by Buyer and whether any such
Network Downtime should be excluded pursuant to Section 4 below; provided,
however, that Seller shall provide Buyer with documentation supporting any such
determinations, which documentation shall include (i) Seller's explanation as to
when, where and how any such Network Downtime occurred or, if Seller believes no
such Network Downtime ever occurred an explanation as to customer's or Buyer's
perception that it did occur; (ii) an accounting of all actions taken by Seller,
Buyer and/or customer to resolve such Network Downtime, whether or not such
actions were successful; and (iii) an explanation of when and how the Network
Downtime problem was finally resolved.
12.9
"NETWORK DOWNTIME CREDITS" SHALL MEAN CREDITS
ISSUED BY SELLER TO BUYER AGAINST THE CHARGES MADE BY SELLER TO BUYER PURSUANT
TO SECTIONS 1.1(A) AND (D) OF THE AGREEMENT, PURSUANT TO WHICH BUYER REIMBURSES
SELLER FOR CERTAIN OF ITS COSTS AND PROVIDING THE HM5000 AIRTIME SERVICES, AS
PER THE TERMS AND CONDITIONS OF SECTION 3 BELOW.
12.10
"NETWORK DOWNTIME PERCENTAGE" SHALL HAVE THE MEANING
SET FORTH IN SECTION 3.2 BELOW.
12.11
"NETWORK SERVICES" SHALL MEAN HM5000 GATEWAY
AVAILABILITY, TSI HLR AVAILABILITY AND WAN AVAILABILITY.
12.12
"SYSTEMS" SHALL MEAN THE MOBILE UNITS AND HOST
SOFTWARE UTILIZED BY EACH OF THE HM5000 CUSTOMERS TO RECEIVE NETWORK SERVICE.
12.13
"TOTAL MONTHLY MINUTES" SHALL MEAN THE TOTAL NUMBER OF
MINUTES IN A CALENDAR MONTH MULTIPLIED BY THE TOTAL NUMBER OF MOBILE UNITS THEN
IN SERVICE FOR THE HM5000 CUSTOMERS WHO ARE ENTITLED TO RECEIVE THE NETWORK
SERVICE DURING SUCH CALENDAR MONTH.
12.14
"TSI HLR" [*]
12.15
"TSI HLR AVAILABILITY" [*]
* Confidential information.
Information has been redacted.
30
12.16
"WANS" [*]
12.17
"WAN AVAILABILITY" [*]
13.
NETWORK SERVICE AVAILABILITY.
13.1
NETWORK SERVICE SHALL BE AVAILABLE FOR USE BY THE
HM5000 CUSTOMERS SEVEN (7) DAYS A WEEK, TWENTY-FOUR (24) HOURS A DAY, EXCLUDING
ANY PERIODS OF SCHEDULED UPGRADES AND MAINTENANCE TO THE HM5000 GATEWAY, TSI
HLR, WAN, FRAME RELAY CIRCUITS OR COMMHANDLERS.
SCHEDULED UPGRADES OR
MAINTENANCE SHALL INCLUDE ONLY PLANNED MAINTENANCE OR UPGRADES OF NO LONGER THAN
FOUR HOURS PER WEEK IN THE AGGREGATE, UNLESS OTHERWISE PREVIOUSLY AGREED TO BY
THE PARTIES.
TO THE EXTENT THAT SCHEDULED UPGRADES AND MAINTENANCE EXCEED FOUR
HOURS PER WEEK, SUCH ACTIVITIES SHALL NOT BE CONSIDERED "SCHEDULED" AND
THEREFORE SHALL NOT BE EXCLUDED FOR PURPOSES OF CALCULATING THE NETWORK DOWNTIME
PERCENTAGE PURSUANT TO SECTION 3 BELOW UNLESS OTHERWISE PREVIOUSLY AGREED TO BY
THE PARTIES.
13.2
SELLER SHALL PROVIDE REDUNDANCY OF THE CRITICAL
HARDWARE AND SOFTWARE COMPONENTS IN THE HM5000 GATEWAY.
13.3
SELLER SHALL PROVIDE BUYER WITH A FORMALIZED
TROUBLE REPORTING AND ESCALATION PROCESS.
13.4
UNLESS A SHORTER NOTICE PERIOD IS OTHERWISE
AGREED TO BY THE PARTIES IN ANY PARTICULAR CASE, SELLER SHALL PROVIDE TO BUYER'S
SCHEDULED MAINTENANCE REPRESENTATIVE AT LEAST FORTY-EIGHT (48) HOURS ADVANCE
NOTICE OF SCHEDULED MAINTENANCE OR UPGRADE ACTIVITY TO THE COMMHANDLERS, FRAME
RELAY CIRCUITS, HM5000 GATEWAY, TSI HLR AND WAN.
ANY MAINTENANCE OR UPGRADE
ACTIVITY FOR WHICH FORTY-EIGHT (48) HOURS ADVANCE NOTICE IS NOT PROVIDED TO
BUYER