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HomeMy WebLinkAbout2016-162-E IT - Time Warner Cable for high speed internet for 4700 Hwy 86 DocuSign Envelope ID:46FB6A5F-14C8-47E7-916B-01A68856DE44 TIME WARNER CABLE Account Executive: Kenneth Bearden Phone:(919)6547647 ext: Cell Phone:+1 9192087789 F'ax:(704)945-5779 Email:kenneth,boarden&wcable,com Order 1# 6842541 G ORANGE COUNTY Business Name IT HQ Customer Type: Existing Customer i Federal Tax 1D Tax Exempt Status Tax Exempt Certificate 4 *****0327 i I Billing Address i Attention To: Account Number ff PO BOX 8181 HILLSBOROUGH NC 27278 6047230-01 Billing Contact Billing Contact Phone Billing Contact Email Address I Judith Gamboa 919 245-2281 amboa oran ecouni nc, ov f i f Authorlxed Contact Authorized Contact Phone Authorlxed Contact Email Address + Jim Northrup 919 245-2276 northru oran ocount no, ov l i Technical Contact Technical Contact Phone Tochnlcal Contact Email Address Jason Hendren 919 245-2275 hendren oran ecouni nc, ov i 4 I I Internet and Vldeo Order Information For 4700 No Highway 86 Chapel HIII NC 27514 i Service Type High Speed Internet(HSD) ,age 1 of 3 DocuSign Envelope ID:46FB6A5F-14C8-47E7-916B-01A68856DE44 �e TIME WARNER CABLE BuAness mass FNe sed Services and Monthly Charges At 4700 No Highway 86 ,Chapel Hill NC 27814 Monthly Description Quantity Sales Price Recurrin Total Contract Term I 1 20,00 20,00 36 Months j et 25Mx3M 1 179,99 $179,99 36 Months yl *Total $198.98 *Prices do not include taxes and fees, One Time fees At 4700 No Highway 86 ,Chapel Hill NC 27814 F Description Quantlt Sales Price Total HSD Installation Single Play 1 $200,00 $200,00 Total $200.00 *Prices do not Include taxes and fees, f} I I f { E i I I i I ff I I II t I E age 2 of 3 DocuSign Envelope ID:46FB6A5F-14C8-47E7-916B-01A68856DE44 TIME WARNER CABLE Speclal Terms I� f I C The Time Warner Cable business Class Terms and Conditions entered Into concurrently herewith by the parties shall govern the Services covered by this Service Order, online Terms and Conditions shall not apply, k� f I Dlectronlc signature Disclosure By signing and accepting below you are acknowledging that you have read and agree to the terms and condlllons ou(I(nad in Ihls document, I I E k G DocuSigned by: DocuSigned by: ! .ALObVtjbin In tt l�Awtwtt VS i A tg��are for The Warnner cable Snterprlses l.l.o Customer '�] Mq6. , Vo% Printed Name and TIVe 5a1E5 Printed Nama and Title r --�--- f 2/17/2016 2/22/2016 Date Signed Date Signed I I I I' I age 3 of 3 DocuSign Envelope ID:46FB6A5F-14C8-47E7-916B-01A68856DE44 Time Warner Cable Business Class Terms and Conditions These Terms and Conditions,taken together with the Service Order Time signed by and between TWC and Customer("Service Order")sliall constitute the agreement between TWC and Customer("A g ement"), In consideration of the mutual-promises and agreements made herein and intending to be legally bound,the parties agree as follows; I 1, SERVICE, Subject to the terms and conditions of this Agreement,TWC shall provide Customer with Data Services as more :fully described on Exhibit A,which is incorporated herein(the"Service"), TWC shall trse commercially reasonable efforts to provide the Service 7 days a week,24 hours a day,excluding scheduled maintenance,requiredrepair and events beyond TWC's reasonable control, TWC's provision ofthe Service is subjeetto availability, Customer may request changes to the Service upon the following terms and conditions; I a, Bandwidth; Customer may make changes to the Service level at any service location as described on the Service Order one time per month by providing a minimum of 30 days written notice;provided,however,that Customer shall pay the change fee and maintain a minimum net monthly recurring charge of$10,265,00with respect to all service locations, b, Service Location Change;If Customer requires a Sorvice to be transferredfrom any existing service locationto a new service location,or requires the demarcation point to be moved within the existing service location,then(I) �. Customer will pay a non-recurring charge equal to TWC's equipment, engineering, and constructions costs as determined by TWC;(ii)the monthlyrecurring charge must be at least equalto or greaterthan the monthlyrecurfing ! charge for the original service location,and(Iii)the Term ofthis Agreement will remain unchanged with respeot to the new service location, c. Addition of Service Loeatlotrst TWC acknowledges that during the Initial Term ofthis Agreement Customer may open now service locations, TWC will accommodate such changes so long as (i) each now service location is provisioned at a nrinhnum of 10Mbps ofservice at a minimum of$462,00 in netnew monthlyr'ecurrtng charges,and (11) Customer pays a nonrecurring charge equal to TWC's equipment, engineering, and construction costs as determined by TWC to provide service to a new service location, The Term of this Agreement will remain unchanged with respect to the now service loeatlen(s), 2, INSTALLATION, Customer shall obtain and maintain through out the Term(as defined in Section S below)such consents 1 (Including without limitation landlord and land owner consents)as are necessary to timely permit,and shall thnelypermit,TWC personnel to install, deliver, operate and maintain the Service and Equipment as contemplated herein at Customor's facilities, Customer shall permit TWC to access the Customer facilities during Customer's normal business hours,except in the event of emergency or a Service problem in which Customermay access the facilities outside ofnormal business hours upon as muchnotico as is practicable under the circumstances as needed to Install,configure,upgrade,maintain or remove the Equipment and other f service components collocated at Customer's facilities, Customer shall make and maintain throughout the Torm all site I preparations necessary to permit the installation,maintenance,and operation of the Service and anyEquipmont(as defined below) as specified by TWC, Provided that Customer praperly performs all necessary site preparation and provides TWC with all + required consents,TWC shall use eou=orclally reasonable efforts to install the Service in accordance with a mutually agreed upon schedule, TWC shallprovide Customer with a completion notice("CompletionNotico")upon completion of the installation ofthe Service, The Completion Notice will detail the successful ping of each customer prenriso device ("TWC Testing"), Upon submission of the Completion Notice by TWC to Customer,TWC willinvoice Customer,and Customer shall incur its applicable payment obligations, in accordance with Section 6 of this Agreement, Interconnection of the Service and Equipment with Customer's equipment will be,performed by Customer, If additional testing, other than the TWC Testing,is required, TWC reserves the rightto document and incorporate a change order,if appropriate,but TWC will not delay invoicing,and Customer's payment obligation shall not be delayed, 3, SUPPORT&MAINTENANCE. TWC shall use commercially reasonable efforts to maintain the TWC provided and � installed cabling,routers and other TWC-installed equipment,if any,(collectively,the`Equipmol ')usedby TWCto provide the j Service. TWC shaliprovide a telephone number and email address for inquiries and remote problem support for the Service, All such Customer support shall be provided to Customer's help deslcl?0=1111e1 only, Customer's responsible for Interfacing with its employees and end users. In no event shall TWC be responsible for providing such support for any network, equipment or software notprovided and installed by TWC under this Agreement or forissuos or problems beyond its direct control, Customer agrees to provide routine operational Service support for Equipment and service components collocated at Customer's facility, including without limitation by performing reboots,as requested by TWC, 4. CUSTOMER OBLIGATIONS, Customer's use of the Service (including all content transmitted via the Service)shall comply with all applicable.laws and regulations and the terms of this Agreement and any Terms of Use(which are incorporated heroin by this reference and made part of this Agreement for all purposes), Customer agrees not to resell or make any use of the TWC BUSINESS CLASS PROPRIETARY&CONFIDENTIAL 1 DocuSign Envelope ID:46FB6A5F-14C8-47E7-916B-01A68856DE44 Service other than for Customer's internal business purposes. Customer agrees to use the Service solely for transmitting data in IP form, Customer shall maintavi the Equipment free and clear of all liens and encumbrances and shall be responsible for loss or damage to the Equipment while at Customer's facilities, As between the parties, Customer is solely responsible for(a)all use (whether or not authorized)of Service,which use shall be deemed Customer's use farpurposes of this Agreement,and(b)all content that is stored or transmitted via the Service, Customer shall not upload,post,transmit or otheiwise malce available on or via the Service any material(including any message or series of messages)that violates or infringes in anyway upon the rights of others,that is unlawful,threatening,abusive,obstructive,harassing,libelous,invasive of privacy or publicity rights,that in the circumstances would be obscene or indecent,that constitutes hate speech,that is otherwise offensive or objectionable, or that encourages conduct that would constitute a criminal offense,give rise to civil liability or otherwise violate any law or regulation, TWC may demand that Customer remove within two(2)business days content that in its judgment violates these standards, If Customer does not remove such content within two(2)business days,then TWC mayremove it withoutfurthernotice, Customer agrees to conform its equipment and software to TWC's than-current network specifications and system requirements for the ! Service, S. TERM, The Agreement shall be In effect commencing on the date signed by both parties on the Cover Sheet(the`Effective Date")and continuingtlrough the Initial Term of Service set forth on the Cover Sheet,anduuless terminated earlier in accordance f with this Agreement,shall thereafter automatically renew on a month-to•month basis unless either party notifies the other party at 1 least thirty(30)days prior to the expiration of-the then-current term of such party's intent not to renew(the Initial Term and any renewal term collectively referred to as the"Term"). As of the date the Cover Sheet is signed by Customer,Customer is doomed-to have ordered the Services and approved of TWC's initiation of the installation and constructionprocess, Customer's termination (� rights thereafter shall be as set forth in Section 9 below, 6, PAYMENT, Customer agrees to pay TWC the one-thne Service installation fee and monthly recurring Service fees (collectively the"Service Charges") set forth on the Cover Sheet in accordance with the following payment terms; Service Charges will be billedto Customer monthly in advance,in accordance with TWC's regularbilling schedule and are payable within thirty(3 0)days after the date of invoice. TWC shall have the right to increase Service Charges after'the Initial Tomi(i,o,,during the month-tomonth renewal outlined in Section 5)upon thirty(3 0)days advance written notice to Customer;and provided that Customer shall have the right,after the Initial Term,to terminate at anytime upon fifteen(15)days written notice to TWC, TWC may charge a late fee for all overdue amounts, The late fee will be,the lesser of 1.1/2%or the highest rate cbargeable by law, In addition to the foregoing,and all other available remedies,TWC may discontinue Customer's access to the Service in whole or In part,until such overdue amounts,together with interest,are paid, If Customer fails to pay Service Charges in a timely manner, TWC may require a security deposit,letter of credit,advance payment for Service or other reasonable assurances ofpayment from f Customer, In the event use,sales or other taxes or government charges are applicable,Customer shall be responsible for all use,sales and other taxes and governmental charges applicable to the Service(which taxes and charges are not included in the Service Charges), except for taxes payable on TWC's not Income, Customer shall pay all federal,state and local foxes,fees,charges,surcharges or j similar exactions imposed on the Services that are the subject ofthi's Agreement including but not limited to state and local sales I and-we taxes,telecommunications taxes,federal and state universal service fundfees and state and local regulatory fees to the f extent applicable, Further,TWC shall have the right to recover from Customer the amount of any state or local fees or taxes imposed directly on TWC,TWC's services,or tax or fees measured on TWC's receipts,in the form of it surcharge included on Customer's invoice,TWC shall be responsible for and shall pay-all taxes measured by TWC's net income,To the extent that a dispute arises as to which-party is liable for taxes under this Agreement,Customer shall bear the burden ofproof in showing that thetaxishnposeduponTWC'snetineome, This burden maybe satisfied byCustomcrproducingwritten dooumentationfromthe jurisdiction imposing the tax indicating that the taxis based on TWC's net income,Customer shall be responsible for providing TWC any and all documentation substantiating a claim for exemption from taxes or fees prior to the date that services are first provided under this agreement,To the extent such documentation is held invalid for any reason,Customer agrees to reimburse TWC for any tax liability including related interest and penalties arising from such invalid documentation, 7, PROPRIETARY RIGHTS AND CONVIDENTIA.LITY, (a) TWC'sProprlotat'y Rights, All materials,including,but not limited to, any Equipment(including related frinware), software, data or information developed or provided by TWC, any identifiers or passwords used to access the Service or otherwise provided by TWC, and any know-how, methodologies or processes including,but not limited to, all copyrights,trademarks,patents,trade secrets,any other proprietary rights inherent i therein and appurtenant thereto,used by TWC to provide the Service(collectively"TWC Materials")shall remain the sole and I exclusive property of TWC or its suppliers, Customer shall acquire no interest in the TWC Materials by virtue ofthe payments provided for herein, Customer may use the TWC Materials solely for Customer's use of the Service, Customer may not reproduce,modify or distribute the TWC Materlals,or use them for the benefit of any third party except as required by the public record laws of the State of North Carolina, All rights in the TWC Materials not expressly granted to Customer are reserved to TWC,Customer will not open,alter,misuse,tamper with or remove the Equipment as and where installed by TWC,and will not TWC BUSINESS CLASS PROPRIETARY&CONFIDENTIAL 2 DocuSign Envelope ID:46FB6A5F-14C8-47E7-916B-01A68856DE44 remove any markings or labels from the Equipment indicating TWC (or its suppliers) ownership or serial numbers, (b) Confidentiality, Except to the extent disclosure is required by the public records laws of the State of North Carolina;(i)Customer agrees to maintain In confidence,andnot to disclose to third parties or use,except for such use as is expresslypermittedheroin,the TWC Materials and any other information and materials provided by TWC in connection with this Agreement that are identified or marked as confidential or are otherwise reasonably understood to be confidential("Confidential Information"),and(ii)Customer shall malce no press release,public announcement or other public statements regarding this Agreement without TWC's prior written consent, Notwithstanding the foregoing,Customer agrees to notify TWC prior to disclosing any TWC Materials and/or, Confidential Information,whether pursuant to a public records request or otherwise,In order to permit TWC to assess whether any exceptions apply that may permit TWC to withhold any requested TWC Materials or Confidential Information iiom disclosure, (c)So ara, If software Is provided to Customer hereunder,TWC grants Customer a limited,non-exclusive andnon-transferable license to use such software,in object code form only,solely for the purpose ofusingthe Service for Customer's internal business purposes duringtho Term, r 8, MONITORING AND MODIFICATIONS. TWC shall have the right,but not the obligation,to monitortraffic and content on its network,in its sole discretion, including through the use of automatic content filters(including without limitation spam, virus,and adult language sniffers and filters). TWC shall have the right,but not the obligation,to upgrade,modify and enhance the Equipment(includingrolated firmware)and the Service and take any action that TWC deems appropriate to protect the Service C and its facilities, 9, TEG MINA,TION, ff a, Either party may tertnhiate this Agreement upon thirty(30)days wllttennotice of the otlrorparty's material breach, provided that such material breach is not cured within such thh•ty(30) day period, TWC may terminate this ` Agreement in the event that TWC is unable to fulfill any obligation under this Agreement due to Customer's(or a Customer Employee's or Customer's branch office's)failure,or tine failure of any owner or landlord controlling access or rights in or to the property in question,to allow TWC access to space,equipment or•software at any time daring the Term of this Agreement(referred to herein as an"Access Restriction"), Jh addition,in the event that f Customer fails to comply with any laws or regulations applicable to the use of tho Sorvice, the terms of this Agreement,or the Terms of Use,TWC may suspend or discontinue Customer's Service in whole or inpart upon ten (10)days advance notice;provided,however,that if Customer demonstrates that it is diligently pursuing a cure for such failure within thirty(30)days,then TWC willnot suspend or discontinue Customer's Service, ifCustomerhas not cured such failure within thirty(30)days,then TWC may suspend or discontinue Customer's Service without further notice, In the event of a suspension,TWC may require a reconnect charge to restart the suspended Service, b, Upon the termination or expiration of this Agreement:(a)TWC's obligations hereunder shall cease;(b)Customer Promptly shall pay all amounts duo and owing to TWC for Service delivered prior to the date of termination or expiration,if any;(c)Customer promptly shall cease all use of any softwar e provided by TWC hereunder,and shall roturn such software to TWC; and(d) Customer shall return to TWC or permit TWC to remove,in TWC's sole discretion,the Equipmontin the same condition as whenreceived,ordinary wear and tear excepted; Customer shall k -or repair of replacement,at TWC's cornnrereiallyreasonable discretion,of be responsible for reimbursing TWC any Equipment not returned hi accordance with this section, c, Notwithstanding anythingto the confraryherein,upon early torinination of this Agreement byCustomor,orby TWC for Customer's breach, Customer shall promptly pay TWC,in TWC's discretion, a termination fee equal to the Service Charges that would have been due forhhe remainder ofthe Initial Term or the then-current renewal term,as applicable, For the avoidance of doubt,by signing the Cover Sheet,Customer is committingto procure the Services for the full Initial Term, unless Customer terminates this Agreement early pursuant to the first sentence of this Section 9 as a remit of TWC's rnaterfaluncuredbr•each, Outside of-that situation,if Customer,declines to receive or accept the Services, Customer will still be billed for such Services and shall still be obligated to pay for such Services, The parties agree that the remodios set forth herein for early termination are intended to establish liquidated damages intho event of such early termination,since damages in such an event are difficult or•impossible to ascertain,and these remedies are not intended as a penalty, The foregoing shall be in addition to any otherrights I and remedies that TWC may have under this Agreement or at law or equity relating to Customer's material breach, I d, Customer intends to fulfill this Agreement for the entire Term if funds are legally available to pay the Service Charges;provided,however,that Customer may-terminate the Agreement,without a termination fee or penalty,if :funds sufficient to pay the Customer's obligations under the Agreement are not appropriated, At least thirty(30) days prior to the end of the then-current fiscal year,Customer shall certify in writing that(f)hinds have not been appropriated for the next fiscal period and(ii)such non-appropriation did not result from any act or failure by Customer, TWC BUSINESS CLASS PROPRIETARY&CONFIDENTIAL 3 DocuSign Envelope ID:46FB6A5F-14C8-47E7-916B-01A68856DE44 10, INDEMNIFICATION. To the extent permitted by applicable law and Customer's insurance policies,Customer agrees to defend,indemnify and hold harmless TWC,its affiliates,its service providers and suppliers and theirrespective officers,directors, employees and agents,from and against all claims,liabilities,damages and expenses,including attorneys'and other professionals' fees,arising out of or relating to(!)the use of the Service,including but not limited to a breach of Section 4herein;or(if)personal injury or property damage caused by the gross negligence or willful misconduct of Customer or its employees or agents, TWC agrees to defend,indemnify and hold harmless Customer,its employees,officers and agents fromand against all claims,liabilities, damages and expenses,including attorneys'and other professionals'fees,arising out of orrelating to personal Injury or property damage caused by the gross negligence or willful misconduct of TWC or its employees or agents, 11, DISCLAIMER OF WARRANTY, CUSTOMERASSUMES TOTAL RESPONSIBI,ITYFORUSE OF THE SERVICE AND THE INTERNET AND ACCESSES THE SAME AT ITS OWNRISK, TWC EXERCISES NO CONTROL OVER AND HAS NO RESPONSIBILITY WHATSOEVER FOR THE CONTENT TRANSMITTED ORACCESSIBLE THROUGH THE j SERVICE OR THE INTERNET OR ACTIONS TAKEN ON THE INTERNET AND TWC EXPRESSLY DISCLAIMS ANY # RESPONSIBILITY FOR SUCH CONTENT OR ACTIONS, EXCEPT AS SPECIFICALLY SET FORTH HEREIN, THE SERVICE AND RELATED EQUIPMENT AND/OR OTHERMATERIALS USED IN CONNECTION WITH THE SERVICE, IF ANY,ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND,EITHEREXPRESS OR IMPLIED,INCLUDING-BUT NOT LIMITED TO WARRANTIES OF TITLE,NONINFRINGEMENT,SYSTEM INTEGRATION,DATA ACCURACY, QUIET ENJOYMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, NO ADVICE OR INFORMATION GIVEN BY TWC,ITS AFFILIATES OR ITS CONTRACTORS OR THEIR RESPECTIVE EMPLOYEES SHALL CREATE ANY WARRANTY, TWC DOES NOT REPRESENT OR WARRANT THAT THE SERVICE WILL MEET CUSTOMER'S REQUIREMENTS, WILL PREVENT UNAUTHORIZED ACCESS BY T141RD PARTIES, WILL BE UNINTERRUPTED,SECURE OR ERRORFREE OR THAT ANY MINIMUM TRANSMISSION SPEED IS GUARANTEED AT ANY TIME, IN ADDITION,CUSTOMER ACKNOWLEDGES AND AGREES THAT TRANSMISSIONS OVER THE INTERNET MAYNOT BE SECURE, CUSTOMERFURTHERACKNOWLEDGES AND AGREES THAT ANY MATERIAL AND/OR DATAUPLOADED,DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF TEE SERVICE IS DONE AT CUSTOMER'S OWN DISCRETION AND RISK AND THAT CUSTOMER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO CUSTOMER'S COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE UPLOADING,DOWNLOADING OR OTHER TRANSMISSION OF SUCH MATERIALS AND/ORDATA, IN ADDITION, CUSTOMER ACKNOWLEDGES AND AGREES THAT TWC'S THIRD PARTY SERVICE PROVIDERS DO NOT MAKE ANY WARRANTIES TO CUSTOMER-UNDER THIS AGREEMENT,AND TWC DOES NOT MADE ANY WARRANTIES ON BEHALF OF SUCH SERVICE PROVIDERS UNDER THIS AGREEMENT,EXPRESS ORIMPLIED,INCLUDING,BUT NOT LIMITED TO,THE IMPLIED WARRANTIES OF MERCHANTABILITY,FITNESS FOR APARTICULAR PURPOSE, NON-INFRINGEMENT,SYSTEM INTEGRATION,DATA ACCURACY OR QUIET ENJOYMENT, 12, LIMITATION OF LIABILITY, IN NO EVENT SHALL TWC BE LIABLE TO CUSTOMER OR TO ANY THIRD r PARTY FORANY INCIDENTAL,INDIRECT,CONSEQUENTIAL,SPECIAL ORPUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF WHETHER TWC HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, THE AGGREGATE LIABILITY OF TWC TO CUSTOMERFORANY REASONAND ALL CAUSES OF ACTION ARISING OUT OF ORRELATING TO THIS AGREEMENT(INCLUDING,BUT NOT LIMITED TO,CONTRACT,TORT(INCLUDING NEGLIGENCE)AND STRICT PRODUCT LIABILITY)SHALL BE LIMITED TO THE FEES PAID BY CUSTOMERUNDERTHIS AGREEMENT IN THE TWELVE(12)MONTHS PRECEDING THE DATE THE CLAIM ARISES, IN NO EVENT SHALL TWC'S AFFILIATES, THIRD PARTY SERVICE PROVIDERS OR SUPPLIERS HAVE ANY LIABILITY TO CUSTOMER HEREUNDER, THIS SECTION 12 SHALL APPLY TO THE EXTENT ALLOWABLE UNDER NORTH CAROLINA LAW, 13, NOTIFICATIONS, Customer's privacy interests,including Customer's abilityto limit disclosure of certain information to third parties,are addressed by,among other laws,the Federal Cable Communications Act(the"Cable Act")and the Electronic Communications Privacy Act, Personally identifiable Information that may be collected,used or disclosed in accordance with applicable laws is described in the Subscriber Privacy Notice provided by TWC in writing,which Is incorporated herein by reference, Customer acknowledges receipt of the Subscriber Privacy Notice, In addition to the foregoing, Customer hereby acknowledges and agrees that TWC may disclose Customer's and its employees'personally identifiable information as required by law or regulation or by the American Registry for InternetNumbers("AKIN")or any similar agency, In addition to actions and disclosures specifically authorized by law or statrite or authorized elsewhere in this Agreement,TWC shall have therlght(except where prohibited by lawnotwithstanding Customer's consent),butnotthe obligation,to disclose any information;(1)to protectits rights,property and/or operations,(ii)in response to a subpoena,court order or govenunentrequest,or(III)where circumstances suggest that individual or public safety is in peril, Customer hereby consents to such actions or disclosures, 14, FORCE MAJEURK TWC shall have no liability to Customer hereunder due to circumstances beyond its control, including,but not limited to,acts of God,terrorism,flood,fiber cuts,acts or omissions ofother carriers,natural disaster,regulation TWC BUSINESS CLASS PROPRIETARY&CONFIDENTIAL 4 DocuSign Envelope ID:46FB6A5F-14C8-47E7-916B-01A68856DE44 or governmental acts,fire,civil disturbance, strike,weather,any unauthorized access to or destruction or modification of the Service,ii whole or input,any failuro ofheat,air conditioning,or power supply,or actor failure to act of Customer or anytbird party using the Service, 15, REGULATORY AND LEGAL CHANGES,POLL ATTACHMENT AND CONDUIT CHARGES,TARWF8, In the event of any change in applicable law,regulation,decision,rule or order,including without limitation any increase in universal service fees or other government imposed charges,that increases the costs or other terms of delivery of Service to Customer,or,in the event of any increase in pole attachment or conduit charges applicable to any facilities used in providing fie Service,Customer acknowledges and agrees that TWC may pass through to Customer any such increased costs,but only to the extent of the actual increase,provided TWC notifies Customer at least thinly(30)days in advance of the increase, In such case,and if such increase materially increases the fees clue by Customer hereunder for the applicable Service,Customermay,within thirty(30)days after notification of such increase, terminate the affected Service without incurring termination liability,provided Customer notifies TWC atleastfifteen(15)days it advance of the Customer's requested termination date,Further,in the event that TWC is required I to file tariffs or rate schedules with a regulatory agency or otherwise publish rates in accordance with regulatory agency rules or policies respecting the delivery of the Service or any portion thereof,and under applicable law,TWC is required to apply those j rates to Customer's purchase of Service under this Agreement,thenthe terms setforth in the applicable tariff orrate schedule shall f govern TWC's delivery of,and Customer's consumption or use of,the Service, Customer may terminate upon thirty(30)days j written notlee to TWC and without liability any Service Order a ffected by such tariff if such tariff materially increases the fees due by Customer thereunder, In addition,if TWC determines that offering or providing the Service,or any part thereof,has become impracticable for legal or regulatory reasons or circumstances,then TWC may terminate this Agreement as to any or all of the Service,and may terminate any affected Service Orders,without liability by giving Customer thirty(3 0)days prior written notice (ninety(90)days if during the Initial Term) or any such shorter notice as is required by law or regulation applicable to such determination, 16, ENTWWAGRLEMENT, This Agreement,includingwlthoutlimitationtheCoverShootandall termsthatareIncorporated herein by this reference,sets forth the entire agreement between the parties with respect to the subjectmatter hereof and supersedes allprovious written or oral agreements or representations between the parties with respect hereto. In the event that TWC permits a Customer to use its own standard purchase order form to order the Service,the parties hereby acknowledge and agree that the i terms and conditions hereof shall provail notwithstanding any variance with the terms and conditions of any purchase order f submitted'by Customer,and any difforent or additional terms contained in such purchase order shall have no fordo or effect, 17 MISCELLANEOUS, This Agreement shall be governed and construed in accordance with the laws of the State of North Carolina, excluding its conflicts of law principles, In the event that any portion of this Agreement is held to be invalid or unenforceable,the invalid or unenforceable portion shall be construed in accordance with applicable law as nearly as possible to reflect the original intentions of the parties sot forth herein,and the remainder of this Agreement shall remain in full force and j effect, No waiver of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent broach or default. Customer may not assign this Agreement without(lie prior written consent of TWC,and any assignment in violation of this Section shall be null and void, TWC may assign its rights and obligations under this Agreement,including without limitation, in whole or impart,to any Time Warner Cable Inc,affiliated party without the prior written approval of or notice to Customer. All claims under this Agreement mustbe Initiated not later than two years after the claim arose, There are no third party beneficiaries to this Agreement, Customor understands and agrees that,regardless of any such assignment,the rights and obligations of TWC herein may accrue to,or be fulfilled by,any TWC affiliate,including without limitation Road Runner IloldCo LLC,as well as by TWC and/or its subcontractors, The parties to this Agreement are independent contractors, Any notice under this Agreement shall be given in writing and shall be doomed to have been given when actually receivedby the other party. Notices shall be delivered to Customer and TWC Who respective addresses setforth above,or to such other address as is provided by one party to the other in-writing, The provisions of Sections 6,7,9,1 0,11,12 and 17 shall survive the termination or expiration ofthis Agreement, No modification of any provision of this Agreement shall be valid unless set forth in a written instrument signed by both parties, This Agreement may be executed in counterparts,each of which shall be deemed an original and all of which together shall constitute one and the samo instrument, Notwithstanding anything herein to the contrary,any party to this Agreement(and each employee, representative,or other agent of such party)may disclose to any and all persons,without limitation of any kind,the tax treatment and tax structure ofthe transaction and all materials of any kind(hicluding opinions and other tax analyses)that are provided to the party relating to such tax treatment and tax structure, i TWC BUSINESS CLASS PROPRIETARY&CONFIDENTIAL S DocuSign Envelope ID:46FB6A5F-14C8-47E7-916B-01A68856DE44 CUST guSigned by: TWO DocuSigned by: By; b6VGVut*t, RA. mt yV By; �bu to �, �LbbVt Name; c3i' �Ov avknlFrS�E�/ Name; °�091�$�z48D®mac Title; C�"\i Title; ��n, MqC. - (!�6V, aeI8 Fd. &JES Date; 212212016 Date; 2/14/201Y Approved as to technical content; DocuSigned by: )I'm Nbyf 2/17/2016 r Approved as to form and legal suftxciency; FocuSignepd by: ,�A.iMt,S 2/21/2016 f This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act; DocuSigned by: �oss.�,ja,osz 2/21/2016 i i I i i f . k f 3 i E TWC BUSINESS CLASS PROPRMI TARY&CONFIDENTIAL 6 DocuSign Envelope ID:46FB6A5F-14C8-47E7-916B-01A68856DE44 EX- IT A Business Internet Access,Dedicated Internet Access,and Burstable Dedicated Internet Access (collectively,"Data Services") Business IiiternetAccess("BIA,Service");BIA Is Internet access service implemented using a hybrid fiber/coax("f WC")access network.The Customer interface to a cable modem is via Ethernet connection,By taldng advantage ofDOCSIS Class of Service ("CoS")capabilities,BIA data traffic can be prioritized overresidential Internet traffic,but COS cannot be guaranteed beyond the TWC network(i,e,, across other Internet service provider backbones), BIA enables a variety of asymmetrical upstream and downstream rates,If Customer selects to receive the BIA Service,TWC shall provide connectivity fi-om the number of Customer j sites set forth in a Service Order to the Customer's data network,Customer shall be pormitteclto connect auynumber of computers ! within Customer's identified sites to the BIA Service,provided that use does not exceed the standard bandwidth provided by TWC, Customer shall also have the option of selecting to receive the BIA Service as part of the Teleworker Service(as defined below)to provide Internet connectivity at the residential location of tine lhnited number of End Users of Customer set forth on a Service Order,If Customer selects to receive the BIA Service as part of the Teloworker Service,Customer represents and warrants that J Customer has obtained all legally required consents and Other permissions fi-onn End Users receivingthe BIA Service to enable TWC to reportusage,billhng and other identifying information regarding each suchEnd User directly to both Customer and to the applicable End User, { I Tine "Teleworker Service"provides Internet cemneotivity to a Customer's employee's cornputer(s) located at the employee's residential location(each a "RC") via a cable modem installed by TWC in the employee's RC, Customer shall Identify on a Service Order each Customer employee on whose behalf Customer is ordering the Teleworker Service,Each RC connection may be used by one Customer employee solely for Customer's Internal business purposes, f Dedicated InternetAccoss("DIA Service");If Customer selects to receive the DIA Service,TWC shall provide Customer with a f dedicated, scalable connection over a packet-based infeastructure with Internet service provider ('ISP") peering between Customer's data network identified on a Service Order and the TWC facility identified on a Service Order, Burstable Dedicated InternetAccess("Burstable DIA Service");If Customer selects to receive the Burstable DIA Service,TWC shall provide Customer with a dedicated,burstable,scalable connection over a packet based hnfiastructure,with a committed { minimum speed("Committed Information Rate"or"CIR")and the ability to burst to maximum available physical port speed, i between Customer's data notworlc identified on a Service Order and tine TWC facility identified on a Service Order, Customer's use of the Data Services is subject to the following additional terms and conditions; • TWC's provision of any Data Service is subj ect to availability, • TWC shall allow Customer employees to use(however in no event shall TWC be responsible for)a Virtual Private 1 Network C"VPN")and to allow the VPN to pass through the cable modem of any Data Service,as applicablo,provided that TWC shall have the right to disoonnect(or demand the immediate disconnection ot)any such Data Service that degrades any service provided to othor subscribers on the TWC network, Customer shallnot upload,post,transmit or otherwise make available on or via the Data Service any material(including any message or series of messages)that violates or hnflinges iri any way upon the rights of others,that is unlawful, f threatening,abusive,obstructive,harassing,libelous,Invasive of privacy or publicity rights,that in the circumstances ` would be obscene or indecent, that constitutes hate speech, that is otherwise offensive or objectionable, or that encourages conductthatwould constitute a criminal offense,glvorise to Oivll liability or otherwise violatoany law,TWC may remove content that in its judgment violates these standards, © TWC sballhave thoright,but not the obligation,to;(a)monitor traffic and content on its notworlc,in its sole discretion, l Including through the use of automatic content filters (including without limitation span, virus, and adult language sniffers and filters); and (b) monitor Customer's bandwidth utilization and to limit excessive use of bandwidth(as determined by TWC)as TWC deems appropriate to of lUiently manage Its notworlc,In the event that any TWC audit reveals that Customer's usage ofaData Service exceeds Customer's rights under the Master Agreement,Customer shall pay TWC an amount equal to one and a half tithes the Service Charges that would have been due for such excessive usage as liquidated damages and not as a penalty.In addition,Customer shall either discontinue any excess usage or thereafter continue to pay the applicable Service Charges for such additional usage,In addition,TWC shall have the j right,butnotthe obligation,to;(i)reviewpubllc content associatedwiththeData Services,includingobatrooms,bulletin boards and forums, in order to determnee compliance with the Master Agreement and any rules now or hereafter established by TWC; and (ii) remove (or demand the removal o� any such content that TWC determines to be j unacceptable or to violate the terms of the Master Agreement or any bandwidth utilization limitations, TWC BUSINI';SS CLASS PROPRIETARY&CONFIDENTIAL 7 DocuSign Envelope ID:46FB6A5F-14C8-47E7-916B-01A68856DE44 o Each tier or level of Data Services has limits on the maximum throughputrate,at which Customer may send and receive data at any time and the maximum throughput rate may be achieved in bursts,but generally shall not be sustained on a f consistent basis, The_throughput rate experienced by Customer at any time shall vary based on numerous factors, including without limitation,the condition of Customer's inside wiring, camputer configurations,Internet and TWC network congestion,time of day and the accessed website servers,among other factors, . f I i j I t t h f E{� i I t 1 S C I I f i i I I i j 11 i TWC BUSINESS CLASS PROPRIETARY&CONFIDENTIAL 8