Common use of Availability Requirement Clause in Contracts

Availability Requirement. “Service Level Failure” means a material failure of the Services to meet the Availability Requirement. “Available" means the Services are available for access and use by Client and its Licensed Users over the Internet and operating in material accordance with the Specifications. For purposes of calculating the Availability Requirement, the following are “Exceptions” to the Availability Requirement, and neither the Services will be considered un- Available nor any Service Level Failure be deemed to occur in connection with any failure to meet the Availability Requirement or impaired ability of Client or its Licensed Users to access or use the Services that is due, in whole or in part, to any: (a) access to or use of the Services by Client or any Licensed User, or using Client’s or an Licensed User’s Access Credentials, that does not strictly comply with this Agreement and the Specifications; (b) Client Failure (as defined in Section 4(a) of the Agreement); (c) Client’s or its Licensed User’s Internet connectivity; (d) Force Majeure event; failure, interruption, outage, or other problem with any software, hardware, system, network, facility, or other matter not supplied by Provider pursuant to this Agreement; (f) Scheduled Downtime; or (g) disabling, suspension, or termination of the Services pursuant to Section 11 of the Agreement. Provider is not responsible or liable for any delay or failure of performance caused in whole or in part by Client’s delay in performing, or failure to perform, any of its obligations under this Agreement (each, a “Client Failure”).

Availability Requirement. “Service Level Failure” means a material failure of the Services to meet the Availability Requirement. “Available"" means the Services are available for access and use by Client and its Licensed Users over the Internet and operating in material accordance with the Specifications. For purposes of calculating the Availability Requirement, the following are “Exceptions” to the Availability Requirement, and neither the Services will be considered un- Available nor any Service Level Failure be deemed to occur in connection with any failure to meet the Availability Requirement or impaired ability of Client or its Licensed Users to access or use the Services that is due, in whole or in part, to any: (a) access to or use of the Services by Client or any Licensed User, or using Client’s 's or an Licensed User’s 's Access Credentials, that does not strictly comply with this Agreement and the Specifications; (b) Client Failure (as defined in Section 4(a) of the Agreement); (c) Client’s 's or its Licensed User’s 's Internet connectivity; (d) Force Majeure event; failure, interruption, outage, or other problem with any software, hardware, system, network, facility, or other matter not supplied by Provider pursuant to this Agreement; (f) Scheduled Downtime; or (g) disabling, suspension, or termination of the Services pursuant to Section 11 of the Agreement. Provider is not responsible or liable for any delay or failure of performance caused in whole or in part by Client’s 's delay in performing, or failure to perform, any of its obligations under this Agreement (each, a “Client Failure”). 2.