MindTickle will use commercially reasonable efforts to make the SaaS Services available with a Monthly Uptime Percentage (defined below) of at least 99.5% (the “Service Commitment”).
- “Excluded Unavailable” means the SaaS Services are Unavailable during any period in which Subscriber is in breach of the Agreement or: (i) that is due to any suspension or termination provided in the Agreement; (ii) that is caused by factors outside of our reasonable control, including any force majeure event or Internet access or related problems beyond the demarcation point of MindTickle platform; (iii) that result from any actions or inactions of you or any third party, including failure to acknowledge a recovery; (iv) that result from your equipment, software or other technology and/or third party equipment, software or other technology (other than third party equipment within our direct control); (v) that are no more than ten (10) minutes in duration, provided only one (1) such event shall be “Excluded Unavailable” on any given day; (vi) that result from any Planned Downtime; or (vii) that result from failure of Amazon Web Services on which the SaaS Services are hosted.
- “Monthly Uptime Percentage” is calculated by subtracting from 100% the percentage of hours during the month in which MindTickle SaaS Services were “Nonexcluded Unavailable”.
- “Nonexcluded Unavailable” means, with respect to a particular period, Unavailable less Excluded Unavailable.
- “Planned Downtime” means any planned downtime of which MindTickle gives Subscriber at least twenty-four (24) hours’ prior notice (vie e-mail to the account representative or via a conspicuous on-screen message in the SaaS Service). MindTickle will use commercially reasonable efforts to schedule all planned downtime during the hours, U.S. Pacific Time 7:00 p.m. Friday to Saturday 8:00 a.m. and 7:00 p.m. Saturday to Sunday 8:00 a.m. and 7:00 p.m. Sunday to 3:00 a.m. Monday, U.S. Pacific Time, and if not possible during the foregoing times, planned downtime will be 11:00 p.m. to 5:00 a.m. other days, except downtime for major SaaS Service releases and maintenance, which MindTickle will use commercially reasonable efforts to schedule during the hours from 6:30 p.m. Friday to 3:00 a.m. Monday, U.S. Pacific Time. MindTickle will use commercially reasonable efforts to limit the number of major Service releases to twelve (12) annually. In no event shall planned downtime exceed thirty-six (36) hours in any calendar quarter.
- “Unavailable” means the SaaS Services were not available to Subscriber in material conformity with the specifications thereof and terms of the Agreement.