The Closing Exchange Service Level Agreement

Updated: January 13, 2023

1. Definitions. Any capitalized terms not otherwise defined herein have the meaning set forth in the Agreement.
   1. “Agreement” means the Services Agreement with TCX. 
   2. “Critical Error” means any demonstrable error in the Services that: (a) (i) causes the Services to have a significant loss of utility of intended function, (ii) causes data to be lost or destroyed, or (iii) prevents the Services from being accessed by the Client; and (b) has no known or acceptable bypass or circumvention.
   3. “Low Error” means any demonstrable error that: (a) causes a function to not execute as documented without a significant loss of utility of intended function; or (b) disables one or more nonessential functions.
   4. “Maintenance” means scheduled Unavailability of the Services, (a) as announced by TCX no less than forty-eight (48) hours prior to the Services becoming Unavailable, or (b) between the hours of 12:00 a.m. and 6 a.m. Pacific Time on a Saturday, Sunday or holiday.
   5. “Medium Error” means any demonstrable error in the Services that causes the Services to operate improperly, but that does not rise to the level of a Critical Error.
   6. “Monthly Uptime Percentage” is calculated by subtracting from 100% the percentage of minutes during the month in which the Services are Unavailable. Monthly Uptime Percentage measurements exclude downtime resulting directly or indirectly from any TCX SLA Exclusion.
   7. “SLA” means this Service Level Agreement.
   8. “Support Hours” means Monday through Friday from 9:00 a.m. to 5:00 p.m. and Saturdays from 9:00 a.m. to 12:00 p.m. Pacific Time, on a day that TCX is open for business, excluding holidays.
   9. “TCX” means Closing Technology & Services, Inc. dba The Closing Exchange.
   10. “Unavailable” and “Unavailability” means that the Services have no external connectivity during a period of five consecutive minutes and the Client attempts but is unable to access data by means of the Services during that same time period. Under no circumstances will the Services be considered Unavailable if test packets directed by TCX or its designee to the primary servers hosting the Services indicate that it is functional as reflected in TCX server logs.
2. Availability Commitment. TCX will use commercially reasonable efforts to make the Services available with a Monthly Uptime Percentage of at least 99% during any monthly billing cycle (the “Availability Commitment”). 
3. Standard Services Technical Support 
   1. Standard technical support for the Services (the “Standard Services technical support”) will include (i) bug fixes, (ii) resolution of known and reported issues to the Services, (iii) general advice on reported issues with the Services, and (iv) upgrades to the Services, including patches and new releases. 
4. Full Services Technical Support
   1. Full Services technical support includes all Standard Services technical support plus training and any other technical support as may be set forth in an SOW.
5. Contacting Technical Support 
   1. Contact Methods. TCX may provide technical support for the Services to Client via email, via chat feature, or during Support Hours by telephone. Please see https://www.theclosingexchange.com/company.asp?page=contactus for our email address and telephone number or our postings on our website or in connection with the Services. For all support inquiries, excluding errors, TCX will use commercially reasonable efforts to respond within one business day. Only issues reported using the methods in this Section 5 are subject to the response times set forth in Section 6. 
   2. Support Request Information. All support requests should include the Client name, a description of the problem, email address and telephone number of the Client contact person. Client should provide as much information about the problem as possible. A TCX technical support specialist will contact Client by either a return e-mail, a return phone call or via chat and will confirm that TCX has received and logged the problem. 
6. Response Times. TCX shall use commercially reasonable efforts to correct the defects and install enhancements as reasonably necessary to operate the Services. Errors will be categorized by the Client and reported to TCX as Critical Errors, Medium Errors or Low Errors. TCX will use commercially reasonable efforts to adhere to the following response and restoration time frames. 

1. TCX SLA Exclusions. The Availability Commitment and Service commitment do not apply to any Unavailability or inaccessibility of the Services, or any other Services performance issues, caused by or arising from, in whole or in part:
   1. Maintenance;
   2. factors outside of TCX’s control including, but not limited to, a Force Majeure event, Internet access failure, or problems beyond the demarcation point of the TCX network;
   3. any action or inaction of the Client or any third party;
   4. Client’s negligence or breach of obligations under the Agreement;
   5. the equipment, software, or other technology of the Client or any third party;
   6. an interruption or shut down of the Services due to circumstances believed by TCX or its third party providers to be a significant threat to the normal operation of the Services, the facility from which the Services are provided, or access to or integrity of Client’s data (e.g., a hacker or a virus attack);
   7. TCX’s suspension or termination of the Client’s right to use the Services in accordance with the Agreement; or
   8. lack of availability or untimely response time of Client to respond to incidents that require Client’s participation for source identification or resolution.