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.
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Sources: License Agreement, License Agreement