otherwise required bylaw. Therefore, TWC is not a "business associate" or otherwise subject to HIPAA or HITECH in connection with such VPN Services. (b) CUSTOMER SHALL BE SOLELY LIABLE FOR, AND SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS TWC AND ITS SUPPLIERS FROM AND AGAINST, ANY CLAIMS, DAMAGES, LOSSES AND LIABILITIES ARISING OUT OF OR IN CONNECTION WITH THE PROVISION OR RECEIPT OF MEDICAL ADVICE, MEDICAL TREATMENT, AND ANY SIMILAR SERVICES USING THE VPN SERVICES, OR ANY FAILURE IN THE PROVISION OF SUCH SERVICES OR ANY FAILURE OF THE VPN SERVICES. CUSTOMER SHALL OBTAIN THE WRITTEN AGREEMENT OF ANY END USER OF THE VPN SERVICES (E.G., ANOTHER OFFICE, CUSTOMER, PATIENT, ETC.) FULLY DISCLAIMING ON BEHALF OF TWC AND ITS SUPPLIERS ANY LIABILITY ARISING OUT OF OR RELATING TO SUCH MEDICAL ADVICE, MEDICAL TREATMENT, OR SIMILAR SERVICES, OR ANY FAILURE IN THE PROVISION OF SUCH SERVICES OR ANY FAILURE OF THE VPN SERVICES, PROTECTING THE RIGHTS OF TWC AND ITS SUPPLIERS, AND DISCLAIMING WARRANTIES AND LIMITING LIABILITIES ON BEHALF OF TWC AND ITS SUPPLIERS TO AT LEAST AS GREAT AN EXTENT AS THIS ATTACHMENT AND THE TERMS AND CONDITIONS. CUSTOMER WILL BE RESPONSIBLE FOR OBTAINING ALL NECESSARY WAIVERS AND PATIENT CONSENTS. Attachment G HD Video for Hospitality Service Service Description: Multi-Channel Video Service: TWC shall provide the customized cable television programming ("Multi-Channel Video Service°) io Customer's location(s) Identified in an Order ("Property'), which programming shall be sub)ect to change at TWC's discretion; provided that TWC shall use reasonable efforts to substitute similar orcomparable 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 or Music Choice. Multi-Channel Video Service shall not include pay-per-view, video- on-demand or any visual content. 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 locafloh, Including but not limited to locations where an admission fee, cover charge, minimum or like sum is charged, or which is a commercial establishment or other non-residential building (such as a bar, restaurant or fraternal organization), nor shall Customer authorize or approve of any copying, taping or duplicating thereof. TWC and Customer acknowledge that Customer has elected to receive two or more tiers of video programming service, including the °broadcast basic" level which, under Federal law, must be purchased es a condition to receipt of other tiers of video service, and Customer ac<nowledges that it is able to purchase the broadcast basic level of service on a stand- alone basis. Customer further acknowledges that all programming services included on each service tier selected by Customer are being made available by TWC to Customer and that the display of particular services at various locations within Customer's premises is at customer's discretion. TWC owns and will at all times have the exclusive right to access, control, maintain, upgrade, use and operate its Mulli- Channel Video Service and related network and systems ("Systems"), except for (t) any video display terminals ("Connections") or inside wldng owned and maintained by Customer or a third party, and (li) any conduit, risers, raceways or other spaces where the System Is located that are owned by Customer or a third party, in which case (as between Customer and TWC) Customer shall own such items and Customer hereby grants to TWC the non-exclusive right to access and use such space during the Term. The System Is not, and shall not be deemed to be, affixed to or a fixture of the Property, and nothing is Intended td convey any right or ownership of any portion of the System to Customer or any other person or entity. Customer shall be liable for any and all theft, damage and/or loss to the System, or any portion thereof, installed at the Property, except to the extent of any negligence or willTul misconduct on the part of TWC. Customer's use of the Multi-Channel Video Service is subject to the following additional terms and conditions: • Customer shall permit TWC reasonable access to the Customer and any End User faclllties, fo Inspect the faclllties at periodic Intervals to ascertain, among other things, the number of television sets receiving the Multi-Channel Video Service. Customer, at its sole expense, agrees to furnish, Install and maintain the inside wiring. • Customer, at its sole expense, agrees to furnish, install, program and maintain all Connections. The Connections shall be installed and programmed by Customer in consultallon with TWC and any spedgcations provided by TWC to Customer In wrfting. Customer shall ensure the availability of Connections that ere compatible with the Multi-Channel Video Service Induding, without limitation, the provision and use of appropriate tuners and Connections having HDN compatibility. • Customer shall not Intertere with, alter or substitute any of the programs, information or content offered as part of the Muitl-Channel Video Service, which are transmitted over any of the channels provided without the prior written consent of TWC. Under no circumstances shall Customer have any right to encode, alter, reformat, delete or otherwise modify the Multi-Channel Video Service, Induding without limitation delivery method and any programming contained within the Multi-Channel Video Service, without the express written consent of TWC. The limitations of This paragraph shall not apply to formatting of programming as agreed by TWC and Customer. • Customer shall provide all first level contact and support to its authorized users relating to the System and Multi- channel Video Service. In the event of any disruption, failure, or degradation of the Multi-Channel Video Service testing fortwenty-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 evens is reasonably determined to be caused by the signal delivered by TWC, Customer shall contact the designated TWC technical support contact for resolution. • The Inside wiring shall be Installed by Customer In consultallon with TWC and any specifications provided by TWC to Customer In writing. TWC shall not be responsible for, and Customer will not be entitled to any credit or rebate for an outage which may be due to a fault or failure with respect to any Inside wiring, Connections or any systems, equipment or facilities of any third party, including but not limited to, instances where such outage is due to the Customer's failure to promptly provide TWC with access io the Property to inspect, monitor, repair, and/or replace the Systems or Multi-Channel Video Service. • Notwithstanding anything to the contrary In this Agreement, the Service Charges for the Multi-Channel Video Service are subject fo change consistent with commercial Multi-Channel Video Service rate increases applied to commercial customers.