Split Software Terms of Service

Overview

By mutually executing one or more order forms with company which reference these terms (each, a “Service order”) or by accessing or using the services provided by Split Software, Inc. (“Split”) in any manner, you (“You” or “Customer”) agree to be bound by these terms (together with all order forms, the “Agreement”) to the exclusion of all other terms. You represent and warrant that you have the authority to enter into this agreement; if you are entering into this agreement on behalf of an organization or entity, references to “Customer” and “You” in this agreement, except this sentence, refer to that organization or entity. If you do not agree to all of the following, you may not use or access the services in any manner. If the terms of this agreement are considered an offer, acceptance is expressly limited to such terms.

1. Definitions

• “Agreement” means these Terms of Service, exhibits attached to these Terms of Service (“Exhibits”), and any Service Orders.
• “Aggregated Data” means Customer Data submitted to, collected by, or generated by Split and its Sub Processors in connection with Customer’s use of the Service, but only in aggregate form which is not linked specifically to Customer or any individual.
• “BAA” means the business associate agreement entered into by the parties, for the purposes of processing protected health information.
• “Contractors” means Customer’s third-party service providers.
• “Customer Data” shall mean any data, information or other material uploaded, or submitted by or for Customer to the Service in the course of using the Service. 
• “Deliverable” means those documents and information specified as deliverables under a SOW. 
• “Documentation” means Split self-help knowledgebase located at https://help.split.io/hc/en-us/ and https://docs.split.io.
• “DPA” means the agreement at https://www.split.io/legal/dpa/, or another mutually executed data processing addendum.
• “Personal Data” has the definition set forth in the DPA.
• “Service” means the service specified in the applicable Service Order.
• “Service Order” means a mutually executed transactional document between the parties that defines the services, quantity, price, term, invoicing, Use Limits, and other commercial terms, that references these Terms of Service.
• “SLA” means the attached Exhibit A – Service Level Agreement & Support.
• “SDKs” means certain software libraries, tools, an updates thereto provided at www.github.com/splitio.
• “Statement of Work” or “SOW” means a Service Order for supporting onboarding, implementation and configuration of the Service, which may include Deliverables, and training. For clarity, Customer is responsible for implementing the Service.
• “Sub-Processors” mean “Authorized Sub-Processors as defined in the DPA.
• “Support” means the support services described in Exhibit A Service Level Agreement & Support, at the level specified under the applicable Service Order. 

“Use Limits” mean the quantity of Seats, MTKs, Plan, (as those terms are defined at https://www.split.io/pricing/) and/or other limitations on use of the Service, as set forth in the Service Order.

2. SCOPE OF SERVICE AND RESTRICTIONS

2.1 Access to and Scope of Service. Subject to Split’s receipt of the applicable Fees in the corresponding Service Order Split will make the Service available to Customer as set forth in this Agreement and the Service Order. Subject to Customer’s compliance with the terms and conditions of the Agreement and the Service Order, Customer may access and use the Service during the period specified in the Service Order. Any use of the Service by Customer is solely for Customer’s internal business. Customer may permit its Contractors to access to the Services on Customer’s behalf, solely for Customer’s internal business. Customer agrees that it is responsible for its Contractor’s compliance with this Agreement. 

2.2 Restrictions. Customer will use the Service only in accordance with all applicable laws, including, but not limited to, laws related to data (whether applicable within the United States, the European Union, or otherwise). Customer agrees not to (and will not allow any third party to): (i) remove or otherwise alter any proprietary notices or labels from the Service or any portion thereof; (ii) reverse engineer, decompile, disassemble, or otherwise attempt to discover the underlying structure, ideas, or algorithms of the Service or any software used to provide or make the Service available; or (iii) rent, resell or otherwise allow any third party access to or use of the Service; (iv) modify, copy or create derivative works of the Service; (v) access the Service for the purpose of building a competitive product or service; (vi) publish any product evaluation, benchmarking or other comparative analysis of the Service without Split’s prior written consent;(vii) provide access to the Service by a known direct competitor of Split, for clarity, a Contractor who is a competitor of Split may not access the Service; (viii) do any “mirroring” or “framing” of any part of the Service, or create Internet links to the Service; (ix) access or otherwise use the Service in any manner if you are a competitor to Split; (x) share Seats; (xi) or exceed Use Limits.

2.3 Ownership. Split retains all right, title, and interest in and to the Service, and any software, products, works, Deliverables. or other intellectual property created, used, provided or made available by Split under or in connection with the Service. Customer retains all right, title, and interest in and to the Customer Data. Customer may from time to time provide suggestions, comments or other feedback to Split with respect to the Service (“Feedback”). Feedback shall not create any confidentiality obligation for Split. Customer shall, and hereby does, grant to Split a nonexclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid up license to use and exploit the Feedback to test, improve, and operate Split’s products and services. Split hereby grants to Customer a limited, non-exclusive license to internally use the Deliverables solely with the Service, for the duration of Term.

2.4 No Software. Customer acknowledges and agrees that no software code with respect to the Service or Deliverables will be provided to Customer by Split. The SDKs are necessary to access and use the Service. The SDKs are subject to applicable open-source licensing terms. Customer agrees that it is responsible for obtaining, installing and maintaining the SDKs, and complying with their applicable licenses. The SDKs may change from time-to-time, and Split will use commercially reasonable efforts to notify Customer if material changes occur. The SDKs are not part of the Service or Deliverables. SPLIT MAKES NO REPRESENTATIONS, WARRANTIES OR IS OTHERWISE LIABLE OR OBLIGATED HEREUNDER WITH RESPECT TO THE SDKS.

2.5 Customer Data. Customer is solely responsible for the content of Customer Data including, but not limited to: (a) compliance with all applicable laws and this Agreement; (b) any claims relating to Customer Data; (c) any claims that Customer Data infringes, misappropriates, or otherwise violates the rights of any third party; and (d) backing up and maintaining Customer Data. Customer hereby grants to Split a limited, worldwide, non-exclusive, sublicensable to Sub-Processors, royalty-free license during the Term to use, reproduce, electronically distribute, display, store, and make derivative works of Customer Data in order to analyze such Customer Data in connection with, and provide the Service, and any support or consultation services. Notwithstanding anything to the contrary, Customer acknowledges and agrees that Split and its Sub-Processors may generate Aggregated Data and use Aggregated De-identified Data for purposes of improving, testing, and operating their products and services. Customer, not Split, shall have sole responsibility for the accuracy, integrity, and appropriateness of all Customer Data. Split is not responsible to Customer for unauthorized access to Customer Data or the unauthorized use of the Service, and Customer is responsible for the use of the Service by any person to whom Customer has given access to the Service, even if Customer did not authorize such use. Customer agrees and acknowledges that Customer Data may be irretrievably deleted if Customer’s account is terminated. In the event and to the extent that the Services involve processing of Personal Data (as defined in the DPA) the DPA is hereby incorporated into this agreement by reference. In the event and to the extent that the services involve processing Protected Health Information (as defined under 45 CFR § 160.103), the parties agree to enter into a BAA, which upon execution shall be incorporated into this agreement by reference.

2.6 SLA and Support. Subject to Customer’s payment of the corresponding fees, Split shall provide Service and Support, at the level specified in the corresponding Service Order.2.7 Service Suspension. Split may suspend Customer’s access to or use of the Service as follows: (a) immediately if Split reasonably believes Customer’s use of the Service may pose a security risk to or may adversely impact the Service; (b) immediately if Customer become insolvent, has ceased to operate in the ordinary course, made an assignment for the benefit of creditors, or becomes the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding; (c) following thirty (30) days written notice if Customer is in breach of this Agreement or any Service Order (and has not cured such breach, if curable, within the thirty (30) days of such notice); or (d) Customer has failed to pay Split the Fees with respect to the Service. If any amount owing by Customer is thirty (30) or more days overdue (or 10 or more days overdue in the case of invoices to be paid by credit card), Split may, without limiting any rights and remedies, accelerate Customer’s unpaid fee obligations to become immediately due and payable, and suspend the provision of the Service to Customer until the overdue amounts are paid in full. Split will give Customer at least ten (10) days’ prior notice that its account is overdue before suspending services to Customer due to overdue amounts.

3. FEES AND TAXES

3.1 Fees. Customer shall pay to Split the fees as set forth in each applicable Service Order(s) (collectively, the “Fees”) and will provide accurate and updated billing contact information. Minimum commitments as set forth in Service Orders are (a) based on the Service purchased and not actual usage; (b) non-cancelable; and (c) cannot be decreased during the specified term set forth in such Service Order. Fees paid for minimum commitments and actual usage are not refundable. Customer’s payments of Fees are neither (x) contingent on the delivery of any future functionality or features, nor (y) dependent on statements not set forth in this Agreement. Customer agrees that Split may automatically increase the fees set forth in a Service Order by 3% upon any renewal of that Service Order, however this shall not limit the parties from mutually amending fees in a Service Order by a different amount.

3.2 Invoicing Terms. If the Service Order specifies that payment will occur by a method other than a credit card, Customer shall provide a purchase order number in the applicable amount (or reasonable alternative proof of Customer’s ability to pay the fees specified in a Service Order), and promptly notify Split of any changes necessary for payment of an invoice. Split will invoice Customer according to the billing frequency stated in the Service Order. Invoices to be paid by credit card are due on the invoice date, all other invoices are due pursuant to the corresponding Service Order. If any invoiced amount is not received by Split by the due date, then without limiting Split’s rights or remedies: (a) those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, and (b) Split may condition future renewals and Service Orders on shorter payment terms. If Customer is paying for the Service by credit card, Customer will provide Split with valid credit card information and promptly notify Split of any changes necessary to charge the credit card. The provision of credit card information to Split authorizes Split to charge the credit card for the Service(s) specified in a Service Order, and any renewal(s). If Split is required to initiate legal action due to nonpayment of fees, Customer shall bear all costs resulting from the collection of such fees.

3.3 Taxes. Any and all payments made by Customer in accordance with this Agreement are exclusive of any taxes that might be assessed against Customer by any jurisdiction. Customer shall pay or reimburse Split for all value-added, sales, use, property and similar taxes; all customs duties, import fees, stamp duties, license fees and similar charges; and all other mandatory payments to government agencies of whatever kind, except taxes imposed on the net or gross income of Split. All amounts payable to Split under this Agreement shall be without set-off and without deduction of any taxes, levies, imposts, charges, withholdings and/or duties of any nature which may be levied or imposed, including without limitation, value added tax, customs duty and withholding tax.

4. TERM AND TERMINATION

4.1 Term. The term of this Agreement shall commence on the Effective Date and unless terminated earlier according to this Section 3, will end on the last day of the term specified in a last Service Order (the “Term”). Each Service Order will renew automatically at the end of the applicable term unless either party provides to the other advance written notice with respect to non-renewal at least thirty (30) days prior to the end of the then current term.

4.2 Termination. This Agreement and the Service Orders hereunder may be terminated by either party: (a) if the other has materially breached this Agreement, within thirty (30) calendar days after written notice of such breach to the other party if the breach is remediable or immediately upon notice if the breach is not remediable; or (b) upon written notice if the other party (i) has made or attempted to make any assignment for the benefit of its creditors or any compositions with creditors, (ii) has any action or proceedings under any bankruptcy or insolvency laws taken by or against it which have not been dismissed within sixty (60) days, (iii) has effected a compulsory or voluntary liquidation or dissolution, or (iv) has undergone the occurrence of any event analogous to any of the foregoing under the law of any jurisdiction.

4.3 Effect of Termination. Upon any expiration or termination of this Agreement, Customer will immediately cease use of the Service. Any termination or expiration shall not relieve Customer of its obligation to pay all Fees accruing prior to termination. 

4.4 Survival. The following provisions will survive termination of this Agreement: Sections 1, 2.3 (Ownership), 4.3 (Effect of Termination), Sections 4.2 to 4.4 (Termination), Section 5 (Confidentiality), Section 6 (Indemnification), Section 8 (Limitation of Liability), Section 9 (Miscellaneous).

5. CONFIDENTIALITY

During the term of this Agreement, either party may provide the other party with confidential and/or proprietary materials and information (“Confidential Information”). All materials and information provided by the disclosing party and identified at the time of disclosure as “Confidential” or bearing a similar legend, and all other information that the receiving party reasonably should have known was the Confidential Information of the disclosing party, shall be considered Confidential Information. This Agreement is Confidential Information, and all pricing terms are Split Confidential Information. The receiving party shall maintain the confidentiality of the Confidential Information and will not disclose such information to any third party without the prior written consent of the disclosing party. Customer agrees that Split may share Customer’s Confidential Information with Split’s Sub-Processors for the sole purpose of providing the Services and to create Aggregated Data. The receiving party will only use the Confidential Information internally for the purposes contemplated hereunder. The obligations in this Section shall not apply to any information that: (a) is made generally available to the public without breach of this Agreement, (b) is developed by the receiving party independently from and without reference to the Confidential Information, (c) is disclosed to the receiving party by a third party without restriction, or (d) was in the receiving party’s lawful possession prior to the disclosure and was not obtained by the receiving party either directly or indirectly from the disclosing party. The receiving party may disclose Confidential Information as required by law or court order; provided that, the receiving party provides the disclosing with prompt written notice thereof and uses the receiving party’s best efforts to limit disclosure. At any time, upon the disclosing party’s written request, the receiving party shall delete to the disclosing party’s Confidential Information in its possession, including, without limitation, all copies and extracts thereof.

6. INDEMNIFICATION

6.1 Indemnification by Customer. Customer will defend, indemnify, and hold Split, its affiliates, suppliers and licensors harmless and each of their respective officers, directors, employees and representatives from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to any third party claim with respect to: alleged infringement or misappropriation of third-party’s intellectual property rights or privacy rights arising or resulting from Customer Data (“Customer Data Claim”). Notwithstanding any other provision in this Agreement, Customer shall have no obligation to indemnify or reimburse Split with respect to any Customer Data Claim to the extent arising from Split’s breach of its obligations under this Agreement.

6.2 Indemnification by Split. Split will defend, indemnify, and hold Customer, its affiliates, suppliers and licensors harmless and each of their respective officers, directors, employees and representatives harmless from and against any third party claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from claims by a thirty party that Customer’s use of the Service directly infringes or misappropriates a third party’s intellectual property rights (an “Infringement Claim”). Notwithstanding any other provision in this Agreement, Split shall have no obligation to indemnify or reimburse Customer with respect to any Infringement Claim to the extent arising from: (a) the combination of any products or services, other than those provided by Split to Customer in the Documentation, with the Service; or (b) Customer’s breach of its obligations under this Agreement. Customer agrees to reimburse Split for any and all damages, losses, costs and expenses incurred as a result of any of the foregoing actions.

6.3 Notice of Claim and Indemnity Procedure. In the event of a claim for which a party seeks indemnity or reimbursement under this Section 6 (each an “Indemnified Party”) and as conditions of the indemnity, the Indemnified Party shall: (a) notify the indemnifying party in writing as soon as practicable, but in no event later than thirty (30) days after receipt of such claim, together with such further information as is necessary for the indemnifying party to evaluate such claim; and (b) the Indemnified Party allows the indemnifying party to assume full control of the defense of the claim, including retaining counsel of its own choosing. Upon the assumption by the indemnifying party of the defense of a claim with counsel of its choosing, the indemnifying party will not be liable for the fees and expenses of additional counsel retained by any Indemnified Party. The Indemnified Party shall cooperate with the indemnifying party in the defense of any such claim. Notwithstanding the foregoing provisions, the indemnifying party shall have no obligation to indemnify or reimburse for any losses, damages, costs, disbursements, expenses, settlement liability of a claim or other sums paid by any Indemnified Party voluntarily, and without the indemnifying party’s prior written consent, to settle a claim. Subject to the maximum liability set forth in Section 8, the provisions of this Section 6 constitute the entire understanding of the parties regarding each party’s respective liability under this Section 6, including but not limited to Infringement Claims (including related claims for breach of warranty) and each party’s sole obligation to indemnify and reimburse any Indemnified Party.

7. Warranty

7.1 Warranty. The Service, when used by Customer in accordance with the provisions of this Agreement and in compliance with the applicable Documentation, will perform, in all material respects, the functions described in the Documentation during the Term.

7.2 Exclusive Remedies. Customer shall report to Split, pursuant to the notice provision of this Agreement, any breach of the warranties set forth in this Section 7. In the event of a breach of warranty by Split under this Agreement, Customer’s sole and exclusive remedy, and Split’s entire liability, shall be as provided under Exhibit A.

7.3 Disclaimer of Warranty. Split does not represent or warrant that the operation of the Service, Deliverables, (or any portion thereof) will be uninterrupted or error free, or that the Service, Deliverables (or any portion thereof) will operate in combination with other hardware, software, systems or data not provided by Split, except as expressly specified in the applicable Documentation. CUSTOMER ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY SET FORTH IN SECTION 7.1, SPLIT MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH RESPECT TO THE SERVICE OR DELIVERABLES, OR THEIR CONDITION. SPLIT IS FURNISHING THE WARRANTIES SET FORTH IN SECTION 7.1 IN LIEU OF, AND SPLIT HEREBY EXPRESSLY EXCLUDES, ANY AND ALL OTHER EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES, WHETHER UNDER COMMON LAW, STATUTE OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY AND ALL WARRANTIES AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY. 

8. LIMITATIONS OF LIABILITY

EXCEPT FOR INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY LOST DATA, LOST PROFITS, BUSINESS INTERRUPTION, REPLACEMENT SERVICE OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR INDIRECT DAMAGES, HOWEVER CAUSED AND REGARDLESS OF THEORY OF LIABILITY. IN NO EVENT SHALL SPLIT’S TOTAL LIABILITY FOR ALL CLAIMS ARISING UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, EXCEED THE AMOUNT OF FEES PAID OR PAYABLE BY CUSTOMER UNDER THE APPLICABLE SERVICE ORDER DURING THE TWELVE (12) MONTH PERIOD PRECEEDING THE CLAIM.

9. MISCELLANEOUS

9.1 Export Control. Each party hereby certifies that it will comply with all current US Export Control laws. Each party agrees to defend, indemnify and hold the other party harmless from any liability its violation of U.S. Export Control laws.

9.2 Compliance with Laws. Each party shall comply with all applicable laws and regulations in its use of any Service, including without limitation the unlawful gathering or collecting, or assisting in the gathering or collecting of information in violation of any privacy laws or regulations.

9.3 Assignment. Neither party may transfer and assign its rights and obligations under this Agreement without the prior written consent of the other party. Notwithstanding the foregoing, either party may transfer and assign its rights under this Agreement without consent from the other party in connection with a change in control, acquisition or sale of all or substantially all of its assets. In addition, Split may assign portions of the Service to its Sub-processors and subcontractors. Split remains responsible for its Sub-processors and subcontractors’ performance under the terms of this Agreement.

9.4 Force Majeure. Neither party shall be responsible for failure or delay in performance by events out of their reasonable control, including but not limited to, acts of God, Internet outage, terrorism, war, fires, earthquakes and other disasters (each a “Force Majeure”). Notwithstanding the foregoing: (i) Customer shall be liable for payment obligations for Service rendered; and (ii) if a Force Majeure continues for more than thirty (30) days, either party may to terminate this agreement by written notice to the other party.

9.5 Notice. All notices between the parties shall be in writing and shall be deemed to have been given if personally delivered or sent by registered or certified mail (return receipt), or by recognized courier service. 

9.6 No Agency. Both parties agree that no agency, partnership, joint venture, or employment is created as a result of this Agreement. Customer does not have any authority of any kind to bind Split. 

9.7 Governing Law. This Agreement shall be governed exclusively by, and construed exclusively in accordance with, the laws of the United States and the State of California, without regard to its conflict of laws provisions. The Superior Court of California, County of San Francisco shall have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement. Each party hereby consents to the jurisdiction of such courts and waives any right it may otherwise have to challenge the appropriateness of such forums, whether on the basis of the doctrine of forum non conveniens or otherwise. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement or any purchase order. 

9.8 Publicity. Customer hereby grants Split the right to identify Customer as a Split Customer, and use Customer’s name, mark and/or logo on Split’s website and/or in Split’s marketing materials with respect to the same. In addition, Customer agrees to participate in certain publicity activity, such as a case study, customer quote, and joint press release all as further described in the corresponding Service Order.

9.9 Updated Agreement. Split reserves the right to update this Agreement at any time. The terms and conditions of the updated version of the Agreement shall apply to all Service Orders placed following the date of publication of the updated version on Split’s website. If Customer does not agree with any terms of the updated Agreement, Customer may not use or access the Service in any manner.

9.10 Entire Agreement. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of this Agreement, and all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. Any term or provision of this Agreement held to be illegal or unenforceable shall be, to the fullest extent possible, interpreted so as to be construed as valid, but in any event the validity or enforceability of the remainder hereof shall not be affected. In the event of a conflict between these Terms of Service, an Exhibit, or a Service Order, the priority shall be the Terms of Service, then Exhibits, and finally the Service Order.

EXHIBIT A – SPLIT SERVICE LEVEL AGREEMENT & SUPPORT

1.Definitions

• “Available/Availability” is defined as the ability for Split to transmit information from the Service to Customer and the ability of the Service to receive information from Customer.  
• “Business Hours” are 5AM-6PM during a Business Day in Pacific Time Zone
• “Business Days” are Monday through Friday, excluding any day that is a US national or banking holiday.
• “Credit Period” means any 30 consecutive days during the Term.
• An “Incident” is an occurrence under Split’s Control rendering the Service unavailable to Customer or resulting in an inoperable feature of the Service materially impacting Customer’s use of the Service.
• A “Severity 1 Incident” is an Incident resulting in Customer’s production services being down, preventing Customer’s end users from using Customer’s services and adversely impacting Customer’s business.
• A “Severity 2 Incident” is an Incident resulting in the degradation of the Service rendering Customer’s production services to be operational, but degraded or of limited use.
• “Split Control” means elements entirely under Split’s control and not a consequence of (a) a Customer’s hardware or software failures, (b) a Customer’s or end user’s connectivity issues, (c) Customer operator errors, (d) Force Majeure events as set forth in Section 9.4 of the Spilt Terms of Service.
• “Minimum Monthly Uptime Percentage” means the Service is Available a minimum of ninety-nine and nine tenths percent (99.9%) of the time Credit Period.
• “Unavailability” means of the number of minutes that the Subscription Service was not Available to Customer but does not include the following: (a) to the extent that Customer does not promptly notify Split of such Unavailability; (b) resulting from scheduled maintenance by Split.

2. Support Function. Support is for the correction of Incidents. Support is not for training, onboarding, installation, or configuration of the Service. Such additional services, to the extent provided, will be set forth in a SOW. Customer is responsible for reviewing and understanding the Documentation, and using and configuring the Services in accordance with that Documentation. Support is provided in Tiers, as shown in Table 1 below.

TABLE 1 – Support Tiers

Offering, Tasks, Activities	Standard	Gold	Platinum
Response Times for Severity 1 and 2 Incidents	Sev 1: Same business daySev 2: Next business day	Sev 1: 2 hoursSev 2: Same business day	Sev 1: Within 30 minsSev 2: Within 2 hours
Response Time for all other Support Requests	Within 2 Business Days	Next Business Day	Same Business Day
Support hours during incident resolution	Business Hours	24×7 for all Sev 1Business Hours for all other	24×7 for all Sev 1 and Sev 2, Business Hours for all other
Submit Tickets via: In-app, Email, Zendesk Portal	X	X	X
Training & Documentation: Split Arcade, Split Help Center	X	X	X
Administrative Requests:  Assist the customer with requests such as code snippet reviews, user management and event auditing.		X	X
Zoom Support Calls: Technical support will offer troubleshooting for tickets of higher complexity that require further investigation.		X	X
Subject Matter Experts: Integration and Data & Experimentation Advisors: Access to subject matter experts for guidance on advanced integration or experimentation questions and best practices.			X
Private Slack/Teams Channel with Split: Customers will have access to a Slack channel where an integration advisor and/or an experimentation advisor is available for easier communication. Zendesk <> Slack integration will be enabled for managing SLAs and ensuring response time.			X

3. Support inquiries. Customer may submit support inquiries by sending an email to support@split.io or submit via the Zendesk Portal on https://help.split.io/hc/en-us/requests/new or, submit via the Split In-App Contact form. Slack and Microsoft Teams are available in Platinum plans. Customer will receive a system-generated response within minutes recognizing receipt of the support request. Support requests should include all relevant information such as:

• Summary description of the Incident
• Customer impact regarding the Incident
• Error codes arising from the Incident
• All necessary information to replicate the Incident.

Customer acknowledges and agrees that the response times will begin when the requirements set forth above are met.

4. Service Status.  Split provides status on the availability of the Service at status.split.io. Customer may use the “SUBSCRIBE TO UPDATES” link on that webpage to receive notifications regarding Service incidents.
5. Support Credits. Split shall use reasonable efforts to meet or exceed the response times in Table 1. If the response time is not met, Customer may be eligible to receive a credit equal to 0.1% of the annual Fees for each missed response time (“Support Credits”). 
6. Service Credits.  Split shall use reasonable efforts to meet or exceed the Minimum Monthly Uptime Percentage. If the Minimum Monthly Uptime Percentage is not met, Customer may be eligible to receive a credit equal to the Credit Percentage for the Availability in the Table 1 below, multiplied by the pro-rated Fees for the Credit Period (“Service Credit”). 

Table 2

Availability	Credit Percentage
98.0% – 99.899%	2%
95.0%-97.999%	10%
91.0%-94.999%	25%
Below 91.0%	50%

7. Credit Request and Payment Procedures. To file a claim for Credits Customer must file the claim within 30 days of the Credit Period or missed support request, respectively, by sending an email to contracts@split.io with the subject “Credit Request”. To be eligible, the credit request must (i) include Customer’s account name in the subject of the e-mail message; (ii) include, in the body of the e-mail, the dates and times of Unavailability that Customer claims to have experienced, or the missed support request; and (iii) include Customer’s server request logs that document the Incident and corroborate Customer’s claimed outage (any confidential or sensitive information in these logs should be removed or replaced with asterisks) or missed support request. If Split determines a Credit is due, then Split will issue the Credit to Customer on its next invoice to Customer. Customer’s failure to provide the request and other information as required above will disqualify Customer from receiving a Credit. Split will apply any  Credits first against future payments otherwise due from Customer.  A Service Credit will apply and issue only if the credit amount for the monthly billing cycle is greater than one dollar ($1 USD). In no event shall the cumulative Credits exceed 10% of the annual Fees. Customer’s sole and exclusive remedy for breach of this Exhibit A, the failure to meet the Minimum Monthly Uptime Percentage, or support response times, is the receipt of a Credit (if eligible) under the terms of this Exhibit A.
8. Exclusions. The obligations and remedies in this Exhibit A do not apply to any unavailability, suspension or termination of the Service or any other performance issues: (i) that result from a suspension of Customer’s access to Split’s service pursuant to this Agreement; (ii) caused by factors outside of Split Control, including any force majeure event or internet access or related problems beyond the demarcation point of Split; (iii) that result from any actions or inactions of Customer; (iv) that result from Customer’s equipment, software or other technology and/or third party equipment, software or other technology (other than third party equipment within Split’s direct control); (v) that result from failures of individual instances not attributable to service unavailability; or (vi) arising from Split’s suspension and termination of Customer’s right to use Split’s service under the Agreement (collectively, the “Split SLA Exclusions”). If Availability is affected by factors other than those explicitly listed in this Agreement, Split may issue a Credit considering such factors in Split’s sole discretion. Split is not obligated to provide support for errors related to: (i) modifications and/or alterations to the Split Service (including the SDK) not performed by Split, (ii) use of the Split Service in manner not in accordance with the Agreement and Documentation, (iii) Errors caused by the Customer’s negligence, hardware malfunction, or third-party software; and (iv) situations in which the Customer has not paid any fees in accordance with the Agreement and/ or Order Form when due.