Service Level Agreement

This Loxo Service Level Agreement (“SLA”) accompanies the Master Subscription Terms of Service Agreement, (the “Agreement”) entered into between you (“Customer”) and Loxo. Capitalized terms used in this SLA that are not defined herein have the meanings given to them in the Agreement.

1. Target Availability. Loxo will use commercially reasonable efforts to make each Service available with an uptime of 99.8% of each calendar month (“Target Availability”).
2. Exclusions. The calculation of uptime will not include unavailability to the extent due to: (a) use of the Service by Customer in a manner not authorized in this Agreement or the applicable Documentation; (b) general Internet problems, force majeure events or other factors outside of Loxo’s reasonable control including outages of third party connections or utilities or other reasons beyond Company’s control (c) Customer’s equipment, software, network connections or other infrastructure; (d) third party systems, acts or omissions; or (e) Scheduled Maintenance or reasonable emergency maintenance.
3. Scheduled Maintenance. “Scheduled Maintenance” means Loxo’s scheduled routine maintenance of the Services for which Loxo notifies Customer at least twenty-four (24) hours in advance. Scheduled Maintenance will not exceed eight (8) hours per month. Loxo typically performs Scheduled Maintenance once per month.
4. Remedy for Failure to Meet Target Availability. If there is a verified failure of a Service to meet Target Availability in three (3) consecutive months, then Customer may terminate the applicable Subscription Term by sending written notice of termination within thirty (30) days after the end of the second such month, in which case Loxo will refund to Customer any fees Customer has pre-paid for use of such Service for the terminated portion of the applicable Subscription Term. This termination and refund right is Customer’s sole and exclusive remedy, and Loxo sole and exclusive liability, for Loxo’s failure to meet the Target Availability.