UPTIME REQUIREMENT Sample Clauses

UPTIME REQUIREMENT a. Company will make commercially reasonable efforts to ensure that the Software Product will be Available at least 99.5% of the time ("Uptime Requirement") as measured over each calendar month during the Term. b. The following shall be excluded from any calculation to determine whether Company has complied with the Uptime Requirement: (i) Scheduled Maintenance; (ii) Downtime resulting from any acts or omissions by Customer that are not in accordance with the Terms and Conditions and Order Form, including without limitation, any negligence, willful misconduct or use of the Software Product in breach of the Terms and Conditions and Order Form; (iii) delays or outages caused by any third party platforms or services; (iv) any restrictions imposed by any such third party platforms or services; and (v) Downtime resulting from a force majeure, as set forth in Terms and Conditions.

UPTIME REQUIREMENT. During the five-year operation and maintenance period, other than allowable downtime for maintenance, vandalism, and natural disasters, charging equipment must be fully operational greater than 97 percent (97%) of the time on average, annually, as per § 680.116(b) of the Federal Rule. Uptime shall be self- monitored by Consultant and reported to LADOTD/LTRC if this requirement is not met. i. LADOTD/LTRC may notify Consultant if it has reason to believe the Uptime requirement is not being met and require Consultant to develop an action plan to bring the equipment back to working condition and improve system Uptime to the required level. Consultant shall implement the action plan. ii. Material or repeated non-compliance with the Uptime requirements may be considered an event of default. Notwithstanding anything to the contrary contained this Contract, if Consultant is in default of the Uptime requirement, LADOTD/LTRC may terminate this Contract.

UPTIME REQUIREMENT. Cadmium shall use commercially reasonable efforts to provide that uptime shall be no less than 99% within any full calendar month (the “Uptime Requirement”). Uptime is measured as time that the Platform is available without a critical outage outside of (1) regularly scheduled maintenance windows (2) unscheduled maintenance, if advance notice is provided as set forth below, (3) delays that are attributable to Client, to any external or third-party hardware, software, system or service, or any network or telecommunications factors on the Internet that are not within Cadmium’s reasonable control, or (4) any force majeure event. The scenarios described by (1)-(4) above shall be referred to herein as the “Permitted Outages”). Advanced notice of Maintenance shall be provided to Client, as needed, if maintenance occurs outside of the Cadmium’s regularly scheduled maintenance window between 10PM and 4AM nightly Eastern Time. CADMIUM provides a three-level call severity system.

UPTIME REQUIREMENT. Xxx will make commercially reasonable efforts to ensure that the Service will be Available at least 99.9% of the time (“Uptime Requirement”) as measured over each calendar month during the term of any Order Form. The following shall be excluded from any calculation to determine whether Xxx has complied with the Uptime Requirement: (i) Scheduled Maintenance; (ii) Downtime resulting from any acts or omissions by Customer or an Authorized User that are not in accordance with this Agreement, including without limitation, any negligence, willful misconduct or use of the Services or the Platform in breach of this Agreement; (iii) delays or outages caused by any Third- Party Services; (iv) any restrictions imposed by any such Third-Party Services; and (v) Downtime resulting from a force majeure, as set forth in Section 11.10 of the Agreement.

UPTIME REQUIREMENT. Cypher Learning will make commercially reasonable efforts to ensure that the Service will be Available at least 99.9% of the time (“Uptime Requirement”) as measured over each calendar month during the term of any Order Form. The following shall be excluded from any calculation to determine whether Cypher Learning has complied with the Uptime Requirement: (a) Scheduled Maintenance; (b) Downtime resulting from any acts or omissions by Customer or an Authorized User that are not in accordance with this Agreement, including without limitation, any negligence, willful misconduct or use of the Services or the Platform in breach of this Agreement; (c) delays or outages caused by any Third- Party Services; (d) any restrictions imposed by any such Third-Party Services; and (e) Downtime resulting from a force majeure, as set forth in Section 11.11 of the Agreement.

UPTIME REQUIREMENT. Cypher Learning will make commercially reasonable efforts to ensure that the Service will be Available at least 99.9% of the time (“Uptime Requirement”) as measured over each calendar month during the term of any Order Form. The following shall be excluded from any calculation to determine whether Cypher Learning has complied with the Uptime Requirement: (a) Scheduled Maintenance; (b) Downtime resulting from any acts or omissions by Customer or an Authorized User that are not in accordance with this Agreement, including without limitation, any negligence, willful misconduct or use of the Services or the Platform in breach of this Agreement; (c) delays or outages caused by any third-party services; (d) any restrictions imposed by any such third- party services; and (e) Downtime resulting from a force majeure, as set forth in Section 12.10 of the Agreement. Upon receiving a written report of Downtime, for each full hour of Downtime, Cypher Learning will credit Customer two percent (2%) of Customer’s monthly fee (prorated if an annual fee), up to fifty percent (50%) of Customer’s monthly fee for the affected Service. Customer agrees that the credit specified in this Exhibit A will be Customer’s sole and exclusive remedy for any Downtime.

UPTIME REQUIREMENT. March Networks will make commercially reasonable efforts to ensure that the Services will be Available at least 99.9% of the time (“Uptime Requirement”) as measured over each calendar month during the term of any Order. The following shall be excluded from any calculation to determine whether March Networks has complied with the Uptime Requirement: (a) Scheduled Maintenance; (b) Downtime resulting from any acts or omissions by Subscriber or an Authorized User; (c) delays or outages caused by failure of the internet or network infrastructure; (d) Downtime resulting from a force majeure event.