Last Updated: November 1, 2020

Subscription Services Availability

TEAM will use commercially reasonable efforts to ensure the Subscription Services maintain a Services Availability at least 99.9% of the time. As used herein, “Services Availability” means the percentage of a particular month (based on a 24-hour day for the number of days in the subject month) that the Subscription Services are available for access by Client and its Users.

Services Availability does not include, and TEAM will not be obligated or liable as a result thereof: (a) the negligence, or acts or omissions of Client; (b) a Force Majeure Event; (c) Scheduled Maintenance (as described below) or emergency maintenance; or (d) any Third Party Services, including those provided by TEAM’s third-party hosting provider.

Subscription Service Credits

The calculation of Subscription Services unavailability begins the time an Incident is logged by Client with TEAM to report a service level failure (“Unavailability Period”); provided that TEAM, in its reasonable determination, confirms that the unavailability was caused by TEAM. An “Incident” is hereby defined as a known, unplanned interruption to a Subscription Service. The Unavailability Period shall end when TEAM has restored accessibility to the Subscription Service.

In the event the Services Availability for the Subscription Services is less than 99% due to a cause related solely to the Subscription Services, TEAM shall provide the following service level credit:

Client shall be entitled to a pro rata credit against all monthly recurring fees as detailed in the applicable Services Schedule for the affected Service, including all associated session, usage, per-employee, and storage fees, based on the percentage of Service Availability achieved for any given month, subject to the claims process below.

To claim a service level failure credit (“Service Credit”) Client must file a claim within five (5) business days of the end of the claimed Unavailability Period. Claims may be filed via email at accounting@teamsoftware.com. The applicable credit for any timely filed claim, if any, shall be reflected by TEAM to Client on the next billing cycle following the date on which the properly submitted claim is received and verified. The maximum monthly credit will be no greater than 15% of the total fees for the applicable Service charge in any month. In no event shall Client be provided a Service Credit in cash, refund, or any other form other than a credit against charges for the Subscription Service.

Scheduled Maintenance

TEAM will provide Client a minimum of 48 hours’ notice of planned maintenance work that is considered to carry any risk of service interruption. The scheduling of any planned maintenance activity will seek to minimize disruption and will avoid periods of high activity.

TEAM will use reasonable efforts to provide Client with notice of any unplanned maintenance giving due regard to the circumstances and risks associated with any delay required to provide advanced notice.