- Target Availability. Vendor will use commercially reasonable efforts to make the Service available with an uptime of 99.5% of each calendar month (“Target Availability”).
- Exclusions. The calculation of uptime will not include unavailability to the extent due to: (a) Customer’s use of the Service in a manner not authorized in the Agreement or Documentation, (b) general Internet problems, force majeure events or other factors outside of Vendor’s reasonable control, (c) Customer’s equipment, software, network connections or other infrastructure, (d) third party systems, acts or omissions or (e) Scheduled Maintenance or reasonable emergency maintenance. “Scheduled Maintenance” means Vendor’s scheduled routine maintenance. Scheduled Maintenance will not exceed twenty (20) hours per month and Vendor will use commercially reasonable efforts to perform Scheduled Maintenance only in four (4) hour blocks of time on Saturday or Sunday.
- Service Credits. If there is a verified failure of the Service to meet Target Availability in a particular month and Customer makes a request for service credit within thirty (30) days after the end of such month, Customer will be entitled to a credit based on the monthly portion of the annual fees due for the affected Service in such month (“Service Credit”). The Service Credit will calculated as follows:
- Exclusive Remedies. Service Credits constitute liquidated damages and are not a penalty. Service Credits are Customer’s sole and exclusive remedy, and Vendor’s sole and exclusive liability, for Vendor’s failure to meet the Target Availability.
|Uptime||Service Credit (% of monthly fees)||Service Credit (% of monthly fees) if Customer has purchased Premium Support*|
|99.00% — 99.49%||1%||5%|
|98.00% — 98.99%||5%||10%|
|96.00% — 97.99%||10%||15%|
Vendor will apply each Service Credit to Customer’s next invoice, provided that Customer’s account is fully paid up, without any outstanding payment issues or disputes. Customer will not receive any refunds for any unused Service Credits. Service Credits in any month will not exceed 15% (or 20% for Premium Support) of the monthly fees due.
*Premium Support is Vendor’s enhanced support offering which is further described in the Support Policy and may be licensed for an annual fee pursuant to an Order.