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SERVICE LEVEL AGREEMENT

This Service Level Agreement (“SLA”) sets forth the requirements and commitments relating to service quality between Telco Experts, LLC (Telco Experts), and Customer. The SLA is added as a schedule to the Telco Experts Service Agreement (“Agreement”) between Telco Experts and Customer.

1. General Standard.

TELCO EXPERTS will use reasonable efforts under the circumstances to maintain its overall network quality. The quality of service provided hereunder shall be consistent with other common carrier industry standards, government regulations and sound business practices.

2. Interruptions in Service.

Subject to the provisions of Section 6 hereof, interruptions in service will be credited to Customer as set forth below for the part of the service that the interruption affects. In the event that Customer subscribes to data services from TELCO EXPERTS, TELCO EXPERTS may offer additional service level standards with respect to such services. In such event, a service schedule shall be added to this SLA. The provisions of this SLA shall apply to the interpretation of the service schedule.

3. Credit for Interruptions.

An interruption period begins when Customer reports a service, facility, or circuit to be interrupted through the opening of a trouble ticket and makes it available for testing and repairs by Telco Experts and associated carriers. An interruption period ends when the service, facility, or circuit is operative. If Customer reports a service, facility, or circuit to be inoperative but declines to make it available for testing and repair, it is considered to be impaired, but not interrupted.

A. For calculating credit allowances, every month is considered to have 30 days.
A credit allowance is applied on a pro rata basis against the monthly recurring charges for the affected service and is dependent upon the length of the interruption. Only those facilities on the interrupted portion of the circuit will receive a credit. No credit will be given on the usage sensitive portion of the service and no credit shall apply for interruptions with respect to the advantage service products.

B. A credit allowance will be given for interruptions of 30 minutes or more, upon written request of the Customer no later than ten (10) business days after the occurrence of the outage to either Customer’s TELCO EXPERTS Account Manager (if applicable) or to the TELCO EXPERTS Customer support center in Rutherford, NJ. Credit allowances will be calculated as follows:

C. If the interruption continues for less than 24 hours:
I. 1/30th of the monthly recurring charge if it is the first interruption in the same billing period
II. 2/30ths of the monthly recurring charge if there was a previous interruption of at least 24 hours in the same billing period.

D. If the interruption continues for more than 24 hours:
I. 1/30th of the monthly recurring charge for the first 24 hours and
II. 2/30ths of such rate for each additional 24 hours (or fraction thereof); however, if service is interrupted for over 24 hours, more than once in the same billing period, the 2/30ths allowance applies to the first 24 hours of the second and subsequent interruptions.

E. Two or more interruptions of thirty minutes or more during any one 24-hour period shall be considered as one interruption.

4. Maximum Credit.

In no event may the credits provided for hereunder (either individually or on a cumulative basis) in any billing period exceed the total monthly recurring charges for that period for the service and facilities furnished by TELCO EXPERTS. TELCO EXPERTS shall issue only one credit for the same incident in the same month, regardless of how many of the parameters in Section 2 above were affected. The credits set forth in this SLA shall be TELCO EXPERTS’s sole liability and Customer’s sole remedy in the event of any interruption and under no circumstances shall an interruption be deemed a breach of the Agreement.

5. “Interruption” Defined.

For the purpose of applying this provision, the word “interruption” (whether capitalized or not) shall mean a complete loss of service resulting in the inability to complete calls due to equipment malfunction or human errors for a continuous period of more than thirty (30) minutes. “Interruption” does not include and no allowance shall be given for service difficulties such as slow dial tone, circuits busy, latency or other network and/or switching capacity shortages. No allowance shall be made for interruptions due to electric power failure where, by the provisions of this Agreement, Customer is responsible for providing electric power. Additional parameters (such as network availability, latency, packet loss and jitter) for coverage under the SLA in the event that Customer is purchasing data services are set forth in Schedules A and B (as applicable) to this SLA.

6. Limitations on Credit Allowances. No credit allowance will be made for:
A. Interruptions arising from the acts or omissions of, or non-compliance with the provisions of the Agreement or any schedule thereto (including without limitation this SLA, Standard Terms and Conditions or Acceptable Use Policy) by, Customer or any authorized user, or any interruptions due to any party other than TELCO EXPERTS or for events happening on any other party’s network, including but not limited to Data Service Providers or other common carriers connected to, or providing service connected to, the service of TELCO EXPERTS.

B. Interruptions due to the failure or malfunction of non-TELCO EXPERTS equipment, including service connected to Customer provided electric power;

C. Interruptions of service during any period in which TELCO EXPERTS or its associated carriers are not given full and free access to the installed equipment and services for the purpose of investigating and correcting interruptions;

D. Interruptions of service during any scheduled maintenance period or when Customer has released service to TELCO EXPERTS’ associated carriers for maintenance purposes or for the implementation of a Customer requested order for a change in current service(s).

E. Interruptions of service due to force majeure events beyond the reasonable control of TELCO EXPERTS.

7. Indemnification

Customer agrees to indemnify and hold harmless TELCO EXPERTS against any and all claims, arising out of or in connection with the use of TELCO EXPERTS’ service that cause damage to Customer, TELCO EXPERTS or any other third party to the extent directly or indirectly caused by Customer or Customer’s breach of any obligation under this Agreement.

8. Warranty Limitations
TELCO EXPERTS MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. CUSTOMER UNDERSTANDS AND ACKNOWLEDGES THAT ANY SOFTWARE MAY CONTAIN ERRORS AND MAY BE INCOMPLETE OR CONTAIN INACCURACIES. CUSTOMER EXPRESSLY ACKNOWLEDGES AND AGREES THAT ALL SOFTWARE IS USED AT CUSTOMER’S OWN RISK. THE SOFTWARE IS PROVIDED “AS IS” AND WITHOUT WARRANTY OF ANY KIND.

9. Limitation of Liability

TELCO EXPERTS shall not be liable to Customer for any claims or damages related to this Agreement to the full extent permitted by law. TELCO EXPERTS shall not be liable for any failure or delay of TELCO EXPERTS or its associated carriers in provisioning the service under this Agreement. It is expressly understood and agreed that TELCO EXPERTS has not made any guarantees or promises with regard to the exact date of the complete installation and operational status of the Customer. Customer should not terminate any other network or alternative service currently in use without prior written notification of a confirmed installation or start date from TELCO EXPERTS. TELCO EXPERTS shall not be liable for any claims or damages for loss of data resulting from delays, non-deliveries, misdirected deliveries, and any and all service interruptions caused by TELCO EXPERTS and its employees by its own negligence or Customer’s errors or omissions. TELCO EXPERTS shall not be liable for any loss resulting from unauthorized access to, or alteration, theft, destruction, corruption or use of Customer’s equipment, software, data or systems. Customer shall undertake, at its own expense, to secure and protect all its equipment, software, data and systems used in connection with TELCO EXPERTS’ services. The list of specifically enumerated claims for which TELCO EXPERTS shall not be liable is not intended to be exhaustive. Should the Customer wish to pursue any claim or legal action arising from this Agreement, it shall be brought within a period of one year following the occurrence, or said claim shall be deemed waived.

10. No Consequential Damages

TELCO EXPERTS’ LIABILITY FOR DAMAGES ARISING OUT OF THE FURNISHING OF SERVICES HEREUNDER, INCLUDING BUT NOT LIMITED TO MISTAKES, OMISSIONS, INTERRUPTIONS, DELAYS, ERRORS OR OTHER DEFECTS, REPRESENTATIONS OR USE OF THESE SERVICES OR ARISING OUT OF THE FAILURE TO FURNISH THE SERVICE, WHETHER CAUSED BY ACTS OF COMMISSION OR OMISSION, SHALL BE LIMITED TO THE TOTAL AMOUNT PAYABLE BY CUSTOMER TO TELCO EXPERTS UNDER THIS AGREEMENT. IN NO EVENT SHALL TELCO EXPERTS BE LIABLE TO CUSTOMER OR ANY OTHER PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, EVEN IF TELCO EXPERTS HAS BEEN ADVISED OF SUCH DAMAGES, SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS.

11. Force Majeure

Force Majeure means a material event, circumstance or act of a third party that is beyond a party’s reasonable control. An act of God, the public enemy, a government entity, or a party other than the Customer or TELCO EXPERTS, strikes or other labor disturbances, general unavailability of necessary materials, hurricanes, earthquakes, fires, floods, epidemics, embargoes, war and riots are examples of Force Majeure. Force Majeure does not include economic or market conditions, which affect a party’s cost, but not its ability to perform..