Enterprise Long Form v.171213 Page 1 of 26
©2017 Charter Communications. All Rights Reserved.
SPECTRUM ENTERPRISE SERVICE AGREEMENT
The customer identified below (“Customer”) hereby acknowledges and agrees to the Commercial Terms of Service attached hereto (“Terms
of Service”) with respect to any service order(s) placed by Customer and accepted by Spectrum hereafter (each, a “Service Order”), which
together with this agreement constitute the “Service Agreement” by and between the Customer and Charter Communications Operating, LLC
on behalf of those operating subsidiaries providing the services hereunder (“Spectrum”).
Spectrum Sales Support Contact Information
Spectrum Account Executive: Devine Young
Office: (562) 677-0420 Mobile: (310) 343-3371
Customer Information
Customer Name (Exact Legal Name):
City of Chino Hills
Street Address:
14000 City Center
Drive
Suite:
City:
Chino Hills
State:
CA
Zip Code:
91709
Customer’s Main Tel. No.:
909-364-2600
Fax. No.:
Customer Contact Name:
Matt Jester
Tel No:
909-364-2643
E-mail:
Billing Address:
14000 City Center
Drive
Suite:
City:
Chino Hills
State:
CA
Zip Code:
91709
Billing Contact Name:
Accounts
Payable
Tel No:
909-364-2654
E-mail:
Agreement
BY EXECUTING THIS SERVICE AGREEMENT BELOW, CUSTOMER ACKNOWLEDGES THAT: (1) CUSTOMER ACCEPTS AND
AGREES TO BE BOUND BY THE TERMS OF SERVICE, INCLUDING THE ARBITRATION SECTION THEREOF, WHICH PROVIDES
THAT THE PARTIES DESIRE TO RESOLVE ANY CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THE SERVICE
AGREEMENT THROUGH ARBITRATION; AND (2) BY AGREEING TO ARBITRATION, CUSTOMER IS GIVING UP VARIOUS RIGHTS,
INCLUDING THE RIGHT TO TRIAL BY JURY AND TO BRING CLAIMS AS CLASS ACTIONS.
Authorized Signature for Customer
Charter Communications Operating, LLC
By: Charter Communications, Inc., its Manager
By: By:
Name: Peter J. Rogers
Name:
Title: Mayor
Title:
Date: Date:
Attest:
___________________________________ _______________________
Cheryl Balz, City Clerk Date
Enterprise Long Form v.171213 Page 2 of 26
©2017 Charter Communications. All Rights Reserved.
COMMERCIAL TERMS OF SERVICE
These Terms of Service include all Attachments hereto (“Attachment(s)”), and all, and other documents identified hereunder, each of which
are incorporated herein by reference. The Attachments further describe Spectrum’s services (each a “Service” or collectively the “Services”)
and set forth additional terms and conditions for the applicable Service. Spectrum and Customer may each be referred to as a “Party” or
collectively as the “Parties.” Unless specifically set forth in any Attachment, capitalized terms shall have the meanings set forth in this Service
Agreement.
GENERAL
1. SERVICE AGREEMENT TERM. The Service Agreement shall be effective upon the earlier to occur of (a) the latest date of the
signatures of the Parties; or (b) Spectrum’s commencement of performance (the “Effective Date”). The Service Agreement shall remain
in effect until the expiration or proper termination of the final existing Service Order entered into under this Service Agreement (the
“Term”).
2. SERVICES. Customer shall request Services hereunder by submitting orders in a manner required by Spectrum. Upon Spectrum’s
acceptance of a Service Order, as indicated either by: (a) Spectrum’s written acceptance, (b) by Spectrum’s delivery of the Services, or
(c) commencement of installation, such Service Order shall be deemed incorporated into the Service Agreement. Spectrum shall provide
the Services to Customer at the Service address(es) specified in the applicable Service Order (“Service Location(s)”).
3. ORDER TERM. The “Initial Order Term” is the time period starting on the date the Services are functional in all material respects and
available for use (the “Billing Start Date”), and continuing for the period of time specified in the Service Order(s). If no Initial Order Term
is specified in a Service Order, the Initial Order Term is twelve (12) months from the Billing Start Date. Upon expiration of the Initial
Order Term, the applicable Service Order shall automatically renew for successive one-month terms (each a “Renewal Order Term”,
collectively with the Initial Order Term, the “Order Term”), unless either Spectrum or Customer elects to not renew the Service Order by
notice provided to the other at least thirty (30) days in advance of the expiration of the then-current Order Term.
4. AVAILABILITY OF FACILITIES. Customer understands that certain Services may not be available in all Spectrum service areas and
Spectrum may decline to provide any requested Services. Spectrum’s ability to provide Services depends upon its ability to secure and
retain, without unreasonable expense, suitable facilities, and rights to construct and maintain necessary facilities such as pole
attachments and conduits to serve the Service Location. Spectrum may decline to accept or terminate a Service Order upon notice to
Customer because of (a) the lack of transmission medium, transmission capacity or any other facilities or equipment, (b) the lack of
available services from or interconnection with the services or facilities of other providers, or (c) any other cause beyond Spectrum’s
control.
5. SERVICE LOCATION ACCESS AND INSTALLATION.
(a) Access. Spectrum requires reasonable access to each Service Location at any time throughout the Term as necessary for Spectrum to
provide the Services and to review, install, inspect, maintain, repair, or remove any Spectrum-provided cabling, modems, related splitters,
routers or other equipment (“Spectrum Equipment”) used to provide the Services. If Customer owns or controls the Service Location(s),
Customer hereby grants Spectrum permission to enter the Service Location(s) in order for Spectrum to fulfill its obligations and exercise
its rights under the Service Agreement. If a Service Location is not owned or controlled by Customer, Customer will obtain, with
Spectrum's reasonable assistance, appropriate right of access. If such right of access for Spectrum is not obtained by either Party, then
Spectrum may decline Customer’s request for Services, or terminate or amend the affected Service Order with respect to the Service
Location that Spectrum cannot access, without any liability to Customer.
(b) Installation Review. Spectrum may perform an installation review of each Service Location prior to installation of the Services to
determine serviceability or the need to extend Spectrum’s facilities, fiber optic cable, electronics, or other equipment (collectively, the
“Network”) to provide the Services at the Service Location. If during the installation review, Spectrum determines that additional work is
required to enable Spectrum to deliver the Services to the Service Location, Spectrum will notify Customer of any additional Service
Charges (as defined below) in excess of the amounts previously specified in a quote or Service Order. Upon request, Customer shall
provide Spectrum with accurate site and/or physical network diagrams or maps of a Service Location, including electrical and other utility
service maps, prior to the installation review.
(c) Site Preparation. Customer shall be responsible for necessary preparations at the Service Location(s) for delivery and installation of
Spectrum Equipment and the installation and ongoing provision of Services, including the relocation of Customer’s equipment, furniture
and furnishings as necessary to access the Spectrum Equipment or Services. In addition, Customer shall provide Spectrum with floor
space, rack space, other space and clean power as is reasonably necessary for the installation and operation of Spectrum Equipment
at the Service Location(s). Customer shall not charge Spectrum, and shall ensure that Spectrum does not incur, any fees or expenses
whatsoever in connection with Customer’s provision of space, power, or access as described herein, or otherwise in connection with
Customer’s performance of its obligations pursuant to this section; and any such fees or expenses charged by any other end user
accessing or using the Services (“End User”) shall be borne solely by Customer. Any failure or refusal by Customer to be ready to
receive Services does not release Customer from its obligation to pay Service Charges for any Service that is otherwise available for
Customer’s use.
Enterprise Long Form v.171213 Page 3 of 26
©2017 Charter Communications. All Rights Reserved.
(d) Installation. Spectrum will schedule one or more installation visits with Customer. At the Customer’s request, Spectrum may perform
installation or maintenance on weekends or times other than during normal business hours; provided, however, Customer may be
assessed reasonable, additional Service Charges based on Spectrum’s actual incurred labor, material or other costs for such non-routine
installation or maintenance. Customer’s authorized representative must be present during installation.
If Spectrum is unable to install the Service as a result of (i) Customer’s (or any End User’s) failure to deliver any required materials,
support or information to Spectrum; (ii) Customer’s (or any End User’s) failure to provide access to a Service Location; or (iii) Spectrum
not being able to obtain access to equipment at the Service Location as necessary for installation of the Service, then Customer shall
pay Spectrum a Service Charge at Spectrum’s then prevailing rates for any installation trip made by Spectrum and an additional Service
Charge for each subsequent trip necessary to perform the Service installation. In addition, if Spectrum’s installation of the Service is
delayed as a result of Customer’s actions or inactions as set forth above or if Customer is otherwise refusing or not ready to receive
Services, then Spectrum will notify Customer that Spectrum is ready to finalize installation of the Services (the “Ready Notice”) and may
begin invoicing Service Charges as set forth in Section 7 upon the earlier of the Billing Start Date or sixty (60) days after the date of the
Ready Notice.
If during the course of installation Spectrum determines additional work is necessary to enable Spectrum to deliver the Services to the
Service Location, Spectrum will notify Customer of any additional Service Charges in excess of the amounts previously specified in a
quote or Service Order. If Customer does not agree to pay such Service Charges by executing a revised Service Order within five (5)
business days of receiving the same, Customer and Spectrum shall each have the right to terminate the applicable Service Order.
Spectrum may act as Customer's agent for ordering access connection facilities provided by other providers or entitles when authorized
by Customer to allow connection of a Service Location to the Network.
Customer shall perform interconnection of the Services and Spectrum Equipment with any Customer- provided or End User equipment
(collectively, Customer Equipment”), unless otherwise set forth in an Attachment or agreed in writing between the Parties, and shall
conform its Customer Equipment and software, and ensure that each End User conforms its equipment and software, to the technical
specifications for the Service provided by Spectrum.
Spectrum shall be responsible for reasonable restoration efforts necessary to address any displacement resulting from excavation and
for those damages directly caused by Spectrum’s faulty workmanship or installation of the Service, provided that the boring of holes or
insertion of fasteners through the surface of walls for attachment of peripheral equipment will not be deemed damages but rather part of
normal workmanship. If the installation and maintenance of Services at the Service Locations is or becomes, in Spectrum’s sole opinion,
hazardous or dangerous to Spectrum’s employees or Network, the public, or property, including without limitation due to the presence
of asbestos or other hazardous materials, Spectrum may refuse to install and maintain such Service or stop providing Services until such
time as the condition is remedied or an alternative Service Location is designated that is not hazardous or dangerous. Customer shall
bear any additional costs incurred by Spectrum arising from any such hazardous or dangerous conditions.
6. EQUIPMENT.
(a) Equipment Responsibilities and Safeguards. Spectrum shall use commercially reasonable efforts to maintain and secure the Spectrum
Equipment used by Spectrum to provide Services to Customer. Except as otherwise provided in this Service Agreement or any Service
Order(s), Customer shall be responsible for the maintenance or repair of any cable, electronics, structures, equipment or materials
owned or provided by Customer. Customer shall not, and shall not cause any third party to, move, modify, disturb, alter, remove, relocate
to another Service Location, install software not provided by Spectrum, or otherwise tamper with any portion of the Spectrum Equipment
without the prior consent of Spectrum. Customer shall be responsible for loss or damage to the Spectrum Equipment while at Customer's
or an End User’s facilities. Customer shall also ensure that all Spectrum Equipment at Customer’s and End Users’ Service Location(s)
remains free and clear of all liens and encumbrances.
(b) Customer Security Responsibilities. Customer shall be responsible for all access to and use of the Service, including whether or not
Customer has knowledge of or authorizes such access or use. Customer shall be responsible for the implementation of reasonable
security measures and procedures with respect to use of and access to the Service Location, Service, and Spectrum Equipment.
Customer shall secure and maintain any and all Customer Equipment, including, but not limited to, Private Branch Exchanges (including
other non-Spectrum switches, collectively, “PBXs”), where applicable, and any applications accessible through use of Customer
Equipment, and shall be solely responsible for any conduct through and any charges incurred on Customer’s Service account, regardless
of whether such activity or charges are authorized by Customer management or involve fraudulent activity until such time as Customer
informs Spectrum of any fraudulent or unauthorized access. Without limiting Customer’s responsibilities, Spectrum has the right to
implement reasonable measures to track, manage, and secure the connection between any Customer Equipment or applications used
by Customer, End Users, or any third party who accesses the Customer Equipment and the Spectrum Network, including without
limitation authentication or other security access procedures. Spectrum may suspend any affected Services if Spectrum discovers or
becomes aware of any breach or compromise of the security of any Customer Equipment, Service, Service Location, Spectrum
Equipment, or connection to the Spectrum Network.
(c) Equipment Return, Retrieval, Repair and Replacement. Immediately upon termination of this Service Agreement or Service Order(s)
(“Termination”): (i) at the discretion of Spectrum, Customer shall return, or allow Spectrum to retrieve, the Spectrum Equipment in the
condition in which the Spectrum Equipment was received, subject to ordinary wear and tear; and (ii) promptly cease all use of and return,
if applicable, to Spectrum any software or software services provided by Spectrum (“Software”). Failure of Customer to return or allow
Spectrum to retrieve the Spectrum Equipment within fifteen (15) days after Services are terminated will result in a charge to Customer’s
account equal to either Spectrum’s applicable unreturned equipment charge or the retail cost of replacement of the unreturned Spectrum
Equipment. If applicable, Customer shall pay for the repair or replacement of any damaged Spectrum Equipment, except such repairs
Enterprise Long Form v.171213 Page 4 of 26
©2017 Charter Communications. All Rights Reserved.
or replacements as may be necessary due to normal and ordinary wear and tear or material or workmanship defects, together with any
costs incurred by Spectrum in obtaining or attempting to regain possession of Spectrum Equipment.
7. STANDARD PAYMENT TERMS. Customer shall pay recurring and non-recurring charges, taxes, and fees for the Services in the
amount specified on the Service Order and other applicable charges as described in this Service Agreement (collectively, “Service
Charges”).
(a) Charges. Spectrum invoices for monthly recurring charges specific to the Service(s) (“MRCs”), plus applicable taxes, fees, and
surcharges, in advance on a monthly basis. Spectrum invoices for non-recurring, one-time charges (“OTCs”) for construction or
installation charges after the Billing Start Date or as specified in the Service Order. All other charges, including usage-based charges
(e.g., phone usage, pay-per view charges), will be invoiced monthly in arrears. Service Charges are payable within thirty (30) days after
the date appearing on the invoice. If Spectrum fails to present a Service Charge in a timely manner, such failure shall not constitute a
waiver of the charges for the Services to which it relates, and Customer shall be responsible for and pay such Service Charges when
invoiced in accordance with these payment terms. Spectrum shall have the right to increase MRCs for each Service after the Initial
Order Term for such Service upon thirty (30) days’ notice to Customer.
(b) Taxes, Surcharges, and Fees. Customer shall pay all applicable taxes, fees, or surcharges imposed on or in connection with the Services
that are the subject of this Service Agreement, including but not limited to applicable federal, state, and local sales, use, property, excise,
telecommunications, or other taxes, franchise fees, federal and state universal service fund fees, and other state or local governmental
charges or regulatory fees, excluding income taxes measured on Spectrum’s net income. If a Customer wishes to claim tax-exempt
status, then Customer must supply Spectrum with a copy of Customer’s tax exemption certificate or other documentation supporting
Customer’s certification of its entitlement to such exempt status within fifteen (15) days of installation of applicable Services. If Customer
supplies such documentation after that time, Spectrum will apply it to Customer’s account on a prospective basis, allowing Spectrum at
least thirty (30) days for processing. To the extent such documentation is held invalid for any reason, Customer agrees to pay or
reimburse Spectrum for any tax or fee not collected or liability incurred, including without limitation related interest and penalties arising
from Spectrum’s reliance on such invalid certificate or documentation. Customer hereby consents that Spectrum may disclose such
written documentation, which may include a tax exemption form, to any governmental authority. Tax-exempt status shall not relieve
Customer of its obligation to pay applicable franchise fees or other non-tax fees and surcharges since the application of such fees and
surcharges may not be governed by the tax standing of Customer. Spectrum reserves the right, from time to time, to change the
surcharges for Services under this Service Agreement to reflect incurred costs, charges, or obligations imposed on Spectrum to the
extent permitted, required, or otherwise not prohibited under applicable law (e.g., universal service fund charges). Furthermore,
Spectrum shall have the right to collect or recover from Customer the amount of any state or local fees or taxes arising as a result of this
Service Agreement, which are imposed on Spectrum or its services, or otherwise assessed or calculated based on Spectrum’s receipts
from Customer that Spectrum is entitled under applicable law to pass through to or otherwise charge Customer for Customer’s use or
receipt of the Services. Such fees or taxes shall be invoiced to Customer in the form of a surcharge included on Customer’s invoice.
To the extent that a dispute arises under this Service Agreement as to which Party is liable for fees or taxes, Customer shall bear the
burden of proof in showing that the fee or tax is imposed upon Spectrum’s net income. This burden may be satisfied by Customer
producing written documentation from the jurisdiction imposing the fee or tax indicating that the fee or tax is based on Spectrum’s net
income. Customer acknowledges that currently, and from time to time, there is uncertainty about the taxability or regulatory classification
of some of the Services Spectrum provides and, consequently, uncertainty about what fees, taxes and surcharges are due to or from
Spectrum or from its customers. Customer agrees that Spectrum has the right to determine, in its sole discretion, what fees, taxes and
surcharges are due and to collect and remit them to the relevant governmental authorities, or to pay and pass them through to Customer.
Customer hereby waives any claims it may have regarding Spectrum’s collection or remittance of such fees, taxes, and surcharges.
(c) Change Requests. Any charges associated with Service and Spectrum Equipment or Customer Equipment installations, changes, or
additions requested by Customer subsequent to executing a Service Order for the applicable Service Location are the sole financial
responsibility of Customer. Spectrum shall notify Customer of any additional OTCs and/or adjustments to MRCs associated with or
applicable to such Customer change requests prior to making any such change. Customer’s failure to accept such additional charges
within five (5) business days of receiving such notice shall be deemed a rejection by Customer, and Spectrum shall not be liable to
perform any work giving rise to such charges. For accepted charges, Customer shall be assessed such additional OTCs and/or
adjustments of the MRCs either (i) in advance of implementation of the change request or (ii) beginning on Customer’s next and/or
subsequent invoice(s).
(d) Site Visits and Repairs. If Spectrum visits a Service Location to either inspect the Services or respond to a service request, and Spectrum
reasonably determines that the cause of the service issue is not due to a problem arising from Spectrum’s Network or Spectrum
Equipment, but rather is due to Customer misuse, abuse, or modification of the Services, Customer Equipment or facilities, or due to
similar acts by a third party not under Spectrum’s control or direction, then Spectrum may invoice Customer at Spectrum’s then-prevailing
commercial rates for an on-site visit, plus any charges for Spectrum Equipment repair or replacement as a result of Customer or third
party damage that may be necessary.
(e) Invoicing Disputes; Late and Collection Fees. Customer must provide notice to Spectrum of any disputed charges within sixty (60) days
of the invoice date on which the disputed charges appear for Customer to receive any credit that may be due. Customer must have and
present a reasonable basis for disputing any amount charged. Undisputed amounts not paid within thirty (30) days of the invoice date
shall be past due and subject to a late fee up to the lesser of 1.5% of the MRC per month or the maximum amount permitted by law. If
Services are suspended due to late payment, Spectrum may require that Customer pay all past due charges, a reconnect fee, and one
or more MRCs in advance before reconnecting Services. Spectrum may charge a reasonable service fee for all returned checks and
Enterprise Long Form v.171213 Page 5 of 26
©2017 Charter Communications. All Rights Reserved.
bank card, credit card or other charge card charge-backs. Customer shall be responsible for all expenses, including reasonable attorney
fees and collection costs, incurred by Spectrum in collecting any unpaid amounts due under this Service Agreement.
(f) Credit Verification. Spectrum shall have the right to verify Customer’s credit standing at any time. Additionally, Spectrum may at any
time require Customer to make a deposit and/or advance payment. The deposit requested will be in cash, the equivalent of cash, or a
bank, credit card or account debit authorization and does not relieve Customer of the responsibility for the prompt payment of invoices
when due. Spectrum may deduct amounts from the deposit, bill any bank or credit card provided, or utilize any other means of payment
available to Spectrum, for past due amounts.
(g) Bundled Pricing. If Customer has selected a bundled offer, meaning a discounted MRC for receiving more than one Spectrum Service
(“Bundle”), then the following conditions shall apply:
i. In consideration for Customer’s purchase of all Services in the Bundle, and only with respect to that period of time during which
Customer continues to purchase the specific Services in such Bundle and during which such Bundle is in effect, the correlating discount
to the Services in such Bundle, ordered pursuant to the Spectrum program governing such Bundle, will be reflected in the MRC for
the respective Services.
ii. Upon Termination by Customer, for any reason other than a Spectrum Default, of any Service component of the applicable Bundle,
the pricing for the remaining Service(s) shall revert to Spectrum’s unbundled pricing for such Service(s) in effect at the time of
Termination. Termination liability applicable to the Services under this Service Agreement shall otherwise remain unchanged.
8. ADMINISTRATIVE WEB SITE. Spectrum may, at its sole option, make one or more administrative web sites, including without limitation
www.spectrum.net, available to Customer in connection with Customer’s use of the Services (each an “Administrative Web Site”).
Spectrum may furnish Customer with one or more user identifications and/or passwords for use on the Administrative Web Site and
Customer must promptly change any Spectrum-provided user identifications and passwords to a secure, Customer-designated user
identification and password. Customer shall be responsible for the confidentiality and use of such user identifications and passwords,
whether provided by Spectrum or designated by Customer, and any equipment or devices used to access any Administrative Web Site,
and shall immediately notify Spectrum if there has been an unauthorized release, use, or other compromise of any user identification or
password. In addition, Customer agrees that its authorized users shall keep confidential and not distribute any information or other
materials made available by the Administrative Web Site. Customer shall be solely responsible for all use of the Administrative Web Site.
Spectrum shall not be liable for any loss, cost, expense, or other liability arising out of any Customer use of the Administrative Web Site.
Spectrum may change or discontinue the Administrative Web Site, or Customer’s right to use the Administrative Web Site, at any time.
Any additional terms and policies applicable to Customer’s use of the Administrative Web Site will be posted on the site.
9. SUPPORT. Spectrum shall provide contact information for inquiries and remote problem support for the Services. All such Customer
support shall be provided only to Customer’s designated personnel or as mutually agreed upon by Spectrum and Customer. Customer
is responsible for all communications and support for its End Users. Customer shall provide routine operational support for Spectrum
Equipment located at a Service Location, including without limitation, by performing reboots as requested by Spectrum. Customer is
responsible for the installation, repair and use of Customer Equipment, including without limitation, Customer-supplied third-party
hardware or software for the use of Spectrum Service or third-party services.
Spectrum does not support third-party hardware or software used in conjunction with third-party services or supplied by Customer. Any
questions concerning third-party hardware or software should be directed to the provider of that product. Spectrum assumes no liability
or responsibility for the installation, maintenance, compatibility or performance of third-party software, or any Customer Equipment or
Customer-supplied software with the Services. If such third-party equipment or software impairs the Services, Customer shall continue
to pay all applicable Service Charges. If, at Customer’s request, Spectrum should attempt to resolve difficulties caused by such third-
party equipment or software, such efforts shall be performed at Spectrum’s discretion and subject to Service Charges as set forth in
Section 7(d).
10. CUSTOMER REPRESENTATIONS AND OBLIGATIONS
(a) Representations. Customer represents and warrants to Spectrum that: (i) Customer has the authority to execute, deliver and carry out
the terms of this Service Agreement, and (ii) its End Users and any person who accesses any Services at the Service Location, will use
the Service and Network for Customer’s internal business purposes and will comply with the terms of this Service Agreement.
(b) No Reselling. Customer shall not re-sell or re-distribute (whether for a fee or otherwise) access to the Service(s) or system capacity, or
any part thereof, in any manner other than for Customer’s internal business without the express prior consent of Spectrum, including
without limitation, any use to provide services for the benefit of, or on behalf of, any third party other than Customer or its End Users.
(c) No Illegal Purpose or Unauthorized Access. Customer shall not use or permit End Users or third parties to use the Service(s), including
the Spectrum Equipment and Software, for any illegal purpose, or to achieve unauthorized access to any computer systems, software,
data, or other copyright or patent protected material.
(d) No Interference. Customer shall not interfere with or cause technical difficulties for other customers’ use of equipment or Services or
interfere with or disrupt the Spectrum Network, backbone, nodes or other Services. Customer shall not install any equipment, including
without limitation, any antenna or signal amplification system, at the Service Location that interferes with the Services.
(e) Applicable Laws. With respect to Customer’s and End Users’ use of the Service (including the transmission or use of any content via
the Service), Customer shall comply, and shall ensure that its End Users comply, with all applicable laws and regulations in addition to
the terms of this Service Agreement. Spectrum shall have the right to audit Customer's use of the Service remotely or otherwise, to
ensure compliance with this Service Agreement.
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.
Enterprise Long Form v.171213 Page 7 of 26
©2017 Charter Communications. All Rights Reserved.
SPECTRUM DOES NOT REPRESENT OR WARRANT THAT THE SERVICE WILL MEET CUSTOMER’S REQUIREMENTS,
PREVENT UNAUTHORIZED ACCESS BY THIRD PARTIES, WILL BE UNINTERRUPTED, SECURE, ERROR FREE, WITHOUT
DEGRADATION OF VOICE QUALITY OR WITHOUT LOSS OF CONTENT, DATA OR INFORMATION, OR THAT ANY MINIMUM
TRANSMISSION SPEED IS GUARANTEED AT ANY TIME. EXCEPT AS SET FORTH IN THE SERVICE AGREEMENT, SPECTRUM
DOES NOT WARRANT THAT ANY SERVICE OR EQUIPMENT PROVIDED BY SPECTRUM WILL PERFORM AT A PARTICULAR
SPEED, BANDWIDTH OR THROUGHPUT RATE. IN ADDITION, CUSTOMER ACKNOWLEDGES AND AGREES THAT
TRANSMISSIONS OVER THE SERVICE MAY NOT BE SECURE. CUSTOMER FURTHER ACKNOWLEDGES AND AGREES THAT
ANY DATA, MATERIAL OR TRAFFIC OF ANY KIND WHATSOEVER CARRIED, UPLOADED, DOWNLOADED OR OTHERWISE
OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT CUSTOMER’S OWN DISCRETION AND RISK AND THAT
CUSTOMER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO CUSTOMER’S OR ANY END USER’S EQUIPMENT OR
LOSS OF SUCH DATA, MATERIAL OR TRAFFIC DURING, OR RESULTING FROM, CUSTOMER’S OR ANY END USER’S USE OF
THE SERVICE, INCLUDING, WITHOUT LIMITATION, VIA SENDING OR RECEIVING, UPLOADING OR DOWNLOADING, OR OTHER
TRANSMISSION OF SUCH DATA, MATERIAL OR TRAFFIC. IN ADDITION, CUSTOMER ACKNOWLEDGES AND AGREES THAT
SPECTRUM’S THIRD PARTY SERVICE PROVIDERS DO NOT MAKE ANY WARRANTIES TO CUSTOMER UNDER THIS SERVICE
AGREEMENT, AND SPECTRUM DOES NOT MAKE ANY WARRANTIES ON BEHALF OF SUCH SERVICE PROVIDERS UNDER
THIS SERVICE AGREEMENT, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF
MERCHANTABILITY, NON-INFRINGEMENT, TITLE, FITNESS FOR A PARTICULAR PURPOSE, SYSTEM INTEGRATION, DATA
ACCURACY OR QUIET ENJOYMENT.
(b) LIMITATION OF LIABILITY. WITHOUT LIMITING ANY EXPRESS PROVISIONS OF THIS SERVICE AGREEMENT, NEITHER PARTY
SHALL BE LIABLE TO THE OTHER, ANY END USER, OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL,
EXEMPLARY, SPECIAL, INCIDENTAL, RELIANCE, OR PUNITIVE DAMAGES (INCLUDING LOST BUSINESS, REVENUE, PROFITS,
OR GOODWILL) ARISING IN CONNECTION WITH THIS SERVICE AGREEMENT OR THE PROVISION OF SERVICES, INCLUDING
ANY SERVICE IMPLEMENTATION DELAYS OR FAILURES, UNDER ANY THEORY OF TORT, CONTRACT, WARRANTY, STRICT
LIABILITY, MISREPRESENTATION, OR NEGLIGENCE, EVEN IF THE PARTY HAS BEEN ADVISED, KNEW OR SHOULD HAVE
KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO ANY
OF CUSTOMER’S PAYMENT OBLIGATIONS UNDER THIS SERVICE AGREEMENT. SPECTRUM’S MAXIMUM LIABILITY TO
CUSTOMER WITH REGARD TO ANY SERVICE ORDER SHALL NOT EXCEED THE AMOUNT, EXCLUDING OTCS, PAID OR
PAYABLE BY CUSTOMER TO SPECTRUM FOR THE APPLICABLE SERVICE ORDER IN THE THREE (3) MONTHS IMMEDIATELY
PRECEDING THE EVENTS GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO
SPECTRUM’S INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 15 BELOW. SPECTRUM SHALL NOT BE
RESPONSIBLE FOR ANY LOSSES OR DAMAGES ARISING AS A RESULT OF THE UNAVAILABILITY OF THE SERVICE,
INCLUDING THE INABILITY TO REACH 911 OR ANY OTHER EMERGENCY SERVICES, THE INABILITY TO CONTACT A
SECURITY SYSTEM OR REMOTE MEDICAL OR OTHER MONITORING SERVICE PROVIDER OR ANY FAILURE OR FAULT
RELATING TO CUSTOMER-PROVIDED EQUIPMENT, FACILITIES OR SERVICES.
15. INDEMNIFICATION. Unless prohibited under applicable law, Customer at its own expense, shall indemnify, defend, and hold harmless
Spectrum, its affiliates, service providers, and suppliers, and their directors, employees, representatives, officers and agents (the
“Indemnified Parties”) against any and all third party claims, liabilities, lawsuits, damages, losses, judgments, costs, fees and expenses
incurred by Indemnified Parties, including reasonable attorney and other professional fees and court costs incurred by Indemnified
Parties, to the full extent that such arise from or relate to any one or more of the following:
(a) Customer’s use or misuse of the Service,
(b) Customer’s failure to comply with any applicable law, order, rule, regulation or ordinance or this Service Agreement,
(c) personal injury or tangible property damage caused by Customer’s or its employees’ or agents’ negligence or willful misconduct.
Indemnified Parties shall have the right but not the obligation to participate in the defense of the claim.
Spectrum shall indemnify and defend the Customer and its boards, officers, agents and employees, from and against third
party claims, liabilities, damages and expenses, including reasonable attorneys’ and other professionals’ fees, for bodily injury
or tangible property damage directly caused by the negligence or willful misconduct of Spectrum, its employees or contractors,
at the site(s) as a direct result from Spectrum’s installation, removal or maintenance at Customer’s Service locations of the
Spectrum Equipment.
16. INSURANCE.
A. Insurance Requirements. SPECTRUM shall provide and maintain insurance acceptable to the City
Attorney in full force and effect throughout the term of this Agreement, against claims for injuries to persons or
damages to property which may arise from or in connection with the performance of the work hereunder by
SPECTRUM, its agents, representatives or employees. Insurance is to be placed with insurers with a current A.M.
Best's rating of no less than A:VII. SPECTRUM shall provide the following scope and limits of insurance:
(1) Minimum Scope of Insurance. Coverage shall be at least as broad as:
Enterprise Long Form v.171213 Page 8 of 26
©2017 Charter Communications. All Rights Reserved.
(a) Insurance Services Office form Commercial General Liability coverage (Occurrence Form CG 0001).
(b) Insurance Services Office form number CA 0001 (Ed. 1/87) covering Automobile Liability, including
code 1 "any auto" and endorsement CA 0025, or equivalent forms subject to the written approval of the City.
(c) Workers' Compensation insurance as required by the Labor Code of State of California and Employer's
Liability insurance and covering all persons providing services on behalf of the SPECTRUM and all risks to such
persons under this Agreement.
(d) Errors and omissions liability insurance appropriate to the SPECTRUM's profession.
(2) Minimum Limits of Insurance. SPECTRUM shall maintain limits of insurance no less than:
(a) General Liability: $2,000,000 per occurrence for bodily injury, personal injury and property damage. If
Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general
aggregate limit shall apply separately to the activities related to this Agreement or the general aggregate limit shall
be twice the required occurrence limit.
(b) Automobile Liability: $2,000,000 per accident for bodily injury and property damage.
(c) Workers' Compensation and Employer's Liability: Workers' Compensation as required by the Labor Code
of the State of California and Employers Liability limits of $1,000,000 per accident.
(d) SPECTRUM shall maintain such coverage for an additional period of three (3) years following termination
of the contract.
SPECTRUM shall procure and maintain Cyber Liability insurance with limits of $2,000,000 per
occurrence/loss which shall include the following coverage:
a. Liability arising from the theft, dissemination and/or use of confidential or personally identifiable
information; including credit monitoring and regulatory fines arising from such theft, dissemination or use
of the confidential information.
b. Network security liability arising from the unauthorized use of, access to, or tampering with computer
systems.
c. Liability arising from the failure of technology products (software) required under the contract for
SPECTRUM to properly perform the services intended.
d. Electronic Media Liability arising from personal injury, plagiarism or misappropriation of ideas, domain
name infringement or improper deep-linking or framing, and infringement or violation of intellectual
property rights.
e. Liability arising from the failure to render professional services.
If coverage is maintained on a claims-made basis, SPECTRUM shall maintain such coverage for an
additional period of three (3) years following termination of the contract.
B Other Provisions. Insurance policies required by this Agreement shall contain the following provisions:
(1) All Policies. Each insurance policy required by this paragraph 15 shall be endorsed and state the coverage
shall not be suspended, voided, canceled by the insurer or either party to this Agreement, reduced in coverage or in
limits except after 30 days' prior written notice by Certified mail, return receipt requested, has been given to the
City.
(2) General Liability and Automobile Liability Coverages.
(a) City, its officers, officials, and employees and volunteers are to be covered as additional insureds as
respects: liability arising out of activities SPECTRUM performs, products and completed operations of
SPECTRUM; premises owned, occupied or used by SPECTRUM, or automobiles owned, leased or hired or
borrowed by SPECTRUM. The coverage shall contain no special limitations on the scope of protection afforded
to City, its officers, officials, or employees.
(b) SPECTRUM's insurance coverage shall be primary insurance as respect to City, its officers, officials,
employees and volunteers. Any insurance or self insurance maintained by City, its officers, officials, employees or
volunteers shall apply in excess of, and not contribute with, SPECTRUM's insurance.
Enterprise Long Form v.171213 Page 9 of 26
©2017 Charter Communications. All Rights Reserved.
(c) SPECTRUM's insurance shall apply separately to each insured against whom claim is made or suit is
brought, except with respect to the limits of the insurer's liability.
(d) Any failure to comply with the reporting or other provisions of the policies including breaches of
warranties shall not affect coverage provided to the City, its officers, officials, employees or volunteers.
(3) Workers' Compensation and Employer's Liability Coverage. Unless the City Manager otherwise agrees in
writing, the insurer shall agree to waive all rights of subrogation against City, its officers, officials, employees and
agents for losses arising from work performed by SPECTRUM for City.
C. Other Requirements. SPECTRUM agrees to deposit with City, at or before the effective date of this
contract, certificates of insurance necessary to satisfy City that the insurance provisions of this contract have been
complied with. The City Attorney may require that SPECTRUM furnish City with copies of original
endorsements effecting coverage required by this Section. The certificates and endorsements are to be signed by a
person authorized by that insurer to bind coverage on its behalf.
(1) SPECTRUM shall furnish certificates and endorsements from each subcontractor identical to those
SPECTRUM provides.
(2) Any deductibles or self-insured retentions must be declared to and approved by City. At the option of the
City, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its
officers, officials, employees and volunteers; or the SPECTRUM shall procure a bond guaranteeing payment of
losses and related investigations, claim administration, defense expenses and claims.
(3) The procuring of such required policy or policies of insurance shall not be construed to limit SPECTRUM's
liability hereunder nor to fulfill the indemnification provisions and requirements of this Agreement.
16. COMPLIANCE WITH LAWS. As between the Parties, Spectrum shall obtain and maintain at its own expense all licenses, approvals
and regulatory authority required by law with respect to Spectrum’s operation and provision of the Services as contemplated in the
Service Agreement, and Customer shall obtain and maintain at its own expense all licenses, approvals and regulatory authority required
by law with respect to Customer’s use of the Services as contemplated in the Service Agreement. Unless specified otherwise in the
Service Agreement, each Party shall give all notices, pay all fees and comply with all applicable laws, ordinances, rules and regulations
relating to its performance obligations specified in the Service Agreement. The Service Agreement is subject to all applicable federal,
state or local laws and regulations in effect in the relevant jurisdiction(s) in which Spectrum provides the Services. If any provision of the
Service Agreement contravenes or is in conflict with any such law or regulation, then the terms of such law or regulation shall take priority
over the relevant provision of the Service Agreement. If the relevant law or regulation applies to some but not all of the Services being
provided under the Service Agreement, then such law or regulation shall take priority over the relevant provision of the Service Agreement
only for purposes of those Services to which the law or regulation applies. Except as explicitly stated in the Service Agreement, nothing
contained in the Service Agreement shall constitute a waiver by Spectrum of any rights under applicable laws or regulations pertaining
to the installation, construction, operation, maintenance or removal of the Services, facilities or equipment.
17. REGULATORY CHANGES. In the event of any change in applicable law, regulation, decision, rule or order, including without limitation
any new application of or increase in any government- or quasi-government-imposed fees or charges that increases the costs or other
terms of Spectrum’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 Spectrum in providing the Service, Customer acknowledges and agrees that Spectrum may pass through to
Customer any such increased fees or costs, but only to the extent of the actual increase. Spectrum shall use commercially reasonable
efforts to notify Customer at least thirty (30) days in advance of the increase. In such case, and if such increase materially increases the
Service Charges payable by Customer under the Service Agreement for the applicable Service, Customer may, within thirty (30) days
after notification of such increase, terminate the affected Service without an obligation to pay Termination Charges, provided Customer
notifies Spectrum at least thirty (30) days in advance of Customer’s requested termination date. Further, in the event that Spectrum is
required to file tariffs, rate schedules, or price guides with a regulatory agency or otherwise publish or make generally available its rates
in accordance with regulatory agency rules or policies respecting the delivery of the Service or any portion thereof, then the terms set
forth in the applicable tariff, rate schedule, or price guide shall govern Spectrum’s delivery of, and Customer’s use or consumption of the
Service. In addition, if Spectrum determines that offering or providing the Service, or any part thereof, has become impracticable for legal
or regulatory reasons or circumstances, then Spectrum may terminate the Service Agreement and any affected Service Orders without
liability, by giving Customer thirty (30) days prior notice or any such notice as is required by law or regulation applicable
to such
determination.
18. ARBITRATION. This Service Agreement requires the use of arbitration to resolve disputes and otherwise limits the remedies available
to Customer in the event of a dispute. Subject to the “Exclusions” paragraph below, Spectrum and Customer agree to arbitrate disputes
and claims arising out of or relating to this Service Agreement, the Services, the Spectrum Equipment, Network, or marketing of the
Services. Notwithstanding the foregoing, either Party may bring an individual action on any matter or subject in small claims court. The
arbitrator of any dispute or claim brought under or in connection with this Service Agreement shall not have the power to award injunctive
relief, which may only be sought in an appropriate court of law. No claim subject to arbitration under this Service Agreement may be
combined with a claim subject to resolution before a court of law. THIS SERVICE AGREEMENT MEMORIALIZES A TRANSACTION
IN INTERSTATE COMMERCE. THE FEDERAL ARBITRATION ACT GOVERNS THE INTERPRETATION AND ENFORCEMENT OF
THESE ARBITRATION PROVISIONS.
Enterprise Long Form v.171213 Page 10 of 26
©2017 Charter Communications. All Rights Reserved.
(a) A Party who intends to seek arbitration must first send to the other a written notice of intent to arbitrate, entitled “Notice of Intent to
Arbitrate” (“Notice”). The Notice to Spectrum should be addressed to: VP and Associate General Counsel, Litigation, Charter
Communications, 12405 Powerscourt Drive, St. Louis, MO 63131 (“Arbitration Notice Address”). The Notice must: (a) describe the nature
and basis of the claim or dispute; and (b) set forth the specific relief sought. If the Parties do not reach an agreement to resolve the claim
within thirty (30) days after the Notice is received, Customer or Spectrum may commence an arbitration proceeding, in which all issues
are for the arbitrator to decide (including the scope of the arbitration clause), but the arbitrator shall be bound by the terms of this Service
Agreement. The arbitration shall be governed by the Commercial Arbitration Rules and the Supplementary Procedures for Consumer
Related Disputes (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by this Service Agreement,
and the arbitration shall be administered by the AAA. The AAA Rules and fee information are available at www.adr.org, by calling the
AAA at 1-800-778-7879, or by writing to the Arbitration Notice Address.
(b) EACH PARTY SHALL BEAR THE COST OF ANY ARBITRATION FILING FEES AND ARBITRATOR’S FEES THAT SUCH PARTY
INCURS INCLUDING, BUT NOT LIMITED TO, ATTORNEYS FEES OR EXPERT WITNESS COSTS UNLESS OTHERWISE
REQUIRED UNDER APPLICABLE LAW. If the arbitrator’s award exceeds $75,000, either Party may appeal such award to a three-
arbitrator panel administered by the AAA and selected according to the AAA Rules, by filing a written notice of appeal within thirty (30)
days after the date of entry of the arbitration award. The appealing Party must provide the other Party with a copy of such appeal
concurrently with its submission of the appeals notice to AAA. The three-arbitrator panel must issue its decision within one hundred
twenty (120) days of the date of the appealing Party’s notice of appeal. The decision of the three-arbitrator panel shall be final and
binding, except for any appellate right which may exist under the Federal Arbitration Act. The Parties may agree that arbitration will be
conducted solely on the basis of the documents submitted to the arbitrator, via a telephonic hearing, or by an in-person hearing as
established by AAA rules. Unless Spectrum and Customer agree otherwise in writing, all hearings conducted as part of the arbitration
shall take place in Los Angeles County.
(c) CUSTOMER AGREES THAT, BY ENTERING INTO THIS SERVICE AGREEMENT, CUSTOMER AND SPECTRUM ARE WAIVING
THE RIGHT TO A TRIAL BY JUDGE OR JURY. CUSTOMER AND SPECTRUM AGREE THAT CLAIMS MAY ONLY BE BROUGHT IN
CUSTOMER’S INDIVIDUAL CAPACITY AND NOT ON BEHALF OF, OR AS PART OF, A CLASS ACTION OR REPRESENTATIVE
PROCEEDING. Furthermore, unless both Customer and Spectrum agree otherwise in writing, the arbitrator may not consolidate
proceedings or more than one person’s claims and may not otherwise preside over any form of representative or class proceeding. If
this specific paragraph is found to be unenforceable, then the entirety of these arbitration provisions shall be null and void and rendered
of no further effect with respect to the specific claim at issue.
(d) Severability. If any clause within these arbitration provisions is found to be illegal or unenforceable, that specific clause will be severed
from these arbitration provisions, and the remainder of the arbitration provisions will be given full force and effect. NOTWITHSTANDING
ANYTHING TO THE CONTRARY, IN THE EVENT SOME OR ALL OF THESE ARBITRATION PROVISIONS IS DETERMINED TO BE
UNENFORCEABLE FOR ANY REASON, OR IF A CLAIM IS BROUGHT THAT IS FOUND BY A COURT TO BE EXCLUDED FROM
THE SCOPE OF THESE ARBITRATION PROVISIONS, BOTH PARTIES AGREE TO WAIVE, TO THE FULLEST EXTENT ALLOWED
BY LAW, ANY TRIAL BY JURY. For purposes of the foregoing sentence only, in the event such waiver is found to be unenforceable, it
shall be severed from this Service Agreement, rendered null and void and of no further effect without affecting the rest of the arbitration
provisions set forth herein.
(e) EXCLUSIONS. CUSTOMER AND SPECTRUM AGREE THAT THE FOLLOWING CLAIMS OR DISPUTES SHALL NOT BE SUBJECT
TO ARBITRATION:
i. ANY INDIVIDUAL ACTION BROUGHT BY CUSTOMER OR BY SPECTRUM ON ANY MATTER OR SUBJECT THAT IS WITHIN
THE JURISDICTION OF A COURT THAT IS LIMITED TO ADJUDICATING SMALL CLAIMS.
ii. ANY DISPUTE OVER THE VALIDITY OF ANY PARTY’S INTELLECTUAL PROPERTY RIGHTS.
iii. ANY DISPUTE RELATED TO OR ARISING FROM ALLEGATIONS ASSOCIATED WITH UNAUTHORIZED USE OR RECEIPT OF
SERVICE.
19. PROPRIETARY RIGHTS AND CONFIDENTIALITY.
(a) Spectrum’s Proprietary Rights. All materials including, but not limited to, any Spectrum Equipment (including related firmware), software,
data and information provided by Spectrum, any identifiers or passwords used to access the Service or otherwise provided by Spectrum,
and any know-how, methodologies or processes including, but not limited to, all copyrights, trademarks, patents, trade secrets, any other
proprietary rights inherent therein and appurtenant thereto, used by Spectrum to provide the Service (collectively “Spectrum Materials”)
shall remain the sole and exclusive property of Spectrum or its suppliers and shall not become a fixture to the Service Location. Customer
shall acquire no title to, interest or right (including intellectual property rights) in the Spectrum Materials by virtue of the payments provided
for herein other than the limited, non-exclusive, and non-transferable license to use the Spectrum Materials solely for Customer's use of
the Service. Customer may not disassemble, decompile, reverse engineer, reproduce, modify, or distribute the Spectrum Materials, in
whole or in part, or use them for the benefit of any third party. Customer shall not cause or permit the disabling or circumvention of any
security mechanism contained in or associated with the Services. All rights in the Spectrum Materials not expressly granted to Customer
herein are reserved to Spectrum or its suppliers. Customer shall not open, alter, misuse, tamper with, or remove the Spectrum Equipment
or Spectrum Materials as and where installed by Spectrum, and shall not remove any markings or labels from the Spectrum Equipment
or Spectrum Materials indicating Spectrum (or its suppliers) ownership or serial numbers.
(b) Confidentiality. Customer agrees to maintain in confidence, and not to disclose to third parties (except in response to subpoena or other
valid court or administrative proceeding order, or Public Records Act or other open government request or for such use as is expressly
permitted herein), the Spectrum Materials and any other information and materials provided by Spectrum in connection with this Service
Enterprise Long Form v.171213 Page 11 of 26
©2017 Charter Communications. All Rights Reserved.
Agreement marked “Confidential,” except for the contents of this Service Agreement and any Service Orders. Prior to providing such
documents in response to a subpoena, Public Records Act request or other valid subpoena or open government request, Customer will
provide Spectrum with written notice to the Spectrum addresses shown in Section 21 below so that Spectrum can file in court to intervene
prior to such disclosure if possible.
(c) Software. If Software is provided to Customer hereunder, Spectrum grants Customer a limited, non-exclusive, and non-transferable
license to use such Software, in object code form only, for the sole and limited purpose of using the Services for Customer’s internal
business purposes during the Term. Customer shall not copy, reverse engineer, decompile, disassemble, translate, or attempt to learn
the source code of any Software. Upon termination of a Service Order, the license to use any Software provided by Spectrum to
Customer in connection with the Services provided under the Service Order shall terminate and Customer shall destroy any copies of
the Software provided to Customer.
20. PRIVACY. Spectrum also maintains a Privacy Policy with respect to the Services in order to protect the privacy of its customers. The
Privacy Policy may be found on Spectrum’s website at http://enterprise.spectrum.com/. The Privacy Policy may be updated or modified
from time-to-time by Spectrum, with or without notice to Customer. Customer’s privacy interests, including Customer’s ability to limit
disclosure of certain information to third parties, may be addressed by, among other laws, the Federal Telecommunications Act , the
Federal Cable Communications Act, the Electronic Communications Privacy Act, and, to the extent applicable, state laws and
regulations. Customer proprietary network information and personally identifiable information that may be collected, used or disclosed
in accordance with applicable laws is described in an Attachment, the Privacy Policy, and, if applicable, in Spectrum’s tariff, which are
incorporated into, and made a part of, this Service Agreement by this reference. In addition to the foregoing, Customer hereby
acknowledges and agrees that Spectrum may disclose Customer's and its employees' personally identifiable information as required by
law or regulation, or the American Registry for Internet Numbers or any similar agency, or in accordance with the Privacy Policy or, if
applicable, tariff(s). In addition, Spectrum shall have the right (except where prohibited by law), but not the obligation, to disclose any
information to protect its rights, property or operations, or where circumstances suggest that individual or public safety is in peril.
21. NOTICES. Any notices or consents to be given under this Service Agreement shall be validly given or served only if in writing and sent
by nationally recognized overnight delivery service or certified mail, return receipt requested, to the following addresses:
If to Spectrum:
Charter Communications Operating, LLC
ATTN: Commercial Contracts Management
Corporate - Legal Operations
12405 Powerscourt Drive
St. Louis, MO 63131
Notices to Customer shall be sent to the Customer billing address or as set forth in the Service Agreement. Each Party may change its
respective address(es) for legal notice by providing notice to the other Party. Upon Spectrum’s request, Customer will also provide
Spectrum with a current email address that Customer regularly checks so that Spectrum may provide copies of notices and other
communications to Customer by email.
22. MISCELLANEOUS.
(a) Entire Agreement. This Service Agreement, including without limitation all Attachments, incorporated documents and any executed
Service Orders constitute the entire agreement and understanding between the Parties with respect to the subject matter hereof. This
Service Agreement supersedes all prior understandings, promises, and undertakings, if any, made orally or in writing by or on behalf of
the Parties with respect to the subject matter of this Service Agreement, including without limitation any prior confidentiality or non-
disclosure agreement between the Parties regarding the purchase and sale of Spectrum Services. Spectrum may change or modify the
Terms of Service at any time by posting revised Terms of Service to the Spectrum website at https://enterprise.spectrum.com/ or such
other URL as Spectrum may specify from time to time (the Spectrum Website”). The revisions to the Terms of Service are effective
upon posting to the Spectrum Website. Customer may receive notice of any revisions to the Terms of Service by email or in the next
applicable invoice. Customer shall have thirty (30) calendar days from the date of the notice to provide Spectrum with written notice that
the revisions to the Terms of Service materially and adversely affect Customer’s use of the Services. If after notice Spectrum is able to
verify such material adverse effect, but is unable to reasonably mitigate the impact on such Services, then Customer may terminate the
impacted Services and Service Order(s) without further obligation to Spectrum beyond the termination date, including Termination
Charges, if any, as its sole and exclusive remedy. Customer should also consult Spectrum’s website https://enterprise.spectrum.com/
to be sure Customer is aware of Spectrum’s Acceptable Use Policies, Network Management Practices, applicable tariffs and price
guides, and other policies or practices that are applicable to Customer’s use of the Services (collectively “Policies”). Customer’s use of
the Services shall be deemed acknowledgment that Customer has read and agreed to Spectrum’s Policies as a part of this Service
Agreement.
(b) Signatures; Electronic Transactions. This Service Agreement may be executed in one or more counterparts, each of which is an original,
but together constituting one and the same instrument. Execution of a facsimile or other electronic copy will have the same force and
effect as execution of an original, and a facsimile or electronic signature will be deemed an original and valid signature. The Parties
agree to conduct business using electronic means including using electronic records and electronic signatures, except as provided with
respect to notices in Section 21.
(c) Order of Precedence. Each Service shall be provisioned pursuant to the terms and conditions of this Service Agreement. In the event
that Spectrum permits Customer to use its own standard purchase order form to order the Service, the Parties hereby acknowledge and
agree that the terms and conditions hereof shall prevail notwithstanding any variance with the terms and conditions of any purchase
Enterprise Long Form v.171213 Page 12 of 26
©2017 Charter Communications. All Rights Reserved.
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 the Service Agreement or any Service Order are inconsistent with the terms of any applicable tariff, the tariff
shall control. To the extent that the terms of any Service Order are inconsistent with the terms of these Terms of Service, the Terms of
Service shall control, excluding pricing discounts, nonrecurring fees, or order fulfillment timing terms to the extent permissible under
applicable law set forth in the Service Order that shall control.
(d) No Assignment or Transfer. Customer may not assign or transfer (directly or indirectly by any means, including by operation of law or
otherwise) this Service Agreement and the associated Service Order(s), or their rights or obligations hereunder to any other entity without
first obtaining consent from Spectrum, and any assignment or transfer in violation of this Section shall be null and void. Spectrum may
assign its rights and obligations under this Service Agreement, in whole or in part, and any Service Order(s) to affiliates controlling,
controlled by or under common control with Spectrum, or to its successor-in-interest if Spectrum sells some or all of the underlying
communications system(s) without the prior approval of or notice to Customer. Customer understands and agrees that, regardless of
any such assignment, the rights and obligations of Spectrum in the Service Agreement may accrue to, or be fulfilled by, any affiliate, as
well as by Spectrum or its subcontractors.
(e) Severability. If any term, covenant, condition or portion of this Service Agreement shall, to any extent, is held to be invalid or
unenforceable, the remainder of this Service Agreement shall not be affected and each remaining term, covenant or condition shall be
valid and enforceable to the fullest extent permitted by law as nearly as possible to reflect the original intentions of the Parties.
(f) Force Majeure. Notwithstanding anything to the contrary in the Service Agreement, neither Party shall be liable to the other for any
delay, inconvenience, loss, liability or damage resulting from any failure or interruption of Services, directly or indirectly caused by
circumstances beyond such Party’s control, including but not limited to denial of use of poles or other facilities of a utility company, labor
disputes, acts of war or terrorism, criminal, illegal or unlawful acts, weather, fire, flood, natural causes, mechanical or power failures,
fiber cuts, governmental acts or any order, law or ordinance in any way restricting the operation of the Services (each a “Force Majeure
Event”). Changes in economic, business, or competitive conditions shall not be considered a Force Majeure Event.
(g) Governing Law; Claims Limitation; Waiver of Jury Trial. The law of the state of California shall govern the construction, interpretation,
and performance of this Service Agreement, except that any conflicts-of-law principles of such state that would result in the application
of the law of another jurisdiction shall be disregarded). Any legal action brought under or in connection with the subject matter of the
Service Agreement shall be brought only in the United States District Court for the Central District of California or, if such court would
not have jurisdiction over the matter, then only in a California State court sitting in the County of Los Angeles. Each party submits to
the exclusive jurisdiction of these courts and agrees not to commence any legal action under or in connection with the subject matter of
the Service Agreement in any other court or forum. Each Party waives any objection to the laying of the venue of any legal action brought
under or in connection with the subject matter of the Service Agreement in the Federal or state courts sitting in the County of Los
Angeles, and agrees not to plead or claim in such courts that any such action has been brought in an inconvenient forum. Any claim
that Customer wishes to assert under the Service Agreement must be initiated not later than one (1) year after the claim arose. IN ANY
AND ALL CONTROVERSIES OR CLAIMS ARISING OUT OF OR RELATING TO THIS SERVICE AGREEMENT, ITS NEGOTIATION,
ENFORCEABILITY OR VALIDITY, OR THE PERFORMANCE OR BREACH THEREOF OR THE RELATIONSHIPS ESTABLISHED
HEREUNDER, CUSTOMER AND SPECTRUM EACH HEREBY WAIVES ITS RIGHT, IF ANY, TO TRIAL BY JURY.
(h) No Third Party Beneficiaries. The terms of this Service Agreement and the Parties’ respective performance of obligations as described
are not intended to benefit any person or entity not a Party to this Service Agreement, and the consideration provided by each Party
hereunder only runs to the respective Parties, and that no person or entity not a Party to this Service Agreement shall have any rights
hereunder nor the right to require performance of obligations by either of the Parties.
(i) Waiver. Except as otherwise provided herein, the failure of Spectrum to enforce any provision of this Service Agreement shall not
constitute or be construed as a waiver of such provision or of the right to enforce such provision. To be legally binding on Spectrum,
any waiver must be in writing.
(j) Remedies Cumulative and Nonexclusive. Unless stated otherwise herein, all rights and remedies of the Parties under this Service
Agreement shall be cumulative, nonexclusive and in addition to, but not in lieu of, any other rights or remedies available to the Parties
whether provided by law, in equity, by statute or otherwise. The exercise of any right or remedy does not preclude the exercise of any
other rights or remedies.
Enterprise Long Form v.171213
Page 13
of 26
©2017 Charter Communications. All Rights Reserved.
Attachment A
Spectrum Business TV and Enterprise TV Service
(collectively, “TV Service”)
Spectrum Business TV Service: Spectrum Business TV Service includes television programming services, including the package of
channels and music programming as designated in a Service Order. Customer must notify Spectrum if Customer’s use of the Service
will be for private or public viewing. If specified in the Service Order, Spectrum will provide to private-view Customers premium
programming such as HBO, Showtime, TMC, Cinemax, STARZ, Encore, or Epix, or Customer premise equipment such as DVRs
(collectively, “Premium Services”).
Spectrum Enterprise TV Service: Spectrum Enterprise shall provide the customized multi-channel video programming service
(“Enterprise TV Service”) to Customer’s Service Location(s) identified in a Service Order. Enterprise TV Service includes Government
TV, Healthcare TV, Hospitality TV, and Education/University TV. Enterprise TV Service includes the channel line-up and those premium
and other pay-per-view, video-on-demand, or any visual content as mutually agreed upon in the Service Order. If specified in the
Service Order, Spectrum will provide Premium Services to Customer.
1. Music Programming. Customer is responsible for and must secure any music rights and/or pay applicable fees required by the
American Society of Composers, Authors & Publishers, Broadcast Music, Inc., and SESAC, Inc. or their respective successors, and
any other entity, person or governmental authority from which a license is necessary or appropriate relating to Customer's
transmission, retransmission, communication, distribution, performance or other use of the Services. Customer shall not, and shall
not authorize or permit any other person to, do any of the following unless Customer has obtained a then-current music license
permitting such activity: (i) charge a cover charge or admission fee to any Service Location(s) at the time the TV Service is being
displayed or are to be displayed; or (ii) permit dancing, skating or other similar forms of entertainment or physical activity in
conjunction with the performance of the TV Service.
2. Spectrum Equipment. Spectrum owns and shall at all times have the exclusive right to access, control, maintain, upgrade, use and
operate its TV Service, Network, and Spectrum Equipment, except for (i) any video display terminals (“Connections”) or inside wiring
owned and maintained by Customer or a third party, and (ii) any conduit, risers, raceways or other spaces where the Network or
Spectrum Equipment is located that are owned by Customer or a third party, in which case (as between Customer and Spectrum)
Customer shall own such items and Customer hereby grants to Spectrum the non-exclusive right to access and use such space
during the Order Term as provided in the Service Agreement. The inside wiring and Connections shall be provided and installed by
Customer, at its sole expense, in consultation with Spectrum and any specifications provided by Spectrum to Customer in writing.
Spectrum shall not be responsible for an outage that may be due to a fault or failure with respect to any inside wiring, Connections
or any systems, equipment or facilities of Customer or any third party, including but not limited to, instances where such outage is
due to the Customer’s failure to promptly provide Spectrum with access to the Service Location to inspect, monitor, repair, and/or
replace the TV Service or Spectrum Equipment. If changes in technology require the use of specialized equipment to continue to
receive Spectrum Business TV Service, Spectrum shall provide such Spectrum Equipment, and Customer shall pay for such
Spectrum Equipment at the same rate charged by Spectrum to commercial customers in the same service area as the Service
Location.
3. Provision of Service. Spectrum may, in its discretion, preempt, rearrange, delete, add, discontinue, modify or otherwise change any
or all of the advertised programming comprising, packaging of, channel line-ups applicable to, and/or distribution of its TV Service.
Spectrum may make certain TV Service available via mobile applications or third party hardware to Customer and its End Users,
which may be subject to additional terms and conditions.
4. Restrictions. Customer shall take all necessary precautions to ensure that the TV Service is received only by authorized parties, and
that no part of the TV Service is received at any other location, including but not limited to locations where an admission fee, cover
charge, minimum or like sum is charged. Customer shall not and shall not authorize or permit any other person to (i) copy, record,
dub, duplicate, alter, make or manufacture any recordings or other reproductions of the TV Service (or any part thereof); (ii) transmit
the TV Service by any television or radio broadcast or by any other means or use the TV Service outside the Service Location; (iii)
move the TV Service to another location after installation; or (iv) insert any commercial announcements into the TV Service or
interrupt any performance of the TV Service for the making of any commercial announcements. Customer acknowledges that such
duplication, reproduction or transmission may subject Customer to criminal penalties and/or civil liability and damages under
applicable copyright and/or trademark laws. TV Service is available for use at commercial establishments and other non-residential
buildings (such as a bar, restaurant, hospital, or commercial building). In commercial establishments with public viewing, only the
TV Service lineup(s) that is approved for public viewing may be used. Customer may not order or request pay-per-view (PPV)
programming for receipt, exhibition or taping in a commercial establishment; or exhibit nor assist in the exhibition of PPV programming
in a commercial establishment unless explicitly authorized to do so by agreement with an authorized program provider and subject
to Spectrum’s prior written consent.
5. Service Inspection. Customer shall permit Spectrum reasonable access to the Service Locations to inspect the Service Location at
periodic intervals as needed to ascertain, among other things, the number of television outlets receiving the TV Service, verify the
estimated viewing occupancy, or . If any Spectrum inspection reveals that Customer's usage of the TV Service exceeds Customer's
rights under the Service Agreement or Service Order and without abrogating or otherwise affecting Spectrum’s right to consider such
Enterprise Long Form v.171213
Page 14
of 26
©2017 Charter Communications. All Rights Reserved.
activity a breach of the Service Agreement, Customer shall pay Spectrum an amount equal to one and a half times the MRCs that
would have been due for such excessive usage as liquidated damages and not as a penalty. In addition, Customer shall either
discontinue any excess usage or thereafter continue to pay the applicable MRCs for such additional usage or Spectrum may, in its
discretion, suspend or disconnect a TV Service .
6. Noninterference. Customer shall not interfere with, alter or substitute any of the programs, information or content offered as part of
the TV Service, which are transmitted over any of the channels provided hereunder without the prior written consent of Spectrum.
Under no circumstances shall Customer have any right to encode, alter, reformat, delete or otherwise modify the TV Service, including
without limitation delivery method and any programming contained within the TV Service, without the express written consent of
Spectrum. The limitations of this paragraph shall not apply to formatting of programming for Enterprise TV Service as agreed by
Spectrum and Customer.
7. Charges. Notwithstanding anything to the contrary in the Service Agreement, the MRCs set forth in a Service Order for TV Service:
(i) do not include applicable taxes, regulatory fees, franchise fees or public access fees; and (ii) are subject to change in accordance
with commercial rate increases applied to commercial customers.
Customer’s use of the Enterprise TV Service is subject to the following additional terms and conditions:
8. End User Support. Customer shall provide all first level contact and support to its authorized users relating to the Network, Spectrum
Equipment, Connections, Customer-provided equipment, and Enterprise TV Service. In the event of any disruption, failure, or
degradation of the Enterprise TV Service lasting for twenty-four (24) consecutive hours or more, Customer shall use all reasonable
efforts to diagnose the cause of the Enterprise TV Service impacting event. If the Enterprise TV Service impacting event is reasonably
determined to be caused by the signal delivered by Spectrum, Customer shall contact the designated Spectrum technical support
contact for resolution.
9. Set Back Box. Customer’s use of the Set Back Box Product (“SBB”) available as part of the Enterprise TV Service (the “SBB
Offering”) is subject to the following additional terms and conditions:
A. Notwithstanding Section 2 above, Spectrum shall install and program all Connections for the SBB Offering. Customer shall
ensure the availability of Connections that are compatible with the SBB Offering including, without limitation, the provision
and use of appropriate tuners and Connections having HDTV compatibility.
B. If Customer desires for the front desk portal and the TV user interface associated with the SBB Offering to be co-branded
(with Spectrum’s and Customer’s brands), then Customer shall provide Spectrum Enterprise a copy of Customer’s logo in
accordance with Spectrum’s technical specifications and hereby grants Spectrum a right and license to use such logo for
purposes of such co-branding.
Enterprise Long Form v.171213
Page 15
of 26
©2017 Charter Communications. All Rights Reserved.
Attachment B
Spectrum Business Voice Service, PRI/SIP Trunking Service (collectively “Voice Services”)
Spectrum Hosted Voice, Hosted Voice for Hospitality, Hosted Call Center, and Unified
Communications (collectively, “Hosted Communications Services”)
DESCRIPTION OF SERVICES:
Voice Services:
Spectrum Business Voice Service: If Customer selects to receive Spectrum Business Voice Service, Customer will receive voice
service consisting of one or more lines or connections and a variety of features, as described more fully in the applicable Service
Order and price guide.
SIP Trunking Service: If Customer selects to receive the SIP Trunking Service, Customer will receive voice and call processing
services via eight or more concurrent call paths using a Session Initiation Protocol (“SIP”) connection to the Customer’s private
branch exchange (including any non-Spectrum switch, collectively, “PBX”) or other Customer Equipment, and a variety of features,
as described more fully in the applicable Service Order.
PRI Service: If Customer selects to receive PRI Service, Customer will receive voice and call processing services via a full (23B+1D
channel) or fractional (12B+1D channel) Primary Rate Interface (“PRI”) connection to Customer’s PBX or other Customer Equipment,
and a variety of features, as described more fully in the applicable Service Order.
Spectrum Hosted Communications Services:
Spectrum Hosted Voice Service: If Customer selects to receive Hosted Voice Service delivered over fiber or coax, Customer will
receive a combination of (i) voice service consisting of one or more telephone lines, (ii) a variety of features, and (iii) voice service
technical assistance.
Spectrum Hosted Voice for Hospitality Service: If Customer selects to receive Hosted Voice for Hospitality Service delivered over
fiber or coax, Customer will receive a combination of (i) voice service consisting of one or more telephone lines, (ii) a variety of
features, and (iii) voice service technical assistance. Customer may also receive Property Management System integration and other
services, including a variety of features, as described more fully in the applicable Service Order.
Spectrum Hosted Call Center: If Customer selects to receive Spectrum Hosted Call Center Service, Customer will receive a
combination of (i) voice service consisting of one or more telephone lines, (ii) a variety of features, and (iii) voice service technical
assistance, as described more fully in the applicable Service Order.
Unified Communications Service: If Customer selects to receive Unified Communications Service features that are added onto a
Spectrum Hosted Communications Service, Customer will receive a combination of (i) instant messaging and presence service, (ii)
video calling service, (iii) desktop sharing service, and (iv) web collaboration service, as described more fully in the applicable Service
Order. Unified Communications Services are available in personal computer and mobile phone or tablet application formats where
features, functionalities, and capabilities will differ based on the device used to access the Unified Communications Service.
Changes made to either the features, functionalities, or capabilities, or to the application user interface formats shall be in Spectrum’s
sole discretion.
COMMUNICATIONS SERVICES TERMS AND CONDITIONS:
Customer’s use of the Voice Services and Hosted Communications Services (collectively, “Communications Service”) is subject to the
following additional terms and conditions:
1. Availability of Facilities and Service Modifications:
a. Services and associated products, facilities, equipment, features and functions will be available in accordance with the terms of
this Attachment, where technically and operationally feasible. The quantity of business lines for each Service Location is
dependent on the technical feasibility at that specific location. Additional construction and facilities may be required to provide
requested Communications Services at Customer's expense. Customer must pay for any special construction prior to the
activation of service and/or cancellation of contract.
b. Spectrum is not obligated to provide Communications Services if Customer intends to or uses the Communications Services (i)
to interfere with or impair any service over any facilities and associated Spectrum Equipment or impair the privacy of any
communications over such facilities and associated Spectrum Equipment; (ii) to sell, resell, sublease, assign, license, sublicense,
share, provide, or otherwise utilize in conjunction with a third party (including, without limitation, in any joint venture or as part of
Enterprise Long Form v.171213
Page 16
of 26
©2017 Charter Communications. All Rights Reserved.
any outsourcing activity) the Communications Services or any component or combination thereof; or (iii) in any manner that
results in non-standard calling patterns or practices, including but not limited to, use of the Communications Service for high-
volume auto-dialing, continuous or extensive call forwarding, high-volume telemarketing (including, without limitation, charitable
or political solicitation or polling), fax or voicemail broadcasting for services with unlimited local and long distance calling plans,
and PBX hacking or modem hijacking resulting in excessive usage of long distance service (collectively, “Prohibited Use”). In
addition, Prohibited Use shall include augmentation of the Communications Service or Communications Service features, in any
way as to change the functionality of the Communications Service or its component features in any manner that is inconsistent
with standard commercial calling patterns and practices or the terms of this Service Agreement. Such non-standard calling
patterns and practices include, but are not limited to, use of three-way calling, or call forwarding, that results in unusually high
traffic volumes or excessive long distance usage. A non-standard calling pattern may also include, when Customer’s long
distance calling minutes from (i) calls terminating to Alaska, (ii) calls terminating to Guam, (iii) calls terminating to a conference
calling service operating in areas with high carrier access rates (e.g., rates that carriers pay one another for network use), or (iv)
calls terminating to a chat line service, in the aggregate exceed ten percent (10%) of Customer’s total long distance minutes in
any one-month billing cycle.
c. Spectrum may, from time to time, offer additional Communications Service features or functionality, or discontinue certain
Communications Service features or functionality. Information about these features or functions will be available at
http://enterprise.spectrum.com/ or http://business.spectrum.com/ or in the applicable price guide at www.spectrum.com, under
“Customer Disclosures.” These additional Communications Services, features or functions may be subject to additional specific
terms and conditions, and may be subject to change at any time by Spectrum.
.
2. Customer-Premise Equipment: Communications Services may require Customer-premise equipment. If required, Spectrum will
supply such equipment for so long as Customer remains a Communications Service Customer. Depending on the Communications
Service plan, there may be a monthly charge for the equipment. Upon termination of Communications Service for any reason,
Customer shall return the Spectrum-supplied equipment within thirty (30) days or Customer will be charged an equipment fee equal
to the fee charged by Spectrum at the time the equipment was supplied by Spectrum. An exception to this return policy is when the
equipment is also supporting Internet service, in which case Customer may continue to use the equipment until such time as Internet
is no longer provided or Spectrum requests a substitution of the equipment.
3. Communications Service Limitations:
a. Unavailable Services; Call Blocking and Fraud. Spectrum does not offer or provide certain operator-assisted services such as
dial around services (10-10-XXX), pay services, and third-party billing. Spectrum blocks access to calls with 900 and 976 area
codes and to international chat lines. In addition, Spectrum will initiate toll blocking if Customer’s excessive use of any toll has
surpassed the threshold set by Spectrum and/or Customer’s account is delinquent. Notwithstanding any other provision of the
Service Agreement or this Attachment, Spectrum may block calls which (i) are made to certain countries, cities, or central office
exchanges, or (ii) use certain authorization codes, as Spectrum, in its sole discretion, deems reasonably necessary to prevent
unlawful or fraudulent use of Communications Services.
b. Service Outages. Communications Service modems are electrically powered and will not work in a power outage or if the
required broadband connection is disrupted or not operating. In the event of power outages, the modem, including all phones
and Services connected to or powered by it, will not work. Power outages will disrupt Enhanced 911 (“E911”) service and the
use of Communications Service as the connection between a security system and central monitoring services. Spectrum may
supply Customer with a battery backup for use in the event of a non-network related outage. COMMUNICATIONS SERVICE
DOES NOT HAVE ITS OWN POWER SUPPLY. IF THERE IS A POWER OUTAGE, OR IF THERE IS A DISRUPTION TO THE
SPECTRUM NETWORK OR FACILITIES, COMMUNICATIONS SERVICE WILL NOT WORK. CUSTOMER ACKNOWLEDGES
THAT IN SUCH CASES IT WILL NOT BE POSSIBLE TO PLACE OR RECEIVE CALLS INCLUDING CALLS TO ACCESS
EMERGENCY 911 SERVICES.
c. Security Systems. Although Spectrum will supply a connection that will allow the operation of Customer's existing security
system, Spectrum does not guarantee that any such system will be in complete operational order following the installation of
Communications Service. As such, it is Customer's obligation to contact their security system provider to inform them of the
Communications Services installation, and any change in phone number, and to request a complete operational test of their
system immediately following installation of the Communications Services. In addition, it is Customer's responsibility to test their
system on a regular basis. Spectrum does not represent that Service is fail-safe. Customer is solely responsible for obtaining
such testing, ensuring that such testing is completed in a timely manner, and confirming that the security system and any related
Customer Equipment at the Service Location connected to the Communications Service operate properly. Customer is solely
responsible for any and all costs associated with this activity. In addition, Spectrum prohibits the use of Communications Service
as the connection between medical alert systems and a central monitoring station, and will neither connect to such services nor
provide technical support for the connection.
4. Use of Services. Customer is solely responsible for: (i) prevention of Prohibited Use and unauthorized, unlawful, or fraudulent use
of, or access to, Communications Services, which use or access is expressly prohibited; and (ii) administration and non-disclosure
of any authorization codes provided by Spectrum to Customer. Spectrum may require Customer to immediately shut down its
Enterprise Long Form v.171213
Page 17
of 26
©2017 Charter Communications. All Rights Reserved.
transmission of signals if Spectrum concludes, in its sole discretion, that such transmission is a Prohibited Use or causing interference
to other customers or with other transmissions generally.
a. Spectrum reserves the right (i) to refuse to provide, discontinue, or temporarily suspend Communications Services to or from a
Service Location where the necessary facilities or equipment are not available under terms and conditions reasonably acceptable
to Spectrum, or (ii) to limit or block Communications Services to and from any Service Location or the use of any authorization
code, without any liability whatsoever, in the event that Spectrum detects or reasonably suspects either (a) Prohibited Use or
fraudulent, or unlawful use of the Communications Services, or use of the Communications Service in violation of the Service
Agreement or this Attachment, or (b) consumption of Communications Services in excess of the credit limit (if any).
b. Customer is responsible for (i) securing its Customer Equipment against placement of fraudulent calls, and (ii) ensuring that
Customer Equipment is not being used for any Prohibited Use or fraudulent use or access with Communications Services.
Customer shall be responsible for payment of all applicable charges for Communications Services and charged to Customer’s
accounts, even where those calls are originated by fraudulent means either from Customer’s Service Location or from remote
locations. Spectrum is not liable for any damages, including toll usage charges, Customer may incur as a result of the
unauthorized use of its telephone facilities. This unauthorized use of Customer’s facilities includes, but is not limited to, the
placement of calls from the Service Location, and the placement of calls through Customer Equipment that are transmitted or
carried on Spectrum’s Network. Customer shall ensure that all uses by Customer, whether authorized by Customer or not, of
the Spectrum Equipment or the Communications Services installed at the Service Location comply with all applicable laws, rules,
regulations, and the Service Agreement (including this Attachment).
c. Spectrum has the right to limit the Communications Service to reasonable quantities of minutes and messages used or
consumed by Customer to prevent Prohibited Use and to maintain a high level of service for other Spectrum customers.
5. Access to Telecommunications Relay Communications Service: Telecommunications Relay Service (“TRS”) enables deaf, hard-of-
hearing or speech-impaired persons who use a Text Telephone or Caption Telephone (collectively, “TDD”) or similar devices to
communicate with the hearing population not using TDD. It also allows the hearing population not using a TT to communicate with
deaf, hard-of-hearing or speech-impaired persons who do use a TDD. Customer will be able to access the state provider to complete
such calls by either dialing the applicable telephone number directly or by dialing the number 711, where available. Spectrum may
bill Customer a monthly surcharge in order to fund the TRS system.
6. 911 Services:
a. CUSTOMER ACKNOWLEDGES THAT THE VOICE-ENABLED FIBER CONNECTION, CABLE MODEM, INTEGRATED
ACCESS DEVICE (“IAD”) OR OTHER SPECTRUM EQUIPMENT USED TO PROVIDE COMMUNICATIONS SERVICE ARE
ELECTRICALLY POWERED AND THAT COMMUNICATIONS SERVICE, INCLUDING THE ABILITY TO ACCESS 911 AND
E911 SERVICES AND ALARM, SECURITY, AND OTHER MONITORING SERVICES, MAY NOT OPERATE IN THE EVENT
OF AN ELECTRICAL POWER OUTAGE, A SPECTRUM NETWORK SERVICE INTERRUPTION, OR A THIRD-PARTY
NETWORK SERVICE INTERRUPTION IF THE COMMUNICATIONS SERVICE IS PROVIDED AS AN OVER-THE-TOP OR
OFF-NET (TYPE II) SERVICE USING A THIRD PARTY’S NETWORK. CUSTOMER ALSO ACKNOWLEDGES THAT, IN THE
EVENT OF A POWER OUTAGE AT A SERVICE LOCATION, ANY BACK-UP POWER SUPPLY PROVIDED WITH A
SPECTRUM-PROVIDED VOICE-ENABLED CABLE MODEM, IAD, OR OTHER SPECTRUM EQUIPMENT USED IN
DELIVERING THE COMMUNICATIONS SERVICE MAY ENABLE SERVICE FOR A LIMITED PERIOD OF TIME OR NOT AT
ALL, DEPENDING ON THE CIRCUMSTANCES, AND THAT THE USE OF A BACK-UP POWER SUPPLY DOES NOT ENSURE
THAT COMMUNICATIONS SERVICE WILL BE AVAILABLE IN ALL CIRCUMSTANCES. CUSTOMER SHALL ADVISE EVERY
END USER OF COMMUNICATIONS SERVICE THAT SPECTRUM VOICE-ENABLED CUSTOMER EQUIPMENT IS
ELECTRICALLY POWERED AND, IN THE EVENT OF A POWER OUTAGE OR SPECTRUM NETWORK SERVICE
INTERRUPTION, COMMUNICATIONS SERVICE AND 911 OR E911 MAY NOT BE AVAILABLE. CUSTOMER SHALL
DISTRIBUTE TO ALL END USERS OF COMMUNICATIONS SERVICE LABELS/STICKERS (TO BE SUPPLIED BY
SPECTRUM) AND INSTRUCT ALL END USERS OF COMMUNICATIONS SERVICE TO PLACE THEM ON OR NEAR THE
EQUIPMENT USED IN CONJUNCTION WITH THE COMMUNICATIONS SERVICE.
b. Customer is not permitted to move Spectrum Equipment from the Service Location in which it has been installed. If Customer
moves any of the voice-enabled cable modem, IAD, or other Spectrum Equipment to an address other than the Service Location
identified on the Service Order, calls from the modem, IAD, or other Spectrum Equipment to E911 will appear to E911 emergency
service operators to be coming from the Service Location identified on the Service Order and not the new address. Customer
shall be solely responsible for directing emergency personnel at the customer premises at each Service Location.
c. Customer will be notified by Spectrum as to whether the Communications Service to which Customer subscribes includes the
capability to support E911 service from multiple locations or from a location other than the Service Location. Customer agrees
that Spectrum will not be responsible for any losses or damages arising as a result of the unavailability of Communications
Service, including the inability to reach 911 or other emergency services, the inability to contact a security system or other
monitoring service provider or any failure or fault relating to Customer Equipment, facilities or services, the use of third-party
enterprise 911 solutions, or Customer’s attempt to access Communications Service from a remote location.
Enterprise Long Form v.171213
Page 18
of 26
©2017 Charter Communications. All Rights Reserved.
d. In some geographic areas, Communications Service does not provide the capability to support E911 service from any location
other than the Service Location. In those areas, if Customer intends to assign telephone numbers to one or more locations other
than the Service Location, Customer shall obtain from the incumbent LEC, a competitive LEC, or Spectrum a local telephone
line or lines and ensure that (i) the address(es) associated with the additional location(s) are loaded into the 911 database by
the provider of the local telephone line(s) such that 911 calls will deliver to the 911 answering point the actual location and
address of the 911 caller and (ii) all 911 calls originated from the additional location(s) are transported and delivered over those
local telephone lines. IN SUCH AREAS, CUSTOMER AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS
SPECTRUM, ITS AFFILIATES, ITS SERVICE PROVIDERS AND SUPPLIERS AND THEIR RESPECTIVE OFFICERS,
DIRECTORS, EMPLOYEES AND AGENTS, FROM AND AGAINST THIRD PARTY CLAIMS, LIABILITIES, DAMAGES AND
EXPENSES, INCLUDING REASONABLE ATTORNEYS’ AND OTHER PROFESSIONALS’ FEES, ARISING OUT OF OR
RELATING TO 911 CALLS MADE BY END USERS OF THE COMMUNICATIONS SERVICE FROM LOCATIONS OTHER
THAN THE SERVICE LOCATION.
e. Customer shall not use the Communications Services, or allow the Communications Services to be used, (i) to provide 911 or
E911 services; (ii) route 911 or E911 traffic to any public safety answering point, statewide default answering point, or appropriate
local emergency authority or emergency responders; or (iii) for any automatic location information services related to E911 or in
any other manner that would cause, or be likely to cause, Spectrum to qualify as a “Covered Service Provider” as defined in 47
C.F.R. §12.4 or any successor provision of the rules of the Federal Communication Commission. Any breach of this provision
shall constitute a material breach of the Service Agreement.
f. CUSTOMER ACKNOWLEDGES THAT SPECTRUM’S “ANYWHERE CONNECT” OR OTHER SOFTPHONE SOFTWARE OR
APPLICATIONS (COLLECTIVELY “SOFTPHONE APPLICATIONS”) ARE NOT A REPLACEMENT FOR MOBILE OR FIXED
LINE VOICE SERVICES. SOFTPHONE APPLICATIONS DO NOT PERMIT END USERS TO MAKE 911 OR OTHER
EMERGENCY CALLS. CUSTOMER SHALL PROVIDE ALTERNATIVE COMMUNICATION OPTIONS TO ENABLE END
USERS TO MAKE 911 AND OTHER EMERGENCY CALLS WHEN USING SPECTRUM’S SOFTPHONE APPLICATIONS.
7. Custom Caller-ID (Voice Services only): If Customer activates Custom Caller ID for Trunks, which permits a customer to define the
telephone number that Spectrum makes available to call recipients for Caller ID purposes, the telephone number chosen must be
active and assigned to Customer. Custom Caller ID for Trunks may be used only where Customer employs a Customer Equipment
solution that ensures that 911 and other emergency calls placed by an end user are routed to an appropriate public safety answering
point or other responding agency based on the caller’s location, in a manner consistent with applicable law. If Customer activates
Custom Caller ID, they must configure their PBX to out-pulse a telephone number that is active in their Spectrum account and
accurately identifies the Service Location for all outbound emergency 911 calls to be handled by that PBX. By activating Custom
Caller ID for Trunks, Customer represents and warrants that it employs such a Customer Equipment solution and agrees to continue
using such a solution until Customer discontinues its use of Custom Caller ID for Trunks. Telemarketers or other entities using
Custom Caller ID for Trunks must comply with applicable federal and state laws, including obligations requiring identification of: (i)
the telemarketer or the party on whose behalf the telemarketing call is made and (ii) the calling party’s number (“CPN”), automatic
number identification (“ANI”), or customer service number of the party on whose behalf the telemarketing call is made. The use of
substitute or fictitious CPN, ANI, or other calling party information is prohibited. Custom Caller ID for Trunks may not be used by any
person or entity in connection with any unlawful purpose.
8. Access: Customer agrees to provide Spectrum and its authorized agents with access to Customer’s internal telephone or local area
network wiring at the network interface device or at some other minimum point of entry in order to facilitate the installation and
operation of Communications Service over existing wiring. Customer hereby authorizes Spectrum to make any requests to
Customer’s landlord, building owner and/or building manager, as appropriate, and to make any requests to other or prior
communications service providers, as necessary and appropriate, to ensure that Spectrum has all access to inside wiring and cabling
necessary and sufficient to efficiently and securely install Communications Service and all related Spectrum Equipment. The agents
and employees of Spectrum shall have the right to enter the Service Location at any reasonable hour for the purpose of installing,
inspecting, maintaining or repairing Spectrum Equipment, instruments and/or lines, or upon termination of the Communications
Service, for the purpose of removing such Spectrum Equipment, instruments and/or lines.
9. Exclusively for Businesses: Communications Services are offered to businesses only and are not available for residential use.
10. Customer Equipment: Spectrum’s obligation is to provide Communications Services to the customer-accessible interface device or
equipment installed by Spectrum at the Spectrum Network Demarcation Point at the Service Location. The “Demarcation Point” is
the point of interconnection between the Spectrum Equipment or other facilities and the wiring at the Service Location. Customer is
responsible for ensuring that all such Customer Equipment conforms to the Federal Communications Commission's requirements
set forth in Part 68 of the Code of Federal Regulations (as amended), and Spectrum may discontinue the provision of
Communications Services to any location where Customer Equipment fails to conform to such regulations. Customer shall be solely
responsible for satisfying all legal requirements for interconnecting Customer-provided terminal equipment or communications
systems with other provider’s facilities, including, without limitation, application for all licenses, permits, rights-of-way, and other
arrangements necessary for such interconnection. Satisfaction of all legal requirements, any interface equipment or any other
facilities necessary to interconnect the facilities of Spectrum and other providers must be provided at Customer's sole expense.
Enterprise Long Form v.171213
Page 19
of 26
©2017 Charter Communications. All Rights Reserved.
11. CPNI: Information relating to Customer calling details (“Calling Details”), including the quantity, configuration, type, destination and
amount of Communications Service usage by Customer, and information contained in Customer’s bills (collectively, “Customer
Proprietary Network Information” or “CPNI”) , that is obtained by Spectrum pursuant to its provision of Communications Service will
be protected by Spectrum as described herein, in the Privacy Policy and in accordance with applicable federal and state
requirements. Notwithstanding the foregoing, the following shall not be CPNI: (i) Customer’s directory listing information, and (ii)
aggregated and/or compiled information that does not contain Customer-specific references, even if CPNI was used as a basis for
such information.
a. Spectrum may use and disclose Calling Details and CPNI when required by applicable law. Spectrum may use Calling Details
and CPNI and share (including via email) Calling Details and CPNI with its partners and contractors, as well as with Customer’s
employees and representatives, without Customer consent: (i) to provide services and bills to Customer; (ii) pursuant to
applicable law; (iii) to protect the interests of Spectrum, Customer and related parties in preventing fraud, theft of services,
abuse, harassment and misuse of telephone services; (iv) to protect the security and integrity of Spectrum Network systems;
and (v) to market additional Spectrum services to Customer that are of the same category as the services that Customer
purchases from Spectrum.
b. Spectrum will obtain Customer’s consent before using Calling Details or CPNI to market to Customer Spectrum services that
are not within the categories of Services that Customer purchases from Spectrum. Customer agrees that Spectrum will not be
liable for any losses or damages arising as a result of disclosure of Calling Details or CPNI in accordance with the terms of this
Attachment.
c. Spectrum will respond to Customer requests for Customer Calling Details only in compliance with Spectrum’s then-current
authentication requirements and applicable law. Such authentication requirements may require Customer to obtain a secure
password, which may be required for both online and telephone requests for Calling Details. Spectrum will notify Customer of
any requests to change account passwords, activate online account access and change Customer’s account address of record.
Spectrum may provide such notice by voicemail, by email or by regular mail to Customer’s prior account address of record.
d. Customer may identify a person or persons who are authorized to request Calling Details by executing an Agency Letter provided
by Spectrum upon request. Customer is responsible for: (i) ensuring that Spectrum receives timely notice of any changes to the
list of authorized individuals identified in the Agency Letter. Spectrum will not be liable to Customer for any disclosure of Calling
Details (including CPNI) that occurs if Spectrum has complied with the Agency Letter.
12. Directory Listings: Spectrum will facilitate the inclusion of its business customers in alphabetical white and yellow pages directories
and/or electronic compilations, as requested and available in Spectrum's service area. These listings are intended as a resource for
interested parties who can use them to find the telephone numbers of Spectrum customers who subscribe to Communications
Services. Spectrum, in its sole discretion, may limit the length of any listing in a directory or electronic compilation by abbreviating
the listing. Listings may be subject to additional rules and restrictions. Toll free and private number service may be available to
Customer for an additional charge. A listing may be omitted from a directory or electronic compilation upon Customer’s request.
IN THE EVENT THAT A MATERIAL ERROR OR OMISSION IN CUSTOMER’S DIRECTORY LISTING INFORMATION,
REGARDLESS OF FORM, IS CAUSED BY SPECTRUM, CUSTOMER’S SOLE AND EXCLUSIVE REMEDY SHALL BE A SERVICE
CREDIT IN AN AMOUNT SET BY SPECTRUM’S THEN-CURRENT STANDARD POLICIES OR AS PRESCRIBED BY APPLICABLE
REGULATORY REQUIREMENTS, IF ANY. SPECTRUM SHALL HAVE NO OTHER LIABILITY FOR ANY ERROR OR OMISSION
IN ANY DIRECTORY LISTING INFORMATION.
13. Minute Packages: If a minutes of use (“MOU”) package is exceeded, additional minutes will be charged at the standard domestic
long distance rates listed at http://enterprise.spectrum.com (or successor URL).
14. Number Porting: Upon submission of a Service Order, Customer may port a telephone number within the rate center for its particular
Service Location to Spectrum for use with Communications Services. Customer represents and warrants that it has all necessary
rights and authority for any porting request, will provide copies of letters of authority authorizing the same upon request, AND SHALL
INDEMNIFY, DEFEND AND HOLD HARMLESS SPECTRUM AND ITS AFFILIATES FROM ANY THIRD-PARTY CLAIM RELATED
TO OR ARISING OUT OF ANY PORTING REQUEST. Spectrum shall coordinate telephone number porting with Customer’s former
local service provider (“FLSP”) using the operational process for coordinating telephone number porting as prescribed by the
appropriate regulatory authority.
Spectrum may receive requests to port a telephone number currently assigned to Customer to a third-party service provider.
Customer agrees that until such time as the porting process has been completed and no further traffic for any ported telephone
number traverses the Spectrum Network, Customer shall remain bound by the terms of the Service Agreement and this Attachment
(including, without limitation, Customer’s obligation to pay for any applicable Services) for any and all traffic which remains on any
Customer telephone numbers. Notwithstanding the foregoing, Customer shall notify Spectrum at least five (5) business days in
advance of Customer requesting more than twenty (20) telephone numbers to be ported from Spectrum to another service provider.
Customer has no property right in telephone number(s) or any other call number designations associated with the Communication
Services, and Spectrum may change such numbers as deemed necessary.
Enterprise Long Form v.171213
Page 20
of 26
©2017 Charter Communications. All Rights Reserved.
15. Call Redirect: If a PRI Service, SIP Trunking Service, or Hosted Communication Service Customer elects to redirect calls to an
alternate number and if the receiving telephone number is charged as domestic long distance, charges will be applied against
Customer’s MOU package on the account or, if exceeded, at the applicable long distance rates.
16. Fiber Internet Access Bundles: If Customer purchases a discounted bundled offering from Spectrum including a SIP Trunking
Service, PRI Service, or Hosted Communications Services combined with Spectrum Fiber Internet Access, Customer must have the
SIP Trunking Service, PRI Service, or Hosted Communications Service installed and billing within four months after the provisioning
and turn-up of the bundled data circuit. The monthly recurring charge will revert to the non-bundled rate for the installed service if
Customer fails to accept both Services within this timeframe.
17. Unified Communications Service Data: Spectrum and any third-party service provider Spectrum uses to provide Unified
Communications Services may use Customer data provided to such service provider in the course of the performance of the Unified
Communications Services, including but not limited to any personal data of Customer’s employees (“UCS Data”), other than content
transmitted by the Unified Communications Services, to (a) communicate with Spectrum or Customer, and (b) administer and/or
perform this Service Agreement, any Service Order, and/or any agreement between Spectrum and such third-party service provider.
Spectrum and such service provider may access or disclose UCS Data and related information, to: (i) satisfy legal requirements,
comply with the law or respond to subpoenas, warrants or court orders, or (ii) act on a good faith belief that such access or disclosure
is necessary to protect the personal safety of Spectrum’s or such service provider’s employees, customers or the public.
Enterprise Long Form v.171213
Page 21
of 26
©2017 Charter Communications. All Rights Reserved.
Attachment C
Fiber Internet Access Service (“FIA Service”)
Fiber Internet Access: If Customer elects to receive the FIA Service, Spectrum shall provide Customer with a dedicated, scalable
connection over a packet-based infrastructure with Internet service provider (“ISP”) peering between Customer’s data network identified
on a Service Order and Spectrum’s facilities.
FIA Service, or features of FIA Service, may not be available in all service areas. Spectrum’s FIA Service is “On-Net” if it is provided by
Spectrum to Service Locations through the Spectrum Network. Spectrum may, in its discretion, provide Customer with “Off-Net” services
to geographic locations that are outside of Spectrum’s service area or are not currently connected to the Spectrum Network through third
party service providers. In addition, certain non-facilities-based services provided by third parties may be offered to Customer by
Spectrum (“Third Party Services”). Third Party Services and Off-Net Services may be subject to additional terms and conditions.
Customer’s use of the FIA Service is subject to the following additional terms and conditions:
1. FIA Service Speeds. Spectrum shall use commercially reasonable efforts to achieve the Internet speed attributable to the bandwidth
for the FIA Service selected by Customer on the Service Order, however, actual speed, also known as throughput rate, may vary.
Many factors affect speed experienced by Customer as outlined in Spectrum’s Network Management Practices.
2. Bandwidth Management. Spectrum shall have the right, but not the obligation, to (a) monitor traffic on its Network; and (b) monitor
Customer’s bandwidth utilization and to limit excessive use of bandwidth (as determined by Spectrum) as Spectrum deems
appropriate to efficiently manage the Spectrum Network. Without limiting the foregoing, if Customer has purchased FIA Service with
bandwidth greater than or equal to 2Gbps, then Customer is responsible for ensuring that no individual flow (i.e. the rate of data
transmission between any two MAC addresses or IP addresses) exceeds 2Gbps. If Customer’s traffic includes flows that exceed
2Gbps, then Spectrum has the right to disconnect the circuit.
3. Acceptable Use Policy. Customer shall comply with the terms of Spectrum’s Acceptable Use Policy (“AUP”) found at
http://enterprise.spectrum.com (or the applicable successor URL) and that policy is incorporated by reference into this Service
Agreement. Customer represents and warrants that Customer has read the AUP and shall be bound by its terms as they may be
amended, revised, replaced, supplemented or otherwise changed from time-to-time by Spectrum with or without notice to Customer.
Spectrum may suspend Service immediately for any violation of the Spectrum AUP.
4. Supplemental Managed Services. This subsection shall only apply if Customer purchases Spectrum’s supplemental “Managed
Services.” The Managed Services may include software, firmware, and hardware components supplied by Spectrum or third parties
and may be subject to additional terms and conditions. Spectrum may update the Desktop Security Service (as described in
Attachment E) from time-to-time based on manufacturer-provided updates. SPECTRUM DOES NOT WARRANT THAT THE
SUPPLEMENTAL MANAGED SERVICES, INCLUDING ANY SECURITY SERVICES, WILL MEET CUSTOMER’S
REQUIREMENTS, ENABLE CUSTOMER TO COMPLY WITH ANY APPLICABLE LAWS, REGULATIONS, OR THIRD PARTY
REQUIREMENTS, PREVENT UNAUTHORIZED ACCESS BY THIRD PARTIES, WILL BE UNINTERRUPTED, SECURE, OR
ERROR FREE. CUSTOMER ACKNOWLEDGES AND AGREES THAT TRANSMISSIONS OVER THE SERVICE MAY NOT BE
SECURE. CUSTOMER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO OR USE OF, WHETHER AUTHORIZED OR
NOT, CUSTOMER’S OR ANY END USER’S EQUIPMENT OR ACCESS TO OR LOSS OF DATA, MATERIAL, OR TRAFFIC
DURING, OR RESULTING FROM, CUSTOMER’S OR ANY END USER’S USE OF THE SERVICE, INCLUDING, WITHOUT
LIMITATION, VIA SENDING OR RECEIVING, UPLOADING OR DOWNLOADING, OR OTHER TRANSMISSION OF SUCH DATA,
MATERIAL, OR TRAFFIC. IN ADDITION, CUSTOMER ACKNOWLEDGES AND AGREES THAT SPECTRUM’S THIRD PARTY
SERVICE PROVIDERS DO NOT MAKE ANY WARRANTIES TO CUSTOMER UNDER THIS SERVICE AGREEMENT, AND
SPECTRUM DOES NOT MAKE ANY WARRANTIES ON BEHALF OF SUCH SERVICE PROVIDERS UNDER THIS SERVICE
AGREEMENT, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF
MERCHANTABILITY, NON-INFRINGEMENT, TITLE, FITNESS FOR A PARTICULAR PURPOSE, SYSTEM INTEGRATION, DATA
ACCURACY OR QUIET ENJOYMENT.
Enterprise Long Form v.171213
Page 22 of 26
©2017 Charter Communications. All Rights Reserved.
Attachment D
Ethernet Service (“Ethernet Service”)
Ethernet Service:
Spectrum will provide Ethernet Services for Customer locations connected over coaxial and/or fiber-optic cable.
Connectivity is established between two or more Customer end-points under a unique customer topology. Spectrum will install the coaxial or
fiber-optic cable into each Customer site as listed in the Service Order(s). Spectrum will also supply an edge or network interface device,
which is Spectrum Equipment, at each site that will be capable of receiving the Service as specified in the Service Order(s).
Spectrum’s Ethernet Services are “On-Net” if they are provided by Spectrum to Service Locations through the Spectrum Network. Spectrum
may, in its discretion, provide Customer with “Off-Net” services to geographic locations that are outside of Spectrum’s service area or are not
currently connected to the Spectrum Network through third party service providers. Off-Net Services may be subject to additional terms and
conditions.
Customer’s use of Ethernet Service is subject to the following additional terms and conditions:
1. Spectrum’s provision of Ethernet Services is subject to availability.
2. Spectrum shall have the right to disconnect (or demand the immediate disconnection of) any Ethernet Service that degrades any
service provided to other subscribers on the Spectrum Network. Spectrum shall have the right, but not the obligation, to (a) monitor
traffic on the Spectrum network, in its sole discretion; and (b) monitor Customer’s bandwidth utilization as Spectrum deems
appropriate to efficiently manage its Network. Without limiting the foregoing, if Customer has purchased Ethernet Services with
bandwidth greater than or equal to 2Gbps, then Customer is responsible for ensuring that no individual flow (i.e. the rate of data
transmission between any two MAC addresses or IP addresses) exceeds 2Gbps. If Customer’s traffic includes flows that exceed
2Gbps, then Spectrum has the right to disconnect the circuit.
3. 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, or that would constitute a criminal
offense, give rise to civil liability or otherwise violate any law.
4. Customer shall permit Spectrum reasonable access to the Service Locations to inspect the Service Locations at periodic intervals
as needed to verify Customer’s compliance with this Service Agreement.
5. Customer’s use of Ethernet Services is presumed by Spectrum to be jurisdictionally interstate, pursuant to the Federal
Communications Commission’s mixed use “10% Rule” (47 C.F. R. 36.154, 4 FCC Rcd. 1352). It is Customer’s sole responsibility
to notify Spectrum if Customer’s use of the Service is not jurisdictionally interstate pursuant to the 10% Rule and, so long as
Customer’s use of the Service remains not jurisdictionally interstate, Customer must certify at least annually that this condition
remains in effect, using the form and format available upon request from Spectrum. If Customer fails to provide such certification
or if the Customer’s certification is inaccurate or invalid, Customer shall be liable for any resulting fees, fines, penalties and/or costs
incurred by Spectrum. In addition, if Spectrum determines that Customer’s use of the Ethernet Services is likely to be deemed not
to be jurisdictionally interstate, and therefore that Spectrum’s provision of the Ethernet Services is likely to put Spectrum or its
licenses, permits or business at risk, or otherwise cause financial, regulatory or operational problems for Spectrum, then Spectrum
may immediately suspend the provision of any or all Ethernet Service under any or all affected Service Orders until such time as
either (a) Customer provides Spectrum with satisfactory assurances that Customer’s use of Ethernet Services shall be deemed to
be jurisdictionally interstate or (b) Customer is otherwise brought into full compliance with any applicable laws and regulations.
Unless prohibited under applicable law, Customer at its own expense, shall indemnify, defend, and hold harmless Indemnified
Parties against any and all third party claims, liabilities, lawsuits, damages, losses, judgments, costs, fees and expenses incurred
by any Indemnified Parties, including reasonable attorney and other professional fees and court costs incurred by Spectrum
Indemnified Parties, to the full extent that such arise from or relate to any fees, fines or penalties incurred by Spectrum as a result
of Customer’s violation of the 10% Rule.
Enterprise Long Form v.171213
Page 23 of 26
©2017 Charter Communications. All Rights Reserved.
Attachment E
Spectrum Business High-Speed Internet Service
(“Internet Service”)
Spectrum Business High-Speed Internet Service
1
: Internet access service implemented using a hybrid fiber/coax (“HFC”) or a fiber access
network. Customer interface to the data network is via Ethernet connection. Internet Service enables a variety of upstream and downstream
rates. If Customer elects to receive Internet Service, Spectrum shall provide connectivity from Customer site(s) to Customer’s data network.
Certain Internet Services, or features of Internet Services, may not be available in all service areas and may change from time to time, in
Spectrum’s sole discretion. In addition, certain non-facilities-based services provided by third parties may be offered to Customer by
Spectrum (“Third-Party Services”). Third Party Services may be subject to additional terms and conditions. Except to the limited extent
described in this Attachment, Spectrum makes no warranties of any kind (express or implied) regarding Third-Party Services and hereby
disclaims any and all warranties pertaining thereto (including implied warranties of title, non-infringement, merchantability, and fitness for a
particular purpose). Spectrum does not have title to and is not the manufacturer of any software or hardware components of any Third-Party
Services nor is Spectrum the supplier of any components of such software or hardware. IN NO EVENT SHALL SPECTRUM BE LIABLE FOR
ANY DAMAGES ARISING FROM THE PERFORMANCE OR NONPERFORMANCE OF ANY THIRD-PARTY SERVICES.
Customer’s use of the Internet Service is subject to the following additional terms and conditions:
1. Minimum Equipment Requirements. Customer shall maintain certain minimum equipment and software to receive the Internet Service
(see www.business.spectrum.com for the current specifications). The minimum configuration standards may change, and Spectrum
will make reasonable efforts to support previously acceptable configurations; however, Spectrum is not obligated to continue to provide
such support. Spectrum may supply Spectrum Equipment such as modems, gateways, routers, or wireless cards, for a fee, to operate
the Internet Service. Spectrum reserves the right to provide service only to users with Spectrum-approved equipment. Customer
acknowledges that such Spectrum Equipment may require updates and/or changes to the software resident in the Spectrum Equipment
and that Customer may be required to perform such updates and/or changes. Customer hereby authorizes Spectrum to perform updates
or changes, on-site or remotely from time to time as Spectrum deems necessary, in Spectrum's sole discretion. Customer will not connect
any equipment, other than equipment authorized by Spectrum, to the Spectrum Network. When Spectrum installs the Internet Service,
Customer will need a network interface card or adapter providing an Ethernet connection. Alternatively, Customer may connect to a
networking device (commonly referred to as a router or gateway).
2. Software. At the time of installation of the Internet Service, Spectrum may provide Customer with common Spectrum or third-party
software (e.g., a browser and plug-ins) to enable and enhance the Internet Service, subject to the license terms and restrictions in the
Spectrum Service Agreement. Customer hereby represents and warrants to Spectrum that Customer owns the operating system
software and associated use/license rights thereto for the computers that are connected to the Spectrum Network.
3. Internet Service Speeds. Spectrum shall use commercially reasonable efforts to achieve the Internet speed attributable to the bandwidth
for the Internet Service selected by Customer, however, actual speed, also known as throughput rate, may vary. Many factors affect
speed experienced by Customer as outlined in Spectrum’s Network Management Practices.
4. Security. Customer shall take commercially reasonable security measures when using the Internet Service and assumes sole
responsibility for use of the Internet Service and for access to and use of Customer Equipment used in connection with the Internet
Service and Spectrum Network.
5. Electronic Addresses; Mailboxes. All non-vanity email addresses, email account names, and IP addresses (“Electronic Addresses”)
provided by Spectrum (and not through Customer’s domain) are the property of Spectrum. Customer may not alter, modify, sell, lease,
assign, encumber or otherwise tamper with the Electronic Addresses.
a. Mailboxes. Spectrum owns any and all mailboxes associated with the Internet Service and may reclaim such mailboxes at any time
for any reason. Spectrum may also limit the number of new email addresses available per account and the number of email
messages that may be sent within a 24-hour time period. Spectrum may lock inactive mailboxes and prohibit the mailbox from
receiving new email messages. Customer acknowledges that upon termination of Internet Service, Spectrum will suspend all
accounts associated with the Internet Service and delete the contents of all mailboxes, if any. Deleted content cannot be recovered.
Email addresses are not permanently retired and become eligible to be reused at Spectrum’s sole discretion.
b. Mail Storage. In no event will Spectrum be responsible for maintaining, and Spectrum will not guarantee storage of, email for any
period of time. Spectrum also reserves the right to enforce email storage limits.
1
Customers that purchased Internet services from Time Warner Cable Business Class, Brighthouse Networks, or Charter before June 11,
2017 may continue to receive the same Internet service plan, features, and supplemental services at the same prices offered as of June 11,
2017 (“Legacy Services”) until such time as Spectrum discontinues the Legacy Services by written notice to such Customers. If Customer
elects to receive Spectrum Business Internet Services available as of June 11, 2017, then Customer will no longer be eligible to receive any
Legacy Services, including, without limitation, any supplemental services or features that may not be available as part of the Spectrum
Business Internet Services. Please contact your Spectrum sales representative for further information.
Enterprise Long Form v.171213
Page 24 of 26
©2017 Charter Communications. All Rights Reserved.
c. Cookies. Customer may access their Spectrum email account at www.spectrumbusiness.net or by using the Customer’s software
application (e.g., Outlook, Outlook Express, and Apple Mail). When accessing email at www.spectrumbusiness.net Customer must
have its Internet browser configured to accept cookies. Spectrum will notify the End User if the browser is not configured to accept
cookies.
6. Changes of Address. Spectrum may change addressing schemes, including email and IP addresses provided by Spectrum.
7. Acceptable Use Policy. Customer shall comply with the terms of Spectrum’s Acceptable Use Policy (“AUP”) found at
www.business.spectrum.com and that policy is incorporated by reference into this Service Agreement. Customer represents and
warrants that Customer has read the AUP and shall be bound by its terms as they may be amended, revised, replaced, supplemented
or otherwise changed from time-to-time by Spectrum with or without notice to Customer. Spectrum may suspend Service immediately
for any violation of the AUP.
8. Spectrum Business WiFi. Spectrum Business WiFi supported by a Spectrum-provided wireless router is a service available to certain
Customers and provides wireless access to the Internet Service within the Service Location ("WiFi Network"), for which Customer may
be charged a fee consistent with Spectrum’s then-current practices. Customer must purchase Spectrum Internet Service in order to
receive Spectrum Business WiFi. The Spectrum-provided WiFi router comes programmed with certain default settings and
configurations for the WiFi Network. Customer may modify the default settings and configurations on the Spectrum-provided WiFi router
although Spectrum recommends maintaining the default configuration and settings. Spectrum does not guarantee the security of the
Spectrum-provided WiFi router and Customer's connection to the Internet Service via the WiFi Network. Customer understands and
agrees that Customer is solely responsible for the security of its WiFi Network and must enable and use encryption in order to access
Spectrum-provided applications. Customer understands that this service is intended to be used by the Customer and its End Users and
that Spectrum accepts no liabilities for any third-party usage.
The Spectrum-provided WiFi router will collect and maintain certain information regarding access to and use of the WiFi Network, which
information shall include but not be limited to device identifiers, device name, device type, applications and protocols, connections, and
traffic flows. Such information will be used by Spectrum to provide the Internet Service and support, as well as for Spectrum’s internal
business analytics regarding the use of the Internet Service. Customer acknowledges and agrees that Spectrum shall have access to
the network name and password associated with the Spectrum-provided WiFi router in order to provide support and diagnostic services.
Spectrum reserves the right to modify the WiFi network name and password for the Spectrum-provided WiFi router in order to safeguard
Internet security, the security and privacy of Customer's information, where required by law, or for other good cause to provide, upgrade,
and maintain the Internet Service, and protect the network, other users of the Internet, or our customers and subscribers. Abusive,
vulgar, offensive, inappropriate or profane WiFi Network names are prohibited and may be modified in Spectrum’s sole discretion.
Customer acknowledges that the Spectrum-provided WiFi router is Spectrum Equipment.
9. Spectrum Business WiFi Hotspot. Spectrum reserves the right to preconfigure the Spectrum-provided WiFi router to distribute a wireless
Internet access point (i.e., a Spectrum Business WiFi Hotspot, a “WiFi Hotspot”) separate from the WiFi Network. Any use of bandwidth
from such wireless access point by third parties will not be considered to be use by the Customer for any purpose. Customer shall have
the right to disable such WiFi Hotspot, and shall not be responsible for the security of the WiFi Hotspot.
a. To be eligible to receive the WiFi Hotspot, Customer must be receiving Spectrum Internet Service. Subject to the foregoing,
Spectrum will, and Customer grants Spectrum permission to, attach, install, maintain, operate, and upgrade WiFi-related equipment,
cables and devices (“WiFi Equipment”) on and within the Service Location. The WiFi Equipment will be operated by Spectrum, at
no cost to Customer, in order to provide the WiFi Hotspot at the Service Location(s). Customer agrees to provide a standard power
source for operation of the WiFi Equipment.
b. Customer’s use of the WiFi Hotspot is subject to the following additional terms and conditions:
i. The WiFi Hotspot made available at Service Location(s) may be accessed by Customer and its End Users through their
Spectrum accounts for no additional charge.
ii. To access the WiFi Hotspot, Customer and its End Users and patrons must have a WiFi-enabled device that meets the technical
specifications for the WiFi Hotspot.
iii. Customer grants Spectrum the right to advertise, market and otherwise promote Customer’s location(s) as a WiFi Hotspot
access point(s), in any and all forms of media now known or hereafter developed, in Spectrum’s sole discretion, and Customer
grants Spectrum a license to use Customer’s names, trademarks and logos in connection with such advertising, marketing and
promotion.
iv. Customer will not be entitled to receive any refunds or credits should the WiFi Hotspot be interrupted or fail, regardless of the
length of time during which the WiFi Hotspot is unavailable.
v. All WiFi Equipment constitutes Spectrum Equipment. Customer may not relocate or disconnect the WiFi Equipment.
10. Hosting. Spectrum will provide to Customer Hosting Service in accordance with the specifications associated with the plan Customer
has selected (the “Hosting Service”).
a. Hosting Software. The Hosting Service will permit access to a variety of resources available from selected third parties, including
developer tools, communication forums and product information (collectively, “Hosting Software”). The Hosting Software, including
Enterprise Long Form v.171213
Page 25 of 26
©2017 Charter Communications. All Rights Reserved.
any updates, enhancements, new features, and/or the addition of any new Web properties, may be subject to and Customer shall
comply with applicable product use rights/end user license agreements between such third parties and Customer. Notwithstanding
anything to the contrary in the Terms of Service, Spectrum (not the manufacturer) shall provide technical support for Hosting Service,
except that version changes of any such software compatibility or suitability with any other Customer provided software shall be
Customer's responsibility. Customer hereby consents to the disclosure to the provider of third-party software, of Customer's name
and any other necessary information for the limited purpose of licensing rights.
b. Content Liability and Use Restrictions. Spectrum exercises no control over the content of the information passing through Customer's
site(s) and it is Customer's sole responsibility to ensure that Customer and Customer's End Users use of the Hosting Service
complies at all times with all applicable laws and regulations and the AUP. Spectrum shall have the right to disclose any and all
available information collected from Customer to law enforcement authorities upon written request by such authorities. Information
that may be disclosed includes IP addresses, account history, and files stored on servers used to provide the Hosting Service. If
Customer engages in any of the following prohibited activities or if Customer’s use of the Hosting Service is causing an adverse
impact on the Spectrum Network, Spectrum shall have the right to suspend or terminate the Hosting Services:
i. Customer shall not use Hosting Service for or in connection with any high risk use or activity such as aircraft or other modes of
human mass transportation, nuclear, or chemical facilities, or Class III medical devices under the Federal Food, Drug, and
Cosmetic Act.
ii. Copying or reproduction of the Hosting Software to any other server or location for further reproduction or redistribution is
expressly prohibited, unless approved in writing by Spectrum.
iii. Hosting of unlicensed software.
iv. Use of software or files that contain computer viruses or files that may harm computers.
v. Any attempt or actual unauthorized access by Customer or through Customer Equipment to any Spectrum website or the website
of any Spectrum customer.
vi. The collection or any attempt to collect personally identifiable information of any person or entity without his, her or its express
written consent. Customer shall maintain records of any such written consent throughout the Term of this Service Agreement
and for three years thereafter.
vii. Any action or inaction which is harmful or potentially harmful to the Spectrum server structure.
viii. Running a banner exchange, free adult thumbnail gallery post and/or free adult image galleries on Customer’s website.
ix. Inclusion of sites with material, links, or resources for hacking, phreaking, viruses, or any type of site that promotes or participates
in willful harm to Internet sites, users or providers.
c. Domain Names. Customer shall be solely responsible for registering for or renewing a desired domain name. Spectrum does not
guarantee that Customer will be able to register or renew a desired domain name.
d. Specification Limitations. Individual websites may not at any time exceed the hosting specifications for the Internet Service. If
Customer's hosting account exceeds the applicable specifications or is adversely impacting Spectrum’s network or server(s),
Spectrum may (i) contact Customer to resolve the issues; or (ii) suspend or terminate the Hosting Service if Customer has exceeded
the then-applicable specifications in any given month .
e. Limitation of Spectrum-provided Services. Certain services are not provided by Spectrum as part of the Hosting Service (e.g.,
Spectrum does not provide nor offer webpage creation, development, design or content services).
f. Impositions on Customer's End Users. Customer is responsible for charging and collecting from its End Users any and all applicable
taxes relating to use of the Customer site hosted by Spectrum. If Customer fails to impose and/or collect any tax from its End Users
then, as between Spectrum and Customer, Customer shall be liable for such uncollected tax and any interest and penalty assessed
thereon with respect to the uncollected tax. Customer shall indemnify and hold the Indemnified Parties harmless for any costs
incurred or taxes or fees paid due to actions taken by the applicable taxing authority to collect any such tax from Spectrum due to
Customer's failure to comply with this Section.
11. Desktop Security Service. Desktop Security Service is made up of software and hardware components. Spectrum is not the
manufacturer or supplier of any software or hardware components of the Desktop Security Service. Spectrum shall update the Desktop
Security Service from time-to-time based on manufacturer-provided updates.
12. Cloud Backup Service.
a. Spectrum is not the manufacturer or supplier of any Cloud Backup Service software components. Customer shall be responsible for
updating Cloud Backup Service from time-to-time based on updates provided by the software manufacturer, and any failure of
Customer to perform such updates shall relieve Spectrum from any responsibility to ensure that Cloud Backup Service remains
operational.
b. Customer understands and acknowledges that (1) it is Customer’s sole responsibility to create and retain the Cloud Backup Service
password that is necessary for access to any data stored via the Cloud Backup Service and (2) Spectrum has no access to and
does not know nor keep any record of the password created by Customer. Failure by Customer to retain Customer’s Cloud Backup
Service password shall result in complete loss of accessibility to data stored via the Cloud Backup Service.
Enterprise Long Form v.171213
Page 26 of 26
©2017 Charter Communications. All Rights Reserved.
Attachment F
Managed WiFi Service (“Managed WiFi Service”)
Managed WiFi Service: If Customer elects to receive Managed WiFi Service, Spectrum will provide a managed WiFi solution with wireless
access points (“WAPs”) deployed at the designated Service Location to enable designated users of the Customer’s choice to wirelessly
access the Internet as more specifically set forth in a Service Order. Managed WiFi Service, or certain features, may not be available in all
service areas and may change from time to time, in Spectrum’s sole discretion.
Customer’s use of the Managed WiFi Service is subject to the following additional terms and conditions:
1. WiFi Equipment. Spectrum will, and Customer grants Spectrum permission to, attach, install, maintain, operate and upgrade WiFi-
related equipment, cables and devices on and within Customer’s premises at the Service Location(s) identified in the applicable
Service Order.
2. Internet Access. Spectrum may provide Managed WiFi Service to locations that use a centralized Internet access configuration
where Spectrum will not be the primary Internet access provider if Customer purchases an Internet access Service for the sole
purpose of providing Spectrum Enterprise out of bandwidth management (“OOB”). This OOB service would only provide connectivity
to the Managed WiFi Service equipment (switches and controllers).
3. Connectivity to Local Area Networks. Configuration of the Managed WiFi Service will be as agreed in the WiFi questionnaire
completed by the Parties. Managed WiFi Service may provide a separate SSID for employee Internet access if specified on the
WiFi questionnaire. A second WLAN will be created on the wireless network with its own VLAN assigned. The aggregation switch
will be configured to hand off an Ethernet Service port to Customer. In this scenario, network functions (DHCP and NAT, for
example) may be handled by Customer’s LAN. Customer will need to train and engage Customer’s staff for all ongoing support
issues. The Managed WiFi Service does not include support for connectivity to any device (printers, laptops, computers, routers,
etc.).
4. Security Limitations. This Service does not include features such as: locked down access for the WAPs, single user name and
logins for each WAP, logging, content filtering or intrusion detection systems. All Spectrum-authorized personnel and vendors will
have access to log into the WAP devices on site. Spectrum is not responsible for security breaches that occur related to any SSIDs.
Spectrum does not monitor the traffic on any SSIDs and Customer has the sole responsibility and obligation to monitor any traffic
transmitted through use of the Managed WiFi Service to protect Customer’s and any user data. Spectrum can provide a non-
broadcast SSID if specified on the WiFi questionnaire.
EXHIBIT A
Scope of Work
Vendor will perform the following work for the City of Chino Hills:
1. Increase the speed of the City’s Fiber Internet circuit to 1 Gbps from 200 Mbps.
2.
Increase the speed of the Grand Avenue Park location Ethernet circuit to 100 Mbps from
10 Mbps.
3.
Preserve the speed of the City Yard location Ethernet circuit at 500 Mbps.
4.
Preserve the existing telephone services and configuration utilized by all City sites.
New and Revised Services and Monthly Charges At 14000 City Center Dr , Chino Hills CA 91709
Monthly
Description Quantity Sales Price Recurring Total Contract Term
13 Static IP
1
$0.00
$0.00
36 Months
5,000 Minutes
1
$0.00
$0.00
36 Months
DID Block 100 Numbers
3
$15.00
$45.00
36 Months
DID Block 20 Numbers
1
$3.00
$3.00
36 Months
Enterprise Trunking 23
1
$345.00
$345.00
36 Months
Fiber Internet 1Gbps
1
$1,530.72
$1,530.72
36 Months
*Total
$1,923.72
*Prices do not include taxes and fees.
New and Revised Services and Monthly Charges At 1301 Grand Ave , Chino Hills CA 91709
Monthly
Description Quantity Sales Price Recurring Total Contract Term
EVPL Interstate 100 Mbps
1
$850.00
$850.00
36 Months
*Total
$850.00
*Prices do not include taxes and fees.
New and Revised Services and Monthly Charges At 15091 La Palma Dr , Chino CA 91710
Monthly
Description Quantity Sales Price Recurring Total Contract Term
EVPL Interstate 500 Mbps
1
$1,360.00
$1,360.00
36 Months
*Total
$1,360.00
*Prices do not include taxes and fees.
EXHIBIT B
Compensation