Enterprise Long Form v.171213 Page 6 of 26
©2017 Charter Communications. All Rights Reserved.
(f) Acceptable Use. As between the Parties, Customer is solely responsible for (i) all use (whether or not authorized) of the Service by
Customer, any End User or any unauthorized person or entity, which use shall be deemed Customer’s use for purposes of this Service
Agreement, (ii) all content that is viewed, stored or transmitted via the Service, as applicable, and (iii) all third-party charges incurred for
merchandise and services accessed via the Service, if any. Customer shall not use, or allow the Services to be used, in any manner
that would violate the applicable Spectrum Acceptable Use Policies or that would cause, or be likely to cause, Spectrum to qualify as a
“Covered 911 Service Provider” as defined in 47 C.F.R. §12.4 or any successor provision of the rules of the Federal Communication
Commission. For avoidance of doubt, Customer and Spectrum agree that any failure to satisfy the covenants set forth in the preceding
sentence shall constitute a material breach of the Service Agreement.
11. PERFORMANCE. Unless otherwise set forth in an Attachment or service level agreement, Spectrum will use commercially reasonable
efforts to provide the Services to Customer twenty-four (24) hours per day, seven (7) days per week. It is possible, however, that there
will be interruptions of Service. The Service may be unavailable from time-to-time either for scheduled or unscheduled maintenance,
technical difficulties, or for other reasons beyond Spectrum’s reasonable control. Temporary service interruptions or outages for such
reasons, as well as service interruptions or outages caused by Customer, its agents and employees, or by a Force Majeure Event, shall
not constitute a failure by Spectrum to perform its obligations under this Service Agreement.
12. MONITORING, EQUIPMENT UPGRADES AND NETWORK MODIFICATIONS. Spectrum has the right, but not the obligation, to
upgrade, modify, and enhance the Spectrum Network and the Service and take any action that Spectrum deems appropriate to protect
or improve the Service and its facilities. Spectrum shall have the right, but not the obligation, to monitor, record, and maintain oral
communications with Customer regarding Customer’s account or Services for the purpose of service quality assurance, or as permitted
under applicable law.
13. DEFAULT, SUSPENSION OF SERVICE, AND TERMINATION.
(a) Default. A Party shall be in default under this Service Agreement if it has failed to comply with the terms of this Service Agreement or
any of all of the applicable Service Orders, including without limitation the obligation to pay any amounts due, and such Party fails to
correct each such noncompliance within thirty (30) days of receipt of notice from the non-defaulting Party describing in reasonable detail
the default or noncompliance (“Default”).
(b) Mutual Termination Rights. Either Party may terminate this Service Agreement or a Service Order if: (i) the other Party is in Default; (ii)
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 debts, initiates any proceeding seeking general protection from its creditors, or is removed or delisted from a
trading exchange; or (iii) after entering into such Service Order, Spectrum learns that the costs to deliver the Services to the Service
Location shall require a material increase in the Service Charges and Customer does not agree to pay such additional Service Charges
by executing a revised Service Order.
(c) Termination for Convenience by Customer. Notwithstanding any other term or provision in this Service Agreement, Customer may
terminate a Service Order, or this Service Agreement, at any time upon thirty (30) days prior notice to Spectrum, subject to payment of
all outstanding amounts due, payment of any applicable Termination Charges (as defined below), and the return of any Spectrum
Equipment.
(d) Spectrum’s Right to Suspend. Spectrum shall have the right, at its option, without prior notice, and in addition to any other rights of
Spectrum expressly set forth in this Service Agreement and any other remedies it may have under applicable law to suspend Services
if Customer fails to comply with any applicable laws or regulations or this Service Agreement, or if Customer or its End Users’ use of the
Service is determined by Spectrum, in its sole discretion, to result in a material degradation of the Spectrum Network until Customer
remedies any such noncompliance or degradation. Any suspension shall not affect Customer’s on-going obligation to pay Spectrum
any amounts due under this Service Agreement. If Spectrum suspends any Service, Spectrum may require the payment of reconnect
or other charges before restarting the suspended Service.
(e) Termination Charges. Upon Termination, Customer must pay all Services Charges then due for Services provided through the effective
date of Termination. In addition, if Termination is due to Customer Default or for Customer’s convenience, Customer must pay Spectrum
a termination charge (a “Termination Charge”), which the Parties recognize as liquidated damages and not as a penalty. This Termination
Charge shall be equal to 100% of the unpaid balance of all Service Charges that would have been due throughout the applicable Order
Term, including, without limitation, the outstanding balance of any and all unpaid OTCs. The foregoing terms will also apply to any partial
Termination impacting one or more Service Orders, but not the entire Service Agreement.
(f) Survival. The provisions of sections 6(c), 7(b), 7(e), 13(e), 13(f), 14, 15, 18-22 and the Attachments shall survive the termination or
expiration of the Service Agreement.
14. DISCLAIMER OF WARRANTY; LIMITATION OF LIABILITY.
(a) DISCLAIMER OF WARRANTY. CUSTOMER ASSUMES TOTAL RESPONSIBILITY FOR USE OF THE SERVICE AND SPECTRUM
EQUIPMENT, AND USES THE SAME AT ITS OWN RISK, AND FOR ACCESS TO AND SECURITY OF CUSTOMER’S EQUIPMENT
AND CUSTOMER’S NETWORK. SPECTRUM EXERCISES NO CONTROL OVER AND HAS NO RESPONSIBILITY WHATSOEVER
FOR THE APPLICATIONS OR CONTENT TRANSMITTED OR ACCESSIBLE THROUGH THE SERVICE AND SPECTRUM
EXPRESSLY DISCLAIMS ANY RESPONSIBILITY FOR SUCH APPLICATIONS OR CONTENT. EXCEPT AS SPECIFICALLY SET
FORTH IN THIS SERVICE AGREEMENT, THE SERVICE, SPECTRUM EQUIPMENT, AND ANY SPECTRUM MATERIALS ARE
PROVIDED “AS IS, WITH ALL FAULTS,” 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
SPECTRUM, ITS AFFILIATES OR ITS CONTRACTORS OR THEIR RESPECTIVE EMPLOYEES SHALL CREATE ANY WARRANTY.