Service Order Agreement
Commercial Terms & Conditions

These Service Order Agreement Commercial Terms and Conditions are automatically incorporated by reference into the Service Order Agreement (the “Agreement”) by and between the customer executing the Agreement (“Customer”) and Consolidated Communications of Minnesota Company, DBA Consolidated Communications, together with its affiliates and subsidiaries (collectively, the “Provider”), and is applicable to the services and products specified on the Agreement (each, a “Service” and collectively, the “Services”), all as provided in the Agreement.

1. Provision of Services.  Provider shall provide the Services to Customer pursuant to the Agreement.

2. Term.

2.1 Initial Term(s).  The Agreement is legally binding and enforceable as of the date the Agreement is executed and delivered by Customer and Provider. The initial term for each Service shall commence (each, a “Service Commencement Date”) one (1) business day after Provider has notified Customer, via e-mail, facsimile or other means, that the ordered Service is available for testing (or retesting, if applicable), unless within that one (1) business day period, Customer notifies Provider in writing that the Service provided does not meet an applicable Service performance specification. Provider will use commercially reasonable efforts to install the Service(s) on the estimated delivery date agreed by the parties, provided that Provider does not guaranty that Services will be installed and provided on Customer's estimated delivery date.

2.2 Automatic Renewal Term(s).  Upon expiration of the initial term for each Service, the Agreement will automatically renew thereafter for successive additional term(s) of one (1) year for each Service (each, a “Renewal Term”), until the Agreement is terminated by either party by providing advance written notice of termination to the other party of at least ninety (90) days before the end of the initial term for each Service or any Renewal Term. Customer shall remain responsible for paying all monthly recurring charges for each Service.

3. Early Termination Fee.  Customer shall pay an early termination fee to Provider if any Service is terminated prior to the end of any term or upon cancellation by Customer of any Service (whether before or after the Service Commencement Date) prior to the end of the initial term for any Service, or the then-current Renewal Term for any Service, in the amount provided below (each, an “Early Termination Fee”). The Early Termination Fee will be the full amount of the monthly recurring Service fee for the terminated Service multiplied by the remaining months of the applicable Term. If Customer notifies Provider that it desires to terminate a Service prior to any Service Commencement Date, Provider reserves the right to recover from Customer all costs incurred by Provider in reliance on Customer’s agreement to order such Service under the Agreement, including, but not limited to; off-net circuit contracts and penalties, Customer-specific hardware, survey and permit fees, internal and external installation and expedite fees, and a minimum of one month of monthly recurring Service fees. The Early Termination Fee is due in full upon termination of the applicable Service(s).

4. Service Order Procedures.  From time to time, Customer may submit a request to Provider for certain additional Services (ancillary, i.e., new circuit board, features only) via electronic submission or customer service. Any such additional Services shall also be governed by the terms and conditions of the Agreement, including with respect to the Service Commencement Date and Renewal Term provisions herein.

5. Use of the Services.  Subject to the terms and conditions of the Agreement, Customer shall have the right to use the Services for any lawful purpose in furtherance of Customer’s internal business operations, provided Customer shall not, without the prior written consent of Provider, directly or indirectly resell or transfer all or any part of the Services to any other party, including, without limitation, providers of telecommunication services. Customer agrees that it will not: use Services for any purpose other than that for which it is intended or in violation of any law or regulation or in aid of any unlawful act; violate Provider’s Acceptable Use Policy in effect as of the date of the applicable Location Detail, interfere with the use of Provider’s Services by other customers or authorized users, or the operation of Provider’s network or equipment; or open or otherwise tamper with any of the equipment installed or provided by Provider. In any instance in which Provider believes in good faith that there is a breach of these use of Services requirements, Provider may immediately restrict, suspend or discontinue providing Services or prevent the display or transmission of content provided as part of the Services, without liability on the part of Provider, and then notify Customer of the action that Provider has taken and the reason for such action.

6. Compensation.  The monthly recurring charges commence on the applicable Service Commencement Date for each Service. Customer shall pay to Provider as compensation for the Services the amounts set forth in the Agreement. One-time, non-recurring fees shall be due in full on the applicable Service Commencement Date. Recurring monthly charges for Services, including for colocation fees, shall be billed one month in advance. Usage-based charges, including without limitation long distance charges, shall be invoiced each month in arrears. Provider reserves the right to adjust monthly service rates due to increases in television network programming costs and other tariffed services that are outside of Provider’s control and Customer shall not be entitled to terminate the Agreement as a result of such increases. All invoices are due in full within thirty (30) days after the date of the invoice. Disputes of unpaid charges must be in writing and must be received at Provider’s address within sixty (60) days after the date such payments are due. If Customer does not dispute unpaid charges within sixty (60) days, then Customer shall have irrevocably waived all claims in connection therewith. In the event any payment due under this Agreement is not received by Provider when due, in addition to all other remedies available to Provider at law or in equity, Customer agrees to pay a monthly late fee on the unpaid amounts due to Provider of one and one-half percent (1.5%) of such amounts from the due date until paid in full, plus all costs of collection incurred by Provider, including reasonable attorney’s fees and expenses. Monthly recurring fees for any partial first or last month of the Term shall be prorated based on the number of days in such month falling within the Term.

7. Taxes, Surcharges, and Fees.  Customer shall pay all federal, state, and locally mandated or allowed taxes (collectively, "Taxes"), and surcharges, fees, user’s fees and universal service contributions (collectively, “Fees”) incurred by Provider (except for taxes based on Provider’s net income) in connection with: (i) the sale and delivery of the Services and/or the use of the Services provided to Customer; or (ii) Customer’s delivery of the Services hereunder to third parties, if permitted by Provider. If Customer resells any Services with Provider’s permission pursuant to Section 3 above or is otherwise exempt from Taxes, Customer shall provide Provider with a reseller’s certificate or other appropriate exemption document for Taxes for each applicable jurisdiction. Customer acknowledges that even if Customer may be exempt from Taxes, Customer will not be exempt from paying Fees. Customer shall indemnify, defend, and hold harmless Provider from all Taxes and Fees and universal service contributions that may be assessed to Provider for disallowed exempt sales. 

8. Ownership and Control of Facilities and Network Addresses.

8.1 The equipment and facilities used by Provider to provide the Services are and shall at all times remain the sole and exclusive property of Provider and/or the third parties from whom such equipment and facilities are or may be leased by Provider.

8.2 Any and all network addresses provided to Customer under the Agreement (if applicable) shall at all times remain the property of Provider and are non-transferable. Provider hereby grants to Customer a license to use such network addresses during the Term but only for the purposes and as contemplated by the Agreement. Customer shall have no right to such network addresses upon expiration or termination of this Agreement. Customer agrees that Customer's license to use such network addresses during the Term is revocable and is for non-portable network address space. Network addresses may be re-numbered by Provider as deemed necessary by Provider.

9.  Additional Equipment for Services; Interface.  Customer shall provide, at its sole cost and expense, any and all additional electronic equipment and other facilities necessary for its use of the Services other than those provided by Provider (the “Additional Equipment”). Unless otherwise agreed in writing, Provider shall have no obligations with respect to the provision, installation or maintenance of the Additional Equipment. Customer shall pay the cost of interfacing to Provider’s demarcation point.

10. Customer Responsibilities.  Customer is responsible for canceling any existing services not provided by Provider that will be replaced by the Services on or after the applicable Service Commencement Date. Customer will at all times cooperate with Provider and comply with the following Customer site preparation requirements:

a.     Customer is responsible for promptly responding to requests for information Provider deems necessary for the performance of Services. Customer will designate a dedicated, knowledgeable contact person with authority to act on Customer’s behalf to work with Provider in the performance of Services. This contact person should have working knowledge of standard IT infrastructure, equipment, and software for data and voice services. Customer will be responsible for communicating with Customer’s own users of the Services, and for responding to all service issues and trouble reports made by such users.

b.     Customer is responsible at its own expense for all site preparation activities necessary for or prerequisite to the provision of Services at any Customer premises, including, but not limited to, providing conduit, entrance facilities, inside conduit to MPOP, space, grounding, AC Power, a suitable environment for equipment, and cabling beyond demarcation. Customer will ensure the environmental conditions (as specified by the applicable manufacturer) are maintained for the Provider-supplied equipment and Customer-supplied equipment used in connection with delivery of Services.

c.     Customer is responsible at all times for verification of the proper functioning of its metered circuit operations (e.g., dial back-up or dial-on-demand).

d.     Customer is responsible for providing the appropriate environmental conditions for any equipment or facilities of Provider housed on Customer's property, as reasonably requested by Provider, including, without limitation, adequate power supply with back-up generation (in the event of a power failure), heating and cooling, and security controls. Provider shall have the right on a 24-hour-per-day seven-day-per-week basis, but upon reasonable advance notice to Customer where practicable, to inspect all facilities and equipment to ensure proper functioning of the Service and Customer’s proper usage of the Service.

e.     Customer is responsible for promptly notifying Provider of events at Customer's premises that may affect the performance of Services, including all Force Majeure events described in Section 14 below.

f.      Customer is responsible to pay Provider at Provider’s then-prevailing rates for labor and materials supplied by Provider as a result of (i) changes to the Service demarcation point or Customer Network (as defined below) termination point, or (ii) software or hardware changes made by Customer which cause degradation or outages to the Services and necessitates Provider corrective actions, or (iii) moves, additions, changes or modifications to equipment or Network requested by Customer.

g.     If Customer is purchasing managed Services, Customer is responsible for (i) providing Provider with a list of persons authorized to initiate trouble reports on behalf of the Customer and access network performance information via web application or other form of communication, (ii) allowing Provider unblocked access through the network and firewall for all managed devices, and (iii) providing one (1) business day advance notice to Provider of any Customer initiated maintenance such as contact, schedule or network device configuration changes.

h.     At all times, the Customer is solely responsible for the security of Customer’s system that encompasses interconnected computer systems with the services purchased from Provider (the “Network”). Provider does not supply features or capabilities to detect, deny, or hinder in any way others from trying to gain access to the Network. Customer is responsible to ensure reasonable security practices are implemented whenever the Network will interface with Provider’s network.

i.      If Customer is purchasing voice Services, Customer agrees to appoint Provider as Customer's agent to arrange for interconnection from carrier or Provider points of presence to Customer's facilities (“Local Access”), provided that Provider may rely on the local exchange carrier (“LEC”) or other third parties for installation of Local Access service. Provider shall have no liability to Customer in the event Local Access service is not available on the requested service date.

j.      Customer is responsible to safeguard its network against unauthorized access to long distance services, to monitor and maintain policies regarding toll usage, or 900 calls and to ensure the effectiveness of any restrictions put in place as part of the Services and to pay for any toll or 900 call charges. Customer will not tamper with or reconfigure any equipment or software to falsify Customer’s caller ID by data or voice. Falsifications may violate state and federal laws.

k.     Customer shall comply with all terms and conditions and obligations of Customer set forth in the Performance Specifications Addendum(s) attached to these Commercial Terms and Conditions.

11. SLA.

11.1 Service Standards. Provider represents and warrants that (a) it will use commercially reasonable efforts to provide and maintain Provider’s on-net Services during the Term in compliance with the applicable performance specifications set forth in the Performance Specifications Addendum in effect as of the date of the Agreement, (the “Performance Specifications”). Customer’s sole remedy for failure of the Services to meet the Performance Specifications and for any Service Interruptions (as defined below) shall be for Provider to grant Customer the service credits referenced in Section 11.4 below. 

11.2 Regulated Services. All Services provided by Provider that are regulated by the Federal Communications Commission, or a state regulatory commission, will comply with all legally required performance service standards and rules and Provider tariffs filed with such agencies. Upon written notice from Customer that the Services do not meet such standards, Provider will take all commercially reasonable steps necessary to conform to the applicable legal standards. To the extent required by applicable law, Provider will provide administrative and testing functions related to such Services and will monitor the quality of the switching services and initiate capacity additions or other corrective actions to maintain appropriate levels of service. 

11.3        Extended Service Areas. Provider may contract with third party providers for Services outside of Provider’s coverage area. In those instances, the Services will be denoted as “Extended” on the Agreement.  Actual installation and repair support may be performed by a third party technician. Standard performance specifications for the Services will not apply but the Provider will resolve any performance issues or repairs using commercially reasonable efforts.

11.4 Service Interruption Credits. A “Service Interruption” means a period in which a Service failure causes a complete loss of traffic or when the Service is inoperative as defined in the applicable Performance Specifications. A Service Interruption will be deemed to have occurred only if the Service becomes unusable to Customer as a result of failure of Provider’s facilities, equipment or personnel used to provide the Service in question. In the event of a Service Interruption, Customer will receive credit allowances for the period of Service Interruption with respect to each Service affected by such Service Interruption as follows:

11.4.1 Provider will grant Customer a credit allowance for a Service Interruption calculated and credited in 30-minute increments. Unless otherwise noted on the Agreement, Customer shall be credited for a Service Interruption in excess of a) 2 hours at the rate of 1/720 of the monthly recurring charge applicable to the Service which is subject to the Service Interruption for each half hour thereof that a Service Interruption continues, such Service Interruption to be measured from (i) the time of notice by Customer to Provider that a Service Interruption has occurred or upon Provider’s detection of a Service Interruption, whichever is earlier, to (ii) the time such Service is restored. A credit will be granted only if Customer specifically requests such credit in writing within sixty (60) days of the Service Interruption. In no event shall Customer receive service credits of any kind against charges for an affected Service which in the aggregate exceeds 100% of the monthly recurring charge for the affected Service during any consecutive thirty (30) day period.

11.4.2 Notwithstanding anything herein to the contrary, no Service credit shall be granted for a Service Interruption resulting from (i) the negligence or willful misconduct of Customer or its agents, (ii) the failure or malfunction of Customer's equipment, (iii) the failure of any facilities, equipment or service of the applicable LEC or other third party provider or otherwise not reasonably within Provider's control, (iv) an outage on an off-net portion of a circuit that is not owned by Provider; (v) scheduled maintenance; (vi) a Force Majeure event, or (vii) any order, law, regulation or directive of any foreign, federal, state or local government.

12. Limitation of Warranties and Liability.  THE EXPRESS WARRANTIES AND REMEDIES STATED HEREIN ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES OR REMEDIES. PROVIDER DISCLAIMS ALL OTHER EXPRESS AND IMPLIED WARRANTIES OR IN FACT OR BY OPERATION OF LAW, STATUTORY OR OTHERWISE, WITH RESPECT TO THE SERVICES, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF TITLE, NONINFRINGEMENT, OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ALL SERVICES ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS WITHOUT OTHER WARRANTIES OF ANY KIND AND HEREBY DISCLAIMS ALL OTHER WARRANTIES. NO ADVICE OR INFORMATION GIVEN BY PROVIDER’S EMPLOYEES, AGENTS OR CONTRACTORS SHALL CREATE A WARRANTY. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, UNDER NO CIRCUMSTANCES SHALL PROVIDER BE LIABLE CUSTOMER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOST PROFITS) THAT RESULT FROM THE PERFORMANCE OR NON-PERFORMANCE OF PROVIDER OF ANY SERVICES HEREUNDER.

CUSTOMER ACKNOWLEDGES THERE ARE INHERENT RISKS IN INTERNET CONNECTIVITY THAT COULD RESULT IN THE LOSS OF CUSTOMER PRIVACY AND PROPERTY, INCLUDING CONFIDENTIAL INFORMATION. PROVIDER DOES NOT ASSUME ANY LIABILITY FOR ANY DAMAGE, THEFT OR LOSS TO CUSTOMER’S PROPERTY (INCLUDING, WITHOUT LIMITATION, CUSTOMER EQUIPMENT AND DATA) RESULTING FROM THE ACTS OR OMISSIONS OF ANY THIRD PARTY NOT INVOLVED IN THE PROVISION OF SERVICES, INCLUDING, WITHOUT LIMITATION, ANY UNAUTHORIZED PHYSICAL OR NON-PHYSICAL ACCESS (SUCH AS HACKING). ANY SUCH DAMAGE OR LOSS WILL BE THE EXCLUSIVE RESPONSIBILITY OF THE THIRD PARTY WHO CAUSED SUCH LOSS OR DAMAGE. CUSTOMER ACKNOWLEDGES THAT THIS LIMITATION FORMS AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES AND THAT THIS LIMITATION ON LIABILITY SURVIVES ANY REMEDY’S FAILURE OF ESSENTIAL PURPOSE.

In addition to the foregoing, Provider, its contractors, subcontractors, agents and employees will have no liability to Customer or to any other person or entity for any claims based on or arising out of: (a) the combination, operation, or use of Services in a manner for which they were neither designed nor contemplated; (b) any modification of Services, equipment or software by Customer or by any third party; or (c) infringement of any patent, trademark, copyright or any other intellectual property rights, it being acknowledged and understood by Customer that Provider does not own any of the foregoing intellectual property and is merely acting as an agent of such equipment manufacturer or third party software company. Customer further acknowledges that it may and will only look to such third-parties to exercise any warranties such third-parties have made directly to Customer by any such equipment manufacturer or third-party software company and not to Provider, who makes only the limited express warranties herein. Without limiting the foregoing provisions, Provider’s total liability to Customer for damages, from any cause whatsoever, and regardless of the form of action, whether in contract or in tort, including negligence, is limited to actual damages, but not to exceed the AGGREGATE AMOUNT OF fees paid by Customer to Provider DURING THE LAST TWELVE (12) MONTHS IN CONNECTION WITH Services that caused the damages.

13. Default; Remedies.

13.1 Provider Default and Customer Remedies. In the event Customer believes Provider is in material default of a material term of this Agreement, Customer will give Provider written notice of default, setting forth the nature of the default. Provider will have thirty (30) days following receipt of Customer’s notice to determine whether there is a default and, if it determines that a default has occurred and is ongoing, to cure such default or to take reasonable steps to cure such default if such default cannot reasonably be cured within such 30-day period. In the event of the failure of Provider to substantially cure such default or to take reasonable steps set forth above, this Agreement and/or the applicable Schedule, at Customer’s option and upon written notice to Provider, will terminate and all obligations of Customer to make payments to Provider for Services not yet performed will cease upon delivery of written notice to Provider by Customer. THIS SECTION 13.1 AND THE SERVICE CREDITS IN SECTION 11.4 SET FORTH ABOVE ARE CUSTOMER'S SOLE AND EXCLUSIVE REMEDIES FOR ANY BREACH OF THIS AGREEMENT BY PROVIDER. In addition, Customer hereby irrevocably waives any and all rights Customer may have to assert any claims against Provider except for those expressly contemplated and permitted herein.

13.2 Customer Default and Provider Remedies. Customer will be in default under this Agreement in the event Customer fails (a) to pay any amounts when due, and does not cure such breach within thirty (30) business days of notice; or (b) to correct any default in the performance and observance of any other material term, covenant or obligation of Customer as set forth in the Agreement, herein, or any Performance Specifications, and does not cure such breach within thirty (30) days of notice. While such default is uncured, Provider will have no further obligation to provide Services to Customer and Provider may terminate this Agreement. In addition, Customer will remain obligated to pay to Provider: 1) as liquidated damages for loss of bargain and not as a penalty, all amounts then in default together with any amount of the Early Termination Fee described in Section 3 above; plus 2) all costs and expenses, including attorneys’ fees and expenses incurred by Provider in enforcing its rights and remedies hereunder. The remedies provided in favor of Provider in the Agreement, herein, or any Performance Specifications will not be deemed exclusive or alternative, but will be cumulative and will be in addition to any and all other remedies existing at law or in equity and/or as set forth in this Agreement. The failure or delay of Provider to exercise any rights or remedies under this Agreement will not constitute a waiver of such rights or remedies.

14. Force Majeure.

14.1 Events of Force Majeure. Neither party shall be responsible or liable for or deemed in breach of this Agreement because of any delay or failure in the performance of its obligations under this Agreement due to circumstances beyond the reasonable control of the party experiencing such delay or failure, including, but not limited to, acts of God; unusually severe weather conditions; strikes or other labor difficulties; war, riots, terrorism, actions or failures to act on the part of governmental authorities preventing performance; accident; fire; damage to or breakdown of necessary facilities (including, without limitation, the inability to obtain necessary parts and equipment); transportation or transmission delays, curtailments or accidents (each such cause, “Force Majeure”). For the duration of a Force Majeure event preventing the delivery of a Service, the payment obligation for that Service will be suspended for a corresponding duration.

14.2 Notice; Removal of Force Majeure.  The party asserting that an event of Force Majeure has occurred shall provide prompt written notice to the other party of the occurrence and the expected duration of the Force Majeure event. The affected party shall use commercially reasonable efforts to avoid or remove the Force Majeure event.

14.3 Termination.   Notwithstanding anything herein to the contrary, if the Force Majeure delay continues for thirty (30) days or more, either party may terminate the affected Services upon written notice to the other party, without penalty or liability for early termination.

15. Indemnity.  Customer shall indemnify, defend and hold Provider harmless from any and all claims, costs, expenses, liabilities, losses and any damages, including attorneys’ fees and expenses, alleged or suffered or incurred as a result of or relating to (a) bodily injury or death of any person or loss of or damage to real or personal property or to the environment to the extent that such claim, suit, damage or expense was caused by any negligent act or omission or willful misconduct of Customer, (b) Customer’s or its end users’ use of Services (including, without limitation, any fraud, abuse, or misuse of Services and any toll charges, whether or not known to Customer), (c) Customer’s breach of this Agreement, and (d) intellectual property infringement allegations or claims, including without limitation all such third party claims.

16. Miscellaneous.

16.1. Non-Waiver. A waiver by either party of any default or breach by the other party of the covenants, terms or conditions herein or failure of a party to require strict performance by the other party of the terms of this Agreement shall not bar such party from its right to enforce such covenants, terms or conditions or to pursue its rights arising out of any subsequent default or breach thereafter by the other party.

16.2 Relationship between Parties. Each party hereto is an independent contractor under this Agreement, and no license, joint venture or partnership, express or implied, is granted, created or intended. If the Agreement is entered into by more than one Customer, each is jointly and severally liable for all agreements, covenants and obligations hereunder. Neither party has the authority to bind the other party, or act for the other party, in any manner or capacity.

16.3 Confidentiality. Each party agrees to keep the Agreement and the other party’s Confidential Information (as defined below) strictly confidential, and not to appropriate the other party’s Confidential Information for its own use or disclose the other party’s Confidential Information to anyone other than its employees on a need-to-know basis, and only then if such persons agree to maintain its confidentiality. Upon termination of the Agreement, each party will return to the other party all of the other party’s Confidential Information which it has in its possession, including all copies, reproductions and excerpts. “Confidential Information” means information not generally known to outside persons, which is proprietary to the party, including trade secret information about processes, methods, products, systems, pricing, technology, prototypes, plans, drawings, designs, configurations, models, samples, blueprints, know-how, business plans, financing, agents, suppliers and customers. All such information about a party will be presumed to be Confidential Information, regardless of whether it is so marked or identified. Notwithstanding the foregoing, the following will not be considered Confidential Information:

a.     Any information that a party can demonstrate was in its legitimate possession prior to the time of disclosure by the other party;

b.     Any information that was in the public domain prior to disclosure by a party to the other party, or that comes into the public domain through no fault of the other party;

c.     Any information which is disclosed to a party by a third party who has legitimate possession thereof and the right to make such disclosure; and

d.     Any information that a party is required to disclose by a court or government body.

16.4 Customer Proprietary Network Information (CPNI). Provider will have access to certain CPNI. Under Federal Law, FCC Rule 47 CFR Part 64, subpart U, the Customer has a right to and the Provider has a duty to protect the confidentiality of CPNI. CPNI may be useful to tailor services to Customer and enhance Provider's ability to meet Customer's needs. Customer expressly authorizes Provider and its affiliates or its sales representatives to use CPNI to determine if Customer could benefit from other services offered by Provider and its affiliates and to market them to the Customer. Customer may withdraw its authorization at any time by informing Provider in writing. Any such withdrawal will not affect the quality of Service provided hereunder.

16.5 Non-Solicitation.  Customer agrees not to solicit for employment, hire or contract for the services of any Provider employees, directly or indirectly, from the effective date of this Agreement until one (1) year after the completion and expiration of all of the Schedules relating to Services. This Section 16.5 shall survive the termination of the Agreement.

16.6 Customer Identification.  Customer agrees that Provider may identify Customer as a customer of Provider and recipient of the Services from Provider, for the purpose of advertising the sales by Provider of similar services to third parties.

16.7 Notices. Except as otherwise provided herein to the contrary, all notices, demands, requests, or other communications which are required to be given, served, or sent by one party to the other pursuant to this Agreement shall be in writing, and shall be personally delivered; mailed, postage pre-paid, by registered or certified mail; or sent by a reliable overnight courier service with delivery verification.

Notices to Provider shall be addressed to:

Consolidated Communications, Attn: Senior Vice President of Sales, 2950 Xenium Lane North, Plymouth, MN  55441

With a copy to:

Consolidated Communications, Attn: Regulatory Department, 221 East Hickory Street, Mankato, MN 56001.

Notices to Customer shall be addressed to:

Customer at the address specified on the Agreement.                                          

Each notice, demand, request, or communication which is mailed or delivered in the manner described above shall be deemed sufficiently given, served, sent or received for all purposes at such time as it is delivered to the addressee first named above for each party (with the return receipt of verification of delivery being deemed conclusive evidence of such notice), or at such time as delivery is refused by addressee upon presentation.

16.8 Assignment.  Customer may not assign its rights, duties or obligations under this Agreement to any third party, in whole or in part, without Provider’s prior written consent, such consent shall not be unreasonably withheld. Provider may assign its rights, duties or obligations under this Agreement without Customer’s consent, and may use subcontractors in the performance of Services.

16.9 Dispute Resolution.   In the event of any unresolved claim, controversy or dispute between the parties under this Agreement, the parties shall first use commercially reasonable efforts to resolve such dispute informally, pursuant to the procedures set forth below. The persons directly responsible for the administration of the Agreement shall first attempt to resolve any dispute informally. If such dispute is not resolved within five (5) business days, the dispute shall be escalated to the management or officers of the parties having final authority to resolve such dispute. If the management or officers are unable to resolve the dispute within five (5) business days after escalation (or such longer period as mutually agreed in writing by the parties), then the informal dispute resolution process shall be deemed exhausted and either party may thereafter seek any remedies available to such party pursuant to the terms and conditions of this Agreement.

16.10 Choice of Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota, without regard to its choice of law provisions.

16.11 Severability. The provisions of the Agreement are severable, and if any provision hereof is declared to be void by a court of competent jurisdiction, that provision shall be severed from this Agreement and the remaining provisions shall be effective as if the void term were not included herein.

16.12 Binding Effect. This Agreement is binding upon execution, and will inure to the benefit of, each of the parties and their respective successors and permitted assigns.

16.13 Operations Procedures. Customer and Provider shall comply with the following operations and escalation procedures:

a.     In the event of a Customer-initiated trouble report or service interruption, the Customer shall contact Provider’s 24/7 Network Operations Center by calling 844.968.7224 (844.YOUR.CCI). Each party will maintain communication with the other party throughout the status of the trouble resolution.

b.     The following information will be exchanged at the time of notification by Provider or in the event of a Customer-initiated trouble report: 

i.      The name and telephone number of the person who is reporting the trouble event.

ii.     The date and time of the trouble report.

iii.    Provider circuit identification numbers.

iv.    Customer circuit identification number.

v.     The specifics relating to the trouble report.

16.14 Limitations.  No cause of action, regardless of form, arising out of this Agreement, may be brought by either party more than one (1) year after the cause of action has arisen or, in the case of non-payment, more than one (1) year from the date the last payment was due.

 

16.14 Resolution of Inconsistencies.  In the event of any inconsistency regarding any of the terms of the Agreement, the terms and conditions contained in a specific addendum shall govern and control and not the terms and conditions contained in these Service Order Agreement Commercial Terms and Conditions. 


 

PERFORMANCE SPECIFICATIONS ADDENDUM
TO COMMERCIAL TERMS AND CONDITIONS

 

The Customer shall operate all equipment and systems interconnected to Provider’s network in a manner consistent and compliant with the applicable Performance Specifications.   Provider shall use commercially reasonable efforts to provide the Services in accordance with the applicable Performance Specifications shown below.   Only the Performance Specifications applicable to the Services ordered by Customer on the Service Order Agreement shall apply to Customer’s Services.

 


 


Dedicated Ethernet Services

 

Interconnection Specifications

Ethernet service will be delivered at standard 10/100/1000 Mbps interfaces. The signal characteristics and supported MAC Layers at the Network Interface (NI) will be as specified in the IEEE 802.3-2002 standard. Unless mutually agreed upon by Provider and Customer, the Physical NI for Gigabit Ethernet Services delivered on the core ring will be a duplex FC-PC connector on Provider’s Fiber Distribution Panel (FDP). For 10/100 Ethernet Service at remote sites, the Physical NI will be at an RJ-45 jack on the Rate Interface Converter (Media Converter).

 

Performance Standards:

 

General

Ethernet service standards apply on a one-way basis between the Ethernet Service points of demarcation (DEMARC), which are designated Category 5 Patch Panel for electrical, and FDP for optical interfaces in the Provider equipment bay. Ethernet service standards exclude nonperformance due to force majeure or planned interruptions for necessary maintenance purposes. The actual end-to-end availability and performance of Ethernet service may be affected by the Customer provided equipment, dependent upon the type and quality of Customer equipment used.

 

Bit Error Rate

The bit error rate (BER) is the percentage of bits that have errors relative to the total number of bits received in a transmission. The end-to-end Bit Error Rate standards for Ethernet service are:

Specification

Ethernet Service

Bit Error Rate

Less Than 1 x 10-3

 

 

 

 

Packet Loss

Performance is noted in terms of packet loss. Packet Loss Ratio is defined as percentage of in-profile Ethernet frames not reliably delivered between Provider DEMARCs over a given measurement interval. The Packet Loss Ratio standards for end-to-end portions of Ethernet service are:

Specification

Monthly Average

Packet Loss Ratio

No more than 0.1%

 

 

 

 

Availability Objective

Availability is a percentage of total time that service is operative when measured over a 30 consecutive day (720 hour) period. The end-to-end availability standards for Ethernet service are:

Specification

Availability

With Single Cable Entrance

99.90%

With Dual Cable Entrance

99.95%

 

 

 

 

 

Unavailability

Ethernet service is considered unavailable when there has been a loss of signal, or a Bit Error Rate greater than or equal to the rate specified in the Bit Error Rate section of this Exhibit for ten or more consecutive seconds.

 

Repair and Scheduled Maintenance

Repair efforts will be undertaken upon notification of trouble by internal network surveillance and performance systems or by notification of trouble and release of Ethernet service by the customer for testing. Customer will be notified a minimum of five (5) business days in advance of any scheduled maintenance. Scheduled maintenance will be performed in a manner that minimizes any system interruption, and will be performed between 12:00 a.m. and 6:00 a.m. local time. Performance and availability standards shall not apply during scheduled maintenance periods.



Dedicated Internet Services

Interconnection Specifications

Internet service will be delivered using American National Standards Institute (ANSI) specifications. The signal characteristics and supported MAC Layers at the Network Interface (NI) will be as specified in the ANSI standards.  The Physical NI will be dependent on the physical data rate contracted.

 

Performance Standards:

 

General

Internet availability standards apply on a one-way basis between the Internet Service point of demarcation (DEMARC) and Provider’s ingress/egress Internet uplinks. Internet service performance standards apply on a one-way basis between Provider’s edge router and Provider’s ingress/egress Internet uplinks. Internet service standards exclude nonperformance due to force majeure or planned interruptions for necessary maintenance purposes. The actual availability and performance of Internet service may be affected by the Customer provided equipment, dependent upon the type and quality of Customer equipment used.

 

Latency and Packet Loss

Performance is noted in terms of latency and packet loss. Latency is defined as the average time it takes a packet to travel round trip from Provider’s edge routers and the Internet ingress/egress points over a given measurement interval. Packet Loss Ratio is defined as percentage of in-profile Internet frames not reliably delivered between Provider’s edge routers and the Internet ingress/egress points over a given measurement interval. The Latency and Packet Loss Ratio standards for Internet service are:

Specification

Monthly Average

Latency

No more than 30ms

Packet Loss Ratio

No more than 0.5%

 

Availability Objective

Availability is a percentage of total time that service is operative when measured over a 30 consecutive day (720 hour) period. The end-to-end availability standards for Internet service are:

Specification

Availability

With Single Cable Entrance

99.90%

With Dual Cable Entrance

99.99%

 

Inoperability

Internet service is considered inoperative when there has been a loss of signal, or a packet loss ratio greater than 0.5%.

 

Repair and Scheduled Maintenance

Repair efforts will be undertaken upon notification of trouble by internal network surveillance and performance systems or by notification of trouble and release of Internet service by the customer for testing. Customer will be notified a minimum of five (5) business days in advance of any scheduled maintenance. Scheduled maintenance will be performed in a manner that minimizes any system interruption. Performance and availability standards shall not apply during scheduled maintenance periods.


 

Dynamic Bandwidth Services

Service standards apply to the Dynamic Bandwidth Service points of demarcation (DEMARC) which are designated from the Customer demarcation point which is designated as the NIU for TDM delivery or NID for Ethernet delivery, and Internet Services (a dedicated, high-speed network connection between the Customer’s premise through to the Provider Tier I Internet Protocol Backbone Provider's domestic network and routing services, based upon the TCP/IP). The specific bandwidth and, therefore, the speed or rate at which Customer may transmit and receive data via its Internet connection, is specified by the selected port speed set forth in this Agreement.

Availability

Availability is a percentage of total time that service is operative when measured over a 365 consecutive day (8,760 hour) period.

 

Inoperability

Dynamic Bandwidth service is considered inoperative when there has been a loss of signal, or Packet Loss, Jitter or Latency do not meet the performance specifications below within any Calendar month.

 

See performance specifications for Internet and delivery service type below.

 

Specifications

See performance specifications for Internet and delivery service type below.

Mean Time to Repair

Mean Time to Repair (MTTRepair) is a basic measure of the maintainability of repairable items. It represents the average time required to repair a failed component or device.   

Specification

Monthly Average

Dynamic Bandwidth

4 Hours

 

Mean Time to Repair CPE Extended Service Area

Mean Time to Repair (MTTRepair) is a basic measure of the maintainability of repairable items. It represents the average time required to repair a failed component or device.   Extended Service Area refers to areas outside of direct field technician coverage, whereas the use of a third party may be utilized for purposes of installation and repair support.

Dynamic Bandwidth – Extended Service Area

Next Business Day

Dynamic Bandwidth – Extended Service Area - Upgrade

4 Hours

 

Mean Time to Respond

Mean Time to Respond (MTTRespond) is a measure of the average time required to acknowledge the trouble ticket and dispatch technical personnel if required. 

Specification

Monthly Average

Mean time to Respond

1 hour

 

Repair and Scheduled Maintenance

Repair efforts will be undertaken upon notification of trouble by internal network surveillance and performance systems or by notification of trouble and release of Dynamic Bandwidth service by the customer for testing. Customer will be notified a minimum of five (5) business days in advance of any scheduled maintenance. Scheduled maintenance will be performed in a manner that minimizes any system interruption. Performance and availability standards shall not apply during scheduled maintenance periods.


 

Ethernet Switched Services

 

Interconnection Specifications

Ethernet service will be delivered at standard 10/100/1000 Mbps interfaces. The signal characteristics and supported MAC Layers at the Network Interface (NI) will be as specified in the IEEE 802.3-2002 standard. Unless mutually agreed upon by Provider and Customer, the Physical NI for Gigabit Ethernet Services delivered on the core ring will be a duplex FC-PC connector on Provider’s Fiber Distribution Panel (FDP). For 10/100 Ethernet Service at remote sites, the Physical NI will be at an RJ-45 jack on the Rate Interface Converter (Media Converter).

 

Performance Standards

Ethernet service standards apply on a one-way basis between the Ethernet Service points of demarcation (DEMARC), which are Provider installed designated Category 5 Patch Panel for electrical, FDP for optical interfaces or Provider edge equipment service port when patch panels are not utilized. When a 3rd party provider is used to extend the Provider network, standards apply only to the Provider networks handoff (Network to Network Interface) to the 3rd party.  Ethernet service standards exclude nonperformance due to force majeure or planned interruptions for necessary maintenance purposes. The actual end-to-end availability and performance of Ethernet service may be affected by the Customer provided equipment, dependent upon the type and quality of Customer equipment used.

 

Availability Objective

Availability is a percentage of total time that service is operative when measured over a 30 consecutive day (720 hour) period. The end-to-end availability standards for Ethernet service are:

Specification

Availability

Fiber Access– Linear and Ring Protection with Redundant CPE

99.999%

Fiber Access – Linear and Ring Protection with Non Redundant CPE

99.99%

Copper Access

99.95%

 

Inoperability

Ethernet service is considered inoperative when there has been a loss of signal, or Packet Loss, Jitter or Latency does not meet the performance specifications below within any Calendar month.

 

Packet Loss

Performance is noted in terms of packet loss. Packet Loss Ratio is defined as percentage of in-profile Ethernet frames not reliably delivered between Provider DEMARCs over a given measurement interval. The Packet Loss Ratio standards for end-to-end portions of Internet service are:

Specification

Monthly Average

Packet Loss Ratio

No more than 0.5%

 

Latency

Latency, also known as delay, is a measure of the time required to transmit a Service Frame from the source to the destination across the Layer 2 Ethernet network and back to the source. The Latency standard for Ethernet service is:

Specification

Monthly Average

Latency

<30ms (Round Trip)

 

Jitter

Jitter is a variation of latency. It is the variation in time between packets arriving, caused by network congestion, timing drift, or route changes. End-to-end Jitter standards for Ethernet service are:

Specification

Ethernet Service

Jitter Rate

No more than 1ms

 

 

Mean Time to Repair

Mean Time to Repair (MTTRepair) is a basic measure of the maintainability of repairable items. It represents the average time required to repair a failed component or device.   

Specification

Monthly Average

Mean time to Repair

4 hours

 

Mean Time to Repair CPE Extended Service Area

Mean Time to Repair (MTTRepair) is a basic measure of the maintainability of repairable items. It represents the average time required to repair a failed component or device.   Extended Service Area refers to areas outside of direct field technician coverage, whereas the use of a third party may be utilized for purposes of installation and repair support.

Ethernet Switched Service – Extended Service Area

Next Business Day

Ethernet Switched Service – Extended Service Area - Upgrade

4 Hours

 

Mean Time to Respond

Mean Time to Respond (MTTRespond) is a measure of the average time required to acknowledge the trouble ticket and dispatch technical personnel if required. 

Specification

Monthly Average

Mean time to Respond

1 hour

 

Repair and Scheduled Maintenance

Repair efforts will be undertaken upon notification of trouble by internal network surveillance and performance systems or by notification of trouble and release of Ethernet service by the customer for testing. Customer will be notified a minimum of five (5) business days in advance of any scheduled maintenance. Scheduled maintenance will be performed in a manner that minimizes any system interruption. Performance and availability standards shall not apply during scheduled maintenance periods.



Hosted Microsoft Exchange

The Customer shall operate all equipment and systems interconnected to Provider’s network in a manner consistent and compliant with the Performance Specifications. Provider shall use reasonable efforts to provide the Services in accordance with the applicable Performance Specifications shown below. Only the Performance Specifications applicable to the Services ordered by Customer on the Service Order Agreement shall apply to Customer’s Services.

 

Account Management Services 

Defined as: all systems, software, and web-based control panels that provide Customer the ability to manage and provision Services.

 

Service Availability

Defined as the ability to send and receive email via Outlook Web Access. The Service Availability Objective for Hosted Microsoft Exchange is 99.99% and is the percentage of total time that Hosted Microsoft Exchange is available via Outlook Web Access when measured over a 30 consecutive day (720 hour) period.  This takes into account mailbox storage limits along with all items defined in Downtime & Repair and Scheduled Maintenance below:

 

Downtime

Defined as any period of time when users are unable to send or receive email via Outlook Web Access. Downtime does not include the period of time when the Service is not available as a result of: (i) Scheduled Downtime; or (ii) the acts or omissions of Customer or in direct relation to Customer configuration of the Customer’s administration portal(s); (iii) Customer’s requested changes that may cause Service to be suspended; (iv) Customer’s hardware or software; (v) Actions or inactions of Customer; or (vi) Factors outside Provider's reasonable control.

 

Repair and Scheduled Maintenance

Customer will be notified a minimum of five (5) business days in advance of any scheduled maintenance. Scheduled maintenance will be performed in a manner that minimizes any system interruption. Performance and availability standards shall not apply during scheduled maintenance periods.

 

Configuration Requirements and Acceptable Use

Customers must adhere to any required configurations, use supported platforms, and follow any policies for acceptable use found at www.enventis.com/aup in order to receive a Service Credit.

 

Service Credits

The amount and method of calculation of Service Credits is described below:

  • Upon Customer’s submission of a Service Availability Credit request, if Provider fails to meet the Service Availability Objective, as measured by Provider, for any calendar month, Customer will be eligible for a Service Availability Credit in the amount of 1/720 of the Net MRC for each one hour period that Provider fails to meet the Service Availability Objective.
  • Service Credits are Customer’s sole and exclusive financial remedy for any violation of this SLA.
  • The Service Credits awarded in any calendar month shall not, under any circumstance, exceed Customer’s monthly service fees.
  • Service Credits do not apply to one-time fees associated with this service.
  • This SLA is subject to the terms and conditions of your Service Agreement. 

 

Service Level Agreement for Long Distance Services

 

Domestic Outbound 1+ Calling

Long Distance Calls originated by Customer dialing 1+ AC + 7 digit number to locations throughout North America (including all 50 states), Puerto Rico, Guam, Saipan, and US Virgin Islands.  Rates include transport and call termination.

Domestic Inbound 1+ Calling (Toll Free Services)

Long Distance calls terminated to Customer without charge to the originating caller for calls made from locations throughout the continental United States (lower 48 states).  Rates include call origination and transport of calls.

Services Provided:

Customer has access to Provider’s LD Service 7 days per week, 24 hours per day and may transmit video, data and other communications of their choice to intrastate (within the state) or interstate (outside the state) destinations.

Where Customer contracts with Provider for Long Distance services, Provider will restrict international toll, utilizing 011+ dialing pattern, and off-shore domestic toll to non-U.S. countries, utilizing 1+ dialing pattern. Such restriction may be removed by the Provider if requested in writing by the Customer.  Customer is responsible for its network security management and agrees to safeguard against unauthorized access to the long distance network, and to assume financial liability if such security fails.  In the event such unauthorized access occurs that stimulates toll usage billing, the customer is responsible to pay for all toll traffic switch expenses incurred caused by the unauthorized access.  Customer hereby agrees to indemnify and defend Provider from and against any claims or charges made against or incurred by Provider resulting from all authorized or unauthorized toll and long distance charges.

 

Additional Provisions for Long Distance Services

Customer will be billed for domestic long distance service on a usage basis in six (6) second increments with a six (6) second increment minimum.  Customer will be billed for international long distance service on a usage basis in sixty (60) second increments with a sixty (60) second increment minimum.

Rates for services are dependent upon the Customer’s service commitment in agreement with Company.

Optional Calling Plans are available in bundled minutes.

Optional Calling Plans are applied at the billing account level.  The minutes of use for all phone numbers under the billing account can be eligible under the Optional Calling Plan depending on call type and jurisdiction.  Operator Assistance, Directory Assistance and international calls outside the US and Canada are not included in minutes of an Optional Calling Plan.   All Optional Calling Plan minutes are applied to calls on a “first in” basis by billing cycle for the entire billing account.  International calls will be billed at Providers current international rates published on www.enventis.com/ldrates.htm.

Limitation of Company’s Liability

Without limiting the general terms of Section 10 of the Commercial Terms and Conditions, the Customer assumes all risks other than those resulting from gross negligence or willful misconduct associated with the provision of long distance Services and delivery of messages, and the liability of Provider for damages resulting in whole or in part from mistakes, omissions, interruptions, delays, errors or other defects in the long distance Services provided shall not exceed its billed charges for the defective call or calls. 


 

Managed Services

Managed Service Repair Objectives and Priority Levels

 

Level 1 - Serious impairment or loss of service; immediate action required.  Connection is down or inoperable.  The situation is causing a critical impact to business operations.  Problem cannot be circumvented.

Communication – Hourly Status Updates

Clearance Objective – Two Hours

 

Level 2 - Service is severely degraded.  The situation is causing a significant impact to portions of productivity and operations.  Problem cannot be circumvented.

Communication – Status Updates every Four Hours

Clearance Objective – Eight Hours

 

Level 3 - Productivity and operations are slightly degraded; however, the problem can be circumvented.  Level 3 also includes maintenance issues.

Communication – Status Updates within 48 hours

Clearance Objective – Two Days

 

Level 4 - Productivity and operations are not affected.  Inquiries, upgrade requests, passwords, customer outages/maintenance, routing changes are included in Level 4.

Clearance Objective – Five Days

 

Mean Time to Repair CPE Extended Service Area

Mean Time to Repair (MTTRepair) is a basic measure of the maintainability of repairable items. It represents the average time required to repair a failed component or device.   Extended Service Area refers to areas outside of direct field technician coverage, whereas the use of a third party may be utilized for purposes of installation and repair support.

Managed Router – Extended Service Area

Next Business Day

Managed Router – Extended Service Area - Upgrade

4 Hours


 

MPLS Services

Interconnection Specifications

MPLS service will be delivered using American National Standards Institute (ANSI) specifications. The signal characteristics and supported MAC layers at the Network Interface (NI) will be as specified in the ANSI standards. The physical NI will be dependent on the physical data rate contracted.

 

Performance Standards:

 

General

MPLS availability standards apply between the MPLS service points of demarcation (DEMARC). MPLS service performance standards for latency and packet loss apply on a bi-directional basis between the Provider edge routers. MPLS service performance standards for jitter apply on a one-way basis between Provider’s edge routers. MPLS service standards exclude nonperformance due to force majeure or planned interruptions for necessary maintenance purposes. The actual availability and performance of MPLS service may be affected by the Customer provided equipment, dependent upon the type and quality of Customer equipment used.

 

Latency, Packet Loss and Jitter

Performance is noted in terms of latency, packet loss and jitter. Latency is defined as the average time it takes a packet to travel round trip between the Provider edge routers over a given measurement interval. Packet Loss Ratio is defined as a percentage of in-profile MPLS frames not reliably delivered between the Provider edge routers over a given measurement interval. Jitter is determined by measuring the mean deviation of the difference in packet spacing at the receiver compared to the sender for a pair of packets. Provider calculates the mean by sampling the network frequently and averaging the results over a given measurement interval. The latency, packet loss ratio and jitter standards for MPLS service are:

Specification

Monthly Average

Latency

No more than 30ms

Packet Loss Ratio

No more than 0.5%

Jitter

No more than 5ms

 

Availability Objective

Availability is a percentage of total time that service is operative when measured over a 30 consecutive day (720 hour) period. The end-to-end availability standards for MPLS service are:

Specification

Availability

With Single Cable Entrance

99.99%

With Dual Cable Entrance

99.995%

 

Inoperability

MPLS service is considered inoperative when there has been a loss of signal, or a packet loss ratio greater than 0.5%.

 

Repair and Schedule Maintenance

Repair efforts will be undertaken upon notification of trouble by internal network surveillance and performance systems or by notification of trouble and release of MPLS service by the customer for testing. Customer will be notified a minimum of five (5) business days in advance of any scheduled maintenance. Scheduled maintenance will be performed in a manner that minimizes any system interruption. Performance and availability standards shall not apply during scheduled maintenance periods.


 

Failover

  • Failover begins once the primary Provider transport service suffers a Service Interruption rendering the service completely inoperable.  This solution does not account for packet loss, network congestion, or other degradation issues that may occur on the primary Provider network connection.
  • In the event the primary Provider service experiences a Service Interruption, all traffic would fail over to Customer’s third party connection. 
  • Customer is responsible for contracting the appropriate IP Sec Failover bandwidth size to accommodate the failover of the primary Provider service.
  • There may be up to a 30 second delay before the primary Provider service would failover to the secondary connection. 
  • If voice services are being provided on the primary Provider service, Provider does not make any guarantee that voice calls remain active during a failover situation.  Additionally, voice quality may be affected while running on the secondary circuit.
  • Provider makes no guarantees of service uptime, latency, jitter and packet loss on the IP Sec Failover Service. Any such guarantees shall be obtained from Customer's third party secondary provider.
  • All of the values are best case and are not guaranteed– there are circumstances such as circuit degradation and/or circuit “bouncing” that would present transport issues without necessarily failing over to the secondary IP Sec connection.
  • Services will be restored on the primary Provider transport connection as soon as the primary service circuit comes back up and the appropriate routes have been propagated to Provider's Edge Router.
  • When service is provided through Customer's third party provider, such third party provider is completely responsible for all of Customer's services until Provider's primary services are completely restored.
  • Failover is not eligible for any service credits.

 

Private Line Services – DS1

 

Interconnection Specifications

DS1 service specifications are defined in the American National Standards Institute ANSI T1.102 – 1987 Digital Hierarchy, Electrical Interfaces, ANSI T1.403 – Network to Customer Installation DS1 Metallic Interface and AT&T Technical Reference TR 62411. DS1 service is offered at the following Digital Signal Rate:

DS Level

Rate

DS1

1.544 Mbps

 

Performance Standards:

 

General

DS1 service standards apply on a one-way basis between the DS1 Service points of demarcation (DEMARC) which are designated DSX-1 jack field locations in the Provider or Customer DSX-1 jack field bay. DS1 service standards exclude nonperformance due to force majeure or planned interruptions for necessary maintenance purposes. The actual end-to-end availability and performance of DS1 service may be affected by the Customer provided equipment, dependent upon the type and quality of Customer equipment used.

 

Bit Error Rate

The bit error rate (BER) is the percentage of bits that have errors relative to the total number of bits received in a transmission. The end-to-end Bit Error Rate standards for DS1 service are:

Specification

DS1 Service

Bit Error Rate

Less Than 1 x 10-7

 

Error Free Seconds

Performance is noted in Error Free Seconds (EFS), the percentage of total seconds that do not contain bit errors when measured over a 24-hour consecutive period. Performance shall be measured on a one-way basis using a Pseudo-Random Bit Sequence test pattern as defined in the CCITT Recommendation 0.151. The Error Free Second standards for end-to-end portions of DS1 service are:

Specification

DS1 Service

Error-Free Seconds

99.96%

 

Latency for On-Net Services Only

Latency shall be less than 30 ms per 1,000 linear V&H miles.

 

Availability Objective

Availability is a percentage of total time that service is operative when measured over a 30 consecutive day (720 hour) period. The end-to-end availability standards for DS1 service are:

Specification

DS1 Service

Availability End-to-End

99.99%

 

Inoperability

DS1 service is considered inoperative when there has been a loss of signal, or a Bit Error Rate greater than or equal to the rate specified in the Error Bit Rate section of this Exhibit for ten or more consecutive seconds.

 

Repair and Scheduled Maintenance

Repair efforts will be undertaken upon notification of trouble by internal network surveillance and performance systems or by notification of trouble and release of DS1 service by the customer for testing. Customer will be notified a minimum of five (5) business days in advance of any scheduled maintenance. Scheduled maintenance will be performed in a manner that minimizes any system interruption. Performance and availability standards shall not apply during scheduled maintenance periods.


 

Private Line Services – DS3

Interconnection Specifications

DS3 service specifications are defined in the American National Standards Institute ANSI T1.102 – 1987 Digital Hierarchy, Electrical Interfaces, ANSI T1.107 – DS3 format applications and ANSI T1.404 – Network to Customer Installation DS3 Metallic and AT&T TR 62415 Access Specification for High Capacity (DS1/DS3) Dedicated Digital Services. DS3 service is offered at the following Digital Signal Rate:

DS Level

Rate

DS3

44.736 Mbps

 

Performance Standards:

 

General

DS3 service standards apply on a one-way basis between the DS3 service points of demarcation (DEMARC) which are designated DSX-3 jack field locations in the Provider or Customer DSX-3 jack field bay. DS3 service standards exclude nonperformance due to force majeure or planned interruptions for necessary maintenance purposes. The actual end-to-end availability and performance of DS3 service may be affected by the Customer provided equipment, dependent upon the type and quality of Customer equipment used.

 

Bit Error Rate

The bit error rate (BER) is the percentage of bits that have errors relative to the total number of bits received in a transmission. The end-to-end Bit Error Rate standards for DS3 service are:

Specification

DS3 Service

Bit Error Rate

Less Than 1 x 10-7

 

Error Free Seconds

Performance is noted in Error Free Seconds (EFS), the percentage of total seconds that do not contain bit errors when measured over a 24-hour consecutive period. Performance shall be measured on a one-way basis using a Pseudo-Random Bit Sequence test pattern as defined in the CCITT Recommendation 0.151. The Error Free Second standards for end-to-end portions of DS3 service are:

Specification

DS3 Service

Error-Free Seconds

99.96%

 

Latency for On-Net Services Only

Latency shall be less than 30 ms per 1,000 linear V&H miles.

 

Availability Objective

Availability is a percentage of total time that service is operative when measured over a 30 consecutive day (720 hour) period. The end-to-end availability standards for DS3 service are:

Specification

DS3 Service

Availability End-to-End

At least 99.99%

 

Inoperability

DS3 service is considered inoperative when there has been a loss of signal, or a Bit Error Rate greater than or equal to the rate specified in the Error Bit Rate section of this Exhibit for ten or more consecutive seconds.

 

Repair and Scheduled Maintenance

Repair efforts will be undertaken upon notification of trouble by internal network surveillance and performance systems or by notification of trouble and release of DS3 service by the customer for testing. Customer will be notified a minimum of five (5) business days in advance of any scheduled maintenance. Scheduled maintenance will be performed in a manner that minimizes any system interruption. Performance and availability standards shall not apply during scheduled maintenance periods.


 

Private Line Services - SONET

Interconnection Specifications

SONET service specifications are defined in the American National Standards Institute ANSI T1.105.X: SONET and ANSI T1.119: SONET family of standards and the Telecordia Technologies GR253 CORE: SONET Transport Systems: Common Generic Criteria. SONET service is offered at the following optical carrier levels:

Optical Carrier Level

Rate

OC-3

155.520 Mbps

OC-12

622.080 Mbps

OC-48

2488.320 Mbps

 

Performance Standards:

 

General

SONET service standards apply on a one-way basis between the SONET service points of demarcation (DEMARC) which are designated Fiber Distribution Panels (FDPs) located in the Provider or Customer FDP bay. SONET service standards exclude nonperformance due to force majeure or planned interruptions for necessary maintenance purposes. The actual end-to-end availability and performance of SONET service may be affected by the Customer provided equipment, dependent upon the type and quality of Customer equipment used.

 

Bit Error Rate

The bit error rate (BER) is the percentage of bits that have errors relative to the total number of bits received in a transmission. The end-to-end Bit Error Rate standards for SONET service are:

Specification

SONET Service

Bit Error Rate

Less Than 1 x 10-7

 

Error Free Seconds

Performance is noted in Error Free Seconds (EFS), the percentage of total seconds that do not contain bit errors when measured over a 24-hour consecutive period. Performance shall be measured on a one-way basis using a Pseudo-Random Bit Sequence test pattern as defined in ITU-T Recommendation G.826. The Error Free Second standards for end-to-end portions of SONET service are:

Specification

SONET Service

Error-Free Seconds

99.9975%

 

Latency for On-Net Services Only

Latency shall be less than 30 ms per 1,000 linear V&H miles.

 

Availability Objective

Availability is a percentage of total time that service is operative when measured over a 30 consecutive day (720 hour) period. The end-to-end availability standards for SONET service are: Specification

SONET Service

Availability End-to-End

At least 99.999%

 

Inoperability

SONET service is considered inoperative when there has been a loss of signal, or a Bit Error Rate greater than or equal to the rate specified in the Error Bit Rate section of this Exhibit for ten or more consecutive seconds.

 

Repair and Scheduled Maintenance

Repair efforts will be undertaken upon notification of trouble by internal network surveillance and performance systems or by notification of trouble and release of SONET service by the customer for testing. Customer will be notified a minimum of five (5) business days in advance of any scheduled maintenance. Scheduled maintenance will be performed in a manner that minimizes any system interruption. Performance and availability standards shall not apply during scheduled maintenance periods.


 

Private Line Services - Wavelength

 

Linear Unprotected Wavelength Service

Linear unprotected wavelength services consist of one set of bi-directional waves between an A and Z location. At each end location, the service is handed off via two fibers to the Customer. Linear unprotected wavelength service is offered at the following speeds:  1 Gigabit Ethernet, 2.5Gbit, 10Gbit SONET, 10Gbit Ethernet (LAN or WAN). Storage Area Networks (SAN) technology supports the following: 1 Gbps Fiber Channel, 2 Gbps Fiber Channel, 4 Gbps Fiber Channel, IBM FICON, ISC Compat and ISC – 3 (1 Gbps/2 Gbps).

 

Path Protected Wavelength Service

Path protected wavelength services consist of two sets of route-diverse bidirectional waves between an A and Z location. At each end location the Customer will receive either: two fibers (for Ycable protection) or four fibers (for 1+1 protection). Path protected wavelength service is offered at the following speeds: 1 Gigabit Ethernet, 2.5Gbit, 10Gbit SONET, 10Gbit Ethernet (LAN or WAN). Path protected wavelength services for 2.5Gbit and 10Gbit are available as either 1+1 or Ycable.

 

Interconnection Specifications

Wavelength service specifications are provided in accordance with the following ITU-T dations: G957 for 2.5G Waves, G691 for 10G Waves. Customer’s source systems will operate within the industry standard 1310nm and 1550nm wavelengths using short reach, intermediate reach or long reach optics per GR-253 Core.

 

Performance Standards

 

General

Wavelength service standards apply on a transponder-based point-to-point basis between the Wavelength service points of demarcation (DEMARC) which are designated Fiber Distribution Panels (FDPs) located in the Provider or Customer FDP bay.  Wavelength service standards exclude nonperformance due to force majeure or planned interruptions for necessary maintenance purposes.  The actual end-to-end availability and performance of Wavelength service may be affected by the Customer provided equipment, dependent upon the type and quality of Customer equipment used.

 

Bit Error Rate

The bit error rate (BER) is the percentage of bits that have errors relative to the total number of bits received in a transmission.  The end-to-end Bit Error Rate standards for Wavelength service are:

Specification

Wavelength Service

Bit Error Rate

Less Than 1 x 10-12

 

Availability Objective

Availability is a percentage of total time that service is operative when measured over a 30 consecutive day (720 hour) period. The end-to-end availability standards for Wavelength service are:

Specification

Linear Unprotected

Wavelength Service

Path Protected

Wavelength Service

Availability End-to-End

At least 99.7%

At least 99.999%

 

Unavailability

Wavelength service is considered unavailable when there has been a loss of signal, or a Bit Error Rate greater than or equal to the rate specified in Section 3.2 of this Exhibit for ten or more consecutive seconds.

 

Repair and Scheduled Maintenance

Repair efforts will be undertaken upon notification of trouble by internal network surveillance and performance systems or by notification of trouble and release of Wavelength service by the customer for testing.  Customer will be notified a minimum of ten (10) business days in advance of any scheduled maintenance. Scheduled maintenance will be performed in a manner that minimizes any system interruption, and will be performed between 12:00 a.m. and 6:00 a.m. local time. Performance and availability standards shall not apply during scheduled maintenance periods.

 

Mean Time to Repair

Mean Time to Repair (MTTR) is a basic measure of the maintainability of repairable items. It represents the average time required to repair a failed component or device. The average monthly MTTR objective is four (4) hours.


 

SIP Trunking

Service standards apply to the SIP Trunking Service points of demarcation (DEMARC) which are designated from the Customer demarcation point which is designated as the NIU for TDM delivery or NID for Ethernet delivery, and Internet Services (a dedicated, high-speed network connection between the Customer’s premise through to the Provider Tier I Internet Protocol Backbone Provider's domestic network and routing services, based upon the TCP/IP). The specific bandwidth and, therefore, the speed or rate at which Customer may transmit and receive data via its Internet connection, is specified by the selected port speed set forth in this Agreement.

 

Availability

Availability is a percentage of total time that service is operative when measured over a 365 consecutive day (8,760 hour) period.

 

Inoperability

SIP Trunk service is considered inoperative when there has been a loss of signal, or Packet Loss, Jitter or Latency do not meet the performance specifications below within any Calendar month.

 

See performance specifications for Internet and delivery service type below.

 

Specifications

 

See performance specifications for Internet and delivery service type below.

 

Mean Time to Repair

Mean Time to Repair (MTTRepair) is a basic measure of the maintainability of repairable items. It represents the average time required to repair a failed component or device.   

Specification

Monthly Average

SIP Trunking

4 hours

 

Mean Time to Repair CPE Extended Service Area

Mean Time to Repair (MTTRepair) is a basic measure of the maintainability of repairable items. It represents the average time required to repair a failed component or device.   Extended Service Area refers to areas outside of direct field technician coverage, whereas the use of a third party may be utilized for purposes of installation and repair support.

SIP Trunking – Extended Service Area

Next Business Day

SIP Trunking – Extended Service Area - Upgrade

4 Hours

 

Mean Time to Respond

Mean Time to Respond (MTTRespond) is a measure of the average time required to acknowledge the trouble ticket and dispatch technical personnel if required. 

Specification

Monthly Average

Mean time to Respond

1 hour

 

Repair and Scheduled Maintenance

Repair efforts will be undertaken upon notification of trouble by internal network surveillance and performance systems or by notification of trouble and release of SIP Trunking service by the customer for testing. Customer will be notified a minimum of five (5) business days in advance of any scheduled maintenance. Scheduled maintenance will be performed in a manner that minimizes any system interruption. Performance and availability standards shall not apply during scheduled maintenance periods.