SERVICE LEVEL AGREEMENT

This agreement sets forth the service terms and conditions specific to individual Services contracted by Customer from Planet Networks, Inc. (“PN”). This Agreement is governed by, and incorporated by reference in, the Master Services Agreement between Customer and PN, which is required for this Agreement to be valid. PN will provide Customer with a comprehensive warranty for contracted services provided by PN to Customer. This Service Level Agreement (“Agreement”) defines specific representations and warranties provided to Customer for individual services. The Agreement clearly identifies available recourse to Customer for any specific breaches of the Agreement by PN.

WARRANTIES OF THE PN NATIONWIDE BACKBONE & IP NETWORK

PN provides protected & unprotected L2 Transport as well as Layer3 IP services with its dedicated hosting infrastructure and highly recommends protected Transport or IP services be utilized for all mission-critical applications. In that spirit, PN guarantees:

The PN Backbone & IP Network will be Free from errors and interruptions 100.00% of the time:

PROTECTED TRANSPORT & IP SERVICES, INCLUDING LOCAL LOOPS

PN guarantees that appropriately configured devices on the PN IP Network will be able to transmit information across any two (2) end points of the PN IP Network 100% of the time.

UNPROTECTED TRANSPORT & IP SERVICES, INCLUDING LOCAL LOOPS

PN guarantees that the appropriately configured devices on the PN IP Network will be able to transmit information across any two (2) end points of the PN IP Network 99.555% of the time.

Packet Loss Between any Two (2) Endpoints on the PN Nationwide Backbone & IP Network will be 0.1% or Less:

PN guarantees that the average network packet loss, calculated over any five (5) minute period, between any two (2) endpoints on the PN IP Network, will be less than 0.1%.

Jitter Between any Two (2) Endpoints on the PN Nationwide Backbone & IP Network will not exceed 10ms more than 0.1% of the time:

PN guarantees that the average network jitter, calculated over any five (5) minute period, between any two (2) endpoints on the PN IP Network, will not exceed 10ms more than 0.1% of the time.

Transmission Latency between any Two (2) Endpoints in the Continental United States will be 100ms RTT or Less:

PN guarantees that average transmission latency, calculated over any five (5) minute period, between two (2) endpoints in the Continental United States on the PN IP Network, will be less than 100ms Round Trip Time (RTT).

In the event that PN fails to provide these levels of service, Customer will be eligible for an SLA credit of 5% of the monthly fees per 30 minutes of the affected services up to 100% of the monthly fees.

WIRELESS & IP SERVICES

PN guarantees that the appropriately configured devices on the PN IP Network will be able to transmit information across any two (2) end points of the PN IP Network 99.5% of the time.

Packet Loss Between any Two (2) Endpoints on the PN Nationwide Backbone & IP Network will be 0.1% or Less:

PN guarantees that the average network packet loss, calculated over any five (5) minute period, between any two (2) endpoints on the PN IP Network, will be less than 0.1%.

Jitter Between any Two (2) Endpoints on the PN Nationwide Backbone & IP Network will not exceed 20ms more than 0.1% of the time:

PN guarantees that the average network jitter, calculated over any five (5) minute period, between any two (2) endpoints on the PN IP Network, will not exceed 20ms more than 0.1% of the time.

Transmission Latency between any Two (2) Endpoints in the Continental United States will be 100ms RTT or Less:

PN guarantees that average transmission latency, calculated over any five (5) minute period, between two (2) endpoints in the Continental United States on the PN IP Network, will be less than 100ms Round Trip Time (RTT).

In the event that PN fails to provide these levels of service, Customer will be eligible for an SLA credit of 5% of the monthly fees per 30 minutes of the affected services up to 100% of the monthly fees.

VOIP & HOSTED PBX SERVICES

PN guarantees that the appropriately configured devices on the PN VoIP Network will be able to complete calls to the PSTN 99.5% of the time.

Packet Loss Between any end user VoIP device and the hosted VoIP gateway and/or hosted PBX on the PN Nationwide Backbone & IP Network will be 0.1% or Less:

PN guarantees that the average network packet loss, calculated over any five (5) minute period, between end user VoIP device and the hosted VoIP gateway and/or hosted PBX on the PN IP Network, will be less than 0.1%.

Jitter Between end user VoIP device and the hosted VoIP gateway and/or hosted PBX on the PN Nationwide Backbone & IP Network will not exceed 20ms more than 0.1% of the time:

PN guarantees that the average network jitter, calculated over any five (5) minute period, between any two (2) endpoints on the PN IP Network, will not exceed 20ms more than 0.1% of the time.

Transmission Latency between any Two (2) Endpoints in the Continental United States will be 100ms RTT or Less:

PN guarantees that Hosted PBX Server uptime will be 99.5% except for scheduled maintenance windows outside of business hours.

In the event that PN fails to provide these levels of service, Customer will be eligible for an SLA credit of 5% of the monthly fees per 30 minutes of the affected services up to 100% of the monthly fees.

PROTECTED OPTICAL WAVELENGTH SERVICES

PN guarantees that appropriately configured devices on the PN Optical Network will be able to transmit information across any two (2) end points of the PN Optical Network 100% of the time.

UNPROTECTED OPTICAL WAVELENGTH SERVICES

PN guarantees that the appropriately configured devices on the PN Optical Network will be able to transmit information across any two (2) end points of the PN Optical Network 99.555% of the time.

In the event that PN fails to provide these levels of service, Customer will be eligible for an SLA credit of 5% of the monthly fees per 30 minutes of the affected services up to 100% of the monthly fees.

WARRANTIES OF CLOUD & MANAGED HOSTING INFRASTRUCTURE

PN believes in providing only the highest quality infrastructure equipment for its Customers and understands the need for reliable hardware at all points of the infrastructure chain. In that spirit, PN guarantees:

All Dedicated Hardware will be free of problems or replaced within two (2) hours:

PN guarantees that all production hardware, including servers, switches, load balancers, firewalls, and power distribution units, will be free of hardware problems. If a hardware device suffers full or partial hardware-level failure that causes the device to stop operating in an optimal manner, PN will replace the hardware within two (2) hours after the hardware has been determined to be at fault.

In the event that PN fails to provide this level of service, Customer will be eligible for an SLA credit of 5% of the monthly fees per 30 minutes of the affected services up to 100% of the monthly fees.

WARRANTIES OF INTERNET DATA CENTER SERVICES

PN invests heavily in its datacenter infrastructure to support the services and dedicated infrastructure provided to its Customers. In that spirit, PN guarantees:

Critical Datacenter Infrastructure will be free from errors and interruptions 100.00% of the Time:

PN guarantees that power and cooling capacity of the facilities housing dedicated Customer Infrastructure will be free from interruptions or downtime 100.00% of the time. Critical datacenter infrastructure downtime occurs when a power or cooling problem results in the shut down (due to power loss or overheating) of customer equipment.

In the event that PN fails to provide this level of service, Customer will be eligible for an SLA credit of 5% of the monthly fees per 30 minutes of the affected services up to 100% of the monthly fees.

WARRANTIES OF CLOUD/MANAGED SERVER SOFTWARE

PN understands that the software managed on top of PN-provided hardware, network and delivery infrastructure is a critical component for service availability. As such, PN offers specific managed server software stacks and plans for its dedicated customer installations. In that spirit, PN guarantees:

Cloud / Managed Server Software will be Free from errors and interruptions 100.00% of the Time:

·        PN guarantees that all the dedicated managed server software that resides on the Dedicated Customer Installation will be always-on, free of configuration problems caused by PN, free of avoidable security risks, and that any configuration or software issues that cannot be automatically recovered by our monitoring tools will be looked into and repaired at no cost to Customer within 1 hour.

·        The always-on guarantee extends only to Managed Server Software running on Dedicated Infrastructure and described in a valid PN Service Order. The configuration problem guarantee extends to all aspects of software configuration managed directly and solely by PN. The security risk guarantee extends to all known related software security holes that have a stable vendor released patch publicly available, and for which it does not interfere with any software version dependencies as previously provided by the customer to PN. The security risk guarantee does not extend to Customer’s custom software or to recompilation of Customer’s custom software with patched, unsupported, third party libraries.

·        Managed Server Software downtime occurs when a managed process stops running, a client cannot successfully connect and the processes have not exceeded hardware or network limitations, or clients cannot successfully connect because software processes have exceeded hardware or network limitations as a result of PN’s improper configuration to reasonably optimal settings for the customer’s hardware and known software configuration, or PN has incorrectly configured the software such that the customer’s data is not available as the customer instructed.

In the event that the Managed Server Software is not repaired within 1 hour, the Customer will be eligible for an SLA credit of 5% of the monthly fees per hour of the affected services up to 100% of the monthly fees.

SLA CLAIMS AND EXCEPTIONS TO COVERAGE CLAIMING AN SLA CREDIT

In order to initiate a claim for a service credit, Customer must contact PN’s customer support department within seven (7) business days after the end of the month for which credit is requested. The service credit request must include the following information (a) customer name and contact information (b) the date and time that the problem started and was resolved (c) a description of the characteristics of the claimed outage or failed metric (d) ticket numbers or other documentation demonstrating that the customer notified PN of the claimed actionable issue PN will notify the customer via e-mail of the resolution of the request. If PN rejects the request for an SLA credit, a reason for the rejection will be detailed. If the request is approved, PN will issue all SLA credits to the Customer’s account that will appear on the next invoice issued. Multiple service credits cannot be overlapped on the same service (i.e. Failure to meet multiple metrics during the same period of time cannot be stacked up). In no circumstances will the total monthly credit exceed the total monthly charge actually paid by the customer for service during the month in question. Service credits will be credited against a Customer’s account and may not be received in the form of a refund, except that if any credits remain unused at the termination or expiration of the Agreement, PN will provide such credits to Customer in the form of a cash payment.

Google Apps for Business shall be free from error 99.9% of the time

Google Apps for Business are service provided by Google Inc. and supported by PN. A separate SLA applies to all Google Services.

http://www.google.com/apps/intl/en/terms/premier_terms.html

Office365 Apps & Services shall be free from error 99.9% of the time

Office365 is a service provided by Microsoft and supported by PN. A separate SLA applies to all Microsoft Office365 Services.

https://technet.microsoft.com/en-us/library/office-365-service-level-agreement.aspx

EXCEPTIONS TO COVERAGE

Customer shall not receive any credits under the SLA in connection with any failure or caused by:

·        Circumstances beyond PN’s reasonable control, including, without limitation, acts of any governmental body, war, insurrection, sabotage, acts or omissions of a third party not engaged or authorized by PN, embargo, strike or other labor disturbance, interruption of or delay in transportation, unavailability of or interruption or delay in telecommunications outside of PN’s control, failure or delay of third party services or software;

·        Failure of customer provided access circuits to the PN IP Network, unless such failure is caused by
PN;

·        Usage patterns or traffic that exceeds the reasonable performance parameters of Customers specific installation;

·        Downtime caused by scheduled maintenance, when at least 5 days prior notice is provided, is not eligible for SLA credit.

·        Downtime caused by emergency maintenance, when at least 48 hours notice is provided, is eligible for 50% of normally
calculated SLA credits;

·        DNS issues outside the direct control of PN;

·        False SLA breaches reported as a result of outages or errors of any PN measurement system;

·        Customer’s acts (or act of others engaged or authorized by Customer), including without limitation, any negligence, willful misconduct, or use of the PN IP Network or PN services in breach of PN’s Master Services Agreement or PN’s Acceptable Use Policy;

·        Outages or downtime associated with Customers designated non-production (staging, testing or development) infrastructure that is unrelated to hardware or network failures;

·        SLA Credit is not available to Customers deemed in “Poor Standing”, as defined in the PN Master Services Agreement;

·        Services deployed in a redundant manner that continue to perform without error or end user impact, are not eligible for SLA credit.

No delay, failure or default in performance of any obligation hereunder shall constitute a breach of this Agreement or any SOW, to the extent that such failure to perform, delay or default arises out of a cause beyond the control and without the negligence of the party otherwise chargeable with failure, delay or default, including without limitation: action or inaction of governmental, civil, or military authority; fire; strike, lockout or other labor dispute; flood; war; riot; earthquake; natural disaster; acts of terrorism; breakdown of public or common carrier communications facilities; computer malfunction; or act, negligence or default of the other party or a third party.