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HomeMy WebLinkAboutLightpath - Sevice Upgrade Loge Service Agreement Date. 4/22/2016 Customer Information Customer Status Existing Customer CustomerName- TOWN OF SOUTHOLD Billing Address- PO BOX 1179 SOUTHOLD NY 11971 Sheet Address Suite City State Zip Code Billing Contact: Lloyd Reisenberg Phone (631)765-1891 Email Lloyd reisenberg a,town southold ny us Order Contact Lloyd Reisenberg Phone (631)765-1891 Email Iloyd reisenbergPtown Southold ny us Lightpath Contact. James Davem Phone 516-315-0883 Email Idavem(D,golightpath com Lightpath Services The above Customer agrees to the ordering of the following Lightpath Services- Order Type:Renewal-Service Upgrade Account#:49665 Service Location Type-LIT Service Location Type• `A'Location 41405 Highway 25,Peconic,NY 11958 `Z'Location. Demarc- Demarc Individual Monthly Total Monthly Recurrinz Charive Ouanti6, Recurring Charge Non Recurring Charge 1 Enterprise Voice 25 OOOMOU $400 00 1 $400.00 $000 Order Type Renewal-Service Upgrade Account#:49665 Service Location Type:LIT Service Location Type• `A'Location• 41405 Highway 25,Peconic,NY 11958 `Z'Location: Demarc: Demarc: Individual Monthly Total Monthly Recurring Charge Quantio, Recurring Charge rNon Recarr ,Char e 2 E-LAN I OOOMb $1 000 00 1 S1,00000 $0 00 Order Type-ADD Account#:49665 Service Location Type:LIT Service Location Type: `A'Location: 41405 Highway 25,Peconic,NY 11958 `Z'Location: Demarc. Demarc: Individual Monthly Total Monthly Recurring Charge Quantity Recurring Charge Non Recarrin Char e 3 Audio Conference PAYGMOU $000 1 $000 $0 00 Order Type.Renewal-Service Upgrade Account#:49665 Service Location Type-LIT Service Location Type: `A'Location 53095 MAIN ST,SOUTHOLD,NY 11971 `Z'Location: Demarc. Demarc: Indwidual Alonthly Total itontd)' Recurring Charge Quantty Recnrnn Char a Non Recurrin Char e 4 E-LAN I OOOMb $1,00000 1 $1,000,00 $0 00 Order Type:Renewal-Service Upgrade Account#:49665 Service Location Type:LIT Service Location Type• `A'Location:54375 Route 25,Southold,NY 11971 `Z'Location: Demarc: Demarc: Indmilual Alanthly Total Afonthly Recurnng Charge Quantay Recurring Charge Nan Recum: Char e 5 E-LAN 1000Mb $1,00000 1 $1,000.00 $0 00 Order Type.Renewal-Service Upgrade Account#.49665 Service Location Type:LIT Service Location Type. `A'Location: 41405 Highway 25,Peconic,NY 11958 `Z'Location. Demarc, Demarc- Individual Alontdy Total Alonddy Recurring Char c Ouandoy Recurrinji Charge Non Recurring Charge 6 Internet Voice Bundle 10 OOOMOU 100Mb $1,31500 1 $1,31500 $000 Order Type-Renewal-Service Upgrade Account#.49665 Confidential&Proprietary Page 1 of 8 Service Location Type:LIT Service Location Type: 'A'Location-53095 MAIN ST,SOUTHOLD,NY 11971 I `Z'Location: Demarc Demarc: Indrvrdual Monody Total Monthly Recurring Char anano l Recurring Charge Non RecurringCharge 7 Internet Voice Bundle 10 OOOMOU IOOMb $1,315.00 1 $1,3 15.00 $0 00 Order Type:Renewal-Service Upgrade Account# 49665 Service Location Type.LIT Service Location Type: `A'Location:54375 Route 25,Southold,NY 11971 `Z'Location. Demarc- Demarc: IndividualMonthly Total Monody Recurring Charge ortalat Recunin Charge TNon Recumn Clar e 8 Internet Voice Bundle 10 OOOMOU I OOMb $1,315.00 1 $1,31500 $0 00 Service Term. 3 ears For Internal Use Only Total Monthly Recurring Charge- $7,345001 Addendum❑D Total Installation Charge $0.00 Remarks f; Terms and'Conditions The parties acknowledge and agree to be bound by the Teams and Conditions and any applicable Addenda attached hereto and/or as set forth at www GoLighrymath com Cablevision Lightpath,Inc.("Lightpath),with offices at 200 Jericho Quadrangle,Jericho,NY 11753,executes this Agreement on its behalf and on behalf of its subsidiaries,Cablevision Lightpath CT LLC,for Services purchased in CT and Cablevision Lightpath NJ LLC,for Services purchased m NJ Customers purchasing Hosted Voice Service will be bound by the Hosted Terms and Conditions attached hereto Customer will be responsible for the rates listed on the Service Agreement form and all applicable local,state and federal taxes,charges and assessments along with any other applicable charges. Agreed by: Customer Cablevision Lightpath,Inc. Authorized Signature Authorized Signature Prat Name. SC®1— An- RU—'::;S el-L- Print Name: Title Title Date q '�)b �7— Date Email. 3C©rT_T,RA;_SrC k / _ l�/OIal l .s()��r1D�ct1_ Phone Confidential&Proprietary Page 2 of 8 Service Agreement Terms and Conditions Lightpath Service: All services ("Service(s)") ordered by Customer from Lightpath shall be subject to Lightpath's acceptance of this Service Agreement and any applicable Addenda("Agreement")listing the Service and fees associated with the requested Service.Product information may be viewed at www.GoLightpath.coni. Service is subject to availability, credit approval, and the following terms and conditions, including those documents identified below and incorporated by reference. 1. Term: The initial service term ("Initial Service Term") shall be the period of time listed in this Agreement. Upon expiration of the Initial Service Term,or any renewal term,and upon no less than sixty(60)days prior written notice from Lightpath,as applicable,this Agreement shall automatically renew for successive terms equal in length to the Initial Service Term. Either party may give notice of its intent not to renew the then current term in writing no less than thirty(30)days prior to the end of the applicable term. 2. Commencement of Billing/Start of Service Date: Billing and the Initial Service Term begin on the day Service becomes available for use ("Start of Service Date").Service is considered to be available for use when connectivity is established to the Lightpath demarcation point and tested in accordance with the applicable technical specification for the Service. 3. Termination of Service/Circuit Termination of individual circuits or Services and all associated billing provided for under this Agreement shall be effective thirty (30) days after written notification of termination is received by Lightpath.In the event of early termination (i.e. termination of a circuit/Service prior to the expiration of a fixed term for such Service),Customer shall be liable for early termination fees in accordance with the terms of this Agreement. 4. Payment Terms: Customer will be responsible for the rates listed in this Agreement and all applicable local,state and federal taxes,charges, assessments and other applicable charges.Payment for Services is due within thirty(30)days of the invoice date.Customer shall be subject to a finance charge of 1.5%per month on balances over sixty(60)days past due. Invoices may be viewed and managed by accessing Lightpath's web portal"Customer Care Online"at www.GoLightpath com 5. New Build: A"New Build"is a site to which Service originates or terminates and to which Lightpath must build or construct new facilities or equipment in order to provide Service. New Build installation shall be subject to, including but not limited to, completion of site survey, municipal permits and right-of-way pole licensing,landlord consent,facility/property access,and conditions outside of Lightpath's control. 6. Early Termination/Cancellation—New Build: If Customer cancels any Service prior to the Start of Service Date,Customer shall reimburse Lightpath for all reasonable direct costs incurred by Lightpath prior to Customer cancellation of such Service. If Customer terminates any Service after the Start of Service Date,Customer shall pay an early termination fee equal to a percentage of the total monthly recurring charges times the number of months remaining in the applicable term as follows: (a) 100% if Customer terminates during the first year; (b) 75% if Customer terminates during the second year,and(c)50%if Customer terminates after the second year 7. Early Termination/Cancellation—Non-New Build("LIT"): If Customer cancels any Service prior to the Start of Service Date,Customer shall reimburse Lightpath for installation fees, whether waived or not. If Customer terminates any Service after the Start of Service Date, Customer shall pay an early termination fee equal to a percentage of the total monthly recurring charges times the number of months remaining in the applicable term as follows.(a)100%if Customer terminates during the first year;and(b)50%if Customer terminates after the first year. 8 Customer Not Ready/Service Delivery Delay: In the event Customer is not ready("CNR")for Lightpath to deliver Service and/or complete installation to the Lightpath demarcation point on the projected installation date, Customer must reschedule and accept delivery of Service within ten(10)business days from the projected installation date.If Customer does not allow Lightpath to complete installation within ten(10) business days from such projected installation date,Lightpath will invoice Customer a CNR fee equivalent to the monthly recurring charges for the Service under this Agreement. 9. Type II Service: Service provided by a third party("Type II") is priced on an individual case basis. Type II Service will terminate at the minimum point of entry("MPOE")demarcation at a serving facility/location. Any required extension of the MPOE demarcation is subject to time and material charges determined on an individual case basis by Lightpath. Customer will be responsible for any additional fees imposed by the Type II Service provider for delivery of Type II Service including,but not limited to,cross connect fees and building access fees. 10. Audio and Web Conference Service: Audio and Web Conference Service purchased pursuant to this Agreement is subject to Lightpath Audio and Web Conference Service Attachment Additional Terms and Conditions attached hereto,as applicable. 11. Managed Backup Service: Managed Backup Service purchased pursuant to this Agreement is subject to Lightpath Managed Backup Service Attachment Additional Terms and Conditions attached hereto,as applicable. 12. Managed WiFi Service: Managed WiFi Service purchased pursuant to this Agreement is subject to Lightpath Managed WiFi Service Attachment Additional Terms and Conditions attached hereto,as applicable. 13. Internet Burstable Feature: Billing for Internet Service Burstable Feature option purchased pursuant to this Agreement is assessed using the 95/5%calculation rule. 14. Service Level Agreement: The Service Level Agreement("SLA")at www.GoLightpath.com/terms sets forth Customer's sole remedy for any claim relating to the Service including any failure to meet any guarantee set forth in the SLA. For customers purchasing Low Latency OTS product or Private Fiber Service,please see Exhibit A for the applicable SLA. 15. Acceptable Use Policy: Use of Internet Service must comply with the most current version of Lightpath's Acceptable Use Policy at Confidential&Proprietary Page 3 of 8 www.GoLightpath.com/terms. Lightpath reserves the right to suspend Service or terminate this Agreement for a violation of the Acceptable Use Policy. 16. Privacy Practices: Lightpath's Privacy Policy at www.GoLightpath.com/terms along with Security Procedures sets forth Lightpath's commitment to respecting and protecting the privacy of its customers. 17. Additional Terms and Conditions: Services purchased pursuant to this Agreement, including but not limited to Internet Service, IP Trunking,Remote E-Link,and any other service not currently offered by Lightpath under the state tariffs filed by Lightpath(or its affiliates) and/or Lightpath's Regulations and Schedule of Charges are subject to Additional Terns and Conditions for Non-Tariff Services at www.GoLightpath.com/tenns. All other Services purchased pursuant to this Agreement including but not limited to voice service(s) are subject to the state tariffs filed by Lightpath(or its affiliates)and/or Lightpath's Regulations and Schedule of Charges as set forth at www.GoLightpath.coin/terms. 18. Use of Service: Lightpath's Voice Services are intended for the standard business customer and may not be resold,used for illegal purpose, for completion of excessive auto-dialed or short duration calls with predictive dialers, or for any use that could harm or interfere with the ability of Lightpath or others to use Lightpath's Network("Prohibited Use"). Lightpath shall have the right to immediately suspend and/or terminate any or all Services provided hereunder without notice to Customer in the event of any Prohibited Use.Customer will be responsible for all charges incurred as a result of fraud,including toll fraud,abuse or unauthorized use of Service. 19. Service Limitations: Customer acknowledges and agrees that(a)criminals,terrorists,or others may commit or attempt to commit unlawful, disruptive, violent, terrorist and/or warlike acts at times and places, and in manners,that cannot be predicted or prevented, (b) information technology developments, configuration or implementation changes, software modifications (including routine maintenance, patches, enhancements and upgrades),human factors and other circumstances can create new,unknown and unpredictable security exposures;and(c) information technology"hackers"and other third parties continue to develop and employ increasingly sophisticated and powerful techniques and tools which result in ever-growing security risks and potential for causing damage to persons and property.Lightpath does not make any representation or warranty that Customer's or any third party's information technology, software, information, equipment, facilities, or personnel are, or will be, secure or safe from harm or secure or safe from intrusion, disruption, interception, viruses, or other security exposures,or damage to persons or property caused by the preceding and that Customer has a responsibility to actively monitor the functions of its systems and to back up its data regularly.Lightpath does not provide or represent or warrant that Services or products Lightpath provides will ensure Customer's compliance with any particular law,including but not limited to any law relating to security or privacy. Customer is solely responsible for complying with the legal obligations of all data protection legislation,in particular with the legality of transmission of data to Lightpath and the legal requirements for processing of data. 20. Confidentiality: "Confidential Information" consists of all information disclosed, whether written or oral, by one party (the "Disclosing Party") to the other party (the "Receiving Party") in connection with this Agreement which is non-public and which is either marked or otherwise communicated as being "proprietary" or "confidential" or where such information is, by its nature, confidential. Confidential Information includes but is not limited to the Disclosing Party's customers or prospective customers, business plans, pricing, optimization recommendations and network designs. Information that is independently developed by the Receiving Party,is lawfully received by the Receiving Party free of any obligation to keep it confidential, or becomes generally available to the public other than by breach of this Agreement, shall not be Confidential Information. Confidential Information is the property of the Disclosing Party and shall be destroyed or returned to the Disclosing Party upon,request provided that either party may retain Confidential Information to the extent required by applicable rule,regulation or law. The Receiving Party shall: (a)use such Confidential Information only for the purposes of performing this Agreement and using Services; (b)reproduce such Confidential Information only to the extent necessary for such purposes; (c)restrict disclosure of such Confidential Information to employees, agents and subcontractors that have a need to know for such purposes; (d)advise those employees, agents and subcontractors of the obligations of confidentiality under this Agreement; (e)not disclose Confidential Information to any third party without prior written approval of the Disclosing Party except as expressly provided in this Agreement;and(f)use at least the same degree of care(in no event less than reasonable care) as it uses with regard to its own proprietary or confidential information to prevent the disclosure, unauthorized use or publication of Confidential Information. 21. Counterparts: This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original. Such counterparts shall together constitute one and the same document.Signatures executed and transmitted by electronic signature, photocopy, email PDF or facsimile shall be considered authentic and legally binding to the same extent as an original. 22 Entire Agreement: The terms and conditions listed above and those documents identified above constitute the entire agreement between the parties concerning Service and supersede all other representations,understandings or agreements which are not fully expressed herein,whether oral or written. This Agreement is binding as of the date it has been fully executed by all parties.No amendment to this Agreement shall be valid unless in writing and signed by all parties. Confidential&Proprietary Page 4 of 8 Lightpath Audio and Web Conference Service Attachment Additional Terms and Conditions Lightpath offers customers audio and web-based conference services designed to make your meeting experience simple, easy, and cost effective. Lightpath Conference Service is provided by Lightpath under the Terms of the Service Agreement in conjunction with this Attachment and is comprised of Audio Conference and Web Conference Services. SECTION 1.AUDIO CONFERENCE Lightpath offers two billing options for Audio Conference Service:(a)PAY AS YOU GO PLAN,and(b)BUNDLE PLAN(flat rate-minimum one year term required).The pricing schedule below shall be in addition to and/or in alignment with the Audio Conference Service billing option chosen by Customer. Option A: Audio Conference-Pa�As You Go.Plan"-Tiered-The more ' 'use the lower the rate Total Minutes of Use per Month Per Minute Rate Total Minutes of Use per Month 'Per Minute Rate, 1 to 49,999 $0040 250,000 to 499,000 $0030 50,000 to 99,999 $0035 500,000 of 999,999 $0027 100,000 to 249,999 $0033 1,000,000+ $0025 *O tion'B:'Audio Conference--'Bundle Plan-(flat rate) Minutes of Use per Month Monthly Recurring Charge Plan offers Options for Minutes of Use(MOU)from 2K to 1Mtllton Set forth in the Service Agreement for 1,3,or 5 Year Tenn options 'Overage charges apply Ranging from$0 069-$0 023 dependant on size of Plan A8 Rates are specific to local,regional,long distance domestic usage within the the contiguous 48 states only All Audio Conference Service minutes used via desktop and/or telephone are aggregated to make up the total monthly billable minutes.(For customers on the Bundle Plan(flat rate),overage charges apply starting at$0.069/minute.) Additional Pricing: Audio Conference Service moderators have access to non-contiguous US and Caribbean locations as well as more advanced features subject to the additional charges outlined below for both the Pay As You Go Plan and the Bundle Plan. Non-Contiguous US and Caribbean Access (All Other International Rates—Call Your Representative) Alaska&Hayyaii v $0.10 er Minute Canada _$0.06 per Minute Caribbean Countries _ = $0.20 per Minute { ,Anguilla,Antigua&Barbuda',Bahainas,,Barbados;Bermuda,'British.Virgin Islands; - Cayman Islands,Dothinica,Dominican Republic,Grenada,Jamaica,Montserrat; _ C 'Saint Kitts.and Nevis;Saint Lucia,Saint Vincent and,the Grenadines,Turks and Caicos' - United States Territories -$0.10 per Minute— Puerto Rico,U.S.Virgin Islands,Guam,American Samoa,Northern Mariana Islands Advanced Features Operator_Assisted Reservation __$6,Q_Q per Conference, _,-•w_:_,rY __ Additional Recording Storage Add 30 Days of Storage $18.00 per Recording Add 180 Days of Storage $72.00 per Recording Add 360 Days ol"Storagc _ $90.00 per Recording — 1 Recording,Plavback Options - „ Dial-In Minutes counted against trundle Audio File "Audio File—1st Download $30.00 Audio File-2nd Download No Charge C Compact Disc CD Production* `$30.00 per CD. CD Audio Split . $3.00 per.Split 1 - *S%rippiirg&Ifandlirrgfee_saP!?IY. Cort renceTranscription $90.00 per'/Hour Audio Conference Billing Footnotes: Audio Conference. Mminiumi one(1)year term required for the Bundle Plan.The Pay As You Go Plan is offered on a month-to-month term Term of Service will automatically renew for the Bundle Plan,or continue on a month to month term for the Pay As You Go Plan,at the end of the applicable term.Either party may terminate the Service Agreement at the end of a term by providing written notice to the other party at least sixty(60)days prior to the end of the applicable term.Full term liability applies in the event of early termination,as applicable.International rates and surcharges apply on a per minute basis for all calls originating outside the non-contiguous United States and/or international dial-out(rates provided upon request).All calls are rounded to the full minute on a per participant basis and the price of the call is rounded to the nearest whole cent Services not listed herem,including additional feature charges,enhanced services such as moderator set-up,cancellation,rescheduling and no-show fees for operator-assisted calls,are subject to additional charges,which are available upon request or available via the Customer Administrator. Confidential&Proprietary Page 5 of 8 SECTION 2.WEB CONFERENCE Web Conference Service ("Web Conferencing") is provided by Lightpath under the Terms of the Service Agreement in conjunction with this Attachment. License Grant: Lightpath or one of its suppliers grants to Customer a non-exclusive,non-transferable,non-sublicensable revocable right to use Web Conferencing and the software associated with Web Conferencing ("Software") for the limited purpose of conducting or attending meetings and presentations only. Customer may not rent,lease, grant a security interest in, or otherwise transfer any rights in the use of the Service. Customer is prohibited from reselling or acting as a service bureau for any of the Web Conferencing provided. Customer shall not modify,translate or otherwise attempt to derive source code from any part of the Web Conferencing or Software Named Host: As such term in used herein,a"Named Host"is any host who may host an unlimited number of meetings using the Service. As such term is used herein,"Maximum Meeting Participants"means the maximum number of meeting participants that may be in a meeting occurrence at the same time. Each meeting must be hosted by a Named Host and may include no more than the listed maximum number of meeting participants, including the Named Host. Named Host accounts are individualized and may not be shared or used by anyone other than the one employee to whom the Named User account is assigned. The identification of Named Hosts must be unique to an individual and may not be of a generic nature. Customer shall identify those employees assigned to Named Host accounts on the Manage Hosts list(the"List"). The List will be maintained by the Site Administrator,who will update the List so that it is current at all times. Named Hosts may not combine with other Named Hosts or otherwise expand meetings scheduled by a Named Host to allow more than the Maximum Meeting Participants. There may be only one user/employee assigned to a Named Host license. Named Host licenses cannot be shared among multiple individuals and separate Named Host licenses must be purchased for each individual. Customer is at all times responsible for monitoring and maintaining the use of the Named Host licenses within the forgoing parameters,and Customer shall indemnify Lightpath in the event a claim is brought or damages are incurred due to Customer's misuse of the Named Host license.A Named Host designation may not be transferred to another Customer employee except upon(i)termination of the Named Host's employment with Customer,or(11) in all other Instances,Lightpath's express prior written approval. User Content: Customer warrants and represents that it is the owner or licensee of any content that it uploads,records or otherwise transmits through Web Conferencing, including but not limited to photographs, caricatures, illustrations, designs, Icons, articles, text, audio clips, and video clips (collectively,"Customer Content"). Customer will not upload,record or otherwise transmit Customer Content that: (i)Infringes any third party's copyright,patent,trademark,trade secret or other proprietary rights or rights of publicity or privacy;(ii)violates any law,statute,ordinance or regulation(including without limitation the laws and regulations governing export control, unfair competition, anti-discrimination or false advertising); (Iii) is defamatory,trade libelous, unlawfully threatening or unlawfully harassing;(iv)is obscene,harmful to minors or child pornographic;(v)contains any viruses,Trojan horses,worms,or other computer programming routines that are intended to damage,detrimentally Interfere with,surreptitiously intercept or expropriate any system,data or personal information;or(vi)is materially false,misleading or inaccurate. User Conduct: Customer agrees to comply with applicable United States export laws and regulations regarding the transmission of technical data exported from the United States through Web Conferencing. Customer agrees not to:(1)use Web Conferencing in connection with chain letters,.junk mail,or any use of distribution lists to any person who has not given specific permission to be included in such a process(commercial or otherwise); (2)harvest or otherwise collect information about others,Including e-mail addresses,without their consent; (3)use,download or otherwise copy,or provide(whether or not for a fee)to a person or entity that is not a user of Web Conferencing any directory of other users or usage information or any portion thereof other than in the context of Customer's use of Web Conferencing;(4)knowingly interfere with or disrupt networks connected to Web Conferencing or violate the regulations,policies or procedures of such networks;(5)attempt to gain unauthorized access to Web Conferencing,other accounts,computer systems or networks connected to the Service, through password mining or any other means; or(6) use Web Conferencing for illegal purposes(Including without limitation,gambling or betting) Customer shall indemnify,defend and hold Lightpath and Its suppliers harmless from any claims,losses,damages,penalties or costs(including without limitation reasonable attorneys' fees) arising out of: (i) Customer's use of Web Conferencing; (ii) Customer's violation or alleged violation of any applicable laws or regulations with respect to Web Conferencing;or(iii)infringement of any intellectual property rights of any third party.Lightpath or Its suppliers may, at their discretion and upon reasonable belief, take any reasonable action they deem necessary, if Customer's conduct fails to conform to these Terms of Service or may create liability for Lightpath or Its suppliers.Notwithstanding any other provision,the indemnity obligations provided above shall survive any termination or suspension of Web Conferencing contemplated herein,the expiration or termination of any agreement for such Service,shall also survive final payment and shall not be subject to any limitation on liability of any kind. Web Conference Billing Footnotes: Web Conference:Minimum one(1)year term required Term of Service will automatically renew,upon notification,at the end of the applicable term Either party may terminate the Service Agreement at the end of a term by providing written notice to the other party at least sixty(60)days prior to the end of the applicable term.Full term liability applies in the event of early termination International rates and surcharges apply on a per mmute basis for all calls onginatmg outside the non-contiguous United States and/or international dial-out(rates provided upon request).Call set-up and disconnect charges also apply to all inbound and outbound legs of all calls All calls are rounded to the full mmute on a per participant basis and the price of the call is rounded to the nearest whole cent Services not listed herein,including additional feature charges,enhanced services such as moderator set-up,cancellation,rescheduling and no-show fees for operator-assisted calls,are subject to additional charges,which are available upon request or available via the Customer Administrator. Confidential&Proprietary Page 6 of 8 Addendum to Service Agreement Service Level Agreement This addendum("Addendum")dated as of the date below supplements and is made a part of the Service Agreement dated as of the same date(the"Agreement")by and between Cablevision Lightpath,Inc.("Lightpath")and Customer. The parties wish to amend the Agreement to provide for modification of certain terms of the Service Level Agreement("SLA"). Accordingly,the parties agree as follows: The SLA attached as Exhibit A shall replace and supercede in its entirety any prior SLA under the Agreement. Except as expressly provided in this Addendum, all capitalized terms used herein shall have the meanings set forth in the Agreement.Notwithstanding the foregoing,this Addendum is not applicable to Lightpath's Hosted or Managed Service offerings. IN WITNESS WHEREOF,the parties have caused this Addendum to be executed by their duly authorized representatives as of the date below. Customer: O( " O J � Cablevision Lightpath,Inc. By: � By: Name: -Sett A.. l�e-) I Name: Title: N Title: Date: (Q Date: Confidential&Propnetary Page 7 of 8 Exhibit A Service Level Agreement This Service Level Agreement ("SLA") covers the local transport area to the Lightpath demarcation point including Lightpath equipment associated with the endpoints such as POE devices, routers and IP phones. The provisions described below shall be Customer's sole and exclusive remedy in the event of Interruption. MEAN TIME TO REPAIR Lightpath's objective is a four(4)hour mean-time-to-repair("MTTR") SERVICE LEVEL GUARANTEE Interruption/Outage("Interruption"): Defined as(i)a total loss of Service; and/or(ii)for Hosted Voice Service offering(a)a total loss of Service of the Metro Ethernet circuit providing the Voice and Internet connectivity; and/or(b)the inability of more than fifty percent(50%)of user stations(IP phones,softphones)at the location to register with the call server to place and receive calls. Service Level Guarantee: If Customer detects an Interruption, Customer shall open a trouble ticket with Lightpath's Network Management Center by calling 866-611-3434 or via Customer Care online at www.GoLightpath.com.An Interruption period begins when Customer reports a circuit/service failure, opens a valid trouble ticket and releases it for testing and repair. The controlling record for the purpose of determining the duration of the Interruption and calculating credits shall be the date/time stamp on the trouble reporting ticket as generated by Lightpath's trouble reporting system. An Interruption period ends when the circuit/service is operative. a. If Customer reports a circuit/service to be inoperative but declines to release it for testing and repair, it is considered to be impaired,but not Interrupted. b. If a Lightpath technician is dispatched for a reported failure and it is determined that such failure is not within Lightpath's control,Customer will be subject to a truck roll fee for any subsequent dispatch/truck roll(s)requested. c. Customer may request a credit, in writing, and reference the date of the ticket. Requests for credit must be submitted to Customer Care at care@GoLightpath.com or 866-611-3434 within thirty(30)calendar days of the Interruption. d. For calculating credit allowances,every month is considered to have thirty(30)days. e. A credit allowance is applied on a pro rata basis against the monthly recurring charge for the affected circuit/service and is dependent upon the length of the Interruption. Lightpath shall credit Customer's monthly recurring charges for the circuit/service experiencing the Interruption as follows: Outage Duration Credit of Monthly Charges Less than 30 minutes none 30 minutes up to but not including 3 hrs 1/10 of a day 3 hrs up to but not including 6 hrs 1/5 of a day 6 hrs up to but not including 9 hrs 2/5 of a day 9 hrs up to but not including 12 hrs 3/5 of a day 12 hrs up to but not including 15 hrs 4/5 of a day 15 hrs up to and including 24 hrs 1 day Over 24 hours 2 days for each full 24-hour period Chronic Interruption: Defined as three(3)separate Interruptions of two(2)hours or more on the same facility,within a consecutive thirty(30)day period and/or an Interruption that lasts longer than forty-eight(48) hours.In the event Customer experiences Chronic Interruptions in Service,Lightpath will perform a detailed investigation,report the findings to Customer and, if necessary, institute a corrective plan. If Customer experiences any additional Interruptions on the circuit and a plan for corrective action has been implemented for thirty (30) days, Customer may terminate the affected circuit/service without any further liability upon thirty (30) days prior written notice. Limitations: Total credits in a given month shall not exceed one hundred percent (100%)of the monthly recurring charge for the affected circuit/service in that month. No credit allowance will be made for: a. Interruptions caused by the negligence of Customer or third parties outside of Lightpath's control. b. Interruptions due to the failure of power, equipment, systems or connections not provided by Lightpath under this Agreement. c. Interruptions during any period when Customer has released the circuit for maintenance or rearrangement purposes or for the implementation of a Customer order. d. Interruptions which continue because of Customer's failure to authorize replacement of any element of the Service. e. Interruptions due to force majeure events. f. No trouble found'or where the fault of the trouble is undetermined. Confidential&Propnetary Page 8 of 8