Master Services Agreement

This Master Services Agreement (this “Agreement”) is between Sprinklr, Inc. with an address of 29 W. 35th Street, 8th Floor, New York, NY 10001 (“Sprinklr”) and the entity agreeing to these terms by signing an Order Form (defined below) referencing this Agreement (“Customer”). If you are accepting on behalf of your employer or another entity you represent and warrant that (a) you have the legal authority to bind your employer or the applicable entity to the terms and conditions contained herein; and (b) you have read and agree to be bound by the terms and conditions of this Agreement. 

1.              DEFINITIONS

Account” means Customer’s password restricted account to access and use the Platform.

Affiliate” means any entity which is directly or indirectly controlling, controlled by, or under common control with a party to this Agreement.

“Agency” means Customer’s representatives, advertising agencies and/or other Customer service providers.

Connected Services” means the various social media services supported by the Platform that Customer desires to connect to through the Platform.

Connected Services Authorization” means the authorization provided to Sprinklr by Customer relating to Customer’s Connected Services accounts, which enable the Platform to interact with Customer’s Connected Services accounts.

Content” means  both Inbound Content and Outbound Content.

“Inbound Content” means any information published on any Connected Service not created by or under the direction of an Agency or employee of Customer. Such information includes but is not limited to, in whatever form and/or nature, text, data, graphics, photos, audio, video, electronic messages, trademarks and other identifiers.

For the purpose of clarity, any information other than that which Customer creates is Inbound Content.  

“Outbound Content” means any material, , regardless of Customer’s knowledge or intent, that is (i) published in the Account or (ii) published or intended to be published to the Connected Services  which Sprinklr is Authorized to manage.

Order Form” means a written order executed by the parties which identifies the Platform information, such as, modules purchased, term and associated fees.

Platform” means Sprinklr’s proprietary social relationship infrastructure software platform which is accessed by Customer via the internet, as specified in an applicable Order Form. Platform includes Updates made during the Term.

Processed” means uploaded, stored, processed or transmitted.

Professional Services” means Sprinklr social media services other than the Platform that may be offered from time to time and that Customer elects to receive as described in an executed SOW.

Sprinklr Services” means the Platform and Professional Services.

Statement of Work” or “SOW” means a written order executed by the parties which identifies the Professional Services ordered by Customer, including the description, and associated fees.

Updates” means modifications, updates and changes made by Sprinklr to the Platform which Sprinklr makes generally available to its customers at no additional fee.

User Guides” means Sprinklr materials made available to Customer through the support portal to assist users of the Platform, as such materials may be updated during the Term.

2.              RIGHTS OF USE

2.1  Subject to the terms and conditions of this Agreement, Sprinklr grants to Customer a non-exclusive, non-transferable right to access and use the Platform during the Term via the Internet for the limited purpose of (i) connecting to Customer’s accounts on the Connected Services  in order to access, read and reply to communications and data through Customer’s Connected Services accounts, (ii) campaign management, including without limitation viewing, printing and downloading, for internal use only, reports about Customer’s use of the Platform and Connected Services, and (iii) such other uses as may be specified in an applicable Order Form. The Platform may be accessed and used solely by the number of Customer users specified in the applicable Order Form(s) during the term of each applicable Order Form. Sprinklr will conduct periodic reviews of use of the Sprinklr Platform to determine the number of Customer users. If the review determines that the number of users exceeds those purchased, then Customer shall pay the additional Fees for such additional users from the date those users were added to the Platform. Additional users may also be purchased under an additional Order Form at Sprinklr’s then current Fees.

2.2   Subject to the terms and conditions of this Agreement, Customer’s Affiliates and Agencies may access and use the Platform for the benefit of Customer and Customer Affiliates. All obligations of Customer shall apply equally to each Customer Affiliate and Agency that uses the Sprinklr Services; provided however, Customer shall be responsible for all acts or omissions of its Affiliates and Agencies under this Agreement.

2.3   Sprinklr will provide the Sprinklr Services in accordance with the service levels described in Exhibit A (the “SLA”).

3.              ACCEPTABLE USE AND ACCOUNT MANAGEMENT

3.1   Customer agrees and understands that Sprinklr has a duty to assist the Connected Services in protecting their users and complying with rules and laws as they may apply.

3.2   Customer may only access and use the Platform through Customer’s Account, and agrees to provide and maintain accurate and current Account information, including Connected Services Authorization. Customer is responsible for all activity conducted under its Account, regardless of knowledge or intent, as well as all Outbound Content that is Processed through its Account on the Platform. Outbound Content may not: (i) be defamatory, harmful to minors, obscene, indecent, pornographic, libelous, threatening, harassing, false, misleading or inaccurate; (ii)  contain or cause to be placed on Sprinklr’s or other third party’s systems any Trojan horses, worms, viruses or programming routines intended to interfere, damage, corrupt, surreptitiously intercept or expropriate any system, data or personal information; (iii) violate any applicable local, state, federal or foreign law, rule or regulation, including privacy laws and privacy standards (collectively, “Laws”); (iv) violate any rule or policy of any Connected Service; (v) infringe or violate any third party rights; or (vi) contain any health, medical, financial, credit card or other payment information or any information of any person under the age of 13. For purposes of the EU Directives, Customer is the “data controller” and Sprinklr is the “data processor”.  Outbound Content that does not comply with clauses (i) – (vi) above are referred to as “Prohibited Information”.  Customer is responsible for reviewing and approving all Outbound Content Processed through or in the Platform. Customer will be solely responsible for monitoring the communications it receives from users of the Connected Services that are Processed through the Sprinklr Services and for removing any Prohibited Information from the Platform. Sprinklr does not pre-screen Outbound Content, however Sprinklr has the right, but not the obligation, to remove Outbound Content from, or refuse to Process any Outbound Content on, the Platform and to make it unavailable through the Sprinklr Services, as Sprinklr may reasonably determine. In addition, upon notice, Sprinklr may terminate or suspend use by the authorized user that Processed such Prohibited Information.

3.3   Customer will not, directly or indirectly (i) reverse engineer, decompile, disassemble, disclose or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Platform; (ii) modify, translate, or create derivative works based on the Platform; (iii) use the Sprinklr Services for timesharing or service bureau purposes or otherwise for the benefit of a third party (other than an Affiliate as permitted hereunder); or (iv) use or view the Platform for the purposes of developing, directly or indirectly, a product or service competitive to the Sprinklr Services.

3.4   Customer is responsible for adding authorized users to its Account, for maintaining the confidentiality of all Account passwords, for ensuring that each Account password is used only by the authorized user, for ensuring that Accounts and passwords are not shared, and for maintaining the security of its Account and of the equipment needed to connect to, access or use the Platform and the Connected Services. Customer shall limit access to the Platform only to authorized persons and will promptly disable all access to Customer’s Account by any employee, contractor or Customer representative who is no longer authorized to use the Platform.

4.              OWNERSHIP AND LICENSES

4.1   Customer owns all right, title and interest in and to all Outbound Content Processed through the Platform under Customer’s Account.

4.2   Sprinklr owns all right, title and interest in and to the Platform, User Guide and all Sprinklr Services.

4.3   Customer grants to Sprinklr during the Term a royalty-free, non-exclusive, non-transferable, worldwide right and license: (i) to copy, cache, store, reproduce, perform, display, use, distribute, transmit and generally make available the Outbound Content in electronic form via the Internet, through wireless communications services and social media through the Platform in order to provide the Sprinklr Services to Customer in accordance with this Agreement; and (ii)  to access Customer’s accounts on the Connected Services in order to provide the Sprinklr Services.

5.              FEES AND PAYMENT

5.1   Unless otherwise agreed to in an applicable Order Form and/or SOW, Customer shall pay Sprinklr all fees set forth in each applicable Order Form and/or SOW (collectively, “Fees”) within thirty (30) days of the invoice date.  Customer may withhold payment of any Fees that are the subject of a good faith dispute of which Customer has provided Sprinklr written notice within five (5) business days of invoice receipt (“Disputed Fees”); provided that all Fees which are not Disputed Fees shall be timely paid, and the Disputed Fees shall be paid within ten (10) days of resolution of the dispute.  Unless stated otherwise in an applicable Order Form and/or SOW, Fees are denominated and payable in United States dollars.  Platform Fees set forth in an Order Form are payable annually in advance and Professional Services fees set forth in an SOW are payable as stated in the applicable SOW. Except as may be expressly stated in this Agreement, all Fees are non-cancelable, non-refundable and are based on the Sprinklr Services purchased and not based on usage. Customer shall reimburse Sprinklr for all reasonable out-of-pocket expenses incurred in performing the Sprinklr Services as described in the applicable Order Form and/or SOW upon the submission to Customer of applicable receipts or other documentation.

5.2   Sprinklr reserves the right to charge Customer interest at the rate of the lesser of 1.5% per month, or the maximum rate permitted by law on any Fees not received by Sprinklr within fifteen (15) days of the payment due date. Additionally, in the event any Fees or expenses are more than thirty (30) days overdue, Sprinklr may (i) suspend its performance of the Sprinklr Services, and (ii) require full payment before Sprinklr resumes performance.

5.3   All Fees exclude taxes and Customer agrees to pay any applicable taxes charged arising from this Agreement in a timely manner, other than those based on Sprinklr’s income.  If Customer is tax-exempt, Customer shall provide Sprinklr with its tax-exemption number and certificate within five (5) business days after the Effective Date.  Customer shall be responsible for any liability or expense incurred by Sprinklr as a result of Customer’s failure or delay in paying taxes due or if Customer’s claimed tax exemption is rejected.  If Customer is legally required to withhold tax from its payment of Fees to Sprinklr, Customer agrees to gross up all Fees that are subject to such withholding tax, such that the net payment received by Sprinklr is the full originally stated amount of such Fees.

6.              TERM AND TERMINATION

6.1   The term of this Agreement will begin on the Effective Date and continue until expiration or termination of all Order Form’s and/or SOW’s (the “Term”). Each Order Form and SOW will have its own term as stated in such document.

6.2   Either party may terminate this Agreement and all Order Forms and SOW’s in the event that the other party is in material breach of this Agreement, and/or any Order Form or SOW, which has not been cured within thirty (30) days following receipt of written notice of such breach, except that any curable breach of Sections 2, 3, 4 or 8 shall have a three (3) day cure period.

6.3   Upon expiration or termination of this Agreement for any reason: (i) Customer shall immediately remit to Sprinklr all monies due, if any; (ii) all rights to use the Platform immediately cease and provision of Professional Services immediately ends; (iii) within thirty (30) days, each party will return or destroy at the disclosing party’s request the other party’s Confidential Information; and (iv) Sections 3.2, 4.1, 4.2, 5, 6.3, and 8 – 11 shall survive, as well as any other provisions which by their terms or sense are intended to survive. Upon request by Customer to legal@sprinklr.com, received within ten (10) days after the effective date of termination, Sprinklr will make a file of Outbound Content available to Customer for download.  After such ten (10) day period, Sprinklr shall have no obligation to maintain or provide any Outbound Content.

7.              WARRANTIES

7.1 Each party represents and warrants that it has the right and authority to enter into and perform its obligations under this Agreement.  Sprinklr warrants that during the Term, when used by Customer as expressly permitted hereunder, the Platform shall perform in all material respects in accordance with the terms of this Agreement and each Order Form or SOW. In the event Customer determines that the Platform has not met the foregoing warranty, Customer shall give Sprinklr prompt notice of the deficiency, including details sufficient to allow Sprinklr to replicate the deficiency, and in such event Sprinklr will use commercially reasonable efforts to remedy the identified deficiency. If Sprinklr does not remedy the deficiency, either party may terminate the affected Order Form or SOW and in such case Sprinklr will refund to Customer the amount of any pre-paid Fees for the period after termination as its exclusive remedy.

7.2 EXCEPT AS EXPRESSLY STATED IN THIS SECTION 7, THE SPRINKLR SERVICES, INCLUDING ALL FUNCTIONS THEREOF, ARE PROVIDED ON AN “AS IS” BASIS, WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, WHETHER EXPRESS, IMPLIED, ORAL OR WRITTEN, INCLUDING WITHOUT LIMITATION, ACCURACY OF CONTENT, NON-INFRINGEMENT, NON-INTERFERENCE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR THAT THE SPRINKLR SERVICES (INCLUDING THE PLATFORM) WILL BE UNINTERRUPTED, TIMELY OR ERROR-FREE.

8.              CONFIDENTIALITY

8.1Confidential Information” means: (i) business or technical information, including product plans, designs, source code, marketing plans, business opportunities, personnel, research, development or know-how (all of the foregoing as they relate to the Sprinklr Services, including the Platform (current or planned), are Sprinklr’s Confidential Information, and all of the foregoing as they relate to Customer’s business, are Customer’s Confidential Information); and (ii) information designated by the disclosing party as “confidential” or “proprietary” or which, under the circumstances taken as a whole, would reasonably be deemed to be confidential. Confidential Information includes information disclosed prior to or during the Term of this Agreement. Confidential Information shall not include information which: (i) is or becomes generally available to the public other than as a result of wrongful disclosure by the receiving party; (ii) is or becomes available to the receiving party on a non-confidential basis from a third party that rightfully possesses the Confidential Information and has the legal right to make such disclosure; or (iii) is developed independently by the receiving party without use of any of disclosing party’s Confidential Information and by persons without access to such Confidential Information.

8.2  Customer and Sprinklr each agree not to use any Confidential Information of the other party for any purpose other than as necessary to perform its obligations under this Agreement.  During and after the Term, neither receiving party will disclose any Confidential Information of the disclosing party to any third party without the prior written consent of the disclosing party, except as may be required by Laws (provided that the party obligated to make the disclosure shall give the other party advance notice of such requirement to the extent legally permitted). Each receiving party shall be responsible for compliance with this Section and applicable provisions of this Agreement by each of its employees, contractors and advisors (“representatives”), and shall obtain the agreement by each representative to keep the Confidential Information of the disclosing party confidential and to use it solely as required for the performance of the receiving party’s obligations hereunder. Each receiving party will be responsible for compliance by its representatives.  For purposes of clarity, Customer may publicly disclose the fact that it is using the Sprinklr Services, but all details about the uses, functionalities or other aspects of the Sprinklr Services (including screenshots and specific features of the Platform) are Confidential Information of Sprinklr and may not be disclosed.

9.     INDEMNIFICATION

9.1   Sprinklr shall indemnify, defend and hold harmless Customer and its Affiliates (the “Customer Parties”) from and against any losses, liabilities, costs, expenses (including reasonable attorneys’ fees and expenses), penalties, judgments, settlement amounts and damages (“Losses”) incurred by a Customer Party arising from a claim, suit, action or proceeding brought  by a third party (a “Claim”) against any Customer Party alleging that the Sprinklr Services (excluding the Content and use of the Connected Services Authorization) when used by Customer as permitted hereunder infringes any third party intellectual property right. In the event  (a) it is held (or in Sprinklr’s reasonable opinion it is likely to be held) that the Sprinklr Services when used in accordance with this Agreement and the applicable Order Form and/or SOW infringe a third party’s rights, Sprinklr shall at its expense  either (x) procure for Customer the right to continue using the affected elements of the Sprinklr Services, or (y) replace or modify the affected elements of the Sprinklr Service, in whole or in part, so that it becomes non-infringing but provides substantially equivalent functionality. If Sprinklr, in its sole discretion, determines that neither (x) nor (y) are commercially reasonable, Sprinklr may terminate the provision of the affected Sprinklr Services and refund to Customer the amount of any pre-paid Fees applicable to the terminated Sprinklr Services for the period after termination. Customer acknowledges that its right to obtain indemnification and the rights described in the preceding sentence are its sole and exclusive rights in the event of such a claim.

9.2   Customer shall indemnify, defend and hold harmless Sprinklr and its Affiliates, (the “Sprinklr Parties”) from and against any Losses arising in connection with a Claim against any Sprinklr Party alleging that the Content (including the products and services promoted therein), Connected Services Authorization   when used by Sprinklr as permitted hereunder, violates any Laws, or the terms, conditions, or policies of any Connected Service, or infringes any third party right.

9.3   The indemnification obligations contained in this Agreement are conditioned upon: (i) notice by the party seeking indemnity (“Indemnitee”) to the party from whom indemnity is sought (“Indemnitor”) of any Claim for which indemnity is claimed within five (5) days of the Indemnitee receiving notice of such claim (failure to meet this condition does not exempt the Indemnitor of its  indemnification obligation, except to the extent that failure has materially prejudiced the Indemnitor’s ability to defend the Claim); (ii) complete control of the defense and settlement of the Claim by the Indemnitor, provided that no settlement may be made without the consent of the Indemnitee, such consent not to be unreasonably withheld or delayed; and (iii) reasonable cooperation by the Indemnitee in the defense as the Indemnitor may request. The Indemnitee has the right to participate in the defense against the indemnified Claims with counsel of its choice and at its own expense but may not confess judgment, admit liability or take any other actions prejudicial to the defense. Further, the Indemnitee may not settle an Indemnified claim unless such settlement includes an unconditional release of the other party from all liability on all Claims, or the other party gives its prior written consent, which shall not be unreasonably withheld.

9.4   THIS SECTION 9 STATES EACH PARTY’S ENTIRE LIABILITY TO THE OTHER AND EACH PARTY’S SOLE REMEDY FOR ANY THIRD PARTY CLAIM DESCRIBED IN THIS SECTION.

10.   LIMITATIONS OF LIABILITY

10.1                     EXCEPT FOR SPRINKLR’S OBLIGATIONS UNDER THIS AGREEMENT, SPRINKLR DISCLAIMS ALL LIABILITY OF ANY KIND ARISING FROM OR IN CONNECTION WITH THE CONTENT THAT MAY BE PROCESSED THROUGH OR STORED IN THE SPRINKLR PLATFORM.

10.2 EXCEPT FOR CLAIMS ARISING OUT OF A BREACH OF SECTION 3.3 BY CUSTOMER, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES OR ANY OTHER MATTER RELATING TO THE SPRINKLR SERVICES.

10.3  EXCEPT FOR (i) THE PARTIES’ INDEMNIFICATION OBLIGATIONS; (ii) A BREACH OF SECTION 3.3; AND/OR (iii) A MISAPPROPRIATION OF SPRINKLR’S INTELLECTUAL PROPERTY (WHICH SHALL NOT BE LIMITED BY THIS SECTION), IN NO EVENT SHALL THE TOTAL LIABILITY OF ONE PARTY TO THE OTHER PARTY FOR ANY AND ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE), ARISING FROM THIS AGREEMENT OR CUSTOMER’S USE OF THE SPRINKLR SERVICES, EXCEED, IN THE AGGREGATE, THE TOTAL FEES RECEIVED BY OR PAYABLE TO SPRINKLR FROM CUSTOMER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.  CUSTOMER ACKNOWLEDGES THAT SPRINKLR HAS SET ITS PRICES AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH HEREIN, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. THE PARTIES AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND DISCLAIMERS SPECIFIED IN THIS AGREEMENT WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. IN NO EVENT SHALL THE LIMITATIONS IN THIS SECTION APPLY TO FEES DUE FOR THE SPRINKLR SERVICES UNDER THIS AGREEMENT.

11.   GENERAL

11.1                   All notices pursuant to this Agreement shall be in writing and sent to the address set forth in the introductory paragraph of this Agreement to the attention of the undersigned, or to any other address designated by a party pursuant to this Section, and are deemed given on receipt.

11.2                   This Agreement is governed by the laws of the State of New York, without reference to conflict of law principles. The parties irrevocably consent to the exclusive jurisdiction of the state or federal courts located in New York County, NY, over any suit, action or proceeding arising out of or relating to this Agreement. THE PARTIES UNCONDITIONALLY AND IRREVOCABLY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING RELATING TO OR ARISING OUT OF THIS AGREEMENT ANY ORDER FORM AND/OR SOW. The parties expressly acknowledge that the United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

11.3                   In no event may Customer initiate any action against Sprinklr pursuant to this Agreement more than two (2) years from the date the claim arose.

11.4                   This Agreement together with each Order Form and/or SOW is the entire agreement between the parties relating to this subject matter, and supersedes all prior or contemporaneous understandings of the parties related thereto, including any separate non-disclosure agreement between the parties relating to this subject matter as it relates to confidential information disclosed after the date of and pursuant to this Agreement. This Agreement, any Order Form and SOW may be amended or any right waived only in writing signed by the parties.

11.5                   The Sprinklr Services may be subject to US export laws and regulations of the United States and other countries. Customer shall comply with all relevant export laws and shall ensure that no Sprinklr Services are used or accessed in violation thereof.

11.6                   Except as may be expressly provided herein, all remedies provided for in this Agreement are non-exclusive remedies.

11.7                   Customer will reasonably cooperate with Sprinklr if it desires to issue a press release regarding Sprinklr’s provision of the Sprinklr Services to Customer. Sprinklr may identify Customer as a Sprinklr Customer in Sprinklr’s marketing materials and promotional presentations.  Any and all other uses of either party’s name shall be subject to the prior review and approval of the owning party, such approval not to be unreasonably withheld.

11.8                   Except as to the payment of any sums due, neither party will be liable to the other for any failure to perform, or delay in the performance of, any obligation under this Agreement caused by circumstances beyond such party’s reasonable control, including but not limited to: acts of God, fire, labor difficulties, terrorism, failure of third party networks or the public internet, power outages, or governmental demands or restrictions (a “Force Majeure Event”).

11.9                   Sprinklr has the worldwide, perpetual, irrevocable right and license to use aggregated, anonymized, and statistical data derived from the operation and use of the Sprinklr Services (“Statistical Data”) for business and/or operating purposes, provided that Sprinklr does not share with any third party Statistical Data which reveals the identity of Customer, Customer’s users, or Customer’s Confidential Information except as permitted pursuant to Section 8.

11.10  Either party may assign this Agreement in whole or in part (i) to an Affiliate; (ii) in connection with  a merger where the contracting entity does not survive such merger, or (iii) in connection with the  sale of all or substantially all of the contracting entity’s  assets related thereto. Except as expressly stated in this section, neither party may assign its rights or obligations under this Agreement without obtaining the other party’s prior written consent. Any assignment in contravention of this section is void.

11.11  Nothing in this Agreement will create any association, partnership, or joint venture between the parties.  No party has been induced to enter into this Agreement by, nor is any party relying on, any representation or warranty outside those expressly stated in this Agreement. If a court of competent jurisdiction finds any provision of this Agreement unenforceable, all other provisions will remain in full force and effect and the unenforceable provision will be replaced with an enforceable provision that most nearly achieves the intent and economic effect of the unenforceable provision.

11.12  In the event of a conflict between any provision of this Agreement, and an SOW or Order Form, the terms of the SOW and/or Order Form will prevail with respect to the matters covered by the applicable SOW and/or Order Form.

 


EXHIBIT A

SERVICE LEVEL AGREEMENT

 

Defined terms used but not defined in this SLA shall have the meanings given to them in the attached Master Services Agreement.

 

1. Platform Availability.

Sprinklr will deliver the Platform to Customer with at least 99% availability (the “Uptime Commitment”). Uptime is calculated as follows: (total minutes in any calendar month – total minutes of Downtime) divided by (the total minutes in such calendar month). Downtime resulting from any of the following does not count as a period of unavailability for purposes of calculating the Uptime Commitment: (i) scheduled maintenance (currently 5:30am US ET Saturday to 8:30am US ET Saturday, or such other alternative time outside of 9:00am US ET through 9:00pm US ET Monday through Friday, upon notice to Customer); (ii) unavailability caused by acts or omissions of Customer or its agents or caused by any breach by Customer of this Agreement; (iii) unavailability caused by network unavailability or bandwidth limitations outside of the Sprinklr network; (iv) hacks, malicious introduction of viruses, disabling devices, and other forms of attacks that disrupt access to the Platform, provided such disruptions did not result from Sprinklr’s gross negligence or willful misconduct; and (v) a Force Majeure Event

2. Termination Option.

If Sprinklr fails to meet the Availability Commitment for two (2) consecutive calendar months or fails to meet the Availability Commitment for any three (3) calendar months within any twelve (12) month period, then by notice given within thirty (30) days after the end of the month which triggered Customer’s right of termination, Customer may terminate this Agreement effective thirty (30) days after receipt of the notice, and receive a refund of any pre-paid Fees for periods after the effective date of termination. The provisions of this SLA state Customers sole and exclusive remedy for any service level deficiencies of any kind.

 

3. Platform Support.

Sprinklr will use commercially reasonable efforts to provide Platform support to Customer comprised of (i) on-line access to the Sprinklr support portal generally available twenty-four (24) hours a day, seven (7) days a week (subject to circumstances outside of Sprinklr’s control); (ii) Sprinklr’s telephone support line generally available twenty-four (24) hours a day, seven (7) days a week (subject to circumstances outside of Sprinklr’s control); and (iii) access to Customer’s Account Manager.  Sprinklr will use commercially reasonable efforts to respond to Customers inability to access the Platform or a component of the Platform which had previously performed as expected (“Problem”) within two (2) hours of the Problem being reported by Customer to the Sprinklr support team through one of the three (3) methods identified above.