LicenseSpring Standard Service Level Agreement

This Service Level Agreement (“SLA”) sets forth the standard service commitments provided by LicenseSpring, as governed by the Terms of Service ("Terms of Service") between Cense Data Inc. ("LicenseSpring") and users of LicenseSpring's services (the "Customer"). If LicenseSpring and a Customer have agreed to a separate SLA with different terms, the agreed-upon terms shall take precedence over this standard SLA.

This SLA applies separately to each LicenseSpring account. Except as expressly stated herein, it is subject to and incorporated into the Terms of Service. LicenseSpring reserves the right to update this SLA from time to time, with the latest version available at https://licensespring.com/service-agreement. 

1. Definitions

The following terms shall be given the meaning set forth below:

•  “Monthly Uptime Percentage” is calculated by subtracting from 100% the percentage of continuous 1-minute periods during the month in which the LicenseSpring License API was in a state of “Unavailable”. Monthly Uptime Percentage measurements exclude downtime resulting (directly or indirectly) from any LicenseSpring SLA Exclusions defined below.

•  “Unavailable” and “Unavailability” refer to any instance where a running LicenseSpring License AP is unable to establish eternal connectivity.

•  A “Service Credit” is a credit denominated in USD, calculated as set forth below, that LicenseSpring may credit back to an eligible account.

2. Service Commitment

LicenseSpring will make commercially reasonable efforts to maintain at least 99.9% uptime for the LicenseSpring License API during each monthly billing cycle (the 'Service Commitment'). In the event LicenseSpring does not meet the Service Commitment, the Customer will be eligible to receive a Service Credit.

The service availability for all customers using the multi tenancy setup can be monitored on our status page, available at https://status.licensespring.com.

3. Service Commitments and Service Credits 

Service Credits are calculated as a percentage of the total charges paid by the Customer (excluding one-time payments such as upfront payments) for a LicenseSpring account for the monthly billing cycle in which the Unavailability occurred in accordance with the schedule below.

LicenseSpring will apply any Service Credits only against future payments otherwise due from the Customer. Occasionally, and at LicenseSpring’s discretion, a refund will be offered to the Customer in lieu of a service credit. At LicenseSpring’s discretion, LicenseSpring may issue the Service Credit to the credit card the Customer used to pay for the billing cycle in which the Unavailability occurred. Service Credits will not entitle the Customer to any refund or other payment from LicenseSpring. A Service Credit will be applicable and issued only if the credit amount for the applicable monthly billing cycle is greater than $1 USD. Service Credits may not be transferred or applied to any other account. Unless otherwise provided in the Terms of Service, the Customer’s sole and exclusive remedy for any unavailability, non-performance, or other failure by LicenseSpring to provide LicenseSpring Services is the receipt of a Service Credit (if eligible) in accordance with the terms of this SLA.

4. Credit Request and Payment Procedures

To receive a Service Credit, the Customer must submit a claim by sending an email to support@licensespring.com, or submit a ticket to the LicenseSpring help desk at https://support.licensespring.com/hc/en-us/requests/new. To be eligible, the credit request must be received by LicenseSpring within 90 days after the end of the billing period which the incident occurred and must include at a minimum:

•  The Customer’s account name

•  The billing period for which the Customer is requesting a Service Credit

Once the monthly uptime percentage of the Customer request is confirmed by LicenseSpring and is less than the Service Commitment, LicenseSpring will issue the Service Credit to the Customer within one billing cycle following the period in which the Customer request is confirmed by LicenseSpring.

5. Exclusions

The Service Commitment does not apply to any unavailability, suspension or termination of LicenseSpring Services, or any other LicenseSpring or LicenseSpring Services performance issues:

1. Caused by factors beyond our reasonable control, including force majeure events, internet outages, or connectivity issues occurring beyond LicenseSpring’s network or that of its direct hosting subcontractors;

2. That result from any actions or inactions of the Customer or any third party, other than LicenseSpring’s direct hosting subcontractors;

3. That result from the Customer’s equipment, software or other technology and/or third party equipment, software or other technology (other than third party equipment within LicenseSpring’s direct control);

4. That result from any scheduled maintenance communicated on the status page;

5. Arise from our suspension and termination of the Customer’s right to use LicenseSpring Services in connection with any breach by the Customer of the Terms of Service or otherwise in accordance with the Terms of Service. If availability is impacted by factors other than those used in our Monthly Uptime Percentage calculation, then we may issue a Service Credit considering such factors at our discretion.