Humidity. If the humidity inside any of Customer’s Licensed Space drops below thirty percent (30%) or exceeds sixty percent (60%) for more than [***] (a “Humidity Irregularity”) [***] or more times during a calendar month, or for more than [***] on any single occasion during a calendar month, than upon such occurrence or subsequent occurrence, as the case may be, in such calendar month Equinix shall credit Customer’s account [***]. If Customer experiences [***] Humidity Irregularities of any duration in any [***] period Customer may terminate the Agreement upon written notice to Equinix (including the availability of the Transition Period) in addition to claiming the applicable credits set forth in this SLA, provided that such written notice is provided to Equinix within thirty (30) days of the occurrence of the last event giving rise to any termination right under this paragraph. Equinix will install and warrants that the connectors, copper, and fiber it uses for Cross-Connects will be effective media for interconnection, and that the path created by those connectors, copper, or fiber will be available; provided that Customer does not introduce any active components in the path of the Cross-Connects. If the path, connectors, or other passive physical media fail for Cross-Connects (“Media Failure”), Equinix shall credit Customer’s account the monthly recurring charges attributable to that Cross-Connect for the month after which such Media Failure occurs; provided that Customer shall allow Equinix to test all Cross-Connects for which Customer reports Media Failure. Unavailability of a Cross-Connect during such testing shall not be considered Media Failure hereunder. Customer may receive a maximum of [***] per Cross-Connect that experiences Media Failure in any calendar month. In the event that Equinix performs testing pursuant to this paragraph because Customer has reported Media Failure, and such testing reveals that there is no Media Failure, Customer shall be charged for such testing at the then-current Smart Hands hourly rate, except that Customer shall be entitled to [***] per calendar month of testing that reveals no Media Failure free of charge. If Customer experiences [***] Media Failures of any duration in any [***] period Customer may terminate the Agreement without any penalties upon written notice to Equinix (including the availability of *** Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. the Transition Period) in addition to claiming the credits set forth in this SLA, provided that such written notice is provided to Equinix within thirty (30) days of the occurrence of the last event giving rise to any termination right under this paragraph. Equinix will be responsible for coordinating all incident isolation, testing and repair work relating to the IBX Center. Severity levels will be reasonably determined by Equinix. During the incident isolation and troubleshooting process, Equinix will communicate incident resolution progress to Customer and escalate its problem resolution efforts based upon the times specified in the table below. The following steps will be taken when Customer escalates a trouble within the Equinix Response Center (“ERC”). S1 Customer’s Service is not operational and no workaround is possible, or work around exists but is unacceptable to the Customer due to the impact on the Customer’s business. 24 X 7 [***] [***] [***] S2 Customer’s Service is operational but performance is seriously degraded. If a workaround has been provided, the loss in performance can only be sustained for a few working days. 24 X 7 [***] [***] [***] S3 Customer’s Service is operational. However, a problem has been identified that causes a slight degradation in performance. A workaround is available and the workaround is acceptable to Customer. 24 X 7 [***] [***] [***] Equinix Response Center [***] [***] *** Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. Customer’s Implementation Manager Or Manager Response Center Manager – IT/Network Support ERC 1. Power Installations CATEGORY DESCRIPTION REQUIREMENTS NONCOMPLIANCE
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Humidity. If the humidity inside any of Customer’s Licensed Space cages drops below thirty 20 percent (30%) or exceeds sixty 65 percent (60%) for more than [***] 15 consecutive minutes (a “Humidity Irregularity”) [***] or more two times during a calendar month, or for more than [***] on any single occasion during a calendar month, than upon such occurrence or subsequent occurrence, as the case may be, in such calendar month Equinix shall credit Customer’s account [***]. If Customer experiences [***] the Recurring Charges attributable to the Loaded Cabinets in the cage in which the Humidity Irregularities of any duration in any [***] period Customer may terminate occur for the Agreement upon written notice to Equinix (including the availability of the Transition Period) in addition to claiming the applicable credits set forth in this SLA, provided that such written notice is provided to Equinix within thirty (30) days of the occurrence of calendar week during which the last event giving rise to any termination right under this paragraphHumidity Irregularity occurs. Equinix will install and warrants that the connectors, copper, and fiber it uses for Cross-Connects will be effective media for interconnection, and that the path created by those connectors, copper, or fiber will be available; provided that Customer does not introduce any active components in the path of the Cross-Connects. If the path, connectors, or other passive physical media fail for Cross-Connects due to circumstances caused solely by Equinix (“Media Failure”), Equinix shall credit Customer’s account the monthly recurring charges Recurring Fees attributable to that Cross-Connect for the month after during which such Media Failure occurs; provided that Customer shall allow Equinix to test all Cross-Connects for which Customer reports Media Failure. Unavailability of a Cross-Connect during such testing shall not be considered Media Failure hereunder. Customer may receive a maximum of [***] one month’s credit per Cross-Connect that experiences Media Failure in any calendar month. In the event that Equinix performs testing pursuant to this paragraph Section because Customer has reported Media Failure, and such testing reveals that there is no Media Failure, Customer shall be charged for such testing at the then-current Smart Hands hourly rateHourly Rate, except that Customer shall be entitled to [***] per calendar month one instance of testing that reveals no Media Failure free of charge. If Customer experiences [***] Media Failures of any duration in any [***] period Customer may terminate the Agreement without any penalties upon written notice to Equinix (including the availability of *** Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. the Transition Period) in addition to claiming the credits set forth in this SLA, provided that such written notice is provided to Equinix within thirty (30) days of the occurrence of the last event giving rise to any termination right under this paragraphcharge per calendar month. Equinix will be responsible for coordinating exercise all incident isolationreasonable efforts to ensure service level commitments are met, testing and repair work relating to the IBX Centerhowever. Severity levels will be reasonably determined by Equinix. During the incident isolation and troubleshooting process, Equinix will communicate incident resolution progress to Customer and escalate its problem resolution efforts based upon the times specified does not extend service level guarantees in the table belowfollowing cases: • acts of God • war or acts of terrorism • labor strikes or other labor action • fire • flood, earthquake, landslide, earth movement, hurricane, typhoon, tsunami, volcanic eruption or other natural disaster • riot or civil unrest • when unavailable due to official orders from judicial, law or civil authorities • other acts outside of Equinix’s reasonable control. In addition, Equinix’s service level commitments stated herein shall not apply if Equinix’s failure to meet them (i) results from any actions or inactions of Customer or its representatives; or (ii) results from Customer’s Equipment. The following steps will be taken when Customer escalates a trouble within the Equinix Response Center (“ERC”). S1 service level credits stated herein are Customer’s Service is not operational sole and exclusive remedy in the event of Equinix’s failure to meet the service level commitments stated herein. In no workaround is possible, or work around exists but is unacceptable event shall the maximum credit to which Customer may be entitled in a calendar month exceed the Customer due Recurring Charges attributed to Loaded Cabinets in Customers Licensed Spaces in the impact on the Customer’s business. 24 X 7 [***] [***] [***] S2 Customer’s Service is operational but performance is seriously degraded. If a workaround has been provided, the loss in performance can only be sustained affected IBX Center for a few working days. 24 X 7 [***] [***] [***] S3 Customer’s Service is operational. However, a problem has been identified that causes a slight degradation in performance. A workaround is available and the workaround is acceptable to Customer. 24 X 7 [***] [***] [***] Equinix Response Center [***] [***] *** Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. Customer’s Implementation Manager Or Manager Response Center Manager – IT/Network Support ERC
1. Power Installations CATEGORY DESCRIPTION REQUIREMENTS NONCOMPLIANCEcalendar month.
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Humidity. If the humidity inside any of Customer’s Licensed Space cages drops below thirty twenty percent (3020%) or exceeds sixty sixty-five percent (6065%) for more than [***] fifteen (a 15) consecutive minutes (“Humidity IrregularityIrregularities”) [***] on two (2) or more times separate days during a calendar month, or then subject to the exceptions, conditions and notifications below, Customer shall be entitled to a credit equal to 7/30 of the monthly recurring fee for more than [***] on the Humidity Irregular Loaded Cabinet(s) (defined below) for the month following the month in which the Humidity Irregularities occurred; provided, however, that, notwithstanding the foregoing, for each of Customer’s Humidity Irregular Loaded Cabinet(s), in no event shall the maximum credit (i.e., the aggregate amount of the credits) to which Customer shall be entitled in any single occasion given calendar month exceed 7/30 of the monthly recurring fee for that Loaded Cabinet for the month in which the credit will be applied (which is the month following the month in which the Humidity Irregularities occurred for that Loaded Cabinet). For the avoidance of doubt, Customer shall not be entitled to a credit for any portion of the fees for the month in which the Humidity Irregularities occurred. For purposes of this Attachment B, Humidity Irregular Loaded Cabinets for any given calendar month are those Loaded Cabinets of Customer in the cage in which the Humidity Irregularities occurred during a such calendar month, than upon such occurrence or subsequent occurrence, as the case may be, in such calendar month Equinix shall credit Customer’s account [***]. If Customer experiences [***] Humidity Irregularities of any duration in any [***] period Customer may terminate the Agreement upon written notice to Equinix (including the availability of the Transition Period) in addition to claiming the applicable credits set forth in this SLA, provided that such written notice is provided to Equinix within thirty (30) days of the occurrence of the last event giving rise to any termination right under this paragraph. Equinix will install and warrants that the connectors, copper, and fiber it uses for Cross-Connects will be effective media for interconnection, and that the path created by those connectors, copper, or fiber will be available; provided that Customer does not introduce any active components in the path of the Cross-Connects. If the path, connectors, or other passive physical media fail that Equinix uses fails for Cross-Connects due to circumstances caused solely by Equinix (“Media Failure”), Equinix shall then subject to the exceptions, conditions and notifications below, Customer will be entitled to a credit Customer’s account equal to the monthly recurring charges attributable to fees for that Cross-Connect for the month after following the month in which such Media Failure occurs; provided provided, however, that (i) Customer shall allow Equinix to test all Cross-Connects for which Customer reports Media Failure. Unavailability ; (ii) unavailability of a Cross-Connect during such testing shall not be considered Media Failure hereunder. ; and (iii) for each Cross-Connect, in no event shall the maximum credit (i.e., the aggregate amount of the credits) to which Customer may receive a maximum of [***] per shall be entitled in any given calendar month exceed the monthly recurring fee for that Cross-Connect for the month in which the credit(s) will be applied (which is the month following the month in which the Media Failure(s) occurred for that experiences Cross-Connect). For the avoidance of doubt, Customer shall not be entitled to a credit for any portion of the fees for the month in which the Media Failure in any calendar monthFailure(s) occurred. In addition, in the event that Equinix performs testing pursuant to this paragraph because Customer has reported Media Failure, and such testing reveals that there is no Media Failure, Customer shall be charged for such testing at the then-current Smart Hands hourly rate, except that Customer shall be entitled to [***] per calendar month one (1) instance of testing that reveals no Media Failure free of chargecharge per calendar month. If Customer experiences [***] Media Failures Notwithstanding anything to the contrary in the Equinix Service Level Agreement or any other part of the Agreement, if there is: (i) a “chronic service outage” in that there is a failure to meet the Service Level Agreement leading to the payment of a Service Credit there under on 3 separate occasions in a consecutive 3 month period; or (ii) a “catastrophic failure” in that there is a failure to meet the Service Level Agreement leading to the payment of a Service Credit that on any duration in any [***] period one occasion lasts for more than 8 continuous hours, and such “chronic service outage” or “catastrophic failure” is due to an act or omission of Equinix, including without limitation, inadequate provision of power, cooling, and/or flood/fire preventive measures, then Customer may elect, upon immediate notice to Equinix, to terminate the Agreement without any penalties upon written notice with no further liability to Equinix (including Equinix, provided that the availability Customer itself is not in breach of *** Confidential treatment has been requested for portions the Agreement and that the Customer must exercise that right to terminate the Agreement within 30 days of this exhibit. The copy filed herewith omits the information subject end of the event that gives rise to the confidentiality requesttermination right. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities Exceptions, Conditions and Exchange Commission. the Transition Period) in addition to claiming the Notifications The credits set forth in this SLAAttachment B are Customer’s sole and exclusive remedy in the event of Equinix’s failure to meet the service levels stated herein. Notwithstanding anything in this Exhibit to the contrary, for any calendar month, in no event shall the maximum credit to which Customer shall be entitled (i.e., in no event shall the aggregate of the credits for such month) exceed the monthly recurring fee for the Loaded Cabinet(s) (in Customer’s Licensed Space(s)) for which the service levels set forth herein were not met in the prior month. Notwithstanding anything in this Exhibit to the contrary, Customer shall not be entitled to a credit if the event or condition that would have otherwise given rise to the credit was caused by any of the following: · acts of God · war or acts of terrorism · labor strikes or other labor action · fire · flood, earthquake, landslide, earth movement, hurricane, typhoon, tsunami, volcanic eruption or other natural disaster · riot or civil unrest · official orders from judicial, law or civil authorities · Customer’s equipment · actions or inactions of Customer or its representatives · actions or inactions outside of Equinix’s reasonable control. Credit will be given as provided that such written notice is provided to above only if Customer notifies the Equinix within thirty Response Center in writing not later than twenty-four (3024) days of hours after the occurrence of the last event giving rise or condition entitling Customer to any termination right under this paragrapha credit. Equinix will be responsible for coordinating all incident isolation, testing and repair work relating to the IBX Center. Severity levels will be reasonably determined Unless otherwise designated by Equinix. During the incident isolation and troubleshooting process, Equinix will communicate incident resolution progress to Customer and escalate its problem resolution efforts based upon the times specified in the table below. The following steps will be taken when Customer escalates a trouble within the Equinix Response Center can be reached 1) via email to ▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇; 2) via telephone ▇-▇▇▇-▇▇▇-▇▇▇▇ if inside the United States (“ERC”Outside US: 650-513-7600). S1 Customer’s Service is not operational and no workaround is possible, or work around exists but 3) via website ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇.▇▇▇. Note regarding use of this document: The purpose of this document is unacceptable to facilitate the ability of a Customer due Company to procure services from an Equinix Company anywhere in the impact on world. Once approved by a Customer Company and an Equinix Company, these General Terms and Conditions can be incorporated into master service agreements between the Customer’s business. 24 X 7 [***] [***] [***] S2 Customer’s Service is operational but performance is seriously degraded. If a workaround has been provided, the loss in performance can only be sustained for a few working days. 24 X 7 [***] [***] [***] S3 Customer’s Service is operationalvarious Customer Companies and Equinix Companies that desire to do business together. However, the General Terms and Conditions shall not be binding upon and Equinix Company and a problem has been identified Customer Company unless and until such Equinix Company and Customer Company execute a master service agreement that causes a slight degradation incorporates them by reference. Capitalized terms used herein but not otherwise defined will have the meaning ascribed to them in performance. A workaround is available Section 10 of these General Terms and the workaround is acceptable to Customer. 24 X 7 [***] [***] [***] Equinix Response Center [***] [***] *** Confidential treatment has been requested for portions of this exhibitConditions. The copy filed herewith omits terms “Equinix”, “Customer”, “Agreement” and “Effective Date” shall be defined in the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. Customer’s Implementation Manager Or Manager Response Center Manager – IT/Network Support ERC
1. Power Installations CATEGORY DESCRIPTION REQUIREMENTS NONCOMPLIANCEapplicable master service agreement.
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Sources: Master Service Agreement (Cornerstone OnDemand Inc)