1.
Definitions
The following additional definitions apply to Cloud Hosting Services. To the extent of any conflict in the definition of these terms with the same or similar terms used elsewhere in the Fee Schedule and Services Exhibit, as to the Cloud Hosting Services, the definitions described below shall govern.
"Client Software" means software that allows a Device to access or utilize the services or functionality provided by the Server Software.
"Device" means each of a computer, workstation, terminal, handheld PC, pager, telephone, personal digital assistant, "smart phone", server or other electronic device.
“Operating Systems” means a computer program that manages the resources allocated to a virtual machine. It accepts keyboard or mouse inputs from users and displays the results of the actions and allows the user to run applications, or communicate with other computers via networked connections
"Server Software" means software that provides services or functionality on a computer acting as a server.
"Redistribution Software" means the software described in Paragraph 17.3 ("Use of Redistribution Software") below.
“Virtual Organization” (vOrg) is a unit of administration for a collection of users, groups, and computing resources. Users authenticate at the organization level, supplying credentials established by an organization administrator when the user was created or imported. Administrators manage organization users, groups, and catalogs.
“Virtual Data Center” (“vDC”) provides resources to a Virtual Organization. vDCs provide an environment where virtual machines can be stored, deployed, and operated. They also provide storage for virtual media, such as floppy disks and CD ROMs.
2.
Description of Services
MegaPath’s Enterprise Cloud Service
MegaPath‟s Enterprise Cloud service runs on top-of-the-line equipment from providers such as HP, Dell, Cisco, Force 10, Nexenta, EMC in a fully redundant, fault tolerant 10 gig system architecture. This equipment is co-located in a Tier IV SAS70 / SSAE16 compliant datacenters, with redundant UPS, power generation and HVAC facilities; multiple tier 1 internet access providers; and comprehensive fire suppression, video-surveillance and security systems. Finally, the platform leverages VMware‟s hypervisor software to automatically move Subscribers‟ applications and data to another physical server in the event of a server failure or performance degradation. It does this by creating virtual machines (VMs) throughout a cluster of physical servers, and proactively monitors the performance of each physical server to anticipate and automatically respond to potential issues. This combination of enterprise-class equipment, fault- tolerant system architecture and datacenter facilities, and the use of hypervisor software to proactively manage the computing resources ensures maximum uptime and performance.
Resource Allocation & Usage for Enterprise Cloud
MegaPath‟s Enterprise Cloud service provides Subscribers with resource pools (“Resource Pools”) that contain a specified amount of processing (“Cores”), memory (“RAM”) and storage(“Storage”) for a monthly recurring charge. Subscribers can create Virtual Machines (“VMs”) and allocate a certain amount of Cores, RAM and Storage to each VM based on the applications they plan to run. The amount of Cores, RAM and Storage allocated to a particular VM represents the maximum amount of resources that that VM can consume, however, it can be increased/decreased at any time the Subscriber chooses to do so. Increases may be subject to the payment of additional fees or may require a new committed term. Subscriber may decrease Services by 20% without incurring any Early Termination Fee. The total combined Cores, RAM and Storage allocated to all of the VMs represents the Subscriber‟s “Allocated Resources”, whereas the amount of resources that these VMs actually consume represent the Subscriber‟s “Actual Usage”. Enterprise Cloud Standard Subscribers subscribe for and are allocated a set of resources. Enterprise Cloud Standard Subscribers cannot allocate resources to VMs in excess of their total allocated Resource Pool. MegaPath manages the platform to ensure that there is never any contention for subscribed resources.
MegaPath’s Private Cloud Service
MegaPath‟s Private Cloud platform consists of enterprise-class servers, routers, switches, and SAS storage equipment configured per the specified package ordered. This equipment can be co-located in datacenters which are Tier IV SAS70 / SSAE16 compliant facilities, with redundant UPS, power generation and HVAC facilities; multiple tier 1 internet access providers; and comprehensive fire suppression, video-surveillance and security systems. Finally, the platform leverages VMware‟s hypervisor software to automatically move Subscribers‟ applications and
data to another physical server in the event of a server failure or performance degradation. It does this by creating virtual machines (VMs) throughout a cluster of physical servers, and proactively monitors the performance of each physical server to anticipate and automatically respond to potential issues. This combination of enterprise-class equipment, fault-tolerant system architecture and datacenter facilities, and the use of hypervisor software to proactively manage the computing resources ensures maximum uptime and performance.
Operating Systems & Other Software
MegaPath offers a selection of commonly used Operating Systems for Subscriber and/or its Subscriber End-Users to install on their VMs. Subscriber may request additional Operating Systems be added and MegaPath may do so at its discretion. When one of these Operating Systems is selected, the associated software is downloaded either from MegaPath‟s OS server or the Subscriber‟s OS server, whichever the Subscriber prefers (however, this must be specified in advance and applies to all of Subscriber‟s VMs). If Subscriber chooses to use the Operating Systems stored on MegaPath‟s OS servers, the Operating System pricing will apply. If the Subscriber uses its OS servers to provide the Operating Systems then it will be responsible for supplying, tracking, reporting and paying any licensing fees associated with this software. Likewise, Subscriber will be responsible for supplying, tracking, reporting and paying for any other software it installs on its VMs, including but not limited to database, anti-virus, back-up and monitoring and alerting software.
Networking, Firewalling & Load Balancing
Subscriber has access to the built-in vShield Edge, soft appliance based firewall, load balancing, and networking configuration utility as part of their access rights to the web-based portal, called the “Control Panel”, which is described below. Subscribers have access to the same Control Panel as part of their Virtual Organization, and the Subscriber may modify the settings for the individual Virtual Organizations assigned to them. Subscriber may, at their option and for a fee, substitute Subscriber owned equipment as an alternative hardware option to supply firewalling, limited networking (VLANs upstream, MPLS networks, etc.), and load balancing to the Subscriber‟s Virtual Data Center. Additionally, where Subscriber hardware is utilized, A/V and other hardware appliances may also be collocated per the colocation rate to offer additional, enhanced services to the Subscriber.
Web-based Control Panel
Subscriber may be granted administrative access to VMware‟s vDirector Control Panel to add/remove/change and manage VMs and/or networks. Some Subscribers may have limited access so they can only view them VM‟s and the associated reports. When creating VMs, Subscriber must specify the amount of Cores, RAM and Storage for each, as well as the networking parameters, the operating system, and VMware-based firewalling and load balancing rules (if applicable).
Support
All MegaPath support service is provided on a Tier 2 level, with the Subscribers support organization providing Tier 1 support directly to its End-Users. Subscriber must open all Trouble Tickets on behalf of its End-Users; however, if necessary MegaPath will communicate directly with the End-User to resolve issues. MegaPath support is available 24x7x365 to help Subscriber resolve service related issues, and during regular business hours to address administrative issues.
3.
Service Fees and Terms
Subscriber shall order Enterprise and Private Cloud Services using a Service Order, which may be sent to MegaPath via email, fax or API. The Service Order Form will specify the size of the Resource Pool (Cores, RAM and Storage); and any other service features/options associated with the Subscriber‟s solution. Subscriber will also complete the MegaPath Cloud Technical Architecture Document (TAD), detailing the technical specifications of the Subscriber‟s solution. Service is considered activated when servers are operational and Subscriber has received valid credentials for the Service. Billing will start upon Service activation.
Term Commitments, Fees & Early Termination Fees
Subscriber shall pay to MegaPath the MRCs set forth in the Service Order for as long as the Service is provided unless such pricing is modified by MegaPath. Upon a pricing increase from MegaPath‟s vendors, MegaPath may increase Subscriber‟s pricing by up to fifteen percent (15%) at any time. Any upgrade to the Service may require an increase in fees and a new Initial Service Term. All Enterprise and Private Cloud Services are sold subject to a minimum Initial Service Term, which auto-renew as described in the Terms and Conditions. If Enterprise and Private Cloud Services are terminated prior to the end of a Term, Subscriber hereby agrees to pay the Early Termination Fees for the Service.