Enterprise Content Delivery Service
I. SERVICE DESCRIPTION: Enterprise Content Delivery Service (ECDS) designs, deploys, and manages a network of servers (Enterprise Content Delivery Network or ECDN) in the U.S. Mainland and Puerto Rico that distributes digital content to geographically-dispersed locations to enable delivery of the content to Customers users. ECDN design places and configures ECDN servers, often on Customer premises, to improve the speed and quality of the delivered content.
1. Equipment.
1.1 Service Equipment. ECDS is enabled via the use of hardware, software, equipment, systems, cabling, and facilities provided by the Company and certain unaffiliated third party contractors (Service Equipment). Certain Service Equipment will be installed and managed by the Company at the Customers premises (ECDS CPE).
1.2 Customer Equipment. Service Equipment does not include Customers network or any hardware, software, equipment, systems, cabling, and facilities acquired or owned by Customer (Customer Equipment), including Customer Equipment acquired from Company or the unaffiliated third-party contractor.
2. Network Connections. Company recommends that Customer purchase Company-provided transport (e.g., Frame Relay Services, Internet Dedicated Services, ATM) for the connection of the servers on the ECDN. If Customer purchases transport from a third-party for the connection of the servers on the ECDN, and a problem arises with such transport, ECDS charges will continue to apply and Customer is liable to pay ECDS charges during the period that the ECDN is malfunctioning due to the transport problem.
3. Service Implementation.
3.1 ECDN Design. Company will analyze Customers internal networks and the applications that the ECDN will support and prepare a comprehensive network design to specifically address Customers requirements as conveyed to Company (ECDN Design).
3.2 ECDS Deployment Services. Based on Companys ECDN Design, Company will provide the following ECDS Deployment services:
· purchase the requisite hardware and license the requisite software and related documentation (ECDS Software) for the ECDS. The ECDS Software includes any new versions, releases, updates, or other modifications to the ECDS Software that may be provided by or on behalf of Company to Customer (or any third party in support of Customers ECDS) at any time during Customers term of ECDS;
· install, at Companys facility, the appropriate ECDS Software on the requisite number of master servers (MS) and edge servers (ES) and configure them;
· to the extent that ECDS includes ECDS Software intended to be deployed on any Customer Equipment, e.g., a Customer workstation, Company shall make such ECDS Software available to Customer which shall be responsible for its downloading and installation;
· ship the configured ES and attendant equipment to the Customers premises and install on-site; deploy the MS in a Company data center or install on-site at the Customers premises as determined by the ECDN Design; and
· integrate the ES and MS into the Customers network.
· Deployment at Third-party Sites. At Customers request, Company will (i) deploy ES at third-party sites designated by Customer, provided that Customer obtains, at its expense, all necessary permits and permissions to allow Company to effect such deployment, and (ii) perform ECDS Deployment services with respect to such third-party sites.
4. Technical Support Services.
4.1 Event Management. Companys data center monitors all elements of the ECDS 24 hours a day, 7 days a week (24x7), and provides Helpdesk services, within the same expanded time-frame.
4.2 ECDS Helpdesk. Company provides direct technical support in the form of a Helpdesk to up to five technical administrators within Customers organization identified in writing by Customer.
4.3 Problem Resolution. Technical problems, if any, will be handled and resolved by Company through a process of identification, triage, remedy, and escalation, as required.
4.4 Service Upgrades. Company reserves the right, in its sole discretion, to deploy upgrades to the ECDS Software in a timeframe that is conducive to the safety of Company's data center and its ability to provide service to its other customers. Further, Company, in its sole discretion, may require Customer to install upgrades made available by Company to any ECDS Software deployed on Customer Equipment. This requirement may necessitate that Company upgrade Customers servers with the latest version of the ECDS Software. A version or upgrade deployment does not constitute a material change to the ECDS Service or a change affecting Customer in a material and adverse manner for purposes of justifying a contract termination.
II. DEFINITIONS: The Online Definitions apply.
III. FEATURES AND OPTIONS: There are no features or options available for ECDS.
IV. RATES AND CHARGES
1. Monthly Recurring Charges. The following monthly recurring charges apply.
|
Equipment |
SOC Codes |
Monthly Recurring Charge |
|
|
|
|
|
Master Server (MS) Bundle |
SERAP |
$3,841 |
|
|
SERAQ |
3,401 |
|
|
SERAR |
3,315 |
|
|
|
|
|
Edge Server (ES) Bundle |
SERAS |
589 |
|
|
SERAU |
577 |
|
|
|
|
|
Edge Server (ES) Lite Bundle |
SERAT |
349 |
|
|
SERAV |
337 |
|
|
|
|
|
Display |
DISAA |
90 |
|
|
DISAB |
58 |
|
|
|
|
|
Storage |
STOAE |
16 |
|
|
STOAD |
34 |
|
|
STOAF |
190 |
2. Installation Charges. The following installation charges apply except that the charges shown are representative of installation charges for major cities in the U.S. Mainland and may vary depending upon the actual installation site.
|
Equipment |
Installation Charge |
|
|
|
|
Master Server (MS) Bundle |
$1,000 |
|
Edge Server (ES) Bundle |
500 |
|
Edge Server (ES) Lite Bundle |
500 |
3. Supplemental Services. Company professional services beyond those in the above Service Description are provided pursuant to a separate agreement and will be billed at a rate of $250 per hour with a minimum charge of four hours, or as otherwise provided in a separate service agreement for such services.
4. Early Termination Charges. If Customer terminates one or more ESs for reasons other than cause prior to the expiration of the Term for the ESs, or the termination or expiration of the Service Agreement causes the ECDS Service Attachment to terminate prior to the expiration of an ES Service Term, Early Termination Charges apply equal to the number of months remaining in Customers Service Term times the monthly recurring charge for the affected ESs.
5. Paper Invoice Charge applies.
6. Convenience Payment Charge applies.
V. TERMS AND CONDITIONS: In addition to the Online Master Terms - Terms and Conditions of Service, the following apply:
1. Term Commencement Date and Term. Each ES in the ECDS bears its own Term Commencement Date, which is the first day of the month following the month in which Company confirms to Customer that an ES is configured and deployed, i.e., capable of receiving content from an MS, and the MS that will deliver the content is also configured and deployed. The Term of an ES commences upon its Term Commencement Date, and automatically renews, expires and terminates according to the terms of the Service Agreement, provided Customers initial Term commitment for each ES is a minimum of three years.
2. Billing. Upon the configuration and deployment of each ES in the ECDN, Customer will be billed ECDS charges attendant to each such ES on a pro-rated basis during the install month, and thereafter for the ECDS Term for such ES.
3. ECDS CPE. The parties obligations with respect to ECDS CPE are set forth in the following:
Managed ECDS CPE Terms and Conditions
4. Customer Obligations.
4.1 Customer must comply with all applicable law, rules, regulations and ordinances, including without limitation, local license or permit requirements that may apply.
4.2 Software Terms and Conditions. Customer must comply with the ECDS Software Supplemental Terms and Conditions governing access and use by Customer of the ECDS Software installed on CPE deployed at Customer premises, on Customer Equipment, or as to which Customer is otherwise afforded access and use. To the extent that CPE and ECDS software are deployed on third-party sites designated by Customer pursuant to Section I.3.2 ECDS Deployment Services, Customer is fully responsible for any damage or loss to such CPE and is also liable for any failure of such third-party to comply with the software license terms and conditions that will be provided attendant to Companys installation of the CPE and software at the third-party site.
4.3 Customer may not lease or resell ECDS to another person or entity without the express prior written consent of Company.
4.4 Within 10 days after the expiration or termination of the Service Agreement or the ECDS Service Attachment, Customer must return CPE located on its premises to Company at the following address:
MCI
400 International Parkway
Richardson, TX 75081
Attn: The CPE Warehouse Manager Rental Return
CPE must be in good condition and repair, reasonable and proper depreciation excepted. Customer is liable for any loss or damage to CPE resulting from theft, disappearance, fire, or any other cause. For each item of CPE (other than ECDS Software) not returned, for any reason, within the ten-day period, Customer is deemed to have purchased such CPE and must pay Company the replacement cost, plus any additional costs incurred by Company in replacing CPE. Notwithstanding the above, Customers obligations upon termination or expiration of the Service Agreement or the ECDS Service Attachment with respect to the ECDS Software shall be governed by the ECDS Software Supplemental Terms and Conditions.
5. Subcontractors. Company reserves the right to use subcontractors or any other third parties to fulfill its obligations under the Service Agreement including, without limitation, deployment and on-site installation.
6. Warranty Disclaimer. COMPANY AND ITS SUBCONTRACTORS AND LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO ECDS, AND/OR ANY CPE, INCLUDING WITHOUT LIMITATION ANY ECDS SOFTWARE, THEIR RESPECTIVE QUALITY OR PERFORMANCE. COMPANY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, OR FITNESS FOR A PARTICULAR PURPOSE. CUSTOMERS USE OF THE ECDS AND/OR ANY CPE, INCLUDING WITHOUT LIMITATION ANY ECDS SOFTWARE, AND ANY INFORMATION OBTAINED OR CONVEYED THEREBY IS AT CUSTOMERS OWN RISK.
TO THE EXTENT ECDS IS DEPLOYED AT THIRD-PARTY SITES (INCLUDING CUSTOMERS AFFILIATES SITES) PURSUANT TO CUSTOMERS REQUEST, CUSTOMER SHALL INDEMNIFY AND HOLD COMPANY HARMLESS FROM ANY CLAIMS OR LEGAL ACTIONS FOR DAMAGE OR INJURY ARISING OUT OF SUCH DEPLOYMENT OR THIRD-PARTY USE.
Nothing in the Service Agreement is intended to limit or diminish the warranties and sublicenses, if any, of the manufacturers of third-party CPE hardware, which pass through Company and inure to the benefit of Customer.
7. Assignment/Termination. In the event Company decides that it will no longer offer ECDS, it may assign ECDS or terminate ECDS; provided that Customer shall have the option, in lieu of such assignment or termination, of purchasing the CPE (but not ECDS Software contained therein) owned by Company for a one-time charge equal to forty percent of the total monthly service charges remaining in the Term.
8. Order Process. Customer may order ECDS by submitting its request to a Company account representative or by e-mailing it to Company, in accordance with Companys instructions and the Electronic Signatures in Global and National Commerce Act, as it may be amended from time-to-time (E-Sign Act). Customers submission will constitute its binding commitment to purchase ECDS described in its request. Companys activation of ECDS at a particular site constitutes Companys acceptance of the Customers order. Company reserves the right to reject any order submitted for any reason, including without limitation due to Companys obligations under applicable laws, regulations, directives, governmental authority or orders, third-party contracts, or Customers failure to meet Companys credit approval requirements. In addition, Company may reject an order in the case (a) of the inability or impracticality of providing ECDS in a particular geographic area in which Company does not have sufficient presence, capacity, corporate infrastructure or Network technical infrastructure to effectively support the requested ECDS or (b) Company no longer commercially offers ECDS.
9. Helpdesk. Customer must provide Company with accurate and current 24x7 contact information for each Customer technical administrator. Company is not responsible if Company's contact information for Customer is out of date or inaccurate due to Customer's action or omission.
9.1.1 Each Party (Providing Party) will allow the other Party and its affiliates (collectively the Receiving Party) to store and use the employee contact information of the Providing Party and its affiliates, and further as to Company, the employee contact information of its subcontractors and as to Customer, the employee contact information of its users of ECDS, all as received in connection with ECDS, including names, phone numbers, and e-mail addresses, as required solely in connection with performance of ECDS by Company as Receiving Party anywhere Company is engaged in such performance. The Company as the Receiving Party may further permit its subcontractors involved in performance to store and use such employee contact information solely in connection with such performance, including for the purpose of communicating with the Customer and its users of the ECDS.
9.1.2 For the avoidance of doubt, any such employee contact information received by a Receiving Party in connection with the ECDS is deemed the Confidential Information of the Providing Party. Without limiting or modifying the obligations of the Receiving Party as to Confidential Information, the Receiving Party will ensure adequate protection of such employee contact information, including by such subcontractors, through compliance with any data protection or privacy laws relevant to its performance under the ECDS Service Attachment.