October 10, 2017

Service Level Agreement (SLA)

Service Level Agreement (SLA)

 

The latest version of this agreement between Subscriber and ZX4 LLC (“Service Provider” herein referred to as ZX4) can be found at http://zx4.com/index.php/aupsla/ and shall be effective upon installation and acceptance of Service as listed on a signed Service Order. Initial pre-payment equal to the sum of first and last month recurring service charges shall be due and payable upon installation and activation of Service. Subscriber hereby acknowledges all service charges are due and payable in advance of services rendered. Services under this agreement shall be provided on a month to month (MTM) basis, and may be terminated at any time by Service Provider or Subscriber upon 30 day prior written notice of the intent to terminate Service. Until ZX4 receives written 30 day intent to cancel by Subscriber, Subscriber shall maintain a prepaid balance equal to one month of recurring service charges at all times. Service shall be subject to temporary suspension if payment on account is not received within 30 days of billing due date. Service restoration upon payment may be subject to a $25 re-connection fee. Subscriber is responsible for the payment of all applicable taxes.

 

All equipment installed by ZX4, on behalf of ZX4, or for ZX4, including but not limited to: radios, towers, cables, mounts, fiber, conduits, innerducts, FDUs, transceivers, etc. shall remain the property of ZX4 and be under the sole control and ownership of ZX4 under the Universal Commerce Code (UCC). Notwithstanding, the Subscriber shall be responsible for reasonable care and protection of the equipment while installed at the Subscriber’s premises, and Subscriber shall pay full retail cost for replacement or repair of Equipment if lost, stolen, damaged, Act of God, vandalism or accidental damages by Subscriber, Landlord/Property Manager, or vendors/contractors working on behalf of Property Owner. Subscriber shall provide (or facilitate with property owner or management) to ZX4 reasonable access to receiving equipment for purposes of network maintenance or upgrades.

 

Services shall be provided via hard wire Ethernet (copper or fiber media as suited for services ordered) and Service shall be a broadband internet connection, utilizing static and universally accessible IP addresses. This connection shall be the hand-off or Demarcation Point between ZX4 and Subscriber’s equipment. No Wi-Fi or direct wireless connectivity to subscriber terminal equipment is provided. Any optional IT or managed services if available shall be provided per terms under separate agreement(s).

 

Subscriber is responsible for all configuration of the subscriber’s router, firewall, switches, or other end-user equipment attached to subscriber’s local network. Any configuration advice or assistance at initial turn-up is provided on a courtesy basis only, and Subscriber is ultimately responsible for configuring or hiring qualified individuals to complete required configuration. Subscriber is responsible for providing equipment capable and suitable for operating at the service level offered. Subscriber acknowledges Services provided herein is an unfiltered,

 

un-monitored connection to the internet. Subscriber is responsible for securing and protecting all equipment and systems on Subscriber’s network against DDoS attacks, computer virus infection, hacking attempts, etc. In the event that Subscriber’s network or attached equipment is compromised or used to attack other systems or otherwise adversely affect ZX4 network and or services, ZX4, at its sole discretion may temporarily deactivate Subscriber’s Service until such time Subscriber has removed and corrected issue(s).

 

Subscriber assumes all risks associated with copyright restrictions, trademark restrictions, confidentiality limitations, trade secrets, patent restrictions or any other intellectual property, tangible or intangible rights associated with all electronic content which is downloaded or uploaded using ZX4 services. Subscriber is expressly prohibited from reselling any services provided hereunder unless expressly authorized by a separate agreement. Subscriber is prohibited from hosting any website dedicated to the sale or dissemination of any unlawful goods or services. The use of these services in connection with any matter or thing, which violates any municipal, state, county or federal law or ordinance is prohibited, and subscriber shall indemnify and hold harmless ZX4 Inc., its officers, directors, shareholders, agents and employees from any and all claims, liabilities, damages or expenses including attorney’s fees, arising out of or resulting from the use by Subscriber of the services provided herein.

 

ZX4 LLC (COLLECTIVELY, “SERVICE PROVIDER”) GUARANTEES SUBSCRIBED BANDWIDTH AT ITS ‘DROP’ (DIRECT CONNECTION TO SUBSCRIBER “DEMARCATION POINT”) ONLY. SERVICE PROVIDER IS NOT RESPONSIBLE IN ANY WAY FOR SETUP, MAINTENANCE OR FUNCTION OF SUBSCRIBER’S NETWORK OR ANY EQUIPMENT PAST THE DROP. SERVICE PROVIDER IS NOT RESPONSIBLE FOR RECORDING OR TRACKING PASSWORDS OF ANY KIND. IF SERVICE PROVIDER SENDS A TECHNICIAN ON SITE FOR ANY REASON OTHER THAN SERVICE PROVIDER’S EQUIPMENT FAILURE – AND THE PROBLEM IS FOUND TO BE WITHIN SUBSCRIBER’S NETWORK – A SERVICE FEE OF $150.00 PER INSTANCE WILL APPLY. SHOULD SUBSCRIBER’S BANDWIDTH FALL BELOW SUBSCRIBED SPEEDS (MEASURED AT THE DROP), SERVICE PROVIDER SHALL BE ALLOWED, UPON NOTIFICATION, A PERIOD OF 7 BUSINESS DAYS, PER INCIDENT, TO CORRECT AND RESTORE BANDWIDTH TO SUBSCRIBED LEVEL.

IF SUBSCRIBED BANDWIDTH CANNOT BE RESTORED (TO THE DROP) AFTER 7 BUSINESS DAYS THE SUBSCRIBER HAS 24 HOURS, PER INCIDENT, TO CANCEL SERVICE FOR THE AFFECTED SERVICES AND/OR PRODUCTS WITH NO FURTHER LIABILITY. IN NO EVENT SHALL PROVIDER BE LIABLE TO ANY CUSTOMER FOR ANY DELAYS IN THE PERFORMANCE OF SERVICES HEREUNDER OR ANY FAILURE TO PERFORM HEREUNDER IF SUCH DELAYS OR FAILURES ARE DUE TO STRIKES, POWER OUTAGES, INCLEMENT WEATHER, ACTS OF GOD, OR OTHER CAUSES BEYOND PROVIDER’S REASONABLE CONTROL. PROVIDER WILL NOT BE RESPONSIBLE FOR PERFORMANCE OF ITS OBLIGATIONS HEREUNDER WHERE DELAYED OR HINDERED DUE TO WAR, RIOTS, EMBARGOES, STRIKES, OR OTHER ACTS OF ITS VENDORS AND

 

SUPPLIERS, CONCEALED ACTS OF WORKMEN (WHETHER OF SERVICE PROVIDER OR OTHERS), VANDALISM OR ACCIDENTS. IF SUCH OCCURRENCE SHOULD CONTINUE FOR MORE THAN 30 DAYS, EITHER PROVIDER OR SUBSCRIBER MAY CANCEL SERVICE FOR THE AFFECTED SERVICES AND/OR PRODUCTS, WITH NO LIABILITY TO EITHER PARTY.

 

IN NO EVENT SHALL PROVIDER BE LIABLE FOR ANY SPECIFIC, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES BASED UPON BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, STRICT TORT OR ANY OTHER LEGAL THEORY. SUCH DAMAGES INCLUDE, BUT ARE NOT LIMITED TO, LOSS OF PROFITS, INDEMNITY, LOSS OF SAVINGS OR REVENUE, COST OF ANY SUBSTITUTE EQUIPMENT, FACILITIES OR SERVICES, DOWNTIME, THE CLAIMS OF THIRD PARTIES, AND INJURY TO PROPERTY. ANY CLAIM OR LEGAL ACTION ARISING OUT OF FAILURE, MALFUNCTION OR DEFECT IN PROVIDER’S SERVICES OR EQUIPMENT, OR ARISING FROM THIS AGREEMENT IN ANY RESPECT, SHALL BE BROUGHT WITHIN A PERIOD OF ONE YEAR FOLLOWING THE OCCURRENCE OF SAID CLAIM OR SAID CLAIM SHALL BE DEEMED WAIVED. SERVICE PROVIDER’S LIABILITY TO SUBSCRIBER HEREUNDER, IF ANY, SHALL IN NO EVENT, EXCEED THE TOTAL AMOUNT SUBSCRIBER HAS PAID TO PROVIDER HERE UNDER. SERVICE PROVIDER DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND TITLE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. SERVICE PROVIDER DOES NOT WARRANT THAT ITS SERVICE WILL BE UNINTERRUPTED, ERROR FREE, OR COMPLETELY SECURE.

 

This Service Level Agreement (“SLA”) describes the level of service that ZX4 will provide to Subscribers and is a part of Subscriber’s Service Order and Terms and Conditions for services. Services are backed by specific service level guarantees as set forth herein.

 

Network Availability Guarantee – 99.99%

 

The ZX4 IP Network, as defined in this section, is guaranteed to be available and capable of forwarding unfiltered IP packets 99.99% of the time, as averaged over a calendar month. The ZX4 IP Network includes the customer’s access port (the port on the ZX4 network upon which the customer’s circuit terminates) and the ZX4 IP backbone network. The ZX4 IP backbone network includes ZX4 owned and controlled routers and circuits (including any transit connections).

 

If the Network Availability Guarantee is not met in a calendar month, the customer will receive a credit of 10% of the Monthly Recurring Charge (MRC) up to 100% for the current month for each full day of outage from the time the outage is reported under this SLA.

 

Please note that if utmost reliability is required multiple links can be established for redundancy.

 

For support issues please email support@ZX4.com if possible from an authorized address. If email is unavailable please call 800-840-5996 x3 and request a ticket be opened for your issue.

 

Your order will not be serviced until Property Owner permission is obtained for any antenna placement, building entry, conduit installation or construction required and the appropriate release form has been signed. It is the Subscriber’s’ responsibility to obtain Property Owner’s approval as well as any required approvals or permits. Additional costs may apply for permits and/or special construction costs. Any installation/completion times offered are estimates only, and ZX4 makes no promises or guarantees as to when installation can or will be completed prior to commencement of engineering and construction.