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 via the Service; and (c) all third party charges incurred for merchandise and services accessed via the Service, if any. Customer agrees to conform its equipment and software, and to ensure that each End User conforms its equipment and software, to the technical specifications for the Service provided by Company. 6. Term. The Master Service Agreement shall commence on the date of the last signature on the Master Service Agreement (the “Effective Date”) and shall remain in effect for the term specified in the Master Service Agreement, or if no term is specified, until the expiration or termination of all Service Orders (the “Term”). The term for the applicable Service shall be set forth in the Service Order (“Initial Order Term”) and shall remain in effect until expiration as set forth in the Service Order. Unless otherwise specified in the Master Service Agreement, if the Customer continues to receive Services after the expiration of the Initial Order Term, the Services shall renew on a month to month basis on the same terms and conditions (“Renewal Order Term”, collectively with the Initial Order Term, “Order Term”), provided that the fees for the Renewal Order Term shall be as set forth in Section 7. 7. Payment. 7.1. Initial Order Term. For each Service, Customer agrees to pay Company during the Initial Order Term all recurring and non-recurring charges, fees and taxes, including without limitation the Discounted Installation Fee and the Discounted Monthly Fee (each as set forth on the Service Order), and such other activation charges, measured and usage-based charges, local, long distance, directory assistance and operator services calling charges, and equipment and facilities charges) (collectively the “Service Charges”) as set forth on the Service Order in accordance with the following payment terms: One half of the Discounted Installation Fee (as defined in the Service Order) shall be due upon acceptance of the Service Order by the Company and the remaining half of the Discounted Installation Fee shall be due within thirty (30) days of the issuance of the Completion Notice, thereafter, Service Charges will be billed to Customer on a monthly basis, and are payable within thirty (30) days after the date appearing on the invoice. Customer’s Discounted Installation Fee and Discounted Monthly Fee are subject to Customer’s compliance with the Master Service Agreement; in the event of early termination, standard rates shall apply pursuant to Section 11. 7.2. Renewal Term. Customer agrees to pay Company, during the Renewal Order Term, all recurring and non-recurring charges, fees and taxes, including without limitation the Standard Monthly Fee (as defined in the Service Order), without discount, which Standard Monthly Fee shall be increased annually based upon the changes in the “All Items” portion of the “Consumer Price Index for all Urban Consumers (CPI-U): U.S. City Average, unadjusted, (“1982-1984=100”) as published by the Bureau of Labor Statistics of the United States Department of Labor. 7.3. Late Fee. Company may charge a late fee for any amounts which are not paid when due. The late fee will be the lesser of one and one-half percent (1.5%) per month or the highest rate chargeable by law. Customer shall also be responsible for all costs of collection (including reasonable attorneys’ fees) to collect overdue amounts. 7.4. No Waiver. If Company fails to present a charge in a timely manner, such failure shall not constitute a waiver of the charges for the fees to which it relates and Customer shall pay such invoice in accordance with these payment terms. 8. Taxes. 8.1. Customer shall pay all federal, state, and local taxes, government fees, charges, surcharges or similar exactions imposed on the Services and/or products that are the subject of the Master Service Agreement including but not limited to state and local sales and use taxes, telecommunications taxes, federal and state universal service fund fees and/or state and local regulatory fees to the extent applicable. Company shall have the right to recover from Customer the amount of any state or local fees, charges or taxes arising as a result of this Agreement that are imposed on Company or Company’s services, or measured on Company’s receipts. Such fees or taxes shall be invoiced to Customer in the form of a surcharge included on Customer’s invoice. Company shall be responsible for and shall pay all taxes measured by Company’s net income. To the extent that a dispute arises as to which Party is liable for fees or taxes under the Master Service Agreement, Customer shall bear the burden of proof in showing that the fee or tax is imposed upon Company’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 Company’s net income. Customer shall be responsible for providing Company any and all documentation substantiating a claim for exemption from taxes or fees prior to the date that Services are first provided under the Master Service Agreement. To the extent such documentation is h