Common use of Approval of Systems - Uptime Clause in Contracts

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.