Service Level Agreement

Last updated: July 16, 2025

I. TERMS AND CONDITIONS APPLICABLE TO COLOCATION SERVICES

The terms in this Part II apply only to data center colocation services licensed to Customer under a Service Order that specifies Colocation. This Part shall not apply to other services, including cloud or Internet connectivity services.

2. ADDITIONAL TERMS

The following additional terms and conditions shall apply to the provision of such Colocation.

• “Colocation”: Licensed Space and any other services (e.g. power or cross-connections) provided by Company to Customer at the Site.
• “Colocation Outage”: The period when UPS power licensed by Customer from Company under a Service Order in the applicable Site Space is unavailable to Customer (provided that the primary and redundant feeds are both unavailable), as measured at the point where Company delivers the UPS power to Customer.
• “Customer Equipment”: Any equipment that Customer places in the Licensed Space.
• “Site”: The specified premises listed in the applicable Service Order at which Company provides floor space or rack arrangements dedicated to Customer Equipment.
• “Site Landlord”: The landlord or lessor of a particular Site.
• “Site Lease”: The applicable underlying lease agreement for a particular Site.
• “Licensed Space”: The floor, cabinet, cage, or rack space dedicated to Customer Equipment at a specific Site.

3. LICENSE TERMS AND CONDITIONS

3.1. License.  

‍Subject to the terms and conditions set forth in the Agreement, and pursuant to a Service Order for Colocation, Company will grant to Customer a license to occupy and use the Licensed Space, and any power, cabling, and connectivity identified in an applicable Service Order. Customer acknowledges that the licensing of a given Licensed Space under the Agreement does not grant any real property interest in such Licensed Space or at the Site. Customer’s occupancy of the Licensed Space shall be subject and subordinate to the terms and conditions of the Site Lease applicable to such Site, including provisions regarding condemnation, government taking, damage to premises, and termination of such Site Lease.

3.2. Use of Licensed Space.  ‍

Except as otherwise provided in this Supplement, each Licensed Space is delivered in its current condition (“as is” and “where is”), and Customer acknowledges that it has inspected and found the condition satisfactory. Company makes no warranty with respect to title, condition, safety, or fitness of the Licensed Space, and Customer shall use the Licensed Space at its sole risk. Customer shall use the Licensed Space only for the purpose of placing, operating, and maintaining Customer Equipment. Customer shall use the Licensed Space according to the terms of the Agreement, including the Rules and all applicable regulations and international, federal, state, and local laws. The Agreement does not prevent the Company from using for any purpose the Site, Company’s cages, cabinets, racks, cables, power, other facilities, or equipment. Customer agrees that it will not permit anyone other than Customer or its authorized agents to use the Licensed Space without the prior written consent of Company. Company agrees that it will not permit anyone other than Customer or its authorized agents to use the Licensed Space without the prior written consent of Customer. Company may sub-lease or license other portions of the Site to third parties without the prior written consent of Customer. Customer shall not make any alterations to the Licensed Space except for the installation, operation, and maintenance of Customer Equipment. Customer shall properly maintain the Licensed Space and keep the Site free of any debris, waste, or obstructions.

3.3 Installation and Removal.  

Customer is responsible for all aspects of installation and removal of Customer Equipment, unless otherwise agreed in writing by the Parties. Customer will install Customer Equipment in the Licensed Space only after obtaining authorization from Company. Customer shall give Company at least ten (10) business days’ notice prior to commencing installation, and installation and testing shall at all times be under the direct supervision of an authorized employee or agent of Company. If Customer uses an agent or other third party to deliver, install, or remove Customer’s Equipment, then Customer will be solely responsible for the acts of such agent or third party. Customer shall engineer, furnish, install, and test, at its sole cost and expense, all Customer Equipment in accordance with the plans and specifications approved in advance by Company. All Customer Equipment shall be clearly labeled as such, and Customer shall be responsible for removal of all installation material, for daily clean-up of the Licensed Space during installation, and for a final clean up after completion of installation.  

Customer will provide Company with notice at least two (2) days before Customer schedules removal of a substantial piece of Customer Equipment from the Licensed Space so Company can coordinate removal with the Site. Nothwithstanding the foregoing, Company must confirm Customer’s account is current before it will authorize removal of Customer Equipment.

3.4. Rules and Regulations.

‍Company’s Colocation services will be provided in accordance with the terms specified in an applicable Service Order and the Company’s Rules, as stated in Part I above, which may be amended from time to time by Company. Moreover, Customer agrees to be subject to, and comply with, all Site rules, regulations, and similar requirements imposed by the Site Landlord, and will not take any action to cause a breach of the Site Lease.

3.5. Power.

‍Company will provide DC power or AC power to the Licensed Space as specified in an applicable Service Order at the rates and charges set forth therein. Notwithstanding anything to the contrary in this Agreement, Customer agrees that, in no event shall the load for the Licensed Space connected to any power circuit(s) exceed the lesser of: (i) eighty percent (80%) of a primary power circuit’s breakered capacity if Company provides Customer only one source of power, or (ii) forty percent (40%) of Customer’s combined power circuits if Company provides Customer with primary and redundant (A&B) power circuits (“Power Limitation”). If Company discovers that Customer has violated the Power Limitation, Company may, in its sole discretion, provide Customer with written notice of such violation requiring Customer to pay Company a monthly excess power charge of one-hundred fifty percent (150%) of the then-applicable power charge or discontinue Customer’s right to use the power circuit(s) that exceeds the Power Limitation. Unless specified in a Service Order, Company shall not have any obligation to provide the applicable Licensed Space with, and it shall be Customer’s responsibility to provide or install as necessary, surge protection devices, power performance monitoring devices, or other electrical safety devices to protect Customer Equipment. If Licensed Space experiences any loss or interruption of power, Customer may be eligible for power credits. To be eligible for such credits, Customer must (i) utilize A&B redundant power systems, (ii) perform fail-over testing at least once per year to ensure Customer Equipment will perform with a single-sided power interruption, and (iii) report such loss or interruption to Company promptly.  

3.6. Power Service Availability.

Company strongly recommends dual power and monitor-ready automatic transfer switch and power distribution units correctly deployed in every rack and cabinet to ensure 100% uptime. Customer Equipment not properly utilizing A&B power systems will not receive Service Credits for power loss (“Power Service Credits”). Customer’s uninterruptible power supply (“UPS”) is not permitted down-line from the Company’s mission critical power system. Company must pre-approve all power distribution systems deployed within Customer’s Licensed Space. Customer must first test all Customer Equipment on house power prior to plugging into the Company’s UPS receptacles. For each hour or fraction thereof that Customer experiences both A&B power unavailability, Customer may request Service Credits for cabinets experiencing power loss. By way of example, Company shall provide one tenth (1/10^th) of a Service Credit for each full six (6) minute period during which power is not available to any Customer cabinet properly utilizing both A&B power, up to 50% of total MRC for the month Customer experiences the power interruption. Company will only provide a Power Service Credit for those interruptions reported to Company at the time, or within two (2) hours, of the interruption. If Customer only has single-sided power, Customer will not receive Power Service Credits. Customer must perform fail-over testing procedures at least once each year to ensure all Customer Equipment will function properly in the unlikely event of a single-side power interruption. This is meant to protect the Customer. Customer’s failure to perform this testing could result in forfeiture of Power Service Credits.

3.7. Company Network.

Company provides 99.9% availability of the Company network in any calendar month, as calculated from the ingress to and egress from the Company network. For cumulative percentage of network unavailability, Customer may request service credits, which Company will only provide for those outages reported within forty-eight (48) hours of such outage. An outage is measured from the time it is reported to the time it is resolved.  

3.8. Customer Equipment.

‍Customer shall, at its own cost and expense, maintain all Customer Equipment at Licensed Space in good repair, condition, and working order, and shall provide or arrange for all requisite parts, equipment, devices, and servicing. Customer shall be responsible for any repairs to or servicing of such Customer Equipment, including any related agreements. Except in the case of an emergency, Company shall not relocate, move, alter, or disturb any Customer Equipment at any Licensed Space without the prior written consent of Customer, with such consent not to be unreasonably withheld, denied, conditioned, or delayed. Upon termination or expiration of a Service Order, Customer agrees to adhere to all the terms and provisions of the Agreement. Unless otherwise provided, a Service Order will automatically extend on a month-to-month basis until a Party provides thirty (30) days written notice to terminate. Any Customer Equipment not removed from the Licensed Space within two business (2) days of the a termination of a Service Order shall be assumed abandoned and Company or Site Landlord may dispose of such Customer Equipment as Company or Site Landlord deems appropriate in its sole discretion, and Customer shall be responsible for any expenses associated with such disposal.

3.9. Relocation.

‍Upon prior notice of at least sixty (60) days, or immediately in the event of an emergency, Company may require Customer to relocate the Customer Equipment to a comparable location. Company may reimburse Customer for reasonable direct costs of relocation, unless Customer requests such relocation.  

3. 10. Cross-Connections.

Upon request, Company will provide Customer with a list of approved carriers. Customer shall order all cross-connections from Company. Such cross-connections are subject to Company’s procedures, including installation and monitoring. Customer will notify the carrier and Company when it wants to terminate or modify any cross-connection. Customer is responsible for paying the carrier, or if billed by Company, the Company, for all cross-connection services. Notwithstanding, Customer agrees that Company bears no responsibility for carrier services, including their efficacy.  

3.11. Inspections.

Company may inspect any part of the Customer Equipment. An authorized representative of Customer may attend such inspection. Notwithstanding, Company may inspect Customer Equipment without notice to address safety concerns, and will inform Customer as soon as reasonably practical of such inspection. Inspections, or failures to inspect, do not impose upon Company any liability and shall not relieve Customer of any obligation under this Supplement or the Agreement.

3.12. Eminent Domain and Casualty.  

If the Site or Licensed Space is significantly damaged by fire or other casualty or taken by eminent domain (collectively, “Occurrence”), Company may terminate the license for any Licensed Space. When such Occurrence renders the Site Space substantially unsuitable for its intended use, a just and proportionate abatement of the applicable MRC shall be made, and Customer may elect to terminate the license for the affected Licensed Space if: (a) Company fails to give written notice within thirty (30) days after such Occurrence of Company’s intention to restore the Licensed Space or find a suitable replacement space, or (b) Company fails to restore the Licensed Space to a suitable condition within one hundred and eighty (180) days after said Occurrence.

3.13. Liens.

Customer shall not permit any party to record a lien on title to the Licensed Space, Site, or portion thereof (including any leasehold interest), for labor, materials, services, or other orders by Customer. Within ten (10) days of Customer’s knowledge of such lien, Customer shall have the lien removed (by recording on title a notice of withdrawal of lien) or bonded over by a reputable surety.

3.14. Fees.

Subject to the Service Orders, MRCs shall escalate by the greater of: (i) the Consumer Price Index – All Urban Consumers  or (ii) three percent (5%) annually. If Company experiences increased costs or fees based on the Site Lease, electrical power, cooling facts, or HVAC, Company shall have the right to charge Customer its pro rata share of such increases.

4. COLOCATION TECHNICAL ASSISTANCE

4.1. Smart Hands.

‍At Customer’s request, Company may provide Smart Hands assistance, which may include assistance in performing light duties, correcting minor problems, remote support, or visual and physical support (e.g., moving equipment, cable management, uncrating boxes, labeling equipment, or sorting cables). Customer agrees to pay Company’s fees for such services. Company reserves its right to reject Customer’s request for such services.

4.2. Technical Assistance Request.

Smart Hands will be provided upon submission by Customer of a request for assistance. The Service Order must contain a method and procedure for the work and expectations for same.  

4.3. Smart Hands Pricing.

Parties to agree on the pricing in a Service Order.

II. TERMS APPLICABLE TO CLOUD AND INTERNET CONNECTIVITY SERVICES

The terms in this Part III apply Cloud and Internet connectivity services provided under a Service Order that specifies that Customer orders such services.  

“Internet Service” means Internet connectivity service and Bandwidth provided by Company at a Location. Internet Service includes, without limitation, the following types of Services:

• Internet Access (“IA”)
  
  • Internet connectivity and Bandwidth provided via a connection at a Company POP
• Optional: DDoS Defense (“DDoS Defense”)
  
  • DDoS Defense is an available option to supplement the Internet Service and consists of monitoring IP traffic for possible DDoS attack and mitigation at the time of a DDoS attack. DDoS Defense can be purchased for a defined  Term or on an as needed basis which is “Emergency Mitigation.”

1. DEFINITIONS

• “Access Port” means the port on the Company Network at a Location which is the point of attachment and entry into the Company Network, and the demarcation point for the applicable Internet Service.
• “Availability” means the percentage of minutes during a calendar month that the licensed Internet Service has not incurred a Service Failure. Availability is calculated as a percentage as follows: [43,200 - (total number of minutes of Service Failure during the calendar month)] divided by 43,200 and multiplied by 100.
• “Bandwidth” means the amount of data (quantified as “Mbps” or “Gbps”) made available to Customer.
• “Cloud Services”: Infrastructure, platforms, or software that are hosted by Company and made available to Customer through the internet or other type of connection.
• “Company POP(s)” means Company’s point of presence(s) at which Company provides interconnectivity to its network routes and facilities.
• “DDoS” means distributed denial of service.
• “Location” is an address wherein Company will provide Internet Service to Customer.
• “Service Credit” means a credit that Customer may receive in the event of a Service Failure or Service Performance Failure.
• “Service Failure” means any period of time during which the Cloud Service is unusable of the Internet Service is unable to send or receive data.
• “Service Performance Failure” means a failure of the Internet Service to meet any performance parameters set forth in Section 5 below. Service Performance Failure is not Service Failure.

2. SPECIFICATIONS

The Specifications applicable to Cloud or Internet Services are the performance parameters set forth in Section 5 below.

3. USE BY CUSTOMER

1. The Cloud Service provides compute, memory, and storage resources to the customer to run application services and store data.

2. Customer shall utilize the Cloud Services in compliance with all applicable international, federal, state,and local laws and regulations, as well as abide by Company’s Rules in Part I.

3. The Internet Service provides IA via the Company Network to the public Internet.

4. The Internet Service is configured at designated speeds on a port at the Location utilizing Company Equipment. The selected speed of service (Bandwidth), physical handoff type to the Customer, pricing, and length of the initial Term shall be set out in a Service Order.

5. Customer shall utilize the Services in compliance with all applicable international, federal, state,and local laws and regulations, as well as abide by Company’s Rules in Part I.

6. To the extent applicable, Customer acknowledges that Company cannot determine whether the communications traffic carried via the Internet Service crosses state lines. Accordingly, unless otherwise stated in the applicable Service Order, Customer agrees that the communications traffic to be carried via the Company Network shall be jurisdictionally interstate, pursuant to the Federal Communications Commission’s mixed-use “10% Rule” (47 CFR 36.154, 4 FCC Rcd. 1352).

7. Upon expiration or termination of an Internet Service for any reason, Customer agrees to return to Company any IP addresses or address blocks assigned to Customer by Company.

8. If the Company in its reasonable judgement determines that a DDoS attack is impacting, or may impact, Company Network, Company may, without incurring any liability, take any action, including but not limited to blackhole filtering of Customer’s traffic, which would drop all traffic destined to Customer.

9. Company will invoice Customer (i) in advance for the MRC associated with DDoS Defense, and (ii) in arrears at Company’s then current rates and charges for any Emergency Mitigation.

4. SERVICE LEVEL AGREEMENT

4.1. Service Level.

Subject to this Section 5, in the event of a Cloud or Internet Service Failure, Customer may be entitled to a Service Credit in accordance with the applicable Service Level Objective set forth in Section 5.3 below. A Service Failure or Service Performance Failure shall be deemed to begin upon the earlier of Company’s actual knowledge of a failure or Company’s receipt of notice from Customer of a failure, and end when the Cloud or Internet Service operates in material conformance with the applicable Specifications. Notwithstanding anything to the contrary in this Supplement, the Agreement, or any Service Order, in no event shall a Service Failure or Service Performance Failure be deemed a breach by Company of this Supplement, the Agreement, or any Service Order. Traffic traversing the public Internet is not subject or applicable to this Section 5 or this Supplement.

4.2. Service Level Objectives.

Company shall provide Customer with Cloud or Internet Services through Company Network as specified in a Service Order. Connectivity is measured and billed using a 95/5 rule. The aggregate of both inbound and outbound Bandwidth is sampled at five (5) minute intervals throughout the month. Once the Company accumulates all samples, the Company discards the top five percent (5%) of the collected samples, and then takes the highest remaining sample rounded to the next full mega bit per second and multiplies it by the negotiated rate to calculate the amount billed to Customer for that period.  

4.3. Availability.

If the Availability in any calendar month is less than the Availability objective set forth in the table below, Customer shall be entitled to a Service Credit equal to the percentage of the applicable MRC set forth in the table on the following page:

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4.4. Service Credits.

‍Service Credits hereunder are calculated as a percentage of the MRC set forth in the Service Order, and may not be applied to usage charges, government fees, taxes, or surcharges, or any third party charges passed to Customer by Company. Service Credits hereunder may be paid only once per any given billing cycle. Service Credits issued to Customer shall be Customer’s sole and exclusive remedy at law or in equity for any Service Failure or Service Performance Failure. Service Credits will not be issued to Customer if Customer’s account with Company is not current. Notwithstanding anything to the contrary herein, the Service Credits shall not apply to Off-Net Services, and in the event of any Service Failure or Service Performance Failure of any Off-Net Service provided by Company to Customer, Company agrees to pass through a credit equal to the credit received by Company from any underlying company for such Service Failure or Service Performance Failure, in place of the above-stated Service Credits. In no event shall Company’s total liability for any and all interruptions, disruptions, failures, or degradations in quality (including without limitation any Service Failure or Service Performance Failure) exceed fifty percent (50%) of the MRC for the affected Service. ‍

4.5. Service Credit Request.

‍Customer must submit a written request to claim a Service Credit no later than five (5) business days following the event which gives rise to Customer’s right to request the Service Credit. Failure to request an allowance within such period shall constitute a waiver of any claim for a Service Credit.

4.6. Multiple Applicable Standards.

‍If an incident affects the performance of a Service and results in a Service Failure or Service Performance Failure entitling Customer to one or more credits under multiple service level standards, only the single highest credit with respect to that incident will be applied, and Customer shall not be entitled to credits under multiple service-level standards for the same incident.  

4.7. Events Excepted From Service Credit.

Notwithstanding the foregoing, Customer shall not receive any Service Credit for any Service Failure, Service Performance Failure, or delay in performing repairs, arising from or caused, in whole or in part, by any of the following events:

1. Customer’s (including its agents, contractors, and vendors) acts or omissions;

2. Failure on the part of Customer Equipment, Customer-provided optical fiber, end user equipment or a vendor’s equipment;

3. Failure of electrical power or power-related equipment not provided by Company;

4. Any outages related to the oversubscription of defined A or B power service;

5. After requested by Company, Customer’s refusal to release the Service for testing and repair;

6. Company’s inability to obtain access required to remedy a defect in Service or restore DDoS Defense;

7. Scheduled maintenance and emergency maintenance periods;

8. Scheduled upgrade of Service at the request of Customer;

9. Force Majeure event;

10. Disconnection or suspension of the Service by Company pursuant to a right provided under this Agreement;

11. Failure of any local access circuits provided by Customer;

12. Company’s inability to repair due to utility safety restrictions;

13. Unavailability of required Customer personnel, including as a result of Customer’s failure to provide Company with accurate and current contact information;

14. Improper or inaccurate network specifications provided by Customer;

15. Dropping of Internet traffic pursuant to Section 5; or

16. Customer attempting to exceed maximum Bandwidth of Customer’s port connection to the Company Network.

5. ADDITIONAL TERMS

5.1. Disclaimer of Third Party Actions.

‍At times, actions or inactions caused by third parties (e.g. DDoS attacks or unauthorized network intrusions) can produce situations in which Customer Cloud or Internet Service (or portions thereof) may be impaired or disrupted. In addition, third parties may attempt to intrude into or hack into Customer’s network. Company has no control over or responsibility for the security of Customer’s network or unauthorized intrusions into or unauthorized uses of Customer’s network or IP addresses used by Customer. Company cannot guarantee that such situations will not occur, and accordingly Company disclaims any and all liability resulting from or related to such events. In the event that Customer’s or unauthorized third parties use of the Cloud or Internet Service cause harm to the Company Network or its operations, Company shall have the right to suspend the Cloud or Internet Service. Company shall restore the Services at such time it reasonably deems that there is no further harm or threat to the Company Network or its operations.

5.2.Network Traffic Samples.

Company may collect samples of network traffic for (i) support and maintenance of Internet Service performance, or (ii) troubleshooting, prevention, or correction of service impacting incidents or for correcting and defending against malicious and improper usage of Company Network and Internet Services (e.g. DDoS attacks, Botnet activity) (collectively, “Network Traffic Samples”). Network Traffic Samples typically include source and destination IP addresses, source and destination ports, and partial or in some cases full payload data, and may be stored in a secure system for historic, troubleshooting, or reporting purposes for up to one year. The collection of Network Traffic Samples is inherent in the Company providing Internet Service. Company does not otherwise utilize Network Traffic Samples for any other purpose, including without limitation collecting data for marketing or sales purposes, or selling or transferring data to third parties. Company utilizes security best practices and provides reasonable and adequate protections to the systems that collect and store Network Traffic Samples. Company is unable to decrypt any Network Traffic Samples that are encrypted. Therefore, Company highly recommends that Customer encrypt its network traffic.