SERVICE LEVEL WARRANTY
1. Limited Hosted Software Services Level Warranty
GLD provides Service Credits for Downtime
and Performance Problems associated with the Hosted Software Services in accordance with the terms
and conditions hereof (the "Service Level Warranty"). The Service Level Warranty is a limited warranty
and shall not apply to performance issues (i) caused by factors outside of GLD's reasonable control; (ii)
that resulted from any actions or inactions of Customer or any third parties; or (iii) that resulted from
Customer equipment or third party equipment that is not within the sole control of GLD.
2. Service Level Warranty Definitions
For purposes of this Agreement, the following definitions
shall apply only to the Hosted Software Services.
2.1 "Downtime" shall mean network unavailability within GLD's United States network for
thirty (30) consecutive minutes due to the failure of GLD to provide Hosted Software Services for such
period. Downtime shall not include any packet loss or network unavailability during GLD's scheduled
maintenance of the Internet Data Center(s), network and Hosted Software Services, as described in the
Rules and Regulations. Standard scheduled maintenance Downtime for weekly maintenance generally
occurs each week from Saturday 6 a.m. to 6 p.m. Central Time.
2.2 "Performance Problem" shall mean a material deterioration in the performance of the
Hosted Software Services excluding any Downtime.
2.3 "Service Credit" shall mean an amount equal to the pro-rata monthly recurring
subscription charges for one (1) day of GLD Hosted Software Services.
3. Downtime Periods; Service Credits
In the event Customer experiences Downtime, Customer
shall be eligible to receive a one-time Service Credit for each Downtime period; provided, however, that
in no event shall Customer be entitled to more than two (2) Service Credits for any given calendar day.
For example, if Customer experiences one (1) Downtime period, then Customer shall be eligible to
receive one (1) Service Credit; if Customer experiences two (2) Downtime periods, whether from a single
event or multiple events, then Customer shall be eligible to receive two (2) Service Credits.
4. Performance Problem
In the event that GLD discovers or is notified by Customer that Customer
is experiencing a Performance Problem, GLD will take all commercially reasonably actions necessary to
determine the source of the Performance Problem.
5. Correction
If the source of the Performance Problem is within the sole control of GLD, then
GLD will use commercially reasonable efforts to remedy the Performance Problem within one (1)
business day of determining the source of the Performance Problem. If the source of and remedy to the
Performance Problem reside outside of the sole control of GLD, then GLD will use commercially
reasonable efforts to notify the party responsible for the source of the Performance Problem and
cooperate with it to resolve such problem as soon as possible.
6. Service Credits for Performance Problems
In the event that GLD (i) is unable to determine the
source of the Performance Problem within the time periods described in Section 5; or (ii) is the sole
source of the Performance Problem and is unable to remedy such Performance Problem within the time
period described in Section 5, GLD will deliver a Service Credit to Customer for each one (1) day period
incurred in excess of the time periods for identification and resolution described above; provided,
however, that in no event shall Customer be entitled to more than two (2) Service Credits for a given
calendar day.
7. Customer Must Request Service Credit
In order to receive a Service Credit in connection with a
particular instance of Downtime or a Performance Problem, Customer must notify GLD within thirty (30)
days from the time Customer becomes eligible to receive a Service Credit. Failure to comply with this
requirement will forfeit Customer's right to receive a Service Credit for the applicable instance of
Downtime or Performance Problem.
8. Maximum Service Credit
The aggregate maximum number of Service Credits to be issued by
GLD to Customer for any and all Downtime and Performance Problems that occur in a single calendar
month shall not exceed seven (7) Service Credits. Any Service Credits owed shall be issued in the GLD
invoice period following the Downtime or Performance Problem, unless the Service Credit is due in
Customer's final month of Service. In such case, a refund for the dollar value of the Service Credit will be
mailed to Customer.
9. Termination Option for Chronic Problems
Customer may terminate this Agreement and
without liability or penalty to GLD by notifying GLD within ten (10) days following the occurrence of
either of the following: (i) Customer experiences more than five (5) Downtime periods in any three (3)
consecutive calendar month period; or (ii) Customer experiences more than eight (8) consecutive
business hours of Downtime due to any single event. Such termination will be effective thirty (30) days
after receipt of such notice by GLD.
