- Service Level Commitment. Subject to the terms and conditions of this Agreement, Company will use commercially reasonable efforts to make the Platform available for access and use by Client and its Authorized Users over the Internet (“Available” or “Availability”)) at least ninety-nine percent (99.0%) over the course of each calendar month during the Term (each such calendar month, a “Service Period”), excluding unavailability as a result of any of the Exceptions described below in this Section 2 (the “SLA”).
- Exceptions. For purposes of calculating the SLA, the following are “Exceptions” to the SLA, and the Platform will not be considered un-Available due, in whole or in part, to any: (a) access to or use of the Platform by Client or any Authorized User that does not comply with the terms of such Client’s subscription agreement (the “Agreement”); (b) Client or Authorized Users Internet connectivity issues; (c) any Force Majeure Event (as defined in the Agreement); (d) failure, interruption, outage or other problem with any software, hardware, system, network, or other technology infrastructure that is not part of the Company’s information technology infrastructure; (e) Scheduled Downtime (as defined below); and/or (f) period when the Client and its Authorized Users are not in full compliance with the terms of the Agreement.
- Scheduled Downtime. Company will use commercially reasonable efforts to: (a) schedule downtime for routine maintenance of the Platform between the hours of [9:00 p.m. and 6:00 a.m.], Eastern Time; and (b) give Client at least twelve (12) hours prior notice of all scheduled outages of the Platform. All scheduled outages of the Platform shall be deemed “Scheduled Downtime”.
- Remedies. In the event of a Service Level Failure, Client shall be entitled to a credit (each, a “Credit”) in accordance with the following table:
To receive a Credit, Client must submit a written request to Company within thirty (30) days of the end of the Service Period in which the alleged SLA failure occurred. The request must include the dates and times of each incident of un-Availability. If the SLA failure is confirmed by Company, then Company will issue the applicable Credit to Client within one billing cycle following the calendar month in which the request is received. The Credits provided in this Section are Company’s sole obligation and liability and Client’s sole remedy for any SLA failure.