Subject to the terms of the scope of the Validis contract and Hours of Operation, DataShare Services will
- Have 99% availability in any calendar month during the Hours of Operation.
The availability of the Validis Services for a given month will be calculated according to the following formula (referred to herein as the “Availability”):
- Where: Total minutes in the month= TMM; Total minutes in month Unavailable = TMU; and: Availability = ((TMM-TMU) x 100)/TMM.
For purposes of this calculation, the Services will be deemed to be unavailable to the extent our hosted solution will not accept connections. The Services will not be deemed unavailable for any downtime or outages excluded from such calculation by reason of the exceptions set forth below in this Schedule and elsewhere in this Agreement. Validis’ records and data will be the sole basis for all Service Level calculations and determinations
Exceptions to Service Availability
The Services will not be considered to be unavailable for any outage that results from any maintenance performed by Validis
- Of which the Licensee is notified at least 24 hours in advance;
- During the Licensee’s implementation period;
- During the Licensee’s then-current standard maintenance windows (collectively referred to herein as “Scheduled Maintenance”);
- As a result of the Licensee’s request outside of the normally scheduled maintenance.
The Services will not be considered unavailable for any outage due to
- The Licensee's data or application programming, acts or omissions of the Licensee or its agents, failures of equipment or facilities provided by the Licensee, network unavailability or bandwidth limitations outside of the Validis network;
- Issues arising from bugs or other problems in the Accounting software or Validis’ cloud hosting provider;
- Force majeure events.
In the event of a failure of our primary cloud region we will fail over to a secondary cloud region within the same region as the Licensee within 24 hours.