Exhibit 10.3
Agreement #____________
IMPSAT
ImpSat USA IP-Internet Backbone & Co-location Service Agreement
1. Service Coverage for: El SITIO USA.
2. (Customer) Billing Address: 0000 Xxxx Xxxxxx Xxxxx, Xxxxx 000, Xxxxx, XX
00000
IP-Internet Backbone
U.S. Customer: Service Location ImpSat Teleport Wilton Manors X Piscataway ___
Location Houston ____
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Street 0000 Xxxx Xxxxxx Xxxxx
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Xxxx/Xxxxx Xxxxx, Xxxxxxx
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Telephone (000) 000-0000
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Facsimile (000) 000-0000
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Attention Xxxxxx Xxxxxxxxxx
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Non-U.S. Customer: Service Location
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Xxxxxx Xxxxxxx Xxxxxxxx 000 0xx.X
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Xxxx/Xxxxx 0000-Xxxxxx Xxxxx. Xxxxxxxxx
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Telephone 00-00-0000-0000
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Facsimile 00-00-0000-0000/4343-9122
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Attention Xxxxxxx Xxxxxxx
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B. Transmission Rate: 4,096 Kbps
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C. Type of Service: |X| IP-Internet Backbone & Co-location
|_| CIR ______ PVC _____
Note: The transmission rate is equivalent to the Internet Backbone Access
Guaranteed Bandwidth provided to the customer. ImpSat USA will also provide
co-location for customer's equipment hosted in 3 1/2 racks and 7 x 24 monitoring
service.
3. Service Term: 36 Months, beginning on the date of service acceptance.
4. INTERNET Electronic Mail Address for Notice of Acceptance Certification:
INTERNET electronic mail address to which IMPSAT USA is certification that
the circuit is ready (in accordance with Section 1 on page 2 of this
Agreement.
E-mail Address: xxxxxxxx@xxxxxxx.xxx.xx
5. Price Schedule: (not including any fees, charges, taxes, and/or
withholdings including but not limited to contributions to universal
service mechanisms)
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Monthly Recurring Charges:
Communications Service $ 6,240.00
Non-Recurring Charges:
Engineering, Installation, & Commissioning: $ 0.00
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6. Signature - By signing below, Customer requests the provision of the
services described herein for the specified term. IMPSAT USA agrees to
those services for the specified term, and Customer agrees to the Terms
and Conditions and Conditions of Service, installation, and Maintenance on
pages 2,3,4 and 5.
Customer ImpSat USA, Inc.
Signed ____________________________ __________________________
Name (Print)_______________________ __________________________
Title _____________________________ __________________________
Date ______________________________ __________________________
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Agreement #____________
impsat
TERMS AND CONDITIONS
IMPSAT USA and Customer agree that this Service Agreement shall be
governed by the following terms and conditions
1. Service Acceptance
Acceptance of service shall be deemed to occur upon IMPSAT USA's
certification that service related equipment and service has been
installed and upon certification of the service by Customer. For each
such service, Customer shall provide an INTERNET electronic mail address
to which IMPSAT USA shall send such certification. Certification of the
service by Customer shall be deemed to have occurred twenty-four (24)
hours after certification is sent by IMPSAT USA unless Customer certifies
in writing to IMPSAT USA within that period that the service is
experiencing a high rate of errors and provides evidence thereof. If
Customer does not accept the service, IMPSAT USA shall retest the service
and equipment for a period of (24) hours. If service is found to be
acceptable, and/or is determined that the problem exists in the Customers
equipment, IMPSAT USA, shall then have the right to commence billing for
the service as of the original certification date.
2. Price Schedule (not including taxes applicable in each country). The
prices for the communications services shall be as set forth in the
Service Agreement on page 1 for each service and each term of service
stated therein. These prices are in U.S. dollars and are net to IMPSAT USA
in all cases. Customer shall be responsible for the payment of any and all
applicable fees, charges, taxes, and/or withholdings including, but not
limited to contributions to Universal Service support mechanisms on the
service at the time of invoice by IMPSAT USA and its affiliates providing
service at the non-USA service sites.
3. Termination by Customer. Customer may terminate Service upon sixty (60)
days written notice to IMPSAT USA's corporate office, computed from the
date of receipt by IMPSAT USA of the notice. The termination of this
Agreement for any reason shall extinguish all of IMPSAT USA's obligations
to provide, and Customer's obligations to accept IMPSAT USA service but
shall not relieve either party of any remaining obligations that are
applicable under this Agreement.
4. Payment Schedule A. Non-recurring charge shall be invoiced 100% within
five (5) working days of Agreement signature and 50% within five (5)
working days of acceptance of service. Customer shall pay invoiced amount
in full within ten (10) calendar days of the invoice date. B. The monthly
recurring charge will be invoiced at the beginning of each month for
service beginning on the first (1st) day of same month Customer
shall pay this invoice in full no later than the 15th of each month. C.
Payments not made as provided in Clauses 4A, 4B, shall accrue interest at
the rate of one and one-half percent (1.5%) per month, or at the highest
rate allowed by law, whichever is less, from the invoice date until paid.
Failure of Customer to pay any amounts when due shall constitute
sufficient cause for IMPSAT USA to terminate service to Customer under
this Agreement.
5. Renewal and Cancellation of Service After Expiration of Agreement At
the end of the Agreement term, service will be automatically renewed for a
like period unless Customer signs a new service Agreement or cancels the
service in writing as provided herein at least sixty (60) days prior to
the expiration of the service period. The rate for service shall be at the
price and on the terms and conditions of IMPSAT USA then in effect at the
time of renewal.
6. Confidential Information
6.1 Confidential Information. Each party acknowledges that it will have
access to certain confidential information of the other party concerning the
other party's business, plans, customers, technology, and products, including
the terms and conditions of this Agreement ("Confidential Information").
Confidential Information will include, but not be limited to, each party's
proprietary software and Customer information. Each party agrees that it will
not use in any way, for its own account or the account of any third party,
except as expressly permitted by this Agreement, nor disclose to any third
party (except as required by law or to that party's attorneys, accountants
and other advisors as reasonably necessary), any of the other party's
Confidential Information and will take reasonable precautions to protect the
confidentiality of such information.
6.2 Exceptions. Information will not be deemed Confidential Information
hereunder if such information: (i) is known to the receiving party prior to
receipt from the disclosing party directly or indirectly from a source other
than one having an obligation of confidentiality to the disclosing party;
(ii) becomes known (independently of disclosure by the disclosing party) to
the receiving party directly or indirectly from a source other than one
having an obligation of confidentiality to the disclosing party;
(iii) becomes publicly known or otherwise ceases to be secret or
confidential, except through a breach of this Agreement by the receiving
party; or (iv) is independently developed by the receiving party.
7. Representations and Warranties
7.1 Warranties by Customer.
(a) Customer Equipment. Customer represents and warrants that it owns
or has the legal right and authority, and will continue to own or maintain
the legal right and authority during the term of this Agreement, to place and
use the Customer Equipment as contemplated by this Agreement. Customer
further represents and warrants that its placement, arrangement, and use of
the Customer Equipment in the Internet Data Centers comply with the Customer
Equipment Manufacturer's environmental and other specifications.
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Agreement #____________
impsat
(b) Customer's Business. Customer represents and warrants that
Customer's services, products, materials, data, information and Customer
Equipment used by Customer in connection with this Agreement as well as
Customer's and its permitted customers' and users' use of the Internet Data
Center Services (collectively, "Customer's Business") does not as of the
Installation Date, and will not during the term of this Agreement operate in
any manner that would violate any applicable law or regulation.
(c) Breach of Warranties. In the event of any breach, or reasonably
anticipated breach, of any of the foregoing warranties, in addition any other
remedies available at law or in equity, IMPSAT USA will have the right
immediately, in IMPSAT USA's sole discretion, to suspend any related Internet
Data Center Services if deemed reasonably necessary by IMPSAT USA to prevent
any harm to IMPSAT USA and its business.
7.2 Warranties and Disclaimers by IMPSAT USA.
7.2 (a) Service Level Warranty. In the event Customer experiences any
of the following and IMPSAT USA determines in its reasonable judgment that
such inability was caused by IMPSAT USA's failure to provide Internet Data
Center Services for reasons within IMPSAT USA's reasonable control and not as
a result of any actions or inaction of Customer or any third parties
(including Customer Equipment and third party equipment), IMPSAT USA will,
upon Customer's request in accordance with paragraph (iii) below, credit
Customer's account as described below:
(i) Inability to Access the Internet (Downtime). If Customer is
unable to transmit and receive information from IMPSAT USA's Internet Data
Centers (i.e., IMPSAT USA's LAN and WAN) to other portions of the Internet
because IMPSAT USA failed to provide the Internet Data Center Services,
IMPSAT USA will credit Customer's account the pro-rata connectivity charges
(i.e., all bandwidth-related charges) according to the table below. IMPSAT
USA's scheduled maintenance of the Internet Data Centers and Internet Data
Center Services, shall not be deemed to be a failure of IMPSAT USA to provide
Internet Data Center Services. IMPSAT USA must notify the Customer of any
maintenance or related tasks that may cause a service downtime. Any service
interruption without a prior notification shall be deemed to be failure of
IMPSAT USA. For purposes of the foregoing, "unable to transmit and receive"
shall mean sustained packet loss in excess of 50% based on IMPSAT USA's
measurements.
Total Monthly Outage Time Service credit percentage
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Less than or equal to 1 hour 5%
Greater than one hour 10%
Greater than two hours 20%
(ii) Packet Loss and Latency. IMPSAT USA does not proactively
monitor the packet loss or transmission latency of specific customers. IMPSAT
USA does, however, proactively monitor the aggregate packet loss and
transmission latency within its LAN and WAN. In the event that IMPSAT USA
discovers (either from its own efforts or after being notified by Customer)
that Customer is experiencing packet loss in excess of one percent (1%)
("Excess Packet Loss") or transmission latency in excess of 120 milliseconds
round trip time (based on IMPSAT USA'S measurements) between IMPSAT USA
Internet Data Centers and the Internet Backbone (collectively, "Excess
Latency," and with Excess Packet Loss "Excess Packet Loss/Latency"), and
Customer notifies IMPSAT USA (or confirms that IMPSAT USA has notified
Customer), IMPSAT USA will take all actions necessary to determine the source
of the Excess Packet Loss/Latency.
(A) Time to Discover Source of Excess Packet Loss/Latency;
Notification of Customer. Within two (2) hours of discovering the existence
of Excess Packet Loss/Latency, IMPSAT USA will determine whether the source
of the Excess Packet Loss/Latency is limited to the Customer Equipment and
the IMPSAT USA equipment connecting the Customer Equipment to IMPSAT USA'S
LAN ("Customer Specific Packet Loss/Latency"). If the Excess Packet
Loss/Latency is not a Customer Specific Packet Loss/Latency, IMPSAT/ USA will
determine the source of the Excess Packet Loss/Latency within two (2) hours
after determining that it is not a Customer Specific Packet Loss/Latency. In
any event, IMPSAT USA will notify Customer of the source of the Excess Packet
Loss/Latency within sixty (60) minutes after identifying the source.
(B) Remedy of Excess Packet Loss/Latency. If the Excess Packet
Loss/Latency remedy is within the sole control of IMPSAT USA, IMPSAT USA will
remedy the Excess Packet Loss/Latency within two (2) hours of determining the
source of the Excess Packet Loss/Latency. If the Excess Packet Loss/Latency is
caused from outside of the IMPSAT USA LAN or WAN, IMPSAT USA will notify
Customer and will use commercially reasonable efforts to notify the party(ies)
responsible for the source and cooperate with it(them) to resolve the problem as
soon as possible.
(C) Failure to Determine Source and/or Resolve Problem. In the
event that IMPSAT USA is unable to determine the source of and remedy the Excess
Packet Loss/Latency within the time periods described above (where IMPSAT USA
was solely in control of the source), IMPSAT USA will credit Customer's account
the pro-rata connectivity charges according to the table below after the time
period described above that it takes IMPSAT USA to resolve the problem.
Time passed Service Credit percentage
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Less than or equal to two hours 5%
Greater than two hours 10%
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Agreement #____________
impsat
(iii) Customer Must Request Credit: To receive any of the credits
described in this section 5.2(a), Customer must notify IMPSAT USA within
three (3) business days from the time Customer becomes eligible to receive a
credit. Failure to comply with this requirement will waive Customer's right
to receive a credit.
(iv) Remedies Shall Not Be Cumulative: Maximum Credit: In the
event that Customer is entitled to multiple credits hereunder arising from
the same event, such credits shall not be cumulative and Customer shall be
entitled to receive only the maximum single credit available for such event.
A credit shall be applied only to the month in which there was the incident
that resulted in the credit. Customer shall not be eligible to receive any
credits for periods in which Customer received any Internet Data Center
Services free of charge.
(A) Service credits issued in any month under this Service
Level Guarantee under this Agreement will not exceed 30%
of the monthly recurring charges.
(B) Service credits issued during a Contract Year under this
Service Level Guarantee under this Agreement will not
exceed 20% of Customer's Services invoiced during
the Contract Year.
(v) Termination Option for Chronic Problems: If, in any single
calendar month, Customer would be able to receive credits resulting from
three (3) or more events during such calendar month or, if any single event
entitling customer to credits under paragraph 5.2(a)(i) exists for a
period of twelve (12) consecutive hours, then, Customer may terminate this
Agreement for cause and without penalty by notifying IMPSAT USA within five (5)
days following the end of such calendar month. Such termination will be
effective thirty 30 days after receipt of notice by IMPSAT USA.
(b) No Other Warranty. EXCEPT FOR THE EXPRESS WARRANTY SET OUT IN
SUBSECTION (a) ABOVE, THE INTERNET DATA CENTER SERVICES ARE PROVIDED ON AN
"AS IS" BASIS, AND CUSTOMER'S USE OF THE INTERNET DATA CENTER SERVICES IS AT
ITS OWN RISK. IMPSAT USA DOES NOT MAKE, AND HEREBY Disclaims, ANY AND ALL
OTHER EXPRESS AND/OR 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. IMPSAT USA DOES NOT WARRANT THAT THE
INTERNET DATA CENTER SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR
COMPLETELY SECURE.
(c) Disclaimer of Actions Caused by and/or Under the Control of Third
Parties. IMPSAT USA DOES NOT AND CANNOT CONTROL FLOW OF DATA TO OR FROM
IMPSAT USA'S INTERNET DATA CENTERS AND OTHER PORTIONS OF THE INTERNET. SUCH
FLOW DEPENDS IN LARGE PART ON THE PERFORMANCE OF INTERNET SERVICES PROVIDED
OR CONTROLLED BY THIRD PARTIES. AT TIMES, ACTIONS OR INACTIONS CAUSED BY
THESE THIRD PARTIES CAN PRODUCE SITUATIONS IN WHICH IMPSAT USA'S CUSTOMERS'
CONNECTIONS TO THE INTERNET (OR PORTIONS THEREOF) MAY BE IMPAIRED OR
DISRUPTED. ALTHOUGH IMPSAT USA WILL USE COMMERCIALLY REASONABLE EFFORTS TO
TAKE ACTIONS IT DEEMS APPROPRIATE TO REMEDY AND AVOID SUCH EVENTS, IMPSAT USA
CANNOT GUARANTEE THAT THEY WILL NOT OCCUR. ACCORDINGLY, IMPSAT USA DISCLAIMS
ANY AND ALL LIABILITY RESULTING FROM OR RELATED TO SUCH EVENTS.
8. Limitations of Liability.
8.1 PERSONAL Injury. EACH REPRESENTATIVE AND ANY OTHER PERSONS VISITING
THE INTERNET DATA CENTERS DOES SO AT ITS OWN RISK AND IMPSAT USA ASSUMES NO
LIABILITY WHATSOEVER FOR ANY HARM TO SUCH PERSONS RESULTING FROM ANY CAUSE
OTHER THAN IMPSAT USA'S NEGLIGENCE OR WILLFUL MISCONDUCT RESULTING IN
PERSONAL INJURY TO SUCH PERSONS DURING SUCH A VISIT.
8.2 Damage to Customer Equipment or Business. IMPSAT USA ASSUMES NO
LIABILITY FOR ANY DAMAGE TO, OR LOSS RELATING TO CUSTOMER'S BUSINESS
RESULTING FROM ANY CAUSE WHATSOEVER. CERTAIN CUSTOMER EQUIPMENT, INCLUDING
BUT NOT LIMITED TO CUSTOMER EQUIPMENT LOCATED ON CYBERRACKS, MAY BE DIRECTLY
ACCESSIBLE BY OTHER CUSTOMERS. IMPSAT USA ASSUMES NO LIABILITY FOR ANY DAMAGE
TO, OR LOSS OF, ANY CUSTOMER EQUIPMENT RESULTING FROM ANY CAUSE OTHER THAN
IMPSAT USA'S NEGLIGENCE OR WILLFUL MISCONDUCT. TO THE EXTENT IMPSAT USA IS
LIABLE FOR ANY DAMAGE TO, OR LOSS OF, THE CUSTOMER EQUIPMENT FOR ANY REASON,
SUCH LIABILITY WILL BE LIMITED SOLELY TO THE THEN-CURRENT VALUE OF THE
CUSTOMER EQUIPMENT.
8.3 EXCLUSIONS. EXCEPT AS SPECIFIED IN SECTIONS 6.1 AND 6.2, IN NO
EVENT WILL IMPSAT USA BE LIABLE TO CUSTOMER'S REPRESENTATIVE, OR ANY THIRD
PARTY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT, CUSTOMER
EQUIPMENT, CUSTOMER'S BUSINESS OR OTHERWISE, AND ANY LOST REVENUE, LOST
PROFITS, REPLACEMENT GOODS, LOSS OF TECHNOLOGY, RIGHTS OR SERVICES,
INCIDENTAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES, LOSS OF DATA, OR
INTERRUPTION OR LOSS OF USE OF SERVICE OR OF ANY CUSTOMER EQUIPMENT OR
CUSTOMER'S BUSINESS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES,
WHETHER UNDER THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT
LIABILITY OR OTHERWISE.
8.4 Maximum Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS
AGREEMENT, IMPSAT USA'S MAXIMUM AGGREGATE LIABILITY TO CUSTOMER RELATED
TO OR IN CONNECTION WITH THIS AGREEMENT WILL BE LIMITED TO THE TOTAL AMOUNT PAID
BY CUSTOMER IMPSAT USA HEREUNDER FOR THE PRIOR TWELVE (12) MONTH PERIOD.
8.5 Customer's Insurance. Customer agrees that it will not pursue any
claims against IMPSAT USA for any liability IMPSAT USA may have under or
relating to this Agreement until Customer first makes claims against
Customer's insurance provider(s) and such insurance provider(s) finally
resolve(s) such claims.
8.6 Basis of the Bargain; Failure of Essential Purpose. Customer
acknowledges that IMPSAT USA has set its prices and entered into this
Agreement in reliance upon the limitations of liability and the disclaimers
of warranties and damages set forth herein, and that the same form an
essential basis of the bargain between the parties. The parties agree not to
pursue remedies contrary to the limitations and exclusive of liability and
disclaimers specified in this Agreement will survive and apply even if
available remedies are found to have failed of their essential purpose. This
section shall survive the termination of the Agreement.
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Agreement #____________
impsat
9. Force Majeure.
Neither party shall be in default or otherwise liable for any delay in or
failure of performance under this Agreement if such delay or failure
arises by any reason beyond that party's reasonable control, including any
Act of God, the elements, earthquake, flood, fire, provided however,
that lack of funds shall not be deemed to be a reason beyond a party's
reasonable control. The parties will promptly inform and consult with
each other as to any Force Majeure events that, in their judgment, are or
could be the cause of a delay or failure in the performance of this
Agreement.
10. Assignment.
The service or any rights or obligations associated therewith may not be
assigned or in any way transferred by Customer without the prior written
consent of IMPSAT USA.
11. Intellectual and other Property Rights.
Customer shall not acquire any intellectual or other property rights in or
to items, which IMPSAT USA may develop or use while providing the
service described in this Agreement. IMPSAT USA shall own all such rights.
12. Non-Waiver.
No forbearance by either party to enforce any provision under this
Agreement or any right existing under this Agreement shall constitute
waiver of such provisions or right or be deemed to perfect an amendment or
modification of this Agreement.
13. Jurisdiction and Governing Law.
This Agreement shall be governed by the laws of the State of Florida,
except for those laws pertaining to the choice of law. Both parties hereby
agree to submit to the exclusive jurisdiction of the courts of the State
of Florida.
13. Use Restrictions.
Customer shall comply with any restrictions on Customer's receipt of
Service applicable in any country in which Customer uses service (such
country a "Country of Use"). Customer shall obtain all licenses that are
required in a Country of Use for use of the service. Customer shall
indemnify and hold IMPSAT USA harmless from any claims, damages, losses,
liabilities, or judgements resulting from Customer's breach of the
obligations of this Paragraph.
14. Default and Termination:
A.(i) If either party breaches any term or condition of this Agreement and
such breach can reasonably be cured (other than default for event
specified in Section 13 B), the non-defaulting party shall notify the
defaulting party in writing and grant the defaulting party a minimum
period of 15 days to cure such default following the date of the notice.
The nondefaulting party may, in its discretion, grant additional time
in which to cure as the defaulting party may require if the
nondefaulting party reasonably believes that the defaulting party is
diligently pursuing a cure for the breach.
(ii) If the defaulting party does not cure the default within such 15-day
period, or if, at any time during the additional period granted for cure,
the non-defaulting party reasonably believes that the defaulting party is
not making diligent efforts to cure the default, the non-defaulting party
may immediately terminate this Agreement by written notice to the
defaulting party.
B. Any of the following events will constitute a default of this Agreement
by Customer and give IMPSAT USA the right to terminate Agreement upon 5
days notice to Customer.
(i) Nonpayment of any portion of the nonrecurring charge within 15
days of the date such payment becomes due,
(ii) Nonpayment of any portion of the monthly recurring charge
within 15 days of date such payment becomes due, or
(iii) If Customer is held in any judicial or administrative
proceeding to be in breach of this Agreement.
15. Billing Disputes.
If Customer in good faith disputes any portion of any IMPSAT USA invoice,
Customer shall submit within fifteen (15) days following the date of
invoice, full payment of the undisputed portion of the invoice, and
written documentation identifying and substantiating the disputed
amount. If Customer does not report a dispute within the fifteen (15) day
period Customer shall have waived its dispute rights for that invoice
IMPSAT USA and Customer agree to use their respective best efforts to
resolve any dispute with fifteen (15) days after IMPSAT USA receives
written notice of the dispute from Customer. Any disputed amounts resolved
in favor of Customer shall be credited to Customer's account on the next
invoice following resolution of the dispute. Any disputed amounts
determined to be payable to IMPSAT USA shall within ten (10) days of
the resolution of the dispute. Any dispute arising out of or relating to
this agreement which has not been resolved by the good faith efforts of
the parties will be settled by binding arbitration. Any controversy or
claim arising out of or relating to this Agreement shall be finally
settled by arbitration in Fort Lauderdale, Florida and shall be resolved
under the laws of the State of Florida. The arbitration shall be conducted
before a single arbitrator in accordance with the commercial rules and
practices of the American Arbitration Association then in effect.
16. Entire Agreement.
The attached Conditions of Service, Installation, and Maintenance and any
future Supplemental Agreement relating to this service are an integral
part of the present Agreement. This Agreement constitutes the entire and
exclusive statement of the rights, obligations and understandings of the
parties with respect to the service stated herein. If any term or
provision of this Agreement shall be held invalid or unenforceable, the
remainder of this Agreement shall not be affected thereby and each term
and provision hereof shall be valid and enforced to the fullest extent
permitted by law. All subsequent orders placed by Customer and accepted by
IMPSAT USA under this Agreement will become an integral part of this
Agreement.
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Agreement #____________
impsat
CONDITIONS OF SERVICE
"IMPSAT USA" shall mean IMPSAT USA, Inc., affiliated IMPSAT companies,
their contractors, subcontractors or assignees
FIRST: CUSTOMER RESPONSIBILITY
The customer will be responsible for:
a) The physical, electrical and mechanical installation of the equipment at
the racks space assigned by ImpSat USA.
b) The software configuration of each equipment and the IP routing
configuration through the Internet backbone access provided by ImpSat
USA.
c) Remote monitoring of the equipment once installed.
d) Provide verbal instructions to ImpSat USA's teleport engineers for
maintenance purposes and related tasks, which may include tape
back ups processes.
SECOND: IMPSAT RESPONSIBILITY
ImpSat USA will be responsible for:
a) Provide Internet Backbone Access with guaranteed bandwidth according to
item 2.B of the Service Agreement.
b) Provide full management of a customer's data backup process. Impsat
personnel can conduct this procedure according to a predefined
schedule or on an on-demand basis.
c) Provide assistant on a 7x24 basis for maintenance purposes and related
tasks.
d) ImpSat USA must ensure that the following conditions are met in the room
where customer's equipment is going to be installed:
d.1) AC monophase voltage supplied by on-line UPS with the following
specifications:
Voltage: 110 Volts +/- 5% (220V available upon notification with
Service Order)
Frequency: 60 Hz +/- 5% (50 Hz available upon notification with
Service Order)
d.2) Ambient conditions:
Temperature: From 10 degrees to 30 degrees Celsius
Humidity: 10% to 90% relative humidity, non-condensing
d.3) Grounding connector with ground resistance always below 3 Ohms.
Voltage between ground line and neutral line must not exceed 1 volt
RMS, under any circumstances.
d.4) Air filtering to avoid the presence of dust inside the room,
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