Any capitalized terms used in these Service Level Terms without definition shall have the meanings assigned to them in the Re-Leased Master Subscription Agreement.
i. “Maintenance Windows” are periods of time during which Re-Leased may perform system maintenance that impacts the responsiveness or availability of Services. Re-Leased will use best efforts to schedule Maintenance Windows outside of regular business hours and not exceed three hours.
ii. “Permitted Downtime” means: (i) interruption of the Services during a Maintenance Window; (ii) outages or disruptions caused by the Customer; (iii) outages caused by software or hardware not provided and controlled by Re-Leased; (iv) suspension of Services due to failure of Customer to timely pay fees; or (v) outages or disruptions attributable in whole or in part to events beyond Re-Leased’s reasonable control, such as a Force Majeure Event, and failures of the public internet or of Customer’s telecommunications and internet service providers. Customer is not entitled to a Service Credit for downtime or outages resulting from Permitted Downtime.
iii. “Unavailability” means that Services are unavailable to the Customer for any reason other than Permitted Downtime.
B. Service Availability
Re-Leased shall use commercially reasonable efforts to cause the Services to be available 99% of the time, measured monthly, excluding Permitted Downtime.
C. Service Credits; Remedy
Customer’s sole and exclusive remedy, and Re-Leased’s entire liability, in connection with Service availability shall be that for each month the Unavailability exceeds 1%, Re-Leased will credit Customer 2% of the annual Fees applicable to that month on a pro-rata basis (“Service Credits”). Customer must request Service Credits by notifying Re-Leased in writing within 24 hours from the time of Unavailability. Failure to provide such notice will forfeit the right to receive Service Credits. Service Credits may not be redeemed for cash and shall not be cumulative beyond a single Service Credit in a given calendar month. Re-Leased will apply Service Credits to the next invoice delivered to the Customer.