SERVICE LEVEL AGREEMENT
Last Updated: April 4, 2022
This Service Level Agreement (“SLA”) is issued under and forms part of the agreement that covers Customer's use of the Segment Services (as defined below) ("Agreement"). with Segment which references this SLA (“Agreement”). Any capitalized terms not defined herein has the meanings ascribed to them in the Agreement. “Segment Services” means any services and application programming interfaces branded as “Segment” or “Twilio Segment”.
1. Uptime and Reliability. Subject to the concurrent throughput limits (including as may be caused by external factors) as described in the Documentation, Segment will use commercially reasonable efforts to make the Data Ingestion API available and operational to Customer with an uptime of 99.99%, calculated on a monthly, per-minute basis (“Target Uptime”). “Data Ingestion API” means the identify, track, page, screen, group and alias http endpoints that ingest Customer Data.
2. Exclusions. The calculation of uptime will not include unavailability to the extent due to: (i) Customer’s use of the Segment Services in a manner not authorized in the Agreement or Documentation, (ii) general Internet problems, force majeure events or other factors outside of the reasonable control of Segment (such as denial of service attacks or third-party service outages), (iii) Customer’s (or one of its vendors’) equipment, software, network connections, utilities or other infrastructure, (iv) third party systems, acts or omissions or (v) Target Uptime Scheduled Maintenance or reasonable emergency maintenance.
3. Scheduled Maintenance. “Target Uptime Scheduled Maintenance” means scheduled maintenance that may affect Target Uptime. For all Target Uptime Scheduled Maintenance Segment will use commercially reasonable efforts to notify Customer via email or text at least three (3) business days prior to starting such maintenance. Target Uptime Scheduled Maintenance will not exceed five (5) hours per month in the aggregate and, to the extent practicable, will be scheduled during the weekend hours between 18:00 Friday and 3:00 Monday Pacific Time. In the event of any unavailability described above, Segment will use commercially reasonable efforts to minimize any disruption, inaccessibility and/or inoperability of the Data Ingestion API in connection with outages, whether scheduled or not.
Special Termination Right. In the event of a verified failure of the Data Ingestion API to meet the Target Uptime in two (2) consecutive months or in any three (3) of six (6) consecutive months, Customer may terminate the Agreement upon written notice to Segment and will receive as its sole remedy a refund of any fees Customer has pre-paid for use of the Segment Services for the terminated portion of the term of the applicable Order Form (“Special Termination Right”). Customer must exercise the Special Termination Right within thirty (30) days of reasonably becoming aware of a Data Ingestion API failure or such right will be deemed waived. The Special Termination Right is Customer’s sole and exclusive remedy, and Segment’s sole and exclusive liability, for any failure of the Data Ingestion API to achieve the Target Uptime.