Common use of Online Access Clause in Contracts

Online Access. Provider will use commercially reasonable efforts to cause the System to be accessible to Authorized Users 99.5% of the time, measured monthly and excluding scheduled maintenance, required repairs and inaccessibility due to any circumstance described in Section 11.5. If Customer requests maintenance, any uptime or downtime calculation will exclude periods affected by such maintenance. In the event of any failure of Customer to have access to the System 99.5% of the time during any month, Customer shall be entitled to a credit for each period of inaccessibility equaling 30 minutes in any month (“Downtime Period”) equal to 1% of the fees payable for such month (“Service Credit”). A Downtime Period shall begin to accrue as soon as Customer (with notice to Provider) recognizes that Downtime is taking place and shall continue until the accessibility of the System is restored. In order to receive the Service Credit, Customer must notify Provider in writing within ten (10) business days from the time of any Downtime Period and specify the length of such downtime. Failure to provide such notice will forfeit the right to receive Service Credit. Service Credits will be applied toward the Fees for the next renewal period and cumulatively may not exceed 20% of the Fees for that period. The foregoing Service Credits shall be Customer’s sole and exclusive remedy with respect to inaccessibility of the System.