During the Initial Term and any subsequent Renewal Terms, the Platform will be operational and available to Client at least 99.5% of the time in any calendar month (the "Performance Commitment"). If Namely does not meet the Performance Commitment, and if Client meets its obligations under this SLA, Client will be eligible to receive the Service Credit defined below. This SLA sets forth Client's sole and exclusive remedy for any failure by Namely to meet the Performance Commitment.
1. Definitions.The following definitions shall apply to the Performance Commitment.
Monthly Uptime Percentage Credit of the Monthly pro rata share of the Subscription Fee
|99.5% or higher||None|
|98.0% to 99.49%||10%|
|95.0% to 97.99%||20%|
2. Client Must Request Service Credit. In order to receive the applicable Service Credit described above, Client must notify Namely within ten (10) days from the time Client becomes eligible to receive such Service Credit.
3. Maximum Service Credit. The aggregate maximum number of Service Credits to be issued by Namely to Client for any and all Downtime that occurs in a single calendar month shall not exceed thirty percent (30%) of the monthly pro-rata share of the quarterly Subscription Fee.
4. Namely Performance Commitment Exclusions. The Performance Commitment does not apply to (a) Downtime related to scheduled maintenance; (b) Downtime related to any matter constituting force majeure; (c) Downtime resulting from acts by Client other than in accordance with the Terms, including but not limited to any negligence, willful misconduct, or use of the Platform in breach of the Terms; and (d) Downtime resulting from data or transmission quality issues outside of Namely reasonable control. Namely at its sole discretion may plan scheduled maintenance which will be communicated by email or via the Platform to Client at least twenty-four (24) hours in advance with notice of how many hours of Downtime is expected. The time and day of the scheduled maintenance may be changed at the sole discretion of Namely subject to the minimum notice specified in the prior sentence.
5. Termination. In the event that Namely materially breaches this Agreement by not meeting the Performance Commitment in any three (3) months in a twelve (12) month period, Client may terminate these Terms and any related Order Form upon fifteen (15) days prior written notice to Namely.