Order Services

MID-HUDSON CABLEVISIONS, INC. MASTER SERVICE AGREEMENT TERMS AND CONDITIONS These Terms and Conditions (“Terms and Conditions”), and any Service Orders (as described in Section 2 below) together constitute the “Master Service Agreement” by and between the undersigned customer (the “Customer”) and Mid-Hudson Cablevision, Inc., a New York corporation having its principal offices at Catskill, New York (together with the Customer, the “Parties” or each individually a “Party”) for the services specified on the Service Order(s) (“Services”). The attachments to these Terms and Conditions (“Attachments”) further describe the Company’s services and are hereby incorporated by reference. The Attachments may set forth additional terms and conditions for the applicable Service. 1. Services. Subject to the terms and conditions of the Master Service Agreement, the Company shall provide Customer with the Services in accordance with any Service Order entered into by the Parties. Unless otherwise set forth, the Company shall use commercially reasonable efforts to provide the Services seven (7) days a week, twenty four (24) hours a day, excluding scheduled maintenance, required repair and events beyond the Company’s reasonable control. 2. Service Order(s). Customer shall request Services hereunder by issuing to the Company one or more proposed service order(s) (in the form provided or approved by the Company). Upon the Company’s acceptance of a proposed service order(s), such proposed service order(s), shall be deemed a “Service Order” hereunder and shall be deemed incorporated into the Master Agreement. A proposed service order shall be deemed accepted upon the earlier of (a) the Company’s acceptance of such proposed service order in writing; or (b) the Company’s commencement of delivery of the Service(s) set forth in such proposed service order. 3. Service & Equipment Installation. Customer shall obtain and maintain throughout the Term, such consents (including without limitation landlord and land owner consents) as are necessary to timely permit, and shall timely permit, Company personnel to install, deliver, operate and maintain the Services and Company Equipment (as defined in Section 4 below) at Customer’s facilities. Customer shall permit Company reasonable access to the Customer facilities at any time as needed to install, configure, upgrade, maintain or remove the Company Equipment and other Service components located at Customer’s facilities. Provided that Customer properly performs all necessary site preparation and provides Company with all required consents, Company shall use commercially reasonable efforts to install the Service in accordance with the requested Service Start Date indicated on the Service Order. Company shall provide Customer with a completion notice (“Completion Notice”) upon completion of the installation of the Service. In the event that Company is unable to install the Service in accordance with the agreed upon schedule as a result of (i) Customer’s failure to deliver any required materials, support or information to Company; or (ii) Company not being able to obtain access to equipment or software at the installation location as necessary for installation of the Service, then Company may charge for the cost of additional time resulting therefrom and the Company will provide Customer notice of problems arising with the installation process. Interconnection of the Services and Company Equipment with Customer’s equipment will be performed by Customer unless otherwise agreed in writing between the Parties. 4. Support and Maintenance. Company shall use commercially reasonable efforts to maintain the Company-provided and installed equipment, including as applicable, any cabling, cable modems, related splitters, routers or other items, (collectively, “Company Equipment”) on Company’s side of the demarcation points used by Company to provide the Service. Notwithstanding any contrary provision set forth in the Master Service Agreement, equipment and services on Customer’s side of the demarcation points, as well as any other Customer-provided equipment, are the responsibility of Customer. In no event shall Company be responsible for providing support for any network, equipment or software not provided and installed by Company or for issues or problems beyond its control. Notwithstanding anything to the contrary in the foregoing, Company shall use commercially reasonable efforts to restore any network outage on the Company network and shall keep Customer reasonably advised of such restoration progress. Customer agrees to provide routine operational Service support for Company Equipment and Service components located at Customer’s facility, including without limitation by performing reboots, as requested by Company. If Ethernet adapters are provided by Company at the point of installation they are subject to the manufacturer warranty, and become the property of the Customer only after 30 days of service and upon full payment for installation and the first month of service. 5. Customer Obligations. 5.1. 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 the Master Service Agreement. Customer agrees not to resell or redistribute (whether for a fee or otherwise) the Service, or any portion thereof, or make any use of the Service other than for Customer’s internal business purposes, unless otherwise agreed in writing by Company. Customer shall ensure that use of the Service by each Customer employee to whom the Services will be provided, or who shall use the Service (each, an “End User”), shall comply with all applicable laws and regulations and terms of the Master Service Agreement and any applicable Acceptable Use Policy (which are incorporated herein by this reference). “Acceptable Use Policy” means all applicable Service policies, as may be modified from time to time by Company, in its sole discretion. Company may audit Customer’s use of the Service remotely or otherwise, to ensure Customer’s compliance with the Master Service Agreement. 5.2. Customer shall ensure that all Company Equipment at Customer’s facilities remains free and clear of all liens and encumbrances and Customer shall be responsible for loss or damage to the Company Equipment while at Customer’s facilities. As between the Parties, Customer is solely responsible for: (a) all use (whether or not authorized) of the Service by Customer, an End User or any person or entity, which use shall be deemed Customer’s use for purposes of this Agreement; (b) all content that is viewed, stored or transmitted