Service Level Agreement

Last Update: December 2023

This Service Level Agreement (this “SLA”) is governed by and is incorporated by reference into the existing Master Services Agreement, as the case may be (the “Agreement”) between Customer and Loopio Inc. (“Loopio”). In the event of any conflict between this SLA and the Agreement, this SLA shall prevail to the extent of any inconsistency.

Any capitalized terms used but not defined below have the meanings set out in the Agreement.

1. Definitions
   1. “Annual Fees” means, for a particular 12 calendar month term, the aggregate of all subscription Fees paid or payable by Customer to Loopio for the Loopio Solution.
   2. “Availability” means the portion (in percentage terms) of Scheduled Uptime in a particular calendar month that the Loopio Solution is actually Available For Use. For further clarity, Availability is calculated as follows:
   3. “Available For Use” means the supported functions and features of the Loopio Solution are capable of sending and receiving data to and from the Internet.
   4. “Scheduled Uptime” means 24 hours a day, 7 days a week, 365 days a year, excluding the duration of: (i) any scheduled downtime for maintenance or upgrades in respect of which you have received reasonable written notice from Loopio; (ii) any unavailability caused by circumstances caused by any event or circumstance beyond Loopio’s reasonable control, including acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems and malicious third party attacks; (iii) to address any delays or interruptions caused by events occurring outside of the Loopio Solution, including delays caused by Customer’s computing devices, local area networks or internet service providers; or (iv) Loopio’s suspension of the Loopio Solution to address technical, security or other emergency issues, and in accordance with the Agreement, including a breach by Customer of the Use Restrictions.
   5. “Service Credit” means the equivalent of 10% percent of one month of Loopio Solution subscription Fees (Annual Fees / 12 months).
   6. “Service Level Failure” means when Availability is less than 99.8% over the course of a calendar month period.
2. Service Credits
   1. If there is a Service Level Failure, Customer will be entitled to apply for a Service Credit by contacting support@loopio.com within 30 days of receipt of notification of the Service Level Failure. After 30 days of such notification, Customer’s ability to apply for Service Credits shall expire. Loopio may apply any outstanding Service Credits against any other Fees payable to Loopio, if available, or against the next invoice for Fees due under the Agreement.
3. Termination and Remedies
   1. In the event that Customer’s access to the Loopio Solution is affected by Service Level Failures in any three (3) calendar months during any consecutive twelve (12) calendar month period, Customer may terminate the Agreement without penalty and will be entitled to a prorated refund of any prepaid unused Fees from the date of termination.
   2. The Service Credit and termination right set out in this SLA are Customer’s sole and exclusive remedy for any failure by the Company to meet any service level obligations pertaining to the Loopio Solution. Customer is not eligible to receive Service Credits during any period of time when Fees owed by Customer are past due, or Customer ceases to be a customer of Loopio.
4. Changes
   1. We may update this SLA by posting a revised copy at www.loopio.com/legal/sla. The revised version will become binding and effective on the next business day after it is posted. Loopio will provide Customer with notice of the revision by email or in-app notification. Customer’s continued use of or access to the products, services or features governed by this SLA after the date the updated SLA becomes binding and effective will constitute Customer’s acceptance of those terms. If Customer objects to the revisions, notice must be provided to Loopio at legal@loopio.com within thirty (30) days after the revised SLA becomes binding and effective. If Customer provides such notice, then Customer’s subscription will continue to be governed by the SLA in place prior to modification until Customer’s next renewal date, after which the revised version shall govern.

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