Service Level Agreement
The Service Level Agreement (“SLA”) is provided to Customers who purchase TOWARDEX connectivity services (without Managed Services). TOWARDEX will use commercially reasonable efforts to minimize Excess Packet Loss and Latency and to avoid Downtime, as more fully set out below.
A-1 PACKET LOSS AND LATENCY
TOWARDEX monitors the aggregate packet loss and transmission latency within its LAN and WAN. TOWARDEX does not monitor the packet loss or transmission latency of specific customers. After discovering or being notified by Customer of packet loss in excess of one-half percent (0.5%) (“Excess Packet Loss”) or transmission latency (“Latency”) based on TOWARDEX’s measurements in excess of 3 milliseconds from a TOWARDEX router to any of TOWARDEX’s Boston transit carriers, TOWARDEX will use commercially reasonable efforts to determine the source of such Excess Packet Loss or Latency and to correct such problem to the extent that the source of the problem is on the TOWARDEX Network.
A-2 REMEDY FOR FAILURE
If two (2) hours after being notified of any Excess Packet Loss or Latency on the TOWARDEX Network, TOWARDEX fails to remedy such Excess Packet Loss or Latency, TOWARDEX will credit Customer’s account the pro-rata Bandwidth charges for such continuous Excess Packet Loss or Latency that follows the initial two (2) continuous hours, provided that all such credits shall not exceed half (50%) of the aggregate maximum Bandwidth charges otherwise due from Customer for one (1) calendar month for failures in any one (1) calendar month.
A-3 INABILITY TO ACCESS THE INTERNET (DOWNTIME)
TOWARDEX guarantees 100% connectivity from the TOWARDEX Network to the Internet with no unscheduled Downtime. “Downtime” exists when a particular Customer circuit is unable to transmit and receive data and TOWARDEX records such failure in the TOWARDEX trouble ticket system. If Customer experiences Downtime, then TOWARDEX shall credit a Customer’s account the pro-rata Bandwidth charges for such Downtime, provided that all such credits shall not exceed half (50%) of the aggregate maximum Bandwidth charges otherwise due from Customer for one (1) calendar month for failures in any one (1) calendar month.
A-4 NORMAL MAINTENANCE
Normal Maintenance refers to upgrades of hardware or software or upgrades to increase capacity. Normal Maintenance may temporarily degrade the quality of the Service, including possible Downtime. Such effects related to Normal Maintenance shall not give rise to service credits under this SLA. TOWARDEX shall provide as least two (2) days prior notice of Normal Maintenance.
A-5 EMERGENCY MAINTENANCE
Emergency Maintenance refers to efforts to correct network conditions that are likely to cause a material Service outage, or Downtime, that require immediate action. Emergency Maintenance may degrade the quality of the Services, including possible outages. Such effects related to Emergency Maintenance shall entitle Customer to service credits as set forth in this SLA. TOWARDEX may undertake Emergency Maintenance at any time deemed necessary and shall provide notice of Emergency Maintenance to Customer as soon as is commercially practicable under the circumstances.
A-6 CUSTOMER REQUEST CREDIT
Customer must notify TOWARDEX within five (5) business days from the time Customer becomes eligible to receive a credit under this SLA to receive such credit. Failure to comply with this requirement will forfeit Customer’s right to receive a credit.
A-7 LIMITATION ON REMEDIES
If Customer is entitled to multiple credits under this SLA, such credits shall not be cumulative beyond a total of credits for one (1) calendar month in any one (1) calendar month in any event. TOWARDEX will not apply a credit under A-2 for any Excess Packet Loss or Latency for which Customer received a credit under Section A-3. Sections A-2, A-3 and A-5 above state Customer’s sole and exclusive remedy for any failure by TOWARDEX to provide Bandwidth or adequate service levels, including but not limited to any outages or TOWARDEX Network congestion. TOWARDEX’s suspension or modification of Bandwidth in accordance with the terms of this Agreement shall not be deemed to be a failure of TOWARDEX to provide adequate service levels under this Agreement. In no event shall Customer be entitled to any credit on its Bandwidth charges to the extent that the latency or Downtime is caused by Customer attempting to exceed the maximum bandwidth of Customer’s connection to the TOWARDEX Network or otherwise violating the terms of this Agreement.
A-8 CUSTOMER TERMINATION RIGHTS
Customer may terminate the Affected Services (affected Service Order) without any penalty if, in any single calendar month: (i) Downtime exists for at least twenty-four (24) hours in the aggregate; or (ii) any single event entitling Customer to credits under the SLA exists for a period of at least eight (8) consecutive hours. Such termination must be conducted by written notice to the Support Center and within five (5) business days following the end of the relevant calendar month. Such termination will be effective forty-five (45) days after receipt of written notice by TOWARDEX. The provisions of this SLA state Customer’s sole and exclusive remedies for Service interruptions or Service deficiencies of any kind.