Service Level Exhibit

This Service Level Exhibit (the “SLA”) is subject to and part of that ModernLoop SaaS Customer Agreement (the “Agreement”) between ModernLoop and Customer. Unless otherwise defined hereunder, terms used with capital letters shall have the meaning ascribed to the under the Agreement. The SLA describes terms related to support and service levels related ModernLoop makes to Customer in the provision of the ModernLoop Offering pursuant to that Order Form entered into between ModernLoop and Customer.

This SLA was updated June 30, 2023. ModernLoop reserves the right to periodically modify the SLA, and such changes will automatically become effective and applicable to any Order Renewal Term and any Order Form entered into after changes are made.
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Uptime Commitment

“Uptime” is the percentage of total possible minutes ModernLoop was available during a calendar month. ModernLoop will use commercially reasonable efforts to provide the ModernLoop Offering ata target uptime of at least 99.9% (“Target Uptime”). Uptime is calculated according to the following formula:

[(total minutes in calendar month – Downtime) – Excluded Downtime / totalminutes in a calendar month] > 99.9%

ModernLoop will use commercially reasonable efforts to provide a 99.9% Target Uptimeduring any Order Initial Term and Order Renewal Term (if any).

To review current and historical Uptime, visit http://status.modernloop.io/uptime.
Subscribe to Scheduled Maintenance notifications here: https://status.modernloop.io/.
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Downtime

“Downtime” is the overall number of minutes the ModernLoop Offering was unavailable during a calendar month and which were caused by ModernLoop’s actions or omissions. Downtime excludes Excluded Downtime (defined below).

Downtime

(a)       “Excluded Downtime” means (i) Scheduled Maintenance; (ii) any emergency maintenance which if not addressed in a timely manner could result in an outage or adversely impact the ModernLoop Offering; (iii) any unavailability caused by circumstances beyond ModernLoop’s reasonable control, including without limitation,(a) a Force Majeure event, (b) any unavailability, failures, or delays involving systems, hardware, services, or software not within ModernLoop’s possession or reasonable control, (c) network intrusions or denial of service attacks, provided that ModernLoop shall in all cases use industry standard practices to prevent such events, and (d) downtime during Customer’s implementation period.  In addition, Excluded Downtime includes slowness or other performance issues with individual features (search, file uploads, etc.), any products or features identified as pilot, alpha, beta or similar, or downtime caused by Customer’s usage of the ModernLoop Offering not in accordance with the Agreement and Documentation.

(b)       For purposes of this SLA, “Scheduled Maintenance” shall be any planned maintenance performed by ModernLoop and for which ModernLoop intentionally causes the Service to be unavailable, provided that (i) such instance is for the purpose of reasonably updating, upgrading or maintaining the ModernLoop Offering or its underlying infrastructure (for example, without limitation, operating system upgrades, hardware repairs, database backups, data center moves, or the like; (ii) such instance occurs outside of normal business hours (9am – 9pm U.S. EasternTime Monday – Friday, U.S. federal holidays excluded); and (iii) in each such instance, ModernLoop uses commercially reasonable efforts to provide notice to the Customer at least 48 hours in advance via notifications in the ModernLoop Offering and/or updates to the ModernLoop status updates page available at https://status.modernloop.io/.

(c)        For purposes of this SLA, “Force Majeure” shall mean any act, event or occurrence beyond ModernLoop’s reasonable control, including without limitation, virus attacks or hackers (provided that ModernLoop has used industry standard levels of security measures to prevent them), failure of third party software (including, without limitation web server software), acts of God, natural disasters (fires, floods, earthquakes, etc.), government actions or inactions, orders or injunctions, war, and acts of terror.

Scheduled Downtime

ModernLoop may need to perform maintenance to keep the ModernLoop Services working smoothly or to provide fixes and updates (“Scheduled Downtime”).
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Service Credits

If ModernLoop falls short of the 99.9% Target Uptime, the Customer may be eligible for a credit as set forth in the below table (“Service Credits”).

To be eligible for a Service Credit, Customer must submit a written request to ModernLoop within 15 calendar days following the end of the calendar month in which Customer believes that the Target Uptime was not achieved and request toModernLoop to apply a Service Credit to the Customer account. Service Credits not requested within such fifteen (15) day period will be automatically forfeited.  ModernLoop shall make a good-faith determination as to whether the Customer is entitled to Service Credits as per the SLA. The Service Credits owed by ModernLoop to Customer will be in the form of monetary credits applied against future Fees payment due fromCustomer for additional purchases of ModernLoop Offerings.

For the avoidance of any doubt, Service Credits are not refunds and cannot be exchanged into a cash amount. Notwithstanding anything to the contrary in the Agreement, Service Credits will expire upon any termination or non-renewal of the Agreement by Customer. Service Credits are Customer’s sole and exclusive remedy, and ModernLoop’s sole liability, for any failure by ModernLoop to meet its Uptime obligations under this SLA.
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Support

(a)          Support Services.  ModernLoop shall provide standard maintenance related to the ModernLoop Offering (“Support Services”), in accordance with the provisions of this Support section.  The Support Services are included in the ModernLoop Offering and ModernLoop shall not assess any additional fees, costs or charges for such Support Services.
(b)          Support Hours.  ModernLoop shall make Support Services available 6:00 am to 5:00 pm Pacific Time, Monday – Friday, excluding United States federal holidays (“Support Hours”), by dedicated email, which Modern Loop will provide to Customer promptly following execution of the Agreement.
(c)           Support Priority Levels & Management. The initial severity code is requested by the customer and reviewed by ModernLoop at the time the problem is logged on the ticketing system. ModernLoop will use commercially reasonable efforts to respond during Support Hours as set forth in the below table:

Updates

As our business evolves, we may change our Service Level Agreement. Customers can review the most current version of the Service Level Agreement at any time by visiting this page or any successor website.

Please contact ModernLoop at legal@modernloop.io with any questions regarding the SLA.