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ASP TERMS OF USE AGREEMENT

Vovici Corporation

This ASP Terms of Use Agreement (“Agreement”) is effective as of_____________, 20__ (“Effective Date”) and is made by and between Vovici Corporation, 505 Huntmar Park Dr, Herndon, VA 20190 (“Vovici Corporation”) and _____________________________________ (“Customer”).


  1. SERVICES.  Subject to the terms and conditions of this Agreement, Vovici Corporation agrees to provide to Customer access to the current Vovici Corporation Survey Solution offering set forth in the Order Form attached hereto as Exhibit B and available online at the Customer designated URL as of the Activation Date, and bug fixes or other minor enhancements or improvements thereto (the “Services”), subject to the restrictions and number of authorized users in Customer’s organization for which Customer has purchased user licenses as set forth on the Order Form.  The restrictions indicate the level of access permitted to the features of the Services and includes “Named User”, “Report Viewer”, “Workspace” and such other designation(s) which may be specified in the Order Form.  A “Named User” license is used for design, deployment and Application administration. A “Report Viewer” license permits access to the reporting features of the Services(s).  A “Workspace” license controls secure access and segmentation of Customer data within the Services(s).  “Activation Date” means the day following the issuance of user passwords to Customer to access the Services as set forth in Section 5 below.  Additional upgrades (i.e. modifications, additions or substitutions that result in a substantial change, improvement or addition to the Services), if available, may be offered by Vovici Corporation as part of the Customer Support agreement or at an additional charge. If any Customer contact information is false or fraudulent, Vovici Corporation may terminate Customer's access to the Services in addition to pursuing any other legal remedies.  Following the Activation Date, Customer may place orders for additional user to use the Services, by the parties executing an additional Order Form.  Vovici Corporation’ prices applicable to the Services that are in effect on the date of signing such Order Form shall apply to such additional users.
  2. SERVICE LEVELS.  Vovici Corporation will provide the Services in accordance with the Service Level Agreement attached hereto as Exhibit A.
  3. LICENSE GRANT.  Subject to the terms and conditions of this Agreement, Vovici Corporation hereby grants to Customer, (and to each Customer employee or authorized contractor who accesses the Services by means of Customer's account and an authorized password), subject to all of the terms and conditions of this Agreement, a non-exclusive, non-transferable, non-sublicensable license to access and use the Services via the Internet, solely for internal business purposes in accordance with any applicable end user documentation.
  4. LICENSE RESTRICTIONS.  Customer shall not, directly or indirectly, (i) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code or underlying ideas or algorithms of the Services; (ii) modify, translate, or create derivative works based on the Services; (iii) rent, lease, distribute, sell, resell, assign, or otherwise transfer rights to the Services; (iv) use the Services for timesharing or service bureau purposes or otherwise for the benefit of a third party; (v) remove any proprietary notices from the Services; (vi) publish or disclose to third parties any evaluation of the Services without Vovici Corporation 's prior written consent.
  5. PASSWORDS/SECURITY. 
    Passwords.  Vovici Corporation shall issue to Customer, or shall authorize a Customer administrator to issue, a password for each user authorized to use Customer's account for whom Customer has paid the applicable fee. Customer and its users are responsible for maintaining the confidentiality of all passwords and for ensuring that each password is used only by the authorized user. Customer is entirely responsible for any and all activities that occur under the Customer's account and all charges incurred from use of the Services accessed with the Customer’s passwords. Customer agrees to immediately notify Vovici Corporation of any unauthorized use of the Customer's account (including each password of each user accessing the Services by means of Customer's account) or any other breach of security known to Customer. Vovici Corporation shall have no liability for any loss or damage arising from Customer's failure to comply with these requirements.
    Security.  Vovici Corporation will maintain the Services at a reputable third party Internet service provider and hosting facility and will implement commercially reasonable security precautions to prevent unauthorized access to the Customer Data (as defined below). Customer acknowledges that, notwithstanding such security precautions, use of or connection to the Internet provides the opportunity for unauthorized third parties to circumvent such precautions and illegally gain access to the Services and Customer Data (defined below).  Accordingly, Vovici Corporation cannot and does not guaranty the privacy, security or authenticity of any information so transmitted over or stored in any system connected to the Internet. 
  6. CUSTOMER SUPPORT.  Except as expressly stated on the Order Form, the Fees set forth in the Order Form include the provision to Customer of Vovici Corporation’ standard telephone, email and web support. 
  7. CUSTOMER DATA.  As between Vovici Corporation and Customer, Customer shall own all data, information or material that Customer enters into the Services or has entered on its behalf ("Customer Data"). Vovici Corporation may access Customer’s account and Customer Data from time to time as Vovici Corporation deems necessary, solely for purposes of support, administration and invoicing related to Customer’s use of the Services.  Except as permitted in this Agreement, Vovici Corporation will not edit, delete or disclose the contents of Customer Data unless authorized by the Customer or unless Vovici Corporation is required to do so by law or in the good faith belief that such action is necessary to: (1) conform with applicable laws or comply with legal process served on Vovici Corporation; (2) protect and defend the rights or property of Vovici Corporation; or (3) enforce this Agreement. Vovici Corporation may provide user statistical information related to the usage of the Services such as usage or traffic patterns in aggregate form to third parties, but such information will not include identifiable information of Customer or personally identifying information for Customer’s employees or authorized contractors. Customer is solely responsible for the accuracy, quality, integrity, legality, reliability, appropriateness and copyright of all Customer Data and Vovici Corporation assumes no responsibility for the deletion, correction, destruction, loss, infringement or failure of the Services to store any Customer Data. Vovici Corporation reserves the right to establish a maximum amount of memory or other computer storage and a maximum amount of Customer Data that Customer may store, post or transmit on or through the Services.
  8. CUSTOMER OBLIGATIONS.
    Hardware.  Customer is responsible for obtaining and maintaining all computer hardware, software and communications equipment needed to access and use the Services, and for paying all third-party access charges (e.g., ISP, telecommunications) incurred while using the Services.
    Conduct.  Customer shall be solely responsible for its actions and the actions of its users while using the Services and the contents of its transmissions through the Services (including, without limitation, Customer Data). Customer agrees: (1) to abide by all local, state, national, and international laws and regulations applicable to Customer's use of the Services, including without limitation all laws regarding the transmission of technical data exported from the United States through the Services; (2) not to upload or distribute in any way files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of the Services or another's computer; (3) not to use the Services for illegal purposes; (4) not to interfere or disrupt networks connected to the Services; (5) not to post, promote or transmit through the Services any unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene, hateful, racially, ethnically or otherwise objectionable material of any kind or nature; (6) not to transmit or post any material that encourages conduct that could constitute a criminal offense or give rise to civil liability; (7) not to interfere with another customer's use and enjoyment of the Services or another entity's use and enjoyment of similar services; (8) not to engage in contests, chain letters or post or transmit "junk mail," "spam," "chain letters," or unsolicited mass distribution of email; and (9) to comply with all regulations, policies and procedures of networks connected to the Services. Customer acknowledges and agrees that Vovici Corporation neither endorses the contents of any customer communications or Customer Data nor assumes any responsibility for any threatening, libelous, obscene, harassing or offensive material contained therein, any infringement of third party intellectual property rights arising therefrom or any crime facilitated thereby. Vovici Corporation may remove any violating content posted on the Services or transmitted through the Services, without notice to Customer.
    Advertising/Links.  Customer may enter into correspondence with or participate in promotions or transactions with third party advertisers promoting their products or services on the Services ("Advertisers"). Customer acknowledges and agrees that any such correspondence or participation, including the delivery of and the payment for goods and services, and any other terms, conditions, warranties or representations associated with such correspondence, promotions, or transactions are solely between Customer and Advertiser. Vovici Corporation shall have no liability, obligation or responsibility whatsoever arising out of or in connection with any such correspondence, promotions or transactions. In addition, the Services may provide links to other web sites or resources. Customer acknowledges and agrees that Vovici Corporation is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, services or other materials on or available from such sites or resources. Vovici Corporation shall not be responsible or liable, directly or indirectly, to Customer or to any third party for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on such external sites or resources.
  9. FEES AND TAXES.
    Fees.  Customer agrees to pay the applicable fee(s) set forth in the Order Form for users according to the restrictions on its account in accordance with the fees, charges, and billing terms set forth in this Agreement (“Fees”).  Except as otherwise provided in the Order Forms, all Fees are quoted in the United States currency. Except as otherwise provided in this Agreement, Fees are non-refundable.  In addition to such Fees, Customer shall pay all applicable sales, use and other taxes or duties (excluding taxes based on Vovici Corporation’ income). 
    Payments.  Fees for the Services will be invoiced in advance in accordance with payment frequency and other terms set forth in the relevant Order Form.  Unless otherwise stated in the Order Form, Fees are due within 30 days from the invoice date.  Any payment not received from the Customer by the due date shall accrue (except with respect to charges then under reasonable and good faith dispute), at the lower of 1.5% of the outstanding balance per month (being 18% per annum), or the maximum rate permitted by law, from the date such payment is due until the date paid. Customer shall also pay all sums expended (including reasonable legal fees) in collecting overdue payments. If Customer believes that the bill is incorrect, Customer must contact Vovici Corporation in writing within 30 days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit.
  10. TERM.  The Services shall commence on the Activation Date and shall continue for a period of one (1) year or such other period specified in the Order Form.  Thereafter, this Agreement will automatically renew at Vovici Corporation’ then current list prices, for additional one (1) year periods, unless either party gives the other party notice of its intent not to renew at least ninety (90) days prior to the end of the initial term or any renewal term. Termination will be effective at the end of the applicable term in which such notice is received. Customer shall be responsible for all Fees for the applicable term in which termination occurs, and Vovici Corporation shall not issue any refunds for such term.
  11. TERMINATION.
    Breach.  Except as provided in Section 11.3 below, either party may terminate this Agreement upon written notice if the other party has breached a material term of this Agreement and has not cured such breach within thirty (30) days of receipt of notice from the non-breaching party specifying the breach. 
    Insolvency.  Either party may terminate this Agreement if (i) the other party has a receiver appointed for it or its property; (ii) the other party makes an assignment for the benefit of creditors; (iii) any proceedings are commenced by, for or against the other party under any bankruptcy, insolvency or debtor's relief law; or (iv) the other party is liquidated or dissolved.
    Failure to Pay/Customer Conduct.  Vovici Corporation  may suspend or terminate the Services, at its sole option, with or without notice to Customer if: (i) any payment is delinquent by more than sixty (60) days, or (ii) Customer breaches any provision of Section 8.2.  
    Effect of Termination.  Vovici Corporation shall not be liable to Customer or any third party for suspension or termination of the Services in accordance with this Agreement. If Customer or Vovici Corporation terminates this Agreement, Customer will be obligated to pay the balance due for all Services provided prior to termination.  Upon the effective date of expiration or termination of this Agreement for any reason, whether by Customer or Vovici Corporation, Customer's right to use the Services shall immediately cease.  Sections 7, 8.2, 8.3, 11, 12, 13, 14.2, 16 and 17 of this Agreement shall survive its expiration or termination for any reason.  Vovici Corporation shall retain Customer Data for a period of thirty (30) days after expiration or termination of this Agreement.  Customer may request that Vovici Corporation conduct a mass export of Customer Data, and Vovici Corporation agrees to provide such services at its then current rates on a time and materials basis. After thirty (30) days, Vovici Corporation may delete and destroy all Customer Data without notice or further liability to Customer.
  12. PROPRIETARY RIGHTS.  Customer acknowledges that the Services and all content contained therein, including but not limited to text, software, music, sound, photographs, video, graphics, and third party materials and advertisements, excluding any Customer Data, (collectively, "Content") is proprietary to Vovici Corporation or such third parties, and Vovici Corporation or such third parties retain exclusive ownership of the same throughout the world, including all related copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights thereto. Except as expressly stated herein, this Agreement does not transfer any right, title or interest in the Services or the Content to the Customer.
  13. CONFIDENTIALITY.
    Obligations.  Each of the parties agrees to maintain in confidence any non-public information of the other party, whether written or otherwise, disclosed by the other party in the course of performance of this Agreement that a party knows or reasonably should know is considered confidential by the disclosing party (‘Confidential Information’).  The parties hereby agree that Confidential Information includes the terms and conditions of this Agreement, and any discussions related thereto. The receiving party shall not disclose, use, transmit, inform or make available to any entity, person or body any of the Confidential Information, except as a necessary part of performing its obligations hereunder, and shall take all such actions as are reasonably necessary and appropriate to preserve and protect the Confidential Information and the parties’ respective rights therein, at all times exercising at least a reasonable level of care.  Each party agrees to restrict access to the Confidential Information of the other party to those employees or agents who require access in order to perform hereunder, and, except as otherwise provided, neither party shall make Confidential Information available to any other person or entity without the prior written consent of the other party. 
    Exclusions. Confidential Information shall not include any information that is (i) already known to the receiving party at the time of the disclosure; (ii) publicly known at the time of the disclosure or becomes publicly known through no wrongful act or failure of the receiving party; (iii) subsequently disclosed to the receiving party on a non-confidential basis by a third party not having a confidential relationship with the other party hereto that rightfully acquired such information; or (iv) communicated to a third party by the receiving party with the express written consent of the other party hereto.   A disclosure of Confidential Information that is legally compelled to be disclosed pursuant to a subpoena, summons, order or other judicial or governmental process shall not be considered a breach of this Agreement; provided the receiving party provides prompt notice of any such subpoena, order, or the like to the other party so that such party will have the opportunity to obtain a protective order or otherwise oppose the disclosure.
    Destruction or Return of Confidential Information.  Upon expiration or termination of this Agreement for any reason, each party shall promptly return to the other party, or destroy, as the parties agree, all copies of the other party’s Confidential Information.  All copies, notes or other derivative material relating to the Confidential Information shall be promptly retrieved or destroyed, as agreed, and no such material shall be retained or used by the receiving party in any form or for any reason.
  14. LIMITED WARRANTY AND WARRANTY DISCLAIMER. 
    Limited Warranty.  Vovici Corporation warrants that the Services will perform substantially in accordance with the functions described in the documentation provided by Vovici Corporation under normal use and circumstances by authorized users of the Services.  For any breach of this warranty, the Customer's sole and exclusive remedy and Vovici Corporation’ sole and excusive liability, shall be for Vovici Corporation to correct any reported failure in the Services causing a breach of this warranty, or, if Vovici Corporation is unable to provide such correction, the Customer shall be entitled to recover that prepaid portion of the Fees in respect of the non-conforming Services.
    Disclaimer.  EXCEPT AS EXPRESSLY STATED IN SECTION 14.1, THERE ARE NO WARRANTIES OR CONDITIONS (WHETHER IMPLIED OR ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE) FOR THE SERVICES OR SUPPORT. VOVICI CORPORATION DISCLAIMS ALL STATUTORY OR IMPLIED WARRANTIES AND CONDITIONS INCLUDING WITHOUT LIMITATION THE CONDITIONS AND/OR WARRANTIES OF MERCHANTABILITY, MERCHANTABLE QUALITY OR FITNESS FOR ANY PURPOSE, PARTICULAR, SPECIFIC OR OTHERWISE.  VOVICI CORPORATION DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SERVICES WILL MEET THE CUSTOMER'S REQUIREMENTS OR THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.  FURTHER, VOVICI CORPORATION DOES NOT WARRANT THAT ALL ERRORS IN THE SERVICES CAN OR WILL BE CORRECTED.  CUSTOMER UNDERSTANDS AND AGREES THAT ANY MATERIAL OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE SERVICES IS DONE AT CUSTOMER'S OWN DISCRETION AND RISK, AND THAT CUSTOMER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO CUSTOMER'S COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF SUCH MATERIAL OR DATA.  SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO CUSTOMER.
  15. INDEMNIFICATION. 
    By Vovici Corporation.  Vovici Corporation shall indemnify, defend, or at its option settle, any third party claim or suit against Customer based on a claim that the Services infringes any United States patent, copyright, trademark or trade secret and Vovici Corporation shall pay any final judgment entered against Customer in any such proceeding or agreed to in settlement; provided (a) Vovici Corporation is promptly notified in writing of such claim or suit, (b) Vovici Corporation or its designee has sole control of such defense and/or settlement, and (c) Customer gives all information and assistance requested by Vovici Corporation or such designee.  To the extent that use of the Services is enjoined, Vovici Corporation may at its option either (i) procure for Customer the right to use the Services, (ii) replace the Services with other suitable products, or (iii) refund the prepaid portion of the Fee(s) paid by Customer for the Services or the affected part thereof.  Vovici Corporation shall have no liability under this Section 15 or otherwise to the extent a claim or suit is based upon (a) use of the Services in combination with software or hardware not provided by Vovici Corporation if infringement would have been avoided in the absence of such combination, (b) modifications to the Services not made by Vovici Corporation, if infringement would have been avoided by the absence of such modifications, (c) use of any version other than a current release of the Services, if infringement would have been avoided by use of a current release, or (d) any action or omission of Customer for which Customer is obligated to indemnify Vovici Corporation under Section 15.2 below.
    THIS SECTION 15 STATES VOVICI CORPORATION’ ENTIRE LIABILITY AND CUSTOMER'S SOLE AND EXCLUSIVE REMEDY FOR INFRINGEMENT AND MISAPPROPRIATION CLAIMS BASED ON THE SERVICES.
    By Customer.  Customer shall indemnify, defend, or at its option settle, any third party claim or suit against Vovici Corporation based on a claim: (i) of any breach of Section 8.2 of this Agreement by Customer, its affiliates, employees agents, successors and assigns; and (ii) relating to or based upon the Customer Data or the activities conducted by Customer using the Services; and Customer shall pay any final judgment entered against Vovici Corporation in any such proceeding or agreed to in settlement; provided (a) Customer is promptly notified in writing of such claim or suit, (b) Customer or its designee has sole control of such defense and/or settlement, and (c) Vovici Corporation gives all information and assistance requested by Customer or such designee. 
  16. LIMITATION OF LIABILITY. 
    Limitation on Direct Damages.  IN NO EVENT SHALL VOVICI CORPORATION’ AGGREGATE LIABILITY, IF ANY, ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT EXCEED THE FEES PAID BY CUSTOMER FOR THE SERVICES THAT DIRECTLY GAVE RISE TO THE DAMAGES CLAIMED, WITHOUT REGARD TO WHETHER SUCH CLAIM IS BASED IN CONTRACT OR TORT, INCLUDING NEGLIGENCE. 
    Disclaimer of Consequential Damages.  IN NO EVENT SHALL VOVICI CORPORATION OR ITS SUPPLIERS BE LIABLE (A) FOR ANY INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR (B) TO THIRD PARTIES CLAIMING THROUGH CUSTOMER; EVEN IF VOVICI CORPORATION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 
    Essential Purpose.  The essential purpose of this Section 16 is to limit the potential liability of the parties arising under this Agreement.  The parties acknowledge that the limitations set forth in this Section 16 are intricate to the amount of consideration levied in connection with the license of the Services and that, were Vovici Corporation to assume any further liability, such consideration would out of necessity, been set much higher.
  17. GENERAL. All notices to a party shall be in writing and sent to the addresses specified in this Agreement and shall be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. Neither this Agreement nor any Services license may be assigned or transferred by Customer, by merger, operation of law or otherwise, without Vovici Corporation’ prior written consent.  This Agreement, together with all addenda, schedules, and exhibits, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements and understandings between the parties relating to the subject matter hereof.  This Agreement may be amended or superseded only by a written instrument signed by both parties.  This Agreement shall be governed by the laws of the Commonwealth of Virginia, excluding its conflict of laws rules.  The parties agree that the Uniform Computer Information Transactions Act (UCITA) is hereby excluded from application to this Agreement and the parties agree that the United Nations Convention for the International Sale of Goods is excluded in its entirety from this Agreement.  Any provision of this Agreement held to be unenforceable shall not affect the enforceability of any other provisions of this Agreement.  In the event of any conflict between the terms of this Agreement and the terms of any agreement, the terms of this Agreement shall control.  Neither party shall be in default if its failure to perform any obligation under this Agreement is caused solely by supervening conditions beyond that party’s reasonable control, including acts of God, civil commotion, war, strikes, labor disputes, third party Internet service interruptions or slowdowns, vandalism or “hacker” attacks, acts of terrorism or governmental demands or requirements.  Customer agrees that Vovici Corporation may use Customer’s name and logo to identify Customer as a customer of Vovici Corporation on Vovici Corporation' website, and as a part of a general list of Vovici Corporation' | Vovici Corporation’s customers for use and reference in Vovici Corporation' | Vovici Corporation’s corporate, promotional and marketing literature.  Additionally, Customer agrees that Vovici Corporation may issue a press release identifying Customer as a Vovici Corporation customer, subject to customer's prior approval which will not be unreasonably withheld or delayed.  The parties agree that any press release or other public comments issued by either party relating to this Agreement, any dispute under this Agreement, or Customer's use of the Services, will be prepared jointly between Vovici Corporation and Customer and will be issued upon mutual agreement of the parties. Pre-printed terms and conditions on or attached to any Customer purchase order shall be of no force or effect.

EXHIBIT A

SERVICE LEVEL AGREEMENT

 

1.             SERVICE AVAILABILITY

Vovici Corporation will use commercially reasonable efforts to ensure that the Services will be available 24 hours per day, 7 days per week, excluding any Scheduled Downtime or Unscheduled Downtime events, each as defined below.  The Service availability shall be measured as the total number of minutes in a month minus the total number of minutes in that month that comprise Schedule Downtime or Unscheduled Downtime events (“Scheduled Uptime”).
2.             SCHEDULED DOWNTIME

A minimum of (7) days advance notice will be provided for all scheduled downtime to perform system maintenance, backup and upgrade functions for the Services (the “Scheduled Downtime”) if the Services will be unavailable due to the performance of system maintenance, backup and upgrade functions.  Scheduled Downtime will not exceed eight (8) hours per month and will be scheduled in advance during off-peak hours (based on ET).  Vovici Corporation will notify the Customer administrator via email of any Scheduled Downtime that will exceed (2) hours.
The duration of Scheduled Downtime is measured, in minutes, as the amount of elapsed time from when the Services are not available to perform operations to when the Services become available to perform operations.  Daily system logs will be used to track Scheduled Downtime and any other Service outages.
3.             UNSCHEDULED DOWNTIME

Unscheduled Downtime is defined as any time outside of the Scheduled Downtime when the Services are not available to perform operations, excluding any outages caused by the failure of any third party vendors, the Internet in general, or any emergency or force majeure event.  The measurement is in minutes.
4.             SERVICE LEVEL CREDITS
If Vovici Corporation does not the Scheduled Uptime levels set forth above, Customer will be entitled, upon written request, to a Service Level Credit to be calculated as follows:

  • If Scheduled Uptime is at least 99.95% of the month’s minutes, no Service Level Credit is awarded.
  • If Scheduled Uptime is 99.75% to 99.94% (inclusive) of the month’s minutes, Customer will be eligible for a credit of 5% of a monthly average fee derived from one-twelfth (1/12th) of the then-current annual fee paid to Vovici Corporation.
  • If Scheduled Uptime is 99.50% to 99.74% (inclusive) of the month’s minutes, Customer will be eligible for a credit of 7.5% of a monthly average fee derived from one-twelfth (1/12th) of the then-current annual fee paid to Vovici Corporation.
  • If Scheduled Uptime is less than 99.50% of the month’s minutes, Customer will be eligible for a credit of 10.0% of a monthly average fee derived from one-twelfth (1/12th) of the then-current annual fee paid to Vovici Corporation.

Service Level Credits shall be Customer’s sole and exclusive remedy in the event of any failure to meet the Service Levels.  Service Level Credits will be applied to the next invoice following Customer’s request and Vovici Corporation confirmation that credits are applicable.

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