Approval of Systems - Uptime Clause Samples

Approval of Systems - Uptime. You shall disclose the technical and performance specifications of the software and computer systems (including the software and computer systems of others used to conduct the surveys) so that GFOL may determine their capacity and capability. You will maintain uptime of Your systems at 99.5%at all times when GFOL is directing Potential Respondents to You, and comply in all respects with the terms and conditions of the Service Level Agreement attached as Exhibit E. GFOL reserves the right to limit the number of Potential Respondents sent to You based on its assessment of the capacity of Your software and computer systems. If You experience any downtime or technical difficulties that result in Your systems not being able to accept Potential Respondents, collect data, allow Potential Respondents to complete surveys or in any other way prevent Potential Respondents from taking and completing surveys (the "Technical Difficulties"), You shall immediately notify GFOL so it may cease directing Sample to You. In any case where You fail to notify GFOL of any Technical Difficulty within 15 minutes of its occurrence, You will be liable (i) in the case of the Panel Based Sample Delivery Service for the cost of Sample for the entire duration of the Technical Difficulty as if eighty percent (80%) of the Potential Respondents who visited Your site during the duration of the Technical Difficulty completed and qualified for the survey to which they were directed, provided, however, that if the assumed incidence of Potential Respondents for any survey affected by a Technical Difficulty is greater than eighty percent (80%), then GFOL will charge You for Sample delivered at such higher percentage.
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Approval of Systems - Uptime. CRI shall disclose the technical and performance specifications of its software and computer systems (including the software and computer systems of others used to conduct the surveys) so that FieldSource may determine their capacity and capability. CRI will maintain uptime of its systems at [****]% at all times when FieldSource is directing Potential Respondents to CRI. FieldSource reserves the right to limit the number of Potential Respondents sent to CRI based on its assessment of the capacity of its software and computer systems. If CRI experiences any downtime or technical difficulties that result in its systems not being able to accept Potential Respondents, collect data, allow Potential Respondents to complete surveys or in any other way prevent Potential Respondents from taking and completing surveys (the "Technical Difficulties"), it shall immediately notify FieldSource so it may cease directing Sample to CRI. In any case where CRI fails to notify FieldSource of any Technical Difficulty within [****] of its occurrence, CRI will be liable for the cost of Sample for the entire duration of the Technical Difficulty by multiplying the number of Potential Respondents who visited CRI's site during the Technical Difficulty by one and one half times the estimated incidence for each study to which they were directed, provided, however, that if the assumed incidence of Potential Respondents for any survey affected by a Technical Difficulty is greater than [****], then FieldSource will charge CRI for Sample delivered at the actual incidence.
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Approval of Systems - Uptime. TNSI shall disclose the technical and performance specifications of its software and computer systems (including the software and computer systems of others used to conduct the surveys) so that GFOL may determine their capacity and capability. TNSI will maintain uptime of its systems at [****]% at all times when GFOL is directing Potential Respondents to TNSI. GFOL reserves the right to limit the number of Potential Respondents sent to TNSI based on its assessment of the capacity of its software and computer systems. If TNSI experiences any downtime or technical difficulties that result in its systems not being able to accept Potential Respondents, collect data, allow Potential Respondents to complete surveys or in any other way prevent Potential Respondents from taking and completing surveys (the "Technical Difficulties"), it shall immediately notify GFOL so it may cease directing Sample to TNSI. TNSI will compensate GFOL for its panel fees or other sample fees in attempting to send data and /or Potential Respondents to TNSI during the Technical Difficulties, such compensation to be reasonably negotiated at the time by the parties, giving consideration to such factors as incidence, response rates, duration of Technical Difficulties and number of respondents; provided that no fee will be due with respect to any incident of Technical Difficulties if TNSI notifies GFOL of that incident within [****] after its onset.
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Related to Approval of Systems - Uptime

  • State Approval of Replacement Personnel The Engineer may not replace the project manager or key personnel without prior consent of the State. The State must be satisfied that the new project manager or other key personnel is qualified to provide the authorized services. If the State determines that the new project manager or key personnel is not acceptable, the Engineer may not use that person in that capacity and shall replace him or her with one satisfactory to the State within forty-five (45) days.

  • Approval of Listing At the Closing Time, the Securities shall have been approved for listing on the New York Stock Exchange, subject only to official notice of issuance.

  • APPROVAL OF GENERAL COMMUNICATIONS Competitive Supplier shall cooperate with the Town in the drafting and sending of messages and information to Eligible Consumers concerning the Program or any matter arising under or related to this ESA. Prior to sending any direct mail, advertising, solicitation, bill insert, electronic mail, or other similar written or electronic communication (collectively, “General Communications”) to Participating Consumers (but excluding individually drafted or tailored communications responding to the specific complaint or circumstance of an individual consumer), Competitive Supplier shall provide a copy of such General Communication to the Town for its review to determine whether it is consistent with the purposes and goals of the Town. The Town shall have the right to disapprove such General Communications and suggest revisions if it finds the communication inconsistent with the purposes and goals of the Town, factually inaccurate or likely to mislead; provided, however: (i) that the communication shall be deemed approved if the Town fails to respond within seven (7) business days; and (ii) that no approval shall be necessary for any communication (a) regarding any emergency situation involving any risk to the public health, safety or welfare; (b) which has been approved by or is required by the Department, the DOER, or any other Governmental Authority; or (c) in the nature of routine monthly or periodic bills, or collection notices, except that any bill insert or message included at the bottom of such bill not within the scope of (a) or (b) above shall require approval. If the Town objects to any General Communication on the grounds it is inconsistent with the purposes and goals of the Town, the Competitive Supplier, after consultation as provided in this Article 5.6, may nevertheless elect to send such General Communication provided that it: (i) clearly indicates on such mailing that it has not been endorsed by the Town, (ii) has previously provided all Participating Consumers a meaningful chance to opt not to receive such General Communications, (iii) has stated in connection with such chance to opt not to receive such communications that “the Town wants to protect Eligible Consumers from receiving marketing materials if you do not wish to do so,” and

  • Approval of Documentation The form and substance of all certificates, instruments and other documents delivered to Buyer under this Agreement shall be satisfactory in all reasonable respects to Buyer and its counsel.

  • Approval of Agreement The Board of Directors of the Company has authorized the execution and delivery of this Agreement by the Company and has approved this Agreement and the transactions contemplated hereby.