This Service Level Agreement (“SLA”) sets forth the provisions and commitments relating to service quality between S-NET Communications, Inc. (“S-NET”) and CUSTOMER for Services provided by S-NET pursuant to a Service Order and controlled by S-NET. CUSTOMER provided bandwidth and Customer-owned Hardware is expressly excluded. S-NET may offer additional Service specific service level standards with respect to the various Services that S-NET provides. In such event, a service schedule shall be added to this SLA. The provisions of this SLA shall apply to the interpretation of such service schedules. This SLA is hereby added as an Attachment to the Master Customer Agreement (“Agreement”) between CUSTOMER and S-NET. Undefined terms shall have the meaning provided in the Agreement.
- General Standard. S-NET will use reasonable efforts under the circumstances to maintain its overall network quality for S-NET Services. The quality of Service provided hereunder shall be consistent with other common carrier industry standards, government regulations, and sound business practices.
- Interruptions in Service. Subject to the provisions of Section 6 hereof, interruptions in Service caused by S-Net will be credited to CUSTOMER as set forth below.
- Credit for Interruptions. An interruption period begins when CUSTOMER reports an interruption through the opening of a trouble ticket and makes the affected Service available for testing and repair. An interruption period ends when the Service is operative. If CUSTOMER reports a Service to be inoperative but declines to make it available for testing and repair, it is considered to be impaired, but not interrupted, and not applicable for the credits provided herein.
- For calculating credit allowances, every month is considered to have 30 days. A credit allowance is applied on a pro rata basis against the monthly recurring charges for the affected service and is dependent upon the length of interruption. Only recurring monthly charges will be applicable to the credits calculation. No credit will be given on the usage sensitive portion of the Service.
- A credit allowance will be given for interruptions of 30 minutes or more, upon written request of the CUSTOMER no later than ten (10) business days after the occurrence of the outage. Credit allowances will be calculated as follows:
- If the interruption continues for less than 24 hours:
- 1/30 thof the monthly recurring charge if it is the first interruption in the same billing period.
- 2/30ths of the monthly recurring charge if there was a previous interruption of at least 24 hours in the same billing period.
- If the interruption continues for more than 24 hours, 1/30 thof the monthly recurring charge for the first 24 hours and 2/30ths of such rate for each additional 24 hours (or fraction thereof); however, if Service is interrupted for over 24 hours, more than once in the same billing period, the 2/30ths allowance applies to the first 24 hours of the second and subsequent interruptions.
- Two or more interruptions of thirty minutes or more during any one 24 hour period shall be considered as one interruption.
- Maximum Credit. In no event may the credits provided herein (either individually or on a cumulative basis) in any billing period exceed the total monthly recurring charges for that period for the affected Service. S-NET shall issue only one credit for the same incident in the same month, regardless of how many of the parameters above were affected. The credits set forth in this SLA shall be S-NET’S sole liability and CUSTOMER’S sole remedy in the event of any interruption and under no circumstances shall an interruption be deemed a breach of the Agreement.
- “Interruption” Defined. For the purpose of applying this provision, the word “interruption” (whether capitalized or not) shall mean a complete loss of service resulting in the inability to complete calls due to equipment malfunction or human errors for a continuous period of more than thirty (30) minutes. “Interruption” does not include, and no allowance shall be given, for service difficulties such as slow dial tone, circuits busy, latency or other network and/or switching capacity shortages. No allowance shall be made for interruptions due to electric power failure where, by the provision of this Agreement, CUSTOMER is responsible for providing electric power. Additional parameters (such as network availability, latency, packet loss and jitter) for coverage under the SLA in the event that CUSTOMER is purchasing data services are set forth in Schedules, such as Schedule B (as applicable) to this SLA.
- Limitations on Credit Allowances. No credit will be made for:
- Interruptions arising from the acts or omissions of, or non-compliance with the provisions of the Agreement or any Addendums thereto (including without limitation this SLA) by CUSTOMER or any authorized user, or any interruptions due to any party other than S-NET or for events happening on any party’s network, including but not limited to data service providers or other common carriers connected to, or providing service connected to, the Services provided by S-NET;
- Interruption due to the failure or malfunction of Customer-owned Hardware, non-S-NET equipment or bandwidth, including Service connected to CUSTOMER provided electric power;
- Interruptions of Service during any period which S-NET is not given full and free access to its facilities and equipment for the purpose of investigating and correcting interruptions;
- Interruptions of Service during any scheduled maintenance period or when CUSTOMER has released Service to S-NET for maintenance purposes or for implementation of a CUSTOMER order for a change in Service arrangements;
- Interruptions of Service due to force majeure events beyond the reasonable control of S-NET.
Schedule A | Data Service Parameters
Scope. This Schedule to the Service Level Agreement (“SLA”) between CUSTOMER and S-NET provides CUSTOMERS subscribing to the S-NET data Service with certain rights and remedies regarding the performance of the S-NET Data Network. The S-NET Data Network” is defined as the S-NET owned or leased and operated Data Protocol (IP) routing infrastructure consisting of Network to Network interfaces and selected S-NET points of presence (“POPs”) and the connections between them in the United States. The S-NET Network does not include (1) CUSTOMER premise equipment or Customer-owned Hardware; (ii) any local loop or access facilities connecting CUSTOMER’S premises to the S-NET POP; (iii) connections between S-NET’S network and other data service providers, or (iv) other data service provider networks. The terms of this Schedule to the SLA will take effect the first full calendar month after CUSTOMER’S first use of the S-NET data services. Undefined terms shall have the meaning provided in the Agreement.
Network Availability Guarantee and Remedy
- The S-NET Data Network shall be available to CUSTOMER free of Network Outages 100% of the time. A “Network Outage” is an instance in which CUSTOMER is unable to transmit and receive IP packets due to an S-NET Network outage for more than thirty (30) consecutive minutes.
- CUSTOMER shall be eligible for a credit for Network Outages occurring during any calendar month that are reported by CUSTOMER to S-NET (per the procedures set forth in the SLA) and confirmed by S-NET’s measurements of the S-NET Network. For calculating credit allowances, every month is considered to have thirty (30) days. A credit allowance is applied on a pro rata basis against the IP monthly recurring charges (“MRCs”) for the affected service and is dependent upon the length of the Network Outage, which is measured from the time the S-NET receives notice from the CUSTOMER of actual circuit unavailability (established by a Trouble Ticket) until restoration of the affected circuit by S-NET. Only those Services dependent on the interrupted portion of the circuit will receive a credit.
Latency Guarantee and Remedy
- The S-NET Data Network Average Round-Trip Latency shall be fifty (50) milliseconds or less. “Average Round-Trip Latency,” with respect to a given month, means the average time required for round-trip packet transfers between POPs on the S-NET Network during such month, as measured by S-NET.
- If Average Round-Trip Latency on the S-NET Data Network for a calendar month exceeds 50 milliseconds, then upon CUSTOMER’S request (in accordance with the procedure set forth in the SLA), S-NET will issue a credit to CUSTOMER equal to one day’s worth of the base IP MRC paid by CUSTOMER for such month. In order to qualify for the credit, CUSTOMER is responsible for reporting any suspected latency problems to S-NET within twenty-four hours from the time CUSTOMER becomes aware of the problem through the opening of a Trouble Ticket.
Packet Delivery Guarantee and Remedy
- The S-NET Data Network Average Packet Delivery shall be 99.9% or greater. “Average Packet Delivery,” with respect to a given month, means the average percentage of IP packets transmitted on the S-NET Network during such month that are successfully delivered, as measured by S-NET.
- If Average Packet Delivery falls below 99.9% during a calendar month, then upon CUSTOMER’S request (in accordance with the procedure set forth in the SLA) S-NET will issue a credit equal to one day’s worth of the base IP access fee paid by CUSTOMER for such month. In order to qualify for the credit, CUSTOMER is responsible for reporting any packet delivery problems to S-NET within twenty-four hours from the time CUSTOMER becomes aware of the problem through the opening of a Trouble Ticket.
Jitter Guarantee and Remedy (Not applicable to World Reach and/or Extended Reach Data CUSTOMERS)
- The S-NET Data Network Average Jitter Performance measurement shall be one (1) millisecond or less. “Jitter Performance,” with respect to a given month, is the average delay variation in the end-to-end delay between received packets of an IP or packet stream on the S-NET Network during such month, as measured by S-NET.
- If Average Jitter Performance on the S-NET Data Network for a calendar month exceeds one (1) millisecond, then upon CUSTOMER’S request (in accordance with the procedure set forth in the SLA) S-NET will issue a credit equal to one day’s worth of the base IP MRC paid by CUSTOMER for such month. In order to qualify for the credit, CUSTOMER is responsible for reporting any packet delivery problems to S-NET within twenty-four hours from the time CUSTOMER becomes aware of the problem through the opening of a Trouble Ticket.
Schedule B | Network and Security Services
1. Support Services
1.1 Help Desk.S-NET will provide CUSTOMER with technical support, available by telephone or email to assist CUSTOMER with its technical and operational inquiries related to the use of the S-NET Software. S-NET will provide, maintain and operate a help desk staffed by S-NET personnel with the required knowledge and expertise to respond to service calls, including, but not limited to, responding to technical or operational inquiries, creating electronic trouble tickets, assigning severity levels, and facilitating the resolution of the issue.
1.2 Updates and Upgrades. As part of Support Services, CUSTOMER will be entitled, without additional charge, to receive all Updates and Upgrades (when and if generally available). S-NET will make available to CUSTOMER, each Update or Upgrade no later than 30 days after the date on which it first becomes commercially available to S-NET’s CUTOMERS.
2. CUSTOMER Obligations
2.1 CUSTOMER will provide S-NET access to the S-NET Software as reasonably required to perform the Support Services. S-NET may require remote online access to perform system diagnostics and maintenance. If CUSTOMER is unable to provide remote access, onsite support may be available for an additional charge.
3. Supported S-NET Software
3.1 Upgrades of S-NET Software are supported for 2 years from the date of the first release.
3.2 Updates of S-NET Software are supported for the longer of two timeframes of either (a) 6 months from the date of release of its respective Upgrade or (b) 2 months after a subsequent Update.
4. Service Levels
4.1 ” Severity Level 1“shall mean an error in S-NET Software or any component thereof, that materially impairs (including loss of connectivity at a branch location), for any of CUSTOMER’S users, the use of a service or product provided by S-NET
4.2 ” Severity Level 2″ shall mean an error that disables a specific non-critical function of Customer Software, such as the reporting capabilities of the service or product provided by S-NET. The lost functionality impairs the operations to a degree that inhibits normal CUSTOMER system functions, but does not affect or otherwise impair the use of the service or product provided by S-NET. The error does not result in disruption of service, but requires a manual Workaround for use of S-NET Software.
4.3 ” Severity Level 3″ shall mean an error in S-NET Software or component thereof that has no significant effect on the functionality of S-NET Software and causes only minor inconvenience to the CUSTOMER (such as cosmetic problems in the user interface of the service or product provided by S-NET). Includes general questions by CUSTOMER regarding the functionality of S-NET Software.
4.4 “Workaround” means a temporary solution to a problem that allows the S-NET Software to function without material impairment.
5. Error Response
5.1.Error Response. S-NET will meet or exceed the minimum service levels set forth in the table below.
5.2. If S-NET cannot provide a final resolution within the applicable time to restore specified in the table above, S-NET shall provide a Workaround within such period and shall work diligently using its best efforts to provide a final resolution: (i) for Severity 1 errors, within 2 weeks after the receipt of notice of the error by S-NET from CUSTOMER; and (ii) for Severity 2 and 3 errors, within the next scheduled Update or Upgrade.