1.0 Uptime

1.1 Target Uptime.

Provider will use commercially reasonable efforts to make the Cloud Service available for at least the Target Uptime as calculated each calendar month.

1.2 Uptime Calculation.

Provider and Customer agree to calculate availability of the Cloud Service as the total number of Available Minutes minus the number of Downtime Minutes, divided by the total number of Available Minutes, measured in a calendar month. If the Subscription Period includes a partial month, the numerator and denominator will only include the days that are part of the Subscription Period for that month.

1.3 Scheduling Downtime.

If Provider does not notify Customer about Scheduled Downtime before the Maintenance Notification Time, that period of unavailability will not qualify as Scheduled Downtime and will count as Downtime Minutes. Provider may notify Customer about Scheduled Downtime by electronic means, including by email, on the Cloud Service, or on Provider’s website.

2.0 Remedies

2.1 Service Credit.

If Cloud Service availability falls below the Target Uptime, Customer is eligible to receive a Service Credit. Service Credits only apply towards future Cloud Service fees owed by Customer to Provider.

2.2 Requesting A Service Credit.

To receive a Service Credit, Customer must notify Provider within 7 days of the end of the month where Customer experienced Cloud Service unavailability, otherwise Service Credit eligibility will expire for that month. Customer must include information about when it was unable to access the Cloud Service and may be required to provide additional details about its attempts to access the Cloud Service. If Provider can verify Cloud Service unavailability in its internal monitoring systems and the disruption does not qualify as Excluded Minutes or Scheduled Downtime, Provider will calculate and issue the applicable Service Credit on Customer’s account to apply towards a future invoice.

2.3 Service Credit Limitations.

Service Credits may not be exchanged for, or converted to, monetary amounts. Service Credits do not earn interest. Service Credits will not accumulate within a single Subscription Period in an amount more than 1 months’ worth of Cloud Service fees. However, for Invoice Periods shorter than one year, Service Credits will not accumulate within an Invoice Period in an amount more than 5% of the Cloud Service fees in that Invoice Period.

2.4 Termination.

If the Cloud Service does not meet the Target Uptime for two (2) out of any three (3) consecutive months and Customer notified Provider of the failures within 7 days of the end of each impacted month, Customer may immediately terminate the affected Order Form by giving written notice to Provider. If Customer terminates an Order Form under this section, Provider will pay to Customer a prorated refund of prepaid fees for the remainder of the Subscription Period.

2.5 Exclusive Remedy.

This SLA describes Customer’s exclusive remedy and Provider’s entire liability for any failure of the Cloud Service to meet the Target Uptime.

3.0 Definitions

3.1 Available Minutes

“Available Minutes” means the total number of minutes in a calendar month, minus Excluded Minutes and Scheduled Downtime.

3.2 Downtime Minutes

“Downtime Minutes” means the total number of minutes in a calendar month when the Cloud Service is not available to Customer, as confirmed by Provider’s internal monitoring systems, minus Excluded Minutes and Scheduled Downtime.

3.3 Excluded Minutes

“Excluded Minutes” means when the Cloud Service is not available because of (a) a Force Majeure Event; (b) general Internet connectivity issues; (c) equipment or software made available by anyone other than Provider and that is not within Provider’s reasonable control; or (d) Customer’s use of the Cloud Service in a manner not authorized by the Agreement.

3.4 Scheduled Downtime

“Scheduled Downtime” means time periods that occur during the Maintenance Window where the Cloud Service is not available to Customer.