Smart Hands Services

REMOTE HANDS SERVICES AGREEMENT

To the Service Agreement and Service Description

THIS AGREEMENT IS LEGALLY BINDING AND GOVERNS YOUR USE OF BLUEBIRD REMOTE HANDS SERVICES AT THE BLUEBIRD FACILITY AS DEFINED IN THIS AGREEMENT.
BY EITHER CLICKING A BOX INDICATING YOUR ACCEPTANCE OF OR BY USE OF REMOTE HANDS SERVICES, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, YOU DO NOT HAVE A SERVICE AGREEMENT OR SERVICE DESCRIPTION IN THE BLUEBIRD FACILITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.
YOU MAY NOT USE THE SERVICES WITHOUT AGREEING TO BE BOUND BY THIS AGREEMENT.

This Remote Hands Services Agreement (“Agreement”) is effective as of the date Remote Hands Services are ordered (the “Effective Date”), by and between Bluebird Network, LLC and its affiliates and subsidiaries (“Bluebird”), and you (“Customer”) (each a “Party” and collectively the “Parties”).

WITNESSETH:
WHEREAS, Bluebird and Customer have entered into either a direct or indirect Service Agreement and/or Service Description, (the Service Agreement and/or Service Description including all attachments and incorporated documents are referred to as the “SA”). For purposes of this Remote Hands Services Agreement, in circumstances where the Bluebird and Customer relationship is indirect, Customer acknowledges that this Remote Hands Services Agreement validity relies upon the Customer’s effective SA held directly with Bluebird.
WHEREAS, Customer desires to purchase Remote Hands Services as described in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the receipt and sufficiency of which are acknowledged, the Parties hereto hereby agree as follows:
1. Definitions
“Billable Time” shall mean the time commencing when the Site Technician begins providing Remote Hands Services and shall cease when Bluebird closes the Ticket for such service.
“Bluebird Facility” shall mean Bluebird Data Center or other Bluebird colocation facility.
“Customers Authorized Requestor” shall mean an individual authorized by Customer to request Remote Hands Services. Customer shall provide a written list of individuals authorized to initiate a Remote Hands Services RHRF for Customer. No other individuals other than the listed individuals may authorize a RHRF and Bluebird shall refuse to accept any requests from individuals other than the listed authorized individuals. Customer may provide written updates to its list of authorized individuals from time to time.
“NOC” shall mean the Bluebird network operations center.
“Remote Hands Services” shall mean the service offerings where a Bluebird Site Technician shall be available to access Customer’s equipment at Bluebird’s Facility upon receipt of a RHRF as set forth in the then current Exhibit A, Remote Hands Services Activities, as Bluebird may update from time to time. For the sake of clarity, Remote Hands Services shall not include any services which require the Site Technician to log in to Customer’s equipment.
“RHRF” shall mean a remote hands request form submitted to Bluebird using the then current remote hands request form found on Bluebird’s website.
“Ticket” shall mean the electronic record of a RHRF request which will include the request information, requested service time and record of the Billable Time.
“Site Technician” shall mean the Bluebird technician responsible for providing Remote Hands Services.


2. Services
2.1 Bluebird offers Remote Hands Services in the packages set forth in Exhibit B.
2.2 In the event Bluebird and Customer have not agreed upon a Remote Hands Services package in advance and Customer has a direct or indirect SA for services at the Bluebird Facility, Customer may request services in accordance with the No Plan package level by submitting a RHRF in accordance with Section 3 below.
2.3 Bluebird will only provide Remote Hands Services requested by Customer upon receipt of a properly completed RHRF for which Bluebird has issued a Ticket.
2.4 Bluebird reserves the right to cancel or modify plans at any time by providing thirty (30) days’ notice to Customer.

3. RHRF Process
3.1 The Customer may initiate a Remote Hand Service request by submitting a RHRF to the NOC using the then current Remote Hands Request Form located on Bluebird’s website.
3.2 When the NOC receives a RHRF from the Customer, the NOC will open a Ticket to track the requested Remote Hands Services details based on the information submitted by the Customer’s Authorized Requestor. The NOC may call the Customer’s Authorized Requestor to verify the Remote Hands Services requested and schedule a time for the services, as applicable. At the time Remote Hand Services are requested, the Customer may request performance of services be delayed until normal business hours on the following business day.
3.3 After the NOC opens a Ticket, the Ticket will be sent to a Site Technician who will be dispatched to complete the requested Remote Hands Services.
3.4 Once the requested Remote Hands Services are complete, the Site Technician will close the Ticket. Other reasons for closing the Ticket may include without limitation: the Site Technician has completed the requested Remote Hands Services, the Site Technician cannot complete the requested Remote Hands Services or has, in the sole opinion of the Site Technician, done all that can be done, Customer has cancelled the requested Remote Hands Services in accordance with Section 6.2 below, Bluebird has, in its sole discretion which may include any reason or no reason. decided to return the issue to Customer, or the problem is otherwise resolved.

4. Rates, Billable Time and Billing
4.1 Remote Hand Services performed during normal business hours (8:00 am through 5:00 pm) shall be provided in accordance with the rates described in Exhibit B, Remote Hands Services Plans.
4.2 Remote Hand Services performed at other than normal business hours shall be provided in accordance with the rates described in Exhibit B. Determining whether Remote Hand Services are performed during normal business hours or at other than normal business hours shall be determined by the time the Remote Hand Services are actually performed, and not the time at which such services are requested.
4.2.1 – Example if work started at 4:30 pm and ended at 6:00 pm during Normal Business Hours, the charge would be based on the Remote Hands Services Plan Normal Business Hours for thirty (30) minutes, and After Hours at time one point five (1.5) times the standard rate, per the Customers Services Plan.
4.3 Billable Time for Remote Hands Services performed by a Site Technician shall be calculated in the increments described in Exhibit B rounded up to the nearest Billing increment. Billable Time shall be subject to a minimum increment as described in Exhibit B.
4.4 Customer’s with a Remote Hands Services package shall be billed in advance on a monthly basis in accordance with the rates described in Exhibit B.
4.5 Customer’s with no plan, and Customer’s with a package which have exceeded their monthly hours allotment shall be billed in arrears based on the actual Billable Time spent by the Site Technician to perform Remote Hand Services requested through a RHRF, including any minimum billing charges.
4.5.1 – Customers with no plan are billed in 30-minute increments with a one (1) hour minimum. No After Hours activity is permitted
4.5.2 – If a Customer uses over the Customer Remote Hands Services Plan monthly hours allotted, the Customer is billed the additional time at the rate as identify in the Customers Service Plan type in Exhibit B.
4.6 Billable Time shall be calculated in the increments described in Exhibit A, subject to the applicable minimum charge. The applicable minimum charge will be incurred by Customer if a RHRF is opened by Bluebird at Customer’s request, but the Billable Time does not exceed the minimum time increment, for whatever reason including without limitation termination of a RHRF by Customer.
4.7 For any RHRF where (i) Remote Hands Services are provided to a Customer with no plan, or (ii) the Billable Time incurred to provide the Remote Hands Services exceeds the applicable monthly Remote Hands Services bundle allotment, the Billable Time will be described in the closed Ticket provided to Customer which shall act as the receipt for the Billable Time provided. Any amounts due and payable shall be added to Customers monthly invoice for services provided pursuant to the SA and be due and payable in accordance with the SA.

5. Performance and Operating Standards
5.1 Performance Standards. Bluebird’s personnel will use commercially reasonable efforts to perform the Remote Hand Services requested and agreed to be provided. Bluebird reserves the right to decline and/or terminate any request for Remote Hand Services as it deems prudent in its sole discretion. All Remote Hand Services are subject to availability of a Site Technician in Bluebird’s sole discretion. Bluebird does not warrant or guarantee any services provided or not provided hereunder, or that performance will occur within any specific timeframe and Customer understands that Bluebird’s action or inaction may not cause the requested result, and, depending on the circumstances, may have adverse consequences.
5.2 CUSTOMER’S RIGHT TO TERMINATE A RHRF FOR THE RESPECTIVE SERVICE REQUESTED SHALL BE CUSTOMER’S SOLE AND EXCLUSIVE REMEDY AND BLUEBIRD’S SOLE AND EXCLUSIVE OBLIGATION IN THE EVENT OF AN INABILITY TO PROVIDE THE REMOTE HANDS SERVICES, ANY FAILURE TO PERFORM THE REMOTE HANDS SERVICES AS REQUESTED BY CUSTOMER, OR ANY RELATED ACTS OR OMISSIONS.

6. Termination
6.1 Termination of the Agreement. Unless this Agreement is included in a bundled services package along with a Service Description, either Party may terminate this Agreement by giving not less than thirty (30) days’ written notice to the other Party. In the event this Agreement is included in a bundled services package along with a Service Description, neither Party may terminate this Agreement except as provided for in such bundled package.
6.2 Termination of an RHRF. In the event Customer has submitted an RHRF for Remote Hand Services, Customer may terminate the RHRF at any time by contacting the NOC and requesting same, according to the applicable policies and procedures then in effect. Customer will be billed for Billable Time incurred through the time termination of the RHRF is received by the NOC.
7. Incorporation of Terms. This document shall be subject to the specific terms and conditions of the SA, which are incorporated herein by reference.
Exhibit A
Remote Hands Services Activities

SERVICE DESCRIPTION

SERVER REBOOTS: Simple restarts or resets of customer equipment for maintenance or troubleshooting purposes at the customer’s request. Classified as a “15-minute Drill” activity.

SERVER REFRESH: Customer server swap outs will be charged in 15-minute increments.

EQUIPMENT INSTALLATION: Assistance in installation of equipment (“rack and stack”) will be charged in 15-minute increments. A written request with detailed instructions must be provided for all equipment installation activities.

RECEIVING OF SMALL PACKAGES: There will be no charge if the package weighs less than 5 pounds and only a signature is required to accept the item.

SHIPPING AND RECEIVING: Shipping: Will be charged in 15-minute increments for the time it takes to pack the item. Additional charges may apply if materials have to be purchased to pack and ship items.

Receiving: Will be charged in 15-minute increments for the time it takes to receive and store the item. An additional storage fee will be charged for items stored for more than 2 weeks.

CUSTOMER-REQUESTED AUDITS: Audits requested by the customer will be charged in 15-minutes increments. Typical audit requests include cross-connect audits, tracing cross-connects, port audits, power audits and equipment location verification.

Exhibit B
Remote Hands Services Plans

Service Plan
Description of Service Plan Charge

Granite-5 5 Hours / Month - 5 hours of Remote Hands Services during Normal Business Hours that can be used on a monthly basis. Billed in 15-minute increments. $500 per Month (additional @ $100/Hour)

Quartz-2 2 Hours / Month - 2 hours of Remote Hands Services during Normal Business Hours that can be used on a monthly basis. Billed in 15-minute increments. $250 per Month (additional @ $125/Hour)

Marble-1 1 Hour / Month - 1 hour of Remote Hands Services during Normal Business Hours that can be used on a monthly basis. Billed in 15-minute increments. $150 per Month (additional @ $135/Hour)

Onyx-15 15-Minute Drill - Covers 15-Minute or less incidents including: server reboots, signing for packages under 5lbs and escorted access requests. Limit of 5 incidents per month. $100 per Month (additional @ $165/Hour)

No Plan Remote Hands Services is billed at $200 per hour in 30-minute increments, with a 1 hour minimum, per activity. No After-Hours activity is permitted without a Service Plan. No Regular Monthly Charge, based upon usage