The Graphical Networks netTerrain SaaS Services will achieve System Availability (as defined below) of at least 99.9% during each calendar year of the Subscription Term. All other SaaS Services will achieve System Availability (as defined below) of at least 99% during each calendar year of the Subscription Term. “System Availability” means the number of minutes in a year that the key components of the SaaS Services are operational as a percentage of the total number of minutes in such year, excluding downtime resulting from (a) scheduled maintenance, (b) events of Force Majeure in the SaaS Agreement), (c) malicious attacks on the system, (d) issues associated with the Client’s computing devices, local area networks or internet service provider connections, or (e) inability to deliver services because of acts or omissions of Client or any netTerrain user. Provider reserves the right to take the Service offline for scheduled maintenance for which Client has been provided reasonable notice and Provider reserves the right to change its maintenance window upon prior notice to Client.
If Provider fails to meet System Availability in the month or the year, upon written request by Client (within 30 days after the monthly or annual billing period in question), Provider will issue a credit in Client’s next invoice in an amount equal to 1% of the yearly fee for the affected SaaS Services for each 1% loss of System Availability below stated SLA per SaaS Service, up to a maximum of the Client’s fee for the affected SaaS Services. If the yearly fee has been paid in advance, then at Client’s election Provider shall provide a credit to Client to be used for additional services or term extension. The remedy stated in this paragraph is Client’s sole and exclusive remedy for interruption of SaaS Services and Provider’s failure to meet System Availability.