General Terms and Conditions

This WAVELENGTH AND DARK FIBER SERVICE LEVEL AGREEMENT (“SLA”) applies to Wavelength and Dark Fiber services executed by and between Customers and Northwest Fiber, LLC. (“Ziply Fiber”). The terms of this SLA apply exclusively to the service elements directly within Ziply Fiber’s management responsibility and control and excludes issues found to be the result of non- Ziply Fiber facilities.

Sole remedy for Loss of Service for unprotected fiber and wavelength services

Your exclusive remedy for loss of service from Ziply Fiber is limited to reinstatement of service and credits outlined herein. Credits will be paid for Ziply Fiber’s failure to meet the mean time to start-of-repair of four hours during a loss of connectivity as set out below:

For each incremental 2-hour start-of-repair delay, Customer shall be entitled to receive an additional 10% of monthly-billed base service credit up to the monthly 100% maximum credit limit for the circuit involved.

The period of lost service shall be determined by records kept by Ziply Fiber and will not start until a ticket is opened with the NOC by either customer or NOC staff.

Chronic Outage: An individual Wavelength or Dark Fiber Service qualifies for “Chronic Outage” status if such service fails to meet the Availability objectives, and one or more of the following: (a) a single Trouble Ticket extends for longer than seven (7), (b) five (5) or more Interruptions (as defined in the SLA) at a particular Service Location, with each Interruption lasting at least thirty continuous minutes, in any thirty day period, or (c) 15 separate Trouble Tickets of any duration within a calendar month.  If a Wavelength or Dark Fiber Service reaches Chronic Outage status, then Customer may terminate the affected Service without penalty; provided that Customer must exercise such right within ten (10) days of the Service reaching Chronic Outage status and provide a minimum of 15 days prior written notice to Ziply Fiber of the intent to exercise such termination right.

Service Outage Reporting Procedure.

1. Ziply Fiber will maintain a point-of-contact for Customer to report a Service Outage, twenty-four (24) hours a day, seven (7) days a week.
2. When a Service Outage occurs, Customer must contact Ziply Fiber’s commercial customer support center (also known as the “NOC”) at 1-(888) 488-0072 to identify the Service Outage and initiate an investigation of the cause (“Trouble Ticket”). Responsibility for Trouble Ticket initiation rests solely with Customer. Once the Trouble Ticket has been opened, the appropriate Ziply Fiber departments will initiate diagnostic testing and isolation activities to determine the source. In the event of a Service Outage, Ziply Fiber and Customer will cooperate to restore the Service. If the cause of a Service Outage is a failure of Ziply Fiber’s equipment or facilities, Ziply Fiber will be responsible for the repair. If the degradation is caused by a factor outside the control of Ziply Fiber, Ziply Fiber will cooperate with Customer to conduct testing and repair activities at Customer’s cost and at Ziply Fiber’s standard technician rates.
3. A Service Outage begins when a Trouble Ticket is initiated and ends when the affected Service is Available; provided that if the Customer reports a problem with a Service but declines to allow Ziply Fiber access for testing and repair, the Service will be considered to be impaired, but will not be deemed a Service Outage subject to these terms.
4. If Ziply Fiber dispatches a field technician to perform diagnostic troubleshooting and the failure was caused by the acts or omissions of Customer or its employees, affiliates, contractors, agents, representatives or invitees; then Customer will pay Ziply Fiber for all related time and material costs at Ziply Fiber's standard rates.

Credit Request and Eligibility.

1. In the event of a Service Outage, Customer may be entitled to a credit against the applicable Service MRC if (i) Customer initiated a Trouble Ticket; (ii) the Service Outage was caused by a failure of Ziply Fiber’s equipment, facilities or personnel; (iii) the Service Outage warrants a credit based on the terms of Section 1; and (iv) Customer requests the credit within thirty (30) days of last day of the calendar month in which the Service Outage occurred.
2. Credits do not apply to Service Outages caused, in whole or in part, by one or more of the following: (i) the acts or omissions of Customer or its employees, affiliates, contractors, agents, representatives or invitees; (ii) failure of power; (iii) the failure or malfunction of non-Ziply Fiber equipment or systems; (iv) circumstances or causes beyond the control of Ziply Fiber or its representatives; (v) a Planned Service Interruption; (vi) Emergency Maintenance or (vii) interruptions resulting form Force Majeure events as defined in Customer’s ZFSA. In addition, Customer will not be issued credits for a Service Outage during any period in which Ziply Fiber is not provided with access to the Service location or any Ziply Fiber network element, or while Customer is testing and/or verifying that the problem has been resolved. “Planned Service Interruption” means any Service Outage caused by scheduled maintenance, planned enhancements or upgrades to the Ziply Fiber network; provided that Ziply Fiber will endeavor to provide at least five (5) business days’ notice prior to any such activity if it will impact the Services provided to Customer. “Emergency Maintenance” means maintenance which, if not performed promptly, could result in a serious degradation or loss of service over the Ziply Fiber network.
3. Notwithstanding anything to the contrary, all credit allowances will be limited to maximum of 100% of the MRC for the impacted Service, per month. For cascading failures, only the primary or causal failure is used in determining Service Outage and associated consequences. Only one service level component metric can be used for determining Service credits. In the event of the failure of the Service to meet multiple metrics in a one-month period, the highest Service credit will apply, not the sum of multiple Service credits.
4. This SLA guarantees service performance of Ziply Fiber’s Wavelength and Dark Fiber services only. This SLA does not cover voice or data services provided by Ziply Fiber. This SLA does not apply to services provided over third party non-partner facilities, through a carrier hotel, or over Ziply Fiber facilities which terminate through a meet point circuit with a third-party non-partner carrier.   
5. The final determination of whether Ziply Fiber has or has not met SLA metrics will be based on Ziply Fiber’s methodology for assessment of compliant performance. Service Outage credits are calculated based on the duration of the Service Outage, regardless of whether such Service Outage is the result of failure of the Service to meet one or more performance metric.
6. Credit allowances, if any, will be deducted from the charges payable by Customer hereunder and will be expressly indicated on a subsequent bill to Customer. Credits provided pursuant to this SLA shall be Customer’s sole remedy with regard to Service Outages.