Service Level Agreement (SLA)

‍This Support and Service Level Agreement (this "SLA") is a binding contract between you ("Customer," "you," or "your") and Loan Vision LLC (“Loan Vision”, "Provider," "we," or "us"). This SLA governs our support and service level commitments to you. This SLA is further governed by the Main Agreement as defined below.

1. Definitions. For purposes of this SLA, the following terms have the meanings set forth below. All initial capitalized terms in this SLA that are not defined in this Section 1 shall have the respective meanings given to them in the Main Agreement.

1.1 "Customer Cause" means any of the following causes of an Error, except, in each case, any such causes resulting from any action or inaction that is authorized by this SLA or the Main Agreement, specified in the then-current Documentation, or otherwise authorized in writing by Provider: (a) any negligent or improper use, misapplication, misuse, or abuse of, or damage to, the Services by Customer or its Representatives; (b) any maintenance, update, improvement, or other modification to or alteration of the Services by Customer or its Representatives; (c) any use of the Services by Customer or its Representatives in a manner inconsistent with the then-current Documentation, to the extent consistent with and not limiting of the Documentation; (d) any use by Customer or its Representatives of any Third-Party Products that Provider has not provided or caused to be provided to Customer; or (e) any use by Customer of a non-current version or release of the Services.

1.2 "Customer Systems" means Customer's information technology infrastructure, including Customer's computers, software, databases, electronic systems (including database management systems), and networks.

1.3 "Error" means any reproducible failure of the Services to operate in all material respects in accordance with the Documentation and, to the extent consistent with and not limiting of the Documentation, including any problem, failure or error referred to in the Service Level Table.

1.4 "Maintenance" means scheduled Unavailability of the Services, as announced by Provider prior to the Services becoming Unavailable.

1.5 "Main Agreement" means the Scope of Work & Order or Order entered into by the parties.

1.6 "Monthly Uptime Percentage" is calculated by subtracting from 100% the percentage of minutes during the month in which the Services were Unavailable. Monthly Uptime Percentage measurements exclude downtime resulting directly or indirectly from any SLA Exclusion.

1.7 "Out-of-Scope Services" means any of the following: (a) any services that Customer and Provider may from time to time agree in writing are not included in the Support Services; (b) any services requested by Customer and performed by Provider in connection with any apparent Services Error reasonably determined by the Provider to have been caused by a Customer Cause; and (c) any Support requested by Customer and provided by an individual requested by Customer whose qualification or experience is greater than that reasonably necessary to resolve the relevant Support Request, provided that an appropriately qualified or experienced individual was available at the time when the Support request was sought.

1.8 "Support Hours" means between 8:00AM and 5:00PM, Eastern Standard Time, excluding public holidays in the United States.

1.9 "Support Period" means the Term and, if requested by Customer, any period during which Customer transfers the Support Services to an alternate service provider.

1.10 "Support Services" means Provider's support of the then-current version and release of the Services but excluding any Out-of-Scope Services.

1.11 "Third-Party Products" means all third-party software (including all Open Source software), computer hardware, network hardware, electrical, telephone, wiring, and all related accessories, components, parts, and devices.

1.12 "Unavailable" and "Unavailability" means when the Services are not running or not reachable due to Provider’s fault.

2. Support Services. Provider shall perform all Support Services during the Support Hours throughout the Support Period in accordance with the terms and conditions of this SLA and the Main Agreement, including the Service Levels and other Provider obligations set forth in this Section

2.2.1 Support Service Responsibilities. Provider shall:
(a) respond to and resolve all Support Requests in accordance with the Service Levels;

(b) provide Support Services to Customer during all Support Hours by means of email addressSupport@loanvision.com; and

(c) provide to Customer all such other services as may be necessary or useful to correct an Error or otherwise fulfill the Service Level requirements, including defect repair, programming corrections, and remedial programming.

2.2 Support Levels. Response and Resolution times will be measured from the time Provider receives a Support Request until the respective times Provider has (a) responded to that Support Request, in the case of response time and (b) Resolved that Support Request, in the case of Resolution time. "Resolve," "Resolved," "Resolution," and correlative capitalized terms mean, with respect to any particular Support Request, that Provider has corrected the Error that prompted that Support Request and that Customer has confirmed such correction and its acceptance of it in writing. Provider shall respond to and Resolve all Support Requests within the following times based on Customer's designation of the severity of the associated Error, subject to the parties' written agreement to revise such designation after Provider's investigation of the reported Error and consultation with Customer:

Definition

Required Service Level Response Time

Targeted Service Level Resolution Time

High – System Outage
‍An Error that:
‍(a) materially affects the operations of the Customer's business or marketability of its service or product;

(b) prevents business critical work from being done; or

(c) disables or materially impairs (i) any major function of the Software or Services or (ii) Customer's use of any major function of the Software or Services.

Loan Vision shall acknowledge receipt of a Support Request within 1 hour.

Loan Vision shall provide updates on a resolution every 2 hours

4 hours

High
‍Situations preventing time sensitive work from being completed (e.g: month end closings)

Loan Vision shall acknowledge receipt of a Support Request within 4 hours.

Loan Vision shall provide updates on a resolution every 4 hours

1 Day

Normal:
‍Issues that prevent non urgent tasks from being completed

Loan Vision shall acknowledge receipt of a SupportRequest within 24 hours.

Loan Vision shall provide updates on a resolutionevery 24 hours

5 Days

Low
‍These may include questions relating to system functionality, training requests and other non-urgent issues

N/A

5 Days

Severity Level of Error

2.3 Out-of-Scope Services. Provider shall, at Customer's request, provide to Customer the Out-of-Scope Services at an additional agreed-upon cost in accordance with the terms and conditions of this SLA and the Main Agreement.

2.4 Out-of-Scope Service Fees. In consideration of Provider's performance of any Out-of-Scope Services in accordance with the terms and conditions of this SLA and the Main Agreement, Customer shall pay Provider fees for such Out-of-Scope Services at the applicable time and materials rates presented to Customer by Provider.

3. Support Requests and Customer Obligations.

3.1 Support Requests. Customer may request Support Services by way of a Support Request (each a "Support Request"). Customer shall notify Provider of each Support Request by email or such other means as the parties may agree to in writing. Customer shall include in each Support Request a description of the reported Error and the time Customer first observed the Error.

3.2 Customer Obligations. Customer shall provide the Provider with:

(a) prompt notice of any Errors; and

(b) each of the following to the extent reasonably necessary to assist Provider to reproduce operating conditions similar to those present when Customer detected the relevant Error and to respond to and Resolve the relevant Support Request:

(i) direct access at to the Customer Systems and the Customer's files, equipment, and personnel;

(ii) output and other data, documents, and information, each of which is deemed Customer's Confidential Information as defined in the Main Agreement; and

(iii) remote access to the Customer Systems in accordance with this SLA, subject to Provider's compliance with all of Customer's security and encryption requirements notified to Provider in writing; and

(iv) such other reasonable cooperation and assistance as Provider may request.

4. Environment Management - Uptime, Maintenance, Backups & Disaster Recovery. The Loan Vision solution is delivered on Microsoft Dynamics 365 Business Central (the “Hosting Environment”), which is operated exclusively by the Microsoft Corporation ("Microsoft"). Microsoft alone is responsible for all Hosting Environment functions, including but not limited to availability/uptime, disaster recovery, backups, patching, security updates, and environment management. Loan Vision disclaims all warranties and liability arising from or related to the Hosting Environment. Customer’s sole remedy for Hosting Environment issues is any remedy made available by Microsoft under Microsoft’s terms/SLA. Loan Vision will reasonably cooperate with Customer to seek such remedies and, to the extent received, will pass through applicable service credits. For clarity, Hosting Environment unavailability will not constitute Loan Vision’s breach.

5. Communications. In addition to the mechanisms for giving notice specified in the Main Agreement, unless expressly specified otherwise in this SLA or any other document, the parties may use email for communications on any matter referred to herein.

6. Modifications. You acknowledge and agree that we have the right, in our sole discretion, to modify this SLA from time to time, and that modified terms become effective on posting. You will be notified of modifications through notifications or posts on our website or an email communication from us. You are responsible for reviewing and becoming familiar with any such modifications. Your continued use of the Services after the effective date of the modifications will be deemed acceptance of the modified terms.