1.1 Target Uptime. will use commercially reasonable efforts to make the Cloud Service available for at least the as calculated each calendar month.
1.2 Uptime Calculation. and 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 includes a partial month, the numerator and denominator will only include the days that are part of the for that month.
1.3 Scheduling Downtime. If does not notify about Scheduled Downtime before the , that period of unavailability will not qualify as Scheduled Downtime and will count as Downtime Minutes. may notify about Scheduled Downtime by electronic means, including by email, on the Cloud Service, or on website.
2.1 Service Credit. If Cloud Service availability falls below the , is eligible to receive a . only apply towards future Cloud Service fees owed by to .
2.2 Requesting A Service Credit. To receive a , must notify within 7 days of the end of the month where experienced Cloud Service unavailability, otherwise eligibility will expire for that month. 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 can verify Cloud Service unavailability in its internal monitoring systems and the disruption does not qualify as Excluded Minutes or Scheduled Downtime, will calculate and issue the applicable on account to apply towards a future invoice.
2.3 Service Credit Limitations. may not be exchanged for, or converted to, monetary amounts. do not earn interest. will not accumulate within a single in an amount more than 1 months’ worth of Cloud Service fees. However, for shorter than one year, will not accumulate within an in an amount more than 5% of the Cloud Service fees in that .
2.4 Termination. If the Cloud Service does not meet the for two (2) out of any three (3) consecutive months and notified of the failures within 7 days of the end of each impacted month, may immediately terminate the affected Order Form by giving written notice to . If terminates an Order Form under this section, will pay to a prorated refund of prepaid fees for the remainder of the .
2.5 Exclusive Remedy. This SLA describes exclusive remedy and entire liability for any failure of the Cloud Service to meet the .
“Available Minutes” means the total number of minutes in a calendar month, minus Excluded Minutes and Scheduled Downtime.
“Downtime Minutes” means the total number of minutes in a calendar month when the Cloud Service is not available to Customer, as confirmed byinternal monitoring systems, minus Excluded Minutes and Scheduled Downtime.
“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 thanand that is not within reasonable control; or (d) use of the Cloud Service in a manner not authorized by the Agreement.
“Scheduled Downtime” means time periods that occur during thewhere the Cloud Service is not available to .
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Service Level Agreement
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