SERVICE LEVEL AGREEMENT

This Service Level Agreement (this “SLA”) describes Ultatel’s service availability commitments, voice quality targets, support response times, and the service credits available when Ultatel does not meet those commitments. This SLA is incorporated by reference into the Master Services Agreement (“MSA”) and the Service Agreement and applies to customers who have an active subscription to the applicable Services. Capitalized terms not defined in this SLA have the meanings given in the applicable Service Agreement.

1. Service Availability Commitments

Ultatel commits to the following monthly availability targets, measured separately for each Service component:

Monthly Availability is calculated as: (Total Minutes in the Month − Downtime Minutes attributable to the component) ÷ Total Minutes in the Month, expressed as a percentage.

2. Voice Quality Targets

In addition to availability, Ultatel targets the following voice quality metrics within the Ultatel network. Quality metrics are measured from Ultatel’s ingress to egress points and do not include the public internet, Customer’s local network, or third-party access carriers.

Failure to meet voice quality targets does not, on its own, entitle Customer to service credits. However, sustained voice quality degradation that prevents normal business use may be reported as Downtime under Section 1 if confirmed by Ultatel.

3. Definitions

• “Downtime” means a continuous period during which the affected Service component is unavailable for Customer’s use, beginning when Customer first reports the unavailability (or Ultatel’s monitoring confirms it, whichever is earlier) and ending when the Service component is restored. Downtime does not include Excluded Periods.
• “Excluded Periods” means any period during which a Service is unavailable, degraded, or interrupted due to: (a) Scheduled Maintenance, (b) Emergency Maintenance, (c) acts or omissions of Customer or its end users (including misconfiguration, exceeding capacity, or breach of the AUP), (d) failure of Customer’s local network, premises equipment, power, or internet connection, (e) failure of third-party networks, transit providers, or services outside Ultatel’s reasonable control, (f) suspension under the Service Agreement or MSA, (g) force majeure events, or (h) any period during which Customer is not in Good Standing.
• “Scheduled Maintenance” means maintenance performed during Ultatel’s standard maintenance window of 11:00 PM to 4:00 AM Eastern Time on any day. Ultatel will use commercially reasonable efforts to provide at least seventy-two (72) hours’ advance notice of Scheduled Maintenance expected to materially affect Service availability.
• “Emergency Maintenance” means maintenance performed outside the Scheduled Maintenance window that Ultatel reasonably determines is necessary to address a security vulnerability, prevent imminent Service degradation, or comply with a regulatory requirement. Ultatel will use commercially reasonable efforts to provide advance notice where practicable.
• “Good Standing” means Customer has paid all undisputed amounts then due to Ultatel and is in material compliance with the applicable Service Agreement or MSA and the AUP.
• “Affected MRC” means the monthly recurring charge (excluding taxes, fees, regulatory surcharges, and usage-based charges) for the specific Service component that experienced Downtime, for the month in which the Downtime occurred.
• “Service Credit” means a credit applied against Customer’s future invoice, calculated as a percentage of the Affected MRC as set forth in Section 4.

4. Service Credits

If a Service component’s Monthly Availability falls below the applicable target in Section 1, Customer is eligible for a Service Credit calculated as a percentage of the Affected MRC for that component, in accordance with the following schedule:

Service Credits are calculated separately for each Service component and are aggregated into a single credit on Customer’s next invoice.

5. Credit Request Procedure

To request a Service Credit, Customer must:

1. report the Downtime to Ultatel customer support within twenty-four (24) hours of becoming aware of it, by opening a support ticket and providing reasonable detail (time, affected users or locations, observed symptoms);
2. submit a written Service Credit request to support@ultatel.com within thirty (30) days after the end of the calendar month in which the Downtime occurred, including the support ticket reference and the calculated credit amount; and
3. be in Good Standing at the time the request is submitted.

Ultatel will validate the request against its monitoring records and respond within thirty (30) business days. Approved Service Credits will appear on Customer’s next invoice. Service Credits cannot be exchanged for cash, refunded, or carried forward beyond twelve (12) months after the credit is issued.

6. Maximum Credit and Sole Remedy

In any calendar month, the total Service Credits payable to Customer shall not exceed one hundred percent (100%) of Customer’s Affected MRC for the affected Service components. Service Credits are Customer’s sole and exclusive remedy for any failure of Ultatel to meet the availability or voice quality targets in this SLA, except as expressly provided in Section 7.

7. Chronic Failure Termination Right

If a Service component fails to meet its Monthly Availability target for three (3) or more months in any rolling twelve (12) month period (“Chronic Failure”), Customer may terminate the affected Service without payment of an Early Termination Fee by providing written notice within thirty (30) days after the third qualifying month. Upon termination, Ultatel shall refund any prepaid, unused fees for the affected Service prorated to the termination date. This termination right is in addition to any termination rights set forth in the applicable Service Agreement or MSA, and any persistent failure of this SLA may also constitute material breach for purposes of those agreements.

8. Support Response Targets

Ultatel will use commercially reasonable efforts to respond to support requests within the following target times. Support response targets do not entitle Customer to Service Credits and are not remedied under this SLA, but persistent failure to meet response targets may be considered in the chronic failure analysis under Section 7.

“Initial Response” means acknowledgement of the support ticket by an Ultatel support engineer with a target time for further update. “Business hours” means 9:00 AM to 6:00 PM Eastern Time, Monday through Friday, excluding U.S. federal holidays. Severity is initially assigned by Ultatel based on the description provided; Customer may request reclassification with reasonable justification.

9. Exclusions

This SLA does not apply to, and Customer is not entitled to Service Credits for, any unavailability, degradation, or failure caused by or attributable to:

• Excluded Periods as defined in Section 3;
• issues with the public internet or with Customer’s broadband, transit, or wireless connectivity, including last-mile failures;
• Customer-provided equipment, software, network configuration, or codec selection;
• third-party services, applications, or integrations not provisioned by Ultatel;
• delivery of communications terminating on third-party telephone networks, where the failure is caused by the third-party network;
• beta, evaluation, trial, or no-fee Services, which are provided “as is” without SLA commitments;
• Services that have been suspended in accordance with the applicable Service Agreement or MSA;
• E911 calling, which is governed by the E911 Disclosure at www.ultatel.com/e911 and the limitations and disclaimers set forth therein; or
• any unavailability lasting less than five (5) consecutive minutes.

10. Service Monitoring and Reporting

Ultatel maintains internal monitoring systems that continuously measure Service availability, voice quality, and incident metrics. A summary of current service status is publicly available at the Ultatel status page (referenced from www.ultatel.com). Upon Customer’s reasonable written request, Ultatel will provide monthly Service availability metrics for Customer’s account.

11. Changes to This SLA

Ultatel may update this SLA from time to time. If an update would materially reduce Customer’s rights under this SLA, Ultatel will provide at least sixty (60) days’ prior written notice, and Customer may, within thirty (30) days of such notice, terminate the affected Service without Early Termination Fee if the update is not required by applicable law. The updated SLA will be effective at the start of the next calendar month following expiration of the notice period.

12. Order of Precedence

In the event of a conflict between this SLA and the applicable Service Agreement or MSA, this SLA shall govern with respect to Service availability, voice quality, support response targets, and Service Credits. In all other respects, the applicable Service Agreement or MSA shall govern.

— End of Service Level Agreement —