These VPN Service Level Agreements ("SLAs") apply to Customers of NTT America's ("NTT America") managed virtual private networking services ("VPN Services") (i) utilizing Customer Premise Equipment (CPE) (as defined below) as opposed to a Customer owned or provided security device and (ii) receiving internet access services from NTT America in connection with such VPN Services. These SLAs provide Customers of NTT America VPN Services with certain rights and remedies regarding the performance by NTT America of such VPN Services utilizing CPE and the NTT America Network (as defined below).

1. Definitions

   For purposes of these SLAs, the following terms have the meanings set forth below:

   • "NTT America Network" means A) the NTT America owned and operated Internet Protocol (IP) routing infrastructure consisting of selected NTT America points of presence (POP) at which NTT America has installed measurement devices ("Selected POPs") (i) within the United States and the connections between them in the forty-eight continental United States (the "North American Network"), (ii) within Europe and the United States and the Trans-Atlantic connections between such Selected POPs (the "Trans-Atlantic Network"), (iii) within Asia and the United States and the Trans-Pacific connections between such Selected POPs (the "Trans-Pacific Network"), and (iv) within India and the United States and the Trans-Atlantic connections between such Selected POPs (the "Indian Network") or, B)NTT America designated IP routing infrastructure that is provided by an NTT America partner.
   • "Network Outage" means an instance in which no traffic can pass in or out of the Selected POP through which Customer connects to the NTT America Backbone for more than 15 consecutive minutes.
   • "Latency" means the average time required for round-trip packet transfers between Selected POPs on the selected portions of the NTT America Network during a calendar month, as measured by NTT America.
   • "Packet Loss" means the average percentage of IP packets transmitted between Selected POPs during a calendar month that are not successfully delivered, as measured by NTT America.
   • "Average Jitter" means the average variation in delay for packet transfers between Selected POPs during a calendar month, as measured by NTT America.
   • "Base CPE Fee" means, with respect to each individual piece of CPE, solely the base monthly fee paid by Customer for such individual piece of CPE as determined by NTT America, regardless of whether such Base CPE Fee has been specifically itemized on Customer's NTT America service order form or monthly bill for such services. In any event, the Base CPE Fee excludes all other fees which might be charged to Customer, including, by way of example and not limitation, fees for other pieces of CPE to the extent the same are unaffected by any particular breach of an SLA, set-up fees, fees for bandwidth services on the NTT America 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.
   • "CPE" means each individual piece of customer premise equipment identified in Customer's NTT America service order form by which the VPN Services are ordered which is acquired and supplied to Customer by NTT America as part of the VPN Services.
   • "Defective CPE" means a CPE that NTT America determines, in its sole discretion, can not be repaired remotely and requires the shipment of Replacement CPE (as defined below).
   • "Replacement CPE" means a CPE or parts therefore that NTT America determines must be shipped to Customer in order to replace or repair a Defective CPE.
   • "Unavailable" or "Unavailability" means that a CPE can not be managed or monitored by NTT America as required in connection with the VPN Services.
2. NTT America Network Guarantee

   NTT America goal is to have the NTT America Networks free of Network Outages 100% of the time, excluding the Indian Network. NTT America goal is for the Indian Network to be free of Network Outages 98% of the time. Subject to Sections 9 and 10 hereof, NTT America will issue a credit to Customer for Network Outages in an amount equal to one day's worth (based on a thirty (30) day month) of the Base Fee paid by Customer, multiplied by each hour (or portion thereof rounded to the next hour) for the cumulative duration of such Network Outages during a particular month.

3. NTT America Network Latency

   NTT America goal is to keep Latency on the NTT America Network to (i) 70 milliseconds or less for the North American Network, (ii) 150 milliseconds or less for the Trans-Atlantic Network, (iii) 300 milliseconds or less for the Trans-Pacific Network, and (iv) 380 milliseconds or less for the Indian Network. Subject to Sections 9 and 10 hereof, if Latency on the North American Network, the Trans-Atlantic Network, the Trans-Pacific Network, or the Indian Network, as applicable, for a calendar month exceeds the time frame set forth above for the applicable portion of the NTT America Network, NTT America will issue a credit to Customer equal to one day's worth (based on a thirty (30) day month) of the Base Fee paid by Customer for such month.

   The terms of this NTT America Network SLA related to Latency will take effect the first full calendar month after Customer's first use of the NTT America Network.

4. NTT America Network Packet Loss

   NTT America goal is to keep Packet Loss on the NTT America Network to (i) 0.1% or less for the North American Network, (ii) 1.0% or less for the Trans-Atlantic Network, (iii) 1.0% or less for the Trans-Pacific Network, and (iv) 1.0% or less for the Indian Network. Subject to Sections 9 and 10 hereof, if Packet Loss on the NTT America Network exceeds these thresholds during a calendar month, NTT America will issue a credit to Customer equal to one day's worth (based on a thirty (30) day month) of the Base Fee paid by Customer for such month.

   The terms of this NTT America Network SLA relating to Packet Loss will take effect the first full calendar month and Customer's first use of the NTT America Network.

5. Average Jitter

   NTT America goal is to keep Average Jitter on the NTT America Network to (i) 1 millisecond or less on the North American Network, (ii) 5 milliseconds or less on the Trans-Atlantic Network, (iii) 10 milliseconds or less on the Trans-Pacific Network, and (iv) 15 milliseconds or less on the Indian Network. Subject to Section 9 and 10 hereof, if Average Jitter on the North American Network, the Trans-Atlantic Network, the Trans-Pacific Network, or the Indian Network, as applicable, for a calendar month exceeds the time frame set forth above for the applicable portion of the NTT America Network, NTT America will issue a credit to Customer equal to one day's worth (based on a thirty (30) day month) of the Base Fee paid by Customer for such month.

   The terms of this NTT America Network SLA relating to Average Jitter will take effect the first full calendar month and Customer's first use of the NTT America Network.

6. Notification of CPE Unavailability

   NTT America goal is to notify Customer that a CPE is Unavailable within fifteen (15) minutes of the time that NTT America makes such determination. Notification will be made to Customer's designated representative via an email, page or telephone call. Subject to Sections 9 and 10 hereof, if NTT America fails to notify Customer that a CPE is Unavailable within fifteen (15) minutes of NTT America making such determination, NTT America will issue a credit to Customer equal to one day's worth (based on a thirty (30) day month) of the Base CPE Fee for such affected CPE.

7. Time to Repair

   NTT America goal is to restore service to an Unavailable CPE (other than a Defective CPE) within four (4) hours after NTT America determines the exact cause of such Unavailability. Subject to Sections 9 and 10 hereof, if NTT America fails to restore service to an Unavailable CPE (other than a Defective CPE) within four (4) hours after NTT America determines the exact cause of such Unavailability, NTT America will issue a credit to Customer equal to one day's worth (based on a thirty (30) day month) of the Base CPE Fee for such affected CPE.

8. CPE Replacement

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

   Subject to Sections 9 and 10 hereof, if NTT America fails to (i) ship Replacement CPE to Customer within one (1) business day of NTT America determining that Customer's CPE is a Defective CPE or (ii) complete the remote configuration of and test such Replacement CPE within four (4) hours of receiving proper notice from Customer that the Replacement CPE has been properly installed at Customer's premises, NTT America 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 CPE Fee for such affected CPE.

9. 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 a CPE or the VPN Services caused by or associated with: (a) circumstances beyond NTT America 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 SLAs; (b) failure of access circuits to the NTT America Network, unless such failure is caused solely by NTT America; (c) failure of equipment of Customer (i.e., equipment not supplied by NTT America) used in connection with the VPN Services; (d) scheduled maintenance and emergency maintenance and upgrades; (e) DNS issues outside the direct control of NTT America; (f) false SLA breaches reported as a result of outages or errors of any NTT America measurement system; (g) Customer's failure to promptly notify NTT America of any failure of the VPN Services of which it becomes aware, including without limitation, the CPE; (h) Customer's handling of the CPE other than as provided in NTT America terms and conditions; or (i) Customer's failure to install and maintain in operation an analog line for out of band access and other acts or omissions of Customer (or acts or omissions of others engaged or authorized by Customer), including without limitation, any negligence, willful misconduct, or use of the NTT America Network or NTT America services (including the VPN Services) in breach of NTT America terms and conditions governing the provision of such services or NTT America Acceptable Use Policy.

10. 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 above-referenced SLAs in a particular calendar month must be received by NTT America within seven (7) days after the end of such month. Each valid credit will be applied to an invoice of Customer within two billing cycles after NTT America receipt of Customer's request therefore. Credits are exclusive of any applicable taxes charged to Customer or collected by NTT America.

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