Guarantee and Compensation Sample Clauses

Guarantee and Compensation. Vimicro shall guarantee and undertake to make compensation for any and all actions, complaints, and lawsuits against ViSS products, and relevant losses, damages, costs, attorney fees, and other expenses incurred during the process of production, assembly, advertising, promotion, offering, marketing or distribution for Vimicro’s reason at or after ViSS business separation and delivery. Vimicro shall provide all reasonable and necessary assistance to ASB when ASB fight against lawsuits incurred during the process of production, assembly, advertising, promotion, offering, marketing or distribution for Vimicro’s reason at or after ViSS business separation and delivery.
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Guarantee and Compensation. Availability of Dedicated server 24x7x365 - 24 hours a day, 7 days a week, 365 days a year % (percent) of operability of Dedicated server per month 100% Table 1. Service uptime per month Service downtime Compensation (as a % of cost) Up to 99.80 % Up to 1 hour 30 minutes 3 % From 99.79 to 99.58 % From 1 hour 31 minutes to 3 hours 10 % From 99.57 to 98.62 % From 3 hours 1 minute to 10 hours 30 % From 98.61 to 96.7 % From 10 hours 1 minute to 23 hours 59 minutes 70 % From 96.6 % 24 hours and above 100 % 6.1. Compensation is calculated pursuant to Table 1 for individual Servers based on the total downtime of such Server during the month. The percent to be compensated applies to the calculation base, which equals the amount paid for the Server for the given month. 6.2. Service downtime (unavailability) is defined as the period of time starting when a Ticket is sent to Executor’s technical support and concludes when Executor restores the Service to working order. If Executor’s data pertaining to the start of downtime is earlier than the time when Customer submitted the relevant ticket, such data may be used. Any discrepancy in the start of such downtime shall be resolved amicably by the Parties via Ticket System. Business hours are from 8 AM to 11 PM on business days and from 11 AM to 10 PM on weekends and holidays. All other times are considered non-business hours. If no Ticket is submitted and Executor has no data pertaining to an alleged downtime, the Service shall be considered available and no compensation shall be rendered. Downtime shall be reported with an exactness of at least 1 minute. If downtime occurs at midnight between the end of one month and start of another, then downtime shall be fully attributed to the month, during which such downtime was longer. 6.3. This Agreement defines the following types of downtime: Server is unavailable due to a fault in Executor’s infrastructure. Such downtime is compensated in accordance with the cost of the Server to which such downtime pertains. Unavailability at the management level. Absolute inability to perform any action from the Server under Customer’s Account in the Control Panel; absolute inability to perform any operation from the API. 6.4. Compensation is defined as funds, which Executor adds exclusively to the Service Bonus Balance. Such funds are added within the first 7 (seven) business days of the month following the month, during which the Service was unavailable. If compensation cannot be rendered...
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Guarantee and Compensation. 6.1. Table 1 From 99.98% to 100 Up to 7 minute 1% of the amount removed from the Customer’s Storage Balance for the month downtime occurred in From 99.98 to 99.8% From 7.5 minutes to 35 minutes 3% of the amount removed from the Customer’s Storage Balance for the month downtime occurred in. From 99.8 to 99.7 From 35.5 minutes to 95 minute 6% of the amount removed from the Customer’s Storage Balance for the month downtime occurred in. From 99.7 to 99.3% From 95.5 minutes to 140 minute 10% of the amount removed from the Customer’s Storage Balance for the month downtime occurred in. From 99.3 to 98.8 From 140.5 minutes to 256 minute 15% of the amount removed from the Customer’s Storage Balance for the month downtime occurred in. From 98.8 to 96.5 From 256.5 minutes to 12 hour 50% of the amount removed from the Customer’s Storage Balance for the month downtime occurred in. From 96.5 to 90 From 13 hours to 36 hour 90% of the amount removed from the Customer’s Storage Balance for the month downtime occurred in. Less than 90 More than 36 hour 100% of the amount removed from the Customer’s Storage Balance for the month downtime occurred in. 6.2. Compensation is defined as the transferring of funds from the Executor to the Customer’s Bonus Balance for the Executor’s violation of this Service Level Agreement in accordance with the conditions listed in Table 1 in par. 6.1. 6.3. In the event data is lost/damaged due to an accident caused by the Executor, a sum equal to 100% the amount removed from the Customer’s Storage Balance the month the accident occurred in will be refunded to the Customer. 6.4. Under no circumstances will the compensation amount exceed the sum paid by the Executor for the Services in one month. 6.5. The transfer will occur within the first 7 (seven) working days of the month following that within which the violation occurred. 6.6. Compensation for service unavailability (henceforth referred to as downtime) is defined as the interval of time from the moment a ticket is sent to the Executor’s technical support and the moment the Cloud Storage is made available after work is completed by the Executor. In the event the Executor provides data on the start of downtime which indicates a time earlier than that shown on the ticket, this time may be used. Disagreements regarding downtime shall be resolved by negotiations between the Parties. If downtime occurs at midnight between the end of one month and the beginning of the next, then the downtime will be...
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Guarantee and Compensation. 5.1. Unavailability of Customer’s virtual machines as the result of failures in the infrastructure within the Executor’s area of responsibility. Availability* 24x7x365 24 hours a day, 7 days a week, 365 days a year % (percent) of operability per month* 99.98% From 99.98% to 100% * Up to 8 minutes 38 seconds a month Uncompensated Less than 99.98% Over 8 minutes 38 seconds a month 0.5% the deduction from the Customer’s virtual private cloud blanace for every 30 minutes of compensated downtime, up to 100% the Balance amount. 5.2. Service unavailability (downtime) is defined as the period of time starting the moment a ticket is sent to the Executor’s tech support to the moment the Executor completes work restoring the Service. According to the Agreement, downtime is understood as: Compensated downtime The unavailability of the Customer’s virtual machines due to a failure in the Executor’s infrastructure. Downtime of this nature is compensated based on the resources which could not be used during the downtime caused by the failure of the virtual machine. This includes processor cores, RAM, hard drives, and high-speed hard drives used by the affected virtual machine. Uncompensated downtime The unavailability of control layers (complete inability to perform any action in the project via the Customer’s Control Panel or external control panel, complete inability to perform any action via API). 5.3. Compensation is defined as the transferring of funds from the Executor to the Customer’s Bonus Balance for Service unavailability as outlined in Table 1. The transfer will occur within the first 7 (seven) working days of the month following that within which the violation occurred. Funds from the Bonus Account may only be used to pay for the given Service. Compensation shall be expressed exclusively as the transferring of funds to the Customer’s Bonus Account. 5.4. When calculating compensation amounts, funds previously added to the Customer’s Bonus Balance by the Executor (in the framework of a promotional offer or as compensation for the violation of SLA) shall not be considered when the Executor removes funds from the Customer’s Bonus Balance to cover payment for the Services defined in the Contract and subject to this Agreement. 5.5. In the event the Executor provides data on the start of downtime which indicates a time earlier than that shown on the ticket, this time may be used. Disagreements regarding downtime shall be resolved by negotiations between the Parties ...
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Guarantee and Compensation. 6.1. Service availability and operation Availability 24x7x365 - 24 hours a day, 7 days a week, 365 days a year % (percent) of operability per month 100 %
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Guarantee and Compensation. 4.2.1. Executor guarantees to perform all work in accordance with Customer’s work order. 4.2.2. Executor shall not be liable for any incidents where the work order could not be carried out for reasons beyond his reasonable control, including if the work order was inaccurate or improperly prepared. 4.2.3. If work is performed improperly, i.e. if it is not performed in accordance with the Customer's submitted request, Customer shall inform the Executor within 24 hours of receiving notification that work has been completed. Executor shall remedy the situation at a time convenient for the Customer at no additional pay. If work is completed in less time than paid for, the corresponding funds shall be returned to the Customer in accordance to par. 4.2.4 and remedial action shall be performed free of charge. 4.2.4. If work is completed in less time than paid for, including as regards to par. 4.1.14, Executor shall reimburse the Customer the corresponding amount. Reimbursement is issued solely for full hours. 4.2.5. If a work order is accurate and properly prepared but not executed in the time agreed upon and paid for due to circumstances other than those described in par. 4.1.13 and 4.1.14, Customer shall continue to work at the appropriate Priority Level without additional.
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Guarantee and Compensation. 5.2.1. Executor does not guarantee the full restoration and proper functioning of servers and does not offer any compensation for rendering the aforementioned Service.
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Guarantee and Compensation. 6.1. Service availability is calculated monthly based on data provided in the Service Request submitted via Ticket System. Service availability is determined according to the following method: the total amount of time the service was unavailable according to the Service Request is divided by the total amount of time in the given calendar month. Service unavailability is calculated from the moment the Service Request was submitted by the Customer. The Customer must inform the Executor of the issue via Ticket System. The service is no longer considered unavailable the moment the issue has been resolved. Once the issue has been resolved, the Service Request may temporarily remain open to further clarify what occurred and be closed by the Customer after all the appropriate administrative work has been completed. 6.2. Service unavailability due to a series of periodic isolated outages, proven to be related to a single cause of disruption on one network, is the total time of Service Unavailability according to the Service Request and does not include the time the service was available between periodic outages. 6.3. Availability 24x7x365 - 24 hours a day, 7 days a week, 365 days a year % (percent) of availability per month 99.7% The total amount of time the service is unavailable for planned maintenance should not exceed 16 hours a year. All the time the service is unavailable exceeding these 16 hours per year shall be compensated for. Unavailability caused by an instance of planned maintenance should not exceed 3 hours; the total time for planned maintenance should need exceed 4 hours per month. Planned maintenance shall not occur more than twice a month.
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Guarantee and Compensation 
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Related to Guarantee and Compensation

  • Employment and Compensation The following terms and conditions will govern the Executive’s employment with the Company throughout the Term.

  • Fees and Compensation Managers and Officers may receive such compensation and fees, if any, for their services, and such reimbursement for expenses, as may be determined by resolution of the Board.

  • Services and Compensation Consultant shall perform the services described in Exhibit A (the “Services”) for the Company (or its designee), and the Company agrees to pay Consultant the compensation described in Exhibit A for Consultant’s performance of the Services.

  • Award and Insurance Benefits Borrower shall cooperate with Lender in obtaining for Lender the benefits of any Awards or Insurance Proceeds lawfully or equitably payable in connection with the Property, and Lender shall be reimbursed for any expenses incurred in connection therewith (including attorneys’ fees and disbursements, and the payment by Borrower of the expense of an appraisal on behalf of Lender in case of Casualty or Condemnation affecting the Property or any part thereof) out of such Insurance Proceeds.

  • Separation Compensation In exchange for your agreement to the general release and waiver of claims and covenant not to sue set forth below and your other promises herein, the Company agrees to provide you with the following:

  • Compensation Benefits In accordance with Section 142 of the State Finance Law, this contract shall be void and of no force and effect unless the Contractor shall provide and maintain coverage during the life of this contract for the benefit of such employees as are required to be covered by the provisions of the Workers' Compensation Law.

  • Severance Compensation In the event (i) Employee terminates this Agreement for Good Reason in accordance with Paragraph 11.3 hereof; (ii) Employee is terminated for any reason (except death or disability) upon, or within six months following, a "Change in Management or Control (as such term is defined in Paragraph 11.5 hereof);" or (iii) Employee is terminated without Cause, the Company shall be obligated to pay severance compensation to Employee in an amount equal to his salary compensation (at the rate payable at the time of such termination) for a period of six (6) months from the date of termination. Notwithstanding the foregoing, if Employee is employed by a new employer, or as a consultant after the termination of this Agreement, the severance compensation payable to Employee hereunder shall be reduced by the amount of compensation that Employee actually receives from the new employer, or as a consultant. However, Employee shall have a duty to inform the Company that he has obtained such new employment, and the failure to do so is a material breach of this Agreement. In such event, the Company shall be entitled to (i) cease all payments to Employee under this Paragraph 11.4; and (ii) recover any unauthorized payments to Employee in an action for breach of contract. Notwithstanding anything else in this Agreement to the contrary, solely in the event of a termination upon or following a Change in Management or Control, the amount of severance compensation paid to Employee hereunder shall not include any amount that the Company is prohibited from deducting for federal income tax purposes by virtue of Section 280G of the Internal Revenue Code of 1986, as amended, or any successor provision. In addition to the foregoing severance compensation, the Company shall pay Employee (i) all compensation for services rendered hereunder and not previously paid; (ii) accrued vacation pay; and (iii) any appropriate business expenses incurred by Employee in connection with his duties hereunder and approved pursuant to Section 4 hereof, all through the date of termination. Employee shall not be entitled to any bonus compensation, whether vested or unvested; or any other compensation, benefits or reimbursement of any kind.

  • Compensation Arrangements (a) Following receipt of an RoU Claim Notice in respect of a Type 2 Restriction of Use, Network Rail and the Train Operator shall (if they have not already done so) commence negotiations in respect of the RoU Direct Costs compensation to be paid by one party to the other in respect of such Type 2 Restriction of Use and, subject to paragraph 10, shall continue such negotiations in good faith until they are concluded. (b) Once the compensation referred to in paragraph 6.1(a) has been agreed or determined (and has been compared against any amounts calculated under paragraph 4 together with any other amounts paid or due to the Train Operator from Network Rail in relation to such Restriction of Use) then, in the event of: (i) a shortfall for the Train Operator, the compensation to be paid by Network Rail to the Train Operator shall be the full amount of the RoU Direct Costs actually incurred by the Train Operator less any amounts calculated under paragraph 4 which have already been paid or are due for such Restriction of Use and any other amounts in respect of any RoU Direct Costs received by the Train Operator from Network Rail in respect of such Restriction of Use; or (ii) an overpayment by Network Rail to the Train Operator, the compensation to be paid by the Train Operator to Network Rail shall be the difference between the amount received by the Train Operator which was calculated under paragraph 4 and the RoU Direct Costs actually incurred by the Train Operator in respect of such Restriction of Use. (c) Network Rail shall include in the statement provided by it in respect of each Period under paragraph 13.1(a) details of the compensation agreed or determined under this paragraph 6 and paragraph 10 to be payable in respect of any Type 2 Restriction of Use taken in that Period and that compensation shall be due and payable by the relevant party to the other in accordance with paragraph 13.1.

  • Complaints and Compensation If you have a complaint of any kind, please be sure to let us know. We will do our utmost to resolve the issue. You can put your complaint in writing to us at:

  • Your Compensation (a) Your concession, if any, on your sales of Portfolio shares will be as provided in the Prospectus or in the applicable schedule of concessions issued by us and in effect at the time of our sale to you. Upon written notice to you, we or any Portfolio may change or discontinue any schedule of concessions, or issue a new schedule. (b) If a Portfolio has adopted a plan pursuant to Rule 12b-1 under the Investment Company Act of 1940 (a "Plan"), we may make distribution payments or service payments to you under the Plan. If a Portfolio does not have a currently effective Plan, we or Fidelity Management & Research Company may make distribution payments or service payments to you from our own funds. Any distribution payments or service payments will be made in the amount and manner set forth in the Prospectus or in the applicable schedule of distribution payments or service payments issued by us and then in effect. Upon written notice to you, we or any Portfolio may change or discontinue any schedule of distribution payments or service payments, or issue a new schedule. A schedule of distribution payments or service payments will be in effect with respect to a Portfolio that has a Plan only so long as that Portfolio's Plan remains in effect. (c) Concessions, distribution payments, and service payments apply only with respect to (i) shares of the "Fidelity Funds" (as designated on Schedule A attached to this Agreement) purchased or maintained for the account of Bank Clients, and (ii) shares of the "Fidelity Advisor Funds" (as designated on Schedule B attached to this Agreement). Anything to the contrary notwithstanding, neither we nor any Portfolio will provide to you, nor may you retain, concessions on your sales of shares of, or distribution payments or service payments with respect to assets of, the Fidelity Funds attributable to you or any of your clients, other than Bank Clients. When you place an order in shares of the Fidelity Funds with us, you will identify the Bank on behalf of whose Clients you are placing the order; and you will identify as a non-Bank Client Order, any order in shares of the Fidelity Funds placed for the account of a non-Bank Client. (d) After the effective date of any change in or discontinuance of any schedule of concessions, distribution payments, or service payments, or the termination of a Plan, any concessions, distribution payments, or service payments will be allowable or payable to you only in accordance with such change, discontinuance, or termination. You agree that you will have no claim against us or any Portfolio by virtue of any such change, discontinuance, or termination. In the event of any overpayment by us of any concession, distribution payment, or service payment, you will remit such overpayment. (e) If any Portfolio shares sold to you by us under the terms of this Agreement are redeemed by the issuing Portfolio or tendered for redemption by the customer within seven (7) business days after the date of our confirmation of your original purchase order for such shares, you agree (i) to refund promptly to us the full amount of any concession, distribution payment, or service payment allowed or paid to you on such shares, and (ii) if not yet allowed or paid to you, to forfeit the right to receive any concession, distribution payment, or service payment allowable or payable to you on such shares. We will notify you of any such redemption within ten (10) days after the date of the redemption.

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