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EXHIBIT 10.11
UUNET
An MCI WorldCom Company
QUOTATION - UUDIRECT ETHERNET IN TORONTO
23 November 1999
Media Synergy Inc.
260 King Street East
Toronto, Ontario, Canada
M5A 1K3
The services quoted will provide you ("Customer") with access to the commercial
Internet. UUNET Canada Inc. ("UUNET Canada") will dedicate a full 100 Mbps
Ethernet connection for your use, and will provide an RJ45 interface at your
premises. Customer is responsible for providing a router that will speak IP over
Ethernet. The service includes one hour of set-up support and procedural
assistance in properly establishing your connection to the Internet,
registration of one domain name and primary and/or secondary Domain Name Service
(DNS), non-portable IP numbers as immediately required and as justified under
current ARIN policy, SMTP mail forwarding, one free POP mailbox and 24x7
customer support. Access will be provided to USENET news hierarchies including
can, comp, misc, news, rec, sci, soc, talk, and your regional hierarchy. All of
the services provided by UUNET Canada in this Agreement are collectively
referred to as "Services" and the current prices of the Services and related
hardware are as follows:
ITEM DESCRIPTION QUANTITY PER UNIT PER MONTH
- ---------- ------------------------------------------------------------------- -------------- --------------- ---------------
1 DEDICATED SETUP (100 MBPS ETHERNET) 1 $20000.00
COLLOCATION SPACE CUSTOM DESIGNED TO YOUR REQUIREMENTS
INCLUDING SUBFLOORING, CABLE MANAGEMENT SYSTEM, POWER
SUPPLY, UPS AND AIR-CONDITIONING. AT 60 ADELAIDE ST. E.
2 DEDICATED ACCESS MONTHLY $12800.00
(BURSTABLE ETHERNET 0-10 MBPS)* 24
3 COLLOCATION SPACE OF 750SQ.FT. 24 $20800.00
THE SPACE WILL BE READY FOR INSTALL ON DECEMBER 15, 1999 UUNET WILL
NOT BEGIN BILLING UNTIL JANUARY 1, 1999 (ADDITIONAL SPACE WILL BE
PROVIDED AT $20.00/SQ.FT.)
PRICING IS RENEGOTIABLE AFTER TWELVE MONTHS TO 10% OFF OUR LIST PRICE AT THAT
TIME OR THE CONTRACTED RATE. WHICHEVER IS LOWER. THIS CONTRACT CAN BE TERMINATED
WITHOUT PENALTY IF UUNET FAILS TO PROVIDE SERVICE AS GUARANTEED BY OUR SLA FOR A
PERIOD OF 30 CONSECUTIVE DAYS.
FIRST RIGHT OF REFUSAL WILL BE GIVEN ON ALL ADJACENT SPACE TO THE COLLOCATION
AREA DESIGNED IN THE FINAL DESIGN DRAWING.
SEE ATTACHED SCHEDULE A FOR BILLING USAGE TIERS, TAXES AND
FREIGHT CHARGES NOT INCLUDED. There is a minimal one-time charge for changing
the circuit configuration from half duplex to full duplex or from full duplex to
half duplex. Please speak with your UUNET Account Executive for complete
details.
The "Minimum Service Period" for dedicated access is the number of months listed
above under quantity. All dedicated access items are invoiced monthly in
advance. The first invoice is sent upon our receipt of this Quotation signed by
you. Subsequent months are invoiced in advance once you have basic IP
connectivity on your link. PAYMENT FOR ALL ROUTER PRODUCTS AND PERIPHERALS MUST
BE MADE IN ADVANCE OF SHIPMENT. DEDICATED ACCESS TERMS ARE NET THIRTY (30) DAYS.
All payments must be made payable to UUNET Canada Inc.
I (the Customer) have read and accept the attached Terms and Conditions (TC-DACC
v2.2), the Acceptable Use Policy (referred to in section 4 of the attached Terms
and Conditions) and the Service Level Agreement (referred to in section 9 of the
attached Terms and Conditions), which, together with this Quotation, constitute
the entire "Agreement" between UUNET Canada and Customer. This agreement is
subject to credit approval, which will be deemed granted upon start of service
delivery.
UUNET Canada Inc. Media Synergy Inc.
Per: /s/ Matthew Taylor Per: /s/ Mark Thorburn
------------------------- -------------------------------
Matthew Taylor Print: Mark Thorburn
Account Executive -----------------------------
Authorized Signing Authority Title: VP-Operations and Technology
------------------------------
Authorized Signing Authority
Date: November 25, 1999
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UUNET
SCHEDULE A: DEDICATED HIGH SPEED ACCESS TO THE
INTERNET
BURSTABLE FAST ETHERNET - PRICING (UP TO 100 MBPS)
The Burstable Fast Ethernet service gives the user the advantage of a full 100M
connection to the Internet with a flexibility of paying only for the actual
bandwidth level used.
UUNET provides the customer with full FAST ETHERNET from the UUNET Point of
Presence (POP) to the customer's equipment location. Burstable service customers
always have the full 100M bandwidth available to them over an unshared,
non-fractional 100 Mbps connection.
FAST ETHERNET PRICING TO 100 MBPS
USAGE LEVEL MONTHLY SERVICE
0 to 10M $12,800
10 to 15M $20,000
15 to 20M $25,600
20 to 25M $31,200
25 to 30M $36,800
30 to 35M $42,400
35 to 40M $48,000
40 to 45M $53,600
45 to 50M $59,200
50 to 60M $70,400
60 to 70M $81,600
70 to 80M $92,800
80 to 90M $104,000
90 to 100M $115,200
Monthly billing for Burstable FAST ETHERNET service is based on sustained usage
level during the month, as determined by traffic samples taken approximately
every five minutes over the course of the month. The customer's monthly charge
is determined by the usage level under which 95% of samples fall.
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UUNET
An MCI WorldCom Company
TERMS & CONDITIONS
This Agreement takes effect on the date UUNET Canada receives the Quotation
signed by Customer.
(1) In the event Customer terminates this Agreement prior to the expiration of
the Minimum Service Period, Customer will pay to UUNET Canada an amount equal to
the number of months remaining in the Minimum Service Period times the monthly
rate, provided that, if Customer terminates this Agreement because the Customer
commits to a higher speed service access with UUNET Canada, the Customer commits
to a longer term service with UUNET Canada or UUNET Canada is unable to provide
the dedicated access service, then the above Minimum Service Period charge does
not apply.
Following the Minimum Service Period, Customer may terminate this
Agreement at any time by giving at least 60 days advance notice in writing.
UUNET Canada may, by giving at least 30 days advance written notice, terminate
this Agreement at any time following any material breach of this Agreement by
Customer for which an express termination right is not otherwise provided
herein.
Upon any termination of this Agreement by Customer of UUNET Canada
pursuant to the terms of this Agreement, Customer shall continue to be obligated
to pay to UUNET Canada any amounts payable by Customer under this Agreement up
to and including the effective date of termination or the expiration of the
Minimum Service Period, as applicable.
(2) UUNET Canada exercises no control whatsoever over the content of the
information passing through its host computers and points of presence ("UUNET
Canada's Network"). UUNET Canada specifically denies any responsibility for the
accuracy or quality of information obtained through UUNET Canada's Network or
any of its Services.
EXCEPT AS EXPRESSLY SET FORTH IN SECTION 9 BELOW, UUNET Canada (a)
MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, FOR THE SERVICES
AND EQUIPMENT IT IS PROVIDING AND (b) DISCLAIMS ANY WARRANTY OF TITLE,
MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE.
Notwithstanding anything to the contrary stated in this Agreement, Customer's
sole remedies for any claims relating to this service or the UUNET Canada
Network are set forth in Section 9 below.
Although UUNET Canada's security efforts are consistent with industry
practice in Canada, complete privacy, confidentiality and security is not yet
possible over the Internet. Customer agrees that since the Internet is not a
fully secure medium for the communication of information, and since privacy and
confidentiality therefore cannot be guaranteed, use of UUNET Canada's Network
may be accessed by, or disclosed to, other persons. Therefore, Customer agrees
that UUNET Canada shall not be responsible or liable for any damage that
customer or any other person may suffer in connection with communication of
private, confidential or sensitive information through UUNET Canada's Network.
(3) UUNET Canada will invoice Customer for one-time set-up charge which include,
UUNET Canada's telecommunication carrier charge, upon receiving the signed
quotation from Customer. UUNET Canada will inform Customer when the dedicated
access service is operational, at which point Customer will be billed for any
hardware or software purchases, the then current month (pro-rated), the first
two months of dedicated access service from UUNET Canada and UUNET Canada's
charge for UUNET Canada's telecommunications carrier. Invoicing for Services,
including dedicated access services, shall be monthly in advance. All relevant
telecommunications carrier charges any additional charges such as Committed
Information Rate or equipment rental required for the Services are included in
the invoiced amounts.
All pricing, invoices, and payments shall be in Canadian dollars.
Payment is due within 30 days after date of invoice. Accounts are in default if
payment is not received within 30 days after date of invoice. If any account
remains unpaid 60 days after date of invoice, UUNET Canada may, upon notice to
Customer, suspend or terminate any Services or terminate this Agreement. Such
interruption does not relieve Customer from the obligation to pay the monthly
charge. If Customer defaults, Customer agrees to pay UUNET Canada its reasonable
expenses, including solicitor and collection agency fees, incurred by enforcing
its rights under this Agreement. Accounts in default are subject to an interest
charge of 1.5% per month (19.56% per annum)
(4) UUNET Canada Services are for the exclusive use of Customer and neither this
Agreement nor any of Customer's rights or obligations under this Agreement nor
any of the Services may be assigned or otherwise provided by Customer to any
other person without UUNET Canada's prior written consent.
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UUNET
An MCI WorldCom Company
Use of UUNET Canada's Network is restricted by UUNET Canada's
Acceptable Use Policy ("AUP") http://www.uunet.ca/aup.html or available from
UUNET Canada at Customer's request). UUNET Canada reserves the right to suspend
or terminate any Services or terminate this Agreement for a violation of the AUP
effective upon notice to Customer. Customer agrees to indemnify and hold
harmless UUNET Canada from any losses, damages, costs or expenses resulting from
any third party claim or allegation ("Claim") arising out of or relating to use
of any of the Services, including any Claim which, if true, would constitute a
violation of the AUP.
Customer agrees that although UUNET Canada has no obligation whatsoever
to monitor, review, inspect, screen, audit or otherwise verify content of the
information passing through UUNET Canada's Network, UUNET Canada shall have the
right to undertake any such activities concerning compliance with the
restrictions under this Agreement.
Any access to other networks connected to UUNET Canada's Network must
comply with the rules appropriate for that other network.
(5) Once the dedicated access service is operational, UUNET Canada will furnish
contact information to enable Customer to report and resolve service problems.
(6) All Services are provided subject to pricing and availability of service
from UUNET Canada's telecommunications carrier. UUNET Canada reserves the right
to 1) cancel based on lack of availability of service from UUNET Canada's
telecommunications carrier and 2) adjust pricing subject to final determination
of Customer location according to the definition of municipal and/or city
boundaries.
(7) Customer will have sole responsibility for obtaining, installing and
maintaining all equipment, software and/or communications services necessary for
interconnection with UUNET Canada's Network or otherwise for use in conjunction
with any of the Services. Customer will have sole responsibility for ensuring
that such equipment, software and services are compatible with UUNET Canada's
requirements and that they continue to be compatible with any modifications to
any of the Services by UUNET Canada from time to time.
(8) UUNET Canada may, from time to time, modify the charges (including late
payment charges) or any other term or condition of this Agreement provided that
it gives the Customer at least 30 days advance written notice, provided however
that any price increase attributable to telecommunications carrier or other
service provider pricing shall be effective immediately upon written notice to
customer. Customer agrees that an insert in or a notice on Customer's UUNET
Canada invoice constitutes a sufficient notice to Customer. Customer agrees to
pay the new charges and abide by the new terms and conditions described in such
notice, or alternatively, Customer may terminate this Agreement without penalty
upon giving written notice to UUNET Canada prior to the expiration of the 30
days period referred to above.
(9) The Service Level Agreement ("SLA") for dedicated access service is set
forth at http://www.uunet.ca/sla/agreement and applies only to Customers
agreeing to a Minimum Service Period of at least one year and only in respect of
dedicated access services provided during such Minimum Service Period. UUNET
Canada reserves the right to amend the SLA from time to time effective upon
posting of the revised SLA to the URL referred to above, provided that in the
event of any amendment resulting in a material reduction of the SLA's service
levels or credits, Customer may terminate this Agreement without penalty by
providing UUNET Canada written notice of termination during the 30 days
following such amendment. The SLA sets forth Customer's sole remedies for any
claim relating to any of the Services or UUNET Canada's Network, including any
failure to meet any guarantee set forth in the SLA. UUNET Canada's records and
data shall be the basis for all SLA calculations and determinations.
Notwithstanding anything to the contrary, the maximum amount of credit in any
calendar month under the SLA shall not exceed the UUNET Canada Dedicated Access
Monthly Fee and/or Set-up Charge which, absent the credit, would have been
charged for the dedicated access service that month. The provision of dedicated
access service at any particular connection rate does not constitute a guarantee
of the end to end throughput or bandwidth available to Customer.
(10) UUNET Canada shall not be liable for any delay or failure in performance
due to force majeure, which shall include without limitation acts of God,
earthquake, labor disputes, changes in law, regulation or government policy,
riots, ware, fire, epidemics, acts or omissions of vendors or suppliers,
equipment failures, transportation difficulties, or other occurrences which are
beyond UUNET Canada's reasonable control.
(11) Customer may not use UUNET Canada's name, trademark, tradenames or other
proprietary identifying symbols without the prior written approval of UUNET
Canada. Customer may not assign or transfer any of its rights or obligations
under this Agreement without the express, prior written consent of UUNET Canada;
provided,
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UUNET
An MCI WorldCom Company
that the Customer may assign or transfer this Agreement to any
affiliate of the Customer upon advance written notice to UUNET Canada.
(12) This Agreement shall be governed by and interpreted in accordance with the
laws of the Province of Ontario, and the federal laws of Canada applicable in
such province.
(13) No failure on the part of either party to exercise, and no delay in
exercising, any right or remedy under this Agreement shall operate as a waiver
of such right or remedy; nor shall any single or partial exercise of any right
or remedy under this Agreement preclude any other or further exercise of such
right or remedy or the exercise of any other right or remedy granted under this
Agreement or by law.
(14) If any term of this Agreement, or the application of such term to any
person or circumstances, shall be held invalid, the remainder of this Agreement,
or the application of such term to persons or circumstances other than those to
which it is held invalid, shall not be affected thereby.
(15) Le client et UUNET Canada ont demande expressment que la presente entente
et tous les documents, annexes, et avis annexes soient rediges en anglais. The
Customer and UUNET Canada have expressly requested that the Agreement and all
documents, appendices, and notices to be drafted in the English language.
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UUNET
An MCI WorldCom Company
Service Level Agreement
Terms and Conditions
The following SLA Terms and Conditions apply only to Customers agreeing
to a Minimum Service Period of one year or more by one of UUNET Canada's frame
relay, 56K, T1, T3, Ethernet or OC-3 dedicated access services and only in
respect of the provision of such services during such period. To activate the
SLA for one of the above services, eligible Customers must register for the SLA
with UUNET Canada.
NETWORK QUALITY
NETWORK LATENCY GUARANTEES
NORTH AMERICAN NETWORK LATENCY GUARANTEE SCOPE: UUNET's North American Network
Latency Guarantee is average round-trip transmissions of 85 milliseconds or less
between UUNET-designated inter-regional transit backbone network routers ("Hub
Routers") in North America.
EUROPEAN NETWORK LATENCY GUARANTEE SCOPE: UUNET's European Network Latency
Guarantee is average round-trip transmissions of 85 milliseconds or less between
UUNET-designated Hub Routers within Europe.
TRANSATLANTIC NETWORK LATENCY GUARANTEE SCOPE: UUNET's Transatlantic Network
Latency Guarantee is average round-trip transmissions of 120 milliseconds or
less between UUNET-designated Hub Router in the New York metropolitan area and a
UUNET-designated Hub Router in the London metropolitan area.
NETWORK LATENCY GUARANTEE PROCESS: Latency shall be measured by averaging sample
measurements taken during a calendar month between Hub Routers. Each month's
Network performance statistics relenting to the Network Latency Guarantees shall
be posted at http://www.uunet.ca/sla/latency.html. No credits will be made if
failure to meet a Network Latency Guarantee is attributable in reasons of Force
Majeure (as defined in the applicable service agreement).
NETWORK LATENCY GUARANTEE REMEDY: If UUNET fails to meet any Network Latency
Guarantee in two consecutive calendar months, Customer's account shall be
automatically credited for that second month and any subsequent consecutive
month in which that Network Latency Guarantee is not met for the pro-rated
charges for one day of the UUNET Monthly Fee for the service with respect to
which a Latency Guarantee has not been met.
SERVICE QUALITY
100% SERVICE AVAILABILITY GUARANTEE
SERVICE AVAILABILITY GUARANTEE SCOPE: UUNET's Service Availability Guarantee is
to have the UUNET Network (as defined in the applicable service agreement)
available 100% of the time.
SCHEDULED MAINTENANCE SCOPE: Scheduled Maintenance shall mean any maintenance at
the UUNET hub to which Customer's circuit is connected (a) in respect of which
Customer shall be notified a minimum of 48 hours in advance, and (b) that is
performed during a standard maintenance window on Tuesdays and Thursdays from 3
AM to 7 AM local time of the UUNET hub to which Customer's circuit is connected.
Notice of Schedule Maintenance will be provided to Customer's designated grant
of contract by a method elected by UUNET (telephone, e-mail, or fax).
SERVICE AVAILABILITY GUARANTEE PROCESS: At Customer's request, UUNET will
calculate Customer's "Network Unavailability" in a calendar month. "Network
Unavailability" consists of the number of minutes that the UUNET Network or a
UUNET-ordered telephone company circuit in the contiguous U.S. or Canada was not
available to Customer, and includes unavailability associated with any
maintenance at the UUNET hub to which Customer's circuit is connected other than
Scheduled Maintenance. Outages will be counted as Network Unavailability only if
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UUNET
An MCI WorldCom Company
UUNET notifies Customer of the outage in accordance with the Outage Reporting
Guarantee set forth below or if Customer opens a trouble ticket with UUNET
customer support within five days of the outage. Network unavailability will not
include Scheduled Maintenance, or any unavailability resulting from (a) any
Customer-ordered telephone company circuits, (b) Customer's applications,
equipment, or facilities, (c) acts or omissions of Customer, or any use or user
of the service authorized by Customer or (d) reasons of Force Majeure (as
defined in the applicable service agreement).
SERVICE AVAILABILITY GUARANTEE REMEDY: For each cumulative hour of Network
Unavailability or fraction thereof in any calendar month, at Customer's request
Customer's account shall be credited for the pro-rated charges for one day of
the UUNET Monthly Fee and one day's telephone company line charges for the
service with respect to which this Guarantee has not been met.
CUSTOMER CARE QUALITY
OUTAGE REPORTING GUARANTEE
OUTAGE REPORTING GUARANTEE SCOPE: UUNET's Outage Reporting Guarantee is to
notify Customer within 15 minutes after UUNET's determination that Customer's
service is unavailable. UUNET's standard procedure is to plug Customer's router
every five minutes. If Customer's router does not respond after two consecutive
five-minute ping cycles, UUNET will deem the service available and will contact
Customer's designated point of contact by a method elected by UUNET (telephone,
e-mail or fax).
OUTAGE REPORTING GUARANTEE PROCESS: The Outage Reporting Guarantee is applicable
only to service provided in the contiguous United States and in Canada, and is
applicable only if Customer completes UUNET's Customer Information Form in its
entirety or registers for the Outage Reporting Guarantee by submitting the form
available at http://www.uunet.ca/sla/registration.html. Customer is solely
responsible for providing UUNET accurate and current contact information for
Customer's designated points of contact. UUNET will be relieved of its
obligations under this Outage Reporting Guarantee if UUNET's contact information
for Customer is out of date or inaccurate due to Customer's action or omission
or if UUNET's failure is due to reasons of Force Majeure (as defined in the
applicable service agreement).
OUTAGE REPORTING GUARANTEE REMEDY: If UUNET fails to meet the Outage Reporting
Guarantee, at Customer's request Customer's account shall be credited the
pro-rated charges for one day of the UUNET Monthly Fee for the service with
respect to which this Guarantee has not been met; provided, that Customer may
obtain no more than one credit per day, irrespective of how often in that day
UUNET failed to meet the Outage Reporting Guarantee.
CIRCUIT INSTALL GUARANTEE
CIRCUIT INSTALL GUARANTEE SCOPE: UUNET's Circuit Install Guarantee is to have
installation of a UUNET-ordered telephone company circuit and activation of a
UUNET port completed within 40 business days for frame relay, 56K and T1
services, 60 business days for T3 services, and within the scheduled
installation date provided in writing by a UUNET Sales Manager for OC-3
services.
CIRCUIT INSTALL GUARANTEE PROCESS: These dates shall be counted from the date
UUNET has received all of the following from Customer: (1) signed Service
Agreement, (2) signed price quotation or authorized purchase order, (3)
completed Customer Information Form, and (if requested by UUNET) (4) completed
credit application. The Circuit Install Guarantee is not available for
Customer-ordered telephone company circuits. UUNET-ordered telephone company
circuits outside of Canada, or if the installation delay is attributable to
Customer equipment, Customer's facility, acts or omissions of Customer, its
employees or agents, Customer not passing UUNET's credit check, or reasons of
Force Majeure (as defined in the applicable service agreement).
CIRCUIT INSTALL GUARANTEE REMEDY: If UUNET determines in its reasonable
commercial judgment that UUNET has failed to meet this Circuit Install
Guarantee, Customer's account shall be credited 50% of UUNET's standard Start-up
Charge for the service with respect to which this Guarantee has not been met.