Master Service Level Agreement. Simplicity Itself

Transcription

1 Simplicity Itself

2 Contents Service Commitment... 4 Service Delivery... 4 General...4 Installation...4 Service Upgrades & Modifications...4 Service Support... 4 Authorized Contacts...4 Support/Helpdesk...5 Configuration Changes...6 Moves, Adds, and Changes...6 Maintenance...7 Backup and Recovery...7 Notifications...8 Support Limitations...8 Billing... 8 Service Activation Date...8 Billing and Payment Terms...8 Additional Charges and Fees...8 Missed Appointment Fee... 8 Minimum Retention Period - Moves... 8 Customer Requirements... 9 General...9 Compliance Requirements Equipment Equipment Purchase Equipment Requirements Equipment Configuration Equipment Failure/Hardware Replacement Service Conditions Acceptable Use Eligibility Right to Use Service Restrictions on Use Confidentiality Ownership Agreement Changes Termination Transition After Termination Amendments Service Level Agreements Page 2 of 19

3 General SLA Credit Request Process and Limitations SLA Exclusions Global SLA Exclusions SLA Classifications and Goals Availability Performance Other Initial Incident Response Incident Resolution / Service Repair Objective Hardware Replacement Monitoring Provisioning Terminology Page 3 of 19

4 This Master Service Level Agreement sets forth the terms and conditions under which TekLinks, Inc. shall supply certain Managed Services to Customer. The Master Service Agreement entered into between TekLinks and Customer fully incorporates the terms herein and provides that this Service Agreement, and Customer s execution of the Master Service Agreement constitutes acceptance of the terms and conditions stated herein. The Initial Term length for this Service is set forth on the applicable Purchase Agreement (Service Quote) executed by TekLinks and Customer, making reference to this Service. While this document provides the general terms and conditions for all TekLinks Managed and Cloud Services, we also provide SLAs for each Service Offering and its more specific service levels and terms and conditions. Service Commitment TekLinks is committed to provide services to our Customers at a level of excellence consistent with the best practice within our industry. Network uptime and server availability are of the highest importance and the service levels below are designed to assure our Customers of ultimate performance and maximal uptime. Service Delivery General The Service Level Agreement for each Service will explain the specifics of how that Service will be delivered. It is Customer s responsibility to ensure that all Users computers are able to connect to Service and are configured properly. This includes but is not limited to Ethernet switches, Ethernet cabling, workstations, servers and operating systems. Installation Upon receipt of the signed Service Quote, TekLinks will contact Customer and coordinate the installation of the service. If additional configuration work is required due to limitations of the Customer Network or other server/application requirements, TekLinks reserves the right to bill Customer at current hourly rates. Customer shall be responsible for any travel expenses incurred by TekLinks in the course of providing onsite installation service. Service Upgrades & Modifications TekLinks may use other methods to provide Customer with equivalent Service. TekLinks reserves the right to replace Customer Service with equivalent or upgraded Service at any time during contract duration. TekLinks will make an effort to coordinate any such Service change with the Customer prior to such change. If TekLinks is unable to coordinate an acceptable time for a Service change with the Customer TekLinks reserves the right to make such a Service change during a scheduled maintenance window. Service Support Authorized Contacts TekLinks Solutions provides reliable and secure managed services by requiring technical support and information requests come only from documented, authorized client-organization contacts. Page 4 of 19

5 Customer shall provide a contact list which will contain at minimum one ( 1 ) Primary administrative or billing contact and one ( 1 ) Emergency IT contact, and may contain as many Authorized contacts as desired. Primary and Emergency contacts are authorized to request service changes or information, including the contact name, contact address and contact phone number for each contact. The Emergency IT contact will be designated to receive emergency maintenance or Service-related correspondence from TekLinks. Requests for configuration information or changes are accepted only from documented, authorized client-organization contacts via , fax or phone. Customer is responsible for ensuring contact information is accurate and requesting any updates that are needed. Support/Helpdesk Customers must contact TekLinks Technical Support to report service trouble or an outage. TekLinks Technical Support will be available seven (7) days per week; twenty-four (24) hours per day; three hundred sixty-five days (365) days per year. The Support Desk is staffed Monday through Friday 7:30 a.m. to 6:00 p.m. After-Hours Support is available for Emergency and Urgent Priority incidents seven (7) days per week; twenty-four (24) hours per day; three hundred sixty-five days (365) days per year. TekLinks Technical Support provides support for network monitoring, trouble ticket resolution, and fault isolation up to the termination point of TekLinks-provided Equipment. TekLinks Technical Support will accept trouble and outage related support calls from any Customer representative. Requests for service changes or information are accepted from any Authorized Contact per conditions and procedures described elsewhere in this document. TekLinks will not perform any requested activity which may cause Service disruption or perform any changes to Service unless request is initiated by an Authorized Contact. TekLinks reserves the right to delay response on support tickets opened by anyone other than the Authorized Contact. Communication between Customer and TekLinks not initiated by Authorized Contact will not be subject to SLA remedies. All communications with Customer will be in the English language. This feature is intended to support standard functionality of TekLinks Services. Support services are available via telephone and . When possible, TekLinks will use Remote Support feature to resolve Customer issues. TekLinks shall be the sole party responsible for defining when Remote Support is not possible or feasible. Remote Support: Remote support is available Monday through Friday 7:30 a.m. to 6:00 p.m. Remote Device support requires Telnet, SSH, or SNMP connectivity to Device being supported. Remote Server and Remote Desktop support requires web browser and Internet connectivity to Device being supported. After-Hours Support: After-Hours Support is available for Emergency and Urgent Priority incidents 24 hours a day, 7 days a week. TekLinks shall be the sole party responsible for defining which issues shall be classified as Emergency or Urgent Priority based on the Severity and Impact described by the Customer when reporting the issues. Hands-On Field Support: Any onsite repair of hardware is the responsibility of the manufacturer s warrantor, or TekLinks can assign the service request to a TekLinks Field Engineer (standard hourly rates apply). Each Hands-On Field Support Incident shall have a minimum of one (1) hour of TekLinks time included. Hands-On Field Support is available at hourly, block, or emergency rates. Hands-On Field Support is available twenty-four (24) hours per day, seven (7) days per week, subject to the availability of a qualified Field Engineer at the time the Incident is reported. TekLinks makes no warranty of Page 5 of 19

6 response time for Incidents requiring Hands-On Field Support. Reasonable efforts will be made to provide Field Engineer resources in a timely manner. TekLinks will be responsible for notifying Customer that Remote Support is not possible or feasible for a reported Incident and that the request will be classified as a Hands-On Field Support Incident. After such notification, Customer has the right to request that all further troubleshooting or work on the request be halted and that the trouble ticket be closed. Trouble tickets so closed will not be subject to further charge. If Customer does not request a halt to all troubleshooting and/or work relating to Hands-On Field Support, then Customer assumes all responsibility for the escalation of the support request to Hands-On Field Support Incident status. Hands-On Field Support includes no warranty or representation with respect to support. TekLinks expressly disclaims any warranties related to hardware replacement, software replacement, Vendor warranties, Vendor support calls, programming assistance, project management and additional product features. Configuration Changes This feature is available on Devices located in a TekLinks facility and Managed by TekLinks. In cases where TekLinks has deployed Equipment at Customer Premise in order to enable a service, this feature is available on Devices located on Customer Premise. Configuration changes include but are not limited to: IP changes (routing, renumbering) ACL modifications Account administration TekLinks has the right to modify or make exceptions to this list at any time. Past exceptions do not grant or imply a future exception. This feature does not include Engineering design services. Customer shall be responsible for any Engineering design services that may be required to make configuration changes. TekLinks shall be the sole party responsible for determining if Engineering design is required to make configuration change. TekLinks shall be the sole party responsible for determining which configuration changes shall be allowed and performed under the terms of this feature. This feature is intended to support functionality of TekLinks Services. TekLinks shall be the sole party responsible for defining which issues shall be classified as incidents and treated based on the Hands-On Field Support feature. Certain types of support shall always be classified and treated under the terms of the Hands-On Field Support feature. This list includes but is not limited to: Engineering Design Carrier technologies (MPLS, VPLS, AtoM) Equipment replacement or upgrade TekLinks has the right to modify or make exceptions to this list at any time. Past exceptions do not grant or imply a future exception. Moves, Adds, and Changes Customer has the ability to make changes to number of seats and features during the contract period. Reductions in services will be effective on the billing cycle following the effective date of the change. Reductions in services may result in early termination charges. Page 6 of 19

7 Maintenance Master Service Level Agreement Maintenance windows for disruptive work to service will be limited to Saturday from 10:00 a.m. 5:00 p.m. with no requirement of notification to Customer prior to maintenance. During this time, all Standard Maintenance and Planned Minor changes are performed. All Planned Major changes (which may result in service interruption) will attempt to be scheduled during the weekly maintenance window, except in cases where impact to service will be minimized by alternate scheduling. During Standard and Planned Maintenance Windows, restore operations and backup operations are not possible. Planned Major changes will be posted to the online maintenance calendar two (2) weeks in advance of scheduling. The TekLinks Maintenance Calendar is available online at: Service SLAs do not apply during planned changes and scheduled maintenance activities. TekLinks reserves the right to perform emergency Service or network maintenance as needed outside this window, in which case TekLinks will make a reasonable effort to notify the Customer if feasible under the circumstances. Any such maintenance will be considered emergency maintenance. All Service SLAs will apply during emergency maintenance. Customer is responsible for reviewing the calendar weekly for current information regarding scheduled maintenance. Customer is responsible for maintaining an up-to-date Authorized Contact list with TekLinks. TekLinks will not be held responsible for maintenance notifications missed due to out-of-date Authorized Contact information. Customer is responsible for notifying TekLinks if they wish disruptive maintenance to be performed outside of standard TekLinks maintenance windows. Backup and Recovery TekLinks will provide backup of configurations for Infrastructure Systems used to provide Service, Managed Devices base Operating System, and/or Managed Servers base Operating System as per the terms of the specific Service being provided to Customer. Refer to the Service Level Agreement of the applicable Service to determine if this feature applies. Configuration backups will not protect applications or external systems related to Device. Configuration backups will not protect Customer data. Examples include but are not limited to: External computers, servers, workstations or mobile devices SSL VPN configurations Active Directory or RADIUS account information Configuration backups will not protect devices which are not covered by Service. Customer is responsible for maintaining Service on all Devices in a common cluster. TekLinks reserves the right to deny recovery assistance if Customer has only purchased Service for one device out of a cluster of similar devices. Examples include but are not limited to: Purchasing service on one router of a redundant pair Purchasing service on one switch in a StackWise cluster Recovery assistance shall include installation of base operating system software and reapplication of last Device configuration that has been successfully backed up. Page 7 of 19

8 Notifications Master Service Level Agreement If requested by Customer, TekLinks will notify Customer within fifteen (15) minutes of a Service outage via notification Services. An outage is defined as any fifteen (15) consecutive minutes where the Service is unavailable. If an outage is determined, TekLinks will generate an notification to Customer. Customer is responsible for providing up to two (2) corresponding addresses. Support Limitations TekLinks Technical Support is not responsible for end-user support of issues not directly related to Service. This includes (but is not limited to) Customer operating systems, Customer equipment, or Customer application support. Billing Service Activation Date Billing for the Service will begin on the Service Activation Date. The Service Activation Date shall be the earlier to occur of: The date on which Service is activated on first newly contracted Customer Device by TekLinks. 90 days from the date this Agreement is signed by Customer. Customer is responsible for ensuring TekLinks has the ability to install any necessary software or devices in a timely fashion. Billing and Payment Terms For additional details on Billing and Payment Terms, refer to section IX of the TekLinks Master Service Agreement (MSA). Additional Charges and Fees Missed Appointment Fee If TekLinks scedules an appointment to deliver equipment or install the Service, Customer or its authorized representative must be available at the Customer location for the scheduled appointment date to grant the Service tech access or to accept delivery of the Equipment, or to work with the installation technician to turn up the service. If no one is available, the Service tech will attempt to contact TekLinks and the Customer by phone for up to 15 minutes. Re-scheduling such missed appointment will incur a Missed Appointment Fee at the current applicable rate. Minimum Retention Period - Moves In the event Customer terminates the Service before the expiration of the contracted period, due to a move, then Customer shall pay the termination charges in accordance with the Customer s Service Agreement. TekLinks will waive the termination charges, if Customer purchases another Service from TekLinks at a new location, which is of the same or greater value and subscribes to a new minimum contracted period of at least twelve (12) months. Additional Equipment charges may apply depending on the type of the new Service that is being purchased by Customer. If service is not available at new location, customer is subject to termination charges per the Master Service Agreement. Page 8 of 19

9 Customer Requirements General TekLinks controls the version of hardware and software running on its infrastructure and does not guarantee that it is compatible with any version changes made by the Customer on their network, server, OS or application infrastructure. It is the Customer s responsibility to ensure that any version changes planned on their infrastructure is compatible with TekLinks equipment and software. TekLinks can make available a testing schedule to test interoperability (additional charges may apply). TekLinks retains the right to change the version of software and hardware of its infrastructure and will provide Customer a notification of this change no less than thirty (14) days in advance. Customer shall be fully responsible for providing to TekLinks at Customer s own expense and in a timely manner the following: All security for its Services and systems used or accessible in connection with Service. Customer is responsible for notifying TekLinks of all access changes, terminations or related events. TekLinks is not responsible for the unexpected use of Services on the part of the Customer or its agents. Cooperative testing of all Customer-provided hardware, software, and Services for compatibility with Service. Designating an Authorized Contact(s) to be the point of contact to interface with TekLinks Technical Support. Vendor support contract, contact information or any other such service required to access patches, support information, manuals, or other information related to Customer Operating System and applications. Evidence of valid and current software licenses if not using TekLinks-Provided Service Provider License Agreement (SPLA) licenses. During the Term of this Agreement, Customer shall have the following obligations, in addition to those set forth elsewhere in this Agreement: Customer shall be solely responsible for its connection to the Internet and shall maintain a valid IP address to enable Customer to use the Service. Customer shall conform to the protocols and standards published on the Internet from time to time and adopted by the majority of Internet users. Customer shall be solely responsible for its activities (and the activities of anyone else who obtained access to Customer's password due to actions or inactions by Customer) in using the Service including the activities of its employees and contractors. Customer s use of the Service is subject to all applicable local, state, national and foreign laws and regulations. Customer agrees to comply with such laws and regulations. Customer shall notify TekLinks within fourteen (14) days if the number of Customer s Users increases by more than five percent (5%) of the then-licensed number of Users. Customer agrees that if the average number of s received by each of Customer s thenlicensed Users in any one month exceeds 250% of the average number of s received per licensed User measured across the TekLinks Network that same month, TekLinks may increase the charges to what would be charged if the number of licensed Users were increased so that limit was not exceeded. Such increase shall remain in effect until three (3) months after the number of s received by Customer per actual licensed User no longer exceeds such limit. Customer shall be responsible for ensuring that Customer's is directed through the Service by making and maintaining the appropriate configuration settings. Page 9 of 19

10 Compliance Requirements Master Service Level Agreement Customer is responsible for providing TekLinks with a documented list of compliance and control requirements which are expected to be outsourced to TekLinks as part of this service agreement. In cases where all controls cannot be covered, TekLinks will notify customer in writing. Customer is responsible for notifying TekLinks of any control evidence or audit assistance requirements. Information or assistance will be provided by TekLinks within 72 hours of request. Reasonable requests for adherence to any standard will be made at no charge, provided such standards are identified at time of service agreement. Requests for evidence where a third party is auditing controls outsourced to TekLinks should be directed to compliance@teklinks.com and submitted by the customer. Requests that exceed normal provision of evidence toward meeting a standard are subject to hourly, block, or emergency rates as applicable. Requests for a TekLinks Compliance Representative to attend a Customer audit are subject to hourly, block, or emergency rates as applicable, especially where controls have been previously tested and audit reports are available. Requests for assistance related to Customer sales or presales activities, such as completing RFPs, are subject to hourly, block, or emergency rates as applicable. Equipment Equipment Purchase Customer can purchase Equipment outright or lease Equipment through TekLinks as set forth in the Customer s Master Service Agreement. Equipment Requirements TekLinks will define Equipment to be used with Service (to be included on the Services Quote). TekLinks maintains a list of compatible Equipment and reserves the right to modify this list of compatible Equipment at any time. TekLinks reserves the right to classify previously supported Equipment as end of sale or end of life. Equipment classified as end-of-sale will no longer be sold to a Customer even if Customer had previously purchased that specific Equipment. TekLinks will make every effort to continue to support Equipment classified as end-of-sale for as long as possible. TekLinks reserves the right to reclassify of end-of-sale Equipment as end-of-life at no less than six (6) months after such Equipment has been classified as end-of-sale Equipment. Equipment classified as end-of-life will no longer be supported or sold by TekLinks. If Customer has Equipment that has been classified as end-of-life in Service TekLinks reserves the right to upgrade to supported Equipment at Customer s expense in order to provide Service to Customer. TekLinks does not relinquish this right even if Equipment was sold to Customer by TekLinks. Customer is responsible for the return of any TekLinks-owned Equipment, in good repair, condition and working order, ordinary wear and tear excepted, within thirty (30) days of termination or expiration of the Agreement. If Customer fails to return the equipment within that period, TekLinks shall have the right to: (a) invoice Customer for the full replacement value for the Equipment; and/or (b) pursue any other right it may have at law or in equity. Equipment Configuration Customer is responsible for all Equipment configuration changes not specifically outlined herein. Customer is responsible for any Equipment modifications necessary at Customer Premise to accommodate Service outlined herein. Page 10 of 19

11 Equipment Failure/Hardware Replacement Master Service Level Agreement Unless Customer has contracted with TekLinks for Equipment warranty Customer is responsible for any failure of Equipment. TekLinks is responsible for the maintenance and/or replacement of failed Infrastructure hardware. In the event of a failure of hardware or hardware components provided by TekLinks, TekLinks will provide replacement hardware or hardware components. Where available, TekLinks will provide replacement hardware from TekLinks inventory. If replacement hardware is not available in TekLinks inventory, TekLinks will arrange for replacement hardware with the vendor or supplier. Service Conditions Customer acknowledges and understands that dedicated network connections, unless protected by an Internet security product or Service, may significantly decrease Customers overall network security level and performance. To the extent Customer deems necessary, Customer will implement security procedures and controls necessary to limit access to the Service. Customer will maintain facilities and procedures external to the Service for reconstruction of lost or altered files, data or programs. Customer understands that TekLinks will make commercially reasonable efforts to provision Service. However, provisioning of Service is contingent upon the availability of Service capable local loops to Customer s location being made available to TekLinks. If no such Service-capable local loop is available to TekLinks, then Service will not be provisioned and if delivery of the local loop is delayed, then provisioning of Customer s Service will be delayed as well. Customer understands that even after the Service circuit is provisioned, and operational, certain conditions may impact the quality and use of the line. Environmental issues such as quality of the telephone line, interference from other Service connections, high frequency sources close to the telephone line, etc. may deteriorate the quality or speed of the Service circuit resulting in reduced throughput. TekLinks will undertake reasonable effort to restore the original quality or speed, but restoration is not guaranteed and the Service may be deemed technically not feasible. If the Service circuit is deemed technically not feasible, the Customer will be asked to disconnect the circuit at no cost or without penalty. If the Customer chooses to continue to use the circuit, after it is deemed technically not feasible, Customer understands that the line will not be supported by TekLinks from a maintenance perspective. If number portability is required, Customer agrees to provide TekLinks with a Letter of Authorization (LOA) for both a Remote Always Call Forward (RACF) order and a DID move. TekLinks will place orders for RACF and DID move on behalf of Customer. Failure to provide LOA will result in delay in installation. If it is determined in the course of the installation that Customers network is not up to the appropriate specifications for TekLinks to provide this service Customer agrees to make any network changes necessary to bring their network into compliance. If TekLinks performs these changes, services will be billable. Customer acknowledges and understands that the Service is not a traditional telephone service. Important distinctions (some, but not necessarily all, of which are described in this Agreement) exist between telephone service and the enhanced Service offering provided by TekLinks. The Service is not subject to the same regulatory treatment as a traditional telephone service. This treatment may limit or otherwise affect your rights of redress before Federal, State or Provincial telecommunications regulatory agencies. If the Managed PBX service is used in a country other than the United States, Customer does so at their own risk, including risk that such activity violates local laws in the country where service is used. Customer is liable for any and all such use of the Service and agrees to indemnify and hold harmless Page 11 of 19

12 TekLinks against any and all liability for any such use. If the Managed PBX service is delivered to an offgateway location Customer acknowledges that they will be solely responsible for the POTS lines handling local phone service. Some HPBX features or functionality may not be available with an off-gateway deployment. Customer is responsible for payment of any charges incurred due to fraud, abuse, or misuse of the Services, whether known or unknown, to Customer. It is the Customer s obligation to take all measures to ensure against such occurrences. Customer is responsible to protect all confidential information and remain diligent in enforcing security measures. TekLinks will make every effort to detect fraudulent calls and contact Customer immediately. TekLinks will in no way be held liable for charges, penalty, or damages caused by telecommunications usage of the Customer s Service. Customer acknowledges that certain conditions outside of TekLinks control may adversely impact the ability of TekLinks to perform functions of this service. Examples of such conditions are listed below. Customer task, software, scheduled job or other human intervention intentional or otherwise which degrades service quality or renders service unavailable. Failure of Customer power source to CPE devices or components. Network connectivity issues isolated to internal customer network. Customer acknowledges that in the event of a support issue, Customer is responsible for on-site cooperative testing with TekLinks Technical Support to assist in the diagnosis of the trouble. Customer acknowledges that certain activities are excluded from the terms of this Service and may subject the Customer to additional fees beyond the scope of this Service. Any major change in network or physical infrastructure Activities related to any lawsuit, legal inquiry, e-discovery or other unforeseen request Any 3rd party attempt, successful or otherwise, to fix hardware issues on Device Acceptable Use Customer shall ensure that its Users must not under any circumstances whatsoever commit, or attempt to commit, aid or abet any action that may threaten the Service, whether deliberately, negligently or innocently, which shall include but is not limited to: (i) use of weak or unprotected passwords (ii) an attempt to crash the Service host or network; (iii) "denial of service" attacks, or "flooding" attacks against the Service host or network; (iv) any attempt to circumvent the user authentication or security of the Service host or network; (v) the creation, transmission, storage, or publication of any kind of virus or corrupting program or corrupted data; or (vi) any other action that may adversely affect the Service. Customer agrees to comply with security standards implemented by TekLinks to protect the service and the information contained within it.teklinks shall have the right to suspend or terminate the Service, and to take such defensive action as may at TekLinks sole discretion be deemed necessary in the event of any attack upon the Service or network. Customer agrees to be bound to current terms of TekLinks Acceptable Use Policy. Terms of the Acceptable Use Policy are subject to change without notice. Customer agrees to be bound to any and all versions of TekLinks Acceptable Use Policy. Current Acceptable Use Policy can be found here: /pdfs/aup.pdf. Eligibility TekLinks requires that any individual Subscriber be at least 18 years of age. By using the Service, Customer represents and warrants that Customer, if an individual, is at least 18 years of age and that Customer's use of the Service does not violate any applicable law or regulation. Page 12 of 19

13 Right to Use Service Master Service Level Agreement Subject to the terms of this Agreement and proper payment to TekLinks, TekLinks hereby grants Customer a non-exclusive, non-transferable right to use the Service solely for Customer s own internal business purposes for the Term and number of Users specified in the Order Form. Restrictions on Use Customer will not use, and will not permit others to use, Customer s account to: (1) copy, distribute, rent, lease, transfer or sublicense all or any portion of the Service to any third party; (2) modify or prepare derivative works relating to the Service; (3) use the Service (other than for Customer s internal use) in any commercial context or for any commercial purpose or in any commercial product including reselling the Service; (4) use the Service in any manner that threatens the integrity, performance or availability of the Service; (5) reverse engineer, decompile, or disassemble the Service; or (6) use the Service to help design a competing or similar service. Confidentiality The parties need to assure protection of their respective trade secrets and other confidential information ("Confidential Information"). TekLinks Confidential Information includes, but is not limited to: Any and all source code used to provide the Service and concepts relating to such source code and all designs, diagrams, flow charts and documentation relating to any such source code. Customer Confidential Information includes, but is not limited to: All s (with all attachments), both sent and received, of Customer, the content of which was not created by or for the Receiving Party Notwithstanding any other provision of this Agreement, Confidential Information shall not include: Information that is, or subsequently becomes, within the knowledge of the public generally through no fault of the Receiving Party; Information that was known to the Receiving Party at the time of receipt and before obtained from the Disclosing Party; or Information that is developed independently by the Receiving Party, and not the Disclosing Party or using any of the Disclosing Party's information. Except as reasonably required to monitor and enforce compliance with the terms of this Agreement, each Receiving Party covenants and agrees not to use or disclose any of the Confidential Information of the Disclosing Party. The parties agree that all Confidential Information shall remain protected under this Agreement for so long as such information is not subject to any of the exceptions set forth elsewhere in this agreement. Notwithstanding the foregoing, in the event that the Receiving Party receives a subpoena or other validly issued administrative or judicial process requesting any of the documents or materials or other disclosure of Confidential Information, the Receiving Party shall, if not prohibited by law, promptly notify the Disclosing Party and tender to the Disclosing Party the defense of such demand. Unless the demand shall be timely limited, quashed or extended, the Receiving Party shall thereafter be entitled to comply with that demand to the extent required by law. If the Disclosing Party so requests, the Receiving Party shall cooperate, at the Disclosing Party's expense, in the defense of such demand. Ownership Customer acknowledges that the Service is the exclusive property of TekLinks. TekLinks and its suppliers retain all rights, title and interest in and to all patents, copyrights, trade secrets, trademarks and other Page 13 of 19

14 intellectual property rights in the Service. Customer shall not acquire hereunder any right, title, or interest in the Service, except the right to use it in accordance with this Agreement. Agreement Changes TekLinks reserves the right to change any of the terms of this Agreement by posting the revised terms of this Agreement on the Website and/or by sending an to the last address that the Subscriber has given to TekLinks. Any such change shall be effective immediately with respect to any new Subscriber and retroactive to the date of notice with respect to any existing Subscriber who does not terminate the Subscription within 10 days after the earlier of such posting or . Termination The Term of this Agreement shall be governed by the terms and conditions outlined on the associated Services Quote. Transition After Termination If Customer s Subscription is terminated, and Customer is not in breach of the terms of this Agreement, upon request of Customer, TekLinks will use commercially reasonable efforts to provide no less than two (2) weeks of interim service in order to facilitate a transition of Customer s service to another provider or in-house implementation. TekLinks may charge a commercially reasonable amount for such services. Amendments This Agreement may be amended or modified only by a written addendum signed by authorized representatives of both TekLinks and Customer in accordance with this Section. Authorized representatives of TekLinks are Vice President or above. Service Level Agreements General TekLinks will be the sole party to determine whether TekLinks has not met any of the Service level agreements specified herein. TekLinks reserves the right to change or discontinue any or all of the Service level agreements detailed below at any time without notice to the Customer. Customer must at all times cooperate with TekLinks in testing, determining, and verifying that a qualifying Service outage has occurred. SLA Credit Request Process and Limitations In order to receive any of the SLA credits (specified herein) for Service, an Authorized Contact must immediately notify TekLinks Technical Support of an occurrence within the TekLinks Service that results in the inability of the Customer to access Service ( Service Outage ). A Service Outage does not include an outage that occurs during scheduled periods of maintenance or upgrades. TekLinks Technical Support will investigate the reported outage and assign a Trouble Ticket number. Once TekLinks determines that the substantiated Service Outage that could qualify Customer for the SLA credit occurred ( Verifiable Trouble Ticket ), then Customer may request a Service Credit within 30 days after the event giving rise to the credit by contacting TekLinks Technical Support and asking for an SLA credit escalation. A Verifiable Trouble Ticket must accompany Customer s request for any SLA credit regarding the Service purchased by Customer. Credits should appear on Customer s bill for the Service within two (2) billing cycles, after such SLA credit has been approved by the TekLinks representative. Page 14 of 19

15 In any calendar year, Customer s aggregated SLA credits may not exceed, for any Service, three (3) months worth of the monthly Service fee for the affected Service. In any billing month SLA credits may not exceed, for any Service, fifty (50) percent of the monthly Service fee for the affected Service. For purpose of calculating SLA credits, this monthly Service fee shall mean the monthly recurring charge for such Service, but excluding, in all cases, (i) any monthly recurring fees for the Service features (e.g., domain name hosting or Service), (ii) all one-time charges; and (iii) at all times excluding the monthly recurring charge attributable to Equipment for such Service. Credits are exclusive of any applicable taxes charged to the Customer or collected by TekLinks SLA Exclusions Global SLA Exclusions SLAs do not apply and TekLinks is not responsible for failure to meet an SLA resulting from: Misconduct of Customer or Users of Service Failure or deficient performance of power, Equipment, Services or systems not provided by TekLinks Delay caused or requested by Customer Service interruptions, deficiencies, degradations or delays due to any access lines, cabling or equipment provided by third parties Service interruptions, deficiencies, degradations or delays during any period in which TekLinks or its representatives are not afforded access to the premises where access lines associated with Service are terminated or TekLinks Equipment is located Service interruptions, deficiencies, degradations or delays during any period when a Service Component is removed from Service for maintenance, replacement, or rearrangement purposes or for the implementation of a Customer order Customer s election to not release a Service Component for testing and/or repair and to continue using the Service Component Force Majeure conditions such as fire, explosion, lightning, earthquakes, floods, power surges or failures, nuclear accidents, strikes or labor disputes, embargoes, epidemics, cable cuts, water, acts of god, the elements, war, civil disturbances, terror, riots, insurrections, acts of civil or military authorities, government regulations, fuel or energy shortages, acts or omissions of suppliers or other causes beyond TekLinks control, whether or not similar to the foregoing. For additional details on TekLinks Force Majeure conditions, see section XIV of the TekLinks Master Service Agreement (MSA). Service interruptions, deficiencies, degradations or delays during any period when a Service Component is removed from Service for maintenance, replacement, or rearrangement purposes by Customer staff. Failure to provide suitable secure environment for on premise devices including but not limited to: secure mounting/racking, appropriate cooling and air handling, secure from theft, loose wires bundled neatly, etc. Service interruptions, deficiencies, degradations or delays in Service caused by any piece of equipment, configuration, routing event or technology not under the management and control of TekLinks. Failure to adhere to TekLinks recommended configurations on unmanaged equipment. Over 30 day past due balance on any billing or service with TekLinks In addition, Service SLAs do not apply (a) if Customer is entitled to other available credits, compensation or remedies under Customer s Service Agreement for the same Service interruption, deficiency, Page 15 of 19

16 degradation or delay, (b) for Service interruptions, deficiencies, degradations or delays not reported by Customer to TekLinks, (c) where Customer reports an SLA failure, but TekLinks does not find any SLA failure, and (d) when Service is dependent upon other Service with lower SLA. If Customer elects to use another provider or method to restore Service during the period of interruption, Customer must pay the charges for the alternative Service used. SLA Classifications and Goals Availability Availability SLAs apply only when service is completely unavailable due to any sort of issue. After Customer opens a ticket on Service issue TekLinks Technical Support will classify the issue. If TekLinks Technical Support determines that Customer service is 100% unavailable, the issue will be categorized as a Service Availability issue and all SLA remedies applicable to Service Availability will apply. Any SLA remedies not specifically defined as Service Availability SLAs will not apply to same Service Availability issue. Goal 99.99% availability ~ 4.32 minutes downtime monthly Remedy Each hour service is unavailable above SLA goal qualifies the Customer for a credit of 5% of MRC up to a maximum of 50% of MRR for affected service. Performance Performance SLAs apply if Service is available in a degraded state. After Customer opens a ticket on Service issue TekLinks Technical Support will classify the issue. If TekLinks Technical Support determines that Customer service is available albeit with performance degradation the issue will be categorized as a Service Performance issue and all SLA remedies applicable to Service Performance will apply. Any SLA remedies not specifically defined as Service Performance SLAs will not apply to same Service issue. Service Performance SLA credits will not be given if Service Availability SLA credits are requested against same Customer issue. Other Other SLAs apply whenever SLA goal has not been met. Other SLA credits will qualify for consideration even when Service Availability or Service Performance SLA credits are requested against the same Customer issue. Initial Incident Response The Initial Response SLA goal is measured from the time an issue is first reported to TekLinks by the Customer until such issue has been responded to with an initial or phone call. Resolution of the issue will not be considered to be part of this SLA goal. Incident Priority Goal Remedy 1: Emergency Response 1 hour Failure to meet the goal does not qualify the Customer for any credit 2: Quick Response 2 hours Failure to meet the goal does not qualify the Customer for any credit 3: Normal Response 24 hours Failure to meet the goal does not qualify the Customer for any credit Page 16 of 19

17 Incident Resolution / Service Repair Objective The Incident Resolution / Service Repair Objective SLA goal is measured from the time an issue is first reported to TekLinks by the Customer until such issue has been resolved or a suitable workaround is in place to restore service to a state of reasonable operation. Service Repair Objectives herein are stated as goals toward Mean Time to Recovery (MTTR) of the Service. Failure of TekLinks to meet these goals on a single incident does not qualify Customer for SLA credits. Incident Priority Goal Remedy 1: Emergency Response 4 hours (6 hours for CPE) Failure to meet the goal does not qualify the Customer for any credit 2: Quick Response 8 hours Failure to meet the goal does not qualify the Customer for any credit 3: Normal Response 48 hours Failure to meet the goal does not qualify the Customer for any credit Hardware Replacement In the event of a failure of hardware or hardware components provided by TekLinks, the MTTR will be determined by the associated urgency level based on the impact of hardware failure to services as outlined in Service Repair Objectives section above. However, if the replacement hardware is not readily available from TekLinks inventory, MTTR begins at the time TekLinks takes possession of said replacement hardware. For client hardware, MTTR starts at such time TekLinks receives the replacement hardware from the Client and/or Client s vendor. Monitoring The Monitoring SLA goal is measured from the time an outage is detected by TekLinks monitoring systems until such outage is reported to Customer by the agreed upon notification method. The goal is considered met once the TekLinks monitoring system sends a notification to the Customer. Receipt of the notification by the Customer or lack of receipt will not be considered to be part of SLA goal. Goal Remedy 20 minutes Each failure to meet the goal qualifies Customer for a credit of 1% of MRC per event Provisioning For purpose of the Provisioning SLA, the duration of Provisioning shall be deemed to commence upon the signature of contract for Service by Customer and ends when the Service has been provisioned to the Customer. Goal Remedy 45 days Failure to meet the goal does not qualify the Customer for any credit Terminology Authorized Contact: A representative authorized by Customer to request service changes using procedure outlined herein. Backups: A data backup is the result of copying or archiving files and folders for the purpose of being able to restore them in case of data loss. Data loss can be caused by many things ranging from computer viruses to hardware failures to file corruption to fire, flood, or theft (etc). Page 17 of 19

18 Contacts: Customer shall name an employee to act as the Primary Customer Contact with TekLinks. This Primary Customer Contact will be the direct contact to TekLinks as it relates to all Services provided under an Agreement. For each Quote, Customer shall name a Primary Technical Contact who will be the primary contact with respect to technical issues and an Authorized Contact who will be authorized to request or approve any Services required by Customer outside the scope of a current Quote. TekLinks shall designate a Corporate Account Manager who shall be responsible for the overall management of the Customer account. TekLinks shall designate in the Quote an Account Manager who shall be responsible for management of a particular Quote. TekLinks Technical Support is provided through personnel who man the TekLinks Help Desk which is accessible at hosting@teklinks.com. Customer: The party TekLinks is entering into Service agreement with. Customer Premise Equipment (CPE): Refers to Equipment that TekLinks has deployed at Customer Premise to enable a service. Data Center: Refers to the physical space within a facility used for hosting of customer equipment. Device: Computer, tablet, smartphone, or any other electronic device. Effective Date: The date on which the relevant Quote is signed by both parties. Equipment: Refers to Equipment that TekLinks has deployed at TekLinks Premise to enable a service. Facilities: Refers to the physical structure, power distribution and cooling provided by TekLinks to the customer. Impact: Describes the effect an incident is having on the Customer organization. Impact, for the purpose of TekLinks support, is measured in three levels: Low More of an irritation than a stoppage; Medium Business is degraded, but there is a reasonable workaround; High Major business processes are stopped. Incident Priority: Refers to the priority assigned to a Support Request (Incident). TekLinks is the sole party responsible for assigning the Incident Priority for Customer Support Requests. Incident Priorities are assigned based on the Impact and Severity rating derived directly from Customer input. Impact Severity HIGH MID LOW HIGH MID LOW Off-net: Refers to a customer location which is not directly connected to the TekLinks network with a TekLinks managed circuit. On-net: Refers to a customer location which is directly connected to the TekLinks network with a TekLinks managed circuit. Operating System: Refers to the base software running on Customer Device. Server: Refers to the Customer server receiving Service. Service: Refers to the service and/or circuit used to connect Customer Premise to TekLinks Solutions network. Page 18 of 19

19 Service Agreement Terms: Terms and conditions applicable to particular Services (as opposed to those generally applicable to all Services) will be identified in the Quote and in the applicable Service Agreement for the Service to be provided under a Quote. TekLinks Service Agreements are found at Service Level: Refers to differing levels of a Service that are offered to Customers for purchase. Many of TekLinks Managed Services can be purchased at different levels of service for different pricing structures. Service Outage: Refers to a condition in which a user is completely deprived of a service (or multiple services) due to a failure of a system, device, operating system, or service which is managed or under the direct control of TekLinks. This does not apply to planned system downtime or scheduled maintenance windows. Services; Services Fees: TekLinks provides an innovative approach to the monitoring and management of Information Technology ( IT ) for small, medium and large businesses. The services provided may include managed services, remote back up, internet, hosting, infrastructure supply and support, consulting services, among others, all such services being designed for TekLinks customers to proactively keep IT resources running efficiently. The specific services to be provided ( Services ), and the fees for such services ( Service Fees ), are described in the applicable Quote and Service Agreement, if applicable. Except for Supplemental Services (as defined below), and unless otherwise agreed to in writing by both parties, the Services to be rendered, including any Third Party Products to be provided by TekLinks to Customer, are limited to those Services specifically described in the Quote. Severity: Describes the level, degree or scope of Impact an incident is having on the Customer organization. Severity, for the purpose of TekLinks support, is measured in three levels: Low One user or small group of users is affected; Medium Department or large group of users is affected; High Entire company is affected. Supplemental Services: Limited services and Third Party Products that Customer requests in writing from TekLinks on a one-off or emergency basis and are not included within the scope of the Services described in Quote. Customer s Primary Technical Contact shall notify TekLinks of any need for Supplemental Services. Customer shall pay additional Service Fees for Supplemental Services at TekLinks then current standard hourly rate and shall pay for Third Party Products as agreed by the parties in writing. TekLinks shall notify Customer of any such additional Service Fees and Third Party Products fees for any Supplemental Services and shall obtain Customer s written approval prior to providing any such Supplemental Services. TekLinks shall charge Customer for Supplemental Services in the invoice issued the month following delivery of the Supplemental Services, unless TekLinks requires payment for Third Party Products in advance. TekLinks will use commercially reasonable efforts to provide Supplemental Services; however, TekLinks has no obligation to determine the need for, to suggest or to provide any Supplemental Services. Third Party Products: Third Party Software, Third Party Equipment or other products manufactured or developed by parties other than TekLinks that are provided by TekLinks as a reseller and are described in a Quote executed by both parties. Software developed by a party other than TekLinks or in which any third party has any intellectual property or other ownership rights is referred to herein as Third Party Software. Equipment developed or manufactured by a party other than TekLinks or in which any third party has any intellectual property or other ownership rights is referred to herein as Third Party Equipment. User: Refers to an individual authorized by Customer to utilize Service. Page 19 of 19