24-15 emsCharts Agreement.pdf

(9) A failure of a Customer local area network or wide area network that prevents the transmission of data intended for review at the destination. This includes any disruptions of Customer telephone lines, Customer ISP connections to the Internet and any electronic delivery systems that constitute the “Internet backbone.” (10) Anything beyond Vendor's reasonable control. This includes, but is not limited to, any acts of God, widespread power outages or telecommunication disruptions, and/or the illegal activity of virus writers and/or “hackers” who deliberately produce material/actions that disrupt the connectivity between Customer and Vendor, including a denial of service attack. (11) Any planned downtime or maintenance communicated by Vendor to Customer. Communication may include notices on Vendor's web site. Tl. SERVICE LEVEL COMMITMENT A. Availability Commitment - Definition and Calculation. emsCharts shall be Available for Customer Usage 98% of the time during any one calendar month. “Available for Customer Usage” means that emsCharts is functioning and is not subject to “Downtime.” “Downtime” equals the time during which emsCharts is functioning with a Critical Problem or not functioning due to a Critical Problem. Downtime will commence when Customer notifies Vendor that emsCharts is unavailable for use as a result of a Critical Problem. Downtime will end as soon as the Critical Problem is cured and emsCharts is available for use without a Critical Problem. Vendor will maintain, and provide upon request to Customer, a Services Service Level log documenting Service Level performance including all data required to calculate Availability. B. Availability Commitment - Performance and Remedy. In the event that Vendor does not meet its Availability Commitment during any calendar month during the Term, Customer’s next monthly invoice shall be reduced by 10% plus an additional 1% for each 1% increment below the Availability Commitment. emsCharts Service Agreement, v12.3 Page 12 of 19