This article shares detailed information about our Service Level Policy for SaaS (SLA).
Service Level. Subject to the terms herein, during the Term, Provider agrees that the online components of the Software will be operational and available to Licensee at least 99.9% of the time, except for: (i) Scheduled Downtime, or (ii) unavailability of the Software due to the exclusions described in Section 5 below (“Performance Commitment”). If Provider does not meet the Performance Commitment, Licensee will receive the Service Credit described below. This SLA states Licensee's sole and exclusive remedy for any failure by Provider to provide the Software in accordance with the Performance Commitment.
The following definitions shall apply to the Provider Performance Commitment.
- “Downtime" means, for a Licensee, if the Software, is not accessible to or functional for the Licensee. Downtime is measured based on server side error rate.
- "Monthly Uptime Percentage" means total number of minutes in a calendar month minus the number of minutes of Downtime suffered in a calendar month, divided by the total number of minutes in a calendar month. If Licensee’s contract for the Software is for a partial month, then the numerator and denominator of the Monthly Uptime Percentage shall only include those days during which Licensee received the Software.
- “Scheduled Downtime" means those times where Provider publishes or notifies Licensees of periods of Downtime with at least seven (7) business days advance written notice. Scheduled Downtime must be scheduled on weekdays between 9 pm and 12 am Pacific time or on weekends. When occurs in accordance with this Section, such Scheduled Downtime is not considered Downtime for purposes of the Performance Commitment.
- “Service Credit" means the following:
|Monthly Uptime Percentage||Percentage of Monthly Fee Refundable to Licensee|
|99.9% or higher||None|
|98.0% to 99.89%||10%|
|95.0% to 97.99%||25%|
Within thirty (30) days following the end of each calendar month, Provider will provide Licensee a report reflecting the total amount of Scheduled Downtime and Downtime, and the Monthly Uptime Percentage for the immediately preceding calendar month. Provider shall calculate the applicable Service Credit and identify such amount in each such report and include a monetary refund for the applicable Service Credit with each such report. Except as set forth herein, Service Credits may not be exchanged for, or converted to, monetary amounts. In addition, in the event the Monthly Uptime Percentage falls below 99.9% for two (2) out of any three (3) consecutive months, Licensee shall have the right to immediately terminate this Agreement upon notice to Provider.
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