SaaS SERVICE LEVEL AGREEMENT

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SaaS Service Level Agreement

This Service Level Agreement ("SLA") is entered into by and between you (“you”) and Loom Systems Ltd. (“Loom”) (each may also be referred to as a "Party" and collectively the "Parties"), in connection with the Software as a Service Agreement, entered into by and between the Parties, and constitutes an integral part thereof.

1. Availability: The Loom Service will be generally available 99.9% of the time, except as provided below. General availability will be calculated per calendar month, as follows:

[(Total - nonexcluded - excluded)]    /    Total - excluded     ≥    99.9

Where:

• “total” means the total number of minutes for the month.
• “nonexcluded” means downtime that is not excluded.
• “excluded” means the following:
  • Any planned downtime of which Loom gives 8 hours or more notice. Loom will use commercially reasonable efforts to schedule all planned downtime during the weekend hours from 6:00 p.m. Friday, IL Time, through 3:00 a.m. Sunday, IL Time. Loom is not obligated to give notice for downtime during the weekend hours as detailed above.
  • Any unavailability caused by circumstances beyond Loom's reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving Loom's employees), computer, telecommunications, Internet service provider or hosting facility failures or delays involving hardware, software or power systems not within Loom's possession or reasonable control, and network intrusions or denial of service attacks.

2. Claims: Loom will continuously monitor the performance of the Loom Service and track its compliance with this Service Level Agreement. In the event that Loom is not meeting this Service Level Agreement, in each instance, you will report to Loom within three (3) days of the downtime providing Loom with information about when the event occurred (the “Claim”). When you notify Loom of any Claim, Loom will verify such Claim against Loom's system records. Should any periods of downtime submitted by you be disputed, Loom will provide to you a record of Loom Service availability for the period in question. Loom will only provide records of system availability in response to good faith Claims.

3. Service Availability Credits: If during any calendar month, availability falls below 99.9%, Loom will provide you with a service credit in accordance with the applicable Service Credit % set forth below. The service credit shall be calculated against the Applicable Fee (as defined below) paid by you for the Service, in accordance with the table set forth in the Service Specifications [please add hyperlink].

Loom will credit an amount equal to the Service Credit % times the Applicable Fee to you within thirty (30) days of the month in which a Claim is made, subject to the terms of this Service Level Agreement.

"Applicable Fee" means the following:

1. If the fee paid by you is a monthly fee, then Applicable Fee shall equal one monthly fee;
2. If the fee paid by you is a quarterly fee, then Applicable Fee shall equal one third (1/3) of one such quarterly fee; or
3. If the fee paid by you is an annual fee, then Applicable Fee shall equal one twelfth (1/12) of one such annual fee.