Managed Router Service

These Managed Router Services Service Level Agreements ("SLAs") apply to Customers of NTT America, Inc.'s ("NTTA") managed router services ("Managed Router Services" or "MRS") (i) utilizing MRS CPE (as defined below) and (ii) receiving internet access services from NTTA in connection with such Managed Router Services. Capitalized terms used but not defined in these SLAs shall have the meanings set forth in the internet access agreement entered into by and between NTTA and Customer. These SLAs provide Customers of NTTA's Managed Router Services with certain rights and remedies regarding the performance by NTTA of such Managed Router Services utilizing MRS CPE and the NTTA Network (as defined below).

  1. Definitions For purposes of these SLAs, the following terms have the meanings set forth below:
    • "NTTA Network" means NTTA owned and operated Internet Protocol (IP) routing infrastructure consisting solely of selected NTTA points of presence at which NTTA has installed measurement devices ("Selected POPs") (i) within the United States and the connections between them within the continental United States, (ii) within Europe and the United States and the Trans-Atlantic connections between such Selected POPs and (iii) within Asia and the United States and the Trans-Pacific connections between such Selected POPs.
    • "Base MRS CPE Fee" means, with respect to each individual piece of MRS CPE, solely the base monthly fee paid by Customer for the MRS portion of the affected individual piece of MRS CPE as determined by NTTA, regardless of whether such Base MRS CPE Fee has been specifically itemized on Customer's NTTA service order form or monthly bill for such services. In any event, the Base MRS CPE Fee excludes all other fees which may be charged to Customer, including, by way of example and not limitation, fees for other pieces of MRS CPE to the extent the same are unaffected by any particular breach of an SLA, other customer premise equipment, set-up fees, fees for bandwidth services on the NTTA Network and/or local loop services and charges for any additional managed services, electricity, extra IP addresses, hourly support and other types of optional additional services.
    • "MRS CPE" means each individual piece of customer premise equipment identified in Customer's NTTA service order form by which the Managed Router Services are ordered which is acquired and supplied to Customer by NTTA as part of the Managed Router Services.
    • "Defective MRS CPE" means a MRS CPE that NTTA determines, in its sole discretion, can not be repaired remotely and requires the shipment of Replacement MRS CPE (as defined below).
    • "Replacement MRS CPE" means a MRS CPE or parts therefor that NTTA determines must be shipped to Customer in order to replace or repair a Defective MRS CPE.
    • "Unavailable" or "Unavailability" means that a MRS CPE cannot be managed or monitored by NTTA as required in connection with the Managed Router Services.

  2. Notification of MRS CPE Unavailability

    NTTA's goal is to notify Customer that MRS CPE is Unavailable within thirty (30) minutes of the time that NTTA makes such determination. Notification will be made to Customer's designated representative via an email or a telephone call. Subject to Sections 6 and 7 hereof, if NTTA fails to notify Customer that MRS CPE is Unavailable within thirty (30) minutes of NTTA making such determination, NTTA will issue a credit to Customer equal to one day's worth (based on a thirty (30) day month) of the Base MRS CPE Fee for such affected MRS CPE.

  3. Time to Repair

    NTTA's goal is to restore service to an Unavailable MRS CPE (other than a Defective MRS CPE) within four (4) hours after NTTA determines the exact cause of such Unavailability. Subject to Sections 6 and 7 hereof, if NTTA fails to restore service to an Unavailable MRS CPE (other than a Defective MRS CPE) within four (4) hours after NTTA determines the exact cause of such Unavailability, NTTA will issue a credit to Customer equal to one day's worth (based on a thirty (30) day month) of the Base MRS CPE Fee for such affected MRS CPE.

  4. MRS CPE Replacement

    NTTA's goal is to ship Replacement MRS CPE to Customer within one (1) business day of NTTA determining that Customer's MRS CPE is Defective MRS CPE. Customer must install Replacement MRS CPE shipped to Customer's premises by NTTA. NTTA's goal is to complete the remote configuration of and to test such Replacement MRS CPE within four (4) hours of receiving notice from Customer (in accordance with confirmation notification instructions provided by NTTA) that the Replacement MRS CPE has been installed at Customer's premises in full conformance with installation instructions provided by NTTA.

    Subject to Sections 6 and 7 hereof, if NTTA fails to (i) ship Replacement MRS CPE to Customer within one (1) business day of NTTA determining that Customer's MRS CPE is a Defective MRS CPE or (ii) complete the remote configuration of and test such Replacement MRS CPE within four (4) hours of receiving proper notice from Customer that the Replacement MRS CPE has been properly installed at Customer's premises, NTTA will, in each case, issue a credit to Customer equal to one day's worth (based on a thirty (30) day month) of the Base MRS CPE Fee for such affected MRS CPE.

  5. MRS CPE Replacement (Customer Responsibility)

    Customer must return Defective MRS CPE to NTTA in a postage paid container provided by NTTA within five (5) business days of receiving the Replacement MRS CPE. NTTA will diagnose the problem associated with the returned Defective MRS CPE. Upon successful diagnosis, NTTA will contact Customer. If the Defective MRS CPE is still under warranty, then NTTA will assist Customer in getting new MRS CPE from the vendor. If the Defective MRS CPE is not under warranty, then it will be the Customer's sole responsibility to pay for any fees associated with fixing the Defective MRS CPE. These fees may include, by way of example and not limitation, fees for replacement parts, line cards, power supplies, memory, and other types of additional repairs. Once Customer purchases the appropriate replacement parts, either through NTTA or a third party, NTTA will make the agreed upon repairs and ship the repaired Defective MRS CPE back to the Customer. Within the repaired Defective MRS CPE package NTTA is shipping to the Customer will be a postage paid mailing label to be used for the return of the Replacement MRS CPE to NTTA. Customer will then have five (5) business days to return the NTTA Replacement MRS CPE. If Customer fails to return the Replacement MRS CPE within the listed time frame, then Customer will be subject to an additional fee equal to the value of the Replacement MRS CPE.

  6. Exceptions

    Notwithstanding anything in these SLAs to the contrary, Customer shall not receive any credits under these SLAs in connection with any failure or deficiency of MRS CPE or the Managed Router Services caused by or associated with:
    1. circumstances beyond NTTA's reasonable control, including, without limitation, acts of any governmental body, war, insurrection, sabotage, embargo, fire, flood, strike or other labor disturbance, interruption of or delay in transportation, unavailability of or interruption or delay in telecommunications or third party services, failure of third party software or inability to obtain raw materials, supplies, or power used in or equipment needed for provision of the MRS;
    2. failure of access circuits to the NTTA Network, unless such failure is caused solely by NTTA;
    3. scheduled maintenance and emergency maintenance and upgrades;
    4. DNS issues outside the direct control of NTTA;
    5. false SLA breaches reported as a result of outages or errors of any NTTA measurement system;
    6. Customer's failure to promptly notify NTTA of any failure of the Managed Router Services of which it becomes aware, including without limitation, the MRS CPE; or
    7. Customer's acts or omissions (or acts or omissions of others engaged or authorized by Customer), including without limitation, any negligence, willful misconduct, or use of the NTTA Network or NTTA services (including the Managed Router Services) in breach of NTTA's terms and conditions governing the provision of such services or NTTA's Acceptable Use Policy.

  7. Credit Request and Payment Procedures

    In order to receive a credit under these SLAs, Customer must make a request therefore by accessing and following the credit request procedures set forth at the SLA Credit Request Form. Each request in connection with a breach of the abovereferenced SLAs in a particular calendar month must be received by NTTA within seven (7) days after the end of such calendar month. Each valid credit will be applied to an invoice of Customer within two billing cycles after NTTA's receipt of Customer's request thereof. Credits are exclusive of any applicable taxes charged to Customer or collected by NTTA.

    Notwithstanding anything in these SLAs to the contrary, the total amount credited to a Customer in connection with a particular piece of MRS CPE in any calendar month shall not exceed, in the aggregate, the Base MRS CPE Fee paid by Customer for such month for such affected MRS CPE.