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S-4
RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
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makes no warranty and provides no indemnity with respect thereto. The fees, if 
any, for the other third party software that may be due in connection with this 
Master Agreement are set forth in Schedule F
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10.  REPORTING. On a quarterly basis, within thirty (30) days of the end of 
every calendar quarter, Customer shall provide CSG with a quarterly report 
setting forth the then current number of subscribers processed by Customer and 
the number of concurrent users of the Products and any Incorporated Third Party 
Software by setting forth the number of workstations/seats utilizing each of the
Products and any Incorporated Third Party Software.

11.  INDEMNITY.
(a)  Indemnity. Except as provided in Schedule H, if an action is brought
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against Customer claiming that the Products infringe a United States patent,
copyright, trademark secret or other proprietary right owned by a third person,
CSG will defend Customer at CSG's expense and pay the damages and costs finally
awarded against Customer in the infringement action, but only if (i) Customer
notifies CSG promptly upon learning that the claim might be asserted, (ii) CSG
has sole control over the defense of the claim and any negotiation for its
settlement of compromise and (iii) Customer takes no action that, in CSG's
judgement, is contrary to CSG's interest.

(b)  Alternative Remedy. If a claim described in Section 11(a) may be or has
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been asserted, Customer will permit CSG, at CSG's option and expense, to (i)
procure the right to continue using the Product, (ii) replace or modify the
Product to eliminate the infringement while providing functionally equivalent
performance or (iii) accept the return of the Product and refund to Customer the
amount of the fees actually paid to CSG and allocable for such Product, less
amortization based on a 5-year straight-line amortization schedule and a pro
rata share of any maintenance fees that Customer actually paid to CSG for the
period that such Product was not usable.

(c)  Limitation. CSG shall have no indemnity obligation to Customer under this 
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Section if the infringement claim results from (i) a correction or modification 
of the Product not provided by CSG, (ii) the failure to promptly install an 
Update or Enhancement provided by CSG (as defined in the applicable Schedules, 
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attached hereto) or (iii) the combination of the Product with other items not 
provided by CSG.

12.  PAY-PER-VIEW LIABILITY. Notwithstanding anything to the contrary herein, 
CSG's total liability with respect to each pay-per-view event for any and all 
claims, damages, losses or expenses incurred by Customer arising directly or 
indirectly out of CSG's processing of pay-per-view information shall be limited 
to the amount of fees actually received by CSG from Customer applicable to such 
pay-per-view processing services related to the specific event giving rise to 
such liability.

13.  EXCLUSION OF CERTAIN WARRANTIES. EXCEPT AS EXPRESSLY PROVIDED IN THIS
MASTER AGREEMENT, ALL WARRANTIES, CONDITIONS, REPRESENTATIONS, INDEMNITIES AND
GUARANTEES WITH RESPECT TO THE PRODUCTS, THE INCORPORATED THIRD PARTY SOFTWARE,
OTHER THIRD PARTY SOFTWARE, AND THE SERVICES, WHETHER EXPRESS OR IMPLIED,
ARISING BY LAW, CUSTOM, PRIOR ORAL OR WRITTEN STATEMENTS BY CSG, ITS AGENTS OR
OTHERWISE (INCLUDING, BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY,
SATISFACTION, OR FITNESS FOR PARTICULAR PURPOSE) ARE HEREBY OVERRIDDEN, EXCLUDED
AND DISCLAIMED. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE PRODUCTS AND SERVICES
BEING PROVIDED ARE NOT WARRANTED TO BE ERROR-FREE.

CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES FOR 
THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION WITHIN OR OUTSIDE 
                          THEIR RESPECTIVE COMPANIES.