License Spring Service Level Agreement

This License Spring Service Level Agreement (“SLA”) is a policy governing the use of License Spring’s cloud-based services (“License Spring Services”) under the terms of the License Spring Terms of Service (the “Terms of Service”) between Cense Data Inc, and users of License Spring’s services (“you”). This SLA applies separately to each account using License Spring Services. Unless otherwise provided herein, this SLA is subject to the terms of the Terms of Service.

1. Service Commitment

License Spring will use commercially reasonable efforts to make License Spring instances available with a Monthly Uptime Percentage (defined below) of at least 99.9%, in each case during any monthly billing cycle (the “Service Commitment”). In the event License Spring does not meet the Service Commitment, you will be eligible to receive a Service Credit as described below.

2. 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 5-minute periods during the month in which a License Spring instance was in a state of “Unavailable”. Monthly Uptime Percentage measurements exclude downtime resulting (directly or indirectly) from any License Spring SLA Exclusions defined below.

“Unavailable” and “Unavailability” means when a running License Spring instance has no external connectivity.

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

3. Service Commitments and Service Credits

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

We will apply any Service Credits only against future License Spring payments otherwise due from you. At our discretion, we may issue the Service Credit to the credit card you used to pay for the billing cycle in which the Unavailability occurred. Service Credits will not entitle you to any refund or other payment from License Spring. A Service Credit will be applicable and issued only if the credit amount for the applicable monthly billing cycle is greater than $1USD. Service Credits may not be transferred or applied to any other account. Unless otherwise provided in the Terms of Service, your sole and exclusive remedy for any unavailability, non-performance, or other failure by us to provide License Spring 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, you must submit a claim by sending an email to support@licensespring.com, or submit a ticket to our help desk at https://support.licensespring.com/hc/en-us/requests/new. To be eligible, the credit request must be received by us by the end of the second billing cycle after which the incident occurred and must include:

If the Monthly Uptime Percentage of such request is confirmed by us and is less than the Service Commitment, then we will issue the Service Credit to you within one billing cycle following the month in which your request is confirmed by us. Your failure to provide the request and other information as required above will disqualify you from receiving a Service Credit.

5. License Spring SLA Exclusions

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

1. caused by factors outside of our reasonable control, including, without limitation, any force majeure event or Internet access or related problems beyond the demarcation point of License Spring Services or its direct hosting subcontractors (i.e. beyond the point in the network where License Spring maintains access and control over the License Spring Services);
2. that result from any actions or inactions of you or any third party (other than License Spring’s direct hosting subcontractor);
3. that result from your equipment, software or other technology and/or third party equipment, software or other technology (other than third party equipment within our direct control);
4. that result from any scheduled maintenance;
5. or arising from our suspension and termination of your right to use License Spring Services in connection with any breach by you of the Terms of Service or otherwise in accordance with the Terms of Service (collectively, the “License Spring SLA Exclusions”). 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.