Common use of Approval of Systems - Uptime Clause in Contracts

Approval of Systems - Uptime. You shall disclose the technical and performance specifications of the software and computer systems (including the software and computer systems of others used to conduct the surveys) so that GFOL may determine their capacity and capability. You will maintain uptime of Your systems at 99.5%at all times when GFOL is directing Potential Respondents to You, and comply in all respects with the terms and conditions of the Service Level Agreement attached as Exhibit E. GFOL reserves the right to limit the number of Potential Respondents sent to You based on its assessment of the capacity of Your software and computer systems. If You experience any downtime or technical difficulties that result in Your systems not being able to accept Potential Respondents, collect data, allow Potential Respondents to complete surveys or in any other way prevent Potential Respondents from taking and completing surveys (the "Technical Difficulties"), You shall immediately notify GFOL so it may cease directing Sample to You. In any case where You fail to notify GFOL of any Technical Difficulty within 15 minutes of its occurrence, You will be liable (i) in the case of the Panel Based Sample Delivery Service for the cost of Sample for the entire duration of the Technical Difficulty as if eighty percent (80%) of the Potential Respondents who visited Your site during the duration of the Technical Difficulty completed and qualified for the survey to which they were directed, provided, however, that if the assumed incidence of Potential Respondents for any survey affected by a Technical Difficulty is greater than eighty percent (80%), then GFOL will charge You for Sample delivered at such higher percentage.