The maximum Service Credit you are eligible to receive in a calendar month may not exceed the value of fifteen (15) days of access to the Services under any circumstances.
- “Downtime” means when there is more than a five percent (5%) user error rate. For both individuals and entities that use the Services, Downtime is measured based on CERTIFY’s server-side error rate. For entities that use the Services, Downtime is measured across all of the users who may access the Services.
- “Monthly Uptime Percentage” means the total number of minutes in a calendar month minus the number of minutes of Downtime incurred in a calendar month, divided by the total number of minutes in a calendar month.
|Monthly Uptime Percentage||Service Credit|
|< 99.9% – ≤ 99.0%||3 Days|
|< 99.0% – ≤ 95.0%||7 Days|
|< 95.0%||15 Days|
REQUESTS FOR SERVICE CREDIT
LIMITATIONS ON LIABILITY
- Governing Law and Jurisdiction. In the event of any legal proceedings arising from or related to this Agreement, you agree that such proceedings will be governed by the laws of the State of Maryland, without regard to any conflict of law rules, and will be brought in state court in Montgomery County, Maryland. The Parties expressly waive any challenges to personal jurisdiction and venue in these forums.
- Injunctive Relief. You agree that your actual, attempted, or threatened violation of this Agreement will cause irreparable harm to CERTIFY for which there is no adequate remedy at law and that CERTIFY may seek any injunctive or equitable relief it deems appropriate in such circumstances. These remedies are in addition to any other remedies CERTIFY may have at law or in equity.
- Jury Trial. You agree that, in the event of any litigation between the Parties, you waive your right to a jury trial.
- Attorneys’ Fees and Costs. You agree that, in the event CERTIFY prevails in any legal proceeding arising from or related to this Agreement, or any actual, attempted, or threatened violation of this Agreement, CERTIFY will be awarded its attorneys’ fees and costs in addition to any other relief to which CERTIFY is entitled.
- Entire Agreement. This Agreement constitutes the entire agreement of the Parties regarding the Services, and supersedes any prior agreements, understandings, or representations regarding the Services. This Agreement cannot be modified, amended, or changed in any way, unless the Parties otherwise agree in writing.
- Severability. You agree that, if a court holds any portion of this Agreement to be unenforceable for any reason, such portion will be enforced to the maximum extent possible and the remainder of this Agreement will be enforceable as written.
- Waiver. You agree that a Party’s failure to insist upon or enforce strict performance of any of the provisions of this Agreement or to exercise any rights or remedies under this Agreement will not be construed as a waiver of its right to assert or rely upon any such provision, right, or remedy in that or any other instance.
- Assignment. Neither Party may assign, transfer, or otherwise dispose of its rights and obligations under this Agreement, unless the Parties otherwise agree in writing, except as part of a merger, acquisition, or disposition of all or substantially all of the assigning Party’s equity or assets.
- Force Majeure. Neither Party will be held responsible for any delay or failure in performance of this Agreement, including any failure to meet the above Services Level, caused in whole or in part by any act or omission or other cause beyond such Party’s control, including fire, flood, storm, accident, terrorist attack, cyber attack, delay of supplier, or compliance with any law, rule, regulation, or government demand. If any such event occurs, the period for performing the particular obligations prevented by such event will be deemed extended by the length of time such event continues.