- Agreement. These Service Levels (“Service Levels“) are referenced in the Service Subscription Agreement (“Agreement“) entered into between Company and Customer. All capitalized terms used but not defined in these Service Levels will have the meanings ascribed to such terms in the Agreement.
- Availability. For the duration of the Agreement, Company will use commercially reasonable efforts to ensure that the Service is available for access and use in accordance with the Agreement at an annual Uptime Percentage (defined below) of at least 99.0%, as measured over a one (1) year Subscription Term.
- Definitions. All capitalized terms used in these Service Levels without definition shall have the meaning ascribed to them in Subscription Agreement. In addition, the following definitions shall apply to these Service Levels:
- “Downtime” means the total time within a Measured Period during which the Service is inoperable or inaccessible.
- “Measured Period” means the total number of minutes in the applicable one (1) year Subscription Term.
- “Scheduled Downtime” means any Downtime (a) of which Customer is notified at least three (3) days in advance, or (b) during a standard maintenance window, as published by Company from time to time. In either of the foregoing two situations, Company will use commercially reasonable efforts to ensure that the Scheduled Downtime falls between the hours of Thursday 00:00 and Sunday 07:00 Israel time.
- “Uptime” means the total period in minutes during which the Service is available for access and use during a Measured Period.
- “Uptime Percentage” means Uptime expressed as a percentage, calculated in accordance with the following formula:
Uptime Percentage = X / (Y – Z) × 100
Where:
| X | = | Uptime | |
| Y | = | Measured Period | |
| Z | = | The duration (in minutes) of any Exclusions during the applicable
Measured Period |
|
- Exclusions.
-
- Company’s obligations hereunder are based on and subject to the Customer: (i) complying with the terms and conditions of the Agreement, including these Service Levels; (ii) complying with Company’s instructions, if any, for performing any corrective action; and (iii) maintaining the connectivity to the Internet, as well as creating and maintaining firewall definitions and opening required ports that permit access to the Service.
The following shall not be considered within the calculation of Uptime: (i) Scheduled Downtime; (ii) backups of the Service; (iii) Service unavailability that is attributable to: (a) causes beyond Company’s reasonable control, such as a force majeure event, or the performance of any third party hosting provider or communications or internet service provider; (b) Customer’s failure to perform any obligation under the Agreement that affects the performance of the Service; (c) any actions or omissions of the Customer or any third party acting on its behalf; and/or (d) Customer’s or any third party’s equipment or software; (iv) Service unavailability caused by the suspension and termination of Customer’s right to use the Service in accordance with the Agreement; and (v) separate instances of Service unavailability of less than 5 (five) minutes duration each (collectively, “Exclusions“).