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GENERAL TERMSLast Updated: November 9, 2020These additional terms and conditions (these “General Terms”) supplement the terms andconditions set forth in the (i) Commercial Services Agreement entered into by and betweenCox and Customer (the “CSA”); (ii) Master Retail Services Agreement entered into by andbetween Cox and Customer (the “MSA”), or (iii) any other written agreement entered into byand between Cox and Customer in which these General Terms are incorporated, whichever isapplicable. References in these General Terms to “Agreement” shall mean (i) the CSA, MSA,or other written agreement in which these General Terms are incorporated between Cox andCustomer, whichever is applicable, (ii) these General Terms, (iii) the Service Terms (if theCSA is applicable), (iv) the Cox tariffs, as applicable, (v) the Cox Business Acceptable UsePolicy (“AUP”) located at coxbusiness.com/acceptableusepolicy, (vi) the Service Guides(“SG”), as applicable, and (vii) all other policies or documents expressly referenced or linkedherein. The commercial services ordered by Customer in the Agreement shall each be definedas a “Service” and collectively be defined as the “Services”.Table of plicabletototototoAll ServicesInternet and Network ServicesVoice and Tariffed ServicesVideo ServicesOther Services1
A. Terms and Conditions Applicable to AllServicesA1.Billing and Payments.(a) Payment. Customer shall pay Cox all monthlyrecurring charges (“MRCs”), all usage charges forServices, and all non-recurring charges (“NRCs”), ifany, by the due date on the invoice which shall beat least thirty (30) days from Cox’s issuance of theinvoice. Any amount not received by the due dateshown on the applicable invoice will be subject tointerest or a late charge no greater than themaximum rate allowed by law. No interest will bepaid on deposits unless required by law. If Coxpermits Customer to pay any amount due s that such installment payments areprovided as a courtesy only and Customer remainsliable for the full amount due.If Customer provides Cox with any accountinformation, such as its bank account and routingnumbers or credit or debit card details, Cox maystore that information and use it to administerCustomer’s account, confirm charges, detect andprevent fraud, verify identity, and processpayments to Customer’s account that Customerrequests in the future by telephone, mobile app,internet, or otherwise. Additionally, Cox may,without prior notice to Customer, use Customer’sstored account information to initiate credit or debitentries to its account as necessary to correct anymistakes or amendments in billing, payments, orcollection.(b) Taxes, Fees, and Surcharges. As applicableto the Service(s), Customer shall also pay allapplicable taxes, fees, and surcharges including,without limitation, sales, use, gross receipts, and/orexcise taxes, access fees, universal service fundassessments, 911/E911 fees, franchise fees, bypassfees, other local, State and Federal taxes,surcharges, and any other assessments or charges(however described or designated) which areimposed on Cox’s provision and/or Customer’s useof the Services (collectively, “Taxes, Fees, andSurcharges”). Cox may also impose additionalTaxes, Fees, and Surcharges on Customer torecover amounts that Cox is required or permittedby governmental or quasigovernmental authoritiesto collect, or pay to others in support of, or tocomply with, statutory or regulatory programs, plus2a commercially reasonable amount to recover theadministrative costs associated with such chargesor programs. The amount of these Taxes, Fees, andSurcharges may vary. Taxes, Fees, and Surchargeswill be separately stated on the Customer’s invoice.Customer shall be responsible for all Taxes, Fees,and Surcharges (excluding taxes on Cox’s income)related to the provision or use of the Services by thedue date on the invoice. Any taxes imposed by alocal jurisdiction (e.g., County and municipal taxes)will only be recovered from those Customers residingin the affected jurisdictions. Customer is responsiblefor the payment of any such Taxes, Fees, andSurcharges that subsequently become applicableretroactively. A surcharge, fee or tax is imposed onall charges for service originating at addresses inStates which levy, or assert a claim of right to levy, agross receipts tax on Cox's operations in any suchState, or a tax on interstate access charges incurredby Cox for originating access to telephone exchangesin that State. This surcharge, fee or tax is based onthe particular State's receipts tax and other Statetaxes imposed directly or indirectly upon Cox byvirtue of, and measured by, the gross receipts orrevenues of Cox in that State and/or payment ofinterstate access charges in that State. In the eventthat Customer believes that, with respect to theServices provided hereunder, Customer is taxexempt under Federal or State law, Customer shallsubmit to Cox written verification of Customer’s taxexempt status including exemption certificates orState resale certificates acceptable to Cox and tothe relevant jurisdiction. A non-exhaustive list ofcertain surcharges and fees which may apply to theServices ordered by Customer are posted com/cbsurchargesandfees, both ofwhich are incorporated into the Agreement by thisreference. Other Taxes, Fees, and Surcharges mayapply as determined solely by Cox. All Taxes, Fees,and Surcharges may be changed by Cox at any timewith or without notice. If Cox is required by law orregulation to reduce or remove any Fee orSurcharge during the Term, then, notwithstandinganything to the contrary in this Agreement, uponnotice to Customer and subject to applicable law,Cox may increase the charge for the affectedService to offset such reduction or removal of theapplicable Fee or Surcharge. The amount of suchincrease in the charge for the affected Service willnot exceed the amount by which the applicable Feeor Surcharge is reduced, except as otherwisepermitted in this Agreement.
date. Cox may also offer to expedite the availabilityof Services with the payment of an expedite fee byCustomer. While Cox will make good faith efforts toexpedite Service availability if Customer pays theexpedite fee, Cox makes no guarantee that Serviceavailability will be expedited or that Services willbecome available on any specific date. Cox shall notbe liable for damages for delays in meeting servicedates due to install delays or reasons beyond Cox’scontrol. If Customer delays installation for morethan ninety (90) days after Customer’s execution ofthis Agreement, Cox reserves the right to terminatethis Agreement by providing written notice toCustomer and Customer shall be liable for Cox’sreasonable costs incurred. AFTER THE INITIALTERM, THIS AGREEMENT SHALL AUTOMATICALLYRENEW FOR ONE (1) YEAR TERMS (EACH AN“EXTENDED TERM”) UNLESS A PARTY GIVES THEOTHER PARTY WRITTEN TERMINATION NOTICE ATLEAST THIRTY (30) DAYS PRIOR TO THEEXPIRATION OF THE INITIAL TERM OR THENCURRENT EXTENDED TERM. “Term” shall mean theInitial Term and Extended Term(s), if any. Coxreserves the right to increase rates for all Servicesby no more than ten percent (10%) during anyExtended Term by providing Customer with at leastsixty (60) days written notice of such rate increase.This limitation on rate increases shall not apply tovideo Services or Services for which rates, termsand conditions are governed by a Cox tariff or SG.Upon notice to Customer, Cox may change the ratesfor video Services periodically during the Term. Coxmay change the rates for telephone Service subjectto a Cox tariff or SG periodically during the Term.For the avoidance of doubt, promotional rates andpromotional discounts provided to Customer willexpire at the end of the Initial Term or earlier as setforth in the promotion language. Customer’spayment for Service after notice of a rate increasewill be deemed to be Customer’s acceptance of thenew rate. Customer is subject to credit approvaland Customer authorizes Cox to check credit.(c) Billing Disputes. Amounts reasonably disputedby Customer in good faith shall not be due andpayable for a period of thirty (30) days following theinvoice due date (“Due Date”) for such charges,provided Customer: (i) pays all undisputed chargeson or before the Due Date, (ii) presents a writtenstatement of any billing discrepancies to Cox inreasonable detail together with appropriatesupporting documentation on or before the DueDate of the invoice in question, and (iii) negotiatesin good faith with Cox for the purpose of resolvingsuch dispute within said thirty (30) day period. Inthe event such dispute is mutually agreed upon andresolved in favor of Cox, Customer agrees to payCox the disputed amounts together with anyapplicable late fees within ten (10) days of theresolution (the “Alternate Due Date”). If suchdispute is mutually agreed upon and resolved infavor of Customer, Customer will receive a credit forthe disputed charges and the applicable late fees, ifany were paid by Customer, on the followingmonth’s invoice. If Cox has responded toCustomer’s dispute in writing and the parties fail tomutually resolve or settle the dispute within suchthirty (30) day period (unless Cox has agreed inwriting to extend such period), all disputed amountstogether with the late fees shall become due andpayable, and this provision shall not be construedto prevent Customer from pursuing any legalremedies as provided in this Agreement. Cox shallnot be obligated to consider any notices of billingdiscrepancies from Customer which are received byCox more than thirty (30) days following the DueDate of the invoice in question. Cox reserves theright to invoice and collect any amounts that it failedto bill or collect in previous invoices at any time.A2.Service Start Date and Term. TheAgreement shall be effective upon execution byCustomer and “Acceptance” by Cox. “Acceptance”of the Agreement by Cox shall occur upon the earlierof (i) Cox’s countersignature of this Agreement or(ii) Cox’s installation of Service at Customer’slocation. The “Initial Term” shall begin uponinstallation of Service and shall continue for theapplicable Term commitment set forth in theAgreement.However,ifCustomerdelaysinstallation or is not ready to receive Services on theagreed-upon installation date, Cox may begin billingfor Services on the date Services would have beeninstalled. Cox shall use reasonable efforts to makethe Services available by the requested serviceA3.3Termination.(a) Termination by Customer. Customer mayterminate any Service before the end of the Termas stated in the Agreement upon at least thirty (30)days written notice to Cox; provided, however, ifCustomer terminates any such Service before theend of the Term (except for breach by Cox), unlessotherwise expressly stated in the General Terms,Customer will be obligated to pay Cox a terminationfee equal to the nonrecurring charges (if unpaid)
and One Hundred Percent (100%) of the monthlyrecurring charges for the terminated Service(s)multiplied by the number of months, includingpartial months, remaining in the Term. If Customerterminates or decreases any Service that is part ofa bundle offering, the remaining Service(s) shall besubject to price increases for the remaining Term.This provision survives termination of theAgreement.bankruptcy code. Customer shall be liable for theearly termination fee described in paragraph (a)above if Cox terminates Service(s) or this Agreementfor any of the reasons enumerated in (i) through (xii).To protect itself and/or its other customers, Cox maysuspend or disconnect a Customer’s Service withoutprior notice for violation of the above subsections thatthreaten or harm Cox’s network reliability or forfraudulent or malicious intent or other acts, whetherreal or perceived, to defraud Cox or others.(b) Disconnection Requests. Customer agreesto provide Cox with at least thirty (30) days writtennotice before terminating any Service or thisAgreement, including Services that are on a monthto-month term. Cox may take up to thirty (30) daysafter the date of Customer’s disconnection n. In addition to all applicable earlytermination fees which will be calculated beginningon the date the Services are actually terminated,Cox may charge Customer, and Customer shall payCox, the applicable monthly recurring charge for theService up until the date the Service is actuallydisconnected by Cox.(c) Termination by Cox. Cox may terminateService(s) and/or this Agreement, in whole or in part,upon notice to Customer and without liability to Coxfor any of the following reasons: (i) Customer’snonpayment of a bill within the payment periodprescribed; (ii) Customer’s failure to make a securitydeposit as requested by Cox; (iii) Customer’sviolation of, or noncompliance with, any provision oflaw; (iv) Customer’s or any third party’s refusal topermit Cox access to the Premises, including, maintenance, and/or inspection; (v) Customer’sinterconnection of a device, line, or channel to Cox’sfacilities or equipment contrary to Cox's or industrystandards; (vi) Customer’s use of Services in suchmanner as to interfere with service to othercustomers; (vii) Customer’s abandonment of theService; (viii) Customer’s impersonation of anotherwith fraudulent intent or other acts, whether real orperceived, to defraud Cox or others; (ix) Customer’suse of the Services in a manner reasonably expectedto frighten, abuse, torment, harm, or harass another;(x) Customer engages in threatening, harassing orvexatious behavior towards Cox or its employees;(xi) Customer or its equipment, or anyone acting onCustomer’s behalf, interferes with the operationalintegrity of Cox’s network; or (xii) Customer makesan assignment for the benefit of creditors or files forbankruptcy protection under the United StatesCox may also terminate Service(s) and/or thisAgreement, in whole or in part, and without liabilityto Cox, upon thirty (30) days written notice toCustomer (unless stated otherwise below) for any ofthe following reasons: (i) signal interference with anyService that Cox cannot resolve with commerciallyreasonable efforts; (ii) there is a material increase inCox’s costs to provide the Service; (iii) ization is cancelled or terminated; (iv) Cox’spole attachment/conduit use rights are terminated orbecome subject to such restrictions or conditions thatcontinuation of this Agreement is impracticable orprohibited; or (v) there is a material change in anylaw, rule, regulation, Force Majeure event, orjudgment of any court or government agency thataffects (in Cox’s sole determination) Cox’s ability toprovide the Services. Cox may also immediatelyterminate Service(s) and/or this Agreement prior toactivation of Service without liability to Cox if Coxdetermines, in its sole discretion, that the cost ofproviding Service(s) is unreasonable, excessive,and/or unexpected. Further, Cox may terminate anyService(s) and/or the Agreement for its convenienceon sixty (60) days written notice to Customerwithout any liability to Cox.(d) Discontinued or Modified Service. Cox may,in its sole discretion, choose to suspend, modify, ordiscontinue a Service (or any feature of a Service)provided to Customer without liability to Cox andsuch action by Cox shall not be a breach of contractor Default by Cox under this Agreement. TheCustomer acknowledges and understands thattechnology and capabilities are subject to changeduring the Term of the Agreement. Cox makes noguarantees that any particular feature, or even anyentire Service, will be available throughout theTerm. Cox agrees to provide Customer with at leastthirty (30) days written notice prior to discontinuinga Service (or any feature of a Service) thatCustomer has recently been using.4
Further, Cox may, in its sole discretion, moveCustomer to a substantially similar or better Serviceat any time without increasing Customer’s MRC. Forexample, Cox may move Customer from a standardCox Business Internet (CBI) Service to a fiber-basedconnection. All Services shall continue to be subjectto all restrictions, terms, and conditions in thisAgreement. Customer shall cooperate with Cox tofacilitate the Service change. Cox will make goodfaith efforts to minimize disruption, but there maybe some disruption as Services are moved,including, without limitation, that IP addresses maychange.available at law or in equity. If Customer is inDefault for failing to pay any amount due, Customershall also be liable for any applicable interest, costsof collection (including attorneys’ fees and thirdparty agent collection fees), late fees (subject tostate law and regulations), door collection fees,bank fees and any other applicable fees, charges orpayments (collectively, “Collection Fees”). Anybalance amount that remains delinquent may bereferred to a third party for collections. In the eventarbitration or suit, as the case may be, is broughtor any attorney is retained by Cox to collect anypayments which are past due hereunder and/or toenforce any provision of the Agreement and Coxprevails, Cox shall be entitled to recover, in additionto any other remedy, reimbursement for CollectionFees, reasonable attorneys’ fees, litigation andarbitration costs, expert witness fees, and courtcosts incurred in connection therewith, in addition toall other relief a court may award.(e)Cox may, in its commercially reasonablediscretion, immediately terminate, suspend, and/orrefuse to provide Services to any party engaged inthe adult, gaming or gambling industries or anyparty engaged in offshore activities which are illegalunder US law, or any party engaged in illegalactivities or any party which is operating or locatedin embargoed countries.Default. If either Cox or Customer (each aA4.“Party”) fails to perform any material term,provision, covenant, condition, agreement, orobligation under this Agreement, and fails to curesuch breach within thirty (30) days after receivingwritten notice of the breach from the other Party, orwithin ten (10) days after receiving notice of thebreach from the other Party if the breach is theresult of any late payment, such Party shall bedeemed in “Default” under this Agreement. In thisevent, the non-Defaulting Party shall be entitled topursue any and all remedies available at law or inequity but subject to the limitations contained inthis Agreement. If any non-monetary Defaultcannot be cured within the applicable cure periodset forth above, an event of Default does not occurif the Defaulting Party commences to cure theDefault within the applicable cure period anddiligently completes the cure as soon as reasonablypracticable, but in any event within sixty (60) daysafter receiving the Default notice. Notwithstandingthe foregoing, if Customer is in Default during theTerm of this Agreement, then Cox may pursue oneor more of the following courses of action uponnotice to Customer as required by tariff orapplicable law: (i) terminate Service whereupon allsums then due and payable, including y due and payable, or (ii) suspend all orany part of Services, in addition to pursuing any andall remedies, including reasonable attorneys’ fees,5A5. Customer Responsibilities. Customer isresponsible for all internal wiring, Customerequipment (e.g. Customer phones, handsets,keystones, etc.), installation of hardware andsoftware on Customer equipment, and arranging allnecessary rights of access for Cox including spacefor cables, conduits, and Cox Equipment (definedherein) as necessary for Cox-authorized personnelto install, repair,
Cox and Customer (the “CSA”); (ii) Master Retail Services Agreement entered into by and between Cox and Customer (the “MSA”) , or (iii) any other written agreement entered into by and between Cox and Customer in which these
