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Exhibit B-3
<br />10.3 Privacy Note Regarding Information Provided to 11.4 Entire Understanding. The Agreement, together
<br />Third Parties. Comcast is not responsible for any information with any applicable Tariffs, constitutes the entire understanding
<br />provided by Customer to third parties. Such information is not of the Parties related to the subject matter hereof. The
<br />subject to the privacy provisions of this Agreement. Customer Agreement supersedes all prior agreements, proposals,
<br />assumes all privacy and other risks associated with providing representations, statements, or understandings, whether
<br />personally identifiable information to third parties via the written or oral, concerning the Services or the Parties' rights or
<br />Services. obligations relating to Services. Any prior representations,
<br />promises, inducements, or statements of intent regarding the
<br />10.4 Prohibition on Resale. Customer may not sell, Services that are not embodied in the Agreement are of no
<br />resell, sublease, assign, license, sublicense, share, provide, or effect. No subsequent agreement among the Parties concerning
<br />otherwise utilize in conjunction with a third parry (including, Service shall be effective or binding unless it is made in writing
<br />without limitation, in any joint venture or as part of any by authorized representatives of the Parties. Terms or conditions
<br />outsourcing activity) the Services or any component thereof. contained in any Sales Order, or restrictive endorsements or
<br />other statements on any form of payment, shall be void and of
<br />10.5 Violation. Any breach of this Article 10 shall be
<br />deemed a material breach of this Agreement. In the event of
<br />such material breach, Comcast shall have the right to restrict,
<br />suspend, or terminate immediately any or all Sales Orders,
<br />without liability on the part of Comcast, and then to notify
<br />Customer of the action that Comcast has taken and the reason
<br />for such action, in addition to any and all other rights and
<br />remedies under this Agreement.
<br />ARTICLE 11. MISCELLANEOUS TERMS
<br />11.1 Force Majeure. Neither Party (and in the case of
<br />Comcast, Comcast affiliates and subsidiaries) shall be liable to
<br />the other Party for any delay, failure in performance, loss, or
<br />damage to the extent caused by force majeure conditions such
<br />as acts of God, fire, explosion, power blackout, cable cut, acts
<br />of regulatory or governmental agencies, unavailability of
<br />right-of-way or materials, or other causes beyond the Party's
<br />reasonable control, except that Customer's obligation to pay
<br />for Services provided under the Agreement shall not be
<br />excused. Changes in economic, business or competitive
<br />condition shall not be considered force majeure events.
<br />11.2 Assignment or Transfer. Customer shall
<br />not assign any right, obligation or duty, in whole or in part, nor
<br />of any other interest hereunder, without the prior written
<br />consent of Comcast, which shall not be unreasonably
<br />withheld. All obligations and duties of either Party under this
<br />Agreement shall be binding on all successors in interest and
<br />assigns of such Party. Nothing herein is intended to limit
<br />Comcast's use of third -party consultants and contractors to
<br />perform Services under a Sales Order.
<br />11.3 Notices. Any notice sent pursuant to the Agreement
<br />shall be deemed given and effective when sent by facsimile
<br />(confirmed by first-class mail), or when delivered by
<br />overnight express or other express delivery service, in each
<br />case as follows: (i) with respect to Customer, to the address
<br />set forth on any Sales Order; or (ii) with respect to Comcast,
<br />to: Vice President/Enterprise Sales, One Comcast Center,
<br />1701 JFK Blvd., Philadelphia, PA 19103, with a copy to Cable
<br />Law Department, One Comcast Center, 50' Floor, 1701 JFK
<br />Blvd., Philadelphia, PA 19103. Each Party shall notify the
<br />other Party in writing of any changes in its address listed on
<br />any Sales Order.
<br />no force or effect.
<br />11.5 Tariffs. Notwithstanding anything to the contrary in
<br />the Agreement, Comcast may elect or be required to file with
<br />regulatory agencies tariffs for certain Services. In such event,
<br />the terms set forth in the Agreement may, under applicable
<br />law, be superseded by the terms and conditions of the Tariffs.
<br />Without limiting the generality of the foregoing, in the event
<br />of any inconsistency with respect to rates, the rates and other
<br />terms set forth in the applicable Sales Order shall be treated as
<br />individual case based arrangements to the maximum extent
<br />permitted by law, and Comcast shall take such steps as are
<br />required by law to make the rates and other terms enforceable.
<br />If Comcast voluntarily or involuntarily cancels or withdraws a
<br />Tariff under which a Service is provided to Customer, the
<br />Service will thereafter be provided pursuant to the Agreement
<br />and the terms and conditions contained in the Tariff
<br />immediately prior to its cancellation or withdrawal. In the
<br />event that Comcast is required by a governmental authority to
<br />modify a Tariff under which Service is provided to Customer
<br />in a manner that is material and adverse to either Party, the
<br />affected Party may terminate the applicable Sales Order upon
<br />a minimum thirty (30) days' prior written notice to the other
<br />Party, without further liability
<br />11.6 Construction. In the event that any portion of the
<br />Agreement is held to be invalid or unenforceable, the Parties
<br />shall replace the invalid or unenforceable portion with another
<br />provision that, as nearly as possible, reflects the original
<br />intention of the Parties, and the remainder of the Agreement
<br />shall remain in full force and effect.
<br />11.7 Survival. The rights and obligations of either Party
<br />that by their nature would continue beyond the termination or
<br />expiration of a Sales Order shall survive termination or
<br />expiration of the Sales Order.
<br />11.8 Choice of Law. The domestic law of the state in
<br />which the Service is provided shall govern the construction,
<br />interpretation, and performance of this Agreement, except to
<br />the extent superseded by federal law.
<br />11.9 No Third Party Beneficiaries. This Agreement does
<br />not expressly or implicitly provide any third party (including
<br />users) with any remedy, claim, liability, reimbursement, cause
<br />of action, or other right or privilege.
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