SERVICE LEVEL AGREEMENT

SERVICE LEVEL AGREEMENT

Live Ads 360 Commercial SLA

April 8, 2014

1. General Overview

Live Ads 360 Networks Inc. (“Live Ads 360”), 5048 Massey Drive Delta BC V4K 1B5, in the interest of building a strong business relationship, is pleased to provide a Service Level Agreement (“SLA”) for the Customer as of the Effective Date of a Master Service Agreement or Commercial Service Agreement between Live Ads 360 and the Customer.

2. General Definitions

Live Ads 360 Network” includes the following components that make up its network: gateway routers, core routers, aggregation routers, access routers, connectivity to the Internet from the backbone, and any other equipment, components or elements, owned, installed or managed by Live Ads 360;

a) “7/24/365” means seven days a week, 24 hours a day, 365 days a year;

b) “Business Days” – All intervals are measured in Business Days. Statutory Holidays are governed by the legislation of the applicable province;

c) “Mean Time To Restore”(“MTTR”) – has the meaning described in paragraph 5.2;

d) “Month” means the number of days in a calendar month;

e) “Provisioning – On-Time Delivery” – has the meaning described in paragraph 5.3;

f) “Service Availability” – has the meaning described in paragraph 5.1;

g) “Service Level” – means the level of service contracted to be provided by Live Ads 360 from time to time under a Master Service Agreement or Commercial Service Agreement;

h) “Site(s)” means the Customer address or location.

3. Service Level Principles

The principles under which Live Ads 360 agrees to provide this Service Level Agreement to the Customer are as follows:

a) Service credits to the Customer are designed to demonstrate Live Ads 360’s willingness to partner with the Customer to deliver the service at or above the Service Level;

b) The Customer must request service credits in writing within 30 days of the last day in the calendar month in which the failure occurred;

c) This SLA is only applicable to those Customer Sites and POPs within Canada where applicable Live Ads 360 service and technology exist, and where Live Ads 360 is permitted by law to provide service;

d) For cascading failures, only the primary or causal failure is used in determining Service Levels and associated consequences. Only one Service Level component metric can be used for determining service credits;

e) In the event of the failure of Live Ads 360 to meet multiple Service Level component metrics in a one-month period, the highest service credit will apply, not the sum of multiple service credits;

f) The total amount that may be credited to a Customer under this agreement in any given month is limited to 25% of the Customer’s monthly fee for the affected service;

g) If the service installation charge has already been waived under a prior agreement or promotion, a service credit for Provisioning – On-Time Delivery will not be provided;

h) Service Levels are provided based upon the agreed upon Live Ads 360 network design;

i) The Customer shall ensure that all Customer provided equipment on its premises that connects to the Services will perform according to published technical specifications for such equipment, and will conform to interface requirements as set in the applicable Live Ads 360 Services interface specifications;

j) Changes to business, technology improvements and changes to Live Ads 360’s Services may result in a revision to the Service Level components and Service Level component metrics;

k) Live Ads 360 reserves the right, at any time, to change existing measurement tools or implement new measurement tools used in connection with the measurement of the Service Level component metrics herein, provided that any such change or implementation will have the effect of meeting or exceeding the Service Level component metrics set out in this Service Level Agreement; and

l) Any adjustments to the Service Level component metrics shall only be by mutual written consent of the parties.

4. Services Covered By This Agreement

a) Dedicated Access Services

i) Layer 2 Transport Services

These services provide for data transport services between end points in the Live Ads 360 network infrastructure including Customer demarks, and can be point to point or point to multipoint. These services are delivered via Layer 2 VLAN trunks or dedicated VLANs based on the Customer’s service requirements.

Measurement of service levels is based on acceptable metrics for latency and packet loss. Jitter is not measured at Layer 1 or 2 but generally Live Ads 360 will accept the Customer’s Layer 3 jitter requirements as an acceptable metric.

Live Ads 360 does not delay or reorder packets as a general rule. Latency is measured between the ends of service, and is measured round trip. The latency measurement unit is milliseconds and the calculation is based on an average of 200 1500 byte pings.

Measured latency should be less than the maximum latency listed in the table below based on a 7/24/365 basis.

Maximum Latency Bandwidth of Service
5 milliseconds 1 Gbps and higher

Packet loss is measured on a 7/24/365 basis and calculated as a percentage of packets lost versus those successfully received. The packet loss benchmark metric is 0.1%.

ii) GigE Internet Access

Live Ads 360’s GigE Internet service is Live Ads 360’s premier Internet access service. Live Ads 360’s GigE Internet Service supports large and scalable bandwidth demands. By utilizing Live Ads 360’s fibre optic network, customers can obtain broadband access speeds up to 1,000 Mbps and grow their access incrementally as required.

5. Internet Access Service Level Guarantees

Live Ads 360’s Customers will be treated as a group that has defined and measurable Service Level components listed below. The table below provides an overview of Live Ads 360’s Service Level components, broken down into measurable deliverables.

a) Service Availability

Service Level Component Access
Service Availability 99.9%

Access – The service is considered available as long as the Customer site beyond the demark (i.e. workstation or server) of the Live Ads 360-provided router can access the Internet. The service is not considered unavailable if the service is simply degraded or slow.

i) Basis for Service Credits

Calculation of the Service availability objectives will be based on troubles reported by the Customer using Live Ads 360’s trouble ticketing systems. Service outage time begins when the Customer reports the trouble and releases the affected components to Live Ads 360 and ends when Live Ads 360 notifies the Customer that the problem has been resolved and the components are available to the Customer to use.

ii) Compensation

If Live Ads 360 is unable to meet the Service availability metric as detailed above for the service during any one month measurement period (as confirmed by Live Ads 360), the Customer (upon written request to Live Ads 360) will be provided with a service credit based on the total monthly recurring charges for the affected Internet access Service and calculated in accordance with the following table. The service credit shall be applied to the next available billing.

Service Availability Monthly Credit %
≥ 99.7% 0%
< 99.7% ≥99.5% 10%
<99.5% 25%

b) Mean Time To Restore (MTTR)

  Access
Mean Time to Restore (hours) 4

Time to Restore is defined as the net elapsed time from the time a particular trouble ticket is opened to the time service is restored to normal operating performance. Mean Time to Restore (MTTR) is the average for all tickets over a one-month period for an individual service.

The Total Service Outage Time excluding Customer Deferred time (in hours) for all Trouble Tickets in a MonthTotal Number of Trouble Tickets

i) Basis for Service Credits:

Calculation of the Mean Time To Restore (MTTR) objectives will be based on troubles reported by the Customer using Live Ads 360’s ticketing systems. Mean Time To Restore (MTTR) begins when the Customer reports the trouble and releases the affected components to Live Ads 360 and ends when Live Ads 360 notifies the Customer that the problem has been resolved and the components are available to the Customer to use.

ii) Compensation:

If Live Ads 360 is unable to meet the Mean Time To Restore metric for the service during any one month measurement period (as confirmed by Live Ads 360), the Customer (upon written request to Live Ads 360) will be provided with service credits based on the total monthly recurring charges for the affected Internet access or hosting service and calculated in accordance with the following table:

MTTR in Hours Monthly Credit
≤ 4 0%
>4 25%

 c) Provisioning – On-Time Delivery

On-Time Delivery is the activation of services on or before the commit date provided by the network specialist assigned to the Customer’s order. Commit Date refers to the date scheduled for the final test and activation of the services ordered. This is either the date an Live Ads 360 field technician is scheduled to come to activate the service with the network specialist or the date scheduled with the customer’s technician to work with the network specialist to complete the activation.

i) Compensation:

If Live Ads 360 is unable to provision a service on the Live Ads 360 specified commit date, the Customer (upon written request to Live Ads 360) will be provided with a service credit equivalent to the non-recurring installation charge (NRI) for the service in question. This guarantee applies to new installations of dedicated access, shared hosting and IDCS services. It does not cover adds or changes to pre-existing services.

6. Excluded Items

a) Local access facilities not supplied or sub-contracted through Live Ads 360;

b) “Test and inquiry” trouble tickets;

c) “No Trouble Found” trouble tickets;

d) Outages where no trouble ticket has been established;

e) Disaster recovery activities;

f) The failure of Customer premises equipment (including but not limited to routers and integrated modems) not supplied by Live Ads 360 as part of the service;

g) Instances where Live Ads 360 or its agents are not afforded access to the Customer premises;

h) Outages during any period when the Customer has released service to Live Ads 360 for the purpose of rearrangement of for the implementation of a Customer Order;

i) Negligence of the Customer or parties authorized by the Customer other than Live Ads 360;

j) Outages due to labour difficulties, governmental orders, civil commotion, acts of God and other circumstances beyond Live Ads 360’s reasonable control;

k) Scheduled Maintenance Window. Live Ads 360 executes scheduled enhancements to its systems and network between the hours of 4 a.m. and 7 a.m. (Eastern Standard Time) on Sunday mornings. Measurements during this period are excluded from the Service Level Agreement;

l) Problems originating outside the Live Ads 360 Network. The Standard Service Levels cover the portion of the Service that is controlled by Live Ads 360. For example, problems beyond Live Ads 360’s interconnection at the Internet Network Access Points (NAPs) are not applicable;

m) Provisioning Not Completed. The provisioning process must be completed and the services declared operational in order for the Service Level Agreement to apply;

n) When a “build” is necessary to provide the service, or if the service is a non-standard design, the Provisioning – On-Time Delivery guarantee will not apply;

o) Outages due to software and hardware defects of access devices and systems not under Live Ads 360 control which provide service to and from the Live Ads 360 defined Internet Services;


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