This Quantive Results Uptime Policy is a policy governing the availability of the Quantive Results Service under the terms of the Quantive Results Service Agreement between Quantive Results, Ltd. and its affiliates ("Quantive Results"or "we") and users of Quantive Results' services ("you"). This policy applies separately to each account using Quantive Results. Unless otherwise provided herein, this policy is subject to the terms of the Quantive Results Service Agreement and capitalized terms will have the meaning specified in the Quantive Results Service Agreement. We reserve the right to change the terms of this policy in accordance with the Quantive Results Service Agreement.

Quantive Results will use commercially reasonable efforts to make Quantive Results' Service available with a Monthly Uptime Percentage (defined below) of at least 99.95% (Enterprise plan) / 99.9% (all other plans), during any monthly, quarterly or annual billing cycles (the "Service Commitment"). In the event Quantive Results does not meet the Service Commitment, you will be eligible to receive a Service Credit as described below.

Service Credits are calculated as a percentage of the total charges paid by you (excluding any one-time payments such as setup fees or other professional services) for the Quantive Results Service.

We will apply any Service Credits only against future Quantive Results Service payments otherwise due from you. At our discretion, we may issue the Service Credit to the credit card you used to pay for the billing cycle in which the Unavailability occurred. Service Credits will not entitle you to any refund or other payment from Quantive Results. Service Credits may not be transferred or applied to any other account. Unless otherwise provided in the Quantive Results Service Agreement, your sole and exclusive remedy for any unavailability, non-performance, or other failure by us to provide the Quantive Results Service is the receipt of a Service Credit (if eligible) in accordance with the terms of this policy.

To receive a Service Credit, you must submit a claim by submitting a ticket to support@quantive.com. To be eligible, the credit request must be received by us by the end of the second billing cycle after which the incident occurred and must include:

If the Quarterly Uptime Percentage of such request is confirmed by us and is less than the Service Commitment, then we will issue the Service Credit to you within one billing cycle following the month in which your request is confirmed by us. Your failure to provide the request and other information as required above will disqualify you from receiving a Service Credit.

The Service Commitment does not apply to any unavailability, suspension or termination of the Quantive Results Service, or any other performance issues: (i) caused by factors outside of our reasonable control, including any force majeure event or Internet access or related problems beyond the demarcation point of Quantive Results; (ii) that result from any actions or inactions of you or any third party; (iii) that result from any planned maintenance; (iv) arising from our suspension and termination of your right to use Quantive Results Service in accordance with the Service Agreement (collectively, the "Quantive Results SLA Exclusions"). If availability is impacted by factors other than those used in our Quarterly Uptime Percentage calculation, then we may issue a Service Credit considering such factors at our discretion.

We use external monitoring services for Availability monitoring and reporting. Those external services make periodic checks on the Quantive Results services you are subscribed for. Refer to Quantive Results' status page for reports on uptime history and incidents.