(Last updated March 31, 2016)
Definitions
"Downtime" shall be defined as a period during which RevTrax is unable to respond to an electronic request for a coupon to our servers and Services in less than one (1) minute. Furthermore, such situation must continue for a period of no less than five (5) consecutive minutes.
"Downtime Period" shall be defined as any period of Downtime which (i) continues for at least two (2) consecutive hours or is cumulatively five (5) hours during a twenty-four (24) hour period if intermittent, and (ii) if trackable by RevTrax, at least one person sent a request to view a coupon which was unfulfilled during such period and following such period a new coupon opportunity was unable to be sent to such person. There can only be two Downtime periods in any twenty-four (24) hour period. Nothwithstanding the forgoing, Downtime Period shall not include periods of Downtime due to (a) Maintenance (as defined below), (b) actions of the Client, its agents, representatives or others authorized by Client to use the Service under the Agreement; (c) Force Majeure; d) Denial of Service attack, hacker activity, or other malicious event or code targeted against RevTrax or a RevTrax Client.
"Emergency Maintenance" means any maintenance that in REVTRAX's sole discretion, is (a) necessary to avoid an immediate threat to RevTrax or its Clients or (b) required to be performed in a timely manner and (c) any emergency maintenance as declared by PEER 1. Client shall be notified of Emergency Maintenance in advance if practicable or otherwise immediately thereafter. Any Emergency Maintenance in excess of 2 hours per event will count as a Downtime Period.
"Force Majeure" shall be defined as any act of God, fire, natural disaster, accident, riots, acts of government, acts of terrorism, power telecommunications or Internet failures, or other cause beyond the reasonable control of such party that could not be avoided with due diligence.
"Managed Hosting Services" means the managed hosting services provided to RevTrax by PEER 1 Network Enterprises, Inc. ("PEER 1").
"Maintenance" means Scheduled Maintenance and Emergency Maintenance.
"Scheduled Maintenance" means any maintenance where (a) the Client is notified at least 24 hours in advance, or (b) that is performed during REVTRAX's standard maintenance windows, which maintenance windows shall be performed between 11pm EST and 7am EST Monday - Friday and on weekends. Notwithstanding the foregoing, maintenance that does not require Downtime may be performed at any time without notice.
Downtime Remedies
In the event REVTRAX has a Downtime Period, REVTRAX will apply a credit ("Credit") to Client's account in an amount equal to one percent (1%) of the monthly fees for the affected account for each Downtime Period for the month in which such Downtime Period occurred, provided that in no month shall a credit of more than ten percent (10%) be applied.
Support & Monitoring
RevTrax has a 24 x 7 alert system to monitor the Platform for Downtime. In the event RevTrax detects a problem that in RevTrax's opinion will cause Downtime or have a material impact on the Services, RevTrax will use commercially reasonable efforts to promptly alert Client to such problem. In the event that RevTrax detects Downtime, RevTrax will use commercially reasonable efforts to notify Client promptly. In the event that Client discovers Downtime, Client may contact RevTrax 24 x 7 and RevTrax will use commercially reasonable efforts to respond to such inquiry promptly.
Termination for Chronic or Severe Service Degradation
Notwithstanding the foregoing or anything to the contrary, Client may terminate the Agreement without penalty for Chronic or Severe Service Degradation by providing RevTrax thirty (30) days prior written notice of termination hereunder within 30 calendar days following a month in which Client suffered Chronic or Severe Service Degradation. For purposes of this Section, "Chronic or Severe Service Degradation" means Client has experienced 5 or more Downtime Periods in a single calendar month. Termination for Severe or Chronic Service Degradation will be effective on the date indicated in the termination notice.