Common use of Exceptions to Uptime Clause in Contracts

Exceptions to Uptime. The following (each, an “Exception”) shall each suspend TeamDynamix’s Uptime guarantee while in effect and shall not be considered a breach of TeamDynamix’s Uptime guarantee: i. scheduled maintenance, scheduled upgrades, and emergency patches, so long as such scheduled maintenance, scheduled upgrades, and emergency patches occur outside of business hours and with notice to Client; ii. a failure or malfunction resulting from scripts, data, applications, equipment, or services provided and/or performed by Client; iii. outages initiated by TeamDynamix or its third party providers at the request or direction of Client for maintenance, back up, or other purposes; iv. outages occurring as a result of any actions or omissions taken by TeamDynamix or its third party providers at the request or direction of Client; v. outages resulting in failure, interruption or other problem with any software, hardware, system network, facility, or other item not supplied by TeamDynamix; vi. events resulting from an interruption or shut down of the services due to circumstances reasonably believed by TeamDynamix to be a significant threat to the normal operation of the Service, the facility from which the Service is provided, or access to or integrity of Client data (e.g., a hacker or a virus attack); vii. outages due to system administration, commands, file transfers performed by Client representatives; viii. other activities Client directs, denial of service attacks, and internet connectivity failures; ix. Force Majeure Events; x. Client’s negligence or breach of its material obligations under the Agreement; and xi. a lack of availability or untimely response time of Client to respond to incidents that require its participation for source identification and/or resolution. Exhibit C – Professional Services

Exceptions to Uptime. The following (each, an “Exception”) shall each suspend TeamDynamix’s Uptime guarantee while in effect and shall not be considered a breach of TeamDynamix’s Uptime guarantee: i. scheduled maintenance, scheduled upgrades, and emergency patches, so long as such scheduled maintenance, scheduled upgrades, and emergency patches occur outside of business hours and with notice to Client; ii. a failure or malfunction resulting from resultingfrom scripts, data, ,applications, ,equipment, or services provided servicesprovided and/or performed by Client; iii. outages initiated by TeamDynamix or its third party providers at the request or direction of Client for maintenance, back up, or other purposes; iv. outages occurring as a result of any actions or omissions taken by TeamDynamix or its third party providers at the request or direction of Client; v. outages resulting in resultingin failure, interruption or other problem with any softwareanysoftware, hardware, system network, facility, or other item not supplied by TeamDynamix; vi. v. events resulting from an interruption or shut down of the services due to circumstances reasonably believed by TeamDynamix to be a significant threat to the normal operation of the Service, the facility from which the Service is provided, or access to or integrity of integrityof Client data (e.g., a hacker or a virus attack); viivi. outages due to system administration, commands, file transfers performed by Client representatives; viiivii. other activities Client directs, denial of service attacks, and internet connectivity failures; ixviii. Force Majeure Events; x. ix. Client’s negligence or breach of its material obligations under the Agreement; and xi. x. a lack of availability or untimely response time of Client to respond to incidents that require its participation for source identification and/or resolution. Exhibit C – Professional Services

Exceptions to Uptime. The following (each, an “Exception”) shall each suspend TeamDynamix’s Uptime guarantee while in effect and shall not be considered a breach of TeamDynamix’s Uptime guarantee: i. scheduled maintenance, scheduled upgrades, and emergency patches, so long as such scheduled maintenance, scheduled upgrades, and emergency patches occur outside of business hours and with notice to Client; ii. a failure or malfunction resulting from scripts, data, applications, equipment, or services provided and/or performed by Client; iii. outages initiated by TeamDynamix or its third party providers at the request or direction of Client for maintenance, back up, or other purposes; iv. outages occurring as a result of any actions or omissions taken by TeamDynamix or its third party providers at the request or direction of Client; v. outages resulting in failure, interruption or other problem with any software, hardware, system network, facility, or other item not supplied by TeamDynamix; vi. v. events resulting from an interruption or shut down of the services due to circumstances reasonably believed by TeamDynamix to be a significant threat to the normal operation of the Service, the facility from which the Service is provided, or access to or integrity of Client data (e.g., a hacker or a virus attack); viivi. outages due to system administration, commands, file transfers performed by Client representatives; viiivii. other activities Client directs, denial of service attacks, and internet connectivity failures; ixviii. Force Majeure Events; x. ix. Client’s negligence or breach of its material obligations under the Agreement; and xi. x. a lack of availability or untimely response time of Client to respond to incidents that require its participation for source identification and/or resolution. Exhibit C – Professional Services