Service Level Agreement

Last Updated: January 1, 2023

DEFINITIONS

  • “External Service”: Any software used by GP Flow in connection with the provision of the Service which is administered by a third-party. External services include, but are not necessarily limited to, the following: DNS servers, hosting providers, email servers, and the like.
  • “Unavailable”: each Service licensed to Licensee pursuant to an applicable Order Form will be considered unavailable for the purposes of this SLA if the Licensee is unable to access it.
  • “Monthly Uptime Percentage”: Calculated by subtracting from 100% the percentage of total number of minutes during the month in which the Service is Unavailable, except where such unavailability results from the causes listed in the Exclusions section below.
  • “Planned Downtime”: Planned Downtime is any instance where GP Flow intentionally causes the Service to be Unavailable, provided that (i) such instance is done for purpose of reasonably updating, upgrading or maintaining the Service or its underlying infrastructure (for example, without limitation, operating system upgrades, hardware repairs, database backups, data center moves, or the like); (ii) such instance occurs outside of normal business hours (9am – 9pm U.S. Eastern Time Monday – Friday, U.S. Federal holidays excluded); and (iii) in each such instance, GP Flow uses all reasonable efforts to provide notice to Licensee at least 48 hours in advance.
  • “Service Credit”: A Service Credit is a credit to be applied to Licensee’s next payment of fees to be awarded to Licensee in the event of Unavailability not attributable to the Exclusions set forth below. In the event that Licensee’s fees have been fully paid and Licensee’s GP Flow subscription does not renew, any outstanding Service Credits accrued during the term of the Agreement will be paid out to Licensee at the end of the term as a partial refund of prepaid Fees. Service Credits will be awarded in increments equal to one (1) day of fees paid pursuant to the Agreement between GP Flow and Licensee.

EXCLUSIONS

Service Credits will not be awarded in the event of any of the following:

  1. Unavailability attributable to an External Service outside of GP Flow’s reasonable control.
  2. Unavailability attributable to Licensee’s equipment, software or network.
  3. Planned Downtime, provided that GP Flow shall ensure that there are no more than 4 instances of Planned Downtime for the application during any thirty-day period.
  4. Any Unavailability caused by actions of Licensee or Licensee’s personnel or agents, unless that action was undertaken at the express direction of GP Flow or GP Flow’s personnel or agents.
  5. Unavailability attributable to general Internet services (e.g. internet backbone, etc.).
  6. Unavailability caused by force majeure circumstances (e.g., fires, floods, acts of God, acts of government, civil unrest, Internet service provider failures or delays, denial of service attacks, etc.).

SERVICE COMMITMENTS

Licensee may receive Service Credits by providing a written request to GP Flow no later than 30 days after the last day of the month during which the Unavailability for which such Service Refunds are being applied occurred.

Guarantees for GP Flow’s application are i) If the Monthly Uptime Percentage is less than 99.0%, 5 Service Credits will be awarded, and ii) if the Monthly Uptime Percentage is less than 98.0%, 10 Service Credits will be awarded.

If Licensee is awarded more than 15 Service Credits in a 90-day period, Licensee may, notwithstanding anything to the contrary in the Agreement, terminate this Agreement immediately for cause by providing written notice to GP Flow and will be entitled to a refund of any prepaid fees covering the period from the date of termination through the end of the term.

If the Monthly Uptime Percentage is less than 90% in a given month, whether attributable to GP Flow or its External Services, Licensee may, notwithstanding anything to the contrary in the Agreement, terminate this Agreement immediately for cause by providing written notice to GP Flow and will be entitled to a refund of any prepaid fees covering the period from the date of termination through the end of the term.