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15. INDEMNIFICATION. <br />(a) CUSTOMER INDEMNIFICATION. Unless prohibited under applicable law, Customer at its own expense, shall <br />indemnify, defend, and hold harmless Spectrum, its affiliates, service providers, and suppliers, and their directors, employees, <br />representatives, officers and agents (the "Indemnified Parties") against any and all third -party claims, liabilities, lawsuits, <br />damages, losses, judgments, costs, fees and expenses incurred by Indemnified Parties, including reasonable attorney and other <br />professional fees and court costs incurred by Indemnified Parties, to the full extent that such arise from or relate to any one or <br />more of the following: <br />i. Customer's misuse of the Services; <br />ii. Customer's failure to comply with any applicable law, order, rule, regulation or ordinance or this Service Agreement; or <br />iii. Personal injury or tangible property damage caused by Customer's or its employees' or agents' negligence or willful <br />misconduct. <br />(b) SPECTRUM INDEMNIFICATION. Spectrum shall indemnify and defend the Customer, its City Council, officials, <br />directors, officers, agents and employees, (the "Indemnified Parties"), from and against any and all third party claims, liabilities, <br />lawsuits, damages losses, judgments, costs, fees and expenses, including reasonable attorneys' and other professionals' fees <br />and court costs„ for bodily injury, death, or tangible property damage directly caused by the negligence or willful misconduct of <br />Spectrum, its employees, agents, or contractors, at the Service Location(s) as a direct result from Spectrum's installation, <br />removal or maintenance of the Spectrum Equipment. <br />Indemnified Parties shall have the right but not the obligation to participate in the defense of the claim, at the indemnified party's <br />cost. <br />16. COMPLIANCE WITH LAWS. As between the Parties, Spectrum shall obtain and maintain at its own expense all <br />licenses, approvals and regulatory authority required by law with respect to Spectrum's operation and provision of the Services <br />as contemplated in the Service Agreement, and Customer shall obtain and maintain at its own expense all licenses, approvals <br />and regulatory authority required by law with respect to Customer's use of the Services as contemplated in the Service <br />Agreement. <br />Unless specified otherwise in the Service Agreement, each Party shall give all notices, pay all fees and comply with all applicable <br />laws, ordinances, rules and regulations relating to its performance obligations specified in the Service Agreement. The Service <br />Agreement is subject to all applicable federal, state, or local laws and regulations in effect in the relevant jurisdiction(s) in which <br />Spectrum provides the Services. If any provision of the Service Agreement contravenes or is in conflict with any such law or <br />regulation, then the terms of such law or regulation shall take priority over the relevant provision of the Service Agreement. If <br />the relevant law or regulation applies to some but not all of the Services being provided under the Service Agreement, then such <br />law or regulation shall take priority over the relevant provision of the Service Agreement only for purposes of those Services to <br />which the law or regulation applies. Except as explicitly stated in the Service Agreement, nothing contained in the Service <br />Agreement shall constitute a waiver by Spectrum of any rights under applicable laws or regulations pertaining to the installation, <br />construction, operation, maintenance, or removal of the Services, facilities or equipment. <br />17. REGULATORY CHANGES. In the event of any change in applicable law, regulation, decision, rule or order, including <br />without limitation any new application of or increase in any government- or quasi -government -imposed fees or charges that <br />increases the costs or other terms of Spectrum's delivery of Service to Customer, or, in the event of any increase in pole <br />attachment or conduit charges applicable to any facilities used by Spectrum in providing the Services, Customer acknowledges <br />and agrees that Spectrum may pass through to Customer any such increased fees or costs, but only to the extent of the actual <br />increase. Spectrum shall use commercially reasonable efforts to notify Customer at least thirty (30) days in advance of the <br />increase. In such case, and if such increase materially increases the Service Charges payable by Customer under the Service <br />Agreement for the applicable Service, Customer may, within thirty (30) days after notification of such increase, terminate the <br />affected Service without an obligation to pay Termination Charges, provided Customer notifies Spectrum at least thirty (30) days <br />in advance of Customer's requested termination date. Further, in the event that Spectrum is required to file tariffs or rate <br />schedules with a regulatory agency or otherwise publish or make generally available its rates in accordance with regulatory <br />agency rules or policies respecting the delivery of the Services or any portion thereof, then the terms set forth in the applicable <br />tariff or rate schedule shall govern Spectrum's delivery of, and Customer's use or consumption of the Services. In addition, if <br />Spectrum determines that offering or providing the Services, or any part thereof, has become impracticable for legal or regulatory <br />reasons or circumstances, then Spectrum may terminate the Service Agreement and any affected Service Orders without <br />liability, by giving Customer thirty (30) days prior notice or any such notice as is required by law or regulation applicable to such <br />determination. <br />18. ARBITRATION. Intentionally Omitted. <br />19. PROPRIETARY RIGHTS AND CONFIDENTIALITY. <br />Enterprise Terms of Service v 240607 CONFIDENTIAL Page 10 of 15 <br />© 2016-2024 Charter Communications, all rights reserved <br />