Network Downtown definition
Network Downtown means the aggregate number of minutes in a calendar month that the HM5000 Customers are unable to utilize the Systems on a Mobile Unit basis as a direct result of the failure in Network Service. For example, there are a total of ten HM5000 Customers with ten Mobile Units each, for a total of 100 Mobile Units. If, during a given calendar month, the Network Service is unable for 30 minutes and all ten HM5000 Customers are unable to utilize the Systems as a result, then the Network Downtown for such calendar month shall be 3000 minutes (30 minutes multiplied by 100 Mobile Units). If, during a given calendar month, the Network Service is unavailable for 30 minutes but only one HM5000 * Confidential information. Information has been redacted. Customer is unable to utilize the Systems as a result, then the Network Downtime for such calendar month shall be 300 minutes (30 minutes multiplied by 10 Mobile Units). Network Downtown for all affected HM5000 Customers shall commence at the earlier of the time that: (a) any affected HM5000 Customer reports such downtime to a Customer Care representative, (b) Buyer reports such downtime to a member of Seller’s NSC Technical Support Group, or (c) a member of Seller’s NSC Technical Support Group becomes aware of such downtime. For each affected HM5000 Customers, Network Downtime shall end at the time that Buyer has confirmed that Network Service has been restored to such HM5000 Customer. Seller, in its reasonable discretion, shall determine whether Network Downtime has occurred after its reported by any HM5000 Customer or by Buyer and whether any such Network Downtime should be excluded pursuant to Section 4 below; provided, however, that Seller shall provide Buyer with documentation supporting any such determinations, which documentation shall include (i) Seller’s explanation as to when, where and how any such Network Downtime occurred or, if Seller believes no such Network Downtime ever occurred an explanation as to customer’s or Buyer’s perception that it did occur; (ii) an accounting of all actions taken by Seller, Buyer and/or customer to resolve such Network Downtime, whether or not such actions were successful; and (iii) an explanation of when and how the Network Downtime problem was finally resolved.