Enterprise Content Delivery Service (ECDS)

Section V.3


Managed ECDS CPE Terms and Conditions


1.         On-site ECDS CPE Installation:  Company installs the ECDS CPE at Customer’s sites located in the U.S. Mainland.  Customer must provide timely access to its facilities for all on-site installation and maintenance of ECDS CPE.


2          Maintenance Service:  Company maintains ECDS CPE in accordance with the following:


2.1.      Company will:


·         use commercially reasonable efforts to isolate any problems with the ECDS CPE and to restore service;


·         investigate trouble reports initiated by Customer and repair or replace, at Company’s sole discretion, any of the ECDS CPE which fails to meet the manufacturer’s published operating specifications for the ECDS CPE;


·         perform work in a good and workmanlike manner; and,


·         provide interconnecting cables from Company/Customer demarcation line to the ECDS CPE, and interconnecting cables among the ECDS CPE; provided, however, that Company is not required to provide cables through Customer “in-house” wiring conveyances.  Company will provide cables through Customer in-house wiring conveyances for an additional charge for such service.


2.2       If Company, in its sole discretion, determines that a unit of ECDS CPE needs to be replaced, such ECDS CPE will be replaced with equipment of like kind and functionality from a manufacturer of Company’s choice at the time of replacement (Exchange Unit).  The Exchange Unit may not be new but will be in good working order and of like kind and functionality.  The replaced unit will be returned to Company’s inventory at Company’s expense. 


2.3       24x7 ECDS Monitoring:  If Company determines that the ECDS is unavailable, Company may contact Customer's designated point of contact by a method elected by Company (telephone, e-mail, fax, or pager) and will take appropriate corrective action.  Customer is required to provide Company with accurate and current 24x7 contact information.  Company is not responsible if Company's contact information for Customer is out of date or inaccurate due to Customer's action or omission.


2.4       Maintenance Service does not include or apply to the following:


·         Electrical work external to the ECDS CPE or Company network, or otherwise considered in-house wiring.


·         Repair or replacement of failed ECDS CPE caused by factors outside of ECDS CPE or Company network, such as fire, accident, misuse, vandalism, water, lightning, or failure of its installation site to conform to Company’s specifications.


·         Use of the ECDS CPE for other than the intended purpose.


·         Repair of damage caused by the maintenance or repairs performed by a person other than a Company employee or person authorized by Company.


·         Supplies, accessories, painting, or refurbishing of the ECDS CPE.


·         Relocation, additions, or removal of equipment, parts, or features not furnished by Company or use of ECDS CPE with other equipment that fails to conform to Company’s specifications.


·         Cables and connectors between the ECDS CPE and any other equipment on Customer’s premises after the expiration of manufacturer warranties, if any, applicable thereto.


·         Power or back-up power to or from the ECDS CPE.


3.         Terms and Conditions:  In the event that Customer fails to comply with the provisions of this Section, Company may, at its option, after providing written notice to Customer, suspend provision of ECDS until there is full compliance with this Section.  ECDS charges will continue to apply and Customer is liable to pay ECDS charges during the suspension period.


3.1       Customer and its employees or agents shall not (a) remove, deface, or alter any serial numbers of ECDS CPE; (b) add, modify, or remove hardware or software from the standard ECDS CPE offerings; or (c) move or remove any item of ECDS CPE without Company’s prior written consent, which consent will not be unreasonably withheld.


3.2       Repair or replacement of any ECDS CPE as a result of abnormal use, abnormal conditions, improper storage, exposure to moisture or dampness, unauthorized modifications, unauthorized connections, unauthorized repair, misuse, neglect, abuse, accident, alteration, or other acts or omissions not the fault of Company shall be performed at Customer’s expense.


3.3       During the Term, Company exclusively shall maintain all ECDS CPE login names, passwords, and configurations, and Customer shall not have read or write access to the ECDS CPE.  Customer shall maintain all application-level login names and passwords.


3.4       Company will manage up to and including the local area network (LAN) interface on the ECDS CPE, but is not responsible for Customer’s LAN operations or the interoperability of the ECDS CPE with Customer’s LAN. 


3.5       Customer Obligations:  Customer’s responsibilities and obligations with respect to ECDS CPE are as follows.  Customer will:


·         provide Company with immediate 24x7 access to the ECDS CPE;


·         report detected ECDS CPE failures and provide information requested by Company, its contractors, or Company’s designated point of contact, as may be necessary or useful for Company to perform its obligations;


·         provide Company and its contractors with access to Customer facilities, overhead and under floor cable ducts, ECDS CPE, and Customer Equipment as may be necessary or useful for Company to perform its obligations;


·         obtain, as may be necessary, all permits, licenses, variances and other authorizations required by state and local jurisdictions for installation and operation of the ECDS CPE;


·         provide adequate building, space, circuitry, and power in accordance with the standards established by Company for proper installation and operation of the ECDS CPE;


·         provide back-up power to the ECDS CPE in the event of a power failure, interruption or outage, if Customer desires such back-up;


·         ensure that all of Customer’s electronic files are adequately duplicated and documented at all times.  Company and its contractors are not responsible or liable for Customer’s failure to adequately duplicate or document files or for data or files lost during the course of performance of maintenance services.


·         Provide a well-lighted and safe working area that complies with all local safety standards and regulations for Company employees and contractors; and,


·         provide Company employees and contractors with proper security clearances as required.  If security passes are required for Company employee or contractor or the equipment brought with such person, Customer must be available to provide all required badges, passes, etc. at the time Company employee or contractor arrives at the site. 


·         Ensure that any failed ECDS CPE is free of any encumbrances at the time it is to be replaced and will remove all external attachments or objects from such ECDS CPE before replacement; and,


·         if Customer requests the deployment of ES to third-party premises Customer shall bear the same obligations to Company with respect to such ECDS CPE as it does with ECDS CPE installed on its premises, and shall cause the affected third-party to comply with the requirements set forth in these terms and conditions.  Otherwise, Customer shall defend, indemnify against and hold Company and its affiliates harmless from any losses, damages, costs, liabilities or expenses resulting from any third-party claim or allegation arising out of or relating to such deployment or third-party.


6.         Physical and Electrical Environment:  Customer must provide the following physical and electrical environments for the ECDS CPE in accordance with the following specifications, which reflect a normal industrial office environment within the U.S. Mainland, and are consistent with the requirements of the ECDS CPE manufacturers.


6.1       Physical Environment:


OPERATING TEMPERATURE:  +40 to +100 degrees Fahrenheit; Rate of change of temperature not to exceed 15 degrees Fahrenheit per hour.


OPERATING RELATIVE HUMIDITY:  20% to 55%; Relative Humidity – non-condensing.


AIR QUALITY:  Environment must be dust free, contamination free (no deposits, residue or other similar build up), and meet local building codes.


6.2       Electrical Environment:





Nominal Voltage








120 vac

90 vac

132 vac


208/240 vac

176/204 vac

227/264 vac


208 vac

176 vac

229 vac


480 vac

408 vac

528 vac



*Note:  The ECDS CPE is sensitive electronic equipment.  In areas where heavy industrial equipment is used and/or there are frequent electrical storms, it is desirable to provide electrical isolation for the ECDS CPE by using motor generators or UPS equipment.  For an additional charge, Company can provide back-up power protection or isolated power sources upon request.


FREQUENCY:  Normal commercial power


AC INRUSH CURRENT:  Fuses and Circuit Breakers capable of handling instantaneous inrush current 10 times the rated input steady state current.


ELECTRICAL OUTLETS:  There must be dual or quad standard NEMA L5-15R 3 prong electrical outlets located within 6 feet of the ECDS CPE equipment racks for the exclusive use of the ECDS CPE and Company service technicians.  Each receptacle must provide power that meets the specifications under this Section and must be powered on a 24X7 basis.


FLOOR SPACE:  Sufficient floor space to accommodate Company racks and/or cabinets that contain the ECDS CPE, with unrestricted access of 3 feet or more around all units to accommodate Company service technicians and their test equipment.


7.         Customer will comply with all applicable law, rules, regulations and ordinances, including without limitation, local license or permit requirements that may apply to the placement or use of the ECDS CPE, as well any applicable import and custom laws and regulations.


8.         Customer will execute and deliver to Company in recordable form any financing statement or other document requested by Company to perfect, or to establish and/or maintain the priority of, Company’s, its contractor’s or its assignee’s security interest in the ECDS CPE, if any, created pursuant to its ECDS Service Agreement with Company.  Notwithstanding the foregoing, Company will not be required to obtain Customer’s consent or authorization to file any financing statement or other document needed to perfect, establish and/or maintain such security interest, and Company reserves the right to file a financing statement or other document without Customer’s execution in accordance with the terms of the Uniform Commercial Code based on Customer executing the Service Agreement or any other agreement between Company and Customer.


9.         Insurance


9.1       During Customer’s Term, and any renewals or extensions thereof, Customer will maintain insurance on the ECDS CPE, in the kinds and the amounts specified, with insurers of recognized responsibility, licensed to do business in the State(s) where Customer’s obligations will be performed, and having at least: an A.M. Best's rating of A8, a Standard & Poor's rating of AA, or a Moody's rating of Aa2.  In accordance with the above, Customer will maintain comprehensive or commercial general liability (CGL) insurance covering the ECDS CPE providing premises occurrence-based coverage for bodily injury and property damage of not less than $1,000,000 per occurrence/$2,000,000 aggregate, and coverage for damage to the ECDS CPE during the Term.  The limits of such damage insurance shall be no less than the replacement cost of the ECDS CPE.  A combination of primary and excess/umbrella liability policies will be acceptable as a means to meet the limits specifically required hereunder for ECDS CPE damage.  THE REQUIRED MINIMUM LIMITS OF INSURANCE COVERAGE SET FORTH ABOVE SHALL NOT IN ANY WAY RESTRICT OR DIMINISH CUSTOMER’S LIABILITY UNDER THE SERVICE AGREEMENT.


9.2       Customer will submit to Company a standard "Accord" insurance certificate (or comparable form acceptable to Company) signed by an authorized representative of such insurance company(ies), certifying that the insurance coverage(s) required hereunder are in effect for the purposes of this Section I.  Said insurance certificate shall certify that no material alteration, modification or termination of such coverage(s) shall be effective without at least 30 days advance written notice to Company.


9.3       All policies shall name Company, its subsidiaries and Affiliates, as “Additional Insureds” with respect to Customer’s liability under this Section I.


9.4       Customer shall permit any authorized representative of Company to examine Customer's original insurance policies, should Company so reasonably request. Should Customer at any time neglect or refuse to provide the insurance required herein, or should such insurance be cancelled or non-renewed, Company shall have the right to secure substitute coverages and add the cost to invoices sent to the Customer.


9.5       Customer's insurance is considered primary and not excess or contributing with any other applicable insurance.