Subscription Service Levels

1. General Subscription Service Performance Criteria.

1.1 Supplier shall provide uninterrupted access to the Software twenty-four (24) hours a day, seven (7) days a week throughout Subscription Term, excluding Downtime as defined in Section 1.2 herein (“Availability”).

1.2 Customer agrees that from time to time, the Software may be inaccessible or inoperable for various reasons, including (i) periodic maintenance procedures or repairs by Supplier (but only during the hours of 10 pm to 5 am, US Central time, except in circumstances where an immediate fix is required to resolve an issue) or (ii) causes beyond the control of Supplier, including interruption or failure of telecommunication or digital transmission links, hostile network attacks or network congestion (collectively termed “Downtime”). Supplier shall use commercially reasonable efforts to minimize any disruption, inaccessibility and/or inoperability of the services in connection with Downtime.

2. Notification. Supplier will use commercially reasonable efforts to inform Customer via telephone or e-mail in the event of Downtime. Supplier also will use commercially reasonable efforts to provide subsequent notice to Customer when the Downtime has been resolved.