Service Level Objectives

1.0 Availability of Services

Supplier shall make the Software available 100% of the time, where the service is
accessible by the majority of “Client’s” Users, functioning substantially in accordance with any applicable
product manuals. Availability will be calculated per month, as follows:

[( (total – nonexcluded – excluded)/(total-excluded) )*100]≥ 100%


  • total means the total number of minutes in the month;
  • non-excluded means downtime that is not excluded; and
  • excluded means:
    • Planned downtime of which Supplier gives a minimum of two (2) weeks’ notice in accordance with the Agreement. Supplier will use commercially reasonable efforts to schedule all planned downtime during the weekend hours from 8:00 p.m. Friday, through 3:00 a.m. Monday.
    • Unavailability because Supplier has exercised its right to suspend Licensee’s access to the Hosting Services in accordance with the Agreement.
    • Unavailability caused by a malfunction or failure of “Client’s” or end user’s hardware, systems, other software, or Internet access service.
    • Unavailability caused by Force Majeure under the Agreement.
    • Emergency maintenance that affects “Client’s” end-user base during the window of Monday – Friday from 7am to 8pm.
  • Emergency Maintenance affects service that is so severe it requires immediate attention and cannot wait for 2-week scheduled maintenance, such as a critical security vulnerability. This is utilized only in extreme circumstances and will be utilized and scheduled with the best effort to not impact “Client’s” end-user base.

For any partial month during which “Client” subscribes to the services, availability will be calculated based on the entire calendar month, not just the portion for which “Client” subscribed. In addition, unavailability of some specific features or functions within the Software Service, while others remain available, will not constitute unavailability of the Software Service, so long as the unavailable features or functions are not, in the aggregate, material to the Software Service as a whole.