EXHIBIT 10.15 NETWORK SERVICE
COMSTAR AGREEMENT
Thank you for doing business with Comstar Communications, Inc. (us or we). We
are committed to providing you with the highest quality Network Services
(Services). If, at any time, you have questions or problems, or are not
completely satisfied, please let us know. Our goal is to do our very best for
you.
This Comstar Network Services Agreement (Agreement) covers the following major
Service we may provide to you:
(a) Internet Access;
(b) Connectivity Services;
(c) Equipment Rental;
(d) Standard Colocation; and
(e) Dedicated Server Colocation.
ACCEPTANCE
By signing below, you acknowledge your review and acceptance of the terms and
conditions contained in this document or any applicable Service Addenda. This
Agreement can only be modified in a written document executed by both parties.
Any attempts to make modifications to these terms and conditions are void, and
will not be enforceable. Our entire agreement consists of this Agreement, an
accepted Service Quote, our corporate Acceptable Use Policy, and any applicable
Service Addenda. In the event of a conflict between any of these documents, the
terms and conditions of the applicable Addendum shall prevail.
Accepted By:
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Customer Signature
1-31-2000
Date
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Customer Name
VP of OPPS
Title
Globaletutor
Company
RATES
The rates that we charge for Services are as specified in the accepted Sales
Quote. That document also specifies the length of the term of the Agreement
between us.
If you terminate a contract before the end of the agreed upon term, you will be
required to pay seventy-five percent (75%) of the remaining value of this
Agreement. In addition, if we provide Services via a third-party, you will be
charged all costs we incur for such early termination with our service provider.
UPGRADES
If you upgrade your current Services before the end of the agreed upon term, no
early termination penalty will be charged. You will be required to purchase the
upgrade under a new term commitment with a minimum of twelve (12) months and
early termination penalties apply to the upgraded Services as stated in the
Rates section of this Agreement.
PAYMENT
You will be billed on a cycle billing period. Your first ▇▇▇▇ will include all
non-recurring charges, charges for the first full month of Service, and the
pro-rated amount for Services provided during the month of installation. You
agree to pay all charges within thirty (30) days of the date of our invoice to
you. You shall pay us interest on overdue payments at the rate of one and
one-half percent (1-1/2%) or the maximum-rate allowable by law, whichever is
greater. If you do not pay an invoice within thirty (30) days, we reserve the
right to disconnect Services. If your check is returned by your bank, you will
be billed a twenty-five dollar ($25) return check fee.
We reserve the right to ▇▇▇▇ you retroactively for any Services for which we
previously had not billed, provided such retroactive billing occurs within one
year after the Service is provided.
You also agree to pay all applicable taxes resulting from any transaction under
this Agreement. This does not include taxes based on our net income.
- Customer will be Invoice on the last weekly billing cycle of each
month for the term of the contract
USE OF FACILITIES AND EQUIPMENT
Along with the Services, we may rent to you Standard Comstar-provided Customer
Premise Equipment (Standard CPE). The Standard CPE will either be located at our
facility or directly on your premises.
Standard CPE only includes equipment manufactured by Comstar-approved vendors.
All equipment that you rent from us will be our property, and will be made
available for your use only for the term of this Agreement. You have no property
rights in the rented equipment. We reserve the right to replace any rented
equipment at our expense and with minimal interruption to Services.
If you purchase Colocation services from us, such Services will be provided to
you under the terms and conditions of the Colocation Addendum which is hereby
incorporated herein.
You agree to: (1) refrain from modifying rented equipment, or authorizing others
to do the same; (2) obtain authorization from your landlord, as we may request,
in order to protect our rights in
the rented equipment; and (3) provide us with sufficient, free, and safe access
to your facilities for us to fulfill our obligations including retrieval of
rented equipment upon termination or expiration of this Agreement.
USE OF SERVICES
You agree to fully comply with our corporate Acceptable Use Policy ("AUP"),
which is attached hereto and hereby made a part of this Agreement. Violation of
our corporate AUP by you or any of your customers may result in immediate
termination of Services. You agree to independently assess your need for the
Services. You also agree to indemnify us and to hold us harmless for any and all
claims resulting from any use of the Services that cause damage to us, our other
customers, or any third party. This indemnification also extends to any utility
company that we may use to provide Services.
LETTERS OF AGENCY
In cases in which you ask us to act as your authorized agent for ordering and
coordinating local and long distance access circuits for services outside of
this Agreement, you will execute a Letter of Agency.
BANDWIDTH
We do not guarantee bandwidth or port speed for circuits and connections outside
of our network.
PATENTS & COPYRIGHT
If a third party claims that equipment we provide to you infringes that party's
patent or copyright, we will defend you against that claim at our expense and
pay all costs, damages, and attorney's fees that a court finally awards,
provided that you: (1) promptly notify us in writing of the claim; and (2) allow
us to control, and cooperate with us in, the defense and any related settlement
negotiations.
If such a claim is made or appears likely to be made, you agree to permit us to
enable you to continue to use the equipment, or to modify it, or replace it with
equipment that is at least functionally equivalent.
This is our entire obligation to you regarding any claim of intellectual
property right infringement.
TERM RENEWAL
At the end of the Term of this Agreement, this Agreement will automatically
continue on a month-to-month basis, at the then current Comstar Service List
Price, until the Agreement is terminated by either party giving the other at
least 30 days prior written notice of its intent to terminate.
LIMITS ON LIABILITY
Your sole remedy for any failure or non-performance of the Services shall be
outlined in the Comstar Service Level Agreement, attached and made part of this
Agreement. For any other claim for damages concerning our performance, we are
liable only for: (1) payments referred to in
our patent and copyright terms described herein; (2) bodily injury, including
death, and damage to real property and tangible personal property; and (3) the
amount of any other actual loss or damage, up to the lesser of $100,000 or the
actual charges (if monthly recurring, 12 months' charges apply) for the Service
that is the subject of the claim.
This limit also applies to any of our subcontractors. It is the maximum for
which we are collectively responsible.
Under no circumstances are we, the utility companies we use to provide Service,
or our subcontractors, liable for any of the following: (1) the content of the
information passing over our network; (2) unauthorized access to your
transmission facilities or to equipment you own; (3) unauthorized access or
damage to, alteration, theft, destruction or loss of, your records or data; (4)
economic consequential damages (including lost profits or savings) or incidental
damages, even if we are informed of their possibility; (5) claims for damages
caused by you, through fault, negligence or failure to perform your
responsibilities; (6) claims against you by any other party; or (7) any act or
omission of any other party furnishing services and/or products, or the
installation and/or removal of any and all equipment supplies by any other
service provider.
WARRANTIES
For each Service, we warrant that we perform it in a competent manner.
WE DO NOT WARRANT UNINTERRUPTED OPERATION OF THE SERVICE AND SPECIFICALLY
DISCLAIM ANY OTHER WARRANTIES, EITHER EXPRESSED OR IMPLIED, INCLUDING THE
WARRANTIES OF TITLE, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
WE WILL NOT BE LIABLE TO EACH OTHER FOR ANY CONSEQUENTIAL, INDIRECT OR SPECIAL
DAMAGES WITH RESPECT TO ANY CLAIMS REGARDING THE SERVICES TO BE PROVIDED
HEREUNDER.
CREDIT
Your execution of this Agreement signifies your acceptance of our initial and
continuing credit approval procedures and policies. We reserve the right to
withhold initiation or full implementation of Service until we are satisfied
with our initial credit review and approval. We may require a security deposit
before Services are provided.
If there is a material adverse change in your creditworthiness we may: (1)
interrupt Service; (2) deny requests for additional Services; or (3) require a
deposit.
TRANSFER AND ASSIGNMENT
You may not sell, assign or transfer any of your rights or obligations under
this Agreement without our prior written consent. We reserve the right to
transfer Services we provide to you via a third-party network to Comstar-based
facilities at any time during the term of this Agreement.
FORCE MAJEURE
We are not responsible for performing our obligations when they are delayed or
hindered by war, riots, embargoes, strikes or Acts of God.
GOVERNING LAW
This Agreement shall be governed by the laws of the State of Georgia.
SEVERABILITY
If any terms of this Agreement are held to be invalid, illegal, or
unenforceable, the validity, legality, and enforceability of the remaining terms
will not be in any way affected.
NOTICES
Notice to either party shall be delivered by first-class, pre-paid US mail to
the respective address.
For Comstar:
Comstar Communications, Inc.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention:
For Customer:
Globaletutor
Company Name
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
Address
Atlanta, Georgia 30326
City, State, Zip
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Attention
COMSTAR Corporate Acceptable Use Policy Addendum to the
NETWORK SERVICES AGREEMENT
This document, when executed by you, is incorporated into the Comstar Network
Services Agreement. In the event of any conflict between the terms of this
Addendum, and the terms of the Comstar Network Services Agreement, the terms of
this Addendum shall control. This Addendum, the Comstar Network Services
Agreement, an accepted Sales Quote represent the entire agreement between us for
the Services described in the Service Addendum(s).
Accepted By:
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Customer Signature
1-31-2000
Date
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Customer Name
Director of IT
Title
▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, Inc.
Company
INTRODUCTION
Our Internet Access Service (Service) provides high-speed dedicated Internet
connectivity. We have certain legal and ethical responsibilities regarding the
use of its computer network and equipment involved in these services.
System abuse is strictly prohibited. We may terminate your Service immediately
and may ▇▇▇▇ you for any resulting charges if you, your employees or
contractor(s) engage in system abuse.
This Acceptable Use Policy Addendum was created to help you understand our
definition of system abuse. The examples listed here is not exclusive of all
possible actions that may be deemed as abuse. You are asked only to use your
best judgement.
ABUSE OF SERVICE
Actions which constitute system abuse include, but are not limited to:
Utilizing any service in the commission of a crime;
Attempting to circumvent user authentication of any host, network, or account on
our systems or the Internet at large ("cracking");
Attempting in any way to interfere with or deny service to any user or any host
on the Internet;
Forging Email or USENET header information to conceal your identity as the
author, conceal the origination address of the Email, or conceal the host from
which the Email was originated;
Sending of unsolicited mail messages, either commercial or non-commercial ("junk
mail");
Forwarding or multiple posting of chain letters of any type;
Posting of inappropriate messages to USENET newsgroups e.g., posting large
numbers of unsolicited Email indiscriminately ("spamming");
Attempt to cancel, supersede, or otherwise interfere with Email or USENET posts
other than one's own; and
Engaging in harassment whether through language, frequency, or size of messages.
This Acceptable Use Policy is subject to revision at anytime that we determine a
change is necessary. We will inform you of those changes by whatever means we
deem most effective. It is your responsibility to ensure that the use of our
network conforms to the policies currently in effect.
COOPERATION WITH LAW ENFORCEMENT
We will cooperate with Law Enforcement officials by providing whatever
information they require, so long as they present authorization from a United
States Court that has jurisdiction over the territory and subject matter that
they are seeking.
COMSTAR SERVICE LEVEL AGREEMENT
Thank you for doing business with Comstar Communications, Inc. (us or we). We
are committed to providing you with the highest quality Network Services
(Services). If, at any time, you have questions or problems, or are not
completely satisfied, please let us know. Our goal is to do our very best for
you.
This Comstar Network Services Agreement (Agreement) covers the following major
Service we may provide to you:
(a) Internet Access;
(b) Connectivity Services;
(c) Equipment Rental;
(d) Standard Colocation; and
(e) Dedicated Server Colocation.
ACCEPTANCE
By signing below, you acknowledge your review and acceptance of the terms and
conditions contained in this document or any applicable Service Addenda. This
Agreement can only be modified in a written document executed by both parties.
Any attempts to make modifications to these terms and conditions are void, and
will not be enforceable. Our entire agreement consists of the Network Services
Agreement, an accepted Service Quote, our corporate Acceptable Use Policy, this
Service Level Agreement, the Colocation Service Addendum with attached
Colocation Schedule, the Internet Access Service Addendum and the Nexchange
Addendum. In the event of a conflict between any of these documents, the terms
and conditions of the applicable Addendum shall prevail.
▇▇▇▇▇▇▇.▇▇▇ agrees to allow customer to move equipment from colocation space in
data center anytime during 12 month contract. However, customer agrees to
purchase local loop and move Full T1 to said customer location. Customer agrees
to the full term of contract for internet bandwith.
Accepted By:
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Customer Signature
1-31-2000
Date
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Customer Name
Director IT
Title
Globaletutor
Company
NETWORK AVAILABILITY GUARANTEE
This Service Level Agreement (SLA) is to provide you with Internet access 100%
of the time. You will be credited one day for each hour we fail to meet this
Network Availability Guarantee up to the maximum of your monthly fee for the
Service suffering interruption.
If we fail to sustain higher than 99.9% availability for 2 consecutive months
for the facilities and network contracted for usage by you under this agreement,
it will constitute unacceptable network/facilities availability and entitle you
to terminate this agreement without further penalty. If we fail to sustain
higher than 99% uptime within any 30-day period for the facilities and network
contracted for usage by you under this agreement, it will constitute
unacceptable network/facilities availability and entitle you to terminate this
agreement without further penalty.
Said guarantee does not apply if the network is unavailable due to (a) our
standard network maintenance, (b) your applications, equipment, or facilities,
(c) acts or omissions by you, your supplier, or any use or user of the Service
you authorize, or (d) reasons of catastrophic network outages beyond our
reasonable control.
NETWORK LATENCY GUARANTEE
Comstar's Backbone Latency Guarantee is average round-trip transmissions of 100
milliseconds or less between our designated transit backbone routers ("Hub
Routers"). If we fails to meet the Backbone Latency Guarantee, your account will
be credited for the pro-rated charges for one day of our monthly fee for service
to you with respect to which this Guarantee has not been met. No credits will be
made if failure to meet the Backbone Latency Guarantee is attributable to
reasons beyond our reasonable control.
Failure to meet the above state latency metrics at least 99.9% of the time for
two consecutive months constitutes unacceptable network performance and entitles
you to terminate this agreement without further penalty or any additional
payment requirement. Failure to meet the above state latency metrics at least
99% of the time for any 30-day period constitutes unacceptable network
performance and entitles you to terminate this agreement without further penalty
or any additional payment requirement.
INSTALLATION GUARANTEE
Our Circuit Install Guarantee is to have installation of the telephone company
circuit and activation of a Comstar port completed within 20 business days for
56K leased line services, 40 business days for fractional T1 services. Services
above T1 will be installed within the scheduled installation date provided in
writing by a Comstar Sales Manager. These dates shall be counted from the date
we receive your fully executed copy of this entire agreement, completed customer
contact information form credit application. The Circuit Install Guarantee is
not available if installation delay is attributable to your equipment or
facilities or acts or omissions by you, your employees or agents, you not
passing our credit check, or reasons beyond our reasonable control.
If we determine in our reasonable commercial judgement that we have failed to
meet this Circuit
Installation Guarantee, your account shall be credited 50% of our Installation
fee for the service with respect to which this Guarantee has not been met.
GENERAL
Our terms and conditions apply to the provision of the Services and the Service
Levels herein outlined, including but without prejudice to the generality of the
foregoing any clauses relating to Improper Use and Limitation of liability.
The regular Scheduled Maintenance Period is the 3-hour period from 3 am to 6 am
every day, in the local time zone, for the network concerned.
We reserve the right to carry out emergency maintenance work at any time on the
network, or at our Points of Presence, giving the Customer as much warning as is
reasonably possible. Any period of time for which connections are unavailable
during scheduled or emergency maintenance will be included in calculations of
network availability.
For Comstar:
▇▇▇▇▇▇▇.▇▇▇, Inc.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention
For Customer:
▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, Inc.
Company Name
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
Address
Atlanta, Georgia 30326
City, State, Zip
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Attention
COMSTAR SALES QUOTATION
Comstar Communications Corporation
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
telephone: 1.800.4comstar, facsimile: 770.485.6100
Service Address
Company ▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Inc.
Address ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ZIP 30326
Contact ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Email ▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇
Phone ▇▇▇-▇▇▇-▇▇▇▇ Fax
Quote No. 36556.56913
Issue Date 31-Jan-00
Valid Until 01-Mar-00
Sales ID ohl
Sales Rep ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Telephone ▇▇▇.▇▇▇.▇▇▇▇
Referral ID
Non-Recurring Installation Fees
Qty Svc-ID Description Discount Taxable Price Amount
1,000 COLOHC Colocation, 3.5' x 19" Cabinet 0.0% No 1,000.00 1,000.00
1,000 LLT1P Leased Line, T1 (Promo 0.0% No
Subtotal 1,000.00
Term Discounts -
Applicable Sales -
Total Installation Fees 1,000.00
Recurring Monthly Fees
Qty Svc-ID Description Term Discount Price Amount
1,000 COLOHC Colocation, 3.5' x 19" Cabinet 12 0.0% 445.00 445.00
1,000 LLT1P Leased Line, T1 (Promo 12 0.0% 1,250.00 1,250.00
Subtotal 1,695.00
Term Discounts -
Applicable Sales -
Total Monthly Recurring Fees 1,695.00
Accepted By Customer /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 1-31-2000
Customer's Authorization Date
NOTE: Term is show in number of months.
