Last Update: 21 September 2022
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1. Introduction

This service level agreement (“SLA”) describes the levels of service that any Customer that is subscribed to any of the Services described in this document will receive from Ospree. This SLA should be read alongside the current terms of use available on the Ospree website (https://ospree.io).

Subject to the provisions of this Agreement, Ospree will use commercially reasonable efforts to ensure that the Platform and the Data Interface meet or exceeds the following service level guarantee: Uptime of not less than 99% during each calendar month during the Subscription Period (the “Service Level Guarantee”). The Service Level Guarantee will apply commencing the first day of the first complete month during the Resale Period.

2. Products and services available under this Agreement are:
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Ospree SaaS Platform Plans (“Platform”): StartUp Plan, Business Plan, and Enterprise Plan.
Ospree API (“Data Interface”)

*All free plans, free trial plans and demo and sandbox versions are excluded from this SLA.

3. Uptime

 “Uptime” is deemed to mean the total amount of time during a Month, excluding Excluded Downtime, that the Platform or the Data Interface is Available, measured as a percentage and calculated as follows:

Uptime = [(Total Minutes – Total Downtime)  / (Total Minutes – Excluded Downtime)]* 100

‍4. Reporting and Claims
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a) Reporting of perceived downtime: All problem reports should be emailed to support@ospree.io
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b) Claims: If Customer reasonably and in good faith believes, based on Customer’s documented logs, records and data, that either the Platform or the Data Interface have failed to achieve the Service Level Guarantee in respect of a Month and that Customer is entitled to a Service Level Credit, then by no later than fifteen (15) days after the end of the month Customer shall send an email to support@ospree.io with the following details and documents: Customer’s estimate of Availability, Total Downtime, and Excluded Downtime during the month, with dates and time periods for each Service Outage during the month, to the extent known to Customer; copies of Customer’s documented logs and other records and data relating to Availability, Total Downtime, Excluded Downtime and Service Outages during the month; and Customer’s calculation of its Service Level Credit claim. A claim for a Service Level Credit submitted to Ospree more than fifteen (15) days after the end of the relevant month will be void and of no effect.

‍5. Compensation
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Subject to the provisions of this Agreement, if either the Platform or the Data Interface fails to achieve the Service Level Guarantee in respect of a month, then Ospree will provide Customer with a credit calculated as set out in the table below. Ospree will apply each Service Credit to the next invoice issued by Ospree for fees payable by Customer for the Platform or the Data Interface. 
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A Service Credit is Customer’s sole and exclusive remedy, and Ospree’s entire responsibility and liability, if the Platform or the Data Interface do not achieve the Service Level Guarantee in respect of a month. Service Credits are not convertible to a cash refund or transferable to any other person, company or account holder, and may not be applied to fees for any other Product.

Calculation of Service Credit

Uptime during Month: < 99%
Percentage of Monthly Fee for affected services to be assigned as Service Credit: 10%

Uptime during Month: < 95%
Percentage of Monthly Fee for affected services to be assigned as Service Credit: 25%

6. Reviews 
This agreement is an ongoing agreement. It applies to all Ospree Customers that have a valid subscription and are utilising the products and services named in this agreement, unless a separate written agreement has been made overriding any of the terms in this agreement.
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Ospree reserves the right to, from time to time, withdraw Services provided under this Agreement upon notice to Customer. Ospree also reserves the right to, from time to time, add Services available under this Agreement or to otherwise modify the terms of the agreement, and notice of such modifications will be made via posting to the notices section of the website ospree.io.

7. Other
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7.1 Calculation of Minutes: For the purposes of measuring Total Downtime and Excluded Downtime: a fraction of a minute that is less than a half minute will be rounded down; and a fraction of a minute that is half a minute or greater will be rounded up.
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7.2 Planned Downtime: Planned Downtime is limited to four hundred and eighty (480) minutes in each month, and any additional minutes in a month during which the Platform or the Data Interface are not available due to maintenance work performed by or on behalf of Ospree will be considered part of Total Downtime. Ospree will use commercially reasonable efforts to schedule maintenance work during regularly scheduled maintenance windows established and revised by Ospree from time to time. If Ospree is required to perform maintenance work outside Ospree’s regularly scheduled maintenance windows, then BVS will use commercially reasonable efforts to give Customer at least twenty-four (24) hours prior notice of the maintenance work by posting the notice on Ospree’s website  at https://ospree.io
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7.3  Remedial Efforts: If the Platform or the Data Interface fails to achieve the Service Level Guarantee in respect of a Month, then: Ospree will perform an analysis to identify the causes of the failure and take commercially reasonable measures to remedy and prevent the failure from recurring
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7.4 Exclusions: Notwithstanding any other provision of this Agreement, the Service LevelGuarantee does not apply to: any month during which Ospree suspends the availability of the Platform or the Data Interface as a result of a Suspension Event; or to any Service Outage caused by any of the following: any act or omission by or on behalf of Customer or any of Customer’s Representatives or any other person for whom Customer is responsible under this Agreement or at law; any access to or use of the Platform or the Data Interface or in breach of this Agreement; any of the technologies, software, services or data used by or on behalf of Customer to access or use the Platform or the Data Interface; any sabotage or cyberattack (including any network intrusion, computer virus or malware, hacking or denial-of-service attack) or other similar act or omission that affect an Ospree System; Downtime of any essential services that the Ospree Platform or the Data Interface rely on such as data centers or data providers; or the unavailability of specific features or functionalities of the Platform or the Data Interface that are not, in the aggregate, material to Customer’s actual intended use of the Platform or the Data Interface as a whole.

8. Definitions
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8.1 “Available” means that the Platform or the Data Interface is not experiencing a Service Outage.

‍8.2 “Agreed Downtime” means, with respect to a month, the total number of minutes during the month during which the Platform or the Data Interface is not available to respond to a Query, either at the request of Customer or pursuant to the express agreement of the Parties.

‍8.3 “Excluded Downtime” means, with respect to a month, the total amount of all Agreed Downtime, Force Majeure Downtime and Planned Downtime during the month.

‍8.4 “Force Majeure Downtime” means, with respect to a Month, the total number of minutes during the month that the Platform or the Data Interface are not Available due to one or more causes or circumstances that are beyond Ospree’s reasonable control.

‍8.5 “Planned Downtime” means, with respect to a month, the total number of minutes during the month that the Platform or the Data Interface are not Available due to scheduled or emergency maintenance work performed by or on behalf of Ospree.

‍8.6 “Query” means a proper query, using an applicable Key, submitted to the Ospree Data Interface

‍8.7 “Service Outage” means the Platform or the Data Interface rejects or fails to respond to a Query for at least ten (10) minutes, as measured by a commercially available, third party tool designated by Ospree, that measures global availability at the outbound ports of the external firewall of the Ospree System for the Platform or the Data Interface, and where the non-response has not been determined to be caused by a network issue or similar issue external to the Ospree Platform or the Data Interface.

‍8.8 “Subscription Period” means the period during the Term during which the Customer is authorised by Ospree to use the Platform or the  Data Interface.

‍8.9 “Total Downtime” means, with respect to a month, the total number of minutes in the (calendar) Month that Data Interface is not Available, including Excluded Downtime.

‍8.10 “Total Minutes” means, with respect to a (calendar) Month, the total number of minutes in the Month.