PRIVATE LINE SERVICE LEVEL AGREEMENT
GENERAL TERMS AND CONDITIONS
FOR DELIVERY OF SERVICE
These Terms and Conditions for Delivery of Service are applicable to
Customer
Orders executed by Customer for Services delivered by Level 3
Communications,
LLC ("Level 3"), and are incorporated into each Customer Order. The
Terms and
Conditions include these General Terms and Conditions for Delivery of
Service
and all terms and conditions attached thereto which relate to any
Service
provided by Level 3 to Customer. These Terms and Conditions are
applicable to
sales of Services originating or terminating in the United States.
DEFINITIONS
CONFIDENTIAL INFORMATION: Licensed Software, and all source code, source
documentation, inventions, know-how, and ideas, updates and any
documentation
and information related to the Licensed Software, and any non-public
information regarding the business of a party provided to either party
by the
other party where such information is marked or otherwise communicated
as
being "proprietary" or "confidential" or the like, or where such
information
is, by its nature, confidential.
COMMITTED DATA RATE: A commitment made by Customer (where applicable)
obligating it to order and pay for a minimum amount of a Level 3 Service
expressed in Megabits per second (Mbps).
CUSTOMER: The person, firm or corporation so named on the Customer
Order.
CUSTOMER ORDER: A request for Level 3 Service submitted by the Customer
for
acceptance by Level 3.
FACILITIES: Any and all devices supplied by Level 3 used to deliver
Services,
including but not limited to all terminal and other equipment, wires,
lines,
circuits, ports, routers, switches, channel service units, data service
units,
cabinets, racks, private rooms and the like. Facilities shall not
include any
such devices sold to Customer by Level 3 and paid for by Customer or
owned by
Customer or any third party.
LICENSED SOFTWARE: Computer software, in object code format only, the
use of
which is required for use of Service ordered by Customer.
PREMISES: The location(s) occupied by Customer or its end users to which
Service will be delivered by Level 3. Premises does not include Space as
defined below.
REVENUE COMMITMENT: A commitment made by Customer obligating it to order
and
pay for a minimum volume of Services during an agreed term.
SERVICE: A service offered by Level 3 pursuant to a Customer Order.
SPACE: The location(s) within Level 3 gateways into which Customer is
permitted
to colocate telecommunications or internet equipment pursuant to a
colocation
Customer Order accepted by Level 3.
TARGET INSTALL DATE: A written communication from Level 3 to Customer
indicating the date upon which it is anticipated that Services will be
available to Customer.
SECTION 1. CUSTOMER ORDERS
1.1 SUBMISSION OF CUSTOMER ORDERS. To order any Service, Customer may
submit to
Level 3 an order form for Services, completed with Level 3's assistance
("Customer Order") requesting the provision of Service. Level 3's
delivery of a
Target Install Date respecting such Service shall constitute Level 3's
acceptance of the Customer Order. The Customer Order and its backup
detail
shall set forth the Service, the Premises and/or Space, the prices to be
charged for Services and any applicable term and/or Revenue Commitment.
1.2 UNDERTAKING OF LEVEL 3. If Level 3 issued a Target Install Date
respecting
Services, Level 3 will furnish such Services in accordance with the
Terms and
Conditions and any Customer Orders.
SECTION 2. BILLING AND PAYMENT
2.1 PAYMENT OF BILLS. Level 3 bills all charges incurred by Customer on
a
monthly basis. Level 3 bills in advance for all Services to be provided
during
the ensuing month, except for charges which are dependent upon usage of
Service, which are billed in arrears. Billing for partial months will be
prorated based on a Calendar month. All bills are due upon receipt, and
become
past due thirty (30) days later. The unpaid balance of any past due
bills shall
bear interest at a rate of 1.5% per month (prorated on a daily basis
beginning
on the past due date), or the highest rate allowed by law, whichever is
less.
To the extent Customer orders any service designated as "Burstable," the
following billing method shall apply: Customer will be billed as set
forth above
for its Committed Data Rate. In addition, over each month, Customer's
usage of
the Service will be sampled by Level 3 in five minute inbound and
outbound
averages. At the end of the month, the top ten percent of the
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2
inbound and outbound averages shall be discarded. The highest of the
resulting
ninetieth percentile for inbound and outbound traffic will be compared
to the
Committed Data Rate. If the ninetieth percentile of either inbound or
outbound
traffic is higher than the Committed Data Rate, Customer will, in
addition to
being billed for its Committed Data Rate, be billed for its utilization
of the
Service that exceeds their Committed Data Rate, which shall be billed at
the
contracted-for price per Mbps.
2.2 TAXES AND FEES. Except for taxes based on Level 3's net income and
ad
valorem, personal and real property taxes imposed on Level 3's property,
Customer shall be responsible for payment of all sales, use, gross
receipts,
excise, access, bypass, franchise or other local, state and federal
taxes,
fees, charges, or surcharges, however designated, imposed on or based
upon the
provision, sale or use of the Services.
2.3 REGULATORY AND LEGAL CHANGES. In the event of any change in
applicable law,
regulation, decision, rule or order that materially increases the costs
or
other terms of delivery of Service, Level 3 and Customer agree to
negotiate
regarding the rates to be charged to Customer to reflect such increase
in cost
and, in the event that the parties are unable to reach agreement
respecting new
rates within thirty (30) days after Level 3's delivery of written notice
requesting renegotiation, then (a) Level 3 may pass such increased costs
through to Customer, and (b) Customer may terminate the affected
Customer Order
without termination liability upon sixty (60) days' prior written
notice.
2.4 DISPUTED BILLS. In the event that Customer disputes any portion of a
Level
3 bill, Customer must pay the undisputed portion of the bill and submit
a
written claim for the disputed amount. All claims must be submitted to
Level 3
within sixty (60) days of receipt of billing for those Services.
Customer
acknowledges that it is able to and that it is reasonable to require
Customer
to dispute bills within that time, and Customer therefore waives the
right to
dispute charges not disputed within the time frame set forth above.
2.5 CREDIT APPROVAL AND DEPOSITS. Customer shall provide Level 3 with
credit
information as requested, and delivery of Service is subject to credit
approval. Level 3 may require Customer to make a deposit (which will not
exceed
Customer's estimated charges for two months' Service) as a condition to
Level
3's acceptance of any Customer Order, or as a condition to Level 3's
continuation of Service, which deposit shall be held by Level 3 as
security for
payment of Customer's charges. At such time as the provision of Service
to
Customer is terminated, the amount of the deposit will be credited to
Customer's account and any credit balance which may remain will be
refunded.
2.6 FRAUDULENT USE OF SERVICES. Customer is responsible for all charges
attributable to Customer incurred respecting the Services, even if
incurred as
the result of fraudulent or unauthorized use of the Services, unless
Level 3
has actual knowledge of the same and fails to notify Customer thereof.
Level 3
may, but is not obligated to, detect or report unauthorized or
fraudulent use
of Services.
SECTION 3. DISCONTINUANCE OF CUSTOMER ORDERS
3.1 DISCONTINUANCE OF CUSTOMER ORDER BY LEVEL 3. Level 3 may terminate
any
Customer Order and discontinue Service without liability:
A. If Customer fails to pay a past due balance for Services within
thirty (30)
days of written notice thereof provided by Level 3;
B. If Customer violates any law, rule, regulation or policy of any
government
authority having jurisdiction over the Services; if Customer makes a
material
misrepresentation in any submission of information in a Customer Order
or other
submission of information to Level 3; if Customer engages in any
fraudulent use
of the Services; or if a court or other government authority having
jurisdiction over the Services prohibits Level 3 from furnishing the
Services;
C. If Customer fails to cure its breach of any provision of these Terms
and
Conditions or any Customer Order within thirty (30) days written notice
thereof
provided by Level 3;
D. If Customer files bankruptcy, for reorganization, or fails to
discharge an
involuntary petition therefore within sixty (60) days;
E. If Customer's use of the Services materially exceeds Customer's
credit
limit, unless within fourteen (14) days written notice thereof by Level
3,
Customer provides adequate security for payment for the Services.
3.2 EFFECT OF DISCONTINUANCE. Upon Level 3's discontinuance of Service
to
Customer, Level 3 may, in addition to all other remedies that may be
available
to Level 3 at law or in equity, assess and collect from Customer any
applicable
termination charge.
3.3 RESUMPTION OF SERVICE. If Service has been discontinued by Level 3
and
Customer requests that Service be restored, Level 3 shall have the sole
and
absolute discretion to restore such Service. Nonrecurring charges, with
the
exception of any charges for the build-out of Colocation Space already
paid by
Customer, may apply to restoration of Service.
3.4 DISCONTINUANCE OF CUSTOMER ORDER BY CUSTOMER. Customer shall have
the right
to terminate any Customer Order and discontinue Service prior to the end
of the
agreed term with respect to which a Customer Order has been executed
without
payment of any applicable termination charge if: (i) such Service is
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3
Unavailable (as defined below) on two or more separate occasions of more
than
eight (8) hours each in any 30 day period, and (ii) following written
notice
thereof from Customer to Level 3, Level 3 has an Unavailability event of
more
than 12 hours at any time within the 12 month period immediately
following said
notice. For purposes of the foregoing, Unavailability shall mean the
period of
time beginning when Customer reports an outage in its Service to the
Level 3
Customer Service and Support Organization (1-877-4LEVEL3) and shall end
when
the Service is operative. Unavailability shall not apply to any outage
which is
caused by Customer, Customer's end users or any third party, which
results from
failure of power or equipment provided by Customer or others, which
occurs or
continues during any period in which Level 3 is not given access to the
Premises or the Space, or which results from maintenance events.
Customer must
exercise its right to terminate under this Section, in writing, no later
than
thirty (30) days after the Unavailability event giving rise to a right
of
termination hereunder.
SECTION 4. DELIVERY OF SERVICES
4.1 LEVEL 3 ACCESS TO PREMISES AND SPACE. Customer shall allow Level 3
access to
the Premises to the extent reasonably determined by Level 3 for the
installation, inspection and scheduled or emergency maintenance of
Facilities relating to the Service. Level 3 shall notify Customer two
(2)
business days in advance of any regularly scheduled maintenance that
will
require access to the Premises. Level 3 retains the right to access any
Space
for any legitimate business purpose.
4.2 LEVEL 3 FACILITIES. Level 3 will use reasonable efforts to provide
and
maintain the Facilities in good working order. Customer shall not and
shall not
permit others to rearrange, disconnect, remove, attempt to repair, or
otherwise
tamper with any of the Facilities. If the same occurs without first
obtaining
Level 3's written approval, in addition to being a breach by Customer of
Customer's obligations hereunder, Customer shall (1) pay Level 3 the
cost to
repair any damage to the Facilities caused thereby; and (2) be
responsible for
the payment of service charges in the event that maintenance or
inspection of
the Facilities is required as a result of Customer's breach of this
Section. In
no event shall Level 3 be liable to Customer or any other person for
interruption of Service or for any other loss, cost or damage caused or
related
to improper use or maintenance of the Facilities, unless the same is
caused by
the negligence of Level 3, and then only to the extent of Section 5.2.
4.3 TITLE AND POWER. Title to all Facilities (except as otherwise
agreed) shall
remain with Level 3. The electric power consumed by such Facilities on
the
Premises shall be provided by and maintained at the expense of Customer.
Electric power to the Space shall be provided by Level 3.
4.4 CUSTOMER-PROVIDED EQUIPMENT. Level 3 may install certain Customer
provided
communications equipment upon installation of Service and the
Facilities, but
unless otherwise agreed by Level 3 in writing, Level 3 shall not
thereafter be
responsible for the operation or maintenance of any Customer provided
communication equipment. Level 3 shall not be responsible for the
transmission
or reception of signals by Customer-provided equipment or for the
quality of,
or defects in, such transmission.
4.5 REMOVAL OF FACILITIES. Customer agrees to allow Level 3 to remove
all
Facilities from the Premises:
A. after termination of the Service in connection with which the
Facilities
were used; and
B. for repair, replacement or otherwise as Level 3 may determine is
necessary,
but Level 3 shall use reasonable efforts to minimize disruptions to the
Service
caused thereby.
At the time of such removal, the Facilities shall be in the same
condition as
when installed, normal wear and tear excepted. Customer shall reimburse
Level 3
for the depreciated cost of any Facilities not in such condition.
4.6 SERVICE SUBJECT TO AVAILABILITY. The furnishing of Service is
subject to
the availability thereof, on a continuing basis, and is limited to the
capacity
of Level 3 to provide the Service as well as the capacity which Level 3
may
obtain from other carriers to furnish Service from time to time as
required at
the sole discretion of Level 3. Nothing in these Terms and Conditions
shall be
construed to obligate Customer to submit, or Level 3 to accept, Customer
Orders. In the event Service becomes unavailable pursuant to this
paragraph
4.6, Customer shall have the rights set forth in Section 3.4 of these
Terms and
Conditions.
SECTION 5. OBLIGATIONS AND LIABILITY LIMITATION
5.1 OBLIGATIONS OF THE CUSTOMER. Customer shall be responsible for:
A. The Payment of all charges applicable to the Service;
B. Damage or loss of the Facilities installed on the Premises or in the
Space
(unless caused by the negligence or willful misconduct of the employees
or
agents of Level 3);
C. Providing the level of power, heating and air conditioning necessary
to
maintain the proper environment on the Premises for the provision of
Service;
D. Providing a safe place to work and complying with all laws and
regulations
regarding the working conditions on the Premises;
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E. Granting Level 3 or its employees access to the Premises as set forth
in
Section 4.1 of these Terms and conditions; and
F. Keeping Level 3's facilities located on Premises free and clear of
any liens
or encumbrances.
5.2 LIABILITY. Except as provided in Section 8.4, the liability of Level
3 for
damages arising out of the furnishing of or the failure to furnish
Service,
including but not limited to mistakes, omissions, interruptions, delays,
tortious conduct, representations, errors, or other defects, whether
caused by
acts of commission or omission, shall be limited to the extension of
credit
allowances or refunds due under any applicable Service Level Agreement.
Except
as provided in Section 8.4, the extension of such credit allowances or
refunds
shall be the sole remedy of Customer and the sole liability of Level 3.
5.3 NO SPECIAL DAMAGES. Notwithstanding any other provision hereof,
neither
party shall be liable for any indirect, incidental, special,
consequential,
exemplary or punitive damages (including but not limited to damages for
lost
profits or lost revenues), whether or not caused by the acts of
omissions or
negligence of its employees or agents, and regardless of whether such
party has
been informed by the possibility of likelihood of such damages.
5.4 DISCLAIMER OF WARRANTIES. LEVEL 3 MAKES NO WARRANTIES OR
REPRESENTATIONS,
EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, STATUTORY OR
OTHERWISE, INCLUDING WARRANTIES OR MERCHANTABILITY OR FITNESS FOR A
PARTICULAR
USE, EXCEPT THOSE EXPRESSLY SET FORTH IN ANY APPLICABLE SERVICE LEVEL
AGREEMENT.
SECTION 6. SOFTWARE TERMS
6.1 LICENSE. If and to the extent that Customer requires the use of
Licensed
Software in order to use the Service supplied under any Customer Order,
Customer shall have a nonexclusive, nontransferable (except pursuant to
paragraph 8.2 hereof) license to use such Licensed Software only and
solely to
the extent required to permit delivery of the Service. Customer may not
claim
title to or any ownership interest in any Licensed Software (or any
derivations
or improvements thereto), and Customer shall execute any documentation
reasonably required by Level 3 to memorialize Level 3's existing and
continued
ownership of the Licensed Software.
6.2 RESTRICTIONS. Customer agrees that it shall not:
A. copy the Licensed Software except for emergency backup purposes or as
permitted by the express written consent of Level 3;
B. reverse engineer, decompile or disassemble the Licensed Software;
C. sell, lease, license or sublicense the Licensed Software; or
D. create, write or develop any derivative software or any other
software
program based on the Licensed Software.
SECTION 7. CONFIDENTIAL INFORMATION
7.1 DISCLOSURE AND USE. Any Confidential Information disclosed by either
party
shall be kept by the receiving party in strict confidence and not
disclose to
any third party (except as authorized by these Terms and Conditions)
without
the disclosing party's express written consent. Each party agrees to
treat all
Confidential Information of the other in the same manner as it treats
its own
proprietary information, but in no case will the degree of care be less
than
reasonable care.
7.2 RESTRICTED USE. Each party agrees:
A. to use Confidential Information only for the purpose of performance
of any
Customer Order or as otherwise expressly permitted by these Terms and
Conditions;
B. not to make copies of Confidential Information or any part thereof
except
for purposes consistent with these Terms and Conditions; and
C. to reproduce and maintain on any copies of any Confidential
Information such
proprietary legends or notices (whether of disclosing party or a third
party)
as are contained in or on the original or as the disclosing party may
otherwise
reasonably request.
7.3 EXCEPTIONS. Notwithstanding the foregoing, each party's
confidentiality
obligations hereunder shall not apply to information which:
A. is already known to the receiving party;
B. becomes publicly available without fault of the receiving party;
C. is rightfully obtained by the receiving party from a third party
without
restriction as to disclosure, or is approved for release by written
authorization of the disclosing party;
D. is developed independently by the receiving party without use of the
disclosing party's Confidential Information;
E. is required to be disclosed by law.
7.4 PUBLICITY. This agreement grants no right to use any party's or its
affiliates' trademarks, service marks or trade names or to otherwise
refer to
the other party in any marketing, promotional or advertising materials
or
activities. Neither party shall issue any publication or press release
relating
to, or otherwise disclose the existence of, or the terms and conditions
of any
contractual relationship between Level 3 and Customer, except as may be
required by law.
7.5 REMEDIES. Notwithstanding any other section of these Terms and
Conditions,
the non-beaching party
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5
shall be entitled to seek equitable relief to protect its interests,
including
but not limited to preliminary and permanent injunctive relief. Nothing
stated
herein shall be construed to limit any other remedies available to the
parties.
7.6 SURVIVAL. The obligations of confidentiality and limitation of use
shall
survive the termination of any applicable Customer Order.
SECTION 8. GENERAL TERMS
8.1 FORCE MAJEURE. Neither party shall be liable, nor shall any credit
allowance
or other remedy be extended, for any failure of performance or equipment
due to
causes beyond such party's reasonable control, including but not limited
to:
acts of God, fire, flood or other catastrophes; any law, order,
regulation,
direction, action, or request of any governmental entity or agency, or
any civil
or military authority; national emergencies, insurrections, riots, wars;
unavailability of rights-of-way or materials; or strikes, lock-outs,
work
stoppages, or other labor difficulties. In the event any of the
foregoing occur
and Level 3 is unable to deliver the Service for fourteen (14)
consecutive days,
Customer shall not be obligated to pay Level 3 for the affected Service
for so
long as Level 3 is unable to delivery them, provided, however, that the
term of
the Customer Order respecting those Services shall be extended for a
period of
time equal to the period of time for which Level 3 was unable to provide
and
Customer was not required to pay for the affected Service.
8.2 ASSIGNMENT OR TRANSFER. Except with respect to a merger or sale of
substantially all of Customer's Assets, Customer may not transfer,
sublease or
assign the use of Service without the express prior written consent of
Level 3,
and then only when such transfer or assignment can be accomplished
without
interruption of the use or location of Service. Level 3 will not
unreasonably
withhold its consent. These Terms and Conditions shall apply to any
transferees
or assignees. Customer shall remain liable for the payment of all
charges due
under each Customer Order.
8.3 NOTICES. Notices hereunder shall be deemed properly given when
delivered, if
delivered in person, or when sent via facsimile, overnight courier,
electronic
mail or when deposited with the U.S. Postal Service, (a) with respect to
Customer, the address listed on any Customer Order, or (b) with respect
to Level
3, to: Contracts Administration, Level 3 Communications, LLC, 1450
Infinite
Drive, Louisville, CO 80027. Customer shall notify Level 3 of any
changes to its
addresses listed on any Customer Order.
8.4 INDEMNIFICATION BY LEVEL 3. Level 3 shall indemnify, defend and hold
Customer harmless from any claim, loss, damage, expense or liability
(including
attorney's fees and court costs) (hereinafter "Claims") made against
Customer
for property damage, patent infringement or personal injury caused by
Level 3's
negligence or willful misconduct.
8.5 INDEMNIFICATION BY CUSTOMER. Customer shall indemnify, defend and
hold Level
3 harmless from Claims (including Claims for patent infringement) (i)
made
against Level 3 by any end user of Customer in connection with the
delivery or
consumption of Service, (ii) made against Level 3 arising out of any
commission
or negligent omission by Customer in connection with the Service, or
(iii)
arising from Customer's negligence or willful misconduct.
8.6 APPLICATION OF TARIFFS. Level 3 may elect or be required to file
with the
appropriate regulatory agency tariffs respecting the delivery of certain
Service. In the event that such tariffs are filed respecting Service
ordered by
Customer, then (to the extent such provisions are not inconsistent with
the
terms of a Customer Order) the terms set forth in the applicable tariff
shall
govern Level 3's delivery of, and Customer's consumption or use of, such
Service.
8.7 CONTENTS OF COMMUNICATIONS. Level 3 does not monitor and shall have
no
liability or responsibility for the content of any communications
transmitted
via the Service, and Customer shall hold Level 3 harmless from any and
all
claims (including claims by governmental entities seeking to impose
penal
sanctions) related to such content attributable to Customer or its
agents,
employees or end users.
8.8 ENTIRE UNDERSTANDING. These Terms and Conditions, including any
Customer
Orders executed hereunder, constitute the entire understanding of the
parties
related to the subject matter hereof. In the event of any conflict
between these
Terms and Conditions and the terms and conditions of any Customer Order,
these
Terms and Conditions shall control. These Terms and Conditions shall be
governed
and construed in accordance with the laws of the state of Colorado.
8.9 NO WAIVER. No failure by either party to enforce any rights
hereunder shall
constitute a waiver of such right(s).
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ADDITIONAL TERMS AND CONDITIONS
FOR PRIVATE LINE SERVICE
The following additional terms and conditions are applicable where,
pursuant to
a Customer Order, Customer orders metropolitan (local), city to city
(within the
United States) and international (from the United States to another
country)
private line, non-switchable circuits (the "Private Line Services").
1. Any state or federal tariffs applicable to the Private Line Services
to be
delivered under any Customer Order are incorporated into the terms
thereof.
Level 3's pricing to Customer for Private Line Services may, if
required, be
subject to PUC or other regulatory approval.
2. The nonrecurring charges and monthly recurring rates for the Private
Line
Services provided by Level 3 are shall be set forth in each Customer
Order.
3. The rates and other charges set forth in each Customer Order are
established
in reliance on the term commitment made therein, and Customer shall pay
the same
in accordance therewith. In the event that Customer terminates Services
ordered
in any Customer Order which is accepted by Level 3 or in the event that
the
delivery of Services is terminated due to a failure of Customer to
satisfy the
requirements set forth in these Terms and Conditions prior to the end of
the
agreed term, Customer shall (unless Customer has made a Revenue
Commitment) pay
a termination charge equal to the percentage of the monthly recurring
charges
for the terminated Private Line Service calculated as follows:
A. 100% of the monthly recurring charge that would have been incurred
for the
private line service for months 1-12 of the agreed term; plus
B. 75% of the monthly recurring charge that would have been incurred for
the
Private Line Service for months 13-24 of the agreed term; plus
C. 50% of the monthly recurring charge that would have been incurred for
the
Private Line Service for months 25 through the end of the agreed term.
In the event that a Revenue Commitment is made and is then being
satisfied by
Customer. Customer may terminate, rearrange or reconfigure the Private
Line
Services ordered under a Customer Order without payment of the
termination
charge specified above; PROVIDED, HOWEVER, that Customer shall be
responsible
for payment of Level 3's then-current standard nonrecurring charges
applicable
to such termination, rearrangement or reconfiguration.
4. Level 3 makes the Service Level Agreements in the attached Exhibit
"A"
respecting Private Line Service.
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Standard Service Level Agreement (SLA)
INTERNATIONAL / US NATIONAL PRIVATE LINE
International/National Private Line service will be backed by a Standard
Service
Level Agreement that has two components: a Service Delivery SLA and a
Network
Performance SLA.
NOTE: The total number of credits per month for both Service Delivery is
limited to four days.
SERVICE DELIVERY SLA
-
------------------------------------------------------------------------
---------------------------------------
US ON-NET CITY STANDARD SERVICE DELIVERY
INTERVALS
(US NPLS AND IPL)
-
------------------------------------------------------------------------
---------------------------------------
Nx64K, DS1, E1* DS3
OC3/OC12
-
------------------------------------------------------------------------
---------------------------------------
US NPLS IPL US NPLS
IPL US NPLS IPL
-
------------------------------------------------------------------------
---------------------------------------
On-Net 20 working 20 working 30 working
30 working 40 working 30
days days days
days days
-
------------------------------------------------------------------------
---------------------------------------
Off-Net building within 30 working 60 working 45 working
60 working 60 working ICB
SSA (either end) days days days
days days
-
------------------------------------------------------------------------
---------------------------------------
Off-net building outside 30 working 60 working 45 working
60 working 70 working ICB
SSA (within 50 miles) days days days
days days
(either end)
========================================================================
=======================================
-
------------------------------------------------------------------------
---------------------------------------
US DOMESTIC SERVED STANDARD SERVICE DELIVERY
INTERVALS
OFF-NET CITY
-
------------------------------------------------------------------------
---------------------------------------
DSI DS3
OC3
-
------------------------------------------------------------------------
---------------------------------------
One side of the circuit 30 working days 45 working
days 60 working days (70
is served by an off-net
days would apply if
city POP
the customer location
served by the gateway
city is outside of the
SSA)
========================================================================
=======================================
-
------------------------------------------------------------------------
---------------------------------------
*Off-net building must have DS3 local service availability in order to
support
**E1 delivery is available in NYC only and is dependent upon local
availability
of E1 delivery
- - Single toll-free number to reach Level 3 Customer Service for all
customer
issues, including technical, billing, and product inquiries.
- - Mean Time to Respond - Within 30 minutes
- - 2 hour calendar month Average Time To Repair (ATTR)
If Level 3 fails to meet any of the guarantees above, Level 3 will
review all
reported failures at the end of the month, and calculate the applicable
credits:
- - Any customer inquiry to the Level 3 Customer Service Center that
results in a
Time to Respond of >30 minutes will result in a one day service credit
when
the customer notifies Level 3 of the failure.
- - ATTR is calculated as a monthly average. All reported customer
trouble
tickets will be totaled over the month, then the average time to close
each
ticket will be calculated. If the ATTR is greater than 2 hours, the
customer
will receive a one day service credit.
- - Credits will only be applied to events where the Customer reports a
failure
to the Level 3 Customer Care organization. Customers must report any
Service
Delivery failures within five business days of the event.
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NETWORK PERFORMANCE SLA
o 99.99% Service Availability
o Target Bit Error Rate(1)
End-to-end link (Level 3 on-net) < 1 x 10[-11] at T1 Rate
(equivalent rate for DSO 1
x 10[4])
End-to-end link (Non-Level 3 access) < 1 x 10[-7] (Dependent on
local
supplier)
* Target Severely Errored Seconds(2)
End-to-end link (Level 3 fiber access) < 0.008%
End-to-end link (Non-Level 3 access) < 0.013% (Dependent on
local
supplier)
> Availability refers to customer's access point to the Level 3 Backbone
Network, including their Level 3 provided local access circuit.
> Availability does not include regularly scheduled or emergency
maintenance
events, or customer caused outages or disruptions.
> Customers may report service unavailability events of longer than 15
consecutive minutes to Level 3 customer service within 48 hours of the
event.
If the event is confirmed by Level 3 customer service, the customer
will
receive a pro-rated service credit that equals the time of the
unavailability.
NOTES:
> All measurements are based on monthly averages.
> These guarantees only apply to the Level 3 Network (including the
Local Access
to the customer). They do not apply to off-net city circuits which do
not
transit the Level 3 Backbone Network (or the portion the circuit which
does
not transit the Level 3 Backbone)
> This SLA does not apply to periods of regularly scheduled or emergency
maintenance that Level 3 performs on its network or associated
hardware and
software.
> Credits will only be applied to events where the Customer reports a
network
performance failure to the Level 3 Customer Care organization.
> Customers must report any Network Performance failures (unavailability
or
delay) within 48 hours (two business days) of the service affecting
event in
order to receive a credit. Customers must report any Service Delivery
failures
within five business days of the event.
- ---------
(1) Bit Error Rate Figure excludes periods of more than 10 seconds
having error
rates equal to, or worse than 1 x 10[-3]
(2) Severely Errored Seconds have bit error rates, to, or worse than 1 x
10[-3]
Page 8 of 18
9
ADDITIONAL TERMS AND CONDITIONS
FOR TELEPHONY AND IP COLOCATION
The following additional terms and conditions are applicable where,
pursuant to
a Customer Order, Customer orders the use of space within Level 3
gateways to be
used for the purpose of colocating telecommunications equipment or
equipment
used for connection to the internet (the "Space").
1. Customer is granted the right to occupy the Space identified in a
Customer
Order. Customer shall be permitted reasonable access to the Space
subject to any
and all rules, regulations and access requirements imposed by Level 3
governing
such access. Customer may submit multiple Customer Orders requesting use
of
different Space, each of which shall be governed by the terms hereof.
2. Customer shall be permitted to use the Space only for placement and
maintenance of communications equipment. The nonrecurring and monthly
recurring
charges for the Space and any Services ordered by Customer shall be set
forth in
each Customer Order. Customer hereby agrees, within six (6) months of
ordering
such Space, to use the Space for placement and maintenance of
telecommunications
or internet access equipment. In the event Customer fails to fill said
Space as
set forth herein, Level 3 has the right to reclaim the proportion of
Space not
being used exclusively as indicated above, if the same is not cured
within
forty-five (45) days' prior notice thereof to Customer. Customer agrees
to
immediately vacate such recaptured Space and Level 3 shall reduce the
Colocation
fees allocated to such recaptured Space. Customer further agrees that no
refunds
shall be made to Customer regarding such recaptured Space.
3. Level 3 shall perform such janitorial services, environmental systems
maintenance, power plant maintenance and other actions as are reasonably
required to maintain the gateway in which the Space is located in a
condition
which is suitable for the placement of telecommunications and internet
access
equipment. Customer shall maintain the Space in an orderly and safe
condition,
and shall return the Space to Level 3 at the conclusion of the term set
forth in
the Customer Order in the same condition (reasonable wear and tear
excepted) as
when such Space was delivered to Customer. EXCEPT AS EXPRESSLY STATED
HEREIN OR
IN ANY CUSTOMER ORDER, THE SPACE SHALL BE DELIVERED AND ACCEPTED "AS IS"
BY
CUSTOMER, AND NO REPRESENTATION HAS BEEN MADE BY LEVEL 3 AS TO THE
FITNESS OF
THE SPACE FOR CUSTOMER'S INTENDED PURPOSE.
4. The term of use of the Space shall begin on the later to occur of the
date
requested by Customer or the date that Level 3 completes the build-out
of the
Space. Customer's use of the Space beyond the initial term shall be on a
month-to-month basis, unless Customer and Level 3 have agreed in writing
to a
renewal of the right to use such Space. Customer hereby agrees to pay
for the
Space and any related Services for the term of this Agreement. The rates
and
other charges set forth in each Customer Order are established in
reliance on
the term commitment made therein. In the event that Customer terminates
a
Customer Order for Space which is accepted by Level 3 or in the event
that the
Customer Order is terminated due to a failure of Customer to satisfy the
requirements set forth herein or in the Customer Order prior to the end
of the
agreed term, Customer shall pay a termination charge equal to the costs
incurred
by Level 3 in returning the Space to a condition suitable for use by
other
parties, plus the percentage of the monthly recurring fees for the
terminated
Space calculated as follows:
a. 100% of the monthly recurring fees that would have been charged
for the
space for months 1-12 of the agreed term; plus
b. 75% of the monthly recurring fees that would have been charged for
the
Space for months 13-24 of the agreed term; plus
c. 50% of the monthly recurring fees that would have been charged for
the
Space for months 25 through the end of the agreed term.
In the event that a Revenue Commitment is made and is then being
satisfied by
Customer, Customer may terminate the Space ordered pursuant to a
Customer Order
without payment of the termination, charge specified above; PROVIDED,
HOWEVER,
that Customer shall be responsible for payment of Level 3's then-current
standard nonrecurring charges applicable to such termination.
5. Level 3 shall use reasonable efforts to complete the build-out and
make the
Space available to Customer on or before the date requested by Customer.
In the
event that Level 3 fails to complete the build-out within sixty (60)
days of the
date requested by Customer, then Customer may terminate its rights to
use such
Space and receive a refund of any fees paid for the use or build-out of
such
Space.
6. Customer shall abide by any posted or otherwise communicated rules
relating
to use of, access to, or
Page 9 of 18
10
security measures respecting the Space. Customers use of the Space will
be
immediately terminated in the event Customer or any of its agents or
employees
is found in Level 3's gateway with any firearms, drugs, alcohol or is
found
engaging in any criminal activity, eavesdropping, foreign intelligence,
card
selling or slamming. Persons found engaging in any such activity or in
possession of the aforementioned prohibited items will be immediately
escorted
from the gateway. In the event that unauthorized parties gain access to
the
Space through access cards, keys or other access devices provided to
Customer,
Customer shall be responsible for any damages incurred as a result
thereof.
Customer shall be responsible for the cost of replacing any security
devices
lost or stolen after delivery thereof to Customer. In addition, Level 3
shall
have the right to terminate Customer's use of the Space or the Services
in the
even that: (a) Level 3's rights to use the facility within which the
Space is
located terminates or expires for any reason; (b) Customer has violated
the
terms hereof or of any Customer Order submitted hereunder; (c) Customer
makes
any material alterations to the Space without first obtaining the
written
consent of Level 3; (d) Customer allows personnel or contractors to
enter the
Space who have not been approved by Level 3 in advance; or (e) Customer
violates
any posted or otherwise communicated rules relating to use of or access
to the
Space. With respect to items (b), (c), (d) and (e) immediately above,
unless the
same interferes or has the potential to interfere with other Level 3
Colocation
customers, Level 3 shall provide Customer a written notice of the
foregoing and
a 10-day opportunity to cure the same before terminating Customer's
rights to
the Space.
7. Customer may sublease the Space under the following conditions: i)
all
proposed sublessees must be approved, in writing, by Level 3 in Level
3's sole
discretion; ii) Customer hereby guarantees that all Sublessees shall
abide by
all terms and conditions set forth between Customer and Level 3; iii)
Customer
shall indemnify, defend and hold Level 3 harmless from all claims
brought
against Level 3 arising from any act or omission of any subcontractor
and iv)
any sublessee shall be considered customer's agent and all of
sublessees' acts
and omissions and usage of the Space or Services hereunder shall be
attributable
to Customer for the purposes of these Terms and Conditions.
8. Level 3 reserves the right to change the location or configuration
of the
Space, provided, however, that Level 3 shall not arbitrarily or
discriminatorily
require such changes. Level 3 and Customer shall work in good faith to
minimize
any disruption in Customer's services that may be caused by such changes
in
location or configuration of the Space.
9. Prior to occupancy and during the term of use of any Space,
Customer shall
procure and maintain the following minimum insurance coverage: (a)
Workers'
Compensation in compliance with all applicable statutes of appropriate
jurisdiction. Employer's Liability with limits of $500,000 each
accident; (b)
Commercial General Liability with combined single limits of $1,000,000
each
occurrence; and (c) "All Risk" Property insurance covering all of
Customers
personal property located in the Space. Customer's Commercial general
Liability
policy shall be endorsed to show Level 3 (and any underlying property
owner, as
requested by Level 3) as an additional insured. All policies shall
provide that
Customer's insurers waive all rights of subrogation against Level 3.
Customer
shall furnish Level 3 with certificates of insurance demonstrating that
Customer
has obtained the required insurance coverages prior to occupancy of the
Space.
Such certificates shall contain a statement that the insurance coverage
shall
not be materially changed or cancelled without at least thirty (30) days
prior
written notice to Level 3. Customer shall require any contractor
entering the
Space on its behalf to procure and maintain the same types, amounts and
coverage
extensions as required of Customer above.
10. Customer may order and pay for Level 3 to perform certain limited
("remote
hands") maintenance services on Customer's equipment within the space,
which
shall be performed in accordance with Customer's directions. "Remote
hands"
maintenance services includes power cycling equipment. Level 3 shall in
no event
be responsible for the repair, configuration or tuning of equipment, or
for
installation of Customer's equipment (although Level 3 will provide
reasonable
assistance to Customer in such installation).
Page 10 of 18
11
ADDITIONAL TERMS AND CONDITIONS FOR
DEDICATED, RAPID ACCESS AND DIAL UP INTERNET ACCESS
The following additional terms and conditions are applicable where,
pursuant to
a Customer Order, Customer orders dedicated, rapid access and/or dial-up
Internet Access Service (the "Internet Access Services").
1. Any state or federal tariffs applicable to the Internet Access
Services to
be delivered under any Customer Order are incorporated into the terms
thereof.
The Internet Access Services shall at all times be used in compliance
with
Level 3's then-current Acceptable Use Policy and Privacy Policy, as
amended by
Level 3 from time to time and which are available through Level 3's web
site.
2. The nonrecurring charges and monthly recurring rates for the Internet
Access
Services provided by Level 3 to Customer are set forth in each Customer
Order.
3. The rates and other charges set forth in each Customer Order are
established
in reliance on the term and/or volume commitment made therein, and
Customer
agrees to pay the same. In the event that Customer terminates Internet
Access
Services ordered in any Customer Order which is accepted by Level 3 or
in the
event that the delivery of Internet Access Services is terminated due to
a
failure of the Customer to satisfy the requirements set forth herein or
in the
Customer Order prior to the end of the agreed term, Customer shall
(unless
Customer has made a Revenue Commitment) pay a termination charge equal
to the
percentage of the monthly recurring charges for the terminated Internet
Access
Services calculated as follows:
a. 100% of the monthly recurring charge that would have been incurred
for the
Internet Access Service for months 1-12 of the agreed term; plus
b. 75% of the monthly recurring charge that would have been incurred
for the
Internet Access Service for months 13-24 of the agreed term; plus
c. 50% of the monthly recurring charge that would have been incurred
for the
Internet Access Service for months 25 through the end of the agreed
term.
Customer may, in the event that a Revenue Commitment is made and is then
being
satisfied by Customer, terminate, rearrange or reconfigure the Internet
Access
Services ordered under a Customer Order without payment of the
termination
charge specified above; PROVIDED, HOWEVER, that Customer shall be
responsible
for payment of Level 3's then-current standard nonrecurring charge
applicable
to such termination, rearrangement or reconfiguration.
4. Level 3 provides only access to the Internet; Level 3 does not
operate or
control the information, service, opinions or other content of the
Internet.
Customer agrees that it shall make no claim whatsoever against Level 3
relating
to the content of the Internet or respecting any information, product,
service
or software ordered through or provided by virtue of the Internet.
5. This Section 5 applies only to Customers who order Dial-Up Internet
Access
Services. The Dial-Up Internet Access Services shall be used only by an
officer, director, employee or agent ("Employee") of Customer. Customer
shall
assure that each Employee accessing the Dial-Up Internet Access Service
abides
by these Terms and Conditions. Prior to any Employee accessing Dial-Up
Internet
Access Services, such Employee will be required to accurately complete
an
on-line registration process. During this registration process, each
Employee
will be required to identify himself/herself through some means
satisfactory to
Level 3. Pursuant to the registration process, by clicking an "ACCEPT"
icon,
each Employee will (i) agree to accurately complete the registration;
(ii)
agree to abide by all of the provisions, terms, limitations, conditions
and
restrictions of these Terms and Conditions; and (iii) agree to use the
Dial-Up
Internet Access Services in accordance with any requirements set forth
in the
online registration process and for the legitimate business purposes of
Customer only. Each Employee will also receive a password which such
Employee
will agree to keep in strict confidence and which will be required
whenever
accessing the Dial-Up Internet Access Services.
6. If Customer orders Burstable Dedicated Internet Access Services
pursuant to
a Customer Order, the Customer shall be permitted to make two (2)
changes to
its Committed Data Rate each contract year, provided that such change be
to a
higher Committed Data Rate.
7. This Section 7 applies only to Customers who order Dedicated Internet
Access
and Rapid Access Services. Level 3 makes the following Service Level
Agreements
attached as Exhibit "A" respecting Dedicated Internet Access and Rapid
Access
Service.
Page 11 of 18
12
Standard Service Level Agreement (SLA)
Release 1
INTERNET DEDICATED ACCESS
Dedicated Internet Access service will be backed by a Standard Service
Level
Agreement that has two components: a Service Delivery SLA and a Network
Performance SLA.
NOTE: The total number of credits per month for both Service Delivery
and
Network Performance is limited to four days.
SERVICE DELIVERY SLA
o 30 Calendar Day Installation Guarantee for Customers buying Dedicated
Internet
Access in speeds from 64 Kbps - 1.544 Kbps within the Standard Service
Area.
o 45 Calendar Day Installation Guarantee for Customers buying Dedicated
Internet
Access in speeds from 3 Mbps - 45 Mbps within the Standard Service
Area.
o Single toll-free number to reach Level 3 Customer Service for all
customer
service issues, including technical, billing, and product inquiries.
o Time to Respond - Within 30 minutes.
o 2 hour calendar month Average Time To Repair (ATTR).
If Level 3 fails to meet any of the guarantees above, Level 3 will
review all
reported failures at the end of the month, and calculate the applicable
credits:
> Any customer inquiry to the Level 3 Customer Service Center that
results in a
Time to Respond of >30 minutes will result in a one day service credit
when
the customer notifies Level 3 of the failure.
> ATTR is calculated as a monthly average. All reported customer trouble
tickets
will be totaled over the month, then the average time to close each
ticket
will be calculated. If the ATTR is greater than 2 hours, the customer
will
receive a one day service credit.
> Credits will only be applied to events where the Customer reports a
failure to
the Level 3 Customer Care organization. Customers must report any
Service
Delivery failures within five business days of the event.
NETWORK PERFORMANCE SLA
o SERVICE AVAILABILITY
> Availability refers to customer's access point to the Level 3 Internet
network, including their Level 3 provided local access circuit, and
the
customer's port.
> Unavailability Events are defined as an outage of the Level 3 provided
local
access circuit and the customer's port of longer than 15 consecutive
minutes.
> The Availability Guarantee does not extend to the performance of
Internet
networks controlled by other companies, or traffic exchange points
(including
NAPs and MAEs) which are controlled by other companies.
> Availability does not include regularly scheduled or emergency
maintenance
events, or customer caused outages or disruptions.
> Customer may report service availability event of longer than 15
consecutive
minutes to Level 3 customer service within 48 hours of the event. If
the event
is confirmed by Level 3 customer service, the customer will receive a
pro-rated service credit that equals the time of the unavailability.
Page 12 of 18
13
ADDITIONAL TERMS AND CONDITIONS FOR
MANAGED MODEM - DEDICATED, QUICKSTART AND TRANSIT SERVICES
The following additional terms and conditions are applicable where,
pursuant to
a Customer Order Customer orders services required to allow access to
"Dedicated Services," "Dedicated Service with QuickStart" and "Transit
Services" as offered by Level 3 (the "Managed Modem Services") ordered
by
Customer under any Customer Order.
1. Any state or federal tariffs applicable to the Managed Modem Services
to be
delivered under any Customer Order are incorporated into the terms
thereof. The
Managed Modem Services shall at all times be used in compliance with
Level 3's
then-current Acceptable Use Policy and Privacy Policy, as amended by
Level 3
from time to time and which are available through Level 3's web site.
2. In the event Customer orders "Dedicated Service," end user traffic
will be
routed through and aggregated in Level 3's facility, sent to the
Customer's
Premises via a dedicated circuit, and then routed to its final
destination by
Customer. In the event that Customer orders "Transit Services," End User
traffic will be routed to Level 3's facility and then routed to its
final
destination by Level 3 via the Internet. Dedicated Service with
"QuickStart"
will initially be provisioned to the Customer in the same fashion as
Transit
Services, until such time as Level 3 has provisioned the dedicated
circuit to
send end user traffic from Level 3's facility to the Customer's
Premises.
QuickStart will then be migrated to standard Dedicated Service.
Customers
ordering Dedicated Services will be required to make a portion of the
Premises
available to Level 3 for the placement of equipment necessary to provide
such
Dedicated Services. For Dedicated Service, all Customer CPE as well as
the
private line necessary to support this service will be ordered,
installed and
managed by Level 3. Any telephone numbers used in providing the Managed
Modem
Services shall be released to Customer upon expiration or termination
hereof to
the extent that it is technically feasible for Level 3 to port packet
switched
telephone numbers and then only if Customer is in compliance with all of
the
terms contained herein or in the General Terms and Conditions.
3. Section 1.1 of the General Terms and Conditions for Delivery of
Service
notwithstanding, a Customer order for Managed Modem Service shall be
accepted
by Level 3 once Level 3 has provisioned and tested the ports. Customer's
billing respecting said ports shall commence once tested and found to be
functioning properly by Level 3 notwithstanding Customer's: i) refusal
to
accept the ports or ii) Customer's refusal to acknowledge communications
by
Level 3 to Customer respecting the ports. Termination liability shall
apply once
a Customer Order for these Services is accepted by Level 3.
4. Customer shall have the option to purchase twenty percent (20%) port
overage
from Level 3. If ordered, Level 3 shall provision an additional twenty
percent
(20%) of ports over the number of ports actually ordered by Customer to
accept
Customer traffic in the event Customer's traffic bursts and its usage
exceeds
the capacity of the ports actually ordered. In the event Customer
chooses not
to purchase twenty percent (20%) port overage from Level 3, if the
Customer's
traffic bursts as set forth above, Customer will get a busy signal in
the event
its ordered capacity is exceeded.
5. Customer must utilize all Managed Modem ports provisioned hereunder
at no
less than fifty percent (50%) of the capacity of such port. Customer
agrees to
allow Level 3 to monitor Customer's utilization of the ports provisioned
herein. In the event Customer is Under-Utilizing (as defined below) such
ports,
Level 3 retains the right to reclaim such ports after which Customer
shall have
no further right to use the ports Under-Utilized. Termination liability
shall
apply to any ports reclaimed pursuant to this paragraph.
6. The nonrecurring charges and monthly recurring rates for the Managed
Modem
Services provided by Level 3 to Customer shall be set forth in each
Customer
Order. Level 3 will dedicate the specified number of ports to Customer
in the
Level 3 facilities as identified in each Customer Order. Customer may be
responsible for additional monthly charges if Customer's use of the
Managed
Modem Services requires and utilizes more ports than the number
committed to
and ordered by Customer.
7. The rates and other charges set forth in each Customer Order are
established
in reliance on the term commitment made therein, and Customer agrees to
pay the
same. In the event that Customer terminates Managed Modem Services
ordered in
any Customer Order which is accepted by Level 3 or in the event that the
delivery of Managed Modem Services is terminated due to a failure of
Customer
to satisfy the requirements set forth herein or in the Customer Order
prior to
the end of the agreed term, Customer shall (unless Customer has made a
Revenue
Commitment) pay a termination
Page 14 of 18
14
charge equal to the percentage of the monthly recurring charges for the
terminated Managed Modem Services calculated as follows:
a. 100% of the monthly recurring charge that would have been incurred
for the
Managed Modem Service for months 1-12 of the agreed term; plus
b. 75% of the monthly recurring charge that would have been incurred
for the
Managed Modem Service for months 13-24 of the agreed term; plus
c. 50% of the monthly recurring charge that would have been incurred
for the
Managed Modem Service for months 25 through the end of the agreed term.
Customer may, in the event that a Revenue Commitment is made and is then
being
satisfied by Customer, terminate, rearrange or reconfigure the Managed
Modem
Services ordered under a Customer Order without payment of the
termination
charge specified above; PROVIDED, HOWEVER, that Customer shall be
responsible
for payment of Level 3's then-current standard nonrecurring charges for
such
termination, rearrangement or reconfiguration.
8. Level 3 provides only access to the Internet; Level 3 does not
operate or
control the information, services, opinions or other content of the
Internet.
Customer agrees that it shall make no claim whatsoever against Level 3
relating
to the content of the Internet or respecting any information, product,
service
or software ordered through or provided by virtue of the Internet.
9. Level 3 makes the Service Level Agreement attached as Exhibit "A"
respecting
Managed Modem Services.
Page 15 of 18
15
Standard Service Level Agreement (SLA)
Release 1
Managed Modem
Managed Modem service will be backed by a Service Delivery SLA.
NOTE: The total number of credits per month is limited to four days.
Service Delivery SLA
o 30 Calendar Day Installation Guarantee for Customers buying Managed
Modem service in speeds from 64 Kbps -- 1,544 Kbps within the
Standard
Service Area.
o 45 Calendar Day Installation Guarantee for Customers buying Managed
Modem service in speeds from 3 Mbps -- 45 Mbps within the Standard
Service Area.
o Single toll-free number to reach Level 3 Customer Service for all
customer
issues, including technical, billing, and product inquiries.
o Time to Respond - Within 30 minutes
o 2 hour calendar month Average Time To Repair (ATTR)
If Level 3 fails to meet any of the guarantees above, Level 3 will
review all
reported failures at the end of the month, and calculate the applicable
credits:
> Any customer inquiry to the Level 3 Customer Service Center that
results in
a Time to Respond of >30 minutes will result in a one day service
credit
when the customer notifies Level 3 of the failure.
> ATTR is calculated as a monthly average. All reported customer
trouble
tickets will be totaled over the month, then the average time to
close each
ticket will be calculated. If the ATTR is greater than 2 hours, the
customer
will receive a one day service credit.
> Credits will only be applied to events where the Customer reports a
failure
to the Level 3 Customer Care organization. Customers must report any
Service
Delivery failures within five business days of the event.
Page 16 of 18
16
ADDITIONAL TERMS AND CONDITIONS FOR
IP CROSSROADS
The following additional terms and conditions are applicable where,
pursuant to
a Customer Order, Customer orders IP CrossRoads.
1. Any state or federal tariffs applicable to the IP CrossRoads
Services to be
delivered under any Customer Order are incorporated into the terms
thereof. The
IP CrossRoads Services shall at all times be used in compliance with
Level 3's
then-current Acceptable Use Policy and Privacy Policy, as amended by
Level 3
from time to time and which are available through Level 3's web site.
2. The nonrecurring charges and monthly recurring rates for the IP
CrossRoads
Services provided by Level 3 to Customer are set forth in each Customer
Order.
3. The rates and other charges set forth in each Customer Order are
established
in reliance on the term and/or volume commitment made therein, and
Customer
agrees to pay the same. In the event that Customer terminates IP
CrossRoads
Services ordered in any Customer Order which is accepted by Level 3 or
in the
event that the delivery of IP CrossRoads Services is terminated due to a
failure
of Customer to satisfy the requirements set forth herein or in the
Customer
Order prior to the end of the agreed term, Customer shall (unless
Customer has
made a Revenue Commitment) pay a termination charge equal to the
percentage of
the monthly recurring charges for the terminated IP CrossRoads Services
calculated as follows:
a. 100% of the monthly recurring charge that would have been incurred
for the
IP CrossRoads Service for months 1-12 of the agreed term; plus
b. 75% of the monthly recurring charge that would have been incurred
for the IP
CrossRoads Service for months 13-24 of the agreed term; plus
c. 50% of the monthly recurring charge that would have been incurred
for the IP
CrossRoads Service for months 25 through the end of the agreed term.
Customer may, in the event that a Revenue Commitment is made and is then
being
satisfied by Customer, terminate, rearrange or reconfigure the IP
CrossRoads
Services ordered under a Customer Order without payment of the
termination
charge specified above; PROVIDED, HOWEVER, that Customer shall be
responsible
for payment of Level 3's then-current standard nonrecurring charges
applicable
to such termination, rearrangement or reconfiguration.
4. Level 3 provides only access to the Internet; Level 3 does not
operate or
control the information, services, opinions or other content of the
Internet.
Customer agrees that it shall make no claim whatsoever against Level 3
relating
to the content of the Internet or respecting any information, product,
service
or software ordered through or provided by virtue of the Internet.
5. If Customer orders IP CrossRoads Services pursuant to a Customer
Order, the
Customer shall be permitted to make two (2) changes to its Committed
Data Rate
each contract year, provided that such change be a higher Committed Data
Rate.
6. Level 3 reserves the right, but does not undertake the obligation,
to
provide any Customer or potential customer bound by a Nondisclosure
Agreement
access to a list of (i) Level 3's Customers which are connected to the
IP
CrossRoads Intra-Gateway Exchange Network Platform; and/or (ii)
Autonomous
Systems Internet Network Platform. By this Agreement, Customer consents
to such
disclosures.
Level 3 makes no guarantee of any Customer's willingness to exchange
Internet
traffic with any other customer. Level 3 will, however, use reasonable
efforts
to arrange an introduction between customers or prospective customers
bound by a
Nondisclosure Agreement to facilitate an agreement between them
respecting the
exchange of Internet traffic.
Level 3 undertakes no obligations and accepts no liability for the
configuration, management, performance or any other issue relating to
Customer's
routers or other customer provided equipment used for access to or the
exchange
of traffic in connection with Level 3'
