Service Level for Remote Processing Services Clause Samples

Service Level for Remote Processing Services. A. HFS shall make commercially reasonable efforts to ensure the Remote Processing Services are available for use by Customer not less than 96% of each calendar month. The “availability” will be measured as the percentage of minutes each day that the Remote Processing Services are available for use by Customer, and will be measured as the number of minutes per month that the Remote Processing Services are capable of receiving and processing Customer’s data. The “availability” of the Remote Processing Services shall be measured on a daily basis. A one hundred and eighty (180) minute period shall be excluded from the calculation each day because HFS will be performing system maintenance at this time each day. Additionally, the following “downtime” for the Remote Processing Services shall not be considered as available time for purposes of calculating the “availability” of Remote Process Services for each month: (i) “downtime” based on HFS performing system maintenance during the two (2) Sundays during each calendar month reserved for such purpose (as set forth in Schedule 2.1), and (ii) “downtime” caused by factors outside HFS’ control (such as downtimes caused by parties other than HFS like third party communication providers or Customer). B. Customer shall advise HFS in writing of any divergence from the “availability” terms set forth herein. C. HFS agrees that, if HFS is unable to provide the “availability” for the Remote Processing Services represented in Section A above for a given calendar month, HFS will provide priority support to Customer until the represented “availability” level is satisfied. Additionally, in the event HFS is unable to provide the “availability” represented in Section A for more than six (6) consecutive calendar months, Customer, as its sole and exclusive remedy and HFS entire liability, shall have the right to a credit of one (1) Monthly Asset Value Payment (as set forth in Schedule 1.A.), toward its Recurring Fees for Remote Processing Services during the next calendar month (provided that such written notice is provided within thirty (30) days of the end of the sixth consecutive month). Initials: HFS /s/ WZ Customer /s/ MJG 2/27/06 A “Disaster” is any unplanned interruption of the operations of or inaccessibility to the HFS Data Center, which appears, in HFS’ reasonable judgment, to require relocation of processing to an alternative site. HFS will notify Customer as soon as possible after it deems a service outage to be a Disast...