Support Services Addendum

Last Updated: December 2023

This Support Services Addendum (this “Addendum”) 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 Addendum and the Agreement, this Addendum 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. “Error” means a single, reproducible defect or problem that prevents the Customer from operating or accessing the Loopio Solution in accordance with the Agreement. For clarity, an Error does not mean general support questions or feature suggestions.
   2. “Resolution Time” means the time allocated for Loopio to provide a correction or Work-Around to an Error based on the Severity Level of that Error, as described in the Resolution and Response Matrix.
   3. “Resolution and Response Matrix” refers to the following table:
      

      SEVERITY LEVEL	RESPONSE TIME	RESOLUTION TIME
      Severity 1 Error	Four (4) hours	Seventy-two (72) hours
      Severity 2 Error	Twenty-four (24) hours	Two (2) weeks
      Severity 3 Error	Forty-eight (48) hours	As mutually agreed between the parties

   4. “Response Time” means the time allocated for Loopio to respond to a service request received during Support Hours, based on the Severity Level of that Error, as described in the Resolution and Response Matrix.
   5. “Service Level Default” means (a) Loopio’s failure to meet its Response Time and Resolution Time objectives, set out herein at Section 4, for Severity 1 Errors or Severity 2 Errors three (3) times in any consecutive sixty (60) day period, or (b) Loopio’s failure to resolve, or provide a Work-Around for, a Severity 1 Error or Severity 2 Error within thirty (30) days after Customer’s original notice thereof.
   6. “Severity 1 Error” means an Error that causes the Loopio Solution in a production environment to be unavailable or cease operating in a material respect.
   7. “Severity 2 Error” means an Error that causes a significant existing function of the Loopio Solution in a production environment to be unavailable or materially impaired, although it still operates.
   8. “Severity 3 Error” means an Error that causes a minor existing function of the Loopio Solution, whether in a production or development environment, to be unavailable or impaired which adversely affects Customer’s ability to use the Loopio Solution.
   9. “Support Hours” means the hours during which Loopio makes support available to the Customer, as defined in Section 2.1 of this Addendum.
   10. “Work-Around” means a temporary work-around, patch, or bypass supplied by Loopio in order to temporarily correct the Error; provided, however, that (a) the Loopio Solution’s functionality, compatibility, or use is not adversely affected, and (b) the work-around is not unduly burdensome to Customer. Notwithstanding the availability of a Work-Around, Loopio will continue to work to fix the Error.

• Support
  1. Loopio will provide support via telephone and email at the telephone number and email address provided in the Documentation during the following hours: Sunday to Friday, 2300hrs – 2100hrs EST, excluding statutory holidays observed in the Province of Ontario, Canada.
• Response and Resolution Times
  1. Loopio will respond to and resolve Errors in accordance with the Response and Resolution Matrix, pursuant to the severity level reasonably assigned by Loopio, whether the Error is encountered in Production or in Development, as applicable.
  2. Resolution of all Errors will depend on the type of issue, severity and the complexity of the request. Notwithstanding anything to the contrary herein, Loopio will endeavour to resolve all Errors in accordance with the resolution time defined in the Response and Resolution Matrix, however Loopio makes no guarantee or warranty, whether express or implied, on the actual time required to resolve an Error.
• Service Level Defaults
  1. Upon occurrence of a Service Level Default, and upon written notice to Loopio via email to legal@loopio.com, Customer may promptly terminate the Agreement and receive a prorated refund of all unused prepaid fees from the effective date of termination.
• Changes
  1. We may update this Addendum by posting a revised copy at https://loopio.com/legal/support-services/. 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 Addendum after the date the updated Addendum 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 Addendum becomes binding and effective. If Customer provides such notice, then Customer’s subscription will continue to be governed by the Addendum in place prior to modification until Customer’s next renewal date, after which the revised version shall govern.

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