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Exhibit A:
A. Your Contract with China Unicom Americas references or attaches these General Terms
and Conditions and references or attaches
1. These general terms and conditions apply to the applicable Specific Terms and
a variety of services offered by China Conditions. Upon countersignature of this
Unicom Americas, (each, a “Service”). additional Order Form by CHINA UNICOM
Additional terms and conditions apply to Americas, an additional Agreement will
each of these Services and are reflected in exist between you and CHINA UNICOM
the separate specific terms and conditions Americas as to such upgraded or additional
for that Service (the “Specific Terms and Services.
Conditions”; together with these General
Terms and Conditions, and any other 5. In the event of any discrepancies between
supplemental terms and conditions referred General Terms and Conditions, any Specific
to in the Order Form, the “Terms and Terms and Conditions, or the Order Form,
Conditions of the applicable Service”). the following order of precedence will
apply:
2. When you purchase one or more Services i. (highest precedence) Order Form
from us, you will enter into a contract with (including any special terms specified in
CHINA UNICOM Americas. This contract the Order Form or contained in schedules
(the “Agreement”) will consist of: (i) these or appendices attached to and referenced
General Terms and Conditions; (ii) one or therein).
more Order Forms (including any schedules ii. Specific Terms and Conditions
and appendices attached to and referenced in iii. (lowest precedence) General Terms and
the Order Form) for the Service(s) you are Conditions
purchasing; and (iii) the Specific Terms and
Conditions applicable to each Service you B. Term
are purchasing. If you are purchasing more
than one Service, you will be deemed to 1. Our Agreement with you will be effective as
have a separate Agreement with us for each to the contracted Service as of the
Service. Effective Date and will remain in force
until the end of the specified term for the
3. Our Agreement with you will be effective as Service unless terminated earlier. You
to the purchased Service as of the date we must specify an initial term for each
countersign the Order Form for that Service Service (the “Initial Term”) in the Order
that you have signed and submitted to us Form; if no Initial Term is specified, the
(the “Effective Date”). Initial Term will be one year. The Initial
Term will commence on the Service
4. You may order upgrades of, or Commencement Date for the Service.
modifications to an existing Service, or Upon conclusion of the specified Initial
place orders for additional Services by Term, the Agreement will continue in
executing an additional Order Form that effect indefinitely until terminated by
either Party upon 30 days written notice. location. You must cooperate with us in
Please see Clause G.3 for certain securing local access arrangements from
payments, penalties and other conditions local access providers. If we arrange local
that apply to termination in certain access on your behalf in connection with the
circumstances. Service, you will be deemed to have agreed
to and accepted all the terms and conditions
C. Implementation imposed by the local access provider(s) and
will indemnify us for any costs or liabilities
1. Prior to any RRFS Date (as defined below) that we incur under such arrangements
for the Service at any location, you may (including, without limitation, any
postpone the RRFS date for that location cancellation penalties incurred if all or a
by giving us prompt written notice to such portion of the applicable Service is
effect. If the rescheduled RRFS is more terminated or cancelled).
than thirty days following the original
RRFS Date, we will have the right to bill D. Charges and Payment
you for any charges or expenses incurred
by CHINA UNICOM Americas as a result 1. There are generally two components to our
of the rescheduling. Such expenses may charges for Service: (i) one-time installation
include local access fees. You may not charges (the “Initial Charge”); and (ii)
postpone the RRFS date for any location monthly recurring charges (“Monthly
by more than 60 days from the original Service Charges”). For some Services,
RRFS date. Initial Charges and Monthly Service
Charges may consist of several components,
2. Any requested ready for service date for and you may also incur certain additional
delivery of a Service (the “RRFS Date”) set miscellaneous charges, in each case as
forth in the Order Form or otherwise specified in the applicable Specific Terms
specified by CHINA UNICOM Americas is and Conditions. If we are procuring local
subject to our standard and expedited access for you in connection with a Service,
delivery intervals for the applicable Service. you will also incur local access charges.
These intervals may change from time to There may be additional separate charges for
time. Although we will use reasonable local access. All charges will be set forth in
efforts to install the Service on or before the the Order Form.
RRFS Date, our inability to do so or to meet
any other target date will not constitute a 2. You may also have to pay certain additional
breach by us under this Agreement. non-recurring charges in connection with
However if we fail to make any Service certain Services. Such charges will be
available to you within 90 days of the specified in the applicable Specific Terms
applicable RRFS Date, upon ten (10) days’ and Conditions.
prior written notice to us you may cancel the
Service so delayed. Such cancellation will 3. All charges are exclusive of any and all
be your sole remedy under this Agreement. applicable taxes including value added tax
(if any), and regulatory surcharges (if any).
3. If you request delivery of the Service at a These amounts will be charged separately in
location other than a CHINA UNICOM your invoices.
Americas POP, you will be deemed to have
appointed CHINA UNICOM Americas or 4. Subject to applicable law, CHINA
its designated affiliate as agent to arrange UNICOM Americas reserves the right to
local access from the requested CHINA vary our charges at any time to reflect
UNICOM Americas POP to your specified changes in the governmental policies or to
General Terms and Conditions
-2–
reflect the changes in the costs we incur in UNICOM Americas after such payment or
providing any Service to you. We will give withholding is equal to the amount
you thirty days prior written notice of such invoiced.
changes.
7. You may be required to give us a security
5. We will invoice you in advance on a deposit and/or your use of the Service may
monthly basis and the Initial Charge will be subject to credit limits. In each case
be reflected in the first invoice we send the applicable details will be set forth in
you, together with the Monthly Service the Order Form.
Charges for the coming month. Monthly
Service Charges will begin to accrue on E. Modification and Maintenance
the Service Commencement Date. Some
Services also have usage-based Monthly 1. We may modify the network or technical
Service Charge components which will be specifications applicable to any Service so
invoiced in arrears. We will invoice in the long as such modifications do not result in
currency specified in (in order of any significant changes to the features and
preference) the Order Form, in US functionalities of the Service at the time you
Dollars. You must pay our invoices in full purchased it.
within thirty days of the invoice date.
You must pay all amounts invoiced or 2. CHINA UNICOM Americas may at its sole
otherwise owed to us under this discretion wholly or partially suspend the
Agreement without set-off or deduction. Service in connection with network or
Any sum that is not paid when due will equipment modification, preventive or
incur an interest charge of 10%, or the emergency maintenance, or as may be
maximum amount permitted by law, if required by applicable law. Whenever
less, commencing on the payment due possible we will give you advance notice of
date. We may change the applicable any planned intention to suspend the Service
default interest rate in the event of for any period and will provide such details
significant fluctuations in applicable as are available concerning the expected
interest rates and other economic schedule and duration of such a suspension.
conditions. You will be conclusively To the extent possible, we will discuss
deemed to have accepted any invoiced expected suspensions with you in advance
amounts which you do not dispute in and implement them in a manner which
writing prior to the applicable payment minimizes their impact on you and your
due date. users.
6. You must pay all taxes, duties, fees, levies 3. CHINA UNICOM Americas provides a
and other similar charges and any related coordinated, single point of contact
interest penalties however designated or maintenance function for Customer on a
imposed by any taxing or governmental 24/7 basis. We will notify you of the
authority whether imposed directly on you details of this point of contact.
or indirectly on CHINA UNICOM
Americas as a result of the existence or F. Customer Responsibilities
operation of this Agreement or otherwise
relating to the Service. If you are required In addition to your other obligations under
to withhold or pay such taxes from the Agreement you must:
amounts that we have invoiced you for,
you must pay such additional amounts so 1. Procure for CHINA UNICOM Americas
that the net amount received by CHINA and its subcontractors and agents access to
General Terms and Conditions
-3–
the premises and points of contact at all intentional acts, unauthorized acts or
Circuit Location Addresses. other causes that are within your
reasonable control.
2. Provide us with such additional v. Upon termination of the Service or the
documentation, such as letters of agency as Agreement for any reason, make
may be necessary for us to procure local available all equipment for removal or
access for you in connection with the return in the same condition as originally
Service installed (ordinary wear and tear
excepted) or pay a mutually negotiated
3. Assume all responsibility for all local access restoration or retention fee.
arrangements procured by CHINA vi. Hold us harmless for any interruption of
UNICOM Americas in connection with the or inability to use the Service where such
Service. event is caused by your failure to comply
with any of the foregoing.
4. Upgrade Customer-provided equipment as
necessary to support the Service and provide 7. Use the Service only for the purposes for
environmentally suitable equipment rooms which it is designed and provided.
that comply with applicable laws and other
requirements as may be applicable to the 8. Possess or obtain and maintain in force all
relevant equipment or otherwise reasonably necessary licenses and permits, and comply
specified by CHINA UNICOM Americas. with any laws, directives, regulations and
conventions which may be applicable to the
5. Participate in any testing procedures and possession or use of the Service by you or
provide escort services and a secure and safe third parties using it through you.
environment to any personnel of CHINA
UNICOM Americas or its subcontractors 9. Not use the Service or permit third parties
while they are on your premises for using it through you to do so in a manner
purposes of installation, testing or which:
maintenance. i. violates any applicable law, regulation,
treaty or tariff;
6. To the extent that we have agreed to provide violates the acceptable usages of any
ii.
ii. Be responsible for preparing the location results in network interruptions of any
for installation, including providing kind; or
adequate space, heating and cooling and involves illegal or unauthorized access,
vi.
“Order Form” means the Order Form for the N. Entire Agreement
Service that, when executed by Customer
and CHINA UNICOM Americas, together This Agreement, including the Order Form
with the Specific Terms and Conditions and and Specific Terms and Conditions, is the
these General Terms and Conditions entire Agreement between the Parties
comprise the Agreement between the concerning the applicable Service and it
parties. supersedes all prior agreements, proposals,
representations, statements, or
“Party” means either CHINA UNICOM understandings, whether written or oral,
Americas or Customer, and “Parties” means concerning the Service. No change,
both of CHINA UNICOM Americas and modification or waiver of any of the terms
Customer. of this Agreement will be binding unless
included in a written agreement and signed
“Service Commencement Date” means the by both Parties.
earliest of: (i) the date when Customer is
notified that the Service ordered is being We hope you find our Services satisfactory
provided to the Customer Interface; (ii) the and thank you for choosing CHINA
date when Customer begins using the UNICOM Americas.
1. Your Contract with CHINA UNICOM confirming evidence in the form of Order.
Americas
2.4 Provisioning of Bandwidth
1.1 Together with the General Terms and
Conditions for CHINA UNICOM Subject to technical and operational
Americas Services, these Specific Terms feasibility, CHINA UNICOM Americas will
and Conditions, when attached to an Order provide the customer with an IPLC
Form properly filled out and duly executed transmission capacity having the following
by you and the CHINA UNICOM variants and transmission rates:
Americas, will constitute your Agreement
with CHINA UNICOM Americas for our IPLC service Transmission rates
International Private Leased Circuit variants (bp/s)
Service (for purposes of this Agreement, PoP-PoP 1.5M; 2M; 45M;
“the Service”). 155M ; 622M* ;
2488M*
1.2 Please refer to the General Terms and PoP-End 1.5M; 2M; 45M;
Conditions for the general terms and 155M ; 622M* ;
conditions applicable to our Agreement 2488M*
with you for the Service. End-End 1.5M; 2M; 45M;
155M ; 622M* ;
2. Service Overview 2488M*
* on special request, project based
2.1 CHINA UNICOM Americas International
Private Leased Circuit Service consists of
one or more end-to-end connection 3. Initial Charges
between City Pairs. Each end will
terminate in a Customer Interface at (a) a Initial Charges. Initial charges for the Service
Circuit Location Address or (b) a CHINA will consist of the installation charge
UNICOM Americas POP, in each case as specified in the Order Form, together with
specified in the Order Form. Customer any initial charges applicable to local access
Interfaces at CHINA UNICOM Americas circuits we have procured on your behalf.
POP are subject to availability.
4. Monthly Service Charges
2.2. From time to time, the Parties may, but
shall not be obliged to, enter into separate Monthly Service Charges. Monthly Service
Orders for the leasing of IPLC Services. Charges for the Service consist of three
elements: (i) Local Access Charges; (ii)
2.3 Each Order shall be effected, evidenced IPLC connection Charges applicable to the
and governed in accordance with this Service; and (iii) other Monthly Service
Specific Terms and Conditions and other Charges applicable to the Service, if any,
General Terms and Conditions
- 11 –
which will be specified in the Order Form.
7.1 The Service is to be accepted per IPLC and
4.1 Local Access Charges. When we procure related local access circuit.
local access on your behalf for use in
connection with the Service, we will 7.2 After CHINA UNICOM Americas finishes
invoice you for Local Access Charges as the provisioning of your local access circuit,
part of the Monthly Service Charge. For we will notify you by email or telephone.
services terminating outside CHINA You must finish the installation of CPE
UNICOM Americas Gateways (Beijing, (Customer Premises Equipment) within two
Shanghai, Guangzhou), a Domestic (2) days of receiving our notification, and
Private Leased Circuit equal to the charge notify our project manager of the completion
of a Domestic Long Distance Local Loop of the CPE installation. CHINA UNICOM
shall be applied. Americas is responsible for network
configuration and will coordinate with you to
test the end-to-end IPLC when the CPE is
4.2 IPLC Connection Charges. Pricing for
ready. CHINA UNICOM Americas will
IPLC Connection is determined according
issue an “Acceptance Letter” (refer to
to the transmission bandwidth and region
attachments) if the testing is successful.
designated by you in the Order Form.
However, in the event that testing is not
successful, we will perform trouble shooting
5. Other Charges
and re-configuration as necessary and then
repeat the testing process until the testing is
In addition to Monthly Service Charges and
successfully completed. Once the testing is
Initial Charges, you may incur additional
successful, an Acceptance Letter will be
non-recurring charges including: (i) any non-
issued to you. The actual “RFS Date” is
recurring charges imposed by local access
indicated on the Acceptance Letter. You
providers in connection with Service
should sign and return the Acceptance Letter
reconfigurations or cancellations; (ii) Service
to us within five (5) days of receiving it. The
reconfiguration; (iii) Service cancellation or
Service Commencement Date starts on the
disconnection; and (iv) miscellaneous
actual RFS date indicated on the Acceptance
additional charges to the extent that our
Letter.
efforts to install, reconfigure or disconnect
any aspect of the Service are delayed for any
7.3. In the event that you fail to have the CPE
reasons resulting from customer negligence.
ready within two (2) days of local access
circuit completion, we have the right to
6. Technical Standards and Method of
proceed with configuration of our network
Operations
and issue an Acceptance Letter although end-
to-end IPLC testing is not and cannot be
6.1 Unless otherwise agreed by the Parties, the
carried out. Under this circumstance, you
technical standards and method of operation
shall be obliged to sign the Acceptance Letter
to be applied and used in the provision of
and accept the actual RFS Date as the
the Services shall conform to the relevant
Service Commencement Date.
Recommendations of The
Telecommunication Standards Sector (TSS)
of the International Telecommunication
8. Definitions
Union (ITU).
“IPLC” means International Private Leased
Circuit.
7. Project Completion and Service Acceptance
2. Service Information
New Installation □Cancellation □Changing Speed □
Changing Access Mode
Application Type
□Changing Interface □ Changing IP Address □ Other
(Authorized signature)
Name: Simon Curtis-Ells Name:
This International Private Leased Circuit Services Agreement (the “Agreement”) is made effective
as of the effective date specified below (the “Effective Date”) by and between China Unicom
Americas, a Corporation established under the laws of the State of California with its registered
address at 707 Wilshire Blvd., Suite 3088, Los Angeles, CA 90017 (“CHINA UNICOM
Americas”) and the Customer identified below (“Customer” or “You”).
This Agreement consists of this signature sheet, the General Terms and Conditions, the Specific
Terms and Condition, and Order Form(s) attached to this Signature sheet and the following Exhibits
attached hereto.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their
duly authorized officers or representatives as of the Effective Date.
By: By:
By
VERSION: V3.0
1 Scope
This document outlines the criteria of PoP to PoP International Private Leased Circuit
(IPLC) provided by China Unicom Americas Operations Limited also known as China
Unicom Americas Operations Ltd.( hereunder ‘CUA’). Local access circuit service
level is not applicable to this document.
2 Definitions
ARFSD
Refers to Agreed Ready for Service Date, the date that CUA agreed to commission
the Circuit as per mutually agreed on.
Break in Transmission
Refers to an unscheduled period in which the service is interrupted and not usable for
60 or more seconds within a 15-minute period, as measured by CUA.
Days
Fault
IPLC
Month
MRC
Refers to the Monthly Rental Charges of a particular Circuit payable to CUA during
the term of agreement.
PoP
Circuit
PoP to PoP Circuit---Refer to the dedicated circuit between PoPs within PoP of CUA.
CA
Refers to the second(s) when the bit error ratio ≥ 10-3 per second.
Unavailable Time
Refers to a period when 10 consecutive Severely Error Seconds have been observed.
The end of such Unavailable Time Period is declared when 10 consecutive seconds
without any severely bit error has been observed.
Circuit BER
Refers to the Circuit Bit Error Rate of PoP to PoP Circuit provided by CUA: better than
1*10-8.
CUA guarantees the Circuit can be installed and activated by a mutually ARFSD.
The lead-time is from 30 to 60 business days. If CUA fails to provide IPLC service on
or before the original ARFSD, a Service Delivery Guarantee Rebate is calculated in
accordance with the following formula:
Days < 7 1%
7 ≤ Days ≤ 15 5%
CUA guarantees the availability of the Circuit from China to PoP of CUA shall be:≥
99.9% per Month.
1
In accordance with the SRG Compensation Schedule (Table 1).
The customer should notify CUA of any service interruptions. The credit rebate will be
based on the time period the trouble ticket is opened and closed after the circuit is
accepted by the customer. SLA credit will not be provided without customer
notification to open a trouble ticket.
Mean Time To Repair (MTTR) is defined as a monthly average of the time taken to
repair all faults on a specific circuit during a Network Outage. The length of each
Network Outage on a specific circuit is totaled at the end of each billing month and
divided by the corresponding number of Network Outages for that channel. If MTTR
per billing month extends beyond 4 hours, the following credit rebates are applicable
(which rebates will be in addition to any rebates Customer is entitled to receive
pursuant to Section 3.2. above)
The exclusions include, but are not limited to, the following:
• Any Force Majeure event beyond the reasonable control of CUA including, but not
limited to, acts of God, government regulation, national emergency and any other
defined in the agreement(s) of the particular Circuit(s).
• Any interruptions reported and discovered by the customer but not recognized by
CUA.
• END SLA