KURRENT CLOUD SERVICES ADDENDUM

This Kurrent Cloud Services Addendum (this “Addendum") is entered into in connection with the Enterprise Master Agreement Terms and Conditions located at https://www.kurrent.io/terms/agreements/master_agreement (the “Master T&Cs”) and sets forth additional terms and conditions related to Customer’s purchase of a subscription to any Cloud Services.  Capitalized terms not defined in this Addendum shall have the meanings set forth in the Master T&Cs.

1. Cloud Services

1.1 Service Level Agreement.  Kurrent will make the Cloud Services available to Customer pursuant to this Agreement and the applicable Order Form during the applicable subscription term in accordance with the Service Level Agreement (“SLA”) set forth below.  

1.2 Use of Cloud Services.  

(a)  Customer’s rights to access and use the Cloud Services include the right to (i) integrate the Cloud Services into Customer’s products and services to allow Customer to offer services to its customers incorporating the Cloud Services and (ii) use and make calls to the API(s) provided by Kurrent to the extent necessary to effect clause (i).

(b)  Customer will not, and will ensure that its Users do not, undertake any activity or transmit any Customer Materials using the Cloud Services that (i) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; (ii) facilitates illegal activity; (iii) depicts sexually explicit images; (iv) promotes unlawful violence; (v) is unlawfully discriminatory; or (vi) is otherwise illegal or causes damage or injury to any person or property.  In addition, Customer will not misrepresent or mask its identity or the identity of any of its products or services that incorporate the Cloud Services.  Kurrent reserves the right, without liability or prejudice to its other rights, to disable Customer’s and its Users’ access to any Customer Materials that breach this Section.

1.3 Data Security.  With respect to the Cloud Services, Kurrent will maintain a security program materially in accordance with industry standards that is designed to (i) ensure the security and integrity of Customer Materials; (ii) protect against threats or hazards to the security or integrity of Customer Materials; and (iii) prevent unauthorized access to Customer Materials.  In furtherance of the foregoing, Kurrent will maintain the administrative, physical and technical safeguards to protect the security of Customer Materials that are described in the Kurrent security page located at https://www.kurrent.io/security (the “Security Page”) posted as of the Effective Date (and as the Security Page may be updated by Kurrent in a manner that does not materially decrease the applicable protections).  

1.4 Data Processing Addendum.  To the extent that Kurrent processes any personal data (as defined in the DPA referenced below) contained in Customer Materials that is subject to applicable data protection law (as defined in the DPA), on Customer’s behalf, in the provision of the Cloud Services, the Data Processing Addendum (“DPA”) currently available at https://www.kurrent.io/data-processing-addendum is hereby deemed part of this Agreement and incorporated herein by reference.

2. Additional Payment Terms

2.1 Payments.  If Customer has a credit card registered on file with Kurrent, payment will be taken automatically within 15 business days after the invoice date.  Where no credit card is registered, payment must be made via bank transfer to the Kurrent bank account specified on the invoice, or if available, the credit card payment link on the invoice.

SERVICE LEVEL AGREEMENT

 A. Certain SLA Definitions

1.  “Monthly Uptime Percentage” is calculated in respect of the applicable Cloud Service in each calendar month using the following formula:
(minutes in the relevant month minus Downtime / minutes in the relevant month) x 100

2.  “Performance Standards” means the standards of performance for the applicable Cloud Service set out in the table below.

3.  “Scheduled Downtime” means any time during which Kurrent has given at least 7 days’ notice to Customer by email that the applicable Cloud Service will be unavailable for a specified period.

4.  “Service Credit” means a percentage credit to be provided to Customer, calculated against the fees for the relevant Cloud Service for the month in which the Downtime occurred.

5.  “Service Credit Claim” means a claim for a Service Credit made in accordance with the procedure set forth below.

6.  “Service Hours” means 24 hours a day, 7 days a week, 365 days a year, except for any period of Scheduled Downtime.

B.  Service Levels

1. The service levels set out in this SLA:

(a)  will only begin to apply 2 business days after the commencement date in the applicable Order Form, and Kurrent makes no commitment as to the performance or availability of the Cloud Services during those first 2 business days; and

(b)  will cease to apply if at any time Customer fails to comply with any of Customer’s obligations under the Agreement, and no Service Credits will be available to Customer in respect of any period during which Customer is in breach of Customer’s obligations under the Agreement.

2. Subject to Section B.1 of this SLA, Kurrent will use commercially reasonable efforts to ensure that the Cloud Services are available during Service Hours, in accordance with the Performance Standards.

3. If Kurrent fails to meet the Performance Standards, Customer may be eligible for Service Credits, provided Customer complies with the Service Credit Claim procedure below.

4. The Performance Standards which apply during Service Hours are as follows:

C. Service Credit Claim

1. In order to be eligible for a Service Credit, Customer must submit a Service Credit Claim by:

(a)  logging a Support Ticket with support@kurrent.io within 24 hours of becoming aware of any event affecting Cloud Services availability;

(b)  submitting a written claim for a Service Credit to support@kurrent.io within 30 days of any Downtime which relates to that Service Credit;

(c)  including in the Service Credit Claim all relevant information relating to the claim, including:

• • • a detailed log of all events relating to any Downtime, including all request logs documenting any errors relating to the Downtime (with any sensitive or confidential information redacted);
    • a full record of the time and duration of the Downtime;
      details of any relevant issues affecting Customer’s or a User’s systems at the time of the Downtime;
    • whether any Users were affected; and
    • what actions Customer or the User took to try to rectify the Downtime; and
    • providing Kurrent with such further reasonable assistance as Kurrent may require in processing Customer’s Service Credit Claim or investigating any Downtime.
      

D. Service Credit

1. Kurrent will use reasonable efforts to process all Service Credit Claims within 45 days of receipt.

2. If Kurrent is satisfied that the Performance Standards were not met, and that Customer has complied with the Service Credit Claim procedure above, Kurrent will apply the relevant Service Credit to the fee for the relevant Cloud Service in Customer’s next invoice.

3. Payment of Service Credits will be Customer’s sole remedy for any failure by Kurrent to meet the Performance Standards.

E. Downtime

1. “Downtime” will be calculated, in respect of each Cloud Service, as the total number of minutes in each calendar month that the entire Cloud Service is Unavailable.
“Unavailable” means that, in respect of any whole minute, all of Customer’s (or Customer’s Users’) attempts to establish a connection with the Cloud Service within that minute fail.

2. Downtime does not include any unavailability of a Cloud Service of less than a whole minute’s duration, and does not include:

(a)  any Scheduled Downtime;

(b)  any unavailability of a Cloud Service caused by Force Majeure, including (but not limited to) any network, device or other system failure at Customer’s site, or between Customer’s site and the Cloud Service, or any failure of any service provided by any third party; or

(c)  any failure by Customer or Customer’s Users to comply with the Agreement, including (but not limited to) Customer’s or any third party’s improper or illegal use of the Cloud Services, or failure to follow appropriate security practices.