- Target Availability. Zea will use commercially reasonable efforts to make the Software available with an uptime of 99.99% of each calendar month ("Target Availability").
- Exclusions. The calculation of uptime will not include unavailability to the extent due to: (a) use of the Software by Client in a manner not authorized in this Agreement or the Knowledge Base; (b) general Internet problems, force majeure events or other factors outside of Zea’s reasonable control; (c) Client’s equipment, software, network connections or other infrastructure; (d) third party systems, acts or omissions; or (e) Scheduled Maintenance or reasonable emergency maintenance.
- Scheduled Maintenance. "Scheduled Maintenance" means Zea’s scheduled routine maintenance of the Software for which Zea expects a service interruption and notifies Client at least seven (7) days in advance. Scheduled Maintenance will not exceed eight (8) hours per month. Zea typically performs Scheduled Maintenance twice per month during off-peak hours.
- Remedy for Failure to Meet Target Availability. If there is a verified failure of the Software to meet Target Availability in two (2) consecutive months, then Client may terminate the applicable Term by sending written notice of termination within thirty (30) days after the end of the second such month, in which case Zea will refund to Client any SaaS Fees Client has pre-paid for use of such Software for the terminated portion of the applicable Term. This termination and refund right is Clientès sole and exclusive remedy, and Zea’s sole and exclusive liability, for Zea’s failure to meet the Target Availability.