NN Network and Server SLA Terms and Conditions

1. Application of Netelligent Networks SLA
The Netelligent Networks Service Level Agreements (SLAs) provide Customer with certain rights and remedies regarding the performance of the network infrastructure of Netelligent Networks, as will be defined below.


2. Definitions
For purposes of the Netelligent Networks SLAs, the following terms have the meanings set forth below:

   ¬ "Latency" means the average time required for round-trip packet transfers between Selected POPs on the selected portions of the Netelligent Networks network during a calendar month, as measured by Netelligent Networks.

   ¬ "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 Netelligent Networks.

   ¬ "Base Fee" consists solely of the base monthly fee paid by Customer for the affected Netelligent Networks service and excludes all other fees which might be charged to Customer, including, by way of example and not limitated to, set-up fees, fees for local loop, space rental fees, charges for additional services such as managed services, incremental bandwidth usage or hard drives beyond that which is available without additional charge under Netelligent Networks standard rates, hourly support charges and other types of optional additional services.


3. Summary of Netelligent Networks SLAs
As described in more detail below, the Netelligent Networks SLAs provide commitments based upon goals in three key areas:

   ¬ the Netelligent Networks available to Customer free of Network Outages, referred to as network uptime, is no less than 99.99% of the time.

   ¬ Latency of the Netelligent Networks of (i) 60 milliseconds or less for the North American Network, (ii) 90 ms or less for the Trans-Atlantic Network and (iii) 100 ms or less for the Trans-Pacific Network.

   ¬ Packet Loss of the Netelligent Networks of 0.5% or less.


4. Netelligent Networks Availability
Netelligent Networks' goal is to make the Netelligent Networks available to Customer free of Network Outages 99.99% of the time.


5. Netelligent Networks Latency
Netelligent Networks' goal is to keep Latency on the Netelligent Networks to (i) 60 milliseconds or less for the North American Network, (ii) 90 ms or less for the Trans-Atlantic Network and (iii) 100 ms or less for the Trans-Pacific Network.

Subject to Sections 9 below, if Latency on the North American Network, the Trans-Atlantic Network or the Trans-Pacific Network, as applicable, for a calendar month exceeds the time frame set forth above for the applicable portion of the Netelligent Networks, Netelligent Networks will issue a credit to Customer equal to one day's worth of the Base Fee paid by Customer for such month.

The terms of this Netelligent Networks SLA related to Latency will take effect the first full calendar month after Customer's first use of the Netelligent Networks, and receipt of payment for said use.


6. Netelligent Networks Packet Loss
Netelligent Networks' goal is to keep Packet Loss on the Netelligent Networks to 0.5% or less.

The terms of this Netelligent Networks SLA relating to Packet Loss will take effect the first full calendar month after Customer's first use of the Netelligent Networks Server, and receipt of payment for said use.


7. Exceptions
Netelligent Networks cannot be held liable for server downtime or data loss in any circumstance unless due to direct negligence including but not limited to the following circumstances:

   1. circumstances beyond Netelligent Networks reasonable control, including, without limitation, acts of any governmental body, war, insurrection, sabotage, embargo, fire, flood, strike or other labour 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, Act of God, supplies, or power used in or equipment needed for provision of the Netelligent Networks SLAs;

   2. failure of access circuits to the Netelligent Networks, unless such failure is caused solely by Netelligent Networks;

   3. scheduled maintenance and emergency maintenance and upgrades;

   4. DNS issues outside the direct control of Netelligent Networks;

   5. false SLA breaches reported as a result of outages or errors of any Netelligent Networks measurement system; or

   6. Customer's acts or omissions (or act or omissions of others engaged or authorized by Customer), including without limitation, any negligence, wilful misconduct, or use of the Netelligent Networks or Netelligent Networks services in breach of Netelligent Networks Terms and Conditions of Service or Netelligent Networks Acceptable Use Policy.