(a) Availability. The Software will be available for use pursuant to the Agreement 99% of the time over the course of each calendar month (“Uptime”), subject to the following exceptions: (i) Routine Maintenance and Urgent Maintenance (both as defined below); (ii) the negligence, acts or omissions of Customer, Customer’s customers, or Customer’s employees, contractors or agents; (iii) the failure or malfunction of equipment, applications or systems not controlled by SEED; (iv) any third party or public network or systems unavailability, including SEED’s cloud service provider; (v) circumstances or causes beyond the control of SEED, including, without limitation, events of force majeure; or (vi) breach of the Agreement by Customer, Customer’s customers or Customer’s employees, contractors or agents, including any failure to provide any data, input, resources or items.
(b) Maintenance. Except for Urgent Maintenance (defined herein), all routine maintenance on the Software will be conducted within a scheduled maintenance window not to exceed [ten] hours per week (“Routine Maintenance”). Routine Maintenance ordinarily will not cause an interruption of the Software, but it may increase the risk of such an interruption. If SEED anticipates an interruption of the Software from Routine Maintenance, or if Routine Maintenance is required outside of the regularly scheduled maintenance window, SEED shall notify Customer via e-mail no less than two business days in advance of planned Routine Maintenance. SEED shall make commercially reasonable efforts to schedule Routine Maintenance during times that would have the least potential impact on its customers. In the case of urgent maintenance where SEED determines that immediate maintenance is required (“Urgent Maintenance”), SEED may undertake such Urgent Maintenance at any time and for any period of time deemed necessary and shall provide notice to Customer as soon as is commercially practicable under the circumstances.
(a) Remedy. If SEED fails to achieve the Uptime commitments set forth above in Section 1 of this SLA for forty-eight (48) consecutive hours, SEED will provide a service credit to Customer’s account equal to one percent (1%) of Customer’s monthly service charges for the affected Software, not to exceed $500. THE FOREGOING SETS FORTH CUSTOMER’S SOLE AND EXCLUSIVE REMEDY, AND SEED’S SOLE AND EXCLUSIVE OBLIGATION, FOR ANY FAILURE TO MEET THE UPTIME REQUIREMENTS UNDER THIS SLA AND/OR ANY SERVICE INTERRUPTIONS AND/OR SERVICE DEFICIENCIES OF ANY KIND WHATSOEVER.
(b) Service Credit Exclusions. Service credits will not be available to Customer in cases where: (1) the Software are unavailable as a result of (a) the acts or omissions of Customer, Customer’s customers, or Customer’s employees, contractors or agents, (b) the failure, malfunction, or limitation of throughput of equipment, network, software, applications or systems not owned or directly controlled by SEED, including SEED’s cloud service provider, (c) circumstances or causes beyond the control of SEED, including, without limitation, events of force majeure and third-party attacks on the SEED network (such as ping and denial of service attacks), (d) updates and patching of computer systems and programs in accordance with SEED’s standard schedule, (e) Routine Maintenance, or (f) Urgent Maintenance; or (2) Customer is not in compliance with the Agreement.
(a) Billing Information. Customer agrees to pay the monthly applicable service level fee to SEED in accordance with Section 4 of the Terms (Payment of Fees). This SLA does not apply if Customer’s account is past due.
(b) Timing. This SLA will commence on the date that online access to the Software is provided and continue until the earlier of: (i) the termination of the Agreement (in accordance with the terms and conditions thereof), or (ii) termination of the Software for this SLA as set forth herein. Service credits not requested within 30 days of the event giving rise to the credit are waived.
