Cloud Services Agreement

This Splice Machine Cloud Services Agreement, together with Customer’s selections made during the registration process (“the “Agreement”), governs Customer’s use of Splice Machine’s Cloud Service(s). The Agreement is between Splice Machine, Inc., a Delaware corporation with offices located at 44 Tehama Street, San Francisco, CA 94105 (“Splice Machine” or “we” or “us”) and you, the customer accepting this Agreement (“Customer” or “you”), and is effective on the date that Customer first indicates its acceptance of this Agreement (the “Effective Date”).

You are responsible for reviewing this Agreement before clicking “I accept the Splice Machine Agreement” or accessing the Service. By clicking to accept this Agreement, you are agreeing to be bound by it; if you are an individual acting on behalf of an entity or organization, you represent that you have the authority to bind it as Customer and enter into this Agreement on Customer’s behalf. If you do not have that authority, or if Customer does not agree with this Agreement, then neither you nor Customer should click to accept and Splice Machine does not authorize you or Customer to access or use our Service.

1. Subscription. Subject to this Agreement, during the Term, Splice Machine will provide Customer with a Trial or a paid subscription to access and use the Service as selected by Customer, solely for Customer’s own use in connection with its own internal business purposes. Customer’s rights to access and use the Service are personal, non-exclusive, non-transferable and non-sublicensable. Customer’s ordering selections are part of and incorporated by reference into this Agreement; by accessing or using the Service, Customer agrees to be bound by the terms of this Agreement and its Service selections. Trial subscriptions are provided to Customer at no cost for a limited Term of 14 days unless otherwise agreed in writing.

2. Definitions. “Service” means the automated online transactional processing, analytic processing, and related services provided by Splice Machine using Splice Machine’s software and based on the data provided by Customer (“Data”). Customer will own the results of processing of Customer’s Data (“Output”).

3. Customer Data License. Customer hereby grants Splice Machine a worldwide, nonexclusive, royalty-free, fully paid up license during the Term to access, copy, display, transmit, and otherwise use, including through subcontractors, the Data to develop and provide the Service to Customer. As between the parties, Customer is and will be solely responsible for all Data, including its accuracy, content, and legality, and will ensure compliance at all times with any and all applicable laws, rules, regulations relating to its use of Data on the Service. Customer represents and warrants that: it has sufficient rights in its Data to grant the license granted herein and to use and permit the use of its Data in connection with the Service under this Agreement; that the Data does not infringe any personal, privacy, or intellectual property right of any third party; and that the Data will not include any matter that is obscene, illegal, or otherwise of a nature that may expose Splice Machine to liability. Customer will maintain an adequate back-up of all Data; Splice Machine bears no risk of loss of Data. Splice Machine is under no obligation to review any Data for accuracy or potential liability. Customer represents and warrants that it has all necessary right, title, interest and consent necessary to allow Splice Machine to use its Data for the purposes permitted under this Agreement.

4. Access to the Service. Once authorized, Customer may access the Service through management and database-specific accounts (each, an “Account”). Splice Machine will enable Customer to use or create a user ID and password (collectively, “Credentials”) applicable to each Account. Credentials are personal in nature and may be used only by designated employees within Customer’s organization or contractors who are contractually required to comply with the terms of this Agreement (such individual, as applicable, the “User” of the Account). Customer is solely responsible for all use of the Service by each User and for compliance by each User with the applicable terms of this Agreement. Customer will ensure the security and confidentiality of all Credentials and will notify Splice Machine immediately if any Credentials are lost, stolen or otherwise compromised. As between the parties, Customer is responsible for all costs, fees, liabilities or damages incurred through use of Credentials (whether lawful or unlawful) and that any Service ordered or transactions completed through any Account or under any Credentials will be deemed to have been lawfully completed by Customer. In no event will Splice Machine be liable for the foregoing obligations or Customer’s failure to fulfill such obligations. Customer is solely responsible, at its own expense, for acquiring, installing and maintaining all hardware, software and other equipment as may be necessary for it and its Users to connect to, access, and use the Service.

5. Intellectual Property. As between the parties: (a) Splice Machine owns all right, title, and interest in and to the Service, including all improvements, derivatives, and enhancements thereto, and all related intellectual property rights thereto and therein; and (b) Customer owns all right, title, and interest in and to all Data. For avoidance of doubt, as between the parties, Customer owns and shall own all Output generated from its Data through the Service. No implied rights or licenses are conveyed by this Agreement; all rights are specific to the parties and do not extend to their parents, subsidiaries or affiliates, and all rights in and to the Service not expressly granted to Customer in this Agreement are reserved by Splice Machine and its suppliers. Splice Machine may collect and use data relating to the Service and its performance freely, so long as Customer is not identifiable as the source of such data.

6. Publicity. So long as Customer’s paid subscription is active, Splice Machine may identify Customer as a customer of the Service and may display Customer’s name and logo on Splice Machine’s website and other marketing materials; Splice Machine agrees to make good faith efforts to comply with any trademark usage requirements provided by Customer in connection with such use. Customer will reasonably cooperate with Splice Machine in the creation and issuance of a press release and case study regarding Customer’s use of the Service. Issuance of the press release and case study will be subject to Customer’s prior written approval, not to be unreasonably withheld, conditioned, or denied.

7. Support. During the paid subscription term, Splice Machine will provide Customer with support for the Service (“Support”); support is provided at the Standard level unless Customer opts to upgrade to Business Support.

8. Fees. During a paid subscription Term, Customer will pay Splice Machine all fees applicable based on its selections (typically a base monthly fee with variable additional charges) and any fees otherwise agreed between the parties (collectively, “Subscription Fees”). Subscription Fees are payable monthly in advance on the 1st of the month, pro-rated for any partial months (e.g., for service changes). Customer authorizes Splice Machine to charge Subscription Fees in accordance with the payment mechanism(s) selected by Customer; in specific, (a) if Customer selected payment by ACH, Customer authorizes Splice Machine to electronically debit Customer’s account and, if necessary, electronically credit Customer’s account to correct erroneous debits; and (b) if Customer selected payment by credit card, Customer grants Splice Machine the right to charge the credit card and if necessary to credit it to correct erroneous debits; in each case for all Subscription Fees incurred under this Agreement. All amounts are invoiced, and must be paid, in U.S. dollars. Until paid in full, all past due amounts will bear an additional charge of the lesser of 1.5% per month or the maximum amount permitted under applicable law. If Splice Machine requires use of collection agencies, attorneys, or courts of law for collection on Customer’s account, Customer will be responsible for those expenses. Except for the limited exceptions expressly specified in this Agreement, all fees are nonrefundable once paid. If Customer reduces its service levels, Splice Machine will provide Customer with a credit equal to the difference between any prior prepaid Subscription Fee and the new, lower Subscription Fee based on the lower service level; for avoidance of doubt, such credits are applicable against future Subscription Fees only and not redeemable for cash. Fees exclude any applicable sales, use, value-added, property, and other taxes, including duties and similar mandatory payments; as between the parties, Customer is solely responsible for payment of any such taxes (other than taxes based on Splice Machine’s net income in its state of residence). Splice Machine may increase Fees by notifying Customer in writing of the change at least thirty (30) days in advance of the increase; unless Customer terminates, the Fee changes will take effect at the beginning of the next month.

9. Confidentiality. In the course of performing this Agreement, the parties may disclose to each other Confidential Information.

9.1. Definition. “Confidential Information” means information in written form and clearly marked as confidential or proprietary, or if initially disclosed in any other form, identified at the time of disclosure as confidential or proprietary and subsequently reduced to writing within thirty (30) days, or that a party reasonably ought to recognize as proprietary or confidential under the circumstances. Confidential Information may include, but is not limited to, information concerning software, inventions, business and financial information, customer information, and confidential know-how and trade secrets. Customer agrees that software, algorithms, source code, and other technology used by Splice Machine in connection with the Service, and any non-public documentation, performance information, benchmarks, or other analysis relating to the Service and any suggestions, comments, or other feedback provided by Customer to Splice Machine regarding the Service (“Feedback”), are and will be Confidential Information of Splice Machine, whether or not marked as such, and Customer irrevocably assigns Splice Machine all right, title and interest in any Feedback it provides.

9.2. Use and Protection. Each party agrees: (i) to use any Confidential Information of the other party only to perform its obligations under this Agreement; (ii) to disclose the other party’s Confidential Information only to those of its employees (or third-party subcontractors permitted under this Agreement) who have a need to know such Confidential Information for purposes of this Agreement and who are under a duty of confidentiality no less restrictive than that set forth herein; (iii) to protect such Confidential Information from unauthorized use, access or disclosure in the same manner that it protects its own similar Confidential Information, but in no event with less care than a reasonably prudent business would exercise; and (iv) to promptly notify the other party of any actual or potential unauthorized access to or use of Confidential Information.

9.3. Exceptions. The foregoing restrictions on disclosure shall not apply with respect to any information which: (a) was or becomes generally known or publicly available through no act or failure to act on the part of the receiving party; (b) is known by the receiving party without restrictions on disclosure at the time of receiving such information as evidenced by its records; or (c) is rightfully furnished to the receiving party without restrictions on disclosure by a third party without a breach of such third party’s obligations of confidentiality. A party may disclose Confidential Information without breach of this Section 6 if required by law, court order, or other similar authority, so long as it provides the party whose Confidential Information is affected with prompt written notice of the requirement before making the required disclosure (to the extent legally permitted to do so), provides reasonable assistance if that party seeks a protective order protecting it, and discloses the Confidential Information only to the extent so required.

10. Term and Termination.

10.1. Term, Termination. The term of this Agreement (“Term”) begins on the Effective Date and continues in effect until terminated by Customer or Splice Machine in accordance with this Section 10. Termination of one Trial or subscription does not affect other Trials or subscriptions then in effect. Either party may terminate for convenience upon thirty (30) days’ written notice in addition, either party may terminate for any breach not corrected within ten (10) days of written notice to the other party of the breach (or immediately by written notice, in case of breach of Section 7 (Confidentiality)). Termination of this Agreement does not affect existing payment obligations, nor does it give rise to any right to refund of prepaid fees.

10.2. Effect of Termination or Expiration. Upon termination or expiration of this Agreement for any reason: (a) all rights and subscriptions granted to Customer under this Agreement will terminate; (b) Customer will immediately cease all use of and access to Service; (c) all Fees then owed will become immediately due and payable; (d) Customer will immediately either return to Splice Machine or, at Splice Machine’s discretion, destroy the Credentials, any Splice Machine Confidential Information, and other information related to this Agreement in Customer’s possession or control; and (e) Splice Machine will delete any Customer Data or other Customer Confidential Information within 10 days after the date of termination. Section 8, Section 9, this subsection 10.2, and Sections 11 through 14 will survive any termination or expiration of this Agreement.

11. Warranties.

11.1. Mutual. Each party hereby represents, warrants, and covenants to the other that: (a) it has the full right, power and authority to enter into and perform the obligations set forth in this Agreement; (b) this Agreement is a valid and binding obligation of such party; and (c) it will comply with all applicable laws, rules and regulations in its performance under this Agreement.

11.2. By Splice Machine. Splice Machine represents and warrants that (i) it will not knowingly include in the Service any computer code or other computer instructions, devices, or techniques that intentionally disrupt, disable, harm, infect, defraud, damage, or otherwise impede in any manner the operation of a network, computer program or computer system, or any component thereof (including disabling devices, Trojans, or time bombs); and (ii) it will make commercially reasonable efforts to operate the Service in accordance with this Agreement. Customer’s sole and exclusive remedy and Splice Machine’s sole and exclusive obligation in the event of any failure by Splice Machine to comply with the foregoing subpart (ii) shall be, at Splice Machine’s option, to re-perform the affected Service or to provide Customer with a refund, pro rata based on the number of hours or days affected, of Fees actually paid by Customer for the affected Service.

11.3. Disclaimers. EXCEPT FOR THE EXPRESS LIMITED WARRANTY IN SECTION 11.2, ALL SERVICES OR OTHER MATERIALS PROVIDED BY SPLICE MACHINE UNDER THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO THE SERVICE, IMPLEMENTATION SERVICES, SUPPORT, AND ANALYTICS, ARE PROVIDED STRICTLY “AS IS” AND “AS AVAILABLE,” AND SPLICE MACHINE AND ITS PROVIDERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES OF ANY KIND OR NATURE WITH RESPECT THERETO, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY, SYSTEM INTEGRATION, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. SPLICE MACHINE AND ITS SUPPLIERS DO NOT WARRANT OR REPRESENT THAT THE SERVICE, DOCUMENTATION, DELIVERABLES, OR (IF APPLICABLE) ANY SERVICES OR SUPPORT, WILL BE FREE FROM ERRORS OR BUGS OR THAT THEIR USE WILL BE UNINTERRUPTED OR ERROR-FREE, NOR DO THEY MAKE ANY REPRESENTATIONS REGARDING THE RESULTS OF SERVICES OR SUPPORT OR ANY DELIVERABLES IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. CUSTOMER ACKNOWLEDGES THAT IT HAS NOT RELIED ON ANY WARRANTIES OTHER THAN THOSE SET FORTH IN THIS AGREEMENT.

12. Indemnification.

12.1. By Splice Machine. Splice Machine will, at its expense, defend Customer against, and pay all damages and costs finally awarded against it (or settled upon) arising from, any claim brought by a third party (a “Claim”) against Customer that the Service as provided and used as permitted under this Agreement (excluding Customer’s Data) infringes any U.S. patent or copyright or infringes any trade secret of that third party. If Customer is, or Splice Machine reasonably believes Customer may be, enjoined from using the Service(s), Splice Machine, at its own option and expense, may procure the right for Customer to continue using the affected Service, replace or modify the affected Service so that it becomes non-infringing, or provide Customer a pro-rata refund of pre-paid amounts applicable to the affected Service (if any) and terminate this Agreement. This Section 12.1 constitutes Splice Machine’s sole and exclusive liability, and Customer’s sole and exclusive remedy, for any infringement or misappropriation of any intellectual property rights or other right claimed by a third party by or through the Service.

12.2 By Customer. Customer will, at its expense, defend Splice Machine against and pay all damages and costs finally awarded against Splice Machine (or settled upon) arising from any claim brought by a third party against Splice Machine arising out of (i) Customer’s use of the Service; (ii) Customer’s Data, including but not limited to a Claim that the Data infringes the intellectual property, privacy, or other right of a third party.

12.3. Conditions. Each party’s indemnification obligations are conditioned upon the party to be indemnified (the “Indemnified Party”) providing the indemnifying party (“Indemnifying Party”) with: (1) prompt written notice of the existence of any Claim; (2) sole control over the defense or settlement of the Claim; and (3) assistance at the Indemnifier’s request, as reasonably necessary for the defense of the Claim. The Indemnifying Party will not settle any Claim unless (a) the settlement includes an unconditional release of the Indemnified Party from liability on all Claims, and (b) it has obtained the prior written consent of the Indemnified Party, not to be unreasonably withheld, conditioned, or delayed.

13. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SPLICE MACHINE BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF OR RELATED TO THIS AGREEMENT, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT, EVEN IF SPLICE MACHINE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING ANY LOSS OF DATA, OPPORTUNITY, REVENUES, OR PROFITS, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES. SPLICE MACHINE’S ENTIRE LIABILITY TO CUSTOMER, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION OR THEORY OF LIABILITY (INCLUDING CONTRACT, TORT, OR WARRANTY) ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO SPLICE MACHINE FOR THE APPLICABLE SUBSCRIPTION DURING THE TWELVE MONTHS PRECEDING THE DATE THE CLAIM AROSE. THE EXISTENCE OF ONE OR MORE CLAIMS WILL NOT ENLARGE THE APPLICABLE LIMIT. THE PARTIES ACKNOWLEDGES THAT THIS SECTION 13 ALLOCATES RISK BETWEEN THEM, AND THAT SPLICE MACHINE’S FEES REFLECT THIS ALLOCATION. BOTH PARTIES ACKNOWLEDGE AND AGREE THAT THIS SECTION IS AN ESSENTIAL ELEMENT OF THE AGREEMENT AND THAT, WITHOUT IT, THE ECONOMIC TERMS OF THIS AGREEMENT WOULD BE SUBSTANTIALLY DIFFERENT.

14. General. This Agreement, including any selections made by Customer and Exhibits A-1 or A-2 as applicable, forms the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all other agreements between them, whether written or oral, relating to the subject matter of this Agreement; it can be modified only by a written amendment signed by both parties. It may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same agreement. Except as otherwise specified herein, this Agreement may be modified or amended only in a writing executed by each party; notwithstanding the foregoing, Customer acknowledges and agrees that Splice Machine may change and update its Service from time to time, and further agrees that Splice Machine may amend the terms of this Agreement from time to time, with reasonable notice to Customer (including through the Service), and in such case, Customer’s continued use of the Service after the effective date thereof shall be deemed to constitute Customer’s acceptance and agreement to the Agreement as amended. Preprinted terms on any other document (e.g., purchase orders, RFPs, etc.) are null and void and without force or effect. The waiver of any breach or default of this Agreement will not constitute a waiver of any subsequent breach or default, and will not act to amend or negate the rights of the waiving party. If any provision of this Agreement is determined to be invalid, illegal, or unenforceable in any respect under any applicable law, then such provision will be severed and replaced with a new provision that most closely reflects the original intention of the parties, and the remaining provisions of this Agreement will remain in full force and effect. Delay in the performance of any duties or obligations of either party will not be considered a breach of this Agreement if caused by a fire, earthquake, flood or any other event beyond the control of the affected party (i.e., force majeure), provided that that party uses reasonable efforts, under the circumstances, to resume performance as soon as reasonably practicable. The parties are independent contractors; neither is an agent, partner, or representative of the other. Customer agrees to comply with all export and import laws and regulations of the United States and other applicable jurisdictions. Without limiting the foregoing, (i) Customer represents and warrants that it is not listed on any U.S. government list of prohibited or restricted parties or located in (or a national of) a country that is subject to a U.S. government embargo or that has been designated by the U.S. government as a “terrorist supporting” country, (ii) Customer will not (and will not permit any third parties to) access or use the Service in violation of any U.S. export embargo, prohibition or restriction, and (iii) Customer will not submit to the Service any information that is controlled under the U.S. International Traffic in Arms Regulations. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without giving effect to principles of conflicts of law. Any dispute hereunder will be negotiated in good faith between the parties within forty-five (45) days commencing upon written notice from one party to the other and neither party will file an action prior to the termination of such forty-five (45) day period. All disputes, controversies or disagreements which may arise between the parties, in relation to or in connection with this Agreement, or for the breach hereof shall be finally settled by arbitration in San Francisco, California, USA, in accordance with the Comprehensive Arbitration Rules of JAMS. The award rendered by the arbitrators shall be final and binding upon both parties. The parties may apply to for a temporary restraining order, preliminary injunction, or other interim or conservatory relief, as necessary, without breach of this arbitration agreement and without any abridgment of the powers of the arbitrator; both parties agree that any such application will be filed only in the state or federal courts in and for San Francisco, California, and each party hereby consents and submits to the personal and exclusive jurisdiction of such courts for the purposes of litigating any such action. Neither this Agreement nor any of Customer’s rights or obligations hereunder may be assigned or transferred by Customer (in whole or in part and including by sale, merger or operation of law) without the prior written approval of Splice Machine. Any assignment in violation of the foregoing will be null and void. This Agreement is binding upon and intended solely for the benefit of the parties, their successors, and permitted assigns. Notices to Customer will be sent to the email or postal address supplied by Customer at registration. Notices to Splice Machine must be sent to it at 44 Tehama St, San Francisco, CA 94105, attn. Legal, with a copy by email to [email protected] Either party may change its contact information by written notice to the other party. Customer agrees that Splice Machine may communicate with it by email, and that email notices sent to Customer’s email address of record qualify as written notice and are effective upon sending absent receipt of a bounceback, out-of-office message, error message, or other evidence of nondelivery or delayed receipt.

Exhibit A-1 — Splice Machine Standard Support Terms

If Customer selected “Standard Support” for a paid instance of Splice Machine, these Standard Support Terms form part of the Agreement between Customer and Splice Machine, and sets forth the process and response commitments for requesting and providing Support.

Standard Support is included with a paid subscription at no additional cost, and provides Customer with support coverage through a single identified Customer technical support contact, as described below. For Trial customers, Splice Machine will make best efforts towards providing Standard support. Customer is responsible for providing first-line support (i.e., internal support for its personnel and external support for Customer’s customers). Response times are based on Customer’s good-faith description of the severity of the issue experienced.

Coverage Hours	Monday to Friday, 9am-6pm Pacific (subject to local holidays)
Response Times (based on Customer’s good faith identification of issue severity level)	Severity Level	Target Response Time
	System Impaired: Customer experiences one or more significant issues with Service quality, speed, functionality, or complete loss of Service functionality	<12 business hours
	Other Issues: All other issues, including general queries and guidance	<24 business hours
Customer’s Named Technical Support Contact(s)	One
Authorized Support Channels	Email – [email protected] Web – splicemachine.zendesk.com
Pricing	Included with Service subscription

Splice Machine will use commercially reasonable efforts to respond to each reported issue by the target response time, and to provide a resolution as soon as commercially reasonable, such as:

A reasonable work-around
A patch or other update to the Service
A specific action plan as to how the issue will be addressed, with an estimate for how long it will take to resolve or provide a workaround.

Splice Machine has no obligation to address or resolve issues caused by:

use of the Service other than as authorized
Customer Data
other factors beyond its reasonable control, including but not limited to acts or omissions of Customer or a third party, and any equipment, systems, or services not provided by Splice Machine.

Customer acknowledges that the Service may be unavailable from time to time for scheduled maintenance, typically planned for low-use times (“Scheduled Downtime”). Splice Machine will use commercially reasonable efforts to provide advance notice of Scheduled Downtime.

Exhibit A-2 — Splice Machine Business Support Terms

If Customer selected “Business Support” for a paid instance, these Business Support Terms form part of the Agreement between Customer and Splice Machine, and set forth the process and response commitments for requesting and providing Support.

Business Support is an optional support upgrade. Response times are based on Customer’s good-faith description of the severity of the issue experienced.

[Business Support also includes a service level commitment (“SLA”) as detailed below.]

Coverage Hours	24/7/365
Response Times (based on Customer’s good faith identification of issue severity level)	Severity Level		Target Response Time
	Production System Down: Customer experiences complete loss of Service on production cluster		<1 hour
	Production System Impaired: Customer experiences one or more significant issues with Service quality, speed, or functionality, on production cluster		<4 hours
	System Impaired: Customer experiences one or more significant issues with Service quality, speed, or functionality, on non-production cluster		<12 hours
	Other Issues: All other issues, including general queries and guidance		<24 hours
Named Technical Support Contacts	Unlimited
Authorized Support Channels	Email – [email protected] Web – splicemachine.zendesk.com
Pricing	Greater of:	$500/month OR
		10% of monthly Splice usage for first $0-$10K 7% of monthly AWS usage from $10K-100K.

Splice Machine will use commercially reasonable efforts to respond to each reported issue by the target response time, and to provide a resolution as soon as commercially reasonable, such as:

A reasonable work-around
A patch or other update to the Service
A specific action plan as to how the issue will be addressed, with an estimate for how long it will take to resolve or provide a workaround.

Production System Down issues will be escalated to Splice Machine senior management, and Splice Machine will use commercially reasonable efforts to provide a resolution within 24 hours of issue reporting.

Exclusions. Splice Machine has no obligation to address or resolve issues caused by:

Use of the Service other than as authorized
Customer Data
Other factors beyond Splice Machine’s reasonable control, including but not limited to the acts or omissions of Customer or a third party, and equipment, systems, or services not provided by Splice Machine.

SLA Commitment and Remedy

During Customer’s subscription, Splice Machine’s target Service availability commitment is 99.9% per calendar month, excluding Scheduled Downtime as defined below. If the Service fails to meet that commitment in a given calendar month, Customer’s sole and exclusive remedy is a credit, applicable against subscription fees, calculated based on the formula below (a “Credit”), to Customer. To receive Credit, Customer must notify Splice Machine in writing of the breach within two weeks of the end of the calendar month in which it occurred. Credits may not be exchanged for money, and automatically expire if not used within one calendar year of the date provided.

Credit Formula: Percent of month affected by outage, multiplied by Customer’s monthly subscription fee

Scheduled Downtime. Customer acknowledges that the Service may be unavailable from time to time for scheduled maintenance, typically planned for low-use times (“Scheduled Downtime”). Splice Machine will use commercially reasonable efforts to provide at least 24 hours advance notice to Customer via email or the Service interface advance notice of Scheduled Downtime. Scheduled downtime is capped at 6 hours per calendar month.

Address Change September 10, 2019