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Sample Business Contracts

Service Agreement - Gomez Inc. and Verizon Business Network Services Inc.

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  Contract ID:
Billing Code:
Segment:
  545035-01
01/02/03/03C
Corporate West
 
  Account Manager:   David H. Zuanelli
Verizon Business
Service Agreement
     
 
Gomez, Inc. (hereinafter "Customer") 420 Bedford St.

Lexington, MA 02420 1508
  Pricing and/or promotional benefits in this Agreement may not be available if it is signed and delivered to Verizon after April 02, 2007.
 
   
/s/ R. Darer
  3/5/07
 
R. DARER, VP
  Acceptance Date
 
   
Verizon Business Network Services Inc.
   
 
   
/s/ Suleiman Hessaml
  3/13/07
 
Suleiman Hessaml, Vice President
 
  Acceptance Date
 
 
General Terms and Conditions
This Verizon Business Service Agreement ("Agreement") is made by and between "Verizon," which refers to Verizon Business Network Services Inc, on behalf of MCI Communications Services, Inc. d/b/a Verizon Business Services and any other Verizon affiliates identified in applicable service attachments or the Guide (individually and collectively), and Gomez, Inc. ("Customer"). The pricing in this Agreement is effective either: a) when Service (defined below) is installed if Customer has no Verizon service at the time this Agreement is accepted by Verizon or b) otherwise, by the first day of the second full billing cycle following acceptance of the Agreement by Verizon, except where a Service Attachment indicates otherwise for a particular service ("Effective Date"). Verizon Acceptance occurs upon Verizon's signature.
Customer Consent to Use of Customer Proprietary Network Information (CPNI). Verizon acknowledges that it has a duty, and Customer has a right, under federal and/or state law to protect the confidentiality of Customer's CPNI. CPNI includes information relating to the quantity, technical configuration, type, destination, location, and amount of use of the telecommunications services Customer purchases from Verizon, as well as related local and toll billing information, made available to Verizon solely by virtue of Customer's relationship with Verizon. With Customer consent, Verizon may share Customer CPNI and other Confidential Information among its affiliates, including Verizon Wireless, and with agents and partners, so that all may use this information to offer Customer the full range of products and services offered by Verizon and its affiliates, including local, long distance, wireless, and Internet services (see www.verizon.com for a description of Verizon companies and services). By signing this Agreement, Customer consents to Verizon using and disclosing Customer CPNI as described above. Customer may refuse CPNI consent by signing this Agreement and by notifying Verizon in writing at cpni-notices@verizonwireless.com and cpni-notices@verizonbusiness.com of Customer's decision to withhold Customer's consent. Customer's consent or refusal to consent will remain valid until Customer otherwise advises Verizon, and in either case, will not affect Verizon's provision of services to Customer.
ILECS and Verizon Wireless. The Terms and Conditions below do not apply to Services provided by Verizon incumbent local exchange carriers ("ILECs") or by Celico Partnership and its affiliates d/b/a Verizon Wireless ("Verizon Wireless"), which are governed solely by the Service Attachments for such Services and in the case of ILEC Services, applicable Tariffs (defined below). A Verizon Wireless Service Attachment becomes a part of this Agreement only once it is executed by Verizon Wireless and the Customer.
1.   Services. Verizon will provide the products and services ("Services") in the Services Attachments.
  ï   Voice Over IP Service
 
  ï   Local Service ó CLEC

Page 1 of 121


 
Contract ID: 545035-01
Verizon Business
Service Agreement
  ï   Long Distance Service
 
  ï   Toll Free Service
 
  ï   Audio Conferencing and Net Conferencing Service
 
  ï   Video Conferencing Service
 
  ï   Network Access
 
  ï   Frame Relay ó Domestic Service
 
  ï   Private IP ó Domestic
 
  ï   Private IP ó International
 
  ï   Private Line ó Metro Access Service
 
  ï   Internet Dedicated NxT1 Service
 
  ï   Internet Dedicated T1 Service
 
  ï   Internet Dedicated T3 Service
 
  ï   Internet Dedicated Ethernet Service
 
  ï   Internet Dedicated Fast Ethernet Port Only Service
 
  ï   Managed WAN Service
 
  ï   Internet Dedicated ó Managed Service
 
  ï   Customer Premises Equipment
 
  ï   Data Center Colocation Service ó Standard
 
  ï   Data Center Colocation Service ó Advanced
 
  ï   Data Center Colocation Service ó Premium
 
  ï   Data Center Colocation Service ó Premium IP Bandwidth
2.   Term. The "Initial Term" shall begin upon expiration of the Ramp Period (as hereinafter defined) and end upon the completion of 36 months. The "Ramp Period" shall begin on the Effective Date and continue for a period of 3 Ramp Period months, following the Effective Date. Commencing with the Effective Date and at all times during the Ramp Period thereafter, Customer will receive the rates, discounts, charges and credits set forth herein and will not be subject to the AVC. The Agreement will be automatically extended ("Extended Term") on a month-to-month basis upon the expiration of the Initial Term, unless either party has delivered written notice of its intent to terminate the Agreement at least 60 days prior to the end of the Initial Term. Either party may terminate this Agreement during the Extended Term upon 60 days prior written notice. Term shall mean the Initial Term and the Extended Term.
 
3.   Tariff and Guide. Verizon's provision of Services to Customer will be governed by Verizon's international, interstate and state tariffs ("Tariff(s)"), its "Service Publication and Price Guide" ("Guide") at www.verizonbusiness.com/guide, and this Agreement. This Agreement incorporates by reference the terms of each Tariff and the Guide. Verizon may modify the Guide from time to time and any modification will be binding upon Customer, as provided in the Guide. If a conflict arises, the order of precedence is: (i) Tariffs to the extent applicable (ii) this Agreement (excluding the Guide and Tariffs), and (iii) the Guide. Among the provisions of the Agreement, the order of precedence is: (i) Service Attachments, and (ii) these Terms and Conditions. If Verizon makes any changes to the Guide (other than to Governmental Charges) that affect Customer in a material and adverse manner, Customer may discontinue the affected Service without liability by providing Verizon with written notice of discontinuance within 60 days of the date the change is posed on the Website, unless within 60 days of receiving customer's discontinuance notice, Verizon agrees to remove the material adverse effect on Customer. If a Service is discontinued, Customer's AVC (defined below), will be reduced, as appropriate, to accommodate the discontinuance.
4.   Rates and Charges; Governmental Charges; Taxes. Customer agrees to pay the rates and charges specified in this Agreement. "Standard" rates and charges means the Verizon Business Services II pricing plan ("VBS II"), where applicable. Except where expressly stated otherwise, all rates and charges are subject to change. Verizon may give Customer notice of pricing changes by posting them on the Guide, by invoice message, or by other reasonable means. All charges are exclusive of applicable Taxes, and Verizon may add or adjust rates and charges in order to receive amounts it is required or permitted by governmental or quasi-governmental authorities to collect from or pay to others in support of statutory or regulatory programs ("Governmental Charges"). Customer will not be eligible to receive any other additional discounts, promotions and/or credits (Tariffed or otherwise). The rates and charges set forth in this

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Contract ID: 545035-01
Verizon Business
Service Agreement
    Agreement do not include (without limitation) charges for all possible non-recurring charges, access service, local exchange service, charges imposed by a third party other than Verizon, on-site installation, Governmental Charges (defined above), network application fees, customer premises equipment or extended wiring to or at a Customer premises.
 
5.   Minimum Annual Volume Commitment. Customer agrees to pay Verizon no less than [**] Dollars ($[**]) (the "AVC") in Total Service Charges (defined below) during each twelve-month period after the Effective Date ("Contract Year"). "Total Service Charges" means all charges, after application of all discounts and credits, for the Services, excluding Taxes, Governmental Charges, equipment, Verizon ILEC, Verizon Wireless, Document Delivery Fax, non-recurring charges, goods and services acquired by Verizon as Customer's agent, international pass-through access (Type 3/PTT) and charges for international access provided by Verizon (Type 1), and other charges expressly excluded by this Agreement.
  A.   Managed Services Subminimum. As a part of the AVC, during each Contract Year, Customer's charges for Managed Services Service must equal or [**] Dollars ($[**]) ("Managed Services Subminimum").
6.   Underutilization and Early Termination Charges. If Customer's Total Service Charges do not reach the AVC in any Contract Year during the Initial Term, Customer shall pay an "Underutilization Charge" equal to [**]. If Customer's Total Service Charges do not reach the AVC in any Contract Year because the Agreement is terminated early by Customer without Cause or by Verizon with Cause, Customer shall pay an "Early Termination Charge" equal to [**]. If, in any monthly billing period during the Extended Term, Customer's Total Service Charges do not meet or exceed [**] of the Year Two AVC then Customer shall pay: (a) all accrued but unpaid usage and other charges incurred under this Agreement and (b) an "Underutilization Charge" equal to [**].
  A.   Managed Services Subminimum Underutilization Charges. If in any Contract Year during the Term, Customer's charges for Managed Service do not meet or exceed the Managed Services Subminimum, then Customer shall pay: (i) all accrued but unpaid charges incurred under this Agreement; and (ii) an "Underutilization Charge" (which Customer hereby agrees is reasonable) equal to the difference between [**].
7.   Payment. Customer will pay all Verizon charges (except Disputed amounts) within [**] of invoice date. Customer will pay a late payment charge equal to the lesser of: (a) [**]% per month, (b) the amount indicated in a Service Attachment, or (c) the maximum amount allowed by applicable law. A "Disputed" amount is one for which Customer has given Verizon written notice, adequately supported by bona fide explanation and documentation. Any invoiced amount not Disputed within [**] of the invoice date is deemed correct and binding on Customer. Customer is liable for all fees and expenses, including attorney's fees, reasonably incurred by Verizon in attempting to collect any charges owned under this Agreement.
 
8.   Termination. Either party may terminate this Agreement for Cause (excluding Verizon ILEC or Verizon Wireless Services, which are governed by the applicable Service Attachments). "Cause" means (a) Customer's failure to pay any invoice (excluding Disputed amounts) within [**] of receiving notice that payment is overdue, or (b) breach by a party of a material provision of this Agreement that the breaching party has not cured within [**] of receiving notice from the non-breaching party If interruption of Service is necessary to prevent or protect against fraud or otherwise protected Verizon's personnel, facilities or services, Verizon may do so without notice.
 
9.   Confidential Information. The parties will protect Confidential Information, and limit its use and disclosure, as provided further in the Guide. "Confidential Information" means information (in whatever form) designated as confidential by the disclosing party by conspicuous markings (if tangible Confidential Information) or by announcement at the time of the initial disclosure (if oral Confidential Information) or if not so marked or announced should reasonably have been understood as confidential to the disclosing party (or one of its affiliates or subcontractors), either because of legends or other markings, the circumstances of disclosure or the nature of the information itself and that (i) relates to this Agreement or changes to this Agreement; (ii) relates to the disclosing party's customers, products, services, developments, trade secrets, know-how or personnel; and (iii) is received by the receiving party from the disclosing party during the Term.

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Contract ID: 545035-01
Verizon Business
Service Agreement
10.   DISCLAIMER OF WARRANTIES AND CERTAIN DAMAGES. EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, VERIZON MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AS TO ANY VERIZON SERVICES, SOFTWARE OR DOCUMENTATION. VERIZON SPECIFICALLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT OF THIRD-PARTY RIGHTS, OR ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. NEITHER PARTY IS LIABLE TO THE OTHER FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF USE OR LOST BUSINESS, REVENUE, PROFITS, OR GOODWILL, ARISING IN CONNECTION WITH THIS AGREEMENT, UNDER ANY THEORY OF TORT, CONTRACT, INDEMNITY, WARRANTY, STRICT LIABILITY OR NEGLIGENCE, EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.
 
11.   Limitation of Liability and Action. The total liability of Verizon to Customer in connection with this Agreement is limited to the lesser of (a) direct damages proven by Customer; or (b) the amount paid by Customer to Verizon under this Agreement for the [**] month period prior to accrual of the most recent cause of action, excluding amounts for equipment and the Services of Verizon ILECs and Verizon Wireless. This limitation applies for any and all causes of actions and claims, including without limitation breach of contract, breach of warranty, negligence, strict liability, misrepresentation and other torts. This section does not limit any Verizon liability: (a) in tort for its willful or intentional misconduct; or (b) for bodily injury or death proximately caused by Verizon's negligence; or (c) loss or damage to real property or tangible personal property proximately caused by Verizon's negligence. A party may not bring any action or demand for arbitration arising out of this Agreement more than 2 years after the cause of action has accrued. The parties waive the right to invoke any different limitation on the bringing of actions under state law.
 
12.   Assignment. Either party may assign this Agreement or any of its rights hereunder to an affiliate or successor upon notice to the other party. A Customer affiliate or successor must meet Verizon's creditworthiness standards for the assignment to become effective. All other assignments are void.
 
13.   Service Marks, Trademarks and Name. Neither Verizon nor Customer may: (a) use any service mark or trademark of the other party; or (b) refer to the other party in connection with any advertising, promotion, press release or publication unless it obtains the other party's prior written approval.
 
14.   Dispute Resolution. Any claim or dispute ("Dispute") arising out of or relating to this Agreement (other than claims relating to indemnification and equitable relief) must be resolved by binding arbitration of a single arbitrator under the rules of the American Arbitration Association at a mutually agreed upon location. The arbitrator must base his or her decision upon this Agreement and applicable law, and has no authority to order consideration or class arbitration, or award punitive damages or any other relief beyond what the Agreement provides. The arbitrator must apply applicable statutes of limitation, subject to limitation of actions terms set forth in this Agreement. The parties agree that all Disputes must be pursued on an individual basis in accordance with the procedure noted above, and waive any rights to pursue any Dispute on a class basis, even if applicable law permits class actions or class arbitrations.
 
15.   Business Divestiture. In the event that Customer certifies to MCI in writing that: (a) Customer has sold or divested a subsidiary, affiliate or significant operating unit that uses Services hereunder ("Business Divestiture"); (b) Customer is unable to satisfy the AVC solely as a result of such Business Divestiture; (c) Customer has not substituted services provided by other vendors in place of the Services; and (d) Customer is not able to substitute for such diminished MCI usage other telecommunications services not currently provided to Customer by MCI, then Customer may request in writing that MCI and Customer attempt to negotiate a mutually agreeable amendment to this Agreement to [**]. In the event that MCI and Customer fail to agree on such amendment within [**] of Customer's written request, then this Agreement will remain in full force and effect and enforceable with its existing terms. This Section shall not apply during the first Contract Year of the Term, and thereafter may only be used [**] during the Term. Following the establishment by MCI of a revised AVC as set forth

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Contract ID: 545035-01
Verizon Business
Service Agreement
    herein, the revised AVC shall replace the AVC throughout this Agreement and Customer shall remain liable for charges pursuant to this Agreement, including without limitation, Underutilization Charges and Early Termination Charges, based on the revised AVC. Notwithstanding anything herein to the contrary, in the event of the establishment of a revised AVC, MCI may increase the rates provided and/or lower the discounts to Customer hereunder by sending at least [**] prior written notice thereof to Customer.
 
16.   Business Downturn. In the event that Customer certifies to MCI in writing, with supporting documentation, that (i) Customer is unable to meet the AVC, notwithstanding Customer's best efforts to do so and (ii) such failure results solely from a business downturn beyond Customer's control, which materially and permanently reduces the size or scope of Customer's operations and the volume of Services required by Customer hereunder, then Customer may request in writing that MCI and Customer attempt to negotiate a mutually agreeable amendment to this Agreement to [**]. In the event that MCI and Customer fail to agree on such amendment within [**] of Customer's written request, then this Agreement will remain in full force and effect and enforceable with its existing terms. This Section shall not apply during the first Contract Year of the Term, and thereafter may only be used [**] during the Term. Following the establishment by MCI of a revised AVC as set forth herein, the revised AVC shall replace the AVC throughout this Agreement and Customer shall remain liable for charges pursuant to this Agreement, including without limitation, Underutilization Charges and Early Termination Charges, based on the revised AVC.
 
17.   Notices. All communications hereunder, including disconnection notices, must be made to Customer at the address below and to Verizon at notice@verizonbusiness.com, following the procedures in the Guide.
     
To Customer   With a copy to:
Gomez, Inc.
420 Bedford St
   
 
   
Lexington, MA 024201508
   
18.   Acceptable Use. Use of Verizon's Internet Services and related equipment and facilities must comply with the then-current version of the Verizon Acceptable Use Policy ("Policy") (see www.verizonbusiness.com/terms). Verizon reserves the right to suspend or terminate Internet Services effective upon notice for a violation of the Policy. Customer will indemnify and hold harmless Verizon from any losses, damages, costs or expenses resulting from any third-party claim or allegation that if true, would constitute a violation of the Policy. Each party will promptly notify the other of any such claim.
 
19.   Entire Agreement. This Agreement (including Service Attachments and Exhibits referenced herein, and other documents incorporated by reference) constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes all other prior or contemporaneous representations, understandings or agreements. Except as otherwise expressly stated herein, no amendment to this Agreement is valid unless in writing and signed by both parties.
 
20.   Additional Attachments. This Agreement incorporates the following Attachment(s):
Services Attachment
Promotions Attachment
Special Pricing and Special Language Attachment

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Contract ID: 545035-01
Verizon Business
Service Agreement
Services Attachment
IP Communications Services
VOICE OVER IP SERVICE
I.   RATES AND CHARGES. Rates and charges and terms and conditions specific to each VoIP Service type are set forth in this Addendum. All rates and charges for VoIP Service are subject to change if VoIP Service is subjected to regulation by any State, or if Federal regulation of VoIP Service is expanded.
  A.   IP Flexible T1. Current rates and charges are described below and in the Guide. VoIP IP Flexible T1 service is available via the BUNDLED pricing model with unlimited local and domestic long distance calls.
  1.   Base Monthly Recurring Charge ("MRC"). Customer will pay $[**] as a Base MRC, which is fixed for the Term. The base MRC applies to each bundle at each Customer location and includes Internet Dedicated Price Protected T1 (1.5 Mbps) transport service with a standard router, the applicable VoIP Service Equipment, and local access and unlimited outbound U.S. long distance and local calling (subject to the number of simultaneous calling units selected). Each IP Flexible T1 bundle is limited to a maximum of [**] simultaneous calls.
 
  2.   Simultaneous Calling Capacity Charge. Customer will pay an MRC of $[**] ó which is fixed for the Term ó for each simultaneous calling unit multiplied by the number of simultaneous call units Customer has selected. A minimum of two units is required (thus, an MRC of $[**] will be charged for the two-simultaneous-call-minimum. Each such per-call unit includes the ability to make one outbound U.S. long distance or local call at a time. Calls to international locations can also be made but are billed at metered rates as defined in the Guide.
 
  3.   Bundled Site Activation Fee. Subject to change, a bundled site activation fee of $[**] will be charged for each Internet Dedicated bundle at each location.
 
  4.   Service Establishment Fee. New Verizon VoIP Service customers will pay a non-recurring service establishment fee of $[**].
 
  5.   Battery Backup Option. IP Flexible T1 configurations include the option to purchase a battery backup. The one-time purchase price is $[**], or rental is available for an MRC of $[**].
 
  6.   Voicemail. Voicemail is an optional network feature available to Customer at an MRC of $[**] per configured user, which is fixed for the Term.
 
  7.   Expedited Provisioning. A service fee of $[**] per circuit will be charged to Customers who request expedited provisioning of Internet Dedicated transport, whether the circuit is provisioned by Verizon or by another local exchange carrier.
  B.   IP Integrated Access. Current rates and charges are described below and in the Guide. VoIP IP Integrated Access Service is available via the A LA CARTE pricing model with Tiered pricing options.
  1.   Tiered Pricing ó Simultaneous Calling Capacity Charge. Customer will pay the following monthly recurring charge ("MRC") ó which is fixed for the Term ó per simultaneous calling unit multiplied by the number of simultaneous call units Customer selects. A minimum of two units is required. Each such simultaneous calling unit includes unlimited intra-enterprise VoIP (VoIP origination and termination) calling, unlimited local calling, and an allotment of inter-enterprise VoIP (either origination or termination is non-VoIP) long distance ("LD") minutes as set forth below. Tiered overage charges will apply as outlined below for minutes in excess of established limits. Minutes cannot be shared between locations [multiple buildings on a campus with a single VoIP connection comprise a single location] nor can they be rolled over from

Page 6 of 121


 
Contract ID: 545035-01
Verizon Business
Service Agreement
      month to month. Calls to international locations can also be made but are billed at metered rates as defined in the Guide.
                     
                Inter-enterprise    
    MRC Per   Intra-enterprise   Local Calls   VoIP LD Mins   Domestic Long
Service Type   Simultaneous Call   VoIP mins Included   Included   Included   Distance
Domestic LD and Local   [**]   [**]   [**]   [**]   [**]
Domestic LD
only
  [**]   [**]   [**]   [**]   [**]
[**].
  2.   Optional Virtual Fx Service Simultaneous Calling Capacity Charge. Virtual Fx allows Customer to receive inbound calls on a Direct Inward Dial (DID) number associated with a location outside the local exchange area for Customer's physical location. Customer shall pay an MRC per Simultaneous Call for optional Virtual Fx Inbound Local service of $[**]. Each such monthly charge includes the ability to receive one inbound local call at a time. Virtual Fx Service does not permit VoIP outbound calling at any location where a Virtual Fx-originated call may terminate. Customer will pay a separate charge for the DIDs as set forth in Section 2.6 in the Service Attachment.
 
  3.   Change in Simultaneous Call Count. Customer must maintain its simultaneous call count for at least a [**] period before requesting a change in simultaneous call count.
 
  4.   Equipment and Access.
  a.   In addition to the fees set forth above, Customer will pay the applicable fees (not included here) for the gateway, access or transport service (e.g., port and permanent virtual circuit charges), CPE, or any other service or equipment not explicitly described as part of the A LA CARTE pricing. Such fees will be described in the separate contract for the attendant service and/or CPE.
 
  b.   A LA CARTE pricing does not include Verizon Internet Dedicated or Private IP Service which must be purchased separately by Customer as transport for use with IP Integrated Access VoIP Service.
  5.   Service Establishment Fee. Customer will pay a non-recurring service establishment fee as set forth below.
     
    Service Establishment Fee
Number of Active DIDs   (per location)
[**]
  [**]
[**]
  [**]
[**]
  [**]
[**]
  [**]
[**]
  [**]
[**]
  [**]
[**]
  [**]
  6.   Feature Profiles. A "feature profile" is established for every unique DID number. IP Integrated Access sites are provided feature profiles [**].
 
  7.   Optional Network Features. Customer will pay for the optional network features at the following rates, which are fixed for the Term:

Page 7 of 121


 
Contract ID: 545035-01
Verizon Business
Service Agreement
     
Optional Network Features(s)   MRC
Auto Attendant
  [**]
Voicemail
  [**]
 
*   "Instance" means each menu of options that a caller may choose to access. Each separate listing of touch tone options presented to a caller is considered a separate menu.
  C.   IP Trunking. Current rates and charges are described below and in the Guide. VoIP IP Trunking Service is available via the A LA CARTE pricing model with Tiered pricing options.
  1.   Tiered Pricing ó Simultaneous Calling Capacity Charge. Customer will pay the following monthlyrecurring charge ("MRC") ó which is fixed for the Term ó per simultaneous calling unit multiplied by the number of simultaneous call units Customer selects. A minimum of two units is required. Each such simultaneous calling unit includes unlimited intra-enterprise VoIP (VoIP origination and termination) calling, unlimited local calling, and an allotment of inter-enterprise VoIP (either origination or termination is non-VoIP) long distance ("LD") minutes as set forth below. Tiered overage charges will apply as outlined below for minutes in excess of established limits. Minutes cannot be shared between locations [multiple buildings on a campus with a single VoIP connection comprise a single location] nor can they be rolled over from month to month. Calls to international locations can also be made but are billed at metered rates as defined in the Guide.
                     
                Inter-enterprise    
    MRC Per   Intra-enterprise   Local Calls   VoIP LD Mins   Domestic Long
Service Type   Simultaneous Call   VoIP mins Included   Included   Included   Distance
Domestic LD and Local   [**]   [**]   [**]   [**]   [**]
Domestic LD only
  [**]   [**]   [**]   [**]   [**]
[**].
  2.   Optional Virtual Fx Service Simultaneous Calling Capacity Charge. Virtual Fx allows Customer to receive inbound calls on a Direct Inward Dial (DID) number associated with a location outside the local exchange area for Customer's physical location. Customer shall pay an MRC per Simultaneous Call for optional Virtual Fx Inbound Local service of $[**]. Each such monthly charge includes the ability to receive one inbound local call at a time. Virtual Fx Service does not permit VoIP outbound calling at any location where a Virtual Fx-originated call may terminate. Customer will pay a separate charge for the DIDs as set forth in Section 2.6 in the Service Attachment.
 
  3.   Change in Simultaneous Call Count. Customer must maintain its simultaneous call count for at least a [**] period before requesting a change in simultaneous call count.
 
  4.   Equipment and Access.
  a.   In addition to the fees set forth above, Customer will pay the applicable fees (not included here) for the gateway, access or transport service (e.g., port and permanent virtual circuit charges), CPE, or any other services or equipment not explicitly described as part of the A LA CARTE pricing. Such fees will be described in the separate contract for the attendant service and/or CPE.
 
  b.   A LA CARTE pricing does not include Verizon Internet Dedicated or Private IP Service which must be purchased separately by Customer as transport for use with IP Integrated Access VoIP Service.

Page 8 of 121


 
Contract ID: 545035-01
Verizon Business
Service Agreement
  5.   Network Application Fees. Network application fees are charged for domain name, mail, new services, and other network applications. See the Network Application Fee Schedule at www.verizonbusiness.com/terms.
 
  6.   Service Establishment Fee. Customer will pay a non-recurring Service establishment fee as set forth below.
     
    Service Establishment Fee
Number of Active DIDs   (per location)
[**]
  [**]
[**]
  [**]
[**]
  [**]
[**]
  [**]
[**]
  [**]
[**]
  [**]
[**]
  [**]
  7.   Feature Profiles. A "feature profile" is established for every unique DID number. IP Trunking sites are provided feature profiles [**].
  8.   Optional Network Features. Customer will pay for the optional network features at the following rates, which are fixed for the Term:
     
Optional Network Features(s)   MRC
Auto Attendant
  [**]
Voicemail
  [**]
 
*   "Instance" means each menu of options that a caller may choose to access. Each separate listing of touch tone options presented to a caller is considered a separate menu.
  D.   Hosted IP Centrex. Current rates and charges are described below and in the Guide. VoIP Service is available via the A LA CARTE pricing model with Unlimited or Tiered pricing options and via the BUNDLED pricing model with Unlimited options. For each Customer location, up to two T-1 lines may be utilized (each of which must be purchased as part of a separate bundle).
  1.   A LA CARTE Unlimited Pricing ó Simultaneous Calling Capacity Charge. Customer will pay the following monthly recurring charge ("MRC") ó which is fixed for the Term ó per simultaneous calling unit multiplied by the number of simultaneous call units Customer selects. A minimum of two units is required. Each such simultaneous calling unit includes unlimited intra-enterprise VoIP (VoIP origination and termination) calling, unlimited local calling (if the customer purchases Domestic LD and local), and unlimited inter-enterprise VoIP (either origination or termination is non-VoIP) long distance ("LD") minutes as set forth below. Calls to international locations can also be made but are billed at metered rates as defined in the Guide.
     
Service Type   MRC Per Simultaneous Call
Domestic LD and Local
  [**]
Domestic LD only
  [**]
[**].
      Unlimited pricing is available to Customer only if it is not:
[**].
 
  2.   A LA CARTE Tiered Pricing ó Simultaneous Calling Capacity Charge. Customer will pay the following monthly recurring charge ("MRC") ó which is fixed for the Term

Page 9 of 121


 
Contract ID: 545035-01
Verizon Business
Service Agreement
ó per simultaneous calling unit multiplied by the number of simultaneous call units Customer selects. A minimum of two units is required. Each such simultaneous calling unit includes unlimited intra-enterprise VoIP (VoIP origination and termination) calling, unlimited local calling, and an allotment of inter-enterprise VoIP (either origination or termination is non-VoIP) long distance ("LD") minutes as set forth below. Tiered overage charges will apply as outlined below for minutes in excess of established limits. Minutes cannot be shared between locations [multiple buildings on a campus with a single VoIP connection comprise a single location] nor can they be rolled over from month to month. Calls to international locations can also be made but are billed at metered rates as defined in the Guide.
                     
                Inter-enterprise    
    MRC Per   Intra-enterprise   Local Calls   VoIP LD Mins   Domestic Long
Service Type   Simultaneous Call   VoIP mins Included   Included   Included   Distance
Domestic LD and Local
  [**]   [**]   [**]   [**]   [**]
Domestic LD only
  [**]   [**]   [**]   [**]   [**]
[**].
  3.   Optional Virtual Fx Service Simultaneous Calling Capacity Charge. Virtual Fx allows Customer to receive inbound calls on a Direct Inward Dial (DID) number associated with a location outside the local exchange area for Customer's physical location. Customer shall pay an MRC per Simultaneous Call for optional Virtual Fx Inbound Local service of $[**]. Each such monthly charge includes the ability to receive one inbound local call at a time. Virtual Fx Service does not permit VoIP outbound calling at any location where a Virtual Fx-originated call may terminate. Customer will pay a separate charge for the DIDs as set forth in Section 2.6 in the Service Attachment.
 
  4.   Change in Simultaneous Call Count. Customer must maintain its simultaneous call count for at least a [**] period before requesting a change in simultaneous call count.
 
  5.   Equipment and Access.
  a.   In addition to the fees set forth above, Customer will pay the applicable fees (not included here) for the gateway, access or transport service (e.g., port and permanent virtual circuit charges), CPE, or any other services or equipment not explicitly described as part of the A LA CARTE pricing. Such fees will be described in the separate contract for the attendant service and/or CPE.
 
  b.   A LA CARTE pricing does not include Verizon Internet Dedicated or Private IP Service which must be purchased separately by Customer as transport for use with IP Integrated Access VoIP Service.
  6.   BUNDLED Pricing ó Base MRC.
  a.   Base MRC. Customer will pay the MRC set forth below for BUNDLED pricing ó which is fixed for the Term ó based on the attendant transport service (either Internet DSL or Internet Dedicated) and router option (standard or upgraded). The applicable VoIP Service Equipment (defined in Section 3.12.2 in the Service Attachment) is included in the base MRC.
     
BUNDLED Pricing Transport Options   Base MRC
Internet DSL Office 384 kbps
  [**]
Internet DSL Office 768 kbps
  [**]
Internet Dedicated Tiered 768 kbps with standard router
  [**]
Internet Dedicated Tiered 768 kbps with upgraded router
  [**]

Page 10 of 121


 
Contract ID: 545035-01
Verizon Business
Service Agreement
     
Internet Dedicated Price Protected T1 (1.5 Mbps) with standard router
  [**]
Internet Dedicated Price Protected T1 (1.5 Mbps) with upgraded router
  [**]
Optional Internet Dedicated Shadow T1 (1.5 Mbps)
  [**]
  b.   Composition of Base MRC. The base MRC applies to each bundle at each Customer location and includes the selected BUNDLED transport service (including Shadow T1, if applicable), the applicable VoIP Service Equipment, local access and unlimited outbound U.S. long distance and local calling (subject to the number of simultaneous calling units selected). Each bundle is limited to the capacity of the transport service selected (either 384 kbps, 768 kbps or 1.5 Mbps) and to the simultaneous calling capacity available and selected for that transport service (for example, up to a maximum of 41 simultaneous calls on a 1.5 Mbps T1). The capacity of the Ethernet switch provided via BUNDLED pricing (whether standard or upgraded) is based on the simultaneous calling capacity selected. Additional capacity must be purchased separately.
  7.   BUNDLED Pricing ó Simultaneous Calling Capacity Charge ó Unlimited Plan. Customer will pay a monthly recurring charge ("MRC") of $[**] ó which is fixed for the Term ó per simultaneous calling unit multiplied by the number of simultaneous call units Customer selects. A minimum of two units is required. (So, for example, $[**] will be charged for the two-simultaneous-call minimum). Each such simultaneous calling unit includes unlimited intra-enterprise VoIP (VoIP origination and termination) calling, unlimited local calling (if the customer purchases Domestic LD and local), and unlimited inter-enterprise VoIP (either origination or termination is non-VoIP) long distance ("LD") minutes as set forth below. Calls to international locations can also be made but are billed at metered rates as defined in the Guide.
 
      Unlimited pricing is available to Customer only if it is not:
[**].
 
  8.   BUNDLED Pricing Limitations. Optional IP phones, external firewalls, or any other services or equipment not explicitly described as part of BUNDLED pricing are not included with BUNDLED pricing.
 
  9.   Shadow T1 Service. In addition, Customer may order optional BUNDLED Internet Dedicated Shadow T1 Service (available only if the upgraded router option is selected for the transport service), to back up Customer's primary BUNDLED transport service, for the base MRC indicated above in Section 2.5.1, above. When in use, BUNDLED Internet Dedicated Shadow T1 Service uses the Verizon Service Equipment included with Customer's primary BUNDLED Internet Dedicated Service).
 
  10.   Optional Switching Capacity.
  a.   Analog Gateway. The BUNDLED pricing Base MRC covers VoIP Service Equipment sufficient for a number of analog gateway ports equal to the simultaneous calling capacity selected. Customer will pay an additional MRC for any analog gateway capacity needed to support additional end-users (the "Extra Analog Gateway MRC"). The Extra Analog Gateway MRC is $[**] for each block of [**] additional end-users to be supported above the simultaneous calling capacity selected.
 
  b.   Ethernet Switch for Upgraded Router. If Customer selects one of the types of BUNDLED transport service which include an upgraded router as indicated above, for an additional MRC of $[**], Customer may select a Cisco 2950 optional Ethernet switch, supporting up to [**] ports, used in connection with BUNDLED Internet Dedicated service. Other upgraded Ethernet switches, not

Page 11 of 121


 
Contract ID: 545035-01
Verizon Business
Service Agreement
      described here, are also available pursuant to the separate CPE Service Attachment.
  11.   BUNDLED Site Activation Fee. Subject to change, a BUNDLED Site Activation Fee of $[**] and $[**] will be charged respectively for each Internet Dedicated bundle and each Internet DSL bundle at each location.
 
  12.   Service Establishment Fee. Customer will pay a non-recurring Service Establishment Fee as set forth below (subject to change):
     
Number of active DID   Charge per Location
[**]
  [**]
[**]
  [**]
[**]
  [**]
[**]
  [**]
[**]
  [**]
[**]
  [**]
[**]
  [**]
  13.   Expedited Provisioning (Bundled Pricing). A service fee of $[**] per circuit will be charged to Customers who request expedited provisioning of Internet Dedicated transport, whether the circuit is provisioned by Verizon or by another local exchange carrier.
 
  14.   Optional Network Features available with A LA CARTE or BUNDLED pricing. Customer will pay for the optional network features at the following rates, which are fixed for the Term:
     
Optional Network Features(s)   MRC
Auto Attendant
  [**]
Accounting and Authorization codes
  [**]
Attendant Console
  [**]
Remote Office
  [**]
Additional feature profiles**
  [**]
Voicemail
  [**]
 
*   With respect to the Auto Attendant feature, "instance" means each menu of options that a caller may choose to access. Each separate listing of touch tone options presented to a caller is considered a separate menu.
 
**   A "feature profile" is the user name and password a subscriber is given to access the Verizon Customer Center so he/she can personalize features. Customers are provided one feature profile for each simultaneous call unit. Additional feature profiles are charged at the rate shown.
  E.   SUPPLEMENTAL RATES AND CHARGES ó VoIP SERVICE
  1.   Network Application Fees. Network application fees are charged for domain name, mail, new services, and other network applications. See the Network Application Fee Schedule at www.verizonbusiness.com/terms.
 
  2.   Dispatch Charge. Subject to change, Customer will pay a dispatch charge of $[**] for each occasion in which Verizon dispatches a technician to make a Customer-requested change or adjustment in VoIP Service during the installation process.
 
  3.   Billing Initiation. Customer can arrange to port its numbers using LNP (Local Number Portability) at the same time VoIP service with BUNDLED pricing is made available for use, or delay LNP for up to [**] afterwards. Billing for VoIP service with BUNDLED pricing will begin no later than the [**] after the VoIP service is available for use.

Page 12 of 121


 
Contract ID: 545035-01
Verizon Business
Service Agreement
  4.   Outbound "Off-Net" International Calling. U.S. VoIP-to-International PSTN calls are charged at the rates set forth in the Guide.
 
  5.   Optional Local Service Features. The optional local service features are charged at the rates set forth in the Guide.
 
  6.   Direct Inward Dial (DID) Service. Customer may purchase DID service at the current rate of $[**] per month per block of [**] DID numbers plus an installation charge (currently $[**] per block of [**] DID numbers).
 
  7.   On-Site Training Charge. On-site training is available pursuant to a separate site service attachment at the rates set forth for VoIP service.
 
  8.   Equipment. Optional equipment required for any VoIP service ("CPE") is provided pursuant to a separate CPE Service Attachment.
II.   Discounts.
  A.   Term discounts shown in the table below are applicable only:
  ï   Within A LA CARTE and BUNDLED Pricing: Simultaneous Call Charge; Optional Network Feature Charges; DID blocks; and
 
  ï   Within BUNDLED Pricing: Pricing Base Charge; Shadow T1 redundancy; and rental price for the first [**] Cisco 2950 Ethernet Switches.
      Discounts are not available for any other VoIP Services, charges, or features.
     
Service Type   Discount
[**]
  [**]%
II.   TERMS AND CONDITIONS
  A.   Business Application. VoIP Service is offered only to commercial business customers.
 
  B.   Equipment. Optional CPE required for any VoIP Service is provided pursuant to the CPE Service Attachment.
 
  C.   Emergency Calling Services. Enhanced 911 service ("E-911") currently enables users to access an appropriate public safety answering point ("PSAP") by dialing 911 with Automatic Number Identification (hereinafter referred to as "ANI") and Automatic Location Identification ("ALI") displayed at the PSAP. The ANI may be the calling party number ("CPN") or the billing telephone number ("BTN") depending on Customer's configuration. The ability to access an appropriate PSAP depends on the type, configuration and location of the phone used. Verizon provides E-911 only in locations where such 911 calling is available and only under the limited circumstances described below. Furthermore, much like access to 911 emergency service via traditional PSTN local service, access to a PSAP will be unavailable if Customer's access circuit or local gateway fails. Customer is responsible for complying with all applicable 911 emergency calling service laws.
  1.   Long Distance Service/Limitations on E-911. VOIP-based Long Distance Voice Service does not provide E-911 access. Thus, to ensure proper E-911 access and support, Customer must obtain separate Local service when only Long Distance Voice Service is ordered from Verizon.
 
  2.   PS/ALI. If Customer requires location-specific ALI (such as floor and room number within a building) delivery to the PSAP for TDM KSU systems, TDM PBX/KSU systems, IP PBX/KSU systems, or otherwise desires E-911 service to be provided for multiple user configurations, Customer must implement Private Switch/Automatic Location Identification (PS/ALI). Customer may obtain the software and support that enable PS/ALI from a third-party provider. In all cases, VoIP Service can only support the delivery of the caller's station level phone number to a PSAP when such telephone numbers are ported to Verizon during the initial provisioning process or are numbers assigned by Verizon. Before Verizon will support Customer's use of PS/ALI, Customer must execute Verizon's LOA (see Section 3.4, below). Once PS/ALI is implemented, Verizon will continue to send 911 calls to the PSAP; however, Customer and not Verizon

Page 13 of 121


 
Contract ID: 545035-01
Verizon Business
Service Agreement
      will be entirely responsible for the content of the information delivered in ALI to the PSAP.
 
  3.   Other Access Limitations. Common events that can limit access to E-911 include but are not limited to:
  ï   Loss of Electric Service. VoIP Service will be interrupted if there is a loss of electric service. Customers are urged to implement a battery backup system for VoIP Service.
 
  ï   Loss of Broadband Service. VoIP Service will be interrupted if the attendant broadband connection is not available.
 
  ï   Failure of Equipment. The malfunction or failure of equipment, software or hardware necessary for end-to-end Internet functionality (e.g., routers, IP phones, analog gateways, etc.) can limit access to E-911.
 
  ï   Failure to Register New Location of Equipment. Currently, Verizon is not able to provide E-911 except at the user's registered primary service location. If a VoIP phone is to be used at a location other than the user's registered primary service location, E-911 will not be available.
 
  ï   Non-Recognition of Phone Number. If an end-user uses a non-native telephone number (i.e., a telephone number from a local exchange area different from where the caller is located), E-911 access may be limited.
  4.   End-User Notice Requirements. Customer will notify all of its end users of Verizon VoIP of the interaction and/or limitations of E-911 with Verizon VoIP. Customer also will notify all such end-users what procedures they must follow for registering a new location prior to moving an IP phone.
 
  5.   Corrupt ANI and Emergency Call Trace Limitations. If the ANI delivered to Verizon in the 911 call setup message is not recognized and therefore considered "corrupt," the call will be automatically routed by Verizon to an Emergency Call Relay Center (ECRC). Such a call will be answered by operators who will relay the call to the appropriate emergency service provider based on the caller's ability to communicate a current location and emergency service needed. If the caller is unable to communicate current location, call trace procedures will be implemented. Note that call trace capabilities may be limited.
 
  6.   Disclaimer of Certain Damages. E-911 service is offered solely as an aid in contacting an appropriate PSAP in connection with fire, police and other emergencies. Verizon is not responsible for any losses, claims, demands, suits or any liability whatsoever ("Losses"), including without limitation (i) losses to or relating to Customer or a third party, (ii) losses for any personal injury or property damage or loss, (iii) losses claimed to have been caused by (a) mistakes, omissions, interruptions, delays, errors or other defects in the provision of E-911, or (b) installation, operation, failure to operate, maintenance, removal, presence, condition, location or use of any equipment and facilities furnishing VoIP service. Verizon also is not responsible for any infringement or invasion of the right of privacy of any person or persons caused or claimed to have been caused, directly or indirectly, by the installation, operation, failure to operate, maintenance, removal, presence, condition, occasion or use of E-911 and the equipment associated with it, or by any services furnished by Verizon including, but not limited to, the identification of the telephone number, address or name associated with the phone used by the party or parties accessing E-911, and which arise out of the negligence or other wrongful act of Verizon, customer, its users, agencies or municipalities, or the employees or agents of any one of them.
 
  7.   Indemnity. CUSTOMER WILL INDEMNIFY, DEFEND, AND HOLD VERIZON HARMLESS FROM ANY CLAIMS OR CAUSES OF ACTION ARISING FROM THE NON-IMPLEMENTATION OF PS/ALI AND/OR ENABLING OF STATION LEVEL 911 SERVICE, OR THE FAILURE OF PS/ALI OR STATION LEVEL 911 SERVICE IF ENABLED.

Page 14 of 121


 
Contract ID: 545035-01
Verizon Business
Service Agreement
  D.   Letter of Authorization. To the extent Customer's VoIP Service includes the provision of Verizon's Local voice service and Customer implements PS/ALI, Customer will execute Verizon's Letter of Authorization ("LOA") that lists affected telephone numbers (via range, if applicable) and the attendant street addresses. Verizon will use the LOA to notify the appropriate Incumbent Local Exchange Carrier (ILEC) that Customer, not Verizon, is now responsible for building, loading, and maintaining the location-specific ALI database for the CPNs associated with the BTNs.
 
  E.   No Resale. VoIP Service is provided only to Customer. Resale by Customer of VoIP Service as a stand-alone service is prohibited. However, if Customer subscribes to a tiered pricing plan for VoIP Service, Customer may provide to and be compensated by end users for VoIP-based services as a component of a larger service offering provided, for example, to a retirement home, campus-living facility, or hotel.
 
  F.   Customer Responsibilities. In addition to the other obligations of Customer contained in this Service Attachment and the Agreement, Customer will be responsible for the following obligations:
  1.   Customer-Obtained Facilities. Except as otherwise expressly stated herein, Customer is responsible for obtaining, installing, configuring and maintaining all equipment (including, but not limited to, SIP Phones, gateways and firewalls), software, wiring, power sources, telephone connections and/or communications services necessary for inter-connection with Verizon's network or otherwise for use in conjunction with VoIP Service ("Facilities"). Customer is responsible for ensuring that such Facilities are compatible with Verizon's requirements (including being certified for use with VoIP Service where applicable), and that they continue to be compatible with subsequent revision levels of Verizon-provided equipment, software and services. Customer is responsible for operation and configuration of its computer(s) and LAN/WAN. If Customer connects any Facilities to VoIP Service that Customer reasonably should know may not be compatible with VoIP service, Customer is solely responsible for any effects that arise from that connection on VoIP service, equipment or software of Verizon, Customer, or any third party, and Customer waives any claims against Verizon relating to the performance of VoIP service.

Page 15 of 121


 
Contract ID: 545035-01
Verizon Business
Service Agreement
  2.   Security. Use of VoIP service, like other network-based services, carries certain security risks to the systems and networks of Customer, Verizon and third parties including, but not limited to: misuse, unauthorized access; alterations; theft; destruction; corruption; and attacks ("Occurrences"). Customer shall, at its own expense, take security measures, including but not limited to use of firewalls, passwords, access restrictions, encryption, policies and physical access restrictions ("Security Measures") to protect from Occurrences all VoIP Service traffic, Facilities and other equipment, software, data and systems located on Customer's premises or otherwise in Customer's control and used in connection with VoIP service, whether owned by Customer, Verizon or Verizon's subcontractors. Customer agrees that Verizon is not liable, in contract, tort, or on any other basis, for any loss resulting from any Occurrences or use of such VoIP Service traffic, Facilities, or other equipment, software, data and systems. Customer is responsible for all Security Measures, even if Customer uses a third party (or Verizon) to configure and implement them.
  G.   Design Approval. Notwithstanding the inclusion of this VoIP Service Attachment in Customer's contract, availability of VoIP Service on a site-by-site basis is subject to having a site design reviewed and approved by Verizon.
 
  H.   Service Disclaimer. Verizon shall not be responsible for certain conditions r equipment that may affect VoIP Service, including, without limitation:
  ï   Failure or poor performance of Customer's Domain Name Server ("DNS Server") and/or local area network ("LAN") upon which VoIP Service relies. Network-related outages also may occur, and service restoration intervals may vary from those associated with traditional telecommunications service.
 
  ï   Communications from analog modems may have protocol interaction issues when used over VoIP technology (due to their handshake and error-checking rules) and cannot be assured of the same quality as other communications;
 
  ï   VoIP Service is provided without any warranty whatsoever with respect to modems. Modems may not be used on VoIP Service except with Codec G.711 without silence suppression.
 
  ï   Alarm lines (whether or not they use modems) are wholly unsupported on VoIP Service (with respect to both service and wiring, without limitation).
 
  ï   Customer will be responsible for all inside wiring and special construction charges.
  I.   Geographic Coverage. VoIP Service is not available in Hawaii or Alaska and may not be available in other states or regions.
 
  J.   Restrictions. Customer understands that use of VoIP Service is restricted in the following manner:
  ï   Customer may not extend its VoIP service to locations outside of the U.S. without written permission from Verizon.
 
  ï   At any given time, Customer may only place as many concurrent calls as it has purchased;
 
  ï   Customer may not modify the Verizon-installed design and/or configuration without the previous written consent of Verizon; Customer expressly acknowledges that any violation of the foregoing restrictions on its use of VoIP Service will result in the immediate termination of services.
  K.   Call Origination Information. Customer acknowledges that Verizon classifies local and long distance calls to determine appropriate rate allocation (i.e., local, intrastate or interstate). Verizon bases this classification on the information in Verizon's systems identifying each call's originating

Page 16 of 121


 
Contract ID: 545035-01
Verizon Business
Service Agreement
      location. As accurate information regarding the origination point of calls is necessary to make the appropriate rate allocation, it is a material condition of this Service Attachment that customer provide Verizon with accurate information reflecting its calls' originating location. Customer therefore warrants that it will, at all times use, for each telephone station, a telephone number with an NPA-NXX code ()i.e., the first six digits of a 10-digit number, representing the area code and exchange) that Verizon has assigned to the rate center area in which that customer telephone station is located. Customer further warrants that it will not alter the originating location of any its calls to reflect the NPA-NXX code associated with an intermediate point or some point other than where the call originated and will, upon request from Verizon, provide Verizon with supporting information to confirm the accuracy of the originating call information from all such calls. Customer hereby indemnifies Verizon with respect to any third-party claims associated with Customer's failure to fulfill its obligations under this section.
 
  L.   Additional Terms and Conditions for BUNDLED pricing Model. The BUNDLED pricing model is subject to the following additional terms and conditions.
  1.   Verizon may interrupt BUNDLED Internet DSL or Internet Dedicated Services for scheduled or emergency maintenance or as otherwise set forth in this Agreement. Internet DSL local loop connections between Customer's location and Verizon will be arranged by Verizon, and are provided through a local exchange carrier. Customer authorizes Verizon to act as its agent with respect to the ordering, installing, monitoring, testing, repairing, and performing all related activities regarding the local exchange carrier and the Internet DSL local loop connection. Internet DSL may be unavailable in any particular location, even after being ordered. Service availability and speed level cannot be determined until a technician visits the site and performs installation tests. If Internet DSL is not available (either entirely or at the speed level ordered) after being ordered, the order will be deemed canceled. If Internet DSL is available at a lower speed level, customer may reorder the service at the new speed level. Once in service, Internet DSL may be interrupted as a result of various circumstances, including those involving the local exchange carrier, over which Verizon may have limited control. In particular, the resolution of a local loop interruption may be delayed if local exchange carrier support is not available or effective.
 
  2.   VoIP Service Equipment.
  a.   General. At all times, title to any equipment provided by Verizon as part of VoIP Service ("VoIP Service Equipment") will remain with Verizon. Customer shall (i) maintain the VoIP Service Equipment and any associated software, systems, cabling and facilities in accordance with the reasonable instructions or Verizon as may be given from time to time; (ii) not modify, relocate, or in any way interfere with the VoIP Service Equipment unless expressly authorized by a representative of Verizon to do so; and (iii) not cause the VoIP Service Equipment to be repaired, serviced, or otherwise accessed except by an authorized representative of Verizon. Failure of Customer to permit Verizon representatives entry, upon reasonable request, to Customer premises or service locations to repair or maintain VoIP Service or equipment will discharge Verizon from its service obligation. Upon termination or expiration of this Agreement, Customer will return the VoIP Service Equipment to Verizon at Verizon's expense in the manner set forth in the Guide.
 
  b.   Maintenance. With respect to the VoIP Service Equipment only, Verizon will provide the following maintenance services ("Maintenance Services"): (i) Use commercially reasonable efforts to isolate any problems with the VoIP Service Equipment that resides on Customer's site and send a technician to Customer's site if necessary; (ii) replacement of affected components if Verizon, in its sole discretion, determines that any VoIP Service Equipment that resides on Customer's premise needs to be replaced; such component to be replaced with a

Page 17 of 121


 
Contract ID: 545035-01
Verizon Business
Service Agreement
      component in good working order and of like kind and functionality from a manufacturer of Verizon's choice at the time of replacement.
 
  c.   Normal Use Limitation. Maintenance Services only apply to problems arising out of the normal use of the VoIP Service Equipment and do not apply if the VoIP Service Equipment is damaged as a result of the negligence or willful misconduct of Customer. If repair and/or replacement is required because of damage caused by Customer's negligence or willful misconduct, Customer will be charged time at a rate of $[**] per hour during normal business hours to repair the VoIP Service Equipment, and Customer will be charged the replacement cost of VoIP Service Equipment requiring replacement.
  3.   Service Level Agreement. The Service Level Agreement ("SLA") for VoIP is set forth at www.verizonbusiness.com/terms. Verizon reserves the right to amend SLAs from time to time, effective upon either posting of the revised SLA to that URL or providing other notice to Customer. These SLAs set forth Customer's sole remedies for any claim relating to VoIP Service (including the Internet Dedicated or Internet DSL Office service), including any failure to meet the conditions set forth in these SLAs. Verizon's records and data are the basis for all SLA calculations and determinations. Under these SLAs, the maximum amount of credit available to Customer for any calendar month shall not exceed the following (a) for A LA CARTE pricing, the [**]; or (b) for BUNDLED pricing, the [**].
  M.   Additional Terms and Conditions for IP Flexible T1
  1.   E-911 ó Calling Limitations
  a.   E-911 provided via IP Flexile T1 will pass ANI and the registered primary service address of that ANI as ALI. If Customer requires location-specific ALI (such as floor and room number within a building) delivery to the PSAP for TDM KSU systems, Customer must implement Private Switch/Automatic Location Identification (PS/ALI). Customer may obtain the software the support that enable PS/ALI from a third-party provider. In all cases, VoIP Service can only support the delivery of the caller's station level phone number to a PSAP when such telephone numbers are ported to Verizon during the initial provisioning process or are numbers assigned by Verizon.
 
  B.   Before Verizon will support Customer's use of PS/ALI, Customer must execute Verizon's LOA (see Section 3.4 in the Service Attachment). Once PS/ALI is implemented, Verizon will continue to send 911 calls to the PSAP; however, Customer and not Verizon will be entirely responsible for the content of the information delivered in ALI to the PSAP.
  2.   IP Flexible T1 Service Restrictions:
  ï   For each Customer location, up to two T-1 lines may be utilized (each of which must be purchased as part of a separate bundle).
 
  ï   Customer may not utilize auto-dialers or any similar type of device in connection with IP Flexible T1 VoIP Service.
 
  ï   Customer may not utilize IP Flexible T1 VoLP Service in any call center environment or in connection with any similar such application.
 
  ï   Customer may not utilize IP Flexible T1 VoIP Service for telemarketing, fax broadcasting, fax blasting, or continuous or extensive call forwarding.
 
  ï   Customer may not aggregate traffic from multiple sites into a single site configured with IP Flexible T1 VoIP Service.
 
  ï   Customer expressly acknowledges that any violation of the foregoing restrictions on its use of IP Flexible T1 VoIP Service will result in the immediate termination of services.
  N.   Additional Terms and Conditions for IP Integrated Access
  1.   E-911 ó Calling Limitations.

Page 18 of 121


 
Contract ID: 545035-01
Verizon Business
Service Agreement
  a.   E-911 provided via IP Integrated Access will pass ANI and the registered primary service address of that ANI as ALI. If VoIP Service is provided to a campus environment where all buildings have the same service address and rate center using a TDM PBX/KSU, then Customer acknowledges and agrees that when 911 is dialed, the call will be routed to the appropriate PSAP based on the primary service address of the calling ANI.
 
  b.   If Customer purchases VoIP Service in a single-site tenant or hotel configuration with a TDM PBX/KSU, it is responsible for complying with all applicable emergency 911 laws. The latter may include state or local laws that require it (as owner of the TDM PBX) to implement PS/ALI to ensure required E-911 support for multiple user configurations to enable station level 911 ANI and ALI display.
 
  c.   If Customer purchases VoIP Service in a geographically-distributed multi-site environment using a TDM PBX or Key System, then only Long Distance Voice Services will be available and Customer will be responsible for obtaining separate Local service as set forth in Section 3.3.1 in the Service Attachment.
  O.   Additional Terms and Conditions for IP Trunking
  1.   E-911 ó Calling Limitations.
  a.   E-911 provided via IP Trunking will pass ANI and the registered primary service address of that ANI as ALI. If VoIP Service is provided to a campus environment where all buildings have the same service address and rate center using a IP PBX/KSU, then Customer acknowledges and agrees that when 911 is dialed, the call will be routed to the appropriate PSAP based on the primary service address of the calling ANI.
 
  b.   If Customer purchases VoIP Service in a single-site tenant or hotel configuration with a IP PBX/KSU, it is responsible for complying with all applicable emergency 911 laws. The latter may include state or local laws that require it (as owner of the IP PBX) to implement PS/ALI to ensure required E-911 support for multiple user configurations to enable station level 911 ANI and ALI display.
 
  c.   If Customer purchases VoIP Service is a geographically-distributed multi-site environment using an IP PBX, then only Long Distance Voice Service will be available and Customer will be responsible for obtaining separate Local service as set forth in Section 3.3.1 in the Service Attachment.
  P.   Additional Terms and Conditions for Hosted IP Centrex.
  1.   E-911 ó Calling Limitations.
  a.   E-911 provided via IP Integrated Access will pass ANI and the registered primary service address of that ANI as ALI. If VoIP Service is provided to a campus environment where all buildings have the same service address and rate center using a TDM PBX/KSU, then Customer acknowledges and agrees that when 911 is dialed, the call will be routed to the appropriate PSAP based on the primary service address of the calling ANI.
 
  b.   If Customer purchases VoIP Service in a single-site tenant or hotel configuration with a TDM PBX/KSU, it is responsible for complying with all applicable emergency 911 laws. The latter may include state or local laws that require it (as owner of the TDM PBX) to implement PS/ALI to ensure required E-911 support for multiple user configurations to enable station level 911 ANI and ALI display
 
  c.   If Customer purchases VoIP Services in a geographically-distributed multi-site environment using a TDM PBX or Key System, then only Long Distance Voice Service will be available and Customer will be responsible for obtaining separate Local service as set forth in Section 3.3.1 in the Service Attachment.
  2.   E-911 ó Limitations on Mobility.

Page 19 of 121


 
Contract ID: 545035-01
Verizon Business
Service Agreement
  a.   When 911 is dialed on an IP phone used with VoIP Service, the call is routed to the appropriate PSAP based on the primary service address of the ANI for the customer's configuration. Therefore, if moved to a new location, Customer must report the change of location and the phone may need to be reconfigured in order for an E-911 call to be routed to the appropriate PSAP. If Customer moves an IP phone without reporting the change of location or moves an IP phone outside Verizon's E-911 service area, VoIP Service may be suspended until Customer informs Verizon of the change or moves the IP phone back within Verizon's E-911 service area.
 
  b.   Change in Registered Location. Any of Customer's end users who want to use a VoIP Service-enabled IP phone other than at its current registered location, must call Verizon's Customer Service Center at 877-769-8956 (or at such number as Verizon subsequently informs Customer) in order to process a Move/Change service order to be re-registered for the new location. These procedures may require a change in the end user's telephone number. Moving an IP phone may cause the phone's IP address to change. Turning the power to a phone off and then back on, or unplugging it and then plugging it back in may also cause the IP address to change. A change in an IP phone's IP address indicates to Verizon that the phone may have been moved. Verizon may, but is not obligated to, monitor the IP phone's IP address. If Verizon detects that an IP phone's IP address has changed, and Verizon is unable to confirm that the IP phone has not been moved, Verizon will conclude the phone has been moved and will suspend VoIP Services to that phone. VoIP Service will remain suspended to that phone until Customer has confirmed to Verizon that the IP phone is at its registered location, or until a new fixed location within Verizon's coverage area has been registered for the location to which that end user's phone has been moved. End users with suspended VoIP Service will only be able to call Verizon's Customer Service Center or make outbound 911 calls; however, the call will be rerouted to the emergency service provider associated with the registered location.
  3.   Service Disclaimer. Customer understands that use of Hosted IP Centrex VoIP Service is restricted in the following manner:
  ï   Customer may not utilize VoIP Service in any call center environment or in connection with any similar such application.
 
  ï   Customer may not use VoIP Service for telemarketing, fax broadcasting, fax blasting or continuous or extensive call forwarding.
 
  ï   Customer may not aggregate traffic from multiple sites into a single site configured with Hosted IP Centrex VoIP Service.
 
  ï   Customer's design may not be configured with more than [**] oversubscription, i.e., no more than [**] DIDs per simultaneous call.
 
  ï   Customers may not utilize continuous or extensive call forwarding.
 
  ï   Customer may not utilize auto-dialers or any similar type of device in connection with VoIP service.
Voice Services
LOCAL SERVICE ó CLEC
The Local Service ó CLEC local exchange services provided pursuant to this Attachment ("Local Service) are provided by MCImetro Access Transmission Services LLC d/b/a Verizon Access Transmission Services, MCImetro Access Transmission Services of Virginia, Inc. d/b/a Verizon Access Transmission Services of Virginia, or

Page 20 of 121


 
Contract ID: 545035-01
Verizon Business
Service Agreement
MCImetro Access Transmission Services of Massachusetts, Inc. d/b/a Verizon Access Transmission Services of Massachusetts, as applicable.
I.   Rates and Charges. Service is governed by applicable Tariff provisions relating to Verizon Business Services II, as supplemented by this Attachment and the related Agreement.
  1.   Local Lines. Customer will pay the Monthly Recurring Charges ("MRC"), which include unlimited local usage and the install charges indicated in the table below. IntraLATA toll; interstate, intrastate and international long distance; toll free and calling card minutes and NOT included. Customer understands that the limitations may apply, based on location, as provided in applicable tariffs. Verizon will install the local lines from the nearest Central Office to the location where the telecommunications provider's wiring crosses or enters a property. Customer will be responsible for all inside wiring and special construction charges. Features are provided pursuant to the applicable state tariffs.
         
    Install Charge    
Market   Per Line   MRC Per Line*
Austin, Dallas, Fort Worth, Houston & San Antonio, TX
  [**]   [**]
California; Hartford, CT; Philadelphia & Pittsburgh, PA; Stamford, CT
  [**]   [**]
Illinois; Michigan; Salt Lake City, UT; Washington
  [**]   [**]
Cincinnati, Cleveland & Toledo, OH; Indianapolis, IN; Oregon;
  [**]   [**]
Delaware; Kansas City, Springfield & St. Louis MO; Milwaukee, WI; PA (rest of state); UT (rest of state); WI (rest of state)
  [**]   [**]
IN (rest of state); Iowa: Jacksonville, Miami, Orlando (BellSouth), Orlando (Sprint) (Winter Park) & Tampa, FL; Nebraska; Nevada
  [**]   [**]
Arizona; Charlotte, NC, Colorado; Idaho; Minnesota; New Mexico; OH (rest of state);
  [**]   [**]
Raleigh, NC
       
Boca Raton, FL; North Dakota
  [**]   [**]
FL (rest of state); South Dakota; TX (rest of state)
  [**]   [**]
CT (rest of state); Kansas
  [**]   [**]
Birmingham, AL; Washington, DC
  [**]   [**]
Atlanta, GA; New Jersey; New York; Tennessee
  [**]   [**]
Arkansas; Baltimore, MD; Louisiana; Massachusetts; MO (rest of state); Montana; N. Virginia; New Hampshire;
  [**]   [**]
Jackson, MS; NC (rest of state)
  [**]   [**]
Kentucky; Maine; Rhode Island
  [**]   [**]
AL (rest of state); VA (rest of state)
  [**]   [**]
GA (rest of state)
  [**]   [**]
MD (rest of state); Oklahoma
  [**]   [**]
MS (rest of state); South Carolina; Vermont
  [**]   [**]
Wyoming
  [**]   [**]
West Virginia
  [**]   [**]
Hawaii
  [**]   [**]
 
*   A monthly recurring, non-discountable end user common line ((EUCL) charge of $[**] applies. No additional local number portability (LNP) charge applies.
  2.   Local Trunks. Customers will pay the MRCs and the install charges indicated in the table below for Local Trunks, which include unlimited local usage and EUCL/LNP. Interstate, intrastate and international Long Distance, Toll Free or Calling Card Minutes, Direct Forward Dialing numbers and local features ate NOT included and are provided pursuant to the applicable state tariffs.

Page 21 of 121


 
Contract ID: 545035-01
Verizon Business
Service Agreement
         
        Monthly Recurring
Service Type   Install   Charge Per Trunk
[**]
  [**]   [**]
[**]
  [**]   [**]
  3.   Regional Metered Line. Customer will pay an MRC, and a rate-per-minute charge ("RPM") for all local exchange usage at the rates indicated in the able below, for Regional Metered Line service, based on Customer's commitment to a minimum term for Regional Metered Line of either one, two or three years. Additional charges apply for IntraLATA toll, interstate, intrastate, international long distance, toll free and calling card service. Verizon will install the local lines from the nearest Central Office to the location where the telecommunications provider's wiring crosses or enters a property. Customer will be responsible for all inside wiring and special construction charges. Features are provided pursuant to the applicable state tariffs.
                                             
    Market City   Base   Base       Market City   Base   Base       Market City   Base   Base
State   Location   MRC*   RPM   State   Location   MRC*   RPM   State   Location   MRC*   RPM
[**]
  [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
      A total of 1 page has been omitted and filed separately with the Securities and Exchange Commission.
 
*   A monthly recurring, non-discountable end user common line (EUCL) charge of $[**] applies. No additional local number portability (LNP) charge applies.
  4.   Local Metered T1. Customer will pay an MRC, and a RPM charge for all local exchange usage at the rates indicated in the table below, for Local Metered T1 (ISDN-PRI) service, based on Customer's commitment to a minimum term for Local Metered T1 (ISDN-PRI) service of either one, two or three years. Additional charges apply for IntraLATA toll, interstate, intrastate, international long distance, toll free and calling card service. No additional EUCL charge or LNP charge applies. Verizon will install the local lines from the nearest Central Office to the location where the telecommunications provider's wiring crosses or enters a property. Customer will be responsible for all inside wiring and special construction charges. Features are provided pursuant to the applicable state tariffs.
         
Service Type   Base MRC   Base RPM
[**]
  [**]   [**]
  5.   Hosted Voice Messaging Service (Voicemail). Voicemail services provided pursuant to this Attachment ("Voicemail Service") are governed by, and will change in accordance with, the Guide and any applicable Tariffs, as supplemented by this Attachment and the related Agreement. Customer will pay the Monthly Recurring Charge ("MRC") for Voicemail service as well as applicable one-time charges set forth below.
         
Service   Install   MRC per Mailbox
[**]
  [**]   [**]
[**]
  [**]   [**]
[**]
  [**]   [**]
[**]
  [**]   [**]
[**]
  [**]   [**]
[**]
  [**]   [**]
  6.   Local Installation Waiver Promotion. As a promotional offering for Local Service ordered between October 1, 2006 and December 31, 2006, Verizon will waive installation and other one-time charges associated with Verizon Local Service ordered under this Agreement at the time Customer signs it except for those related to disaster

Page 22 of 121


 
Contract ID: 545035-01
Verizon Business
Service Agreement
      recovery, Telecommunications Service Priority, expedited installation, non-listed/non-published service, and any charges imposed by third parties (including access, egress, jack or wiring changes). Without limitation, usage and usage-related charges (e.g. taxes, tax-like surcharges, and Governmental charges) also will not be waived. Waived installation fees are set out above for reference with respect to orders to which the promotion does not apply.
  A.   Discounts. Customer will receive the following discount percentage off the MRCs and RPM for Local Service listed above.
     
Service Type   Discount off MRC
Local
  [**]%
LONG DISTANCE SERVICE
I.   Rates and Charges.
  A.   Intrastate Outbound, Inbound (Toll Free) and Calling Card Service. Customer will pay the following per minute rates, which are fixed for the Term of this Agreement, for domestic intrastate outbound (based on origination type), inbound (toll free) usage (based on termination type), and calling card usage (based on switched origination). Other Long Distance rates and charges are set forth in the applicable Tariffs.
         
    Rate Per-Minute
    Switched &    
    Card, as   Dedicated &
State   applicable   Local*
Alabama
  [**]   [**]
Arizona
  [**]   [**]
Arkansas
  [**]   [**]
California
  [**]   [**]
Colorado
  [**]   [**]
Connecticut
  [**]   [**]
Delaware
  [**]   [**]
Florida
  [**]   [**]
Georgia
  [**]   [**]
Hawaii
  [**]   [**]
Idaho
  [**]   [**]
Illinois
  [**]   [**]
Indiana
  [**]   [**]
Iowa
  [**]   [**]
Kansas
  [**]   [**]
Kentucky
  [**]   [**]
Louisiana
  [**]   [**]
Maine
  [**]   [**]
Maryland
  [**]   [**]
Massachusetts
  [**]   [**]
Michigan
  [**]   [**]
Minnesota
  [**]   [**]
Mississippi
  [**]   [**]
Missouri
  [**]   [**]
Montana
  [**]   [**]
Nebraska
  [**]   [**]
Nevada
  [**]   [**]
New Hampshire
  [**]   [**]
New Jersey
  [**]   [**]
New Mexico
  [**]   [**]
New York
  [**]   [**]
North Carolina
  [**]   [**]
North Dakota
  [**]   [**]
Ohio
  [**]   [**]
Oklahoma
  [**]   [**]
Oregon
  [**]   [**]
Pennsylvania
  [**]   [**]
Rhode Island
  [**]   [**]
South Carolina
  [**]   [**]
South Dakota
  [**]   [**]
Tennessee
  [**]   [**]
Texas
  [**]   [**]
Utah
  [**]   [**]
Vermont
  [**]   [**]
Virginia
  [**]   [**]
Washington
  [**]   [**]
West Virginia
  [**]   [**]
Wisconsin
  [**]   [**]
Wyoming
  [**]   [**]

Page 23 of 121


 
Contract ID: 545035-01
Verizon Business
Service Agreement
 
*   Indicates pricing, where applicable, for those customers originating/terminating based upon call type for calls over Verizon local service.
  B.   Interstate Outbound (Toll Free) Service and Calling Card Service. Customer will pay the following per minute rates, which are fixed for the Term of this Agreement, for domestic interstate outbound usage (based on origination type), inbound (toll free) usage (based on termination type) and calling card usage (based on switched origination). Other Long Distance rates and charges are set forth in the Guide Provisions for Voice Services.
     
Origination/Termination Type   Rate Per-Minute
Switched/Card
  [**]
Dedicated/Local Network Connection
  [**]
  C.   International Outbound, Inbound (Toll-Free) and Calling Card Service. For international outbound and calling card service, Customer will pay the per minute rates, which are fixed for the Term of this Agreement, specified in the Guide provisions relating to outbound Service (a Voice Service), including Card, usage that originates in the U.S. Mainland, Hawaii and U.S. Virgin Islands, and terminates to mobile telephone in international locations (based on origination type). Customer will pay an additional per-minute surcharge for calls that terminate to mobile telephones in international locations at the rates set forth in the Guide (where applicable). Customers will pay the per minutes rates, which are fixed for the Term of this Agreement, specified in the Guide provisions relating International Toll Free Service usage which originates from the applicable international locations and terminates via switched, dedicated, or local terminations in the U.S. Mainland, Hawaii, and the U.S. Virgin Islands.
 
  D.   LD Voice Package. Customer will pay the following flat rate monthly charge ("MRC"), fixed for the Term of the Agreement, for all intrastate and interstate outbound Long Distance calls from any single Customer site up to [**] minutes per month originating from a T1 or PRI purchased from Verizon.
     
Agreement Term   MRC*
One Year
  [**]
Two Years
  [**]
Three Years
  [**]
 
*   Overage Rate: Customer will pay a per-minute charge of $[**] for each minute in excess of [**] in a month.
    Customer understands that the LD Voice Package is restricted in the following manner:
  1.   International long distance, inbound (toll free), and calling card minutes are NOT included.
 
  2.   Customer may not utilize auto-dialers or any similar type of device in connection with the LD Voice Package.
 
  3.   Customer may not utilize the LD Voice Package in any call center environment or in connection with any such similar environment.
    Customer expressly acknowledges that any violation of the foregoing restrictions will result in the immediate termination of the LD Voice Package by Verizon and the resumption of standard rates for affected services.
 
II.   Discounts.
  A.   Interstate. Customer will receive a discount off the Interstate rates listed above.
     
Service Type   Discount off per Minute Rate
Interstate Outbound Long Distance And Calling Card Usage
  [**]%

Page 24 of 121


 
Contract ID: 545035-01
Verizon Business
Service Agreement
     
Service Type   Discount off per Minute Rate
Interstate Inbound (Toll Free) Usage
  [**]%
  B.   International Outbound, Inbound (Toll Free) and Calling Card Service. Customer will receive the following discount off the per minute rates listed in the Guide provisions relating to International Outbound, Inbound (Toll Free) and Calling Card service.
     
Service Type   Discount off per Minute Rate
International Outbound Long Distance And Calling Card Usage
  [**]%
     
Service Type   Discount off per Minute Rate
International Inbound (Toll Free) Long Distance Usage
  [**]%
III.   Special Pricing.
  A.   Interstate Outbound Voice Service (Option 1), including interstate Calling Card Service. Verizon interstate outbound voice services ("Outbound Voice Service") provided pursuant to this Attachment are governed by the Guide provisions relating to Voice Service. The following rates per minute for Interstate Outbound Voice Service will be fixed for the Term and are in lieu of all other rates, discounts and promotions, including those set forth herein:
Interstate Outbound, Option 1
     
Origination   Rate Per minute
Local   [**]
Dedicated   [**]
Switched   [**]
      For Calling Card Service, Customer will pay the Switched/Dedicated or the Switched/Switched rates, based on the type of termination.
 
  B.   Interstate Inbound Voice Service (Option 1). Verizon interstate inbound voice services (Inbound Voice Service") provided pursuant to this Attachment are governed by the Guide provisions relating to Voice Service. The following rates per minute for Interstate Inbound Voice Service will be fixed for the Term and are in lieu of all other rates, discounts and promotions, including those set forth herein:
Interstate Inbound, Option 1
     
Origination   Rate Per minute
Local   [**]
Dedicated   [**]
Switched   [**]
  C.   Intrastate Voice Service State-Specific Option 1. In lieu of all other rates, discounts and promotions, including those set forth herein, Customer will pay the following per minute rates, which are fixed for the Term, for domestic intrastate outbound (based on origination type), inbound (toll free) usage (based on termination type), and calling card usage (based on switched origination) for the following States. Other long distance rates and charges are set forth in the applicable Tariffs.
 
      These rates apply in response to competitive marketplace conditions, as Customer asserts that otherwise it will accept another company's offer.

Page 25 of 121


 
Contract ID: 545035-01
Verizon Business
Service Agreement
Intrastate Outbound Voice Service ó State Specific ó (Option 1)
             
State(s)   Local Origination   Dedicated Origination   Switched Origination
Massachusetts
  [**]   [**]   [**]
Intrastate Inbound Voice Service ó State Specific ó (Option 1)
             
State(s)   Local Origination   Dedicated Origination   Switched Origination
Massachusetts
  [**]   [**]   [**]
Conferencing Services
AUDIO CONFERENCING AND NET CONFERENCING SERVICE
I.   Rates and Charges. Customer will pay the following rates and charges below including those charges set forth in the Audio and Net Conferencing Services Additional Charges section.
  A.   Audio Conferencing.
  1.   US Audio Conferencing. Customer will pay the following per minute per-bridge port rates, which are fixed for the Term of this Agreement, for Audio Conferencing service covering calls that originate and terminate in the U.S. Mainland, Alaska, Hawaii, Puerto Rico and the U.S. Virgin Islands. Except as noted below charges are inclusive of both bridging and transport. Customer is responsible for all other charges associated with domestic Audio Conferencing at standard rates, which are described in the Guide.
         
Level   Domestic Audio Conferencing Service Type   Rate Per Minute
Premier
  Dial Out Access   [**]
Premier
  Toll-Free Meet Me   [**]
Premier
  Toll Meet-Me Access (bridging only)   [**]
Standard
  Standard Level Dial Out Access   [**]
Standard
  Standard Level Toll-Free Meet-Me Access   [**]
Standard
  Standard Level Toll Meet-Me Access (bridging only)   [**]
Unattended
  Toll-Free Meet-Me Access   [**]
Unattended
  Toll Meet-Me Access   [**]
Instant Meeting
  Dial Out Access   [**]
Instant Meeting
  Toll-Free Meet-Me   [**]
Instant Meeting
  Toll Meet-Me Access (bridging only)   [**]
  2.   Canadian Audio Conferencing. For Audio Conferencing Dial Out and Toll Free Meet-Me Access (1) originating in the U.S. Mainland, Alaska, Hawaii and the U.S. Virgin Islands and terminating in Canada, and (2) originating in Canada and terminating in the U.S. Mainland, Alaska, Hawaii, and the U.S. Virgin Islands, Customer will pay, in lieu of standard rates and any discounts, the per-minute per-bridge port fixed rates described herein. Charges are inclusive of both bridging and transport. Customer is responsible for all other charges not indicated under this Agreement associated with Canadian Audio Conferencing Service at standard rates. The following rates per minute will be fixed for the Term.
         
Level   Domestic Audio Conferencing Service Type   Rate Per Minute
Premier
  Canada Dial Out Access   [**]
Premier
  Canada Toll-Free Meet Me   [**]
Standard
  Canada Dial Out Access   [**]

Page 26 of 121


 
Contract ID: 545035-01
Verizon Business
Service Agreement
         
Level   Domestic Audio Conferencing Service Type   Rate Per Minute
Standard
  Canada Toll-Free Meet-Me Access   [**]
Unattended
  Canada Toll-Free Meet-Me Access   [**]
Instant Meeting
  Canada Toll -FreeMeet-Me Access   [**]
  3.   US Dial Out International Audio Conferencing. International Audio Conferencing (dial out from a US bridge). In lieu of any other discounts, Customer will receive a fixed discount of [**] percent ([**]%) off of the current standard rates in the Guide (which include both transport and bridging) for domestically bridged International Dial-Out Audio Conferencing, and those current standard rates are set forth below.
 
  4.   Global Access Transport Charges (U.S. Bridged). The following per-minute per bridge-port usage charges apply in the following countries based on availability of service, zone and origination access type. Bridging charges are additional and are priced at Customer's applicable Toll Meet Meet-Me Access rate per minute. Global Access Transport charges are not eligible for any additional discounts. The following rates per minute will be fixed for the Term.
     
Originating Access Method/Zone   Rate Per Minute
Local Toll
   
A
  [**]
B
  [**]
C
  [**]
D
  [**]
E
  [**]
Local Freephone
   
A
  [**]
B
  [**]
C
  [**]
D
  [**]
E
  [**]
F
  [**]
G
  [**]
  B.   Net Conferencing.
  1.   Per-Minute Option. Customer will pay the following per minute rates, which are fixed for the term of this Agreement, for Net Conferencing. The Net Conferencing services provided under this Service Attachment are described in the Guide.
     
Service Type   Rate Per Minute
Net Conferencing Per-Minute Option
  [**]
  2.   Net Conferencing Seat-Based Option ("Seat-Based Net"). Customer will be eligible for the following rates for Seat-Based Net Services. In order to utilize Seat-Based Net, Customer must sign or submit a Seat-Based Net Enrollment/Order Form ("Enrollment/Order Form"). Any additions or modifications to Customer's Seat-Based Net Service during the Term will be controlled by the submission of a completed change form ("Seat-Based Change Form"). The effective date of any Enrollment/Order Form will be no later than the first day of the second full billing cycle following Customer's submission of the Enrollment/Order Form to Verizon. No back credits will be available. Customer will be responsible for all other charges associated with Seat-Based Net, including, but not limited to, Set-Up charges and Overage charges, at the then standard

Page 27 of 121


 
Contract ID: 545035-01
Verizon Business
Service Agreement
      rates set forth in the Guide. The per seat per month charges are fixed for the Term; all other charges are subject to change from time to time with changes in the Guide.
     
Product: Seat Commitment   Per Seat Per Month
[**]
  [**]
      [**]
  3.   Net Conferencing Enterprise Edition ("EE"). Customer will be eligible for the following rates for EE. In order to utilize EE, Customer must sign or submit an EE Enrollment/Order Form ("Enrollment/Order Form"). Any additions or modifications to Customer's EE Service during the Term will be controlled by the submission of a completed change form ("Change Form"). The effective date of any Enrollment/Order Form will be no later than the first day of the second full billing cycle following Customer's submission of the Enrollment/Order Form to Verizon. No back credits will be available. Customer will be responsible for all other charges associated with EE, including, but not limited to, Set-Up charges and Overage charges, at the then standard rates set forth in the Guide. The per minute charges are fixed for the Term; all other charges are subject from time to time with changes in the Guide.
     
US Enterprise Edition Committed   Rate Per Minutes/Overage
Minutes Range   Per Minute
[**]   [**]
[**]
[**]
  [**]
[**]
[**]
[**]
[**]
  [**]
[**]
[**]
[**]   [**]
[**]   [**]
[**]   [**]
[**]   [**]
[**]   [**]
II.   Discounts. Customer will receive the following discount percentage, off the Audio Conferencing and New Conferencing rates listed in the Guide. Discounts do not apply to any charges, if applicable, for Operator Hosting (without limitation) and Seat-Based pricing.
     
Service Type   Discount off Rate Per Minute
Audio Conferencing and Net Conference   [**]%
III.   Audio and Net Conferencing Services Additional Charges. Customer will pay the standard rates in the Guide for Audio and Net Conferencing Services and those current standard rates are set forth below. Unless otherwise notes, the following rates and charges are not fixed for the Term.
                     
US Dial Out International Audio Conferencing
    Rate Per Minute Per       Rate Per Minute Per       Rate Per Minute Per
Termination Country   Participant   Termination Country   Participant   Termination Country   Participant
[**]   [**]   [**]   [**]   [**]   [**]
A total of 6 pages have been omitted and filed separately with the Securities and Exchange Commission.

Page 28 of 121


 
Contract ID: 545035-01
Verizon Business
Service Agreement
VIDEO CONFERENCING SERVICE
I.   Rates and Charges. Customer will pay the rates indicated below, which are fixed for the Term of this Agreement (unless otherwise indicated), for the Video Conferencing services provided pursuant to this Attachment ("Video Conferencing Service"). Customer is responsible for all other charges associated with Video Conferencing Service at standard rates.
  A.   ISDN Port (Bridging) Usage.
     
Charge Type   Per Minute Rate Per Site
[**]   [**]
[**]   [**]
      An additional $[**] per call per minute charge applies for Premier Level Video Conferencing.
 
  B.   ISDN Dial Out Transport. Transport for Video Conferencing Service is based upon Participant's site location.
     
Location   112/128 Kbps Per Minute Rate Per Site
[**]
[**]
  [**]
[**]
[**]
  [**]
[**]
  [**]
[**]
  [**]
[**]
  [**]
 
   
[**]
  [**]
[**]
  [**]
[**]
  [**]
[**]
  [**]
  C.   IP Access Port (Bridging) Usage.
         
IP Access Video Port   Premier */Standard/Unattended   Instant Video
Bridging Speed   Rate Per Minute per Site   Rate per Minute per Site
[**]   [**]   [**]
[**]   [**]   [**]
[**]   [**]   [**]
      An additional $[**] per call per minute charge applies for Premier Level Video Conferencing.
 
  D.   Additional Video Conferencing Service Charges. These charges are not fixed for the Term.
         
Description   Charge   Billing Unit
[**]   [**]   [**]
A total of 1 page has been omitted and filed separately with the Securities and Exchange Commission.
Network Access Services
NETWORK ACCESS

Page 29 of 121


 
Contract ID: 545035-01
Verizon Business
Service Agreement
I.   Rates and Charges. Customer will pay the monthly recurring charges ("MRC") and one-time charges related to network access services as follows:
  A.   Analog Local Access, DSO (Hubless) Access, T-1 (DS1) Digital Access, DS3 Local Access and SONET Access (collectively know as "Time Division Multiplexor ("TDM") ó based access services") are provided pursuant to the Guide provisions relating to Network Services Local Access Services, Verizon Business Services II.
 
  B.   Converged Ethernet Access and Ethernet Private Line ("EPL") Access (collectively known as Ethernet Access services") are provided pursuant to the Guide provisions relating to Ethernet Services, Verizon Business Services II.
II.   Discounts. Customer will receive the following discount percentage off the MRC's listed in the Guide for the following types of Access.
     
Service Type   Discount off MRC
[**]   [**]
[**]   [**]
[**]   [**]
III.   Terms and Conditions. Network access services are provided by MCI Legacy Company, TDM ó based network access services are provided pursuant to the Guide provisions relating to Network Services Local Access Services. Ethernet Access services are provided pursuant to the Guide provisions relating to Ethernet Services.
Data Networking Services
FRAME RELAY ó DOMESTIC SERVICE
I.   Rates and Charges. Customer will pay the following monthly recurring charges ("MRC"), which are fixed for the Term of this Agreement, for each port and Permanent Virtual Circuit ("PVC") as indicated in the table below for Frame Relay circuits, based on the port and PVC speed ordered by Customer. One-time charges and recurring feature and PVC usage charges are set forth in the Guide provisions relating to Frame Relay for Verizon Business Services II.
  A.   Port MRCs.
             
Port   MRC   Port   MRC
[**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]
[**]   [**]        
  B.   PVC MRCs
             
PVC   MRC   PVC   MRC
[**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]

Page 30 of 121


 
Contract ID: 545035-01
Verizon Business
Service Agreement
             
PVC   MRC   PVC   MRC
[**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]
[**]   [**]        
II.   Discounts. Customer will receive the following discount percentage off the Frame Relay Port and PVC MRCs listed in the Guide.
     
Service Type   Discount off MRC
Frame Relay ó Ports and PVCs   [**]%
III.   Terms and Conditions. The Verizon frame relay (IXC) services provided pursuant to this Attachment ("Frame Relay Service") are governed by the Guide provisions relating to Frame Relay for Verizon Business Services II; as supplemented by this Attachment and the related Agreement.
PRIVATE IP SERVICE
1.   Rates and Charges. For the purposes of the pricing below, "ICB" means charges are determined on an individual case basis. The monthly recurring charges ("MRC") shown below include DiffServ Control Point ("DSCP") 24 (Also referred to as IP Precedence 3) committed access rate ("CAR"). Customer may order optional enhanced traffic management ("ETM") by subscribing to the Gold CAR with the Additional MRC in the table shown below. (Customer's billing statement may reflect Gold CAR charges as "EF-Real Time" charges.) Customer may order a secondary PVC for each of its primary PVC. A secondary PVC will be priced in the same manner as a primary PVC as shown below. Where available, a Disaster Recovery CAR can be ordered and will be priced in the same manner as a Silver CAR. The terms PVC and CAR are used interchangeably throughout this service attachment.
  A.   Definitions: For the purposes of the Private IP pricing below, the following definitions apply:
     
Term   Definition
"ICB"   Charges are determined on an individual case basis
"NA"   Service is not available
  B.   Domestic Private IP. Customer will pay Verizon's standard domestic MRCs for Private IP Port and CARs (as defined below), which are fixed for the Term of this Agreement, and non-recurring charges ("NRC") shown below.
  1.   Non-Recurring Charges
  a.   Installation and Ancillary NRCs for Contiguous United States and Puerto Rico Installations.
             
US & Hawaii   Puerto Rico
Speed   NRC (per port)   Speed   NRC (per port)
56/64 Kbps.
  [**]   56/64 Kbps ó 2.048 Mbps   [**]
128 Kbps ó 1.024 Mbps
  [**]   3.072 Mbps ó 4.096 Mbps   [**]

Page 31 of 121


 
Contract ID: 545035-01
Verizon Business
Service Agreement
             
US & Hawaii   Puerto Rico
Speed   NRC (per port)   Speed   NRC (per port)
1.536 Mbps
  [**]   Greater than 4.096 Mbps   [**]
Greater than 1.536 Mbps up to and including 44.736 Mbps
  [**]        
     
Ancillary Type   NRC (per port)
Cancellation charge prior to install
  [**]
Order expedite
  [**]
  b.   Disaster Recover, Geographic Gateway Diversity and Router Diversity NRCs for US and Hawaii.
         
    NRC per Port
        Geographic Gateway
        Diversity and Router
Speed   Disaster Recovery   Diversity
64 Kbps
  [**]   [**]
128 Kbps ó 1.024 Mbps
  [**]   [**]
1.536 Mbps
  [**]   [**]
Greater than 1.536 Mbps up to and including 44.736 Mbps
  [**]   [**]
  c.   Remote Configuration Charges for Contiguous United States Installations.
     
Charge Type   NRC (per port)
Standard ó Remote Configuration standard work time ([**] hours per site).
  [**]
Non-Standard ó each additional hour spent on Remote Configuration per site.
  [**]
  2.   Monthly Recurring Charges
  a.   Port Charges for the Contiguous United States and Hawaii Installations.
                                 
            Bundled Subrate           Bundled Ethernet       Disaster
Bundled Port Speed       Disaster Recovery   DS-3 Port Speed       Disaster Recovery   Flow Port Speed*   Bundled   Recovery
(dedicated only)   Bundled Port MRC   MRC   (dedicated only)   Bundled Port MRC   MRC   (dedicated only)   Port MRC   MRC
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
 
**   Ethernet service is available only in the contiguous 48 US states; availability may also be limited by other factors.
  b.   Gold CAR Charges for the contiguous United States and Hawaii Installations

Page 32 of 121


 
Contract ID: 545035-01
Verizon Business
Service Agreement
                                                     
Speed (Kbps)   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
A total of 3 pages have been omitted and filed separately with the Securities and Exchange Commission.
  c.   Puerto Rico Installations. Puerto Rico receives international discounts.
             
Bundled Port Speed   Puerto Rico Bundled       Puerto Rico
(dedicated only)   Port MRC   Gold CAR Speed   Additional MRC
[**]
  [**]   [**]   [**]
[**]
  [**]   [**]   [**]
[**]
  [**]   [**]   [**]
[**]
  [**]   [**]   [**]
[**]
  [**]   [**]   [**]
[**]
  [**]   [**]   [**]
[**]
  [**]   [**]   [**]
[**]
  [**]   [**]   [**]
[**]
  [**]   [**]   [**]
[**]
  [**]   [**]   [**]
[**]
  [**]   [**]   [**]
[**]
  [**]   [**]   [**]
[**]
  [**]   [**]   [**]
[**]
  [**]   [**]   [**]
[**]
  [**]   [**]   [**]
[**]
  [**]   [**]   [**]
[**]
  [**]   [**]   [**]
[**]
  [**]   [**]   [**]
[**]
  [**]   [**]   [**]
[**]
  [**]   [**]   [**]
[**]
  [**]   [**]   [**]
 
      [**]   [**]
 
      [**]   [**]
 
      [**]   [**]
 
      [**]   [**]
 
      [**]   [**]
 
      [**]   [**]
 
      [**]   [**]
 
      [**]   [**]
  C.   International Private IP. Customer will pay the following MRC and one-time non-recurring charges ("NRC") for each international Private IP port and CAR. Actual speeds available to Customer may be from [**] Kbps below those set forth below, depending on the bandwidth offered by local loop providers.
  1.   Non-Recurring Charges: For ports and PVCs in international locations, the following non-recurring charges apply per fort for each installation and reconfiguration.

Page 33 of 121


 
Contract ID: 545035-01
Verizon Business
Service Agreement
     
International Private IP
Speed   NRC (per port)
[**]
  [**]
[**]
  [**]
  2.   Bundled Port Charge. The following MRCs apply based upon country and port speed.
                         
    64                    
Country   Kbps   128 Kbps   256 Kbps   384 Kbps   512 Kbps   768 Kbps
[**]   [**]   [**]   [**]   [**]   [**]   [**]
A total of 4 pages have been omitted and filed separately with the Securities and Exchange Commission.
  a.   Bundled Ethernet Flow Port Rates. The following MRCs apply based upon country and port speed.
                                     
Country   Ethernet 1M   Ethernet 2M   Ethernet 3M   Ethernet 4M   Ethernet 5M   Ethernet 6M   Ethernet 7M   Ethernet 8M   Ethernet 9M
[**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
A total of 6 pages have been omitted and filed separately with the Securities and Exchange Commission.
  4.   Other International Private IP charges:
  a.   Cancellation Charge: A $[**] charge applies per port in international locations for cancellation of Private IP Service prior to installation.
 
  b.   Expedite Charges: A $[**] non-recurring charge applies per port for expedited installation of a port.
  5.   International Access. Customer will pay the following International Access rates based upon building type. Current Verizon standard rates and charges for International Access service are available from Verizon upon request, and have been provided to Customer
  a.   For international circuits providing lit building (i.e., type 1) local access service to non-US-based ports, Customer will pay Verizon's standard list rates, in effect at the time of circuit installation.
 
  b.   For international circuits providing non-lit building local access service to non-US-based ports, Customer will pay the PTT access rate in effect at the time of order based on the conversion of the local currency to US dollars at the exchange rate in effect at time of order.
  D.   MVIC Service.
  1.   General. In addition to the domestic and international Private IP service locations where Verizon maintains Provider Edge equipment, Private IP service is available in select locations through arrangements with third party MPLS service providers ("MPLS Partners") using MPLS VPN Interprovider Connection ("MVIC"). MVIC connects the Verizon Private IP network to an MPLS Partner's MPLS networks. Customer will receive all invoices and customer support services only from Verizon (in countries where Verizon is working with an MPLS Partner, in-country provision of any of these services by Verizon is as authorized agent for the MPLS Partner or as a reseller). MVIC service for each MPLS Partner has unique pricing as specified below, and other terms including, but not limited to, rules pertaining to the amount of AF traffic that is allowed, or the number of Classes or Service available. Such MPLS Partner and associated MVIC information is available through Customer's Verizon account representative upon request. The MCIV "Interconnect" rate applies to the MVIC connecting the Verizon

Page 34 of 121


 
Contract ID: 545035-01
Verizon Business
Service Agreement
      Private IP network to the MPLS Partner's network (where applicable). The "Partner" rate applies to the MPLS service on the MPLS Partner's network.
 
  2.   MVIC Interconnect and Partner Port Charges. The following NRCs and MRCs apply based on location and port speed selected.
  a.   MVIC Port NRC.
     
MVIC Private IP Brazil, Canada, China, India, Mexico
Speed   NRC (per port)
[**]
  [**]
[**]
  [**]
     
MVIC Private IP Alaska
Speed   NRC (per port)
[**]
  [**]
[**]
  [**]
[**]
  [**]
[**]
  [**]
b.   MVIC Port MRC. All MVIC MRCs receive International Private IP discounts.
                                     
        MPLS   64                        
Location   Port Type   Partner   Kbps   128 Kbps   256 Kbps   384 Kbps   512 Kbps   768 Kbps   1.024 Kbps
[**]
  [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
A total of 4 pages have been omitted and filed separately with the Securities and Exchange Commission.
F. Shared Port. A Customer who accesses Private IP Service via a Verizon-provided frame relay port or a Verizon-provided ATM service port existing at the time Private IP Service is implemented and continues to receive frame relay services or ATM service through such port will be charged for such port under the terms and conditions applicable to Customer's frame relay services or ATM service.
G. Dynamic Bandwidth. Customer will pay Verizon's MRCs and the NRCs shown below per CAR. In addition, any changes to Customer's CAR speed will be billed in accordance with the rates shown above for such CAR speed.
         
Dynamic Change   NRC Set-Up Fee   MRC
DCAR
  [**]   [**]
H. Application Analysis and Application Priority. (available in the U.S. only) Application Analysis and Application Priority are available through an amendment to this service attachment.
I. Network Assessment Service. Network Assessment service is available through a separate service attachment.
J. Multicasting CAR.
  1.   Monthly Recurring Charges. Customer will pay Verizon's MRCs and NRCs shown below per sending site.
     
Sending Sites   MRC
[**]
  [**]

Page 35 of 121


 
Contract ID: 545035-01
Verizon Business
Service Agreement
     
Sending Sites   MRC
[**]
  [**]
[**]
  [**]
[**]
  [**]
[**]
  [**]
  2.   Non Recurring Charge. Customer will pay a set up charge of $[**] for each Multicasting enabled site.
II.   Discounts. Customer will receive the following discount off the port and CAR MRCs.
     
Service Type   Discount off MRC
[**]
     [**]
[**]
     [**]
III.   Special Pricing.
  A.   Domestic Private IP Service (Option 1). In lieu of all other discounts and promotions, including those set forth herein, Customer will pay Verizon's VBSII rates during the Term, less a fixed discount of [**]%. The discount will be applied to Customer's recurring port charge, CAR circuit charges and Gold circuit charges originating from such ports. This discount does not apply to Access charges.
 
  B.   International Private IP Service (Option 1). In liew of all other discounts and promotions, including those set forth hereinf, Customer will pay Verizon's VBSII rates during the Term, less a fixed discount of [**]%. The discount will be applied to Customer's recurring port charges and CAR circuit charges originating from such ports. This discount does not apply to Access charges.
 
  C.   Installation Waiver. Verizon will waive the installation charges associated with Verizon-provided International Private IP Ports only. This waiver does not apply to MVIC or Partner-provided ports, or to international access loop installs. This waiver only applies to Verizon owned port locations.
IV.   Terms and Conditions. The following terms and conditions are applicable, in addition to others set forth in the Guide.
  A.   General. Customer can only subscribe to ETM via the option Gold CAR at a speed that is less than or equal to [**]% of the port speed. If Customer orders a 0 Kbps Gold CAR to subscribe to ETM, Customer will receive Standard Reproting only. The 0 Kbps Gold CAR may not be available in all international locations in which Private IP services is available.
 
  B.   Service Level Agreement. The Service Level Agreement ("SLA") for the Service is attached hereto. Verizon reserves the right to amend the SLA from time to time effective upon written notice, that may be delivered in the invoice or other reasonable means; provided that in the event of any amendment resulting in a material reduction of the SLA's service levels or credits, Customer may terminate the Service without penalty by providing Verizon written notice of termination during the 30 days following Customer's notice of such amendment. If Customer chooses to so terminate the Service, Verizon will disconnect the Service within 60 days of its receipt of Customer's notice of termination. The SLA sets forth Customer's sole and exclusive remedies for any claim relating to the Service or Verizon's network, including any failure to meet any service level set forth in the SLA. Verizon will determine in its sole discretion what records and data will be the basis for all SLA calculations and determinations. Notwithstanding anything to the contrary, the maximum amount of credit in any calendar month under the SLA will not exceed the amount that, absent the credit, would have been charged for the Service that month.
 
  C.   Private IP Service Options. Customer must choose from Standard or Enahnced Traffic Management Private IP Service options.
 
  D.   Remote Configuration. Remot Configuration Service is an optional service available upon Customer's request. If choosing Remote Configuration, Customer must report detected CPE failures and provide information to Verizon or its designated point of contact ("Verizon or its

Page 36 of 121


 
Contract ID: 545035-01
Verizon Business
Service Agreement
      Designees") that is necessary or useful for Verizon to perform its obligations, including any information Verizon or its Designees specifically request. Neither Verizon nor its Designees is responsible or liable for Customer's document files or for data or files lost during the performance of the Private IP Service. Upon Customer's acceptance of the implementation of Private IP Service by Verizon, Customer will be fully responsible for maintenance and management of Private IP Service.
 
  E.   WAN Analysis. Customer's use of WAN Analysis is subject to the terms and conditions of the third party end user license agreement, if any. All reports and information provided by WAN Analysis are for Customer's informational purposes only and may not form the basis for service level agreement claims. Customer agrees that such reports are Company confidential information.
 
  F.   No Resale. The Services is provided only to Customer. Resale or use by another organization is prohibited.
 
  G.   Change in Service. Verizon may modify or eliminate Private IP Service offerings or features upon 30 days prior written notice to Customer; provided that Customer may terminate the Private IP Service without penalty in the 15 days following implementation of any change that has a material adverse affect on the functionality of the Private IP Service if Verizon fails to correct the adverse effect in the 10 days following Customer's written notification to Verizon of such effect.
 
  H.   Diversity and Disaster Recovery. Customers may subscribe to one or more optional features enabling access to the Private IP Network under circumstances where primary access is unavailable. The term of such optional features is co-extensive with the term for Customer's Private IP Service.
  1.   Diversity Feature. Geographic. Diversity automatically directs a second Customer circuit to a different Verizon gateway. Router Diversity automatically directs a second Customer circuit to a different Private IP switch/router.
 
  2.   Disaster Recovery Port Feature. When Customer's primary port on the Private IP Network is unavaiulable due to circumstances prevailing in Customer's geographic locale, this feature allows a customer to redirect their circuit to a different Verizon gateway at a different Verizon point-of-presence (POP). Customer's Disaster Recovery port may be located either at the site of a third-party disaster recovery vendor, or on Customer's own network. Customers purchasing a Disaster Recovery port must also have primart port on the Verizon Private IP Network and must also subscribe to either a Geographic or Router Diversity feature. The Disaster Recovery Port features may be used by Customer only if its primary access is unavailable or for periodic Customer disaster recovery testing. If Verizon determines that Customer is using these features for other purposes, including but not limited to, load balancing between two circuits, Customer will be charged for full use of two circuits.
 
  3.   Availability. Private IP Diversity and Disaster Recovery do not guarantee that Customer's Private IP Service will be always available when the primary access is not available. Private IP Service accessed through the use of the Disaster Recovery may be unavailable due to the same or other circumstances that caused the primary Private IP Network access to be unavailable. No Service Level Agreement is provided for the Private IP Diversity or Disaster Recovery features.
  I.   Route Limits. Customer may not introduce into the PIP network more routes than it has been assigned, based on the topology and number of sites in the customer's network. Verizon allows the following number of routes in Customer's Virtual Routing and Forwarding (VRF) table based upon the number of Customer sites (circuits) in a given VPN.
     
Expected Total Number of Sites   Maximum Routes
[**]
  [**]
[**]
  [**]
[**]
  [**]
[**]
  [**]
[**]
  [**]

Page 37 of 121


 
Contract ID: 545035-01
Verizon Business
Service Agreement
  J.   Dynamic Bandwith. Custsomer's access circuits must be un-channelized. Dynamic changes to CAR values may be made not more than [**] per day. Dynamic changes to CAR values are set to occur based on the Greenwich Meridian Time Zone and not Customer's local time zone.
PRIVATE LINE ó METRO ACCESS SERVICE
I.   Rates and Charges.
  A.   Metro Private Line Access Service. Metro Private Line ("MPL") Access Service is provided by MCI Legacy Company. Customer will pay monthly recurring charges ("MRC") for Verizon's MPL Access Service, which are fixed for the Term of this Agreement at the then-current rate at time of circuit installation, and non-recurring charges, as set forth in the Guide under Metro Private Line Access Service. MRCs will begin accruing on the Service Activation Date applicable to each MPL Access Service, unless Customer has not provided Verizon with all information reasonably requested by Verizon for the provisioning of MPL Access Services. If Customer fails to provide Verizon with such information, MRCs will begin accruing on the [**] following the date of Customer's execution of the Agreement or Customer's placement of an order.
II.   Terms and Conditions.
  A.   Term and Termination.
  1.   Service Activation Date. The Service Activation Date for MPL Service ordered hereunder will be the date the MPL Service is available for Customer's use.
 
  2.   Term/Minimum Term. The term of MPL Service ordered hereunder will automatically renew, expire and terminate according to the terms of the Agreement. Notwithstanding the preceding, Customer commits to a minimum one-year term per circuit.
 
  3.   Early Termination. If Customer terminates any MPL Service during the term commitment, except for Termination for Cause as provided in the Agreement, such termination shall not be effective until 60 days after Verizon receives written notice of termination and Customer may be required to pay, within 30 days after wuch date: (a) all accrued but unpaid charges for the MPL Service incurred through the effective date of termination plus (b) an amount equal to the total of the remaining in the first year of the MPL Service term, if any, plus (c) an amount equal to [**]% of the MRCs for the balance fo the MPL Service term after the first year; provided that, in no event shall Customer's total termination liability exceed the full contract value of the terminated MPL Service.
  B.   Service Not To Be Resold: MPL Services are intended for the use of Customer and Customer's customers and authorized end users. Customer may charge End Users a user fee, but may not resell MPL Service in its entireto to another person or entity. Verizon's relationship is solely with Customer. Customer is solely responsible for interacting with End Users regarding any administration, processes, and/or issues arising from any use of any MPL Service by End Users.
Internet Services
INTERNET DEDICATED SERVICE
I.   Rates and Charges. Customer will pay the monthly recurring Charges ("MMRC"), which are fixed for the Term of this Agreement, for Internet Dedicated Services (includes Internet Dedicated NxT1 Service, Internet Dedicated T1 Service, Internet Dedicated T3 Service, Internet Dedicated OC3 Service, Internet Dedicated OC12 Service, Internet Dedicated OC48 Service, Internet Dedicated GigE Port Only Service, Internet Dedicated Ethernet Service and Internet Dedicated Fast Ethernet Poret Only Services), ("Internet Dedicated Service") and attendant options are listed, as applicable, in the Pricing Schedule(s) set forth below. Additional charges are also set forth below. Prices below are for Internet Dedicated Service in the contiguous United States. Local access ("local loop") service is required to connect Customer's premises to Verizon's network hub and is sold separately.

Page 38 of 121


 
Contract ID: 545035-01
Verizon Business
Service Agreement
  A.   Internet Dedicated NxR1 Service
  1.   NxT1 Ports
         
NxT1 MLFR   Start-up Fee   MRC
[**]
  [**]   [**]
[**]
  [**]   [**]
[**]
  [**]   [**]
[**]
  [**]   [**]
[**]
  [**]   [**]
[**]
  [**]   [**]
[**]
  [**]   [**]
[**]
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[**]
  [**]   [**]
[**]
  [**]   [**]
[**]
  [**]   [**]
[**]
  [**]   [**]
[**]
  [**]   [**]
[**]
  [**]   [**]
[**]
  [**]   [**]
[**]
       
[**]
  [**]   [**]
      [**].
  2.   Relocation/Retermination Fee: $[**]
  B.   Internet Dedicated T1 Service
  1.   T1 Ports
         
Burstable T1   Start-up Fee   MRC
[**]
  [**]   [**]
       [**].
  2.   Relocation/Retermination Fee: $[**]
  C.   Internet Dedicated T3 Service
  1.   T3 Ports
         
T3 Tiered   Start-up Fee   MRC
[**]
  [**]   [**]
      A total of 1 page has been omitted and filed separately with the Securities and Exchange Commission.
[**].
  2.   Relocation/Retermination Fee: $[**]
  D.   Internet Dedicated Ethernet Service
  1.   Internet Dedicated Ethernet Bandwidth

Page 39 of 121


 
Contract ID: 545035-01
Verizon Business
Service Agreement
         
Tiered   Start-up Fee   MRC
[**]
  [**]   [**]
      A total of 3 pages have been omitted and filed separately with the Securities and Exchange Commission. [**].
 
  2.   Relocation/Retermination Fee: $[**]
  E.   Internet Dedicated Fast Ethernet Port Only Service
  1.   Internet Dedicated Fast Ethernet ("FE" Bandwidth)
             
Burstable Select Bandwith   Start Up Charge   MRC   Per Meg Overage
[**]
  [**]   [**]   [**]
    A total of 1 page has been omitted and filed separately with the Securities and Exchange Commission. [**].
  F.   Installation. Installation may be scheduled between the hours of 8AM and 7PM ET Monday through Friday (excluding holidays). If Customer requires installation outside of these hours, Verizon will charge an additional $[**] fee,
 
  G.   Access Charges. Access ("local loop") circuit charges are separately priced and may be found in the Access portion of the Guide. If Customer orders its own local loop circuits, Verizon's Network Connection Charge ó also set forth in the Guide ó shall apply.
 
  H.   Expedited Service Fee. At Customer's request, Verizon will request expedited service from the telco. Customer shall pay an expedited service fee of $[**] per circuit for all expedited telco provisioning.
 
  I.   Cancellation Prior to Installation. A $[**] per-order charge applies to orders for installation of Internet Dedicated Service which are cancelled by the Customer after submission to Verizon and prior to installation of Internet Dedicated Service.
II.   Discounts. Customer will receive the following discounts off the MRC set forth above, except as otherwise specified.
     
Service Type   Discount Off MRC
[**]
  [**]
[**]
  [**]
[**]
  [**]
[**]
  [**]
III.   Special Pricing.
  A.   Internet Dedicated Service. In lieu of all other discounts and promotions, including those set forth herein, Customer will receive the following fixed discounts off the montly recurring charges set forth herein for Interned Dedicated Service, based on the Service Types set forth below. Access is not eligible for these discounts and is additional.
     
Internet Dedicated Service Type   Discount
[**]
  [**]
[**]
  [**]
[**]
  [**]
IV.   Terms and Conditions.

Page 40 of 121


 
Contract ID: 545035-01
Verizon Business
Service Agreement
  A.   The Internet Dedicated Services ("Internet Dedicated Service(s)") provided pursuant to this Attachment are governed by the Guide provisions relating to Internet Dedicated Service, as supplemented by this Attachment and the related Agreement. Pricing for ARM-to-IP, Frame-to-IP, and Integrated Internet Access (collectively, "Internet Service Options") are also included, as applicable, in the Pricing Schedule attached hereto.
 
  B.   Minimum Term Commitment. The minimum Service Term for Verizon Internet Dedicated OC-3, OC-12, OC-48 and Ethernet Service and GigE Port Only, is one year. If the termination of the Agreement causes a Service Attachment, with any of the aforementioned Services to terminate prior to the expiration of a minimum one-year Service Term, Customer shall be liable for the Early Termination Charges defined below.
 
  C.   Access. Access to a router at an Verizon Network hub near Customer's site may be interrupted for (i) scheduled maintenance (usually scheduled during off-hours at an Verizon hub, such as Tuesdays and Thursdays between 3:00 AM and 6:00 AM local time), (ii) emergency maintenance, or (iii) as otherwise set forth in the Agreement.
 
  D.   Verizon Internet Dedicated GigE Port Only Services. Verizon's Internet Dedicated GigE Port Only Service is an intra-building connectivity product, and thus the Customer's demarcation point must reside within the same building as a GigE-qualified Verizon-owned network hub. To ensure proper installation, Verizon will order all telco lines within the telco facility where the Verizon hub is located.
 
  E.   Customer Obligations ó Service Not To Be Resold. While Customer can resel Internet connectivity, Customer cannot resell the Internet Dedicated Service in its entirety to another person or entity without the express prior written consent of Verizon. If Customer resells Internet connectivity to end users, Customer is responsible for (i) providing the first point of contact for end user support inquiries, (ii) providing software fulfillment to end users; (iii) running its own primary and secondary domain name service DNS for end users; (iv) registering end users' domain names, (v) using BGP routing to the Verizon Network, if requested by Verizon; (vi) collecting route additions and changes, and providing them to Verizon; and (vii) registering with the appropriate agency all IP addresses provided by Verizon to Customer that are allocated to end users.
 
  F.   Burstable Downgrade. Customer may downgrade to a lower Burstable Service level if Customer's Measured Use Level is at or below such Burstable Service level for at least [**] consecutive months and Customer thereafter requests the downgrade in writing
 
  G.   Burstable Select Upgrades/Downgrades. Customer may change (upgrade or downgrade) its Burstable Select Service Level [**] within a given calendar month, by requesting the same in writing. The new Service Level and applicable charges will take effect on the first day after the end of the billing cycle during which the written request is received.
 
  H.   Term/Early Termination. The "Service Activation Date" for an Internet Dedicated Service ordered hereunder will be the date the Internet Dedicated Service is available to route IP packets at Customer's site. The term of any Internet Dedicated Service ordered hereunder shall commence upon the Service Activation Date and will automatically renew, expire and terminate according to the terms of the Agreement. Notwithstanding the above, the minimum Service Term for Internet Dedicated OC-3, OC-12, OC-48, Ethernet, Fast Ethernet Port Only and/or GigE Port Only Service is one year, and if the Agreement terminates or expires prior to the termination of this Service Attachment, this Service Attachment with respect to Internet Dedicated OC-3, OC-12, OC-48, Ethernet, Fast Enternet Port Only and/or GigE Port Only Service shall continue in full force and effect under the terms and conditions of the Agreement for the longer of the minimum Service Term or the Service Term otherwise agreed to by Customer. If Customer terminates Internet Dedicated OC-3, OC-12, OC-48, Ethernet, Fast Ethernet Port Only and/or GigE Port Only Service before the end of the one-year minimum Service Term (or longer committed Service Term) for reasons other than Customer termination for Cause, Customer will pay an amount equal to [**]% of the MRC for the discontinued service(s) multiplied by the number of months remaining in the unexpired portion of the one-year commitment or committed Service Term, plus a pro rata portion

Page 41 of 121


 
Contract ID: 545035-01
Verizon Business
Service Agreement
      of any and all credits received by Customer, in addition to any amounts owed for service already received.
Managed Network Services
MANAGED WAN SERVICE
I.   Rates and Charges.
  A.   Monthly Recurring Charges ("MRC") for all Domestic and International Locations including Canada. Verizon activates, monitors, and manages Customer's Network for Domestic and International locations for the following MRCs per router based upon router size. Verizon may modify the MRCs and other fees by providing [**] prior written notice to Customer.
  1.   Monitor and Notify
             
    MRC by Router Size
    Small   Medium   Large
Monitor and Notify
  [**]   [**]   [**]
  2.   Physical Management
             
    MRC by Router Size
    Small   Medium   Large
Physical Management
  [**]   [**]   [**]
  3.   Full Management
             
    MRC by Router Size
    Small   Medium   Large
Full Management
  [**]   [**]   [**]
  4.   Standard and Nonstandard CPE. The "Standard" network devices for data applications are listed below and apply to the Monitor and Notify, Physical Management and Full Management price tables above. Network device models not identified here and any network device used for voice applications are "nonstandard CPE." Verizon may limit or restrict the Managed Services that it provides for nonstandard CPE.
  a.   Small Network Devices. CISCO ROUTERS: 1XXX and 2XXX Series
 
  b.   Medium Network Devices. CISCO ROUTER: 3XXX and 4XXX Series.
 
  c.   Large Network Devices. CISCO ROUTERS: Series 7XXX
  5.   CPE. United States domestic CPE is ordered and governed by a separate agreement with Verizon.
  B.   Additional Charges. For the special services listed below for Managed WAN, Customer will pay the corresponding charges in addition to the basic rates stated above. No discounts apply to the following charges:
  1.   Expedite, Rescheduling, and After Hours Charges.
     
Charge Type   Charge
Expedite Charge ó if Customer requests in writing to activate routers within [**] or less.
  [**]
Rescheduling Charge ó if Customer reschedules a router activation within [**] of the originally schedule date
  [**]
After Hours Charge ó if Customer requests work after normal business hours.
  [**]

Page 42 of 121


 
Contract ID: 545035-01
Verizon Business
Service Agreement
  2.   One-Time Management Charges. Optional Change Management ("OCM") provides additional remote change management support for Verizon's Managed WAN Services. Customers are charged a fixed price per request, per site for the remote configuration items listed below. Customer can order specific Optional Change Management activities through the Verizon Customer Portal. The Verizon Customer Portal provides detailed information for each pricing level of OCM.
             
    Monitoring &   Physical   Full
Activity   Notification   management   Management
[**]
  [**]   [**]   [**]
[**]
  [**]   [**]   [**]
[**]
  [**]   [**]   [**]
[**]
  [**]   [**]   [**]
[**]
  [**]   [**]   [**]
[**]
  [**]   [**]   [**]
[**]
  [**]   [**]   [**]
[**]
  [**]   [**]   [**]
[**]
  [**]   [**]   [**]
[**]
  [**]   [**]   [**]
[**]
  [**]   [**]   [**]
[**]
  [**]   [**]   [**]
[**]
  [**]   [**]   [**]
[**]
  [**]   [**]   [**]
[**]
  [**]   [**]   [**]
[**]
  [**]   [**]   [**]
[**]
  [**]   [**]   [**]
[**]
  [**]   [**]   [**]
 
1    Applies only with Verizon Data Maintenance ó Network.
 
2    NA = Not Available
  3.   Customer will be charged a service charge for all issues discovered with Full Management that result in an Verizon technician being dispatched that are due to the act or omission of Customer including, but not limited to, faulty in house wiring.
  C.   Optional Services Charges
  1.   Managed Implementation or Take-Over Charges. Depending upon network readiness, additional equipment or equipment upgrade may be required. Equipment costs are not included in this fee. CPE will be contracted, ordered and billed through the normal processes. Customer shall pay a non-recurring implementation chage per router as set forth below.
     
Charge Type   NRC per router
Managed Take Over (Physical Management and Full Management)
  [**]
Managed Inplementation (New Install) (Physical Management and Full Management)
  [**]
New Implementation or Takeover Price (For Monitor and Notify only)
  [**]
  2.   Managed Migration. If Customer elects Managed Migration, Customer shall pay non-recurring charge ("NRC") per router as set forth below:
     
Implementation Type   NRC per router
[**]
  [**]
[**]
  [**]

Page 43 of 121


 
Contract ID: 545035-01
Verizon Business
Service Agreement
      Note: Implementation charge is for managed implementation. Equipment upgrades, if required, will be additional charge.
 
  3.   Network Management Reporting ó Visual Service. If Customer elects Network Management Reporting ó Visual Service, Customer will pay the following MRCs per device, based upon the Term of the Agreement:
     
Network Management Reportingó
Visual Service
  MRC Per Device
1-year Tern
  [**]
2-year Term
  [**]
3-year Term
  [**]
II.   Special Pricing.
  A.   Custom Class of Service. In lieu of all other rates, discounts or promotions, Customer will pay the following fixed monthly recurring charges for Managed WAN ó Custom Class of Service based on Service Type. The below rates shall remain fixed for the Term and apply solely to routers that provide Full Management Service with MNS Select Reporting in connection with Managed IP PBX Service:
     
Custom Class of Service   Monthly Recurring Charge Per Router
[**]
  [**]
  B.   Custom Class of Service Managed Implementation or Take-Over Charges. If Customer elects managed implementation or managed take-over, Customer shall pay a non-recurring charge per Managed Device as set forth below. These rates apply solely to routers that provide Full Management Service with MNS Select Reporting in connection with Managed IP PBX Service:
         
Charge Type   Non-Recurring Charge Per Device
Managed Take Over (Full Management and Physical Management
    [**]  
Managed Implementation (New Install)
(Full Management and Physical Management)
    [**]  
III.   Terms and Conditions.
  A.   The Verizon Managed WAN ("Managed WAN Services") provided pursuant to this Attachment are governed by the Guide (as applied to Internet, Enhanced and other Non-regulated Products and Services) as supplemented by this Attachment and the related Agreement.
 
  B.   General Service Description. Under this Service Atrtachment, Verizon may perform such services including, without limitation, design Customer's data network, activate, monitor and manage specified Customer Premise Equipment ("CPE") comprising Customer's data network (Verizon Frame Relay Service, ATM Service, Private Line Service, Verizon IP VPN as referenced in Verizon Tariff F.C.C. No. 20, Verizon Local Private Line as referenced in Verizon Tariff F.C.C. No. 1 and F.C.C. No. 11, Verizon Fast Packet ó ATM as referenced in Verizon Tariff No. 1 and F.C.C. No. 20, Verizon Fast Packet ó Frame Relay as referenced in Verizon Tariff F.C.C. No. 20, and/or Verizon Private Internet Protocol ("Private IP" or "PIP")) where Customer has executed an agreement for such transport services and Third Party Transport Service (collectively the "Managed WAN Services" or "Managed Services"), and will be performed by Verizon or through its agents and subcontractors or a commercially reasonable basis.
 
  C.   Customer Responsibilities. Customer will do the following:

Page 44 of 121


 
Contract ID: 545035-01
Verizon Business
Service Agreement
  1.   Information and Access Requests. Upon request, Customer will provide information to Verizon, its subcontractors or its designated point of contact ("Verizon or its Designees") that is reasonably necessary or useful for Verizon to perform its obligations. In addition, upon request, Customer will provide Verizon or its Designees with access to Customer facilities, installation sites, and equipment as reasonably necessary or useful for Verizon to perform its obligations hereunder.
 
  2.   Licenses. Customer will obtain any necessary permits, licenses, variances, and/or other authorizations required by state and local jurisdictions for installation and operation of the CPE on Customer's premises or where the jurisdiction requires Customer to obtain the permit, license, variance and/or authorization.
 
  3.   Building Space. Customer will provide adequate building space, circuitry, facility wiring, temperature, humidity, and power to comply with the standards established by the manufacturer of the CPE for proper installation and operation of the Managed Service.
 
  4.   IP Addresses. Verizon reserves the right to use secondary IP addressing if Customer is using unregistered IP address space. If Customer will not allow secondary IP addressing, Customer agrees to pay reasonable costs for a dedicated management domain or an IP proxy hardware solution. Additionally, Verizon reserves the right to use border gateway protocol ("BGP") routing for the management of permanent virtual circuits ("PVCs") used to access and monitor Customer's Network.
 
  5.   Out of Band Access. Out of band ("OOB") access is required for all Managed WAN and Managed LAN Full Management or Physical Management. Customer will provide at their cost either a dedicated, analog telephone connection or indirect cable access for use by each OOB modem for troubleshooting each circuit that is part Managed WAN and Managed LAN Full Management or Physical Management. The analog telephone connection must maintain a minimum [**] bits per second connection rate for site level service level agreements ("SLAs") to apply. Managed LAN OOB access is in addition to any Managed WAN OOB access.
 
  6.   Supported Devices. Only Verizon certified devices will be supported and must be an approved Verizon design as outlined in Customer's Statement of Requirements.
 
  7.   Third Party Transport Service. Verizon will monitor and manage Customer's 3rd Party Transport circuit from its NOC and inform Customer of the existence of any outages or problems with the 3rd Party Transport circuit. 3rd Party Transport is available to Customers with at least one managed site on the Verizon network.
  a.   Transport. Customer must provide and pay for a dedicated MPLS, frame relay, ATM or private line connection through a local 3rd Party Transport service provider ("3rd party provider") in order to manage the 3rd Party Transport circuit. Customer is responsible for the installation of all transport (including but not limited to the telephone line access circuit for the dedicated access connection, i.e. local loop). Customer shall ensure that the 3rd party provider executes a Letter of Authorization ("LOA") to allow Verizon to manage the WAN. Customer will cooperate with Verizon's reasonable instructions and provide information as necessary for Verizon's remote management and troubleshooting functionality, either in band or out of band. Customer is responsible for all costs, expenses, fees, etc. (collectively "costs") related to 3rd party providers, including costs related to actions directed or recommended by Verizon, either directly to the 3rd party provider pursuant to the LOA or otherwise through Customer.
 
  b.   CPE And Management. Customer can choose to provide their own WAN CPE for the 3rd Party Transport site or, for United States sites, Verizon can provide CPE under a separate service attachment or agreement. In either case, Customer will provide Verizon with such access to CPE and such assistance as Verizon reasonably requires to provide monitoring and/or management of 3rd Party Transport. Except when provided by Verizon, Customer is responsible for the

Page 45 of 121


 
Contract ID: 545035-01
Verizon Business
Service Agreement
      installation of the CPE. If required, Customer will facilitate the execution of a LOA allowing Verizon to work with any third party CPE maintenance providers. Customer is responsible for all costs and expenses related to 3rd party maintenance providers, including costs related to actions directed or recommended by Verizon, either directly to the 3rd party CPE maintenance provider pursuant to the LOA or otherwise through Customer.
  D.   Description of Services. The following is a summary of the services provided as part of Managed WAN Services: Customer may choose one of three service levels: 1) Managed WAN Monitoring and Notification or 2) Managed WAN Basic or 3) Managed WAN Premium. Additionally, Customer has three non-recurring options to start Verizon WAN Service at each site: 1) Managed implementation; 2) Managed Take-Over; or 3) Managed Migration.
  1.   Monitor and Notify Service. Monitor and Notify Service is a managed WAN service that provides Verizon monitoring and notification to Customer as described below:
  a.   Monitoring: This Service provides 24x7 proactive monitoring of all Customer-designated WAN routers. Verizon will monitor Customer's WAN routers via use of the "SNMP" for device status and error conditions (e.g. SNMP trap messages). Additionally, Verizon will use the Internet Control Message Protocol ("ICMP" commonly called a "ping") to periodically poll the WAN routers to determine if the WAN routers are operational.
 
  b.   Notification: Verizon provides basic physical device fault management notification for Customer's WAN routers that utilize Verizon virtual data networking products or 3rd Party Transport services. Verizon's network operation center (the "NOC") will create a trouble ticket and attempt to electronically contact Customer's designated point of contact within [**] of i) a WAN router failure to respond to "ping", or ii) SNMP Trap critical messages as determined by Verizon Notification services. Upon the creation of a trouble ticket, Verizon's NOC will i) begin troubleshooting the circuit until the problem has been verified as fixed and the ticket will then be closed, if the trouble is due to the Verizon virtual data networking circuit; or ii) for trouble due to other causes than Verizon virtual data networking circuit, inform Customer of the fault and the ticket will be closed.
 
  c.   Performance Reporting. Verizon provides Performance Reporting services using an automated reporting and analysis tool that selects and condenses the vast amount of Management Information Base ("MIB") data into graphical reports for Customer's network administrator available on demand via an Internet web site.
 
  d.   Customer Portal. Customer Portal is an Internet web portal that interfaces with Verizon's Enterprise Service Portal ("ESP") providing a secure, scalable, consolidated view of Customer network information 24 hours a day, 7 days a week. Customer Portal provides real time access for project oversight and operational systems and updates. Customer is limited to ten (10) User accounts and is responsible for ensuring that all users understand and comply with the confidentiality requirements set forth in the Agreement.
 
  e.   Customer Responsibilities for Monitoring & Notification Service:
  i.   Customer will be responsible for trouble isolation, diagnostics, repair and maintenance dispatch of WAN Routers and associated downstream attached devices (e.g. cabling, servers, non-managed switches, firewalls, and personal computers. Customer is responsible for the management of all equipment connected to WAN Routers that are out of the scope of the Service. Customer will provide Verizon with the SNMP "Read Access Community String" for all monitored WAN Routers.

Page 46 of 121


 
Contract ID: 545035-01
Verizon Business
Service Agreement
  ii.   Change Management: Customer is responsible for making and managing changes to their WAN network and any routine maintenance of WAN Routers.
  2.   Physical Management. Physical Management is a managed WAN service that provides the following services in addition to Monitor and Notify Service:
  a.   Design Services. Verizon will provide a Network Design Consultant who will create a Customer design document ("CDD") based on a written Statement of Requirements agreed to by Customer. The CDD will describe the "Customer's Network." Verizon will activate, monitor, and manage Customer's Network in conformance with the CDD.
 
  b.   Monitoring and Management. The Verizon NOC provides physical and logical fault detection, isolation, and monitoring services for WAN Routers. The NOC provides coverage 24 hours per day, seven days per week. Physical faults will be resolved by Verizon with logical faults remaining Customer's responsibility.
 
  c.   Change Management Activities. The following remote change management activities are included in the monthly recurring charges. Verizon may add, delete or change these change management activities from time to time:
  ï   Router Configuration Copies (if Customer has provided read/write SNMP access)
  ï   Terminal Access Controller, Access Control System ("TACACS") ó Add
  3.   Full Management. Full Management is a comprehensive managed WAN service that provides services listed below in addition to Physical Management service. Verizon is responsible to clear both logical and physical issues with Customer's reasonable cooperation. Verizon may clear the fault condition remotely or by dispatching a technician to Customer's site at Verizon's option.
  a.   ISDN Dial Backup Design, Implementation, Testing, and Fault Isolation Services. Verizon will provide ISDN Dial Backup Design, Implementation, Testing, and Fault Isolation Services as described below. Where ISDN is not available, Verizon will provide an analog Dial Backup design, if applicable. Customer is responsible to arrange for the provisioning of ISDN Basic Rate Interface ("BRI") lines or analog lines as necessary.
 
  b.   Other Services. As part of Managed WAN Services, Verizon will provide Customer a Project Engineer who, among other things, will perform and verify network acceptance and be the change/configuration management point of contact and the Account Team liaison. In addition, the Project Engineer will ensure that SNMP-based reporting tools and/or network monitoring tools, as applicable, are updated to reflect implementations, changes or deletions.
 
  c.   Change Management Activities. The following change management activities are included in the monthly recurring charges for Premium service. Verizon may add, delete or change these change management activities from time to time:
     
Activity    
IOS Vulnerability Upgrade
   
Router Configuration Copies
   
Terminal Access Controller, Access Control System ("TACACS") ó Add
   
Modifying analog or ISDN DBU
   
Circuit Upgrade / Downgrade
   
Dialer Interface ó Modify
   
Discontinue Managed Services
   

Page 47 of 121


 
Contract ID: 545035-01
Verizon Business
Service Agreement
     
Activity    
Emergency IOS Upgrade
   
Filter/Access-lists
   
Single Site IP Address/Subnet Mask Changes
   
Privilege Exec Commands ó Add / Modify
   
SNMP community strings ó Add / Modify / Delete
   
Static Route ó Add/ Modify / Delete
   
PVC for Unmanaged Remote Device ó Add / Modify / Delete
   
Password Change
   
Bandwidth Increase/Decrease Logical
   
Host Name Change
   
IP Address/Subnet Mask Changes ó Add / Modify / Delete
   
Modify Buffer Allocation
   
Modify Dial Backup/Dialer (interface)
   
  4.   Initial Manages WAN Service Non-recurring Options:
  a.   Managed Implementation Service. Managed Implementation brings a new Customer Managed WAN network online. Managed Implementation begins after the Customer's requirements have been gathered and the design activities have been completed. Verizon provides support for the planning, system engineering and overall project management of a new network including without limitation:
  ï   The collection of system, application and end-user requirements
 
  ï   The creation of overall project plan including system design and equipment configuration
 
  ï   The implementation of the overall project plan
 
  ï   Network site installation and acceptance
      Verizon will provide Managed Implementation Service in accordance with a separate statement of requirements ("SOR") that contains appropriate terms and conditions agreed upon by the parties.
 
  b.   Managed Take-Over. With Managed Take-Over, Verizon reviews, optimizes or takes over management of a Customer's existing network. Due diligence is the first step of the process which involves collecting and analyzing the logical and physical characteristics for the existing Customer network, as well as its related equipment assets. The due diligence process is generally accomplished in a non-intrusive manner. All network data must be provided by the Customer, including, but not limited to, Customer interviews, Customer-provided network diagrams, and site-specific information. At the close of the due diligence process, an impact assessment document ("IAD") is produced by Verizon in cooperation with the Customer. The IAD document provides i) the inventory of the Customer's network; ii) identifies any physical / logical activities required to bring the network under management by Verizon; and iii) identifies any associated costs in bringing the network under management. Verizon will provide Managed Take-Over Service in accordance with a separate statement of requirements ("SOR") that contains appropriate terms and conditions agreed upon by the parties.
 
  c.   Managed Migration. Customer has two Managed Migration options; Basic and Complex, as described below. Both option provide Customer with assistance in migrating from its managed or unmanaged Verizon Frame Relay service to Verizon Managed Private IP service.
  i.   Basic Managed Migration. Verizon will prepare an impact assessment document with the Customer (the "IAD") to assess the

Page 48 of 121


 
Contract ID: 545035-01
Verizon Business
Service Agreement
      Customer's current network and CPE, including, but not limited to; network topology, protocols, network performance history, site related information and Customer network management gap analysis.
  1.   Implementation Engineering Activities. During the implementation of the new migrated service, Verizon will perform the following services, without limitation:
  ï   Install out of band modem and confirm out of band connectivity
 
  ï   Schedule and complete physical and logical installations
 
  ï   Establish and verify management connectivity for Private IP Service
 
  ï   Ping text
 
  ï   Verify TACACS and SNMP
 
  ï   Configure Customer Private IP devices
 
  ï   Verify the elements of Private IP Service are operational
  2.   Customer PIP Network Design Services. Verizon will provide a Customer design document ("CDD") based on a written statement of requirements ("SOR") mutually agreed to by Verizon and Customer and executed by Customer. The CDD will describe PIP Network, including, without limitation:
  ï   network physical and logical topology of the WAN provided by a Verizon technical consultant, Verizon customer network engineering consultant, or Verizon special products support consultant;
 
  ï   hardware and software configuration details;
 
  ï   route discovery protocols, if applicable;
 
  ï   redundancy features, if applicable; and,
 
  ï   WAN IP addressing scheme.
 
  ï   LAN IP addressing scheme.
      Verizon will implement PIP Network in reasonable conformance with the CDD. Verizon will provide additional design consultation for subsequent changes to PIP Network not described or included in the CDD ó such as an increase to the number of routers in PIP Network ó at an additional charge to Customer. Verizon will provide such additional design and consulting services on a per-project basis in accordance with a separate statement of work ("SOW") that contains appropriate terms, conditions, rates, and charges agreed upon by the parties.
 
  3.   Complex Managed Migration. In addition to the services provided under the Basic Managed Migration Service, Verizon will perform the following design and implementation services:
  1.   Private IP Service Implementation and Activation. Verizon will implement and activate PIP Network based on the SOR. Under guidance from Customer and pursuant to the terms hereof, Verizon, its agents and subcontractors will complete the physical and logical activation of the routers into PIP

Page 49 of 121


 
Contract ID: 545035-01
Verizon Business
Service Agreement
      Network. Prior to activation of Customer's PIP Network Service; the Verizon will:
  ï   coordinate site surveys, if determined to be necessary by Verizon;
 
  ï   coordinate the activation of circuits and remote configuration of CPE;
 
  ï   schedule dispatch and on-site configuration for U.S. Mainland sites only, if determined to be necessary by Verizon (sites outside the U.S. Mainland could result in an additional charges to Customer);
 
  ï   test access circuits/DSU/CSU;
 
  ï   enable data ports; and
 
  ï   ping Customer router at time of activation.
  5.   Optional Services.
  a.   Network Management Reporting ó Visual Service. Network Management Reporting ó Visual Service is a real-time network performance monitoring and reporting service for Customers who install specific CPE. Network Management Reporting ó Visual Service will be based on a shared-host arrangement, based on Visual Network's "Visual Up-Time" technology, unless otherwise specified. Network Management Reporting ó Visual Service is provided at both domestic and international locations.
  6.   Limited Warranty. Verizon will perform the Managed WAN Services according to the terms and conditions in this Attachment unless (a) events or circumstances beyond the control of Verizon or its agents or subcontractors preclude performance or (b) Customer breaches any term or condition of this Schedule. Such events shall include but not be limited to (i) Verizon's requirement to comply with any law, ruling, order, regulation or requirement of any federal, state or municipal government or department or agency thereof or court of competent jurisdiction which affects or prevents performance; (ii) acts of God; (iii) acts or omissions of the other party; (iv) fires, strikes, war, insurrection or riot; (v) any design flaws in equipment owned, leased or otherwise controlled by Customer; (vi) or any other cause beyond Verizon's reasonable control. Any delay resulting from these causes will extend performance accordingly or excuse performance, in whole or in part, as may be reasonable.
 
  7.   Reports. All copies of any reports, recommendations, documentation, Customer Portal printouts, or other materials in any media form provided to Customer by Verizon hereunder will be treated as Verizon Confidential Information.
 
  8.   Security Services Disclaimer. Verizon makes no warranties, guarantees, or representations, express, or implied, that (i) the services provided pursuant to this Attachment will protect Customer's network from intrusions, viruses, trojan horses, worms, time bombs, cancelbots or other similar harmful or destructive programming routines; (ii) any security threats and vulnerabilities to Customer's network will be prevented or detected; or (iii) the performance by Verizon of any services under this Attachment will render Customer's systems invulnerable to security breaches.
 
  9.   Service Term Commitment. The selected Service Term will begin on the Service Activation Date and be coterminous with the Agreement term. The Service Activation Date shall be the date Customer has Managed WAN Service at the first site. A minimum one-year Service Term required.
 
  10.   Use of Customer Logo. Customer agrees to allow Verizon to use its logo identifying Customer as a Verizon Managed Services customer. Customer agrees to allow use of Customer's trademarks, trade names, or service marks (collectively, "Trademarks") for Verizon internal and external communications relation to Verizon's provision of the Service to the Customer. Verizon will present Customer with an opportunity to approve

Page 50 of 121


 
Contract ID: 545035-01
Verizon Business
Service Agreement
      of such use of Trademarks, in advance, in writing, which approval shall not be unreasonably withheld or delayed. Verizon acknowledges that the Customer is the owner of all right, title and interest in and to all of the Trademarks and shall not take any action that is inconsistent with such ownership. Verizon shall not, by any act or omission, use any Trademark in any manner that tarnishes, degrades, disparages or reflects adversely on Customer or its business or reputation. Any use of each other's Trademarks and logos in conformity with the provisions of this Section will be royalty-free.
 
  11.   Service Level Agreement.
  a.   Overview. This Managed WAN SLA is in addition to the SLA's offered for Verizon Frame Relay ("FR"), Private IP ("PIP"), Asynchronous Transfer Mode ("ATM"), and Private Line ("PL") transport services and relates to Verizon's performance providing Managed WAN Service.
  i.   The Managed WAN SLAs are as follows:
  ï   Availability
 
  ï   Time to Repair ("TTR")
 
  ï   Managed WAN Service Installation
 
  ï   Proactive Outage Notification
  ii.   The Managed WAN service objective is:
  ï   Change Management
  b.   SLA Details
  i.   Coverage Categories. The Managed WAN SLAs vary by network provider, geographic location and outage type as defined below.
  1.   Geographic Location. The location of a Customer site determines the applicable service levels. The countries covered under the Managed WAN SLA are divided into four categories:
  1.   U.S. ó Contiguous 48 states and Hawaii
 
  2.   Global Tier A
         
Australia   Germany   Norway
Austria   Hong Kong, China   Singapore
Belgium   Ireland   South Korea
Canada   Italy   Spain
Denmark   Japan   Sweden
Finland   Luxembourg   Switzerland
France   Netherlands   United Kingdom
  3.   Global Tier B ó the countries where Verizon provides Managed WAN Service that are not in the U.S. or Global Tier A.
  2.   Network Provider. The network provider also determines the applicable service levels. All SLAs provided herein are for the Verizon Network except where noted. The networks covered under the Managed WAN SLA are divided into three categories:
  1.   Verizon Network ó MCI Communications Services, Inc. d/b/a Verizon Business Services, MCImetro Access Transmission Services, LLC d/b/a Verizon Access Transmission Services; MCImetro Access Transmission Services of Virginia, Inc. d/b/a Verizon Access Transmission Services of Virginia; or MCImetro Access Transmission Services of

Page 51 of 121


 
Contract ID: 545035-01
Verizon Business
Service Agreement
      Massachusetts, Inc. d/b/a Verizon Access Transmission Services of Massachusetts.
 
  2.   3rd Party Network ó Access Type 3 or transport services from third parties approved by Verizon from time to time. The current approved 3rd Party Network providers are AT&T, Sprint, SBC, BellSouth, Qwest, Equant, British Telecom, Deutsche Telekom, and NTT.
 
  3.   Other Verizon Networks ó Verizon IP VPN as referenced in Verizon Tariff F.C.C. No. 20, Verizon Local Private Line as referenced in Verizon Tariff F.C.C. No. 1 and F.C.C. No. 11, Verizon Fast Packet ó ATM as referenced in Verizon Tariff F.C.C. No. 1 and F.C.C. No. 20, Verizon Fast Packet ó Frame Relay as referenced in Verizon Tariff F.C.C. No. 20.
  3.   Maintenance Provider. Maintenance may be provided by one or two Verizon maintenance organizations (Verizon Data Maintenance ó Network or Verizon Data Maintenance) or by an approved 3rd Party Maintenance provider. The current approved 3rd Party Maintenance providers are IBM, Siemens, Cisco, HP, NCR, and Unisys.
  c.   Verizon Managed WAN Service SLA
  i.   Service Level Agreement by Country Category and Level of Managed WAN Service
  1.   Full Management Service Level Agreements
                 
Region
        Global Tier A,   Global Tier B,    
        Other Verizon   Other Verizon   U.S. Other Verizon
    U.S. (except Other   Networks & 3rd   Networks & 3rd   Networks and 3rd
Parameter   Verizon Networks)   Party Network   Party Network   Party Networks
[**]
  [**]   [**]   [**]   [**]
[**]
  [**]   [**]   [**]   [**]
[**]
  [**]   [**]   [**]   [**]
[**]
  [**]   [**]   [**]   [**]
[**]
  [**]   [**]   [**]   [**]
[**]
  [**]   [**]   [**]   [**]
[**]
  [**]   [**]   [**]   [**]
  2.   Physical Management Service Level Agreement
                 
Region
[**]
  [**]   [**]   [**]   [**]
[**]
  [**]   [**]   [**]   [**]
  3.   Monitor and Notify Service Level Agreement
                 
Region
[**]
  [**]   [**]   [**]   [**]
[**]
  [**]   [**]   [**]   [**]
  d.   Service Level Agreements and Objectives Defined

Page 52 of 121


 
Contract ID: 545035-01
Verizon Business
Service Agreement
  i.   Availability. Managed Site Availability is based on the total number of minutes in a billing month during which the Managed Site is unavailable to exchange data between all Managed WAN Services sites, divided by the total number of minutes in that month. Sites are considered available whether data is passing through the primary connection or through a back up connection. Availability is based on the total number of minutes per billing month and site design:
  ï   No backup ó Measures the site availability for sites that have no ISDN, Analog dial, or other backup through diverse circuits
 
  ï   ISDN backup ó Measures the site availability for sites that have ISDN dial, Analog dial, or other backup
 
  ï   Dual router, dual circuit backup ó Measures the site availability for sites that have 2 connected routers running hot standby routing protocol ("HSRP") each with a separate diverse circuit, one router with a primary circuit, and the other router with an ISDN dial, Analog dial, or other diverse circuit.
 
  1.   Calculation. Availability is the percentage of time that the Customer's site is available within a given billing month. Availability only applies to Network Outages.
      Monthly Managed Site Availability (%) =
 
      1 Minus ( Total minutes of site Network Outage per month / # days in month x 24 hrs x 60 min ) x 100%
  2.   Credit Structure and Amounts. Customers will be credited for Managed WAN Service MRCs for the affected site.
  1.   Availability with dual routers / dual circuits (Applies to Site level performance)
                     
Credit as a % of Managed WAN Service MRC
            Global Tier A,   Global Tier B,    
            Other Verizon   Other Verizon   U.S. Other Verizon
            Networks &   Networks &   Networks and
Managed Router to Router   U.S. (except Other   3rd   3rd   3rd
Availability %   Verizon Networks)   Party   Party   Party Networks
From
  To                
[**]
  [**]   [**]   [**]   [**]   [**]
[**]
  [**]   [**]   [**]   [**]   [**]
[**]
  [**]   [**]   [**]   [**]   [**]
[**]
  [**]   [**]   [**]   [**]   [**]
[**]
  [**]   [**]   [**]   [**]   [**]
[**]
  [**]   [**]   [**]   [**]
  2.   Availability with ISDN Dial Back-Up (Applies to site level performance)
                     
Credit as a % of Managed WAN Service MRC
            Global Tier A,   Global Tier B,    
            Other Verizon   Other Verizon   U.S. Other Verizon
            Networks &   Networks &   Networks and
Managed Router to Router   U.S. (except Other   3rd   3rd   3rd
Availability %   Verizon Networks)   Party   Party   Party Networks
From
  To                
[**]
  [**]   [**]   [**]   [**]   [**]
[**]
  [**]   [**]   [**]   [**]   [**]
[**]
  [**]   [**]   [**]   [**]   [**]
[**]
  [**]   [**]   [**]   [**]   [**]
[**]
  [**]   [**]   [**]   [**]   [**]
[**]
  [**]   [**]   [**]   [**]   [**]
[**]
  [**]   [**]   [**]   [**]

Page 53 of 121


 
Contract ID: 545035-01
Verizon Business
Service Agreement
  3.   Availability with No Back-Up (Applies to site level performance)
                     
Credit as a % of Managed WAN Service MRC
            Global Tier A,   Global Tier B,    
            Other Verizon   Other Verizon   U.S. Other Verizon
            Networks &   Networks &   Networks and
Managed Router to Router   U.S. (except Other   3rd   3rd   3rd
Availability %   Verizon Networks)   Party   Party   Party Networks
From
  To                
[**]
  [**]   [**]   [**]   [**]   [**]
[**]
  [**]   [**]   [**]   [**]   [**]
[**]
  [**]   [**]   [**]   [**]   [**]
[**]
  [**]   [**]   [**]   [**]   [**]
[**]
  [**]   [**]   [**]   [**]   [**]
[**]
  [**]   [**]   [**]   [**]   [**]
[**]
  [**]   [**]   [**]   [**]
  3.   Exclusions. In addition to the general exclusions found below the following exclusions apply to the Availability SLA:
  1.   Periods of Network Outage resulting in whole or in part from Managed WAN Service degradation, such as slow data transmission.
 
  2.   Interruptions not reported by Customer, or for which no trouble ticket was opened.
 
  3.   Sites installed for less than one full calendar month.
  ii.   Time to Repair ("TTR"). TTR is the time to resolve a Network Outage trouble ticket at a site.
  1.   Calculation. The Customer's TTR will be based on the Network Outage time per router for each outage event. The TTR time starts when a trouble ticket is opened after a Network Outage by Verizon or the Customer, and concludes with the restoration of Managed WAN Service. TTR includes the local access line, the WAN infrastructure port, and the router. Either Verizon or approved 3rd party maintenance is required.
      Managed Device Time To Repair (Hrs.) = Length of trouble ticket resolution for Network Outage per router per outage
  2.   Credit Structure and Amounts. Customers will be credited for Managed WAN Service MRC for the affected site as shown below.
  1.   Time to Repair with Verizon Data Maintenance ó Network (applies to each router at a site)

Page 54 of 121


 
Contract ID: 545035-01
Verizon Business
Service Agreement
                     
        Credit as a % of MRC forManaged WAN Service
            Global Tier A:   Global Tier B:    
            Verizon Network,   Verizon Network,   U.S.:
Time to Repair Verizon   U.S. (except Other   Other Verizon   Other Verizon   Other
Maintenance   Verizon Networks   Networks, &   Networks, &   Verizon Networks
Network Outage Repair   and 3rd   3rd   3rd   and 3rd
Time (Per incident)   Party Networks)   Party Network   Party Network   Party Network
[**]
  [**]   [**]   [**]   [**]   [**]
[**]
  [**]   [**]   [**]   [**]   [**]
[**]
  [**]   [**]   [**]   [**]
      2. Time to Repair with Verizon Data Maintenance and Approved Non-Verizon Maintenance (applies to each router at a site).
                 
    Credit as a % of MRC forManaged WAN Service
Time to Repair       Global Tier A:   Global Tier B:    
Non-Verizon       Verizon Network,   Verizon Network,    
Maintenance   U.S. (except Other   Other Verizon   Other Verizon   U.S.: Other
Network Outage   Verizon Networks   Networks, &   Networks, &   Verizon Networks
Repair Time (Per   and 3rd   3rd   3rd   and 3rd
incident)   Party Networks)   Party Network   Party Network   Party Network
[**]
  [**]   [**]   [**]   [**]
  3.   Exclusions. In addition to the general exclusions found below the following exclusions apply to the TTR SLA:
  1.   Sites with Verizon Data Maintenance ó Network located outside of a [**] mile (U.S. sites only) or [**] kilometer radius (Global Tier A and B) of an authorized Verizon service center are excluded from the TTR SLA.
 
      Sites with Verizon Data Maintenance ó Network between [**] and [**] miles (U.S. sites only) or between [**] and [**] kilometers (Global Tier A and B) have a TTR objective of [**] hours. Sites with Verizon Data Maintenance ó Network beyond a [**] mile (U.S. sites only) or [**] kilometer radius (Global Tier A and B) have a TTR objective of [**] hours. There are no credits payable for not meeting these objectives.
 
  2.   Periods of Network Outage resulting in whole or in part from Managed WAN Service degradation, such as slow data transmission.
 
  3.   Sites with DSL or satellite access connections.
  iii.   Managed WAN Service Installation SLA. The Managed WAN Service Installation SLA is defined as the period of time to install the Managed WAN Service at a site.
  1.   Calculation. The Managed WAN Service Installation SLA time period starts the date the Customer approves the CDD provided by Verizon and ends the date the Managed WAN Service is up and billable at that site.
 
  2.   Credit Structure and Amounts. Customer will receive a [**]% refund of the non-recurring Managed WAN installation fee for a site if Verizon fails to install the Managed WAN Service within [**] for that site.
 
  3.   Exclusions. In addition to the general exclusions found below the following exclusions apply to the Managed WAN Service Installation SLA:

Page 55 of 121


 
Contract ID: 545035-01
Verizon Business
Service Agreement
  1.   A Customer-ordered installation date that is prior to the [**] installation SLA;
 
  2.   Installations outside of the 48 contiguous United States;
 
  3.   Delays resulting from an order suspension due to Customer credit issues;
 
  4.   Circuits greater than 1.536 Mbps;
 
  5.   Access circuits or ports not ordered by Verizon;
 
  6.   Circuits terminating outside of the 48 contiguous United States;
 
  7.   Other Verizon Networks.
  iv.   Proactive Outage Notification SLA. The proactive outage notification SLA provides credits if Verizon fails to notify Customer of a Network Outage as provided herein. Proactive Notice is provided by different means depending on the type of Managed WAN Service. Proactive Notice will be provided to the Customers' designated point of contact by e-mail or pager.
  1.   Calculation. The Notification Period begins with opening of a trouble ticket for a Network Outage. Verizon has [**] to notify Customer's primary point of contact from the start point of the Notification Period. Verizon is in compliance with the proactive outage notification SLA if the Customer opened the trouble ticket or contacts Verizon within the Notification Period. Verizon will provide the ticket number and an initial status.
 
  2.   Credit Structure and Amounts. Customer will receive a credit equal to [**]% of the MRC for each Managed WAN Service site that was impacted during a Network Outage that was not properly notified.
 
  3.   Exclusions. In addition to the general exclusions found below A, the following exclusions apply to the Proactive Outage Notification SLA:
  1.   Periods of Network Outage resulting in whole or in part from Managed WAN Service degradation, such as slow data transmission.
 
  2.   Events that affect multiple customers including without limitation cable or fiber cuts.
 
  3.   Customer point of contact unavailability due to incorrect contact information or other cause.
  v.   Change Management Service Level Objective. The Change Management service level objective is to complete certain change management requests, listed below, within [**] of the change being scheduled with Customer (an "Express Change"), or within [**] if designated by Customer as an emergency (an "Emergency Change"). Emergency Changes must be requested by Customer's submission of a Priority 1 trouble ticket.
  1.   Definition. Express Change Request Types. These are a subset of current change request types that would be eligible for the change management objective:
  a.   Activate Previously Configured LAN Interface.
 
  b.   Privilege Exec Commands ó Add or Modify
 
  c.   Filters/Access-lists ó Add, Delete or Modify

Page 56 of 121


 
Contract ID: 545035-01
Verizon Business
Service Agreement
  d.   Static Route ó Add (include redistribution requirements), Delete or Modify
 
  e.   Request Copy of Router Configuration.
 
  f.   Sub Interface ó Add (include routing requirements), Delete or Modify Both Emergency and Express change requests do not provide for scheduling, coordination, follow-up, impact assessment or evaluation before or after such request by Customer.
  2.   Credit Structure and Amounts. The Change Management service level objective and has no associated credit.
 
  3.   Exclusions. In addition to the general exclusions found below, the following exclusions apply to the Change Management Service Level Objective:
  1.   Requests submitted between the hours of 12:01 p.m. eastern U.S. time Friday ó 11:59 a.m. eastern U.S. time, Sunday.
 
  2.   Incomplete information, including the specific commands/configurations.
  e.   Credit Application Process
  i.   Managed WAN Services SLA Application Structure. Credits are not cumulative month to month. If the SLA issue exceeds [**], the same schedule applies for each consecutive month. The maximum credit within any one month for the aggregate SLA credits within that month is [**]% of the total MRC for the Managed WAN Service for all sites. Verizon's data and calculations will be used to determine if an SLA has been missed and a credit is due. Verizon will issue a credit within [**] if its determination of non-compliance with an SLA.
 
  ii.   Process for Customers to Apply for SLA Credits. Customer completes two steps in order to have an outage qualify for a Service Level Agreement credit. First, except for the Installation SLA, a trouble ticket needs to be opened in response to Managed WAN Service issues at the time of the Managed WAN Service issue. Second, a written request for credit must be made to the account team contact.
  1.   Opening a Trouble Ticket. For the Availability, Time to Repair, and Proactive Outage Notification SLAs, a Network Outage trouble ticket must be opened on Verizon's systems, either by Verizon or by Customer's request. A trouble ticket provides the record of Network Outage events.
 
  2.   Submitting a Service Level Agreement Credit Request
  1.   Installation SLA. Customer must make a written request (e-mail or fax) to the Verizon Account Team for a credit within [**] after the date that the circuit installation is completed that is beyond the [**] SLA with the following information:
  ï   The site and circuit identifier
 
  ï   The date the site and circuit should have been installed
 
  ï   The date the site was installed
 
  ï   The date that Customer approved the CDD
  2.   Availability, Time To Repair, and Proactive Outage Notification SLA. Customer must make a request in writing (e-mail or fax) to the Verizon

Page 57 of 121


 
Contract ID: 545035-01
Verizon Business
Service Agreement
      Account Team for a credit within [**] of the end of the month for which an SLA credit is due with the following information:
  ï   The date the site and circuit outage(s) occurred
 
  ï   The time the site and circuit outage(s) began and ended
 
  ï   The site(s) and circuit ID(s) for each affected site.
 
  ï   Trouble Ticket number for each site and event.
  3.   Service Level Agreement Credit Time Limitation. If Verizon has failed to meet the same SLA for [**] consecutive months, Customer may elect to:
  ï   continue the Managed WAN Service with a limit of [**] months of credits for any individual SLA within a 12-month period.
 
  ï   discontinue Managed WAN Service without liability except for charges incurred prior to discontinuation of the Managed WAN Service. Customer must submit a written disconnect notice to their Verizon Account Team within [**] following the end of either the third or subsequent consecutive month of Verizon's failure to meet the SLA.
      If 3rd Party Network or Maintenance provider causes in whole or in part the payout of SLA credits for [**] consecutive months, Verizon has the following options:
  ï   require a change of 3rd Party Network or Maintenance provider, as applicable; or
 
  ï   terminate its performance obligations under this Managed WAN SLA for the related SLA.
  f.   General Exclusions. The following exclusions apply to all Service Level Agreements contained in this document:
  i.   No credit will be due to the extent the SLA is not met because of any act or omission on the part of the Customer, its contractors or vendors, or any other entity over which the Customer exercises control or has the right to exercise control, other than acts or omissions of Verizon approved 3rd Party Network or 3rd Party Maintenance providers,
 
  ii.   No credit will be due to the extent the SLA is not met because of a Force Majeure event, as defined in the Agreement.
 
  iii.   No credit will be due to the extent the SLA is not met because of scheduled maintenance by Customer or entities under Customer's direction or control.
 
  iv.   No credit will be due to the extent the SLA is not met because of scheduled maintenance by Verizon within Verizon's maintenance windows.
 
  v.   Except for the Installation SLA, no credit will be due to the extent the SLA is not met because the Managed WAN Service is not up and billable.

Page 58 of 121


 
Contract ID: 545035-01
Verizon Business
Service Agreement
  vi.   No SLA applies unless the CPE is under 24 x 7 maintenance coverage with a [**] response time with Verizon or an Verizon approved 3rd party maintenance provider.
 
  vii.   No credit will be due to the extent the SLA is not met because of the amount of time delays due to Customer Time.
 
  viii.   No credit will be due to the extent the SLA is not met because proper power is not available to the CPE.
  g.   Terms and Definitions
     
Terms and Definitions   Definition
3rd Party Maintenance
  Maintenance services from third parties approved by Verizon from time to time. The current approved 3rd Party Maintenance providers are [**].
3rd Party Network
  Transport services or local access from third parties approved by Verizon from time to time. The current approved 3rd Party Network providers are [**].
Access Type 3
  Circuits for which local access is not furnished via Verizon or Verizon-affiliate facilities.
Billing Month
  The period of time used for the monthly invoice. This is usually a minimum of 30 days but starts after the first of any month.
circuit
  A circuit is a Connection, port, CAR and local access.
Connection
  Connection is a port on Customer's WAN connected to Verizon or a 3rd Party Network.
Customer Premise Equipment ("CPE")
  Service equipment located at the Customer site.
Customer Time
  Time delays attributable to or caused by one or more of the following:
 
  ü Incorrect or incomplete information provided by Customer;
 
  ü Verizon or the Verizon approved maintenance provider being denied access to CPE or network components at the Customer location when access is required;
 
  ü Failure or refusal by Customer to release the circuit for testing; or
 
  ü Customer unavailability where needed to close a trouble ticket.
MRC
  Monthly Recurring Charge.
Network Outage
(Hard Outage)
  Managed WAN Service degradation such that Customer is unable to use the Managed WAN Service and Customer is prepared to release the circuit to Verizon for immediate testing.
Port
  An entrance to and/or exit from a network.
router
  The term "router" means managed WAN devices.
site
  A site is Customer's Managed WAN Service location that includes CPE and a Connection.
Trouble Ticket
  The result of reporting by a Customer to Verizon of either perceived Managed WAN Service outage or Managed WAN Service degradation.
Verizon Network
  MCI Communications Services, Inc. d/b/a Verizon Business Services, MCImetro Access Transmission Services, LLC d/b/a Verizon Access Transmission Services; MCImetro Access Transmission Services of Virginia, Inc. d/b/a Verizon Access Transmission Services of Virginia; or MCImetro Access Transmission Services of Massachusetts, Inc. d/b/a Verizon Access Transmission Services of Massachusetts.
INTERNET DEDICATED ó MANAGED SERVICE

Page 59 of 121


 
Contract ID: 545035-01
Verizon Business
Service Agreement
I.   Rates and Charges. Customer will pay the following non-recurring and monthly recurring rates and charges for Inernet Dedicated Managed Service.
  A.   Monthly Recurring Charges ("MRC") for Managed IDA Service. Customer will pay the following MRC for Managed IDA Service:
     
Router Size   MRC
[**]
  [**]
[**]
  [**]
[**]
  [**]
  B.   Non-Recurring Charges ("NRC"). Customer will pay the following NRC per router regardless of router size:
     
Additional Services   NRC
Managed Implementation.
  [**]
Maintenance Takeover.
  [**]
Expedite Charge ó Request to activate router in [**] or less
  [**]
Rescheduling Charge ó Request to reschedule a router activation within [**] of set date.
  [**]
Intra-building Move or Exchange.
  [**]
-Same router and circuit
   
-No design impact
   
-Performed during normal business hours
   
Across Town Move.
  [**]
-Within [**] mile radius
   
-Same route
   
-New circuit
   
-No design impact
   
-Performed during normal business hours
   
After-hours Premium. ó Performed outside normal business hours
  [**]
Router Exchange or Upgrade.
  [**]
-Substitute one router for another at an existing site
   
-Installation of router memory as may be required
   
Router Deactivation ó Disconnect of router
  [**]
  C.   Customer Premise Equipment ("CPE"). Customer may purchase or rent CPE from Verizon under separate agreement or provide its own CPE if approved by Verizon. For rental CPE from Verizon, Customer will pay the following MRCs for CPE rental dependent upon the applicable kit and the term commitment of the CPE rental agreement. Maintenance services are included in the pricing below:
     
CPE Kit   MRC
[**]
   
[**]
  [**]
[**]
  [**]
[**]
   
[**]
  [**]
[**]
   
[**]
  [**]
[**]
  [**]
[**]
  [**]

Page 60 of 121


 
Contract ID: 545035-01
Verizon Business
Service Agreement
     
CPE Kit   MRC
[**]
  [**]
[**]
   
[**]
  [**]
[**]
   
[**]
  [**]
[**]
   
[**]
  [**]
[**]
   
[**]
  [**]
II.   Terms and Conditions.
  A.   General Description of Internet Dedicated ó Managed Services. Internet Dedicated ó Managed Service overlays management services (implementation and ongoing support) for Internet dedicated access solutions and associated customer premise-based equipment ("CPE") (collectively "Customer's Network"). Verizon will provide the Internet Dedicated ó Managed Services in the locations ordered by Customer. The Internet Dedicated ó Managed Services will be performed by Verizon or through its agents and subcontractors on a commercially reasonable basis.
  1.   Design Services. Verizon will create a Managed Service design with Customer's input and approval. Verizon will activate, monitor, and manage Customer's Network in reasonable conformance with the design. Verizon will prepare the platform necessary to monitor Customer's Network and activate the routers to be managed.
 
  2.   Managed Implementation. At Customer's request and for the non-recurring charge listed herein, Verizon will provide on-site installation ("Managed Implementation") for Verizon-provided rental CPE, or uninstalled Customer-provided CPE.
 
  3.   Managed Take-Over. With Managed Take-Over, Verizon reviews, optimizes or takes over management of a Customer's existing router or network. Due diligence is the first step of the process which involves collecting and analyzing the logical and physical characteristics for the existing Customer network, as well as its related equipment or assets. The due diligence process is generally accomplished in a non-intrusive manner. All router and network data must be provided by the Customer, including, but not limited to, Customer interviews, Customer-provided network diagrams, and site-specific information. Verizon will determine if Managed Take-Over can be approved during the due diligence. Upon Verizon approval, Managed Take-Over may be supported on either Verizon network access or third party network access.
 
  4.   Monitoring and Management. Verizon provides fault management, configuration management, and security management and monitoring services for CPE managed under this Service Attachment ("Monitoring and Management"). Monitoring and Management is performed by Verizon's Network Operating Center ("NOC") 24 hours per day, seven days per week and is based on the International Standards Organization ("ISO") Management Framework. Management includes out-of-band ("OOB") management via a Customer-provided dedicated analog line and Verizon-provided OOB modem.
 
  5.   Maintenance. Verizon will provide 7x24 on-site CPE maintenance for Verizon-provided rental CPE only ("Equipment"). Customer must obtain 7x24 on site maintenance for Customer-supplied CPE and provide Verizon with necessary maintenance information on such CPE at the time the CPE is added to the Customer Network. Verizon will call out Customer's third party maintenance provider if Customer provides Verizon with maintenance provider details and with Letter of Agency ("LoA") authorizing Verizon to do so at time the CPE is added to the Customer Network. If Customer does not provide maintenance provider of LoA, of if Customer cannot provide 7x24 on-site maintenance, no service level agreements ("SLAs") will apply.

Page 61 of 121


 
Contract ID: 545035-01
Verizon Business
Service Agreement
      "Maintenance Service" means Verizon will do the following (in the U.S. Mainland only) in a good and workmanlike manner:
  a.   Use commercially reasonable efforts to isolate any problems with the Equipment and to restore service following receipt of Customer's notification that the Equipment is inoperative.
 
  b.   Investigate trouble reports initiated by Customer and repair or replace, at Verizon's sole discretion, any of the Equipment which fails to meet the manufacturer's published operating specifications for the Equipment.
 
  c.   Replace Equipment it determines needs to be replaced with equipment of like kind and functionality from a manufacturer of Verizon's choice at the time of replacement ("Exchange Unit"). Before replacing Equipment, Verizon will attempt to contact Customer to schedule it. The replaced unit will be returned to Company inventory at Company's expense. For Equipment to which Customer holds title, upon replacement, Customer will obtain title to the Exchange Unit and Verizon will obtain title to the replaced Equipment.
  6.   Performance Reporting. Verizon will provide Customer Performance Reporting service at no additional cost using an automated reporting and analysis tool that selects and condenses the managed router management information base ("MIB") data into graphical reports available on demand via an internet web site provided by Verizon.
  B.   Conditions of Service.
  1.   Managed IDA Service is available only to purchasers of Verizon Internet Dedicated T1, NxT1, T3, or Internet Dedicated Ethemet Service (and associated access) with a minimum one-year Service Term under separate Service Attachment. Managed IDA Service is only available within the contiguous United States.
 
  2.   Any existing CPE for which service is being added must exactly match an Verizon approved kit as set forth below, or be approved by Verizon in advance, before Service will be provided. Engineering services will be provided pursuant to an amendment to this Service Attachment and an accepted Statement of Work.
 
  3.   Customer and its employees or agents, without prior approval from Verizon, shall neither: (a) remove, deface, or alter any serial numbers of CPE covered hereunder; nor (b) add, modify, or remove hardware or software from the CPE. Verizon shall be the maintenance provider for CPE and perform any on-site installation as required under separate agreement. Verizon will notify Customer's technical point of contact within a reasonable period of time upon discovery of a performance issue with the CPE outside of Verizon's responsibility.
 
  4.   During the term of this Service Attachment, Verizon exclusively shall maintain all CPE login names, passwords, and configurations. Customer shall not have write access to the CPE and shall have read access only with Verizon's agreement. Upon termination or expiration of this Service Attachment, Verizon shall provide Customer with such CPE login names, passwords, and configurations.
 
  5.   Verizon will manage up to and including the local area network ("LAN") interface on the CPE but is not responsible for Customer's LAN operations or the interoperability of the CPE with Customer's LAN.
 
  6.   Up to [**] static routes will be supported. Internal routing and multi-homing are not supported.
 
  7.   Service supports only static routing on both the CPE WAN interface (except that BGP routing will be supported for dedicated Shadow, Double, or Diverse Internet Dedicated Services obtained from Verizon) and the CPE LAN interface.
 
  8.   Verizon will set up and make changes to Customer's access lists; provide that Customer shall be limited to [**] lines.
 
  9.   Except for locations where Verizon provides rental CPE, Customer must upgrade or replace any CPE that has reached the manufacturer's end of line/end of support in order

Page 62 of 121


 
Contract ID: 545035-01
Verizon Business
Service Agreement
      for Verizon to provide Internet Dedicated ó Managed Services. If Customer fails to do so, Verizon will not provide Internet Dedicated ó Managed Service for such location(s).
  C.   Customer Responsibilities. Customer will do the following:
  1.   Customer will provide information to Verizon, its subcontractors or its designated point of contact ("Verizon or its Designees") that is necessary or useful for Verizon to perform its obligations. In addition, Customer will provide Verizon or its Designees with reasonable access to Customer facilities, installation sites, and equipment as necessary or useful for Verizon to perform its obligations hereunder.
 
  2.   Customer will obtain any necessary permits, licenses, variances, and/or other authorizations required by state and local jurisdictions.
 
  3.   Customer will ensure that its electronic files are adequately duplicated and documented at all times.
 
  4.   Customer will provide a dedicated analog line of all CPE on which Verizon performs Internet Dedicated ó Managed Service under this Agreement. Customer will maintain each analog line in good working condition at all times during the Term. Modems with working PSTN lines attached are required at each Customer location for redundant access to the equipment for management purposes and for the Service Level Agreement to apply.
 
  5.   Unless otherwise specified in this Service Attachment (or another Verizon schedule or agreement), Customer will be responsible for obtaining, installing, inter-connecting, and maintaining all equipment, software, wiring, power sources, telephone connections and/or communications services necessary for inter-connection with Verizon's network or otherwise for use in conjunction with the Internet Dedicated ó Managed Services ("Facilities"). Customer is solely responsible for ensuring that these Facilities are compatible with Verizon's requirements and that they continue to be compatible with subsequent revision levels of Verizon-provided equipment, software and services and any necessary manufacturer upgrades. Verizon is not responsible for the availability, capacity, and/or condition of any facilities that Verizon does not provide.
 
  6.   Verizon reserves the right to use secondary IP addressing if Customer is using unregistered IP address space. If Customer will not allow secondary IP addressing, Verizon reserves the right to assess appropriate costs for a dedicated management domain or an IP proxy hardware solution.
  D.   Description of Internet Dedicated ó Managed Service. Internet Dedicated ó Managed Service is available only in locations in the United States where Verizon provides Internet Dedicated Access Service, Dedicated Internet Access, Dedicated Internet Access National, or CrossRoads Service. The following is a summary of the services provided as part of Internet Dedicated ó Managed Service:
  1.   Design Services. Verizon will work with Customer to create and approve a design to address Customer needs. Verizon will activate, monitor, and manage Customer's Network in conformance with the design. Verizon will prepare Verizon's platform used to monitor Customer's Network and activate the routers to be managed.
 
  2.   Monitoring and Management. Verizon provides fault management, configuration management, and security management and monitoring services for CPE that utilize Verizon MNS products for the charges in this Agreement. Services are performed by the NOC. The NOC provides 24 hours per day, seven days per week support coverage for monitoring and management capabilities. The services are based on the International Standards Organization (ISO) Management Framework and include Verizon fault management of Customer supplied or acquired equipment, configuration management, and security management.
 
  3.   Project Engineer. As part of Internet Dedicated ó Managed Service, Verizon will provide Customer a Project Engineer who, among other things, will perform and verify network acceptance and be the change/configuration management point of contact and the Account Team liaison. In addition, a Project Engineer will ensure that network

Page 63 of 121


 
Contract ID: 545035-01
Verizon Business
Service Agreement
      reporting tools and/or monitoring tools, as applicable, are updated to reflect implementation, changes, or deletions.
  E.   Service Term. The minimum Service Term for Verizon Managed Internet Dedicated Service is one year, and if the Agreement terminates or expires prior to the termination of this Service Attachment, this Service Attachment shall continue in full force and effect under the terms and conditions of the Agreement for the longer of the minimum Service Term or the Service Term otherwise agreed to by Customer. If Customer terminates Verizon Managed Internet Dedicated Service before the end of the one-year minimum Service Term (or longer committed Service Term) for reasons other than Customer termination for Cause, Customer will pay an amount equal to [**]% of the MRC for the discontinued service(s) multiplied by the number of months remaining in the unexpired portion of the one-year commitment or committed Service Term, plus a pro rata portion of any and all credits received by Customer, in addition to any amounts owed for service already received.
 
  F.   Reports; Property of Verizon. When this Service Attachment expires or is terminated, Customer will return all copies of any reports, recommendations, documentation, printouts, or other materials in any media form provided to Customer by Verizon hereunder. Verizon will own and retain all right and title to any ideas, designs, and other intellectual property, whether copyrightable or patentable or not, contained in those materials. No licenses or rights under any patent, copyright, trademark, or trade secret are granted or are to be implied by this Service Attachment.
 
  G.   Warranties, Limitations of Liability and Force Majeure. Customer shall defend, indemnify and hold harmless Verizon, its affiliates and their respective employees, officers agents or contractors against any damages and expenses, including reasonable attorneys' fees, incurred by any of them (including expenses and costs incurred by Verizon in enforcing the term of this Service Attachment) arising out of Customer's or its employees', contractors' or agents' acts, omissions or breaches of any obligations hereunder, or its use of the CPE or maintenance services in a manner not intended under this Service Attachment. Verizon warrants that any cables and connectors between the CPE and any other equipment on Customer's premises that are provided by Verizon will be in good working order for a period of 30 days after installation unless the failure of such cables and connectors is caused by Customer's misuse or abuse. EXCEPT AS SPECIFICALLY SET FORTH IN THE CPE TERMS, ALL CPE PROVIDED BY VERIZON IS PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND. VERIZON MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AS TO ANY EQUIPMENT, MAINTENANCE SERVICE OR RELATED PRODUCT OR DOCUMENTATION. VERIZON SPECIFICALLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT OF THIRD-PARTY RIGHTS. NOTWITHSTANDING THE FOREGOING, THE WARRANTIES AND SUBLICENSES, IF ANY, OF THE EQUIPMENT MANUFACTURER PASS THROUGH VERIZON AND INURE TO THE BENEFIT OF CUSTOMER. Neither party is responsible for a failure to perform from Force Majeure but no Force Majeure relieves Customer of its obligation to make payments for invoiced amounts.
 
  H.   Order Process. Customer may order Services by contacting Customer's Verizon-designated account manager, who will process Customer's order. This order shall constitute the binding commitment of Customer to purchase the requested Service. Verizon's activation of Service shall constitute Verizon's acceptance of Customer's order, unless another mode of acceptance is expressly stated. Verizon reserves the right to reject any order for any reason, including without limitation, Verizon's obligations under applicable laws, regulations, directives, governmental authority or orders, third party contracts, or Customer's failure to meet Verizon's credit approval requirements. In addition, Verizon may reject an order in the event (a) of the inability or impracticality of providing such Service in a particular geographic area in which Verizon does not have sufficient presence, capacity, corporate infrastructure or Network technical infrastructure to

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Contract ID: 545035-01
Verizon Business
Service Agreement
      effectively support the requested Service or (b) Verizon no longer commercially offers the Service.
 
  I.   Service Level Agreement ("SLA"). To qualify for the Internet Dedicated ó Managed Service ó Service Level Agreement ("MSIDA-SLA"), the customer must have a 24x7 Maintenance Agreement for the equipment at each location. If the Maintenance Agreement is not purchased from Verizon or 3rd party vendor, the router is not covered by the Network & CPE Availability SLA and Mean Time to Repair SLA.
  1.   Service Details
  a.   Services Covered. Services and attributes covered by the MSIDA-SLA include the following:
  i.   Internet Dedicated Access Service in the contiguous United States.
 
  ii.   Access types 1, 2, and 4 for Internet
 
  iii.   Managed Services
 
  iv.   CPE that is part of a Managed Services contract for Internet Dedicated Access Service
 
  v.   Other Verizon Networks ó Dedicated Internet Access, Dedicated Internet Access National and CrossRoads.
  b.   Exclusions. Exclusions to the MSIDA-SLA include the following:
  i.   Customer-Provided Access: Access lines purchased by the customer through a provider other than Verizon and billed directly to the customer are excluded from this SLA
 
  ii.   CPE associated with the Internet Service that is not part of a Managed Service contract.
  c.   Coverage Categories. The service commitments defined in the MSIDA-SLA vary by outage type. The MSIDA-SLA defines service disruptions as either a Hard Outage or Soft Outage. The Service Restoration Priority determines the ranking of the repair actions against other service issues. These are defined as follows:
  i.   Hard Outage is defined as a service disruption or degradation that prohibits use of the service. This is classified as a Priority 1 Service Restoration. The service level agreements for Network & CPE Availability and Mean Time to Repair apply to Hard Outages.
 
  ii.   Soft Outage is defined as a degradation of service where the customer can still use the service. This is classified as a Priority 2 Service Restoration. The service level agreement for Network Latency, Denial of Services, Network Packet Delivery, and Network Jitter apply to Soft Outages.
 
  iii.   Service Restoration Priority
     
Priority   Criteria
Priority 1
(Hard Outage)
 
ï   Total loss of service
 
ï   Service degradation to the point where the customer is unable to use the service and is prepared to release it for immediate testing.
 
Priority 2
(Soft Outage)
 
ï   Degraded service where the customer is able to use the service and is not prepared to release it for immediate testing.
  2.   Verizon SLA Commitment for Internet Dedicated ó Managed Service
  a.   US SLA Commitments

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Contract ID: 545035-01
Verizon Business
Service Agreement
     
Service Commitment
Parameter   Performance Standard
Network & CPE Availability
  [**]
Mean Time To Repair (MTTR)
  [**]
Mean Time to Repair (MTTR) for Other Verizon Networks
  [**]
Network Latency
  [**]
Denial of Service
  [**]
Network Packet Delivery
  [**]
Network Jitter
  [**]
Domestic Service Installation
  [**]
Domestic Service Installation for Other Verizon Networks
  [**]
Proactive Outage Notification
  [**]
  3.   Service Level Agreement and Objectives Measurement Defined
  a.   Network & CPE Availability
  i.   Definition. Network Availability is defined as the total number of minutes in a billing month during which a specific circuit (including the IP Network infrastructure port and access circuit) and the customer premises equipment (CPE) is available to exchange data between end points, divided by the total number of minutes in a billing month for all managed network routers. The measure is calculated as the percentage of total time that the network is available within a month. If Verizon or a 3rd party vendor provides the router maintenance this guarantee includes the local access circuit, IP Service Network Infrastructure port, and the managed router. If no router maintenance is provided the Network & CPE Availability SLA excludes the managed router.
 
  ii.   Calculation. Network & CPE Availability is the percentage of time that the Customers network is available within a given billing month. Network & CPE Availability only applies to Hard Outages that are always classified as Service Restoration Priority 1.
                     
Monthly Network &
CPE Availability (%) =
  1
Minus
  (   Total Minutes of Network & CPE non-availability per month
Total # managed routers x # days in month x 24 hrs x 60 min
  )   x100
  iii.   Examples of Calculations for Network & CPE AVAILABILITY SLA
     
Customer Conditions   Formula Applied
ï     [**]
  [**]
ï     [**]
  [**]
  iv.   CREDIT STRUCTURE AND AMOUNTS. IF VERIZON FAILS TO MEET THE NETWORK & CPE AVAILABILITY SLA, THE ACCOUNT WILL BE CREDITED THE PRO-RATED CHARGES, WHICH INCLUDE [**].
 
      Requests for credit must be submitted in writing to the account team within [**] of opening a Trouble Ticket. In order for the outage to qualify for an SLA credit the request must contain the following information:
  ï   The date the outage occurred.
 
  ï   The time the outage began and ended.

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Contract ID: 545035-01
Verizon Business
Service Agreement
  ï   The Site(s) and Circuit ID(s) for each impacted.
  b.   Mean Time to Repair (MTTR) SLA
  i.   Definition. Mean Time to Repair (MTTR) is the average time to restore the Service during a Network outage. This is calculated as the period of time beginning when either the Customer or an Verizon engineer opens a trouble ticket and ending when service is restored (closing of a trouble ticket with the customer). If Verizon or a 3rd party vendor provides the router maintenance this guarantee includes the local access line, the IP Network infrastructure port, and the managed router. If no router maintenance is provided the MTTR SLA excludes the managed router. This commitment also covers loss of site network connectivity due to router software failure.
 
  ii.   Calculation. The Customer's MTTR will be based on the cumulative time of network outage time per circuit and calculated as an average for the applicable monthly billing period. This time commences with the initiation of a trouble ticket that is opened by Verizon or the Customer, and concludes with the restoration of service.
     
Managed Router Monthly Mean Time to Repair (Hrs.) =
  Cumulative length of Network non-availability per circuit
Total number of Trouble Tickets per circuit during the billing month
  iii.   CREDIT STRUCTURE AND AMOUNTS. THE CREDIT CALCULATION IS BASED ON THE AVERAGE REPAIR TIMES FOR CIRCUIT OUTAGES WITHIN A CALENDAR MONTH. CUSTOMERS WILL BE CREDITED FOR MONTHLY RECURRING CHARGES FOR AFFECTED MANAGED SERVICE, DEDICATED INTERNET ACCESS CIRCUITS AND IP SERVICE NETWORK INFRASTRUCTURE PORT FEES. EXAMPLE CREDITS START WHEN THE AVERAGE MTTR REACHES [**].
 
      Requests for credit must be submitted in writing to the account team within [**] of opening a Trouble Ticket. In order for the outage to qualify for an SLA credit the request must contain the following information:
  ï   The date the outage occurred.
 
  ï   The time the outage began and ended.
 
  ï   The Site(s) and Circuit ID(s) for each impacted.
         
Credit as a % of Internet Dedicated Access Service and Managed Service MRC
(based upon Network Outage to Repair Time)
From   To    
Hours:Min:Sec   Hours:Min:Sec   Credit Percentage
[**]
  [**]   [**]
[**]
  [**]   [**]
[**]
  [**]
  c.   Network Latency SLA
  i.   Definition. Verizon's U.S. Latency service commitment averages round-trip transmissions of [**] or less between Verizon-designated inter-regional transit backbone routers ("Hub Routers") in the contiguous U.S.

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Contract ID: 545035-01
Verizon Business
Service Agreement
  ii.   Calculation. Network Latency is measured by averaging sample measurements taken during a calendar month between Hub Routers. Network performance statistics relating to U.S. Latency performance statistics are posted at the following location: www.verizonbusiness.com/terms
 
  iii.   Credit Structure and Amount. Verizon's failure to meet any Network Latency service commitment in a calendar month this will result in the Customer's account being automatically credited for that month. The credit will consist of [**].
  d.   Denial of Service
  i.   Definition. Verizon will respond to Denial of Service attacks reported by Customer within [**] of Customer opening a complete trouble ticket with Verizon Customer Support. To open a trouble ticket for Denial of Service, the Customer must call Verizon at 1-800-900-0241 (Option 4) and state: "I am under a Denial of Service Attack." A complete trouble ticket consists of Customer's Name, Account Number, Caller Name, Caller Phone Number, Caller Email Address and Possible Destination IP address/type of Attack. Verizon shall use trouble tickets and other appropriate Verizon records to determine, in its sole judgment, in SLA compliance. Customer must notify Verizon no later than 30 days after the Denial of Service attack(s) occurred.
 
  ii.   Calculation. Verizon characterizes a Denial of Service attack as more than [**]% bandwidth utilization.
 
  iii.   Credit Structure and Amounts. If Verizon fails to meet the denial of Service Responses SLA, the Customer's account will be credited, at the Customer's request, for the [**].
  e.   Network Packet Delivery
  i.   Definition. Verizon's North American Network Packet Delivery SLA is packet delivery of [**]% or greater between Verizon designated Hub Routers in North America. This SLA measurers the unit of data sent across the network.
 
  ii.   Calculation. Packet Delivery is measured by averaging sample measurements taken during a calendar month between Hub Routers. Each month's Network performance statistics relating to the Network Packet Delivery SLAs shall be posted at: www.verizonbusiness.com/terms.
 
  iii.   Credit Structure and Amounts. If Verizon fails to meet the Network Packet Delivery SLA in a calendar month this will result in the Customer's account being automatically credited for that month. The credit will consist of [**].
  f.   Network Jitter
  i.   Definition. Verizon's North American Network jitter performance will not exceed [**] between Verizon designated inter-regional transit backbone network routers Hub routers in the contiguous U.S. Jitter is defined as the variation or difference in the end-to-end delay between received packets of an IP or packet stream. Jitter is usually caused by imperfections in hardware or software optimization and varying traffic conditions and loading Excessive delay variation in packet streams usually results in additional packet loss, which impacts quality.
 
  ii.   Calculation. Jitter shall be measured by averaging sample measurements taken during a calendar month between Hub Routers. Each month's Network performance statistics relating to the Network Jitter SLAs shall be posted at www.verizonbusiness.com/terms.

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Contract ID: 545035-01
Verizon Business
Service Agreement
  iii.   Credit Structure and Amounts. If Verizon fails to meet the Network Jitter commitment in a calendar month this will result in the Customer's account being automatically credited for that month. The credit will consist of [**].
  g.   U.S. Domestic Service Installation SLA
  i.   Definition. Verizon's Service Installation SLA is for Verizon ordered telephone company circuit, activation of an Verizon port, and installation of the managed router to be completed within [**] for T1 services and [**] for T3 services.
 
  ii.   Calculation. The install date shall be counted from the date Verizon has received all of the following from Customer: signed contract (e.g., Service Agreement or Amendment), completed Customer Information Form, and (if requested by Verizon) completed credit application.
 
  iii.   Credit Structure and Amounts. To claim a credit, Customer must request it by calling the Billing Inquiry/Trouble telephone number on its invoice. At the time of this call, Customer must provide the company name, account number, circuit ID, Service, contact name and number, email address, SLA install date, and the actual install date in order to process the request. If Verizon determines in its reasonable commercial judgment that there is a Circuit Install SLA non-compliance, at Customer's request, Customer's invoice will be credited an amount equal to [**]% of Verizon's billed install charge, to include any applicable Internet Port/service install charges and Verizon ordered and billed access install charges for the service for which the SLA is not compliant.
  h.   Proative Outage Notification SLA
  i.   Definition. Verizon provides two types of reporting commitments.
  1.   Network Outage Notification: Network provides Customer notification within [**] after it is determined that service is unavailable. Unavailability is triggered by the receipt of a network alarm form Verizon's Network Management System; this is the device by which Verizon identifies that a network outage has occurred. Verizon's standard procedure is to ping Customer's router every [**]. If the router does not respond after [**] ping cycles, Verizon will deem the service unavailable and the Customer's point of contact will be notified by e-mail or pager, as elected by Verizon.
 
  2.   Scheduled Maintenance Notification: provides customer notification on any maintenance at the UUNET hub to which Customer's circuit is connected (a) of which Customer is notified [**] in advance, and (b) that is performed during a standard maintenance window. The standard maintenance window is Tuesdays and Thursdays from 3 AM to 6 AM local time of the UUNET hub to which the circuit is connected. Notice of Scheduled Maintenance will be provided to Customer's designated point of contact by e-mail or pager, as elected by Verizon.
      Proactive Outage Notifications are only available for service provided entirely in the contiguous U.S. Customer is solely responsible for providing Verizon accurate and current contact information for their designated points of contact.
 
  ii.   Calculation

Page 69 of 121


 
Contract ID: 545035-01
Verizon Business
Service Agreement
  ï   Network Outage Notification: Within [**] after it is determined that service is unavailable.
 
  ï   Scheduled Maintenance Notification: Provides customer notification [**] in advance.
  iii.   Credit Structure and Amounts. If Verizon fails to meet the Proactive Outage Notification SLA, at Customer's request, the account shall be credited the [**].
 
      In order to receive a credit on the Proactive Outage Notification SLA, the customer must request the Service Level Agreement credit in writing from the Account Team within [**] of the service outage. The written documentation must contain the following:
  1.   The date the site and circuit outage occurred
 
  2.   The time the site and circuit outage began and ended
 
  3.   The site(s) and circuit ID(s) for each that did not receive notification within the Proactive Outage Notification SLA time frame.
  4.   Credit Application Process
  a.   SLA for Managed Interned Dedicated Access. Customer can request to have compliance checked for all of the standard SLA commitments when requesting credits in any given month. Verizon's calculations will be used to determine if an SLA has been missed and a credit is due to a customer. Verizon will credit the customer's account within [**] following Verizon's confirmation of non-compliance with the SLA.
 
  b.   Process for Customers to Apply for SLA Credits. The customer completes two steps in order to have an outage qualify for a Service Level Agreement credit. First, a trouble ticket needs to be opened in response to service issues. The second step is to request the credit in writing from the account team contact.
  i.   Opening a Trouble Ticket. A Trouble Ticket is required to record the event of a Network Outage. Routinely Verizon Managed Services Operations will generate a trouble ticket for the Customer. The Customer could also notify the appropriate Verizon Customer Service Center or use its Web-based tool to also initiate a trouble ticket. The number for the assigned Customer Service Center is printed on the customer's invoice. Access to the Web-based tool can be requested at the first use or anytime thereafter by contacting your Account Team.
 
  ii.   Service Level Agreement Credit Time Limitation. The customer has options regarding the service after [**] of non-compliance on the part of Verizon for the Service Level Agreement.
  1.   The customer may elect to continue the service for the site inclusive of the credit provided, however, a customer is limited to [**] of credits for any individual SLA within a 12-month period.
 
  2.   The customer may elect to discontinue service without liability except for charges incurred prior to discontinuation of the service. In order to cancel service, the customer must submit a written disconnect notice to their Verizon Account Team within [**] following the end of either the third or subsequent consecutive month of Verizon's failure to meet the SLA.
 
      Verizon has the right to terminate its performance obligations under this MSIDA-SLA at any time after the third consecutive month of non-compliance for any individual SLA.

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Contract ID: 545035-01
Verizon Business
Service Agreement
  5.   Exclusions
  a.   General Exclusions. The following exclusions apply to all Service Level Agreements contained in this document:
  i.   Any act or omission on the part of the Customer, its contractors or vendors, or any other entity over which the Customer exercises control or has the right to exercise control;
 
  ii.   Labor strikes;
 
  iii.   Natural disasters;
 
  iv.   Scheduled maintenance on the part of the Customer, customer contractors or customer vendors;
 
  v.   Scheduled maintenance on the part of Verizon which are within Verizon's maintenance windows;
 
  vi.   Lapses of service associated with new installations (e.g. before new service acceptance by Customer);
 
  vii.   Lapses of service that are not associated with Verizon provided service;
 
  viii.   Force majeure events beyond the reasonable control of Verizon (including, but not limited to, acts of God, government regulation, acts of domestic and/or international terrorism, and national emergency).
  b.   Availability Exclusions
  i.   Availability measurements do not include periods of Network Outage resulting in whole or in part from one or more of the following causes:
  1.   Periods of service degradation, such as slow data transmission.
 
  2.   "Customer Time," the time identified on the trouble ticket (if any) attributable to or caused by, through no fault of Verizon, the following:
 
  3.   Incorrect or incomplete callout information provided by Customer which prevents Verizon from completing the trouble diagnosis and service restoration;
 
  4.   Verizon being denied access to network components at the Customer location when access is required to complete trouble shooting, repair, diagnosis, or acceptance testing;
 
  5.   The CPE Maintenance Provider must have access to the CPE to restore and fix;
 
  6.   Customer's failure or refusal to release the circuit for testing;
 
  7.   Verizon calling Customer to close a trouble ticket, but Customer being unavailable, or Verizon being unable to verify service restoration with a Customer;
 
  8.   Any other act or omission on the part of Customer, or
  ii.   Schedule Maintenance
 
  iii.   Force Majeure events beyond Verizon's reasonable control, including but not limited to Acts of God, government regulation, labor strikes natural disaster, and national emergency.
 
  iv.   Interruptions not reported by Customer, or for which no trouble ticket was opened.
 
  v.   Trouble tickets associated with new installations (before Customer accepts a new service) or opened for circuit monitoring purposes only.
 
  vi.   All routers not under 24x7 Maintenance through Verizon or another vendor.
 
  vii.   Unavailability continuing for [**] or less which Customer fails to report to Verizon within [**] from the date the SLA was not met, or any unavailability resulting from:
  ï   Verizon Network maintenance;
 
  ï   any Customer-ordered telephone company circuits;

Page 71 of 121


 
Contract ID: 545035-01
Verizon Business
Service Agreement
  ï   Customer's applications, equipment, or facilities;
  viii.   Mean Time to Repair Exclusions. The MTTR guarantee only applies to those service issues for which Customer or Verizon opens an Verizon trouble ticket and for Customer subsequently allows necessary access to Customer premises and provides circuit release for testing. MTTR measurements will exclude the following:
  1.   "Customer Time," the time identified on the trouble ticket (if any) attributable to or caused by, through no fault of Verizon, the following:
1.   Incorrect or incomplete callout information provided by Customer which prevents Verizon from completing the trouble diagnosis and service restoration;
 
  2.   Verizon being denied access to network components at the Customer location when access is required to complete trouble shooting, repair, diagnosis, or acceptance testing;
 
  3.   Customer's failure or refusal to release the circuit for testing;
 
  4.   Verizon calling Customer to close a trouble ticket, but Customer being unavailable, or Verizon being unable to verify service restoration with a Customer;
 
  5.   Any other act or omission on the part of Customer, or
  2.   Scheduled maintenance.
 
  3.   Force Majeure events beyond Verizon's reasonable control, including but not limited to Acts of God, government regulation, labor strikes, natural disasters, and national emergency.
 
  4.   Trouble tickets associated with any act or omission of any third party other than the local access provider.
 
  5.   Interruptions not reported by Customer, or for which no trouble ticket was opened.
 
  6.   Trouble tickets associated with new installations (before Customer accepts a new service) or opened for circuit monitoring purposes only.
 
  7.   Trouble tickets associated with any router hardware failure for customer sites located outside of a [**] mile (U.S. sites only) radius of an authorized Verizon service center. For sites outside of a [**] mile radius, Verizon's objective will be no respond to the site within [**] of trouble ticket initiation. Verizon does not guarantee that this [**] objective will be met.
 
  8.   All routers not under 24x7 Maintenance through Verizon or another vendor.
  ix.   Network Latency Exclusions. In addition to the above, Network Latency SLA measurements do not include Force Majeure events beyond Verizon's reasonable control, including but not limited to Acts of God, government regulation, labor strikes, natural disasters, and national emergency.
 
  x.   Network Packet Delivery Exclusions. In addition to the above, Network Packet Delivery SLA measurements do not include Force Majeure events beyond Verizon's reasonable control, including but not

Page 72 of 121


 
Contract ID: 545035-01
Verizon Business
Service Agreement
      limited to Acts of God, government regulation, labor strikes, natural disasters, and national emergency.
  xi.   Network Jitter Exclusions. In addition to the above, Network Jitter SLA measurements do not include Force Majeure event beyond Verizon's reasonable control, including but not limited to Acts of God, government regulation, labor strikes, natural disasters, and national emergency.
 
  xii.   Service Installation Exclusions. Service Installation measurements do not include the following:
  1.   Any promotional offerings on any installation fees;
 
  2.   A Customer-ordered installation date that is within the Service Installation Period;
 
  3.   Unavailability of Customer's premises, equipment, or facilities required to install the service;
 
  4.   Installations outside of the forty-eight (48) contiguous U.S. states;
 
  5.   Delays due to causes beyond Verizon's control;
 
  6.   Delays resulting from an order suspension due to credit issues involving the customer or customer not passing Verizon's credit check;
 
  7.   Delays resulting from inaccurate or incorrect order information from Customer;
 
  8.   Customer-ordered telephone company circuits.
 
  9.   Any act or omission on the part of the Customer, its contracts or vendors, or any other entity over which the Customer exercises control or has the right to exercise control;
 
  10.   Force Majeure events beyond Verizon's reasonable control, including but not limited to Acts of God, government regulation, labor strikes, natural disasters, and national emergency.
  xiii.   Proactive Outage Notification SLA Exclusions. Customer notification calculations will not include the following:
  1.   "Customer Time," the time identified on the trouble ticket (if any) attributable to or caused by, through no fault of Verizon, the following:
  1.   Incorrect or incomplete point of contact information provided by Customer which prevents Verizon from completing the trouble diagnosis and service restoration
 
  2.   Verizon calling Customer to close a trouble ticket, but Customer being unavailable, or Verizon being unable to verify service restoration with a Customer
  2.   Scheduled maintenance.
 
  3.   Force Majeure events beyond Verizon's reasonable control, including but not limited to Acts of God, government regulation, labor strikes, natural disaster, and national emergency.
 
  4.   Interruptions not reported by Customer, or for which no trouble ticket was opened.
 
  5.   Trouble tickets associated with new installations (before Customer accepts a new service) or opened for circuit monitoring purposes only.
 
  6.   Periods of service degradation, such as slow data transmission.

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Contract ID: 545035-01
Verizon Business
Service Agreement
  7.   Catastrophic or Major events such as fiber cuts or network switch outages that effect multiple Customers.
 
  8.   Customer point of contact unavailable to receive notification.
 
  9.   Customer point of contact information (e-mail, pager) incorrect or not operable.

Page 74 of 121


 
Contract ID: 545035-01
Verizon Business
Service Agreement
Customer Premises Equipment
CUSTOMER PREMISES EQUIPMENT
  A.   General. The provisions of the Guide relating to Customer Premises Equipment or "CPE" (the "CPE Terms") will apply to any Customer order to Verizon for one or more of the following CPE services, in the U.S. Mainland only, during the term of the Agreement of which this service attachment is a part: (i) purchase; (ii) purchase, installation and maintenance subject to third-party lease; (iii) monthly rental, (iv) term rental, (v) installation service, (vi) maintenance service, and (vii) maintenance takeover service. Order need not be signed but Verizon will send Customer a written confirmation (including email) before processing the order. Certain current Guide terms regarding CPE are described in part below (without limitation).
 
  B.   Pricing and Payment. Customer will pay the rate stated on Verizon's documentation of an order for installation; purchase; and the purchase and installation elements of purchase, installation and maintenance subject to third-party lease; provided that the rate is current ó i.e., was first quoted within [**] of the order's submission. For other CPE Services, Customer also will pay the rate stated on Verizon's order documentation, subject to the following. After expiration of any service term commitment by Customer for a particular unit of Equipment, Verizon may change the rates and will provide [**] notice any increase. Any charges for such CPE do not contribute to the AVC or any other minimum purchase requirement.
 
  C.   Title and Risk of Loss. Title to each item of equipment under purchase or purchase, installation and maintenance subject to third-party lease, passes to Customer upon Verizon's receipt of full payment for that item of equipment. Customer bears the risk of loss or damage to rental CPE after installation and while such equipment is located at an installation site and shall pay Verizon the reasonable and customary costs of repair or replacement if loss or damage occurs.
 
  D.   Maintenance. Verizon has the exclusive right maintain CPE subject to maintenance under this Agreement. Customer acknowledges that it is Customer's responsibility to replace (or support) CPE when it is no longer supported by the CPE manufacturer ("Unsupported CPE"). Maintenance service for Unsupported CPE is limited to the level of service Verizon can provide using commercially reasonable efforts:
 
  E.   Customer Responsibilities. Customer hereby authorizes Verizon or its assignee to endorse Customer's name upon any uniform Commercial code filings reasonably necessary to protect the interests of Verizon, its contractors or assignees, if any, in the CPE. Verizon and its contractors are not responsible or liable for Customer's failure to provide backup power, or to adequately duplicate or document files or for data or files lost during the course of performance of maintenance services. Customer will provide a physical and electrical environment for the CPE that meets Verizon specifications and provide Verizon full access to the CPE. Customer shall not move or remove any item of CPE maintained under the CPE Terms without Verizon's prior written consent. For rental CPE, Customer shall provide insurance meeting Verizon's requirements. Customer shall not do anything inconsistent with Verizon's or its assignee's interest in the CPE.
 
  F.   Warranties, Limitations of Liability and Force Majeure. Customer shall defend, indemnify and hold harmless Verizon, its affiliates and their respective employees, officers agents or contractors against any damages and expenses, including reasonable attorneys' fees, incurred by any of them (including expenses and costs incurred by Verizon in enforcing the CPE Terms) arising out of Customer's or its employees', contractors' or agents' acts, omissions or breaches of any obligations hereunder, or its use of the CPE or maintenance services in a manner not intended under the CPE Terms. Verizon warrants that any cables and connectors between the CPE and any other equipment on Customer's premises that are provided by Verizon will be in good working order for a period of [**] after installation unless the failure of such cables and connectors is caused by Customer's misuse or abuse. Verizon warrants that maintenance service will be performed in a good and workmanlike manner. Customer's sole remedy for a breach of that warranty is for Verizon to reperform the defective work. Except as specifically set forth in the

Page 75 of 121


 
Contract ID: 545035-01
Verizon Business
Service Agreement
      CPE Terms, all CPE provided by Verizon is provided "as is" without warranties of any kind. Verizon makes no warranties, express or implied, as to any CPE equipment or related product/service or documentation. Verizon specifically disclaims any and all implied warranties, including without limitation, any implied warranties of merchantability, fitness for a particular purpose or noninfringement of third-party rights. Notwithstanding the foregoing, the end user warranties and sublicenses, if any, of the equipment manufacturer pass through Verizon and inure to the benefit of Customer. Neither party is responsible for a failure to perform resulting from Force Majeure but no Force Majeure relieves Customer of its obligation to make payments for involved amounts. In no event will Verizon be obliged to provide credits for service interruptions to Verizon communication services provided to Customer as a result of any act or failure to act under this Agreement.
 
  G.   Term, Termination and Early Termination Charge.
  1.   If either party materially or repeatedly defaults in the performance of any of its obligations under the aspects of this Agreement that apply to CPE and does not substantially cure that default within 10 days of being given notice of it, then the other party may terminate the aspects of this Agreement that apply to CPE (without affecting the remainder of the Agreement), as of a date specified in its notice of termination.
 
  2.   Upon termination, Verizon has the right to exercise one or more of the following remedies, in addition to any other remedies Verizon may exercise, in law or equity: (1) recover from Customer all amounts due and unpaid, and (2) repossesses any CPE for which title has not passed to Customer. Upon termination, Customer must remove Customer-owned CPE. Customer must return or dispose of rented CPE in accordance with Verizon's requirements within 5 business days after the expiration or termination of the CPE Terms (as a whole or with respect to a particular item of Equipment), or the actual termination of service under the CPE Terms if Customer and Verizon have agreed to it occurring before the 30 day notice period has expired, whichever is sooner. Customer is liable for any loss or damage to CPE resulting from theft, disappearance, fire or any other cause. For each item of CPE not returned, for any reason, within the 5 day period, Customer will be deemed to have purchased such CPE and shall pay Verizon the replacement cost, plus any additional costs incurred by Verizon in replacing the CPE.
 
  3.   If Customer terminates a unit of CPE service before the end of a service term commitment, Customer will pay, without limitation (a) an amount equal to the monthly recurring charges for the terminated unit of service for each month remaining in the service term commitment, and (ii) any credits received by Customer with respect to that unit.
  H.   Export and Legal Compliance. Customer acknowledges that certain equipment, software and technical data which may be provided under this Agreement may be subject to export and re-export controls under the U.S. Export Administration Regulations and/or similar regulations of the U.S. or any other country. Customer shall not export or re-export any such equipment, software, technical data or any direct product thereof in violation of any such laws. Customer shall comply with all laws and regulations, including but not limited to import and custom laws and regulations.
IT Solutions
     DATA CENTER COLOCATION SERVICES (US ONLY)
  I.   Rates and Charges. Customer will pay the monthly recurring charges ("MRC"), which except for Premium Data Center Colocation Power Options, are fixed for the Term of this Agreement, and the non-recurring charges ("NRC") for Data Center Services set forth below, based on the options selected. Verizon may adjust the MRCs Power Options for Premium Data Center Customers on a once per calendar year basis. The then current power rates will be posted to the Guide or customers will be notified by invoice message, billing insert, email, or mail [**] prior to rates being effective. MRCs for Power Options are not discountable. MRCs will begin accruing on the Service Activation Date applicable to each Service, unless Customer has not provided Verizon with all information reasonably requested by Verizon for the

Page 76 of 121


 
Contract ID: 545035-01
Verizon Business
Service Agreement
      provisioning of Services. If Customer fails to provide Verizon with such information, MRCs will begin accruing on the [**] following the date of Customer's execution of the Agreement or Customer's placement of an order for Data Center Services, as applicable. Notwithstanding anything to the contrary in the Agreement, Verizon will not waive, and Customer will pay, any standard installation and any other NRCs for Data Center Colocation services. Install fees for contract renewals are not applicable unless there is a change in configuration.
  A.   Data Center Colocation Service ó Standard.
  1.   Equipment Space Options.
         
Equipment Space   Install Fee   MRC
[**]
  [**]   [**]
  2.   Power Options. AC Power is not protected by a UPS.
  a.   Standard Power. (one per Cabinet ordered)
         
Cabinet Space   Install Fee   MRC
[**]
  [**]   [**]
[**]
  [**]   [**]
  b.   Power Upgrades. Ordered in lieu of Standard Power Option for each Cabinet ordered.
         
AC Power   Install Fee   MRC
[**]
  [**]   [**]
[**]
  [**]   [**]
[**]
  [**]   [**]
[**]
  [**]   [**]
[**]
  [**]   [**]
[**]
  [**]   [**]
[**]
  [**]   [**]
[**]
  [**]   [**]
  c.   Power Options. Supplemental Power to standard Power Options or to Power Upgrades.
         
AC Power   Install Fee   MRC
[**]
  [**]   [**]
[**]
  [**]   [**]
[**]
  [**]   [**]
[**]
  [**]   [**]
[**]
  [**]   [**]
[**]
  [**]   [**]
[**]
  [**]   [**]
[**]
  [**]   [**]
[**]
  [**]   [**]
[**]
  [**]   [**]
  3.   Cross Connects.

Page 77 of 121


 
Contract ID: 545035-01
Verizon Business
Service Agreement
     
Cross-Connect Cable Type   MRC
[**]
  [**]
[**]
  [**]
[**]
  [**]
  4.   UPS Units. Verizon provides no maintenance for the UPS units or optional hardware listed below. A rack-mounting kit is included with all UPS units listed below.
     
UPS Units (with rack mountable kit)   NRC
[**]
  [**]
[**]
  [**]
[**]
  [**]
[**]
  [**]
[**]
[**]
  [**]
  5.   On-site Technical Support. On-site Technical Support ("Hands-and-Eyes Support") is available to Customers with the first [**] per month provided [**]. After the first [**] per month, Customer will pay $[**] per hour for Hands-and-Eyes Support, in [**] increments.
      Note: If Customer is ordering additional Verizon Services that are to be associated with Verizon's Data Center Colcation, such services are via a separate service attachment.
  B.   Data Center Colocation Service ó Advanced.
  1.   Equipment Space Options.
                 
    Non-Caged Space(open Data      
    Center floor)   Caged Space
Equipment Space Options   Install Fee   MRC   Install Fee   MRC
[**]
  [**]   [**]   [**]   [**]
[**]
  [**]   [**]   [**]   [**]
[**]
  [**]   [**]   [**]   [**]
[**]
  [**]   [**]   [**]   [**]
[**]
  [**]   [**]   [**]   [**]
 
*   A Caged Cabinet/Rack install fees are determined on an individual case basis ("ICB").
  2.   Power Options. AC Power is not protected by a UPS.
  a.   Standard Power. (one per Cabinet ordered).
         
Equipment Spacee   Install Fee   MRC
[**]
  [**]   [**]
[**]
  [**]   [**]
  b.   Power Upgrades. Power upgrades are in lieu of standard power for each cabinet ordered.

Page 78 of 121


 
Contract ID: 545035-01
Verizon Business
Service Agreement
         
AC Power   Install Fee   MRC
[**]
  [**]   [**]
[**]
  [**]   [**]
[**]
  [**]   [**]
[**]
  [**]   [**]
[**]
  [**]   [**]
[**]
  [**]   [**]
[**]
  [**]   [**]
[**]
  [**]   [**]
  c.   Power Options. Supplemental Power to standard Power Options or to Power Upgrades.
         
AC Power   Install Fee   MRC
[**]
  [**]   [**]
[**]
  [**]   [**]
[**]
  [**]   [**]
[**]
  [**]   [**]
[**]
  [**]   [**]
[**]
  [**]   [**]
[**]
  [**]   [**]
[**]
  [**]   [**]
[**]
  [**]   [**]
[**]
  [**]   [**]
  3.   Cross Connects.
     
Cross-Connect Cable Type   MRC
[**]
  [**]
[**]
  [**]
[**]
  [**]
  4.   UPS Units. Verizon provides no maintenance for the UPS units or optional hardware listed below. A rack-mounting kit is included with all UPS units listed below.
     
UPS Units (with rack mountable kit)   NRC
[**]
  [**]
[**]
  [**]
[**]
  [**]
[**]
  [**]
 
[**]
  [**]
[**]
  [**]
  5.   Additional On-site Technical Support ("Hands and Eyes Support"). First [**] per month of Hands-and-Eyes Support are provided [**]. Thereafter, Hands-and-Eyes Support is billed at $[**] per hour, in [**] increments.
  C.   Data Center Colocation Service óPremium.
  1.   Equipment Space Options.

Page 79 of 121


 
Contract ID: 545035-01
Verizon Business
Service Agreement
                 
    Non-Caged Space(open Data      
    Center floor)   Caged Space
Equipment Space Options   Install Fee   MRC   Install Fee   MRC
[**]
  [**]   [**]   [**]   [**]
[**]
  [**]   [**]   [**]   [**]
[**]
  [**]   [**]   [**]   [**]
[**]
  [**]   [**]   [**]   [**]
[**]
  [**]   [**]   [**]   [**]
 
*   A Caged Cabinet/Rack may be subject to an individual case basis ("ICB") install fee.
  2.   Power Options.
                                 
    MRC by Data Center
  Install   Ashburn   Atlanta   Billerica   Careret   Denver   Elmsford   Houston
Power Component   Fee   (IAD)   (ATL)   (BOS)   (EWR)   (DEN)   (NYC)   (HOU)
AC Power ó Redundant
[**]
  [**]   [**]   [**]   [**]   [**]   [**]   [**]   [**]
 
*   Verizon pre-approval must be obtained before ordering DC Power in the Atlanta or Elmsford data centers.
     A total of 1 page has been omitted and filed separately with the Securities and Exchange Commission. [**].
  3.   Additional On-Site Technical Support ("Hands and Eyes Support"). First [**] per month of Hands-and-Eyes Support are provided [**]. Thereafter, Hands-and-Eyes Support is billed at $[**] per hour, in [**] increments.
  4.   Data Center Colocation ó Additional Options
  a.   Cabinet Cabling. Cabinet cabeling enables inter-connections between multiple cabinets of the same customer and also may be used to establish connectivity between different customers if both parties agree.
     
Cable Type   Install Fee
[**]
  [**]
  b.   Cross Connects.
     
Cable Type   MRC
[**]
  [**]
[**]
  [**]
[**]
  [**]
[**]
  [**]