- SaaS Site. The website hosted by Flexera through which Licensee may access Cloud Software and SaaS is referred to as the “SaaS Site”.
- Third-Party Contractors. Flexera may retain third party contractors to provide facilities, equipment and/or services for which Flexera is responsible, provided Flexera will be solely responsible to Licensee for such contractors’ performance and their compliance with any applicable provisions of the Agreement, including but not limited to confidentiality provisions.
- Access. Each party will adopt precautions in accordance with recognized industry standards, including but not limited to password protection, to prevent access to the SaaS Site by parties other than Flexera, Licensee, and Licensee’s authorized end users.
- Backup and Restoration. Flexera will provide full and incremental backups. Backups will normally be performed seven (7) days per week. The copies of backups will be stored off-site in a secure facility. Upon termination or expiration of a Cloud Software or SaaS subscription, Flexera will retain Licensee’s data in the active SaaS Site for ninety (90) days after such expiration or termination of the subscription and Licensee will have access to a limited SaaS Site for the sole purpose of accessing such data for up to ninety (90) days after expiration of its Subscription Period. After such ninety (90) day period, Licensee’s access to the limited SaaS Site will expire and Flexera will delete Licensee’s data from the SaaS Site; provided, however, that any prior backups that have been performed for disaster recovery or failover will not be deleted until such backup is overwritten by other data or destroyed in accordance with Flexera’s record retention policy.
- System Monitoring. Flexera will monitor the performance characteristics of system and network components in real-time. Flexera will perform system-level polling of the hardware, operating system and applications of each server to identify abnormal system-level conditions. Flexera will perform network-level monitoring on the hardware interface of each component of the equipment necessary to the network component of the SaaS Site.
- Monthly Uptime.
- 6.1. “Monthly Uptime” means the amount of time in any given month that Licensee is able to access the SaaS Site, as a percentage of the total amount of time in such month, excluding Excused Outages.
- 6.2. “Monthly Fee” means the amount of the recurring license fee paid by Licensee under the Agreement that is allocable to one (1) month (but excluding implementation, configuration, professional, or other services or nonrecurring fees).
- 6.3. Flexera will maintain systems and controls designed to maximize Monthly Uptime, minimize unscheduled outages, and enable prompt notification in the event of any unscheduled outage. Flexera will credit to Licensee the percentage specified below of the total Monthly Fee paid by Licensee to Flexera, for any calendar month in which Monthly Uptime for the month falls within the range specified below. In order to receive a credit, Licensee must request such credit in writing within thirty (30) days of the end of the month for which it seeks a credit.
Monthly Uptime % % Monthly Fee Credited 99.50% - 100% 0% 97.5% - 99.49% 5% 95% -97.49% 10% Less than 95% 15%
- 6.4. If Monthly Uptime falls below 99.5% for any three (3) consecutive months, or falls below 95% in any single month, Licensee may, within thirty (30) days of the end of the month giving rise to this termination right, terminate the subscription related to the failed Monthly Uptime commitment upon written notice to Flexera.
- 6.5. The remedies in this Section are the sole and exclusive remedies available to Licensee for any failure by Flexera to maintain the required Monthly Uptime. The Monthly Uptime commitment only applies to the portion of the SaaS Site that is hosted in a Flexera data center. Components located on Licensee’s network or systems are not covered under the Monthly Uptime.
- Excused Outages. Licensee may experience outages in the SaaS Site due to Scheduled Maintenance and/or Emergency Maintenance, as defined below (collectively “Excused Outages”)
- 7.1. Scheduled Maintenance. “Scheduled Maintenance” mean planned interruptions in the SaaS Site to make changes to Flexera’s systems. Flexera regularly evaluates web site traffic patterns in order to determine low usage times in which to perform Scheduled Maintenance. Scheduled Maintenance may include outages. If Licensee is located in the United States, Scheduled Maintenance of 2 hours or less in duration will be conducted Monday through Thursday between 5:00 p.m. and 3:00 a.m., or between 6:00 a.m. Saturday and 12:00 p.m. Sunday, Pacific Time and Scheduled Maintenance that exceeds 2 hours will be conducted between 6:00 a.m. Saturday and 12:00 p.m. Sunday Pacific Time. If Licensee is located outside of the United States, Scheduled Maintenance of 2 hours or less in duration will be conducted Monday through Thursday between 5:00 p.m. and 5:00 a.m., or between 6:00 a.m. Saturday and 12:00 p.m. Sunday Central European Time and Scheduled Maintenance that exceeds 2 hours will be conducted between 6:00 a.m. Saturday and 12:00 p.m. Sunday Central European Time. Flexera will not perform Scheduled Maintenance on the last 2 business days of any calendar month. For Scheduled Maintenance of 2 hours or less in duration Flexera will notify Licensee no later than 48 hours prior to the Schedule Maintenance. For Scheduled Maintenance of more than 2 hours in duration Flexera will notify Licensee no later than 120 hours prior to the Schedule Maintenance. Notice for the purpose of this Section may be a message be placed on the login page to the SaaS Site.
- 7.2. Emergency Maintenance. “Emergency Maintenance” refer to Flexera’s efforts to correct network or security conditions that may cause service outages or severe network performance degradation impacting multiple customers and requires immediate action. Emergency Maintenance may degrade the quality of service including possible outages. Flexera’s policy is to notify Licensee with as much advance notice as possible under the circumstance prior to performing the Emergency Maintenance. Such effects related to Emergency Maintenance shall not give rise to service credits outlined in these SaaS Site Service Levels.