Common use of C3 COMMITMENT LEVELS Clause in Contracts

C3 COMMITMENT LEVELS. C3 represents and warrants that it will provide the C3 Hub in a manner consistent with best industry standards and practices reasonably applicable to the provision thereof and that the C3 Hub will perform substantially in accordance with the Documentation under normal use and circumstances. However, the specifics of C3’s commitment level applicable to a Customer will vary depending on the C3 Service Program selected by the Customer and specified in its applicable C3 Hub Order Form. Please refer to Schedule A of this Agreement for detailed specifics respectively applicable to each C3 Service Program namely the applicable guaranteed Monthly Uptime Percentage, Credit Multiplier, Maximum Credit Amount, Number of provided Test Environments, Preview Time Window, No Forced Upgrade Period, Customer Maintenance Window. Detailed hereafter are C3’s minimum commitment levels, also referred to as the C3 Bronze Service Program. The C3 Bronze Service Program will apply to a Customer unless specifically stated otherwise in the applicable C3 Hub Order Form. Please note that a Bronze Customer does not have access to a test environment, thus, no possible Preview Time Window, no guaranteed No Forced Upgrade Period and cannot benefit from a personalized Customer Maintenance Window. C3 will use commercially reasonable efforts to make the C3 Hub available with the applicable guaranteed Monthly Uptime Percentage (defined below) of at least 99% during each calendar month. In the event the C3 Hub does not meet such commitment, the Customer will receive a credit pursuant to the terms and conditions described hereafter. The Monthly Uptime Percentage shall be calculated by subtracting from 100% the percentage of Applicable Downtime for the relevant calendar month period. Ex: 100% -­‐ Applicable Downtime = Monthly Uptime Percentage Applicable calendar month period The Applicable Downtime shall be the sum of any period of unavailability, suspension or termination of C3 Hub, or any other C3 Hub performance issues experienced by the Customer during the relevant calendar month, with the exceptions of downtime resulting from or caused by: i. C3 scheduled monthly routine C3 infrastructure maintenance and applicable Customer environments outages which take place on the first Sunday of each calendar month between 20:00 and 22:00 Eastern Standard Time and/or Eastern Daylight Saving Time; ii. Any other Customer pre-­‐approved maintenance outages; iii. Factors outside of C3’s reasonable control, including any force majeure event or Internet access or related problems beyond the demarcation point of the C3 Hub; iv. Any actions or inactions of Customer or any third party, except for any third party acting on behalf of or for C3; v. Customer equipment, software or other technology and/or third party equipment, software or other technology, other than third party equipment within C3’s direct control; or, vi. C3’s suspension and termination of Customer’s right to access and use the C3 Hub in accordance with this Agreement. C3 monitors the C3 Hub system and will use all reasonable efforts to promptly react in the event of a down time. Nevertheless, to receive a credit, Customer must: 1. Notify C3 of any down time event that should be taken into account as Applicable Downtime within 3 hours of the beginning of such down time event; and, 2. Submit a credit request within 10 business days of the end of the applicable calendar month stating the dates and times of each Applicable Downtime event claimed to have been experienced by the Customer. If the Monthly Uptime Percentage applicable to the relevant month is less than the guaranteed Monthly Uptime Percentage, C3 will issue a credit to the Customer within 30 days of reception of the credit request. Customer failure to provide a credit request and other information as required above will disqualify Customer from receiving a credit. The amount of credit shall be calculated by multiplying the Monthly Downtime Percentage (100% -­‐ Monthly Uptime Percentage) by the subscription fees paid by the Customer for the relevant calendar month (ex: 100-­‐97% = 3% of Monthly Downtime Percentage, 12 000$ annual subscription fees / 12 months = 1000$ of monthly subscription Fees, 3% x 1000$ = 30$ of credit). C3 will then apply the applicable Credit Multiplier of at least 1. Except for Bronze Customers who will stay the same, the Credit Multiplier will increase the credit to be issued to the Customer. Such credit will be applicable and issued to Customer against future Customer subscription fees for up to the applicable Maximum Credit Amount of at least 25% of the subscription fees paid by the Customer for the related calendar month. Such credit will be calculated in the Customer’s currency specified in the C3 Hub Order Form. Credits shall not entitle Customer to any refund or other payment from C3. Credits may not be transferred or applied to any other account. Customer hereby acknowledges and agrees that, unless otherwise provided for in this Agreement, Customer’s sole and exclusive remedy for any unavailability or non-­‐performance of the C3 Hub or other failure by C3 to provide the C3 Hub is the receipt of a credit (if eligible) in accordance with the terms of this Agreement

Appears in 2 contracts

Samples: Terms of Use Agreement, Terms of Use Agreement

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C3 COMMITMENT LEVELS. C3 represents and warrants that it will provide the C3 Hub in a manner consistent with best industry standards and practices reasonably applicable to the provision thereof and that the C3 Hub will perform substantially in accordance with the Documentation under normal use and circumstances. However, the specifics of C3’s commitment level levels applicable to a Customer will vary depending on the C3 Service Program selected by the Customer and specified in its applicable C3 Hub Order Form. Please refer to Schedule A of this Agreement for detailed specifics respectively applicable to each C3 Service Program namely the applicable guaranteed Monthly Uptime Percentage, Credit Multiplier, Maximum Credit Amount, Number of provided Test Environments, Preview Time Window, No Forced Upgrade Period, Customer Maintenance Window, Visibility on Infrastructure Changes and Compliance to Customer’s Information Security Audit Process. Detailed hereafter are C3’s minimum commitment levels, also referred to as the C3 Bronze Service Program. The C3 Bronze Service Program will apply to a Customer unless specifically stated otherwise in the applicable C3 Hub Order Form. Please note that a Bronze Customer does not have access to a test environment, thus, no possible Preview Time Window, no guaranteed No Forced Upgrade Period and cannot benefit from a personalized Customer Maintenance Window. C3 will use commercially reasonable efforts to make the C3 Hub available with the applicable guaranteed Monthly Uptime Percentage (defined below) of at least 99% during each calendar month. In the event the C3 Hub does not meet such commitment, the Customer will receive a credit pursuant to the terms and conditions described hereafter. The Monthly Uptime Percentage shall be calculated by subtracting from 100% the percentage of Applicable Downtime for the relevant calendar month period. Ex: 100% -­‐ - Applicable Downtime = Monthly Uptime Percentage Applicable calendar month period The Applicable Downtime shall be the sum of any period of unavailability, suspension or termination of C3 Hub, or any other C3 Hub performance issues defined as a severity one issue in accordance with section 6 of this Agreement experienced by the Customer during the relevant calendar month, with the exceptions of downtime resulting from or caused by: i. Customer environments outages scheduled by C3 scheduled to perform monthly routine C3 infrastructure maintenance and applicable Customer environments maintenance. Such outages which are scheduled to take place on the first Sunday Saturday of each calendar month between 20:00 and 22:00 Eastern Standard Time and/or Eastern Daylight Daylight-Saving Time; ii. Any other Customer pre-­‐approved pre-approved maintenance outages; iii. Factors outside of C3’s reasonable control, including any force majeure event or Internet access or related problems beyond the demarcation point of the C3 Hub; iv. Any actions or inactions of Customer or any third party, except for party (excluding any third party acting on behalf of or for C3), including Customer’s refusal to implement a fix or an upgrade recommended by C3 to fix a severity one issue; v. Customer equipment, software or other technology and/or third third-party equipment, software or other technology, other than third party equipment within C3’s direct control; or, vi. C3’s suspension and termination of Customer’s right to access and use the C3 Hub in accordance with this Agreement. C3 monitors the C3 Hub system and will use all reasonable efforts to promptly react in the event of a down time. Nevertheless, to receive a credit, Customer must: 1. Notify C3 of any down time event that should be taken into account as Applicable Downtime within 3 hours of the beginning of such down time event; and, 2. Submit a credit request within 10 business days of the end of the applicable calendar month stating the dates and times of each Applicable Downtime event claimed to have been experienced by the Customer. If the Monthly Uptime Percentage applicable to the relevant month is less than the guaranteed Monthly Uptime Percentage, C3 will issue a credit to the Customer within 30 days of reception of the credit request. Customer failure to provide a credit request and other information as required above will disqualify Customer from receiving a credit. The amount of credit shall be calculated by multiplying the Monthly Downtime Percentage (100% -­‐ - Monthly Uptime Percentage) by the subscription fees paid by the Customer for the relevant calendar month (ex: 100-­‐97100-97% = 3% of Monthly Downtime Percentage, 12 000$ annual subscription fees / 12 months = 1000$ of monthly subscription Fees, 3% x 1000$ = 30$ of credit). C3 will then apply the applicable Credit Multiplier of at least 1. Except for Bronze Customers who will stay the same, the Credit Multiplier will increase the credit to be issued to the Customer. Such credit will be applicable and issued to Customer against future Customer subscription fees for up to the applicable Maximum Credit Amount of at least 25% of the subscription fees paid by the Customer for the related calendar month. Such credit will be calculated in the Customer’s currency specified in the C3 Hub Order Form. Credits shall not entitle Customer to any refund or other payment from C3. Credits may not be transferred or applied to any other account. Customer hereby acknowledges and agrees that, unless otherwise provided for in this Agreement, Customer’s sole and exclusive remedy for any unavailability or non-­‐performance non-performance of the C3 Hub or other failure by C3 to provide the C3 Hub is the receipt of a credit (if eligible) in accordance with the terms of this Agreement

Appears in 1 contract

Samples: Terms of Use Agreement

C3 COMMITMENT LEVELS. C3 represents and warrants that it will provide the C3 Hub Reservations in a manner consistent with best industry standards and practices reasonably applicable to the provision thereof and that the C3 Hub Reservations will perform substantially in accordance with the Documentation under normal use and circumstances. However, the specifics of C3’s commitment level applicable to a Customer will vary depending on the C3 Service Program selected by the Customer and specified in its applicable C3 Hub Order Form. Please refer to Schedule A of this Agreement for detailed specifics respectively applicable to each C3 Service Program namely the applicable guaranteed Monthly Uptime Percentage, Credit Multiplier, Maximum Credit Amount, Number of provided Test Environments, Preview Time Window, No Forced Upgrade Period, Customer Maintenance Window. Detailed hereafter are C3’s minimum commitment levels, also referred to as the C3 Bronze Service Program. The C3 Bronze Service Program will apply to a Customer unless specifically stated otherwise in the applicable C3 Hub Order Form. Please note that a Bronze Customer does not have access to a test environment, thus, no possible Preview Time Window, no guaranteed No Forced Upgrade Period and cannot benefit from a personalized Customer Maintenance Window. C3 will use commercially reasonable efforts to make the C3 Hub Reservations available with the applicable guaranteed a Monthly Uptime Percentage (defined below) of at least 99% during each calendar month. Nevertheless, with regards to Test Environments, C3, when applicable pursuant to the C3 Reservations Order Form, only commits to a Monthly Uptime Percentage of at least 97% during each Calendar month. In the event the C3 Hub Reservations does not meet such commitment, the Customer will receive a credit Credit pursuant to the terms and conditions described hereafter. The Monthly Uptime Percentage shall be calculated by subtracting from 100% the percentage of Applicable Downtime for the relevant applicable down time on the applicable calendar month period. Ex: 100% -­‐ Applicable Downtime down time = Monthly Uptime Percentage Applicable calendar month period The Applicable Downtime Down Time shall be the sum of any period of unavailability, suspension or termination of C3 HubReservations, or any other C3 Hub Reservations performance issues experienced by the Customer during the relevant applicable calendar month, with the exceptions of downtime down time resulting from or caused by: i. C3 scheduled monthly routine C3 infrastructure maintenance and applicable Customer environments outages which take place on the first Sunday of each calendar month between 20:00 and 22:00 Eastern Standard Time and/or Eastern Daylight Saving Time; ii. Any other Customer pre-­‐approved maintenance outages; iii. Factors outside of C3’s reasonable control, including any force majeure event or Internet access or related problems beyond the demarcation point of the C3 HubReservations; iv. Any actions or inactions of Customer or any third party, except for any third party acting on behalf of or for C3; v. Customer equipment, software or other technology and/or third party equipment, software or other technology, other than third party equipment within C3’s direct control; or, vi. C3’s suspension and termination of Customer’s right to access and use the C3 Hub Reservations in accordance with this Agreement. C3 monitors the C3 Hub system and will use all reasonable efforts to promptly react in the event of a down time. Nevertheless, to To receive a creditCredit, Customer must: 1. Notify C3 of any down time event that should be of more than 30 minutes taken into account as Applicable Downtime applicable down time within 3 1 hours of the beginning of such down time event; and, 2. Submit a credit request within 10 business days of the end of the applicable calendar month stating the dates and times of each Applicable Downtime applicable down time event claimed to have been experienced by the Customer. If the Monthly Uptime Percentage applicable to the relevant month of such credit request is less than the guaranteed Monthly Uptime Percentage99% (or 97% with regards to Test Environments), C3 will issue a credit Credit to the Customer within 30 days of reception of the credit request. Customer failure to provide a credit request and other information as required above will disqualify Customer from receiving a creditCredit. The amount of credit Credit shall be calculated by multiplying the Monthly Downtime Percentage (100% -­‐ Monthly Uptime Percentage) by the subscription fees paid by the Customer for the relevant applicable calendar month in which the Applicable Down Time occurred (ex: 100-­‐97% = 3% of Monthly Downtime Percentage, 12 000$ annual subscription fees / 12 months = 1000$ of monthly subscription Monthly Subscription Fees, 3% x 1000$ = 30$ of creditCredit). C3 will then apply the applicable Credit Multiplier of at least 1. Except for Bronze Customers who will stay the same, the Credit Multiplier will increase the credit to be issued to the Customer. Such credit Credits will be applicable and issued to Customer against future Customer subscription Subscription fees for up to the applicable Maximum Credit Amount a maximum credit amount of at least 25% of the subscription Subscription fees paid by the Customer for the related applicable calendar monthmonth in which the applicable down time occurred. Such credit Credits will be calculated in the Customer’s currency specified in the C3 Hub Reservations Order Form. Credits shall not entitle Customer to any refund or other payment from C3. Credits may not be transferred or applied to any other account. Customer hereby acknowledges and agrees that, unless otherwise provided for in this Agreement, Customer’s sole and exclusive remedy for any unavailability or non-­‐performance of the C3 Hub Reservations or other failure by C3 to provide the C3 Hub Reservations is the receipt of a credit Credit (if eligible) in accordance with the terms of this Agreement

Appears in 1 contract

Samples: Terms of Use Agreement

C3 COMMITMENT LEVELS. C3 represents and warrants that it will provide the C3 Hub Reservations in a manner consistent with best general industry standards and practices reasonably applicable to the provision thereof and that the C3 Hub Reservations will perform substantially in accordance with the Documentation under normal use and circumstances. However, the specifics of C3’s commitment level applicable to a Customer will vary depending on the C3 Service Program selected by the Customer and specified in its applicable C3 Hub Order Form. Please refer to Schedule A of this Agreement for detailed specifics respectively applicable to each C3 Service Program namely the applicable guaranteed Monthly Uptime Percentage, Credit Multiplier, Maximum Credit Amount, Number of provided Test Environments, Preview Time Window, No Forced Upgrade Period, Customer Maintenance Window. Detailed hereafter are C3’s minimum commitment levels, also referred to as the C3 Bronze Service Program. The C3 Bronze Service Program will apply to a Customer unless specifically stated otherwise in the applicable C3 Hub Order Form. Please note that a Bronze Customer does not have access to a test environment, thus, no possible Preview Time Window, no guaranteed No Forced Upgrade Period and cannot benefit from a personalized Customer Maintenance Window. C3 will use commercially reasonable efforts to make the C3 Hub Reservations available with the applicable guaranteed a Monthly Uptime Percentage (defined below) of at least 99% during each calendar month. Nevertheless, with regards to Test Environments, C3, when applicable pursuant to the C3 Reservations Order Form, only commits to a Monthly Uptime Percentage of at least 97% during each Calendar month. In the event the C3 Hub Reservations does not meet such commitment, the Customer will receive a credit Credit pursuant to the terms and conditions described hereafter. The Monthly Uptime Percentage shall be calculated by subtracting from 100% the percentage of Applicable Downtime for the relevant applicable down time on the applicable calendar month period. Ex: 100% -­‐ - Applicable Downtime down time = Monthly Uptime Percentage Applicable calendar month period The Applicable Downtime Down Time shall be the sum of any period of unavailability, suspension or termination of C3 HubReservations, or any other C3 Hub Reservations performance issues experienced by the Customer during the relevant applicable calendar month, with the exceptions of downtime down time resulting from or caused by: i. a C3 scheduled monthly routine C3 infrastructure maintenance and applicable Customer environments outages which take place on the first Sunday of each calendar month between 20:00 and 22:00 Eastern Standard Time and/or Eastern Daylight Saving Time; ii. Any any other Customer pre-­‐approved pre-approved maintenance outages; iii. Factors factors outside of C3’s reasonable control, including any force majeure event or Internet access or related problems beyond the demarcation point of the C3 HubReservations; iv. Any any actions or inactions of Customer or any third party, except for any third party acting on behalf of or for C3; v. Customer equipment, software or other technology and/or third party equipment, software or other technology, other than third party equipment within C3’s direct control; or, vi. C3’s suspension and termination of Customer’s right to access and use the C3 Hub Reservations in accordance with this Agreement. C3 monitors the C3 Hub system and will use all reasonable efforts to promptly react in the event of a down time. Nevertheless, to To receive a creditCredit, Customer must: 1. Notify C3 of any down time event that should be of more than 30 minutes taken into account as Applicable Downtime applicable down time within 3 1 hours of the beginning of such down time event; and, 2. Submit a credit request within 10 business days of the end of the applicable calendar month stating the dates and times of each Applicable Downtime applicable down time event claimed to have been experienced by the Customer. If the Monthly Uptime Percentage applicable to the relevant month of such credit request is less than the guaranteed Monthly Uptime Percentage99% (or 97% with regards to Test Environments), C3 will issue a credit Credit to the Customer within 30 days of following reception of the credit request. Customer failure to provide a credit request and other information as required above will disqualify Customer from receiving a creditCredit. The amount of credit Credit shall be calculated by multiplying the Monthly Downtime Percentage (100% -­‐ - Monthly Uptime Percentage) by the subscription fees paid by the Customer for the relevant applicable calendar month in which the Applicable Down Time occurred (ex: 100-­‐97100-97% = 3% of Monthly Downtime Percentage, 12 000$ annual subscription fees / 12 months = 1000$ of monthly subscription Monthly Subscription Fees, 3% x 1000$ = 30$ of creditCredit). C3 will then apply the applicable Credit Multiplier of at least 1. Except for Bronze Customers who will stay the same, the Credit Multiplier will increase the credit to be issued to the Customer. Such credit Credits will be applicable and issued to Customer against future Customer subscription Subscription fees for up to the applicable Maximum Credit Amount a maximum dollar credit amount of at least 25% of the subscription Subscription fees paid by the Customer for the related applicable calendar month. Such credit will be calculated month in which the Customer’s currency specified in the C3 Hub Order Formapplicable down time occurred. Credits shall not entitle Customer to any refund or other payment from C3. Credits may not be transferred or applied to any other account. Customer hereby acknowledges and agrees that, unless otherwise provided for in this Agreement, Customer’s sole and exclusive remedy for any unavailability or non-­‐performance non-performance of the C3 Hub Reservations or other failure by C3 to provide the C3 Hub Reservations is the receipt of a credit Credit (if eligible) in accordance with the terms of this Agreement

Appears in 1 contract

Samples: Terms of Use Agreement

C3 COMMITMENT LEVELS. C3 represents and warrants that it will provide the C3 Hub Reservations in a manner consistent with best industry standards and practices reasonably applicable to the provision thereof and that the C3 Hub Reservations will perform substantially in accordance with the Documentation under normal use and circumstances. However, the specifics of C3’s commitment level applicable to a Customer will vary depending on the C3 Service Program selected by the Customer and specified in its applicable C3 Hub Reservations Order Form. Please refer to Schedule A of this Agreement for detailed specifics respectively applicable to each C3 Service Program namely the applicable guaranteed Monthly Uptime Percentage, Credit Multiplier, Maximum Credit Amount, Number of provided Test Environments, Preview Time Window, No Forced Upgrade Period, Customer Maintenance Window, Visibility on Infrastructure Changes and Compliance to Customer’s Security Audit Process. Detailed hereafter are C3’s minimum commitment levels, also referred to as the C3 Bronze Service Program. The C3 Bronze Service Program will apply to a Customer unless specifically stated otherwise in the applicable C3 Hub Reservations Order Form. Please note that a Bronze Customer does not have access to a test environment, thus, no possible Preview Time Window, no guaranteed No Forced Upgrade Period and cannot benefit from a personalized Customer Maintenance Window. C3 will use commercially reasonable efforts to make the C3 Hub Reservations available with the applicable guaranteed Monthly Uptime Percentage (defined below) of at least 99% during each calendar month. In the event the C3 Hub Reservations does not meet such commitment, the Customer will receive a credit pursuant to the terms and conditions described hereafter. The Monthly Uptime Percentage shall be calculated by subtracting from 100% the percentage of Applicable Downtime for the relevant calendar month period. Ex: 100% -­‐ - Applicable Downtime = Monthly Uptime Percentage Applicable calendar month period The Applicable Downtime shall be the sum of any period of unavailability, suspension or termination of C3 HubReservations, or any other C3 Hub Reservations performance issues experienced by the Customer during the relevant calendar month, with the exceptions of downtime resulting from or caused by: i. C3 scheduled monthly routine C3 infrastructure maintenance and applicable Customer environments outages which take place on the first Sunday Saturday of each calendar month between 20:00 and 22:00 Eastern Standard Time and/or Eastern Daylight Saving Time; ii. Any other Customer pre-­‐approved pre-approved maintenance outages; iii. Factors outside of C3’s reasonable control, including any force majeure event or Internet access or related problems beyond the demarcation point of the C3 HubReservations; iv. Any actions or inactions of Customer or any third party, except for any third party acting on behalf of or for C3; v. Customer equipment, software or other technology and/or third party equipment, software or other technology, other than third party equipment within C3’s direct control; or, vi. C3’s suspension and termination of Customer’s right to access and use the C3 Hub Reservations in accordance with this Agreement. C3 monitors the C3 Hub Reservations system and will use all reasonable efforts to promptly react in the event of a down time. Nevertheless, to receive a credit, Customer must: 1. Notify C3 of any down time event that should be taken into account as Applicable Downtime within 3 hours of the beginning of such down time event; and, 2. Submit a credit request within 10 business days of the end of the applicable calendar month stating the dates and times of each Applicable Downtime event claimed to have been experienced by the Customer. If the Monthly Uptime Percentage applicable to the relevant month is less than the guaranteed Monthly Uptime Percentage, C3 will issue a credit to the Customer within 30 days of reception of the credit request. Customer failure to provide a credit request and other information as required above will disqualify Customer from receiving a credit. The amount of credit shall be calculated by multiplying the Monthly Downtime Percentage (100% -­‐ - Monthly Uptime Percentage) by the subscription fees paid by the Customer for the relevant calendar month (ex: 100-­‐97100-97% = 3% of Monthly Downtime Percentage, 12 000$ annual subscription fees / 12 months = 1000$ of monthly subscription Fees, 3% x 1000$ = 30$ of credit). C3 will then apply the applicable Credit Multiplier of at least 1. Except for Bronze Customers who will stay the same, the Credit Multiplier will increase the credit to be issued to the Customer. Such credit will be applicable and issued to Customer against future Customer subscription fees for up to the applicable Maximum Credit Amount of at least 25% of the subscription fees paid by the Customer for the related calendar month. Such credit will be calculated in the Customer’s currency specified in the C3 Hub Reservations Order Form. Credits shall not entitle Customer to any refund or other payment from C3. Credits may not be transferred or applied to any other account. Customer hereby acknowledges and agrees that, unless otherwise provided for in this Agreement, Customer’s sole and exclusive remedy for any unavailability or non-­‐performance non-performance of the C3 Hub Reservations or other failure by C3 to provide the C3 Hub Reservations is the receipt of a credit (if eligible) in accordance with the terms of this Agreement

Appears in 1 contract

Samples: Terms of Use Agreement

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C3 COMMITMENT LEVELS. C3 represents and warrants that it will provide the C3 Hub in a manner consistent with best industry standards and practices reasonably applicable to the provision thereof and that the C3 Hub will perform substantially in accordance with the Documentation under normal use and circumstances. However, the specifics of C3’s commitment level applicable to a Customer will vary depending on the C3 Service Program selected by the Customer and specified in its applicable C3 Hub Order Form. Please refer to Schedule A of this Agreement for detailed specifics respectively applicable to each C3 Service Program namely the applicable guaranteed Monthly Uptime Percentage, Credit Multiplier, Maximum Credit Amount, Number of provided Test Environments, Preview Time Window, No Forced Upgrade Period, Period and Customer Maintenance Window. Detailed hereafter are C3’s minimum commitment levels, also referred to as the C3 Bronze Service Program. The C3 Bronze Service Program will apply to a Customer unless specifically stated otherwise in the applicable C3 Hub Order Form. Please note that a Bronze Customer does not have access to a test environment, thus, no possible Preview Time Window, no guaranteed No Forced Upgrade Period and cannot benefit from a personalized Customer Maintenance Window. C3 will use commercially reasonable efforts to make the C3 Hub available with the applicable guaranteed Monthly Uptime Percentage (defined below) of at least 99% during each calendar month. In the event the C3 Hub does not meet such commitment, the Customer will receive a credit pursuant to the terms and conditions described hereafter. The Monthly Uptime Percentage shall be calculated by subtracting from 100% the percentage of Applicable Downtime for the relevant calendar month period. Ex: 100% -­‐ Applicable Downtime = Monthly Uptime Percentage Applicable calendar month period The Applicable Downtime shall be the sum of any period of unavailability, suspension or termination of C3 Hub, or any other C3 Hub performance issues experienced by the Customer during the relevant calendar month, with the exceptions of downtime resulting from or caused by: i. C3 scheduled monthly routine C3 infrastructure maintenance and applicable Customer environments outages which take place on the first Sunday of each calendar month between 20:00 and 22:00 Eastern Standard Time and/or Eastern Daylight Saving Time; ii. Any other Customer pre-­‐approved maintenance outages; iii. Factors outside of C3’s reasonable control, including any force majeure event or Internet access or related problems beyond the demarcation point of the C3 Hub; iv. Any actions or inactions of Customer or any third party, except for any third party acting on behalf of or for C3; v. Customer equipment, software or other technology and/or third party equipment, software or other technology, other than third party equipment within C3’s direct control; or, vi. C3’s suspension and termination of Customer’s right to access and use the C3 Hub in accordance with this Agreement. C3 monitors the C3 Hub system and will use all reasonable efforts to promptly react in the event of a down time. Nevertheless, to receive a credit, Customer must: 1. Notify C3 of any down time event that should be taken into account as Applicable Downtime within 3 hours of the beginning of such down time event; and, 2. Submit a credit request within 10 business days of the end of the applicable calendar month stating the dates and times of each Applicable Downtime event claimed to have been experienced by the Customer. If the Monthly Uptime Percentage applicable to the relevant month is less than the guaranteed Monthly Uptime Percentage, C3 will issue a credit to the Customer within 30 days of reception of the credit request. Customer failure to provide a credit request and other information as required above will disqualify Customer from receiving a credit. The amount of credit shall be calculated by multiplying the Monthly Downtime Percentage (100% -­‐ Monthly Uptime Percentage) by the subscription fees paid by the Customer for the relevant calendar month (ex: 100-­‐97% = 3% of Monthly Downtime Percentage, 12 000$ annual subscription fees / 12 months = 1000$ of monthly subscription Fees, 3% x 1000$ = 30$ of credit). C3 will then apply the applicable Credit Multiplier of at least 1. Except for Bronze Customers who will stay the same, the Credit Multiplier will increase the credit to be issued to the Customer. Such credit will be applicable and issued to Customer against future Customer subscription fees for up to the applicable Maximum Credit Amount of at least 25% of the subscription fees paid by the Customer for the related calendar month. Such credit will be calculated in the Customer’s currency specified in the C3 Hub Order Form. Credits shall not entitle Customer to any refund or other payment from C3. Credits may not be transferred or applied to any other account. Customer hereby acknowledges and agrees that, unless otherwise provided for in this Agreement, Customer’s sole and exclusive remedy for any unavailability or non-­‐performance of the C3 Hub or other failure by C3 to provide the C3 Hub is the receipt of a credit (if eligible) in accordance with the terms of this Agreement

Appears in 1 contract

Samples: Terms of Use Agreement

C3 COMMITMENT LEVELS. C3 represents and warrants that it will provide the C3 Hub Reservations in a manner consistent with best industry standards and practices reasonably applicable to the provision thereof and that the C3 Hub Reservations will perform substantially in accordance with the Documentation under normal use and circumstances. However, the specifics of C3’s commitment level applicable to a Customer will vary depending on the C3 Service Program selected by the Customer and specified in its applicable C3 Hub Order Form. Please refer to Schedule A of this Agreement for detailed specifics respectively applicable to each C3 Service Program namely the applicable guaranteed Monthly Uptime Percentage, Credit Multiplier, Maximum Credit Amount, Number of provided Test Environments, Preview Time Window, No Forced Upgrade Period, Customer Maintenance Window. Detailed hereafter are C3’s minimum commitment levels, also referred to as the C3 Bronze Service Program. The C3 Bronze Service Program will apply to a Customer unless specifically stated otherwise in the applicable C3 Hub Order Form. Please note that a Bronze Customer does not have access to a test environment, thus, no possible Preview Time Window, no guaranteed No Forced Upgrade Period and cannot benefit from a personalized Customer Maintenance Window. C3 will use commercially reasonable efforts to make the C3 Hub Reservations available with the applicable guaranteed a Monthly Uptime Percentage (defined below) of at least 99% during each calendar month. Nevertheless, with regards to Test Environments, C3, when applicable pursuant to the C3 Reservations Order Form, only commits to a Monthly Uptime Percentage of at least 97% during each Calendar month. In the event the C3 Hub Reservations does not meet such commitment, the Customer will receive a credit Credit pursuant to the terms and conditions described hereafter. The Monthly Uptime Percentage shall be calculated by subtracting from 100% the percentage of Applicable Downtime for the relevant applicable down time on the applicable calendar month period. Ex: 100% -­‐ Applicable Downtime down time = Monthly Uptime Percentage Applicable calendar month period The Applicable Downtime Down Time shall be the sum of any period of unavailability, suspension or termination of C3 HubReservations, or any other C3 Hub Reservations performance issues experienced by the Customer during the relevant applicable calendar month, with the exceptions of downtime down time resulting from or caused by: i. C3 scheduled monthly routine C3 infrastructure maintenance and applicable Customer environments outages which take place on the first Sunday of each calendar month between 20:00 and 22:00 Eastern Standard Time and/or Eastern Daylight Saving Time; ii. Any other Customer pre-­‐approved maintenance outages; iii. Factors outside of C3’s reasonable control, including any force majeure event or Internet access or related problems beyond the demarcation point of the C3 HubReservations; iv. Any actions or inactions of Customer or any third party, except for any third party acting on behalf of or for C3; v. Customer equipment, software or other technology and/or third party equipment, software or other technology, other than third party equipment within C3’s direct control; or, vi. C3’s suspension and termination of Customer’s right to access and use the C3 Hub Reservations in accordance with this Agreement. C3 monitors the C3 Hub system and will use all reasonable efforts to promptly react in the event of a down time. Nevertheless, to To receive a creditCredit, Customer must: 1. Notify C3 of any down time event that should be of more than 30 minutes taken into account as Applicable Downtime applicable down time within 3 hours of the beginning of such down time event; and, 2. Submit a credit request within 10 business days of the end of the applicable calendar month stating the dates and times of each Applicable Downtime applicable down time event claimed to have been experienced by the Customer. If the Monthly Uptime Percentage applicable to the relevant month of such credit request is less than the guaranteed Monthly Uptime Percentage99% (or 97% with regards to Test Environments), C3 will issue a credit Credit to the Customer within 30 days of reception of the credit request. Customer failure to provide a credit request and other information as required above will disqualify Customer from receiving a creditCredit. The amount of credit Credit shall be calculated by multiplying the Monthly Downtime Percentage (100% -­‐ Monthly Uptime Percentage) by the subscription fees paid by the Customer for the relevant applicable calendar month in which the Applicable Down Time occurred (ex: 100-­‐97% = 3% of Monthly Downtime Percentage, 12 000$ annual subscription fees / 12 months = 1000$ of monthly subscription Monthly Subscription Fees, 3% x 1000$ = 30$ of creditCredit). C3 will then apply the applicable Credit Multiplier of at least 1. Except for Bronze Customers who will stay the same, the Credit Multiplier will increase the credit to be issued to the Customer. Such credit Credits will be applicable and issued to Customer against future Customer subscription Subscription fees for up to the applicable Maximum Credit Amount a maximum credit amount of at least 25% of the subscription Subscription fees paid by the Customer for the related applicable calendar monthmonth in which the applicable down time occurred. Such credit Credits will be calculated in the Customer’s currency specified in the C3 Hub Reservations Order Form. Credits shall not entitle Customer to any refund or other payment from C3. Credits may not be transferred or applied to any other account. Customer hereby acknowledges and agrees that, unless otherwise provided for in this Agreement, Customer’s sole and exclusive remedy for any unavailability or non-­‐performance of the C3 Hub Reservations or other failure by C3 to provide the C3 Hub Reservations is the receipt of a credit Credit (if eligible) in accordance with the terms of this Agreement

Appears in 1 contract

Samples: Terms of Use Agreement

C3 COMMITMENT LEVELS. C3 represents and warrants that it will provide the C3 Hub in a manner consistent with best industry standards and practices reasonably applicable to the provision thereof and that the C3 Hub will perform substantially in accordance with the Documentation under normal use and circumstances. However, the specifics of C3’s commitment level levels applicable to a Customer will vary depending on the C3 Service Program selected by the Customer and specified in its applicable C3 Hub Order Form. Please refer to Schedule A of this Agreement for detailed specifics respectively applicable to each C3 Service Program namely the applicable guaranteed Monthly Uptime Percentage, Credit Multiplier, Maximum Credit Amount, Number of provided Test Environments, Preview Time Window, No Forced Upgrade Period, Customer Maintenance Window, Visibility on Infrastructure Changes and Compliance to Customer’s Information Security Audit Process. Detailed hereafter are C3’s minimum commitment levels, also referred to as the C3 Bronze Service Program. The C3 Bronze Service Program will apply to a Customer unless specifically stated otherwise in the applicable C3 Hub Order Form. Please note that a Bronze Customer does not have access to a test environment, thus, no possible Preview Time Window, no guaranteed No Forced Upgrade Period and cannot benefit from a personalized Customer Maintenance Window. C3 will use commercially reasonable efforts to make the C3 Hub available with the applicable guaranteed Monthly Uptime Percentage (defined below) of at least 99% during each calendar month. In the event the C3 Hub does not meet such commitment, the Customer will receive a credit pursuant to the terms and conditions described hereafter. The Monthly Uptime Percentage shall be calculated by subtracting from 100% the percentage of Applicable Downtime for the relevant calendar month period. Ex: 100% -­‐ - Applicable Downtime = Monthly Uptime Percentage Applicable calendar month period The Applicable Downtime shall be the sum of any period of unavailability, suspension or termination of C3 Hub, or any other C3 Hub performance issues defined as a severity one issue in accordance with section 6 of this Agreement experienced by the Customer during the relevant calendar month, with the exceptions of downtime resulting from or caused by: i. Customer environments outages scheduled by C3 scheduled to perform monthly routine C3 infrastructure maintenance and applicable Customer environments maintenance. Such outages which are scheduled to take place on the first Sunday Saturday of each calendar month between 20:00 and 22:00 Eastern Standard Time and/or Eastern Daylight Daylight-Saving Time; ii. Any other Customer pre-­‐approved pre-approved maintenance outages; iii. Factors outside of C3’s reasonable control, including any force majeure event or Internet access or related problems beyond the demarcation point of the C3 Hub; iv. Any actions or inactions of Customer or any third party, except for party (excluding any third party acting on behalf of or for C3), including Customer’s refusal to implement a fix or an upgrade recommended by C3 to fix a severity one issue; v. Customer equipment, software or other technology and/or third third-party equipment, software or other technology, other than third party equipment within C3’s direct control; or, vi. C3’s suspension and termination of Customer’s right to access and use the C3 Hub in accordance with this Agreement. C3 monitors the C3 Hub system and will use all reasonable efforts to promptly react in the event of a down time. Nevertheless, to receive a credit, Customer must: 1. Notify C3 according to the then current Issue Reporting Procedure available to the Customer of any down time event that should be taken into account as Applicable Downtime within 3 hours of the beginning of such down time eventwithout undue delay; and, 2. Submit a credit request at: xxxxxxxxxxxx@x0xxxxxxxxx.xxx within 10 business days of the end of the applicable calendar month stating the dates and times of each Applicable Downtime event claimed to have been experienced by the Customer. If the Monthly Uptime Percentage applicable to the relevant month is less than the guaranteed Monthly Uptime Percentage, C3 will issue a credit to the Customer within 30 days of reception of the credit request. Customer failure to provide a credit request and other information as required above will disqualify Customer from receiving a credit. The amount of credit shall be calculated by multiplying the Monthly Downtime Percentage (100% -­‐ - Monthly Uptime Percentage) by the subscription fees paid by the Customer for the relevant calendar month (ex: 100-­‐97100-97% = 3% of Monthly Downtime Percentage, 12 000$ annual subscription fees / 12 months = 1000$ of monthly subscription Fees, 3% x 1000$ = 30$ of credit). C3 will then apply the applicable Credit Multiplier of at least 1. Except for Bronze Customers who will stay the same, the Credit Multiplier will increase the credit to be issued to the Customer. Such credit will be applicable and issued to Customer against future Customer subscription fees for up to the applicable Maximum Credit Amount of at least 25% of the subscription fees paid by the Customer for the related calendar month. Such credit will be calculated in the Customer’s currency specified in the C3 Hub Order Form. Credits shall not entitle Customer to any refund or other payment from C3. Credits may not be transferred or applied to any other account. Customer hereby acknowledges and agrees that, unless otherwise specifically provided for in this AgreementAgreement (such as termination rights), Customer’s sole and exclusive remedy for any unavailability or non-­‐performance non-performance of the C3 Hub or other failure by C3 to provide the C3 Hub is the receipt of a credit (if eligible) in accordance with the terms of this Agreement.

Appears in 1 contract

Samples: Terms of Use Agreement

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