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R-2015-015 Agreement Level 3 Communications
RESOLUTION NO. R-2015-015 A RESOLUTION APPROVING AN AGREEMENT WITH, AND QUOTE FROM, LEVEL 3 COMMUNICATIONS, LLC. BE IT RESOLVED BY THE BOARD OF ALDERMEN OF THE CITY OF RIVERSIDE, MISSOURI AS FOLLOWS: THAT the Board of Aldermen hereby approves the Master Service Agreement (a copy of which is attached hereto in its substantial form) with Level 3 Communications, LLC, as well as Quote#1984487, and further authorizes the Mayor to sign the Agreement on behalf of the City; and FURTHER THAT the Mayor, the City Administrator, the Finance Director, and other appropriate City officials are hereby authorized to take any and all actions as may be deemed necessary or convenient to carry out and comply with the intent of this Resolution and to execute and deliver for and on behalf of the City all certificates, instruments, agreements and other documents, as may be necessary or convenient to perform all matters herein authorized. PASSED_IND ADOPTED by the Board of Aldermen of the City of Riverside, Missouri,the day of 2015. t. : • aNhYor Kathleen L. R se ATTEST: . r . • ri ._ 4 Robiq Littrell, Ch Clerk LeVeI(3) MASTER SERVICE AGREEMENT This Agreement("Agreement")is made as of this 7�— day of r 2015("Effective Date"),by and between LEVEL 3 COMMUNICATIONS, LLC ("Level 3") and CITY OF RIVERSIDE MISSOURI ("Customer'), arfd contains the general terms and conditions applicable to purchases of services ("Services")from Level 3. 1. Service Delivery. Requests for Services will be on Level 3 orders ("Orders") stating the pricing and term ("Service Term") for which Services are requested. The Service will continue on a month to month basis at the expiration of the Service Term at Level 3's then current rates. Level 3 will notify Customer electronically or in writing (a) of acceptance of the Customer Order by delivering the date by which Level 3 will install Service (the "Customer Commit Date") and (b) when Service is installed (a "Connection Notice"), at which time billing will commence ("Service Commencement Date"). Unless Customer notifies Level 3 within 3 days of the Service Commencement Date that Service is not working properly, the Service will be deemed accepted and billing will commence on the Service Commencement Date. If Level 3 cannot complete installation due to Customer delay or inaction, Level 3 may begin charging Customer for the Service and Customer shall pay such charges which will appear on Customer's first invoice following the Service Commencement Date. Customer will at its expense timely provide suitable access to non-Level 3 facilities and power for the installation, maintenance, upgrade and/or removal of Level 3 network and equipment. If third party local access services are obtained by or for Customer, Customer will cooperate with Level 3 by providing: (i) information (including firm order commitments (FOC)) to enable cross-connects to Level 3 Service(s), (ii) necessary authorizations and other information respecting circuit grooming, and (iii)written third party disconnection FOCs where a related Service is disconnected. Title to all equipment and software provided by Level 3 remains with Level 3. Level 3's then current Acceptable Use and Privacy Policies (available at www.level3.com) apply to Customer's use of Service. �. Charges. Invoices are delivered monthly and due 30 days after the receipt of invoice date. Fixed charges are billed in advance and usage-based charges are billed in arrears, partial months being prorated. Level 3's standard charges apply to moves, adds or changes agreed to by Level 3. Past due amounts bear interest at the lesser of 1.5%per month or the highest rate allowed by law. Customer agrees to pay all Service charges, even if incurred as the result of unauthorized use. If Customer disputes an invoice, Customer will pay the undisputed amount by the due date and submit written notice of the disputed amount detailing the nature of the dispute and the invoices disputed. Disputes must be submitted within 90 days of the date of the invoice or the right to bispute is waived. If a dispute is resolved against Customer,Customer will pay the disputed amounts plus interest frfrom he-due-date-within 30 days. Level 3 may require a security deposit of up to 2 months estimated charges as a condition to accepting an order or,for a) usage-based Services at any time; or b) non-usage based Service if Customer fails to timely pay Level 3 hereunder or Level 3 reasonably determines that Customer has had an adverse change in financial condition. If any change in applicable law or regulation affects the delivery of Service, Level 3 may pass any increased costs through to Customer �nd Customer may terminate the affected Service without termination liability by delivering written notice to Level 3 within 6030 days. p. Taxes and Tax Like Fees. Except for Level 3's net income tax and property taxes, Customer is responsible for all taxes,fees,surcharges, license fees, foreign withholding (which will be grossed up)and other tax like charges imposed on or incident to the provision,sale or use of Service(whether imposed on Level 3 or its affiliates). Level 3 may recover taxes,fees, and certain costs of administering the same through a percentage surcharge(s) on the Services. Valid exemption certificates will be given prospective effect upon receipt by Level 3. 4. Termination. if(i)Customer fails to pay Level 3 any undisputed charges when due and such failure continues for 5 business days after written notice from Level 3 or(ii)either party fails to observe any other material term of this Agreement and such failure continues for 30 days after written notice from the other party, then the non-defaulting party may terminate this Agreement or any Order, in whole or in part, and subject to the limitations of this Agreement, pursue any remedies it may have at law or in equity. If Customer cancels or terminates Service for convenience or Level 3 terminates Service for cause, Customer will pay Level 3 a termination charge equal to the sum of: (A) if prior to delivery of a Connection Notice, (i) for "off-net" Service, third party termination charges for the cancelled Service; (ii)for"on-net"Service, 1 month's monthly recurring charges for the cancelled Service; (iii)the non-recurring charges for the cancelled Service; and (iv) Level 3's out of pocket costs (if any) incurred in constructing facilities necessary for Service delivery or (B) ollowing delivery of a Connection Notice,(i)all unpaid amounts for Service actually provided; (ii)400%--of the remaining-monthly-reeuri ng-charges-(if-any)-fey ^n"^^ 1 12 of Service Temm;(iii) 50%of the remaining monthly recurring charges for month 13 through the end of the Service Term;and-or(iv)to the extent not recovered by the foregoing, any termination liability payable to third parties by Level 3 resulting from the termination and any out of pocket costs incurred in constructing facilities to the extent such construction was undertaken to provide the Services. In lieu of installation Service Level credits, if installation of Service is delayed by more than 30 business days beyond the Customer Commit Date, Customer may terminate the affected Service without liability upon written notice to Level 3, provided (i)such notice is delivered prior to delivery of a Connection Notice for the affected Service and (ii)this right shall not apply where Level 3 is constructing facilities. 5. LIABILITY LIMITATIONS. NEITHER PARTY WILL BE LIABLE FOR ANY DAMAGES FOR LOST PROFITS, LOST REVENUES, LOSS OF GOODWILL, LOSS OF ANTICIPATED SAVINGS, LOSS OF DATA, THE COST OF PURCHASING REPLACEMENT SERVICES, OR ANY INDIRECT, INCIDENTAL,SPECIAL,CONSEQUENTIAL,EXEMPLARY OR PUNITIVE DAMAGES IN ANY WAY RELATED TO THIS AGREEMENT OR ANY ORDER. LEVEL 3 WILL HAVE NO LIABILITY FOR ANY CLAIMS RELATING TO 911 OR OTHER EMERGENCY REFERRAL CALLS. LEVEL 3 MAKES NO WARRANTIES OR REPRESENTATIONS RESPECTING THE SERVICE, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 6. Service Levels. The Service level commitments ("Service Levels") for Services are stated in the applicable Service Schedules for each Service. Maintenance of the Service may, but ordinarily will not, result in limited Service interruptions. Periods of force majeure and maintenance are "Excused Outages". If Level 3 does not meet a Service Level(based on Level 3's records)applicable service credits will be issued upon Customers request to Level 3 Customer Service. Credits must be requested within 60 days after the event giving rise to the credit. Customers sole remedies for any outages, failures to deliver or defects in Service are contained in the Service Levels(if any). p. Assignment. Gustomer Neither party may not assign its rights or obligations under this Agreement or any Order without the prior written consent of �gyel-3the other party, not to be unreasonably withheld. Customer may not resell Service provided pursuant to this Agreement but Customer may use such Service in the normal course of its business. Customer will indemnify and defend Level 3, its affiliates and their agents against any claims arising from or related to Customers use of the Service. Nothing in this Agreement, express or implied, confers upon any third party any right, benefit or remedy under this Agreement. Miscellaneous. Nand-al4infermaEier of-a-confidential. this-Agreermain"s-eenfident a!a shag disclosed-to-third s,partieotices will be made in writing to the address below. If no Customer address is provided below, Level 3 may provide notices under this Agreement to any address identified in an Order. Services may be provided by Level 3 or its affiliates and Level 3 may use third parties to provide Services. This Agreement is the entire agreement between the parties respecting the subject matter hereof and can only be modified in a writing signed by both parties. Neither party will be liable, nor will any remedy provided by this Agreement be available,for any failure to perform due to causes beyond such Prty's reasonable control. If either party fails to enforce any right or remedy under this Agreement, such failure will not waive the right or remedy. This reement will be governed by and construed in accordance with the laws of the State of New-YerkKansasFMissoun, without regard to its conflict of laws Page 1 of 11 0 Level 3 Communications, LLC.All rights reserved. Proprietary and Confidential MASTER SERVICE AGREEMENT respecting the subject matter hereol and can only be modified in a witting signed by both parties Neither party will be liable.rot will any remedy provided by Ihis Agreonient be available• lot any failure to perform due to causes beyond such pady's reasonable control If either party fails to enforce any right or remedy under this Agreementsuch failure will not waive the right or remedy This Agreement vAl be goverred by and construed in accordance with the laws of the Stale of Missouri, without regard to its conflict of laws provisions Each party shall comply with all applicable laws, rules and regulations associated respectively vtth Level 3's delivery or Customers use of the Sewtces under the Agreement With respect to Services provided in Latin America, Customer agrees that it(or its local affiliate)will enter into a separate local country addendunvagreement(8s approved by local authorities)("LCA-)win the respective Level 3 affiliate which provides the local Servlce(s).and such Level 3 affil,ate will invoice the Customer(or Is local affiliate)party to the LCA for the respective local Service(s). LEVEL 3 COMMUNICATIONS.LLC('Level 3'1 CITY OF RIVERSIDE MISSOURI(-Custome-I t025 Eldorado Blvd 2950 NW Vnnon Road Broomfield Colorado 80021 ____ Rwomms MO 64150 Alta Gena Alin By. — By aLY Name �8 Name M, v Title Vice Presider' Asst. General Counsel Page 2 of t I ®Level 3 Communications.LLC All rights reserved Proprietary and Confidential MASTER SERVICE AGREEMENT SERVICE SCHEDULE LEVEL 3®ENTERPRISE VOICE SIP BASED SERVICES (Version Issue Date: January 30,2015) 1 Applicability. This Service Schedule applies to the SIP-based provisioning of Level a Outbound Long Distance, Toll-Free Service, SIP Trunking, Enterprise SIP Trunking, VoIP Inbound Local Calling Service, VoIP IFN and UIFN Services and SIP Refer Services (collectively "Enterprise SIP Services", "Voice Complete", or "Services") as further defined below and incorporates the terms of the Master Service Agreement under which Level 3 provides Services to Customer(the "AareemenC). This Service may be referred to as Voice Complete, SIP Trunking, Enterprise SIP Trunking, VoIP Local Service, VOIP Outbound Service, VoIP Toll Free Service, VoIP International Toll Free Service ("IFN" and "UIFN"), Outbound Long Distance, and Toll Free Service quotes, ordering and invoicing documentation. 2 Service Description. The Enterprise Services below are SIP based and provide, as relevant, Public Switched Telephone Network ("PSTN") connectivity, outbound (1+) access to U.S. (interstate and intrastate) and international locations, inbound (8XX) Service, and international toll free calling.The basic configurations,where available,are: • SIP Trunking Service: Customer access to the PSTN for the placing and/or receiving of local and Long Distance calls with optional advanced features via a Level 3 dedicated internal connections. VoIP Inbound Local Calling Service: Customer accesses Level 3's network via its own or Level 3 provided Internet connection and Level 3 provides one way calling service supporting inbound voice calls terminating to the Customer. • Outbound Long Distance: provides packetized interconnection for access,transport and termination of voice traffic. • Toll Free Service, International Toll Free Service ("IFN" and "UIFN") provides access, transport and termination of voice traffic over Level 3's VoIP network. 3 Applications. Enterprise SIP Services may be used as local and long distance voice access services to serve single or multi- station enterprise premises telephony equipment, such as phone sets, key systems and PBXs. Services are available only to single, distinct enterprises who will utilize the service for customary, normal, and reasonable business use. Notwithstanding anything to the contrary in the Agreement, Customer may not resell or incorporate these Services into services it sells to third parties. 4 Rates and Charges. Rates and charges for the Service ("Rates") will be set out either (i) in a rate schedule provided in conjunction with or as part of Customer's Order for the Service, or(ii) in a pricing schedule attached hereto (in either case, the"Rate Sheet"), as the same may be changed as set forth herein. If Customer is not provided a rate for a particular location and Customer originates and/or terminates calls to that location,Customer will be billed Level 3's standard usage rate for those calls. Unless otherwise stated in a Rate Sheet(and as may be changed by Level 3 via a Rate Change Notice as set forth below),the following minimum call durations will be billed in the billing increments that follow: Type of Service Minimum Call Duration(Call Minimum)in Billing Increments in seconds seconds Domestic Outbound LD 18 6 International Outbound(except Mexico 30 6 Mexico Outbound 60 60 Domestic and International Toll Free 30 6 Local calls may be billed as local unlimited calling, local measured rate(per minute), or local per call usage rate. Where billed as local measured rate,the minimum call duration is 60 seconds and the billing increment thereafter is 60 seconds. Service usage charges are based on actual usage of Service and begin when the called party answers, as determined by answer supervision,and end when either party disconnects the call. If Customer orders a SIP Refer feature(as set forth in the Customer Order),for any SIP referred call, Customer shall be billed for 2 call flows(inbound and outbound). In addition to such minimum commitments as stated herein or in the Agreement, the Enterprise SIP Services may be subject to a minimum commitment(s) (also called Minimum Usage Guarantees or"MUG") which will be set forth in the Rate Sheet(s) and/or Customer Order(s). For such Service(s) with a minimum commitment ("Committed Service"), commencing on the first full billing cycle following the Ramp Period (defined herein) for such Committed Service and continuing through the longer of(i) the Pricing Tenn or (ii) as long as Customer continues to receive such Committed Service, Customer commits each month to use the Committed Services to amount to charges no less than the minimum commitment or MUG in monthly invoiced Aggregate VRC Charges (the "Revenue Commitment"). "Aggregate VRC Charges" shall mean the charges on an invoice for (i) the monthly recurring charges and usage charges for the Committed Service and (ii) such other charges for non-voice services as may be expressly set forth in the Revenue Commitment. The Revenue Commitment is a take-or-pay commit: Customer shall pay the higher of(i) Customer's actual invoiced Aggregate VRC Charges (and, if agreed applicable, other non-voice charges) or (ii) the Revenue Commitment. Customer is obligated far 100% of the Revenue Commitment and is not responsible for any separate cancellation or early termination charges for Committed Service (but shall be responsible for any separate cancellation or early termination charges for other non-voice services and local access services). For purposes herein, the "Ramp Period" shall mean Page 3 of 11 V Level 3 Communications,LLC.All rights reserved. Proprietary and Confidential MASTER SERVICE AGREEMENT the period commencing on the Service Commencement Date and expiring on the date of the second Level 3 invoice for which the Service is billed. 5 Surcharges. Customer agrees to pay the following surcharges,where applicable, in connection with Enterprise SIP Services: Short Duration Call Surcharge. If for any reason (i) the average call duration for Customer's use of Outbound Long Distance Service is less than 30 seconds or(ii)the average call duration for Customer's use of Toll Free Service, is less than 90 seconds, in either case when measured across a billing cycle month,then an additional charge shall be applied to all calls using the applicable Service type on the applicable Customer billing account in that billing cycle month. For the purpose of this provision, average call duration shall be calculated by dividing the aggregate duration of all calls using the applicable Service type (applied to a specific Customer account number) in a billing cycle month by the total number of calls of that type in that billing cycle month for that account. PIC Long Distance Service(applies only to Enterprise SIP Trunking Service and SIP Trunking Service as specified on the relevant invoices and other service documentation): I. Unauthorized PIC Change. An Unauthorized Carrier Change Charge may be applied to each PIC change made without prior valid authorization. Repeated unauthorized PIC change requests by Customer may result in discontinuance of services by Level 3. ii. PIC Change Charge. Level 3 may elect to assess Customer a PIC Change Charge if an end user's ANI is PIC'd from one IXC to another. iii. Carrier Line Charge or Primary Interexchange Carrier Charge ('PICC"). Level 3 may assess Customer a carrier line charge for lines PICA to Level 3. 6 Billing&Rate Conditions. a. Third Party Charges. Customer understands that the charges(including Ancillary Charges)applying to the Services are reflective of the charges levied on Level 3 by third party providers ("Third Party Charges") who terminate calls to numbers on networks owned and/or operated by those and other third party providers, and that those Third Party Charges may be subject to change during the term for which the Services are to be provided by Level 3 to Customer. Level 3 reserves the right, upon 30 calendar days' advanced Rate Change Notice, to increase the rates for specific call destinations and/or to change Ancillary Charges or Surcharges based on changes to Third Party Charges. b. Rate Change Notices. Level 3 may send to Customer a notice changing rates or other charges as set forth herein which may be provided as a bill insert message with Customers invoice or other written notification, including to an e-mail address as set forth herein (a "Rate Change Notice"). Customer's e-mail address for purposes of Rate Change Notices hereunder is: { 1. The rates or changes set forth in such Rate Change Notifications shall take effect as stated therein but no sooner than as otherwise provided in this Service Schedule. c. Limited Termination Right Related to Rate Changes. On receipt of Rate Change Notice under Section 6(a)or(b), Customer may elect to terminate the Service without obligation other than to pay (i) all charges already incurred in respect of the Service up to the effective date of such termination (including as adjusted via Rate Change Notice) and (ii) any third party early termination charges incurred by Level 3 in terminating any local access circuits provided to the Customer as part of the Service which are terminated under this Section. d. Charges for IFN and UIFN service will be set out in Customer's Rate Plan. If ordered,and in the event Customer redirects calls to a destination that is outside the continental United States, Hawaii and Canada, then the outbound portion of all such calls will incur charges at the rate(s) identified for international termination as set out in the Customer's Rate Plan. 7 Scope. Level 3 is authorized to act as Customers agent in placing orders with other carriers in order to provide telecommunications services,if requested by Customer. 8 Restrictions. a. No Resale. Notwithstanding anything to the contrary in the Agreement, the Service is a retail only service and resale of the Service in any forth is strictly prohibited. This provision may only be changed by amendment to this Service Schedule executed by authorized parties for Customer and Level 3,no less formal consent will be binding. b. No Non-Conforming Uses. The Service may not be used by Customer to provide voice content related services such as chat lines. The Service may not be used for or in connection with auto dialer applications, predictive dialers, calls to premium rate online services, broadcast fax transmissions, or other application that generates more than ten (10) calls per second. Except as set forth in section c below, the Service may not used in connection with call center applications and Customer shall not use least cost routing (LCR) in conjunction with the Service. Any use of the Service in violation of this Section or Section 9 below is a"Non-Conforming Use". In the event Customer uses Services for a Non-Conforming Use, Customer shall be liable for the difference between the rates for conforming use and the higher rates which Level 3 would have applied for Non- Conforming Use. In addition, if in Level 3's reasonable judgment(i) Customer's usage disproportionately terminates to and/or originates in high cost areas or international cell phones or(ii) Customer is using the Service for Non-Conforming Uses, Level 3 may, at its option, provide Customer with 3 calendar days'notice to modify traffic to correct its usage and if Customer fails to Page 4 of 11 0 Level 3 Communications,LLC.All rights reserved. Proprietary and Confidential MASTER SERVICE AGREEMENT modify its traffic or correct usage, Level 3 reserves the right to immediately adjust usage rates to such rate set forth in the notice or immediately terminate the Services. Customer shall remain liable for all usage charges incurred prior to such termination and also for any revenue commitments through the end of the Service Term. Customer will indemnify Level 3 from any claims arising as a result of any Non-Conforming Use. c. Customer may use the Service for call center applications or may use least cost routing only with Level 3's express signed written consent (which may be granted in Level 3's sole discretion). If Customer seeks to use the Service in connection with call center operations, Customer must provide Level 3 with detailed traffic forecasts and will discuss location-specific constraints relating to the Service. 9 Traffic Integrity. Customer shall not: (1) re-classify or re-originate traffic or take any other action to make traffic appear as if it: (i)is anything other than the type of traffic delivered to Customer or(ii) originated from a place or on a type of equipment different from the place or type of equipment from where it, in fact, originated; or(2) modify, alter or delete in any manner calling party number information, originating point codes or any other signaling information,or call detail in connection with the transport and termination of traffic to the called party. Upon Level 3's request, Customer shall certify in writing its continued compliance with this Section. 10 Fraudulent Calls and Unsu000rted Calls. Customer shall be responsible for paying Level 3 for all charges for Service, even if incurred as a result of fraudulent or unauthorized use. Level 3 may, without liability, take immediate action to prevent calls which are not supported by the Service, which may harm Level 3's network or are fraudulent or suspected to be fraudulent, including without limitation, by denying Service to particular Automatic Number Identifiers (ANIS) or terminating Service to or from specific locations. In the event Customer discovers or reasonably believes fraudulent calls being made, Customer shall notify Level 3 as soon as possible at 1-800-348-5457. 11 Service Levels. The following Service Levels apply only if Customer is the end-user of the Enterprise SIP Service and purchases Level 3 Managed Router Service and either Level 3 DIA or IP VPN Service(as applicable). a.Availability Service Level. The Availability Service Level for this Service is 99.9% per month for public intemet and DIA use and 99.99% for IP VPN use. Service is considered "unavailable" if it is unable to make or receive calls for reasons other than an Excused Outage. An unavailability event is measured from the time Customer opens a trouble ticket with Level 3 until the affected Service is restored. In the event that Service is unavailable, Customer will be entitled to a service credit off of the Monthly Recurring Charge ("MRC') for the affected Service based on the cumulative unavailability of the affected Service in a given calendar month as set forth in the following table: DIA or Public Internet- Service Level Credit Cumulative Unavailability I% of MRC) (in hrs:mins:secs) 00:00:01 -00:43:00 0% 00:43:01 -02:00:00 5% 02:00:01 -04:00:00 15% 04:00:01 + 25% IP VPN -Cumulative Service Level Credit Unavailability I% of MRC) (in hrs:mins:secs) 00:00:01 -00:05:00 0% 00:05:01 -04:00:00 5% 04:00:01 -08:00:00 15% 08:00:01 + 25% b. Limitation. The Service Levels stated herein do not apply to any Services which originate or terminate outside of the United States. Customer will be entitled to receive credits on only one Service Level in any calendar month (even if Level 3 fails to meet more than one such Service Level). Customer will elect which Service Level it seeks to exercise when its claim for credits is made to Level 3. c. Chronic Outage. As its sole remedy, Customer may elect to terminate any affected Service prior to the end of the Service Term without termination liability if, for reasons other than an Excused Outage, the Service is "unavailable" (as defined in subpart 11a Page 5 of 11 0 Level 3 Communications,LLC.All rights reserved. Proprietary and Confidential MASTER SERVICE AGREEMENT immediately above) for more than 60 consecutive minutes in each of 3 consecutive calendar months, or for more than 24 hours in the aggregate in any calendar month. The termination right must be exercised within 30 days of the event giving rise to it. 12 Third Party Access Provided by Level 3. Level 3 provides local access circuits (via third party providers)only for Customer's use in connection with this Service. Where Customer's usage of local access circuits provided by Level 3 in connection with this Service falls below the minimum usage level set out below in two consecutive monthly billing cycles, then, notwithstanding any pricing otherwise agreed with Customer, Customer agrees to pay the additional charge(s) set out below in addition to any other charges payable in respect of the Service. Local Access Circuit Type I Minimum Usage Level Additional Monthl Char e T-1 30,000 minutes per month $300 E-1 30,000 minutes per month $375 DS-3 1 500,000 minutes per month $8,500 If Level 3 notifies Customer of an additional charge pursuant to the previous paragraph, Customer may, by written notice, elect to terminate the applicable local access circuit, provided that if Customer elects to so terminate a local access circuit within the Service Term for which it was initially ordered, Customer agrees to reimburse Level 3 for any early termination fees levied on Level 3 by the third party provider of that local access circuit. 13 Additional Service Specific Terms. A. SIP Trunking Service fl Nomadic Worker("Road Warrior") Use. Subject to the limitations described in this Schedule, SIP Trunking Service may be used to serve nomadic worker, or"road warrior" applications. Users with the Mobility Feature Pack provisioned may originate and receive calls on their primary DID number when away from the primary service location, just as if they were physically present on the corporate LANNVAN. Nomadic capabilities are available at any location with broadband Internet access and PSTN telephone access. Additionally, call forwarding and remote office features,which enable the use of any PSTN phone for inbound and two-way telephone use, respectively, are included in the Mobility Feature Pack'. ful Emergency Services(911: E-911).Level 3 will provide E911 as a mandatory service feature of SIP Trunking. a. PLEASE READ THE INFORMATION BELOW ABOUT 911 DIALING CAREFULLY. BY USING AND PAYING FOR THE SERVICE, CUSTOMER ACKNOWLEDGES AND AGREES TO ALL OF THE INFORMATION BELOW REGARDING THE LIMITATIONS OF THE SERVICE WITH REGARD TO 911 EMERGENCY DIALING SERVICE, AND THE DISTINCTIONS BETWEEN SUCH SERVICE AND TRADITIONAL WIRELINE 911 OR E-911 CALLS. In particular, please note that Customer will not be able to place traditional wireline 911 or E-911 calls with this SIP service in the event of: • a power outage; • a loss of connectivity to the internet; • delays in making a registered location available in the ALI database;and • Customer's use the phone at a location other than the established fixed, primary location as determined by Level 3's service records(commonly known as"nomadic"use). Customer acknowledges that Level 3 has advised that the Service does not support traditional wireline 911 or E-911 in these instances. Customer agrees to advise all individuals of this limitation who may have occasion to place calls using this Service (labels for Customer's placement on devices are attached hereto as Attachment A) and Customer will indemnify Level 3 and its affiliates from any claims that arise as a result of such limitations. Notwithstanding anything in the Agreement, no indemnification obligations of Level 3 shall apply to any Emergency Services (911; E-911 calling) that are provided by Level 3. Level 3 shall have no liability for any failure to provide Emergency Services except liability that arises as a direct result of Level 3's gross negligence or willful misconduct. b. Customer is responsible for complying with the registered location requirement set forth in 47 C.F.R. Section 9.5(d). In particular, Customer is responsible for providing correct Automatic Location Information ("ALI") to Level 3 to load into the relevant ALI database. Customer shall provide Level 3 with correct ALI information and will be responsible for updating such information on a timely basis in response to changes in registered locations via a Customer facing portal supplied by Level 3. Customer will provide its initial physical location contemporaneously with the execution of its order for the Service. Prior to turn up of Customer's initial service, Level 3 will notify the Customer of any incorrect ALI information, and corrections must be re-submitted by the Customer. Customer acknowledges and understands that failure to provide the current and correct physical address and location will result in any emergency calls made by Customer being routed to the incorrect local emergency service provider. c. It is the Customer's responsibility to understand the state laws that pertain to them in regards to E911 requirements and compliance obligations. Level 3 specifically disclaims any such obligation. If Customer subscribes to Lync service, Customer Page 6 of 11 0 Level 3 Communications, LLC.All rights reserved. Proprietary and Confidential MASTER SERVICE AGREEMENT acknowledges that Level 3 does not store 911/E-911 location information and relies upon information provided in the Lyric 911 call to route calls to the appropriate PSAPs d. In the event that 911 Service limitations or requirements different than those stated herein are, in Level 3's reasonable opinion, necessary or advisable based on Level 3's interpretation of currently evolving 911 Service laws, rules and regulations, Customer agrees to negotiate modifications to this Section as requested by Level 3,and if agreement respecting the same cannot be reached, Level 3 may terminate the Service and this Agreement without liability. iii Other Jurisdictions. For SIP Trunking or other local calling services provided in jurisdiction outside the United States, specific additional emergency calling terms may be required and will be added to this Agreement upon Level 3 request. B. Toll Free Service, VOIP IFN and UIFN Service. (i) Change of Responsible Organization. Unless otherwise provided for herein, Level 3 is the Responsible Organization for Tall Free Numbers. Customer represents and warrants that it has all necessary rights and authority necessary for any change in Responsible Organization, will provide copies of letters of authority authorizing the same upon request (and in the format requested by Level 3) and shall indemnify, defend and hold harmless Level 3 and its affiliates from any third party claim related to or arising out of any such change (or request for such a change). Porting by Customer of Toll Free Numbers pursuant to this Section shall in no event relieve Customer of its obligations under the Toll Free Revenue Commitment(if any). ii Level 3 does not guarantee the availability of any requested Toll Free, IFN or UIFN Toll Free number and is not bound by any verbal confirmation to Customer of Toll Free number availability. Customer may not reserve or activate such a Toll Free number for the purpose of selling, brokering, or releasing the Toll Free number to another person for any fee or other consideration. Level 3 may, without liability, block any Toll Free number having usage surges or heavy traffic loads that are atypical. If, upon termination of Service, Customer does not submit a written request for the appointment of a new Carrier for its Toll Free number(s) within thirty (30) days of such termination, then the number(s) will be returned to the independent administrative agency for reassignment. If at the time of cancellation or termination of Toll Free services, Customer owes an outstanding balance (30 days or more) to the Responsible Organization on its Level 3 account, then Customer's Toll Free number(s)shall not be released to another long distance carrier or Responsible Organization. Customer acknowledges that(i) IFN or UIFN numbers may be owned by the in-country PTT and not the Customer or Level 3, (ii)that the supply of numbers by a PTT or regulatory authority may be conditional upon Customer furnishing information, letters or other documentation and(iii) that the PTT may deny the granting of a specific number and/or discontinue service related to a specific number if they do not approve of the manner or purpose for which it is used. If Customer wishes to transfer service in respect of Tall Free/Freephone numbers provided by Level 3 to another carrier and the applicable PTT or other regulatory authority supports portability of the applicable numbers, Customer should continue active service with Level 3 until Customer's new carrier confirms that service has been transferred to avoid disruption of service. After transfer of service Customer should cancel service with Level 3. Customer agrees that if a US Toll Free number has multiple carrier routing or SMS Emergency Reroute whereby the traffic is split between Level 3 and another Carrier, Level 3 will receive a minimum of 20%of the traffic for that Toll Free number each month or Customer will be assessed a make-up-to minimum charge equal to the difference between 20%of the total traffic for the Toll Free number expressed in US Dollars and the amount that Level 3 received. If Customer overflows or re-routes a dedicated Toll Free call to a switched telephone number for termination,switched voice rates will apply to such call. 14 Latin American Services. With respect to Services provided in Latin America, Customer agrees that it (or its local Affiliate) will enter into a separate local country addendum/agreement (as approved by local authorities) ("LCA") with the respective Level 3 Affiliate which provides the local Service(s), containing terms necessary to comply with local laws/regulations, and such Level 3 Affiliate will invoice the Customer(or its local Affiliate)party to the LCA for the respective local Service(s). Page 7 of 11 ®Level 3 Communications,LLC.All rights reserved. Proprietary and Confidential MASTER SERVICE AGREEMENT ATTACHMENT A WARNING LABELS WARNING: WARNING: WARNING: E911 Service May be Limited At Not Available E911 Service May be Limited or Not Available Egli Servig•May be Limited or Not Available Emergenov Callino Seri 1 will not be available th Emeraencv Calling Sery ce/E911 will not be available g'. Emergency,Call Service/E911 will not be available if • Your broadbandlnterconnect connection has failed or • Your broadbandfnterconnect connection has failed or Your broatlbandrntemonned connection has failetl or is diswnnected is disconnected is disconnected • Your electrical Power is disrupted Your electrical Power is disrupted • Your electrical pourer is disrupted • The current location of your handset has not been • The currant location of your handset has rrol been The current location of your handset has not been registered with your service provider registered with yaw service provider registered with your service provider If you are unable to immediately complete a 911 call, If you are unable to immediately complete a 911 call, It you am unable to immediately complete a 911 call, PLEASE USE THE EMERGENCY PHONE NEAREST YOU. PLEASE USE THE EMERGENCY PHONE NEAREST YOU. PLEASE USE THE EMERGENCY PHONE NEAREST YOU. WARNING: WARNING: WARNING: E911 Service May be Limited or Not Available E911 Service May be Limited or Not Available E911 Service May be Limited or Not Available Ememena Calling San ica/E911 will not be available if Emeraencv Cabana Servlw/E911 will not be available if Emergency Calling SeMce/E911 will wt be available it. • Your broadbarM/mtemernel connection has failed!or Your broadbandfrllemonnect connection has failed!or Your broadbandrntacameU connection hes failed or is disconnaded is disconnected is dootmoected • Your elaUriwl power is disrupted • Your eledncal power is deal • Yaw electrical power is disrupted • The current loca6w of your handset has not been The current location of your handset has not been • The current location of your handset has not been registered with your service provider registered with your service provider registered with your service provider If you are unable to immediately complete a 911 call, 9 you are unable to immediately complete a 911 call, 9 you are unable to immediately complete a 911 call, PLEASE USE THE EMERGENCY PHONE NEAREST YOU. PLEASE USE THE EMERGENCY PHONE NEAREST YOU. PLEASE USE THE EMERGENCY PHONE NEAREST YOU. WARNING: WARNING: WARNING: E911 Service May be Limited or Not Available E911 Service May be Limited or Not Available E911 Service May be Limited or Not Available Emergency Calling Service/Egl1 will not be available R Emeraencv Calling Service/E911 will not be available d Ememenw Colima Service/E911 will not be available 8: • Your broadbandrntemonned wnnection has failed or • Your broadbandlmtemoral connection has failed or Your braad emblintemon ll connection has failed or is disconnected is disconnected is disconnected • Your electrical power is disrupted Your electrical power is disrupted • Your electrical power is disrupted • The wr enl location of your handset has not been • The anent location of your handset has not been The morel location of your handset has not been registered with your service provider registered with your service provider registered with your service provider If you am unable to immediately complete a 911 call, 9 you are unable to immediately complete a 911 call, 9 you are unable to immediately complete a 911 call, PLEASE USE THE EMERGENCY PHONE NEAREST YOU, PLEASE USE THE EMERGENCY PHONE NEAREST YOU. PLEASE USE THE EMERGENCY PHONE NEAREST YOU. WARNING: WARNING: WARNING: E911 Service May be Limited or Not Available E911 Service May be Limited or Not Available E911 Service May be Limited or Not Available Emergency Calling Service/E911 will not be available F Emergency Calling Semce/E911 will not be available R Emergency,Calling Service/E911 will not be available g: • Your broedbandlnlemonnect connection has failed or Your broadharnm erconnect connection has failed or Your broadband/inlemonnect connection has failed or is disconnected is disconnected is disconnected • Your electrical power is disrupted • Your electrical power is disrupted • Your electrical power is disrupted • The anent location of your handset has not been The morel location of your handset has not been • The anent location of your handset has not been regional with your service provider registered with yaw servica Provider registered with your service provider 9 you are unable to immediately complele a 911 call, H you are unable to immediately complete a 911 call, 9 you are unable to immediately complete a 911 call, PLEASE USE THE EMERGENCY PHONE NEAREST YOU. PLEASE USE THE EMERGENCY PHONE NEAREST YOU. PLEASE USE THE EMERGENCY PHONE NEAREST YOU. WARNING: WARNING: WARNING: E911 Service May be Limited or Not Available E911 Service May be Limited or Not Available E911 Service May be Limited or Not Available Ememenw Callino Servica/E911 will not be available R Enrol Calling Service/E911 will not be available R Ememencv Calling Service/E911 will not be available a • Your broadbandlmlercannect wnnection has failed or Your broadband(mterwnned wnnection has failed or • Your broadbandlinlemonnect connection has failed or is disconnected is tlismonected is disconnected • Your electrical power is dismal • Your aleddwi Power is disrupted • Your electrical power is disrupted • The moral location of your handset has not been • The current location of your handset has not been • The moment location of your handset has net been registered with Vow servico provider registered with yaw service provider registered with your service provider d you are unable to immediately complete a 911 call, H you are unable to immediately wmplete a 911 call, If you are unable to immediately complete a 911 call, PLEASE USE THE EMERGENCY PHONE NEAREST YOU. PLEASE USE THE EMERGENCY PHONE NEAREST YOU. PLEASE USE THE EMERGENCY PHONE NEAREST YOU. WARNING: WARNING: WARNING: E911 Service May be Limited or Not Available E911 Service May be Limited or Not Available E911 Service May be Usafted or Not Available Ememenov Cellina Ser me/E911 will not be available H Emeroenw Callina Serviw/E911 will not be available if. Emwaencv Callino Service/E911 will not be available d: Your broadbandlintemonnecl connection has failed or Your broedbandlnterwnnecl wnnection has failed or Your broadbandlnterwnnect wnnaclion has failed or is disconnected a disconnected is disconnected • Your electrical Power is disrupted • Your eleddcal Power is disrupted • Your signal power is d srupled • The current location of your handset has not been The morel location of your handset has net been The moment location of your handset has not been registered with yaw service provider registered with your service provider, registered with your service provider 9 you are unable to immediately complete a 911 call, If you are unable to immediately complete a 911 call, H you are unable to immediately complete a 911 call, PLEASE USE THE EMERGENCY PHONE NEAREST YOU. PLEASE USE THE EMERGENCY PHONE NEAREST YOU. PLEASE USE THE EMERGENCY PHONE NEAREST YOU. Page B of 11 C Level 3 Communications, LLC.All rights reserved. Proprietary and Confidential MASTER SERVICE AGREEMENT SERVICE SCHEDULE LEVEL 30 DEDICATED INTERNET ACCESS SERVICE(DIA) (Version Issue Date: March 26,2012) 1. Service Description. DIA is a dedicated Internet service providing access to the Level 3 IP network and the global Internet, available through Serial/POS and Ethernet interfaces. Level 3 provisions DIA service on two networks, identified as:AS 3356 (Level 3) and/or AS 3549 (Global Crossing). Where DIA is purchased in connection with Level 3 VoIP Services, Level 3 voice packets will be prioritized over other packets, unless otherwise agreed. DIA services may not be resold to third parties without Level 3's prior written consent reflected in an amendment hereto. As used herein,the following definitions apply: "Back-Up Port" shall mean any DIA Service port other than the Primary Port that is configured to send/receive traffic only in the event the applicable Primary Port becomes unavailable to send/receive traffic. The Back-Up Port must be identified as such in the applicable Customer Order and provisioned on a Level 3 router or switch (within the same Level 3 facility)that is separate from the Primary Port. Requests for backup ports will be handled on an individual case basis and are not standard. 'EK"means end to end,and includes the On-Net Port and Off-Net Access components of Services,taken together. "On-Net"means Service provided entirely on the network owned(or operated and controlled) by Level 3 between two locations that are served directly by Level 3 owned (or operated and controlled) fiber and Level 3 owned equipment. Services that are not On-Net are Off-Net. "Primary Port"shall mean any DIA Service port that is configured to send/receive traffic during normal network operations, as identified in the applicable Customer Order. 2. Managed Router Service (Option). Where Ordered by Customer, Managed Router Service ("MRS") provides for Internet access Customer Premises Equipment ("CPE") management by Level 3. Operational management responsibility, including management of the logical configuration of Customer provided CPE, is assigned solely to Level 3 where MRS is ordered. 3. Charges. DIA Services are charged using one of the following billing options, as set forth in each Order. Fixed Rate Ootion. Customer is billed a non-recurring installation charge per port plus a fixed recurring charge per month. CDR/ACDR Option (Burstable). Customer is billed a non-recurring installation charge per port, a monthly recurring charge based on Customers Committed Data Rate plus monthly usage charges to the extent monthly usage exceeds Customer's Committed Data Rate. "Committed Data Rate"means the number of Mbps per month committed to by Customer as stated in the Order. Per port usage of DIA (both send and receive traffic)will be sampled by Level 3 every 5 minutes for the previous 5 minute period. At the end of each month, the top 5%of send and receive traffic samples will be discarded, and the higher of the resulting 95th percentile value for send or receive traffic for such port will be compared to the applicable Committed Data Rate. If the compared 95" percentile measurement is higher than the Committed Data Rate,Customer will be billed for its Committed Data Rate plus this 95r percentile measurement for any usage in excess of the Committed Data Rate. CDRs may be aggregated across multiple ports(an ACDR)as stated in the Order. 4. IP Addresses and Domain Names. If Level 3 assigns Customer an IP address, such IP address shall revert to Level 3 upon expiration or termination of Service, and Customer shall cease using such address. If Level 3 obtains a domain name for Customer, Customer will own such domain name and shall be responsible for: a) paying all fees relating thereto; b) complying with legal or other requirements imposed by the domain name registration authority; c) modifying the mapping of the domain name to the new provider if Customer changes service providers; and d) all third party claims (including claims for intellectual property infringement) relating thereto, including where brought against Level 3. 5. Service Levels. (a) Installation Service Level. Level 3 will exercise commercially reasonable efforts to install any DIA Service on or before the Customer Commit Date for the particular DIA Service. This Installation Service Level shall not apply to Customer Orders that contain incorrect information supplied by Customer or Customer Orders that are altered at Customer's request after submission and acceptance by Level 3. In the event Level 3 does not meet this Installation Service Level for a particular DIA Service for reasons other than an Excused Outage, Customer will be entitled to a service credit for each day of delay equal to either (i) for DIA Service billed on an Aggregate CDR basis, the charges for one (1) day of the pro rata share of the monthly recurring charges ("MRC") associated with the Aggregate CDR for the affected DIA Service port(s) (pro-rated based on the number of total ports that contribute to such Aggregate CDR) or (ii) for DIA Service with any other manner of billing, the charges for one (1)day of the allocated port MRC for the affected DIA Service Portia), in each case up to a monthly maximum credit of ten (10)days. (b) Availability. The Availability Service Level for DIA is 99.98% for Standard Service and 99.99%for Protected Service, provided that the Availability Service Level for DIA Service with any Off-Net (E2E) is 99.9%. Standard Service is configured with a single Primary Port and no Back Port. Protected Service is configured with both a Primary Port and a Back Up Port. Service is unavailable(except in the case of an Excused Outage) if: (1) in the case of Standard Service, the Primary Port cannot send or receive traffic, or (ii)in the case of Protected Service, both the Primary Port and the Back Up Port are unable to send or receive traffic. If credits are due under this Service Level, no other Service Level agreements apply to the same event. If DIA Page 9 of 11 ©Level 3 Communications, LLC.All rights reserved. Proprietary and Confidential MASTER SERVICE AGREEMENT Service is unavailable, Customer will be entitled to a service credit off of the port MRC for the affected DIA port based on the cumulative unavailability of the port in a given calendar month as set forth below: For Standard Service: Cumulative Unavailability Service Level Credit Jin hrs:mins:secs 00:00:01 —00:10:00 No Credit 00:10:01—00:45:00 5% 00:45:01—04:00:00 10% 04:00:01 —08:00:00 20% 08:00:01 —12:00:00 30% 12:00:01 —16:00:00 40% 16:00:01 —24:00:00 50% 24:00:01 or greater 100% For Protected Service: Cumulative Unavailability Service Level Credit in hrs•m s:secs 00:00:01 —00:05:00 No Credit 00:05:01—00:45:00 '15% 00:45:01—04:00:00 35% 04:00:01 —08:00:00 50% 08:00:01 —12:00:00 75% 12:00:01 or greater 100% For E2E Service(i.e. Service with any Off-Net component) Cumulativeprice. vel C ` Unavailability in hrs•mins ecs 00:00:01—00:43:00 No Credit 0:43:01—04:00:00 10% 04:00:01 —12:00:00 30% 12:00:01+ 1 50% (c) Packet Delivery. The packet delivery objective is 99.95%. Packet delivery is measured as the average number of IP packets transiting the Level 3 network that are delivered to the intended destination on the Level 3 network. Measurements are over a calendar month, and performance statistics for this SLA can be found on Level 3's customer portal. If packet delivery exceeds these objectives except as the result of an Excused Outage, Customer will be entitled to a service credit off of the port MRC for the affected DIA port as set forth below: Packet Delivery below Service Level Credit Objective 99.949%-99% 10% 98.99%-96% 30% 95.99%or less 50% (d) Delay(Latency). Level 3 commits to an average(in a calendar month)latency between the Internet access routers of no more than the latency figures in the table below, depending on which network the Service is provided. If delay exceeds these objectives, except as the result of an Excused Outage, Customer will be entitled to a service credit off of the port MRC for the affected DIA port as set forth below: Note: Although Level 3 has completed its acquisition of Global Crossing, the networks that each company operated have not been fully integrated and as such services may be ordered and provisioned on either Level 3 network AS 3356 or Global Crossing network AS 3549. For Services provisioned on Level 3 network (AS3356) the delay measurement is calculated as an average one way latency between Internet routers within each region and between regions connected to AS 3356. For Services provisioned on Global Crossing network (AS 3459) the delay measurement is calculated as an average round trip latency between Internet routers within a region and between regions connected to AS 3549. Page 10 of 11 0 Level 3 Communications,LLC.All rights reserved. Proprietary and Confidential MASTER SERVICE AGREEMENT Route Level 3 AS 3549 GC(round AS 3356(one-way) —tri Within the North American Network[Intra-N.America] <25 ms <50 ms` European Network to North American Network <40 ms <80 ms" Wdhin the European Network[Intra-Europe] <15 ms <35 ms Within the Asia Network[Intra-Asia] N/A < 110 ms Within the LATAM Network[Intra-LATAM, excluding Mexico City] N/A < 120 ms Asian Network to European Network N/A <345 ms" Asian Network to North American Network N/A < 185 ms'" Asian Network to LATAM Network[excluding Mexico City] N/A <315 ms" European Network to LATAM Network[excl. Mexico City] N/A <210 ms*" North American Network to LATAM Network[excl. Mexico City] N/A < 140ms«" *Add 90ms from/to the Mexico IP Hub on GC network. Plus the applicable latency parameter for the region in which the applicable Customer Site is located Delay Exceeding Objective Service Level Credit A-10 ms 10% 10.1-25 ms 30% 25.1 ms or greater 50% 6. Chronic Outage. Customer may elect to terminate an affected DIA Service prior to the end of the Service Term without termination liability if,for reasons other than an Excused Outage: (1) For Standard Service,such Standard Service is unavailable(as defined in Section 5(B)above) in any calendar month for: (a)three(3)or more separate occasions of more than twelve(12)consecutive hours each, OR(b)more than forty two(42)hours in the aggregate;or (2) For Protected Service,such Protected Service is unavailable(as defined in Section 5(B)above)in any calendar month for: (a)four(4)or more separate occasions of more than two(2)consecutive hours each OR(b)more than twenty four(24) hours in the aggregate. Customer may only terminate such DIA Service that is unavailable as described above, and must exercise its right to terminate the affected DIA Service under this Section, in writing,within thirty(30)days after the event giving rise to a right of termination hereunder, which termination will be effective as set forth by Customer in such notice of termination. Except for any credits that have accrued pursuant to Section 5,this Section 6 sets forth the sole remedy of Customer for chronic outages or interruptions of any DIA Service. 7. Level 3 arranged Third Party Internet Access: Upon Customer's request, Level 3 may agree to arrange Internet access using third party providers ("Third Party Internet Access"). Access options vary by country and may include access to the Internet via overbooked and/or non-overbooked connections, DSL technology, private leased circuits (fixed or wireless) and/or Satellite. Specific service details (access type, e.g. downstream/upstream speed, customer premises equipment requirements and number of IP addresses) also differ by country. Third Party Internet Access will, if requested by Customer and accepted by Level 3, be provided by third party subcontractor(s) to Level 3; and, accordingly, is provided on an "as is" basis with the limited service level described below. Customer may report faults and/or outages in Third Party Internet Access to Level 3 on a 24x7 basis and Level 3 will contact the applicable third party service provider to effect restoration. Details of any agreed Third Party Internet Access (including pricing and equipment requirements, if any)will be set out in a Customer Order. (A) The Availability Service Level for Third Party Internet Access is 98.0%. For Third Party Internet Access (i) Service Availability is defined as the ability of Customer to deliver IP packets, from Customer port to any Internet destination., (ii) Service unavailability is defined as periods during which Third Party Internet Access is unavailable. Service unavailability is calculated from the time Level 3 opens a trouble ticket on behalf of Customer until Level 3 closes such trouble ticket. (B) Service Level Credit: In the event that Third Party Internet Access becomes unavailable for reasons other than an Excused Outage, Customer will be entitled to a service credit as follows. For the first two hour period(or part thereof)of Service unavailability in excess of 14.9 hours, and for each successive one hour period or part thereof, Customer will be entitled to a credit of(a)ten per cent (10.0%) of the applicable MRC for the applicable month. For the purpose of this Section, 'MRC' means the agreed monthly recurring charge for the Third Party Internet Access provided to the Customer which is the subject of the credit claim. The Service Level Credit stated in this Section 7(8)is Customers sole remedy of Customer for unavailability or interruptions of any Third Party Internet Access. 8. Latin American Services. With respect to Services provided in Latin America, Customer agrees that it (or its local Affiliate) will enter into a separate local country addendum/agreement(as approved by local authorities) ("LCA")with the respective Level 3 Affiliate which provides the local Service(s), containing terms necessary to comply with local laws/regulations, and such Level 3 Affiliate will invoice the Customer(or its local Affiliate) party to the LCA for the respective local Service(s). Page 11 of 11 ®Level 3 Communications, U.C.All rights reserved. Proprietary and Confidential