1) Service Level Standards. Bridgeline will at all times during the term of the Agreement maintain the following service levels for the SaaS offerings (collectively, the “Service Levels”).
a) System Availability Service Level. Bridgeline will provide 99.9% System Availability over one-month periods, excluding any System Maintenance or Force Majeure Events (as defined below) that result in the System not being available to any Customer user, as measured and monitored from Bridgeline’s facilities. System Availability will be calculated on a monthly basis using the following formula: [(Actual Availability divided by Total Scheduled Availability) multiplied by 100%]. The following definitions will apply with respect to the calculation of Service Availability:
2) “Actual Availability” means Total Scheduled Availability minus Downtime, in minutes.
3) “Downtime” means the time (in minutes) that users of the System are not able to (a) access the System, (b) perform ordinary functions to use or receive the SaaS platform in accordance with Specifications, or (c) utilize the System and SaaS offerings for normal business operations due to failure malfunction or delay. Downtime does not include any unavailability of the System due to System Maintenance or a failure or defect arising out of a Force Majeure Event.
4) “Force Majeure Event” means any failure or delay caused by or the result of causes beyond the reasonable control of a party which could not have been avoided or corrected through the exercise of reasonable diligence, including, but not limited to, acts of God, fire, flood, hurricane or other natural catastrophe, terrorist actions, laws, orders, regulations, directions or actions of governmental authorities having jurisdiction over the subject matter hereof, or any civil or military authority, national emergency, insurrection, riot or war, or other similar occurrence.
5) “System” means the software and other technology of Bridgeline that Customer may be required or have the option to use in order to access, use and receive SaaS offerings, including related documentation.
6) “System Maintenance” means time (in minutes) that the System is not accessible to Customer due to maintenance of the System, including for maintenance and upgrading of the software and hardware used by Bridgeline to provide the SaaS offerings. System Maintenance includes Scheduled Maintenance and Unscheduled, Emergency Maintenance. Bridgeline’s Scheduled Maintenance will occur each calendar week from 11:00 pm ET Saturday to 2:00 am ET Sunday. Notwithstanding the foregoing, Customer agrees and acknowledges that Bridgeline may in its discretion change the times for Scheduled Maintenance by providing Customer with at least 72 hours notice. For Unscheduled Emergency Maintenance, Bridgeline will provide Customer at least sixty minutes’ advance written notice. Bridgeline will provide such notice to Customer by email to an address provided by Customer. Any time during which the System is unavailable to Customer due to maintenance or other activity by Bridgeline, for which Bridgeline fails to give notice which exceeds the permitted time allotment, or which occurs outside of the foregoing permitted hours, will be included in the calculation of Downtime.
7) “Total Scheduled Availability” means 7 days per week, 24 hours per day, excluding System Maintenance, in minutes.
8) Backups. Bridgeline shall perform nightly EBS snapshots of the data located in the Applications servers and database server used in the performance of the SaaS offerings (the “Applications Data”). Bridgeline will maintain daily backups for ninety (90) days on a rolling basis.
9) Reporting. During the term of the Agreement, Bridgeline will, upon Customer’s request (which made be made by email), provide reports to Customer that include Bridgeline’s performance with respect to the Service Levels and such other metrics as reasonably requested by Customer from time-to-time.