Cloud Services Availability. Mirakl agrees to ensure the availability of the Production Environment of the Cloud Services 99.5% of the time, as calculated below (hereinafter the "Service Availability"). Unless otherwise agreed by the Parties, Maintenance Operations shall be carried out between midnight and 9:00am (based on the data center location). Except in the case of an emergency Maintenance Operation, Mirakl shall make its best efforts to notify Customer in writing at least forty-eight (48) hours in advance of an upcoming Maintenance Operation. The Service Availability percentage is calculated as follows: Service Availability percentage = [(Total Number of Minutes in the Month - Maintenance Operations Window - Downtime) / (Total Number of Minutes in the Month - Maintenance Operations Window)] x 100. In the event of a failure by Mirakl to meet the Service Availability, the Parties agree to meet to discuss in good faith the actions to be taken in order to correct the Service Availability problem. Mirakl shall also provide an invoice credit to Customer in accordance with the following table, upon Customer’s written request: - Second consecutive month of Service Availability not being met: ten percent (10%) credit. - Third consecutive month of Service Availability not being met: twenty percent (20%) credit. - Fourth consecutive month of Service Availability not being met: thirty percent (30%) credit. - Fifth consecutive month of Service Availability not being met: forty percent (40%) credit. - Sixth consecutive month or more of Service Availability not being met: fifty percent (50%) credit. The credit is calculated based on the Subscription Fees paid by Customer for the Cloud Services for the month affected by the downtime period and is applied to the next invoice. The issuance of the credit is final and constitutes Customer’s sole and exclusive remedy and Mirakl’s sole liability for any failure by Mirakl to meet the Service Availability.
Cloud Services Availability. The Cloud Services will be available 99.9% of the time, measured on a calendar-monthly basis, subject to the exclusions noted below. Exclusions The calculation of Uptime specifically excludes any downtime due to the exclusions listed below. Scheduled Maintenance, Repair or Upgrade (“Scheduled Maintenance”): As with all cloud- based services, Scheduled Maintenance will be required from time to time. When such Scheduled Maintenance is required, Catalogic Software, Inc. (“Catalogic”) will notify Customer at least seven (7) days in advance, unless such notice is not possible, in which case, Catalogic will provide as much notice as is commercially and reasonably possible. Unscheduled Maintenance, Repair or Upgrade (“Unscheduled Maintenance”): Unscheduled Maintenance may be required to address issues that are critical for performance of the Cloud Services or otherwise critical for Customer(s). When Unscheduled Maintenance is performed, Catalogic will make commercially reasonable efforts to notify Customer prior to the Unscheduled Maintenance.
Cloud Services Availability. The Cloud Services will be available 24 hours per day, 7 days per week, excluding any scheduled maintenance as described below.
