American Home Shield 2010 Annual Report Download - page 220

4.6. Service Level Credits
If Service Provider fails to provide the Services in accordance with the Service Levels set forth in any "Service
Level Agreement" Schedule to a Transaction Document, Service Provider shall apply the resulting Service Level Credits against the
Charges owed to Service Provider in the manner set forth in the "Service Level Agreement" Schedule. In the event a Service Level
Credit is subject to [***] rights, such Service Level Credits shall be accrued and paid when [***], as set forth in the "Service Level
Agreement" Schedule. The Service Level Credits represent credits for the reduced value of the Services, are not liquidated damages
or penalties, shall not limit or diminish any of the remedies granted to Customer hereunder, including the termination rights granted to
Customer in this Agreement, and Customer shall be entitled to pursue all remedies that it may have against Service Provider for the
event or events giving rise to such Service Level Credits. Except to the extent otherwise provided in the "Service Level Agreement"
Schedule, any Service Credits paid shall be offset against any damages awarded in the event that Customer successfully pursues any
claim arising out of the circumstances resulting in the Service Level default. Alternatively, at its sole election, Customer may return to
Service Provider any Service Level Credits received and pursue such remedies as Customer may have under the Agreement, at law or
in equity against Service Provider for the event or events giving rise to such Service Level Credits.
4.7. Rights of Set-Off
With respect to any amount that should be reimbursed to or is otherwise payable to Customer pursuant to this
Agreement, Customer may deduct the entire undisputed amount owed to Customer against the Charges otherwise payable or expenses
owed to Service Provider under this Agreement.
4.8. Disputed Charges/Credits
In the event that Customer disputes the accuracy or applicability of a charge or credit or other financial arrangement
described in this Agreement, Customer shall notify Service Provider of such Dispute as soon as practicable after the discrepancy has
been discovered. The Parties will investigate and resolve the Dispute using the Dispute Resolution Procedures. Monies that are the
subject of a good faith Dispute may be withheld [***] and will not be considered a basis for monetary default under, or a breach of,
the Agreement (the "Disputed Charges"). All other Charges in excess of the cap which are the subject of a good faith dispute shall be
paid by Customer subject to Customer's reservation of all rights to contest such Charges. If as a result of the Dispute Resolution
Procedures, Service Provider is required to refund any disputed amounts paid to Service Provider by Customer pursuant to the
preceding sentence, then, Service Provider shall pay to Customer all amounts determined to be due, plus interest at the rate of twelve
percent (12%) per annum (but not exceeding the maximum rate permitted by Law in any case), from the date such amounts were paid
by Customer. In addition to the foregoing, Customer may withhold any monies which are charged in error when such errors are
manifest on the face of the invoice, including obvious mathematical errors. [***]
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