This Service Level Agreement (this “SLA”) forms part of the LoanSpace Subscription Services Agreement to which it is incorporated by reference or attached (the “Agreement”) and sets forth certain supplemental terms and conditions applicable to availability of the Subscription Services. Unless otherwise defined herein, any capitalized terms defined in the Agreement and used herein will have the same meaning specified in the Agreement.
This SLA applies to Customer’s paid subscriptions to the Subscription Services (“Covered Services”). It does not apply to Third-Party Offerings or Freemium Offerings.
The Covered Services shall be available to Customer and its Authorized Users on a twenty-four hour, seven days a week (24x7) basis, for an average of 99.9% of the time within a given calendar quarter of Customer’s paid Subscription Period, excluding Allowable Maintenance (the “Availability Commitment”).
LoanSpace may provide server-side maintenance from time to time. LoanSpace reserves ten hours per month for scheduled maintenance purposes. Scheduled maintenance will only be performed between the hours of 6 p.m. Friday to 3 a.m. Monday, Pacific Time, and will be published on the support portal accessible through LoanSpace’s website at https://loanspace.com no less than 24 hours in advance. Under certain conditions, LoanSpace may need to perform urgent or emergency preventative maintenance, such as installing security patches. In such cases, LoanSpace may not be able to provide advance notice. Service disruptions due to scheduled or emergency maintenance are referred to herein as “Allowable Maintenance” and are excluded from the Availability Guarantee.
If the availability for Covered Services for any calendar quarter falls below the Availability Commitment, Customer will be entitled to an SLA credit according to the following schedule:
| Quarterly Availability | SLA Credit |
|---|---|
| 99.0%-99.8% | Five (5) days’ extension of Subscription Period, at no additional cost |
| Below 99.0% | Ten (10) days’ extension of Subscription Period, at no additional cost |
To be eligible for an SLA credit, Customer must submit a written claim within 30 days of an incident. SLA credits are cumulative and will have the effect of extending the then-current Subscription Period by the specified number of days. Accordingly, the start of any subsequent Subscription Periods (or Subscription Period renewals) will be postponed by a corresponding number of days. Notwithstanding anything to the contrary contained herein, the total SLA credit shall in no event exceed thirty (30) days in any given calendar year.
Availability ratings below 99.0% for any quarter shall be escalated by both parties to the vice president (or equivalent) level.
If the availability rating falls below 99.0% for two consecutive calendar quarters, then Customer shall have the right to terminate its subscription for the applicable Covered Services upon notice to LoanSpace, provided LoanSpace receives such notice within ten (10) days after the end of such second quarter. In such event, LoanSpace shall refund to Customer all unused subscription fees for the terminated portion of any prepaid Subscription Period.
The Availability Commitment will not apply, and no SLA credits will be provided, to the extent that a failure to meet the Availability Commitment is attributable to 1) Allowable Maintenance; 2) a Force Majeure Event; 3) actions or inactions on Customer’s part (unless undertaken at LoanSpace’s express direction) or on the part of third parties beyond LoanSpace’s control; or 4) hardware, software, network or telecommunications systems not provided or operated by LoanSpace or its suppliers.
Unless otherwise specified in the Agreement, this SLA set forth Customer’s sole and exclusive remedies, and LoanSpace’s sole and exclusive obligations, arising from or related to any failure to meet the Availability Commitment.
LoanSpace reserves the right to update this Service Level Agreement during the Subscription Period. Such updates will become effective upon LoanSpace’s notice to Customer advising it of the updated Service Level Agreement. If, however, such an update results in the material degradation of the Availability Commitment or Customer’s associated remedies specified herein, then Customer shall have the right to terminate its subscription for the affected Subscription Services upon notice to LoanSpace, provided LoanSpace receives such notice within thirty (30) days after the effective date of the updated Service Level Agreement. In such event, LoanSpace shall refund to Customer all unused subscription fees for the terminated portion of any prepaid Subscription Period.