Uptime Commitment.

“Monthly Uptime Percentage” means the total number of minutes in a calendar month, minus the number of minutes of Downtime suffered in a month, divided by the total number of minutes in a month.
Downtime is the total number of minutes SysAid was unavailable during a calendar month.
SysAid monitors unavailability using proprietary software and other internal tools.
It is understood that downtime excludes issues related to external apps or third parties; any products or features identified as pilot, pre-release, beta or similar; hardware and software maintenance downtime, and external network or equipment problems outside of SysAid’s reasonable control, including communication issues between Your endpoints and systems and SysAid’s servers; and Scheduled Downtime for maintenance.

If Scheduled Downtime is necessary, SysAid will provide You with at least five days’ advance notice.
In a year, Scheduled Downtime will not exceed 9 hours.

Failure to Achieve Uptime Commitment.

1. In the event that SysAid does not meet Servers Uptime Commitment, You will be eligible to request compensation for times when Our Servers were not reachable for reasons other than Admissible Downtime, which may include hardware or software maintenance downtime or situations beyond Our reasonable control (“Failure Downtime“).
   The compensation will be a credit for 2 times (200%) the actual amount of Failure Downtime, to be used only in the following Term (“Downtime Credit“).
   When applicable under this Agreement, Downtime Credit conversion ratio into cash will be calculated as follows: accumulated Downtime Credit divided by the total amount of minutes per year (525,600) times the Annual Fee paid for the current Term (“Downtime Cash Equivalent“).
   Notwithstanding the above, the Maximum amount of Downtime Credit permitted to be accumulated under this Agreement may not exceed, such amount that if converted into Downtime Cash Equivalent would be equal to Your Annual Fee divided into twelve (12).

2. You will receive the above Downtime Credit only in the event that Our Servers shall undergo an aggregated monthly Failure Downtime for a period of more than 40 minutes.
   For example, if SysAid does not comply with Servers Uptime Commitment for 50 minutes, You will receive 100 minutes of Downtime Credit to be used in the following Term. However, if SysAid does not comply with Servers Uptime Commitment only for 40 minutes, You will not receive any Downtime Credit or any other type of compensation.

3. All requests for Downtime Credit compensation must be received within 5 business days of the Failure Downtime event in question, or otherwise such event shall not entitle You for Downtime Credit.

   SysAid, in its sole and exclusive discretion, shall decide whether a certain downtime event is an Admissible Downtime or Failure Downtime.

4. In its interest in keeping our current and historical Uptime as transparent as possible, please view https://status.sysaid.com/ or contact your Customer Success contact.