Third-Party Product-Specific Terms

Third-Party Products

Third Party Product. Customer understands and acknowledges that all services, including, without limitation, implementation, support, maintenance, and updating of third-party products (“Third Party Product(s)”) are provided entirely by the applicable third party (each a “Third Party Provider”) and not by NICE. NICE is not liable for the acts or omissions of any Third Party Provider or its personnel related to the Third Party Products. Content may be provided to a Third Party Provider for the purpose of such Third Party Provider providing the Third Party Products to Customer.

Third-Party Service Level Agreement

Service Level Agreement. Each Third Party Provider agrees to make the applicable Third Party Product Available as set forth below, and as measured by NICE on a monthly basis during the Subscription Term, subject to any Excusable Downtime (the “Service Level Agreement”).

“Availability” or “Available” means that a Third Party Product is available and operable for access and use by Customer.

Service Level Availability of a Third Party Product for any given calendar month will be measured as follows:

((x-y-z))/((x-y))×100
x = total number of minutes in a calendar month*
y = Excusable Downtime
z = unscheduled outages other than Excusable Downtime

*For example, the total number of minutes in June would be calculated based on 24 hours per day x 60 minutes per hour x 30 days (or 43,200 minutes), as June has 30 calendar days.

Excusable Downtime. The Service Level Agreement does not apply to any downtime, unavailability, suspension or termination of the applicable Third Party Products that arises out of or results from any of the following (individually and collectively, “Excusable Downtime”):

a. routine maintenance services;

b. unscheduled emergency maintenance services performed to avoid harm to NICE, Customer, Content, or the Third Party Products, generally;

c. any time spent by NICE in its performance of any additional Services requested or agreed to by Customer;

d. outages or disruptions attributable to Customer or third-party technology or service providers engaged by Customer, including use of the Third Party Products in a manner not expressly authorized in the Agreement;

e. suspension or termination of Customer’s right to access and use the Third Party Products in accordance with the Agreement;

f. factors outside of NICE’s reasonable control, including Force Majeure Events, internet access or related problems, or Content;

g. outages or disruptions caused by:

i. software, infrastructure, databases, technology, operator error or equipment not controlled by NICE; or

ii. configuration changes not made by NICE; or

h. Network Connectivity issues.