Common use of Service Level Parameters Clause in Contracts

Service Level Parameters. Transfer Agent recognizes that certain normal scheduled outages (including, but not limited to scheduled maintenance, of which Transfer Agent will be notified within thirty (30) days of the initiation of processing) and pre-planned extraordinary events (e.g. major hardware or software installations) may affect Sub-Transfer Agent’s ability to achieve the agreed performance levels. Provided that nothing in this Schedule 1.2(l) is intended to, or does, alter the standard of care or other obligations of Sub-Transfer Agent as stated elsewhere in this Agreement, Sub-Transfer Agent shall not be in breach of this Agreement for not meeting these agreed upon performance parameters when such failure was a result of: • Failure or unavailability of communication lines outside of the Sub-Transfer Agent facilities • Failure or unavailability of the Internet • A failure to perform properly or timely by a third party whose performance is a prerequisite for Sub-Transfer Agent’s performance. • A preplanned extraordinary event (e.g. a hardware or software installation) • Transfer Agent was notified in writing of such outage or install is occurring outside of the reserved maintenance window. SCHEDULE 1.2(l) INTERNET PRESENTMENT APPLICATIONS (continued) Dated: January 1, 2010 The Sub-Transfer Agent assumes no responsibility for the business results achieved from use of the Electronic Services or errors or interruptions caused by third parties, including but not limited to (i) failures attributable to user errors or misuse of the Electronic Services, (ii) failures to use corrections supplied by the Sub-Transfer Agent, or (iii) modifications by Transfer Agent or any third party. The Sub-Transfer Agent makes no warranty with respect to the performance of third parties such as web portals, internet service providers and telecommunication carriers, or as to the reliability, security or performance of the internet. If the timely availability of any Sub-Transfer Agent system or service depends on equipment Transfer Agent controls (such as Transfer Agent’s network, servers, and workstations), Transfer Agent is responsible for the proper functioning of such equipment and that such equipment properly utilizes Sub-Transfer Agent’s software and data. Sub-Transfer Agent shall have no responsibility or liability of the unavailability of system or service where such unavailability results in whole or in part from Transfer Agent controlled equipment.