Single Point Global Product-specific Attachment for Ethernet Dedicated Internet Service

[Version: 1.4]

The following additional terms and conditions are applicable to Sales Orders for Single Point Global’ s Ethernet Dedicated Internet Service:

DEFINITIONS

Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the General Terms and Conditions (“General Terms and Conditions”).

“Demarcation Point” means the point of interconnection between the Network and Customer’s provided equipment located at a Service Location. In some cases, the Demarcation Point shall be the User to Network Interface (UNI) port on Single Point Global Equipment at a Service Location.

“Estimated Availability Date” means the target date for delivery of Service.

“Interconnection Facilities” means transmission capacity provided by Single Point Global, Customer or a third-party supplier to extend the Single Point Global Equipment from a Single Point Global terminal to any other location (e.g., a local loop provided by a local exchange company or other communications company).

“Network”  consists of the Single Point Global Equipment, facilities, its partners or 3rd party representatives fiber optic, ethernet, or coax cable associated with electronics and other equipment used to provide the Services(s).

For the purposes of this PSA, “Services(s)” means Ethernet Dedicated Internet Services.

ARTICLE 1. SERVICES

This attachment shall apply to Ethernet Dedicated Internet Service. A further description of the Service is set forth in Schedule A-1 hereto which is incorporated herein by reference.

ARTICLE 2. PROVISIONING INTERVAL

Following its acceptance of a Sales Order, Single Point Global shall notify Customer of the Estimated Availability Date applicable to that Sales Order. Single Point Global shall use commercially reasonable efforts to provision the Service on or before the Estimated Availability Date; provided, however, that Single Point Global’ s failure to provision by said date shall not constitute a breach of the Agreement.

ARTICLE 3. SERVICE COMMENCEMENT DATE

The Service Commencement Date shall be defined as the date(s) on which Single Point Global first makes the Service available for use by Customer.   Following payment of all Fees due under the applicable Sales Order, Single Point Global shall notify Customer when the Service is available for use (“Availability Notification”).  Charges for the Service shall begin to accrue as of the Service Commencement Date.

ARTICLE 4. NETWORK

4.1      Ownership, Impairment and Removal of Network, The Network is and shall remain the property of Single Point Global regardless of whether installed within or upon the Service Location(s) and whether installed overhead, above, or underground and shall not be considered a fixture or an addition to the land or the Service Location(s) located thereon. Customer agrees that it shall take no action that directly or indirectly impairs Single Point Global’s title to the Network, or any portion thereof, or exposes Single Point Global to any claim, lien, encumbrance, or legal process, except as otherwise agreed in writing by the Parties.  Nothing in this Agreement shall preclude Single Point Global from using the Network for services provided to other Single Point Global customers. For a period of twelve (12) months following Single Point Global’ s discontinuance of Service to the Service Location(s), Single Point Global retains the right to remove the Network including, but not limited to, that portion of the Network that is located in the Service Location.  To the extent Single Point Global removes such portion of the Network it shall be responsible for returning the Service Location(s) to its prior condition, reasonable wear and tear excepted.

4.2       Customer-Provided Equipment (“CE”).  Single Point Global shall have no obligation to install, operate, or maintain CE unless included with Service(s) specified within a Sales Order. If not included, Customer shall have sole responsibility for providing maintenance, repair, operation, and replacement of all CE, inside telephone wiring and other Customer equipment and facilities on the Customer’s side of the Demarcation Point. Neither Single Point Global nor its employees, Affiliates, agents, or contractors will be liable for any damage, loss, or destruction to CE, unless caused by the negligence of Single Point Global or its Affiliates, contractors or agents or is in Single Point Global’ s possession. CE at all times be compatible with the Network or Service(s) as determined by Single Point Global in its sole discretion.

ARTICLE 5. TERMINATION CHARGES; PORTABILITY; UPGRADES

5.1       Term. The charges set forth or referenced in each Sales Order have been extended to Customer in reliance on the Service Term set forth therein.

5.2       Termination Charges for Services. In the event Customer terminates Service following the execution of a Sales Order but prior to the end of the applicable Service Term, Customer shall pay 100% of the remaining Service Term. Termination Charges shall be paid in 30 days of invoice date and payable upon cancellation or termination and shall be in addition to any and all accrued and unpaid charges for the Service rendered by Single Point Global through the date of cancellation or termination.

5.3       Exclusions. Termination Charges shall not apply to Service terminated by Customer as a result of Single Point Global’ s material and uncured breach in accordance with Article 5.3 of the General Terms and Conditions. If, in any single calendar month, Single Point Global violates three (3) SLA’s or violates five (5) SLAs in a three-month period, then, Customer may terminate the applicable Service for cause and without termination fee by notifying Single Point Global within five (5) days following the end of such calendar month. Termination will be effective thirty (30) days after receipt of such notice by Single Point Global.

5.4       Portability. Customer may terminate an existing Sales Order and turn up a replacement Sales Order without incurring Termination Charges with respect to the Existing Service, provided that (a) the Replacement Service must have a Service Term equal to or greater than the complete Service Term of the Existing Service; (b) the Replacement Service must have monthly recurring charges equal to or greater than the monthly recurring charges for the Existing Service; (c) Customer submits a Sales Order to Single Point Global for the Replacement Service before terminating the Existing Service and that order is accepted by Single Point Global; (d) the fiber service provider is the same carrier utilized by Single Point Global to provide the Service(s).

5.5       Upgrades. Customer may upgrade the speed or capacity of an Existing Service without incurring Termination Charges, provided that (A) the upgraded Service (the “Upgraded Service”) must assume the remaining Service Term of the Existing Service; (B) the Upgraded Service must have the same points of termination on Single Point Global’ s Network as the Existing Service; (C) Customer submits a Sales Order to Single Point Global for the Upgraded Service and that order is accepted by Single Point Global; (D) Customer pays Single Point Global’ s applicable nonrecurring charges for the upgrade; and (E) Customer agrees to pay the applicable monthly recurring charges for the Upgraded Service commencing with the upgrade.

5.6      Credits. In the event that Customer is entitled to multiple credits arising from the same event, whether under this SLA or any other SLAs, Customer shall be entitled to receive only the maximum single credit available for such event. A credit shall be applied only to the month in which the incident took place and will appear on the invoice for the month following. Customer shall not be eligible to receive any credits for periods during which Customer received any Service(s) free of charge.

ARTICLE 6. ADDITIONAL OBLIGATIONS

6.1       Cross-connects. As necessary for the interconnection of the Service with services provided by others, Single Point Global may request (as applicable), and Customer will provide to Single Point Global, circuit facility assignment information, firm order commitment information, and design layout records necessary to enable Single Point Global to make the necessary cross-connection between the Service and Customer’s other service provider(s). Single Point Global may charge Customer nonrecurring and monthly recurring cross-connect charges to make such connections.

6.2       Monitoring of Services.  Except as otherwise expressly set forth in this PSA, Single Point Global assumes no obligation to pre-screen or monitor Customer’s use of the Service, including without limitation postings and/or transmission.  However, Customer acknowledges and agrees that Single Point Global and its agents shall have the right to pre-screen and monitor such use from time to time and to use and disclose such results to the extent necessary to operate the Service, to ensure compliance with applicable use policies, to protect the rights and/or property of Single Point Global and its customers and users, or in emergencies when physical safety is at issue, and that Single Point Global may disclose the same to the extent necessary to satisfy any law, regulation, or governmental request.  Single Point Global shall have no liability or responsibility for content received or distributed by Customer or its users through the Service, and Customer shall indemnify, defend, and hold Single Point Global and its directors, officers, employees, agents, subsidiaries, affiliates, successors, and assigns harmless from any and all claims, damages, and expenses whatsoever (including reasonable attorneys’ fees) arising from such content attributable to Customer or its users. For the avoidance of doubt, the monitoring of data described in this Section 5.2 refers to aggregate data and types of traffic (protocol, upstream/downstream utilization, etc.).  Single Point Global does not have access to the content of encrypted data transmitted across Single Point Global networks.

6.3       Professional Services.  Customer shall be responsible for the pre-approved payment of service charges for visits (onsite requests) by Single Point Global’ s employees or agents to a Service Location(s) when the service difficulty or trouble report results from CE and not that of Single Point Global Equipment at the rate described on the Sales Order, a predetermined rate negotiated with Single Point Global and Client at the time of incident, or three hundred dollars ($300) per hour, whichever is lower. Actual travel time will start from Single Point Global’ s corporate office to Customer datacenter site. All applicable tolls and travel fees will be billed to the Customer. Single Point Global shall be reimbursed for reasonable costs and expenses incurred in connection with the performance of professional services, including without limitation, all expenses for travel, travel time.

ARTICLE 7. TECHNICAL SPECIFICATIONS; SERVICE LEVEL AGREEMENT

The technical specifications applicable to the Service are set forth in Schedule A-1 hereto. The service level agreement applicable to the Service is set forth in a Schedule A-2 hereto.

SCHEDULE A-1
SERVICE DESCRIPTIONS AND TECHNICAL SPECIFICATIONS SINGLE POINT GLOBAL ETHERNET DEDICATED INTERNET SERVICES

Ethernet Dedicated Internet

Single Point Global’ s Ethernet Dedicated Internet Service (“Service(s)”) will be provided in accordance with the service descriptions, technical specifications set forth below:

Service Descriptions

Ethernet Dedicated Internet Service (EDI). EDI provides reliable, simple, and flexible access to the Internet. The Service is offered with a 10Mbps to 10 Gbps Ethernet User-to-Network Interfaces (UNI) and is available in speed increments starting at 1Mbps, subject to available capacity. The Service provides an Ethernet Virtual Connection (EVC) from the Customer Service Location to a Single Point Global Internet Point of Presence (POP) router.

Technical Specifications

1. Ethernet User-to-Network Interface. The Service provides the bidirectional, full duplex transmission of untagged Ethernet frames using a standard IEEE 802.3 Ethernet interface (UNI) to attach to the customer’s router. Figure 1 lists the available UNI physical interfaces and their available Committed Information Rates (CIR) bandwidth increments and Committed Burst Sizes (CBS). CIR increments of less than 10 Mbps are generally not available in conjunction with Off-Net Services.

Figure 1: Available UNI interface types and CBS values for different CIR Increments

1. Traffic Management. Single Point Global’ s Network traffic-policing policies restrict traffic flows to the subscribed, Committed Information Rate (CIR). If the Customer-transmitted bandwidth rate exceeds the subscription rate (CIR) and committed burst size (CBS), Single Point Global will discard the non-conformant packets. The Customer’s router must shape their traffic to their contracted CIR. Traffic management policies associated with any Off-Net portions of Service will conform to the policies enforced by the third-party service provider.
2. Maximum Frame Size. The Service supports a maximum transmission unit (MTU) frame size of 1518 bytes including Layer 2 Ethernet header and FCS.
3. Layer 2 Control Protocol (L2CP) Processing. All L2CP frames are discarded at the UNI.
4. IP Address Allocation. IP address space is a finite resource that is an essential requirement for all Internet access services. Single Point Global assigns one (1) routable IP addresses to each customer circuit. Customer can obtain additional IP addresses if required based on ARIN guidelines and by completing an IP address request form.
5. Border Gateway Protocol (BGP) Routing. Single Point Global supports BGP-4 routing as an optional service feature. BGP-4 allows Customers to efficiently multi-home across multiple ISP networks. The Service requires an Autonomous System Number (ASN) be assigned to a customer by the American Registry for Internet Numbers (ARIN). Customers should also be proficient in BGP routing protocol to provision and maintain the Service on their router. Additional information and requirements for BGP routing will be provided to the customer upon request. Single Point Global supports private peering if the Customer is multi-homed to Single Point Global’ s Network only.
6. Online Reporting. Single Point Global provides the Customer with a password-protected web portal to access online reports containing their historical Network traffic information. Reports may vary based on the Customer’s Service.

SCHEDULE A-2
SERVICE LEVEL AGREEMENT

Ethernet Dedicated Internet

Single Point Global’ s Ethernet Dedicated Internet Service is backed by the following Service Level Agreement (“SLA”):

Definitions

Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Ethernet Dedicated Internet Services(s) PSA or the General Terms and Conditions.

“Planned Service Interruption” means any Service Interruption caused by planned work such as scheduled maintenance or planned enhancements or upgrades to the Network.

“Service Interruption” means a failure of the Service to meet the specifications set forth in Schedule.

Company’s liability for mistakes, errors, omissions, interruptions, delays, outages, or defects in transmission or switching of any Service (individually or collectively, “Liability”), shall be limited to the amounts set forth in the Tables below. The term “Liability” refers to an interruption in transmission that renders the Service unusable due to a total loss of signal for the service or the output signal presented to the customer from Single Point Global does not conform to the technical specifications in A-1 above. For the purposes of calculating credit for any such Liability, the Liability period begins when the Customer reports to Company an interruption in the portion of the Service, provided that the Liability is reported by Customer during the duration of the Liability, and, a trouble ticket is opened; the Liability shall be deemed resolved upon closing of the same trouble ticket or the termination of the interruption, if sooner, less any time Company is awaiting additional information or premises testing from the Customer. In no event shall the total amount of credit issued to Customer’s account on a per-month basis exceed 50% of the total monthly recurring charge (“MRC”) associated with the impacted portion of the Service set forth in the Sales Order. Service Interruptions will not be aggregated for purposes of determining credit allowances. To qualify, Customer must request the Credit from Single Point Global within thirty (30) days of the interruption. Customer will not be entitled to any additional credits for Service Interruptions. Single Point Global shall not be liable for any Liability caused by force majeure events, Planned Service Interruptions or Customer actions, omission or equipment.

TABLE 1: SLA for Services(s) provided over a Single Point Global fiber-optic Network

THE TOTAL CREDIT ALLOWANCES PER MONTH IS CAPPED AT 50% OF THAT MONTH’S MRC FOR THE INTERRUPTED PORTIONS OF SERVICE. SEPARATELY OCCURING SERVICE INTERRUPTIONS ARE NOT AGGREGATED FOR THE PURPOSES OF DETERMINING CREDIT ALLOWANCES.

Monitoring, Technical Support and Maintenance

1. Network Monitoring. Single Point Global monitors Service on a 24x7x365 basis.
2. Technical Support. Single Point Global provides a toll-free trouble reporting telephone number to the Support Operations Center (“SOC”) center that operates on a 24x7x365 basis. Single Point Global provides technical support for service-related inquiries. Technical support will not offer consulting or advice on issues relating to CPE or other equipment not provided or managed by Single Point Global.
   1. Escalation. Reported troubles are escalated within the SOC to meet the response/restoration interval described below (Response and Restoration Standards). Service issues are escalated within the Single Point Global SOC as follows: to a supervisor at the end of the applicable time interval plus one (1) hour; to a Manager at the end of the applicable time interval plus two (2) hours, and to a Director at the end of the applicable time interval plus four (4) hours.
   2. Maintenance. Single Point Global uses best efforts to provide forty-eight (48) hour notice for non-service impacting scheduled maintenance. Single Point Global provides a minimum of seven (7) days’ notice for service impacting planned maintenance. Emergency maintenance is performed as needed without advance notice to Customer. Maintenance for off-net Services(s) shall be performed in accordance with the applicable third party service provider rules. Therefore, Off-Net Service may be performed without advance notice to Customer.
3. Single Point Global provides certain Single Point Global Equipment for provisioning its services and the delivery of the UNI, which will reside on the Customer-side of the Demarcation Point. Single Point Global will retain ownership and management responsibility for this Single Point Global Equipment. This Single Point Global Equipment must only be used for delivering Services(s). Customers are required to shape their egress traffic to the Committed Information Rate (“CIR”) identified in the Sales Order. Single Point Global will be excused from paying SLA credits if the Service Interruption is the result of Customer’s failure to shape their traffic to the contracted CIR or utilizing Single Point Global Equipment for non-Single Point Global provided services.

Response and Restoration Standards

Single Point Global has the following response and restoration objectives:

Customer shall bear any expense incurred, e.g., dispatch/labor costs, where a Service Interruption is found to be the fault of Customer, its end users, agents, representatives or third-party suppliers.

Emergency Blocking

The parties agree that if either party hereto, in its reasonable sole discretion, determines that an emergency action is necessary to protect its own Network, the party may, after engaging in reasonable and good faith efforts to notify the other party of the need to block, block any transmission path over its Network by the other party where transmissions do not meet material standard industry requirements. The parties further agree that none of their respective obligations to one another under the Agreement will be affected by any such blockage except that the party affected by such blockage will be relieved of all obligations to make payments for charges relating to the circuit(s) which is so blocked and that no party will have any obligation to the other party for any claim, judgment or liability resulting from such blockage.

Remedy Processes

All claims and rights arising under this Service Level Agreement must be exercised by Customer in writing within thirty (30) days of the event that gave rise to the claim or right. The Customer must submit the following information to the Customer’s Single Point Global SOC with any and all claims for credit allowances: (a) Organization name; (b) Customer account number; and (c) basis of credit allowance claim (including date and time, if applicable). Single Point Global will acknowledge and review all claims promptly and will inform the Customer by electronic mail or other correspondence whether a credit allowance will be issued or the claim rejected, with the reasons specified for the rejection.

Exceptions to Credit Allowances

A Service Interruption shall not qualify for the remedies set forth herein if such Service Interruption is related to, associated with, or caused by: scheduled maintenance events; Customer actions or inactions; Customer-provided power or equipment; any third party not contracted through Single Point Global, including, without limitation, Customer’s users, third-party network providers, any power, equipment or services provided by third parties; or an event of force majeure as defined in the Agreement.

Other Limitations

The remedies set forth in this Service Level Agreement shall be Customer’s sole and exclusive remedies for any Service Interruption, outage, unavailability, delay, or other degradation, or any Single Point Global failure to meet the requirements or objectives in this Service Level Agreement.

SLA Failure

Failure to meet the SLA set forth above shall be deemed an “SLA Failure” and a breach of this Agreement if such SLA Failures become chronic as described in Section 5.3.  In the event of a SLA Failure, Customer shall be entitled to outage credits as set forth below.  The SLA shall not apply to:

1. A) planned outages as defined above,
2. B) acts or omissions of Customer, its authorized agents or users or Customer third parties,
3. C) force Majeure Events as described GENERAL TERMS AND CONDITIONS, or,
4. D) scheduled or unscheduled outages on Client’s network, its equipment, or application outages