HomeMy WebLinkAboutLightpath RESOLUTION 2016-283
'+ ADOPTED DOC ID: 11716
THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO.2016-283 WAS
ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON
MARCH 22,2016:
RESOLVED that the Town Board of the Town of Southold hereby authorizes and directs
Supervisor Scott A. Russell to execute the renewal of the Network Infrastructure Contracts
between the Town of Southold and Cablevision Lightpath, Inc.regarding accessibility to its
equipment located at 41405 Route 25, Peconic(Police Department), 53095 Main Street,
Southold(Town Hall) and 54375 Route 25, Southold(Annex) subject to the approval of the
Town Attorney.
ajaAw4
Elizabeth A.Neville
Southold Town Clerk
RESULT: ADOPTED [UNANIMOUS]
MOVER: Robert Ghosio, Councilman
SECONDER:Louisa P. Evans, Justice
AYES: Dinizio Jr, Ruland, Doherty, Ghosio, Evans, Russell
J
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1
{ Service agreement
~~-°- Date- 2/18/2016
Customer Information
Customer Status: Existing Customer
Customer Name: TOWN OF SOUTHOLD
Billing Address: PO BOX 1179 SOUTHOLD NY 11971
Street Address Suite City State Zip Code
Billing Contact. Lloyd Reisenberg Phone (631)765-1891 Entail llo d.reisenber
y g@town southold.ny.us
Order Contact- Lloyd Reisenberg Phone (631)765-1891 Entail lloyd.reisenberg@)town southold.ny.us
Lightpath Contact James Davem Phone 516-315-0883 Email ldavemnagolightpath.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
Recurring Charge Quantity Recurring Charge Non RecurrtnZ Charge
1 E-LAN 1000MB $1,10000 1 $1,100.00 $000
Order Type.ADD Account P 49665
Service Location Type:LIT Service Location Type:
`A'Location. 41405 Highway 25,Peconic,NY 11958 `Z'Location:
Demarc. Demarc:
Individual Monthly Total Mouthly
Recurrrn Char a ua++hty Recumn Char a Non Recurrin Charge
2 Audio Conference PAYGMOU $0.00 1 50.00 $000
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.
Individual Monthly Total Monthly
Recurring Charge Ouantity Recu fig Charge Nan Recurring Charge
3 E-LAN 1000MB $1,100.00 1 $1,10000 $000
Order Type Renewal-Service Upgrade Account M 49665
Service Location Type:LIT Service Location Type-
'A'Location:54375 Route 25,Southold,NY 11971 `Z'Location:
Demarc- Demarc
Individual Monthly Total Monthly
Recumng Charge Quantity Recurrin Charge Non Recurring Char e
4 E-LAN 1000MB $1,100.00 1 $1,100 00 $0 00
Order Type Renewal-Service Upgrade Account M 49665
Service Location Type LIT Service Location Type.
`A'Location: 41405 Higliway 25,Peconic,NY 11958 `Z'Location:
Demarc: „ Demarc.
Individual Monthly Total Monthly
Recurring Charge Qllalztaty Recurring Charge Non Recurring Charge
5 INTERNET VOICE BUNDLE IO,OOOMOU 100MB $1,375.00 1 $1,375.00 $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.
Individual Monthly Total Monthly
Recurring Charge Quantity Recurring Charge Non Recurring Char e
6 INTERNET VOICE BUNDLE IO,000MOU 100MB $1,37500 1 $1,37500 $000
Order Type-Renewal-Service Upgrade Account#:49665
Confidential&Proprietary Pagel of 8
Service Location Type"LIT Service Location Type.
`A'Location:54375 Route 25.,Southold,NY 11971 I `Z'Location:
Demarc: Demarc:
Individual Monthly Total Monthly
Recurruig Char attanti RecurringCharge Non Recumn Charge
7 INTERNET VOICE BUNDLE IO,000MOU 100MB $1,375.00 1 $1,375.00 1 $000
Agreement Term. 3 years For Internal Use Only
Total Monthly Recurring Charge. $7,425 00 Addendum N'Total Installation Charge. $0.00
Remarks
Terms and Conditions
The parties acknowledge and agree to be bound by the Terms and Conditions and any applicable Addenda attached hereto and/or as set forth at
www GoLightpath coin 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
in 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-
Print Name- _ V 41 U SSre Print Name.
Title- i/DtAt S O12 Title.
Date hp Date.
Email-
Phone:
Confidential&Proprietary Page 2 of 8
f
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. All product and technical descriptions may be viewed at www.GoLiglitl)atli.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 Tenn") shall be the period of time listed in this Agreement. Upon expiration of
the Initial Service Term, and upon sixty (60) days prior written notice from Lightpath, as applicable, this Agreement shall
automatically renew for successive terms.Either party may give notice of its intent not to renew the term in writing at least 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 terns 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 wwNv.GoLightpath.coim.
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 Terns 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.coin/terms sets forth Customer's sole
Confidential&Proprietary Page 3 of 8
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 www.GoLightpath.com/tenns. Lightpath reserves the right to suspend Service or terminate this Agreement effective
upon notice 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 Terms 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
ww< v.GoLightpath.com/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.
19. 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.
20. 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.
21. 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&Propnetary 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-Pay As You Go Plan -Tiered'-The more you use the lower.therate.
Total Minutes of Use per Month Per Minute Rate ITotal 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
*Option 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 1Milhon Set forth in the Service Agreement
for 1,3,or 5 Year Term options
'Overage charges apply Ranging from$0 069-SO 023 dependant on size of Plan
All Rates are s ecc to local,re conal,ion d stance domestic usa a wdhm the the conk ous Tistates on
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&Hawaii $0.10 per Minute
Canada $0.06 per Minute
Caribbean Countries $0.20 per Minute
Anguilla.Antigua&Barbuda,Bahamas,Barbados, Bermuda.British Virgin Islands,
Cayman Islands,Dominica,Dominican Republic,Grenada,Jamaica,Montserrat,
Saint Mitts and Nevis,Saint Lucia,Saint Vincent and the Grenadines,'l'urks 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 S6.00 per Conference
Additional Recording Storage
Add 30 Days of Storage $18.00 per Recording;
Add 180 Days of Storage $72.00 per Recording
Add 360 Days of Storage $90.00 per Recording
Recording Playback Options
Dial-ln Minutes counted against bundle
Audio File
Audio File—lst Download $30.00
Audio File—2nd Download No Charge
Compact DISe
CD Production* $30.00 per CD
CR Audio Split $3.00 per Split
*Mdl)pirai,r&Haandthk fees caprrlP
Conference Transcription 590.00er'/4 hour
Audio Conference Billing Footnotes:
Audio Conference: Minimum 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 puce 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 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(ii)
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) ansing 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 minute basis for all calls originating 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 minute 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: n 1�
I Cablevision Lightpath,Inc.
By: By:
Name: S '"\JSS t^ Name:
Title: �. S ��- Title:
Date: Ia�I/(� Date:
Confidential&Proprietary 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 undetennined.
Confidential&Proprietary Page 8 of 8
.::~ Service Agreement
�°�"�`"x" � Date: 2/18/2016
'Customer.Information
Customer Status: Existing Customer
Customer Name: TOWN OF SOUTHOLD
Billing Address: PO BOX 1179 SOUTHOLD NY 11971
Street Address Sulte City State Zip Code
Billing Contact: Lloyd Reisenberg Phase (631)765-1891 Email Iloyd.reisenberg@town.southold ny.us
Order Contact. Lloyd Reisenberg Phone (631)765-1891 Entail lloyd.reisenberg@town.southold ny us
Lightpath Contact James Davern Phone 516-315-0883 Email jdavempgolightpath.com
- 'Li ht ath`Serviees
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
Recurring Charge Qu-nnlyRecurring Charge Non Recurring Charge
1 E-LAN 1000MB $1,100.00 1 $1,100.00 $000
Order Type.ADD Account#:49665
Service Location Type:LIT Service Location Type:
`A'Location:'41405 Highway 25,Peconic,NY 11958 `Z'Location:
Demarc- Demarc:
ludnvdual MonUly Total Monthly
Recurring Charge Quandry Recurring Chore Non Recurrin Char e
2 Audio Conference PAYGMOU $0.00 1 $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:
Individual Monthly Total Alouddy
Recurring Charge uauhty Recurring Charge Non Recurriue Char e
3 E-LAN 1000MB $1,100.00 1 $1,10000 $000
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:
Individual Monthly Total Monthly
Recurring Charge Oluantap Recurring Charge Non Recurring Chmr e
4 E-LAN 1000MB $1,10000 1 $1,100.00 $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:
Indnadual Monthly Total Monthly
Recurring Charge 0"andtV Recurring Charge Non Recurring Char e
5 INTERNET VOICE BUNDLE IO,000MOU 100MB $1,375.00 1 $1,375.00 $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•
Individual Alonthly Total Monthly
Recurring Charge Quantity Recurring Charge Non Recurring Char e
6 INTERNET VOICE BUNDLE 10,000MOU 100MB $1,375.00 1 $1,375.00
Order Type:Renewal-Service Upgrade Account#.49665
Confidential&Proprietary Page 1 of 8
Service Location Type:LIT Service Location Type:
`A'Location:54375 Route 25,Southold,NY 11971 `Z'Location•
Demarc Demarc:
Individual Mouthly Toral Monody
Recumug Charge uauhry Recurring Char a Non Recurring Charge
7 INTERNET VOICE BUNDLE 10,000MOU 100MB $1,375.00 1 $1,375 00 $0.00
Agreement Terni 3 ears For Internal Use Only
Total Monthly Recurring Charge- $7,42500
Addendum ZTotal Installation Charge. $0.00
,Remarks
Terms and-Conditions
The parties acknowledge and agree to be bound by the Terms and Conditions and any applicable Addenda attached hereto and/or as set forth at
www.GoLrghtpatli coin 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
in 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: 11 Authorized Signature:
Print Name: S Lo 4T A—,'_RU SSRA Print Name:
Title. �� V L� L Title:
Date: War q��� Date:
Email:
Phone:
Confidential&Proprietary Page 2 of 8
Service Agreement.Terms and Conditions
Liahtpath 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. All product and technical descriptions may be viewed at www.GoLiglitl)ath.coni. Service is subject to availability, credit
approval,and the following terns and conditions,including those documents identified below and incorporated by reference.
1. Term: The initial service teen("Initial Service Tenn") shall be the period of time listed in this Agreement. Upon expiration of
the Initial Service Term, and upon sixty (60) days prior written notice from Lightpath, as applicable, this Agreement shall
automatically renew for successive terns.Either party may give notice of its intent not to renew the tern in writing at least thirty
(30)days prior to the end of the applicable tern.
2. Commencement of Billing / Start of Service Date: Billing and the Initial Service Tenn 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 terns 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 x7,�vw.GoLrghtpath.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 tennination fee equal to a
percentage of the total monthly recurring charges times the number of months remaining in the applicable tenn 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 tennination 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 Il") 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 Tenns 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 Terns 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 Terns 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.coin/tenms sets forth Customer's sole
Confidential&Proprietary Page 3 of 8
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 www.GoLightpath.com/terms. Lightpath reserves the right to suspend Service or terminate this Agreement effective
upon notice 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 Terms and
Conditions for Non-Tariff Services at www.GoLightpath.coin/terms.
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
ww-�.v.GoLi ghtpatli.co inAerin s.
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.
19. 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 perforning 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.
20. 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.
21. 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&Propnetary 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-Pay'As You Go Plan -:Tiered-The-more you use the lower the rate.
Total Minutes ofuse per Month Per Minute Rate Total Minutes of Use per Month Per Minute Rate
Ito 49,999 $0040 250,000 to 499,000 $0030
50,000 to 99,999 $0035 500,000 of 999,999 $0.027
100,000 to 249,999 $0.033 1,000,000+ $0025
*Option 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 1Milon Set forth in the Service Agreement
for 1,3,or 5 Year Term options
'Overage charges apply. Ranging from$0 069-$0 023 dependant on size of Plan.
All Rates ares ecdic to local,re Tonal,]ondistance 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&Hawaii $0.10 per:Minute
Canada $0.06 per Minute
Caribbean Countries $0.20 per Minute
Anguilla.Antigua&,Barbuda,Baliainas,Barbados,Bermuda.British Virgin Islands,
Cayman Islands,Dominica,Dominican Republic,,Grenada,Jamaica,llonfset rat<
Saint Kitts and Nevis,Saint Lucia,Saint Vincent and tine 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 Iresen ation, 56.00 per Conference -
Additional Recording Storage
Add 30 Days of Storage $18.00 per[recording
Add 180 Days of Storage 572.00 per Recording
Add 360 Days of Storage 590.00 per Recording
Recording Playback Options
Dial-In Minutes counted against bundle
:Audio File -
Audio File—1st bo,,vnload $3f}AO
Audio File-2nd Doi4nload No Charge
Compact Disc
CD Production's x_30.00 per CD
CD Audio Split- $3.00 per Split
*VdI)ping&Handlhtg fees upply
Conference Transcxiptioti 590.00 per i/a Ilour
Audio Conference Billing Footnotes:
Audio Conference. Minimum 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 oil a month to month terns 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 temiination,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 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 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(ii)
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 Biiline 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 minute basis for all calls originating 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 minute 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.
� Sum. �d
Customer: 5,0 r-) 0 � Cablevision Lightpath,Inc.
By: By:
Name: c.J Gy A Name:
Title: Title:
Date: /a �/� Date:
Confidential&Proprietary Page 7 of 8
1
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-tune-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 deterniined 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 tenninate 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 imajeure events.
f. No trouble found or where the fault of the trouble is undetermined.
Confidential&Proprietary Page 8 of 8