Pypestream Service Level Agreement

This Service Level Agreement (this “SLA”) governs Customer’s use of the Cloud Service during the Term, and unless otherwise provided herein, is subject to the provisions of the agreement entered into by Customer with Pypestream and that incorporates this SLA by reference (the “Agreement”). Unless otherwise expressly defined below, capitalized terms used in this SLA have the meanings assigned to them in the Agreement. If a capitalized term is not defined or has a meaning ascribed to it in the context in which it is used, the capitalized term will have the industry standard meaning.

1. Definitions

• • “Actual Availability” means the time, in minutes, during a calendar month during which the Cloud Service is Available less Permitted Downtime.
  • “Available” (and its variants) means the Cloud Service is generally accessible and available for use by Customer’s Authorized Users.
  • “Error” means any demonstrable error or defect in the Cloud Service that causes the Cloud Service to not comply with the Documentation in any material respect.
  • “Extended Support Hours” means 24 hours per day, 7 days per week, every day of the applicable calendar year.
  • “Normal Support Hours” means 9:00 AM to 6:00 PM Eastern time, Monday through Friday, excluding U.S. federal and bank holidays.
  • “Permitted Downtime” means the time, in minutes, that the Cloud Service is Unavailable due to: (i) inaccessibility or lack of Availability due to Customer’s or its end-users’ acts or omissions; (ii) any matter included within the Service Exclusions; (iii) Scheduled Maintenance; or (iv) reasonable emergency maintenance.
  • “Scheduled Maintenance” means scheduled maintenance during maintenance windows as reasonably determined by Pypestream, including but not limited to: (i) 1:00 AM to 4:00 AM Eastern time each Saturday; and (ii) any other scheduled maintenance of which Pypestream provides Customer at least fourteen (14) calendar days’ advance notice.
  • “Unavailable” means the Cloud Service is not Available.
  • “Uptime Commitment” means the Cloud Service’s Actual Availability is at least 99.5% of the total time, in minutes, in each calendar month during the Term.

2. General

During the Term, Pypestream will provide Customer the following support services with respect to the Cloud Service (the “Support Services”):

• • Pypestream will use commercially reasonable efforts to meet the Uptime Commitment. Pypestream will measure the Cloud Service’s Actual Availability using its system records and, to the extent provided by Customer, any reasonable information Customer provides in relation to the Cloud Service’s Availability. Upon Customer’s reasonable request, Pypestream will make available to Customer reasonable reports regarding the behavior of the Cloud Service, such as, by way of example and without limitation, average response times.
  • Pypestream will use commercially reasonable efforts to provide technical support for the Cloud Service via its standard support channels—currently online via the Pypestream Help Center (https://support.pypestream.com/—during Pypestream’s Normal Support Hours or, if the Error is a Severity 1 Error (as defined below), during Extended Support Hours. When requesting support on behalf of, or for the benefit of, an end-user, Customer must redact or remove from its support request and any follow-up communications any and all Personal Data relating to such end-user. Customer is solely responsible for any liability of any kind relating to its failure to do so.
  • Pypestream will maintain a business continuity plan for the Cloud Service that includes disaster recovery (the “BCP”). In accordance with the BCP, Pypestream will commit to: (i) a disaster recovery time objective of 24 hours measured from the time that the Cloud Service becomes completely Unavailable until it is Available again; and (ii) a recovery point objective of 24 hours measured from the time that the first transaction is lost until the Cloud Service became Unavailable. Pypestream will review and test the Business Continuity Plan once every 6 months, and will make available a written summary of the results of the most recent test available to Customer upon reasonable request.

3. Service Credits

• • Service Failures and Service Credits. If (i) the Uptime Commitment is not met during any particular calendar month during the Term or (ii) if Pypestream fails to meet the Target Response Times described in Table 1 below (1) two (2) or more times in a calendar month with respect to Severity 1 Errors (a “Level 1 Response Failure”) or (2) five (5) or more times in a calendar month with respect to any combination of Severity 1, Severity 2, or Severity 3 Errors (a “Level 2 Response Failure”) (each of (i) and (ii), a “Service Failure”), then Customer will be eligible for a credit against future Charges (a “Service Credit”) in accordance with Table 2 and Table 3 below, respectively:

Table 1: Target Response Times

Table 2: Uptime Commitment Failure

Table 3: Response Failures

• • Requesting a Service Credit. To request a Service Credit, Customer must send an email to Pypestream at billing@pypestream.com within thirty (30) days of the end of the month in which the Service Failure is alleged to have occurred containing all information reasonably necessary for Pypestream to evaluate Customer’s request, including Customer’s account information and reasonable detail regarding the alleged Service Failure. If Pypestream confirms that Customer is eligible for a Service Credit, Pypestream will issue the Service Credit to Customer’s account in the next billing cycle. Service Credits are calculated by multiplying the applicable Credit Percentage to the total Charges (including any Base Access Charges prorated on a monthly basis and any Charges for Overages but not any Maintenance Charges) paid by Customer during the contracted month. Service Credits are not refunds, cannot be exchanged for cash, and may only be used against future Charges. Service Credits are Customer’s sole and exclusive remedy, and Pypestream’s sole and exclusive liability, in connection with any actual or alleged Service Failure.

4. Service Exclusions

No Service Credits will be due for any failure to meet the Uptime Commitment or Target Response Times due to: (i) Permitted Downtime; (ii) issues relating to Customer’s or its end-users’ technology; (iii) issues relating to unsupported system configurations and platforms; (iv) force majeure events (as described in the Agreement); (v) issues relating to Customer’s or its end-users’ infrastructure, including but not limited to Customers or its end-users’ failure to use a browser or operating system supported by the Cloud Service as set forth in the Documentation; (vi) issues relating to Customer’s or its end-users’ technical failures, including but not limited to network, hardware, facility, or power failures; (vii) Customer’s or a third party’s misuse or improper use of the Cloud Service; (viii) a suspension or termination of the Agreement by either party in accordance with the Agreement; or (ix) any cause beyond Pypestream’s reasonable control, including but not limited to any infrastructure or technical failures of Pypestream’s service providers.

Last Updated: 03/09/2023