Service Level Terms

The System shall be available [99.95]%, measured monthly, on Business Days excluding scheduled maintenance and other Exclusions (as defined below). If Customer requests maintenance during these hours, any uptime or downtime calculation will exclude periods affected by such maintenance. Further, any downtime resulting from outages of third-party connections or utilities or other reasons beyond Company's control will also be excluded from any such calculation.

Scheduled maintenance means unavailability of the System announced by Company prior to the System becoming unavailable. Company performs maintenance on the System after Support Hours. Company will run automated maintenance on the System daily between the hours of [XX:00 a.m. and XX:00 a.m.], Pacific Standard Time. Company will use commercially reasonable efforts to notify Customer at least [XX] hours in advance of major releases and provide System notifications in advance of regular, minor updates.

Customer's sole and exclusive remedy, and Customer's entire liability, in connection with Service availability shall be that for each period of cumulative downtime in a month longer than [1 hour], Customer will credit Customer [2.5%] of the Monthly Service Fees paid for each period of [30] or more consecutive minutes of downtime during such month; provided that no more than one such credit will accrue per day. Downtime shall begin to accrue as soon as Customer (with notice to Company) recognizes that downtime is taking place and continues until the availability of the Services is restored.

To receive downtime credit, Customer must notify Company in writing within 24 hours from the time of downtime, and failure to provide such notice will forfeit the right to receive downtime credit. Such credits may not be redeemed for cash and in any event shall not be cumulative beyond a total of credits of one (1) week of the Monthly Service Fees in any 1 calendar month. Customer will only apply a credit to the Monthly Service Fees for the month in which the incident occurred, and will be credited against the Monthly Service Fees for the next-following calendar month.

Exclusions: The System availability commitment does not apply to any unavailability, suspension or termination of Services, or any other performance issue:

Caused by factors outside of Company's reasonable control, including any force majeure event, Internet access, or problems beyond the demarcation point of the Company network;
That results from any actions or inactions of Customer, a Registered User or any third party;
That results from the equipment, software or other technology not within Company direct control; or
That results from any Maintenance.