Serval Legal

This Master Service Agreement (this “Agreement”) is between Serval, Inc., a Delaware corporation (“Serval”) and Customer, and governs Customer’s use of the Service (each as defined below).

“Customer” means a person or entity that accepts and agrees to the terms of this Agreement as of the earlier date on which such person or entity either clicks a box indicating acceptance of this Agreement, executes an Order Form referencing this Agreement, or uses the Service.

Serval reserves the right to modify or update this Agreement in its sole discretion. The effective date of such updates and/or modifications will be the earlier of: (i) 30 days from the date of such update or modification; or (ii) Customer’s continued use of the Service.

IF YOU DO NOT ACCEPT THIS AGREEMENT, YOU MAY NOT ACCESS OR USE THE SERVICE. THE SERVICE IS INTENDED FOR THE CUSTOMER AND ITS AUTHORIZED USERS ONLY AND IS NOT FOR USE BY CHILDREN UNDER 13 YEARS OF AGE. IF AN INDIVIDUAL IS ENTERING INTO THIS AGREEMENT ON BEHALF OF A LEGAL ENTITY, SUCH PERSON REPRESENTS AND WARRANTS THAT IT HAS THE LEGAL AUTHORITY TO BIND SUCH LEGAL ENTITY TO THIS AGREEMENT AND THIS AGREEMENT APPLIES TO SUCH ENTITY, WHICH IS DEEMED CUSTOMER.

If Customer and Serval have executed a written agreement governing Customer’s access to and use of the Service as a Serval customer, then the terms of such signed agreement will govern and will supersede this Agreement.

1. Definitions

The definitions of certain capitalized terms used in this Agreement are set forth below. Others are defined in the body of the Agreement.

“Affiliate”means, with respect to an entity, any entity or person which directly or indirectly controls, is controlled by, or is under common control with that entity.

“Customer Data”means (i) User authentication information, such as name and email address, and (ii) any data processed by Serval on Customer’s behalf via the Service.

“Documentation” means the documentation made available by Serval at https://docs.serval.com/ (https://docs.serval.com/).

“DPA” means the Data Processing Addendum at https://www.serval.com/legal/data-processing-addendum (https://www.serval.com/legal/data-processing-addendum).

“Order Form”means a mutually executed order form or other mutually agreed upon ordering document which references this Agreement and sets forth the applicable Services to be provided by Serval.

“Service”means Serval’s proprietary, Software-as-a-Service enterprise service management platform, as further described on each applicable Order Form, including all software, technology, algorithms, models, templates, analytical frameworks, and any resulting data used to generate or display any data or results, and all modifications, updates, upgrades thereto and derivative works thereof.

“Service Level Agreement” means the Service Level Agreement attached hereto as Exhibit A.

“Subscription” has the meaning ascribed to it in Section 2.1

“Subscription Term” means the length of the Subscription set forth on the applicable Order Form.

“Support”means the technical support Service set forth on Exhibit B.

“Usage Data” means statistical and performance-related information regarding Customer’s use of the Service that Serval uses to maintain and improve the Service.

“Users”means individuals that are authorized by Customer to use the Service.

2. Access To and Use of Service

2.1 Right to Access and Use Service. Subject to the terms of this Agreement, Serval grants Customer a royalty-free, nonexclusive, nontransferable, worldwide right during each Subscription Term to use the Service described in the applicable Order Form, subject to any restrictions in the Order Form (the “Subscription”).

2.2 Users. Customer is responsible for its Users’ compliance with this Agreement. Customer will, and will require all Users to, use all reasonable means to secure access credentials, hardware and software used to access the Service in accordance with customary security protocols, and will promptly notify Serval if Customer knows or reasonably suspects that any access credentials have been compromised.

2.3 Prohibited Uses. Customer will not: (i) copy, modify or create any derivative work of any portion of the Service or Documentation; (ii) reverse engineer, decompile, decode, or disassemble or otherwise attempt to derive or gain improper access to any software component of the Service; (iii) frame, mirror, sell, resell, market, sublicense, publish, distribute, reproduce, assign, transfer, rent, lease or loan any portion of the Service, or otherwise allow any third party to use the Service for its own benefit; (iv) use the Service in a manner that infringes, misappropriates, or otherwise violates intellectual property or other rights, or applicable law; (v) use the Service, Documentation, or any information provided via the Service, to develop a competing product, or to conduct competitive benchmarking, model extraction, or comparative analysis for the purpose of developing competing products or services; (iv) use the Service, Documentation, or any information provided via the Service to train or improve an AI model (e.g., engage in “model scraping” or “model distillation”); (vi) probe, test, or exploit vulnerabilities in the Service; (vii) interfere with or impose an unreasonable burden on the Service; (viii) access or search the Service through unauthorized means such as bots, scrapers, spiders; (ix) attempt to bypass or circumvent any security measures, access controls, or usage limits of the Service; or (x) transmit viruses, trojan horses, worms, or other harmful or disruptive components to the Service (each of the foregoing, a “Prohibited Use”).

3. Serval Obligations

3.1 General. Serval is responsible for providing the Service in conformance with this Agreement, the Order Form(s), and applicable Documentation.

3.2 Availability. Serval uses its best efforts to ensure that the Service is available in accordance with the terms of the Service Level Agreement, which sets forth Customer’s remedies for any interruptions in the availability of the Service.

3.3 Support. If Customer experiences any errors, bugs, or other issues in its use of the Service, then Serval will provide Support in order to resolve the issue or provide a suitable workaround.

4. Term and Termination

4.1 Term. The term of this Agreement will commence on the Effective Date and continue for so long as Customer maintains any active Subscription (the “Term”).

4.2 Termination for Cause. Either party may terminate this Agreement or any active Subscription for cause (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of the 30-day period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

4.3 Effect of Termination. Customer will have 30 days following this Agreement’s expiration or termination to retrieve Customer Data from the Services, during which Serval will provide reasonable assistance and make such data available in a commonly used, machine-readable format, and after which Customer Data will be deleted. If Customer terminates this Agreement or any active Subscription in accordance with Section 4.2, then Customer will be entitled to a refund equal to the pro rata portion of any prepaid fees allocable to the remaining Subscription Term. If Serval terminates this Agreement or any active Subscription in accordance with Section 4.2, then Customer will not be entitled to a refund.

4.4 Suspension. Serval may suspend Customer’s access the Service if: (I) Customer has had an outstanding, undisputed balance for more than 60 days; (ii) Serval knows or reasonably suspects that Customer is in breach of this Agreement or is using the Service in a manner that poses a material harm to other Serval customers or the security, availability, or integrity of the Service. Serval will use reasonable efforts to notify Customer before any suspension when practicable. The foregoing suspension right is without prejudice to any other rights or remedies Serval may have under this Agreement.

4.5 Survival. The following provisions will survive any expiration or termination of the Agreement: Sections 6; 8; 9; 11; 12; 13; 14; and 15.

5. Fees and Payment

5.1 Fees. Customer will pay the fees for the Subscription set forth on the applicable Order Form. Except as otherwise provided in the applicable Order Form, Serval will issue annual invoices to Customer, and Customer will pay properly invoiced amounts no later than 30 days after the invoice date.

5.2 Taxes. The fees payable hereunder are exclusive of any sales taxes (unless included on the invoice), or similar governmental sales tax type assessments, excluding any income or franchise taxes on Serval (collectively, “Taxes”) with respect to the Service provided to Customer. Unless Customer provides Serval with a valid exemption certificate, Customer is solely responsible for paying all Taxes associated with or arising from this Agreement.

6. Confidentiality

6.1 Confidential Information. Except as explicitly excluded below, any information of a confidential or proprietary nature provided by a party (the “Disclosing Party”) to the other party (the “Receiving Party”) constitutes the Disclosing Party’s confidential and proprietary information (“Confidential Information”). Serval’s Confidential Information includes the Service and any information conveyed to Customer in connection with Support. Customer’s Confidential Information includes Customer Data. Confidential Information does not include information which is (i) already known by the Receiving Party without an obligation of confidentiality other than pursuant to this Agreement; (ii) publicly known or becomes publicly known through no unauthorized act of the Receiving Party; (iii) rightfully received from a third party without a confidentiality obligation to the Disclosing Party; or (iv) independently developed by the Receiving Party without access to the Disclosing Party’s Confidential Information.

6.2 Confidentiality Obligations. Each party will use the Confidential Information of the other party only as necessary to perform its obligations under this Agreement, will not disclose the Confidential Information to any third party, and will protect the confidentiality of the Disclosing Party’s Confidential Information with the same standard of care as the Receiving Party uses or would use to protect its own Confidential Information, but in no event will the Receiving Party use less than a reasonable standard of care. Notwithstanding the foregoing, the Receiving Party may share the other party’s Confidential Information with those of its employees, agents and representatives who have a need to know such information and who are bound by confidentiality obligations at least as restrictive as those contained herein (each, a “Representative”). Each party shall be responsible for any breach of confidentiality by any of its Representatives.

6.3 Additional Exclusions. A Receiving Party will not violate its confidentiality obligations if it discloses the Disclosing Party’s Confidential Information if required by applicable laws, including by court subpoena or similar instrument so long as the Receiving Party provides the Disclosing Party with written notice of the required disclosure so as to allow the Disclosing Party to contest or seek to limit the disclosure or obtain a protective order. If no protective order or other remedy is obtained, the Receiving Party will furnish only that portion of the Confidential Information that is legally required, and agrees to exercise reasonable efforts to ensure that confidential treatment will be accorded to the Confidential Information so disclosed.

7. Data Protection

7.1 Customer Data. Customer grants Serval a limited license during the Term to use Customer Data to provide and maintain the Service and gather Usage Data.

7.2 DPA. Serval will process all Customer Data for the purposes set forth in this Agreement and in accordance with the DPA.

7.3 Security. Serval maintains industry-standard physical, technical, and administrative safeguards in order to protect Customer Data in accordance with the “Security Protocols” set forth in Annex II of the DPA.

7.4 Artificial Intelligence. Serval may use artificial intelligence or machine learning tools (“AI”) in processing Customer Data to provide and maintain the Service as specified in Section 7.1, including to provide Support, but Serval will not, and will not allow any third party to, use Customer Data to train, fine-tune, or improve any AI.

8. Ownership

8.1 Serval Property. Serval owns and retains all right, title, and interest in and to the Service. Except for the limited license granted to Customer in Section 2.1, Serval does not by means of this Agreement or otherwise transfer any rights in the Service to Customer (including any derivative works thereof), and Customer will take no action inconsistent with Serval’s intellectual property rights in the Service.

8.2 Feedback. Customer may provide comments, suggestions and recommendations to Serval regarding the Service such as modifications, enhancements, improvements and other changes (collectively, “Feedback”). Serval may freely use and exploit any such Feedback without any obligation to Customer.

8.3 Customer Property. As between the parties, Customer owns and retains all right, title, and interest in and to the Customer Data and does not by means this Agreement or otherwise transfer any rights in the Customer Data to Serval, except for the limited license set forth in Section 7.1.

9. Representations and Warranties

9.1 Mutual Representations and Warranties. Each party represents and warrants it has validly entered into this Agreement and has the legal power to do so.

9.2 Serval Representations and Warranties. Serval represents and warrants that (i) the Service will materially conform with the Documentation; (ii) the Service will be provided in a manner consistent with generally accepted industry standards; and (iii) Serval will comply with all laws that are applicable to its operation of the Service.

9.3 Customer Representations and Warranties. Customer represents and warrants that it (i) has all rights and permissions necessary to grant the license in Section 7.1, and (ii) will comply with all laws that are applicable to its use of the Service.

9.4 Disclaimer. WITH THE EXCEPTION OF THE LIMITED WARRANTIES SET FORTH IN THIS SECTION 9, THE SERVICE, AND ANY INFORMATION PROVIDED BY THE SERVICE, IS PROVIDED "AS IS" TO THE FULLEST EXTENT PERMITTED BY LAW. SERVAL AND ITS LICENSORS EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF PERFORMANCE, ACCURACY, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSES, AND NON-INFRINGEMENT. SERVAL DOES NOT WARRANT THAT THE SERVICE (I) IS ERROR-FREE, (II) WILL PERFORM UNINTERRUPTED, OR (III) WILL MEET CUSTOMER'S REQUIREMENTS. THE SERVICE MAY ALLOW CUSTOMER TO CONNECT TO WITH THIRD PARTY SERVICES. CUSTOMER IS SOLELY RESPONSIBLE FOR PROCURING ALL RIGHTS NECESSARY FOR IT TO ACCESS THIRD PARTY SERVICES VIA THE SERVICE AND FOR COMPLYING WITH THE PROVIDER’S TERMS. SERVAL DOES NOT PROVIDE, AND HAS NO RESPONSIBILITY FOR, ANY ASPECT OF SUCH SERVICES, INCLUDING COMPATIBILITY ISSUES, ERRORS, OR BUGS, AND DOES NOT GUARANTEE THEIR AVAILABILITY.

10. Insurance

10.1 Serval will maintain in full force and effect during the term of this Agreement:

(a) Commercial general liability insurance on an occurrence basis for bodily injury, death, property damage, and personal injury, with coverage limits of not less than $1,000,000 per occurrence and $2,000,000 general aggregate for bodily injury and property damage;

(b) Umbrella liability insurance on an occurrence form, for limits of not less than $5,000,000 per occurrence and in the aggregate; and

(c) Technology Errors & Omissions and Cyber-risk insurance on an occurrence or claims-made form, for limits of not less than $5,000,000 annual aggregate covering liabilities for financial loss resulting or arising from acts, errors or omissions in the rendering of the Service, or from data damage, destruction, or corruption, including without limitation, unauthorized access, unauthorized use, virus transmission, denial of service, and violation of privacy from network security failures in connection with the Service.
10.2 Insurance carriers will be rated A-VII or better by A.M. Best Provider. Serval’s coverage will be considered primary without right of contribution of Customer’s insurance policies.

11. Indemnification

11.1 By Serval. Serval will indemnify, defend, and hold Customer, its Affiliates, and their respective owners, directors, members, officers, and employees (collectively, “Customer Indemnitees”) harmless from and against any claim, action, demand, suit or proceeding made or brought by a third party (each a “Claim”) against any of the Customer Indemnitees alleging that Customer’s use of the Service infringes or misappropriates any patent, trademark, copyright, or any other intellectual property of such third party. Serval will pay any settlement of such Claim, or any damages finally awarded against any Customer Indemnitees by a court of competent jurisdiction as a result of any such Claim, so long as Customer (i) gives Serval prompt written notice of the Claim, (ii) gives Serval sole control of the defense and settlement of the Claim (provided that Serval may not settle any Claim without the Customer Indemnitee’s written consent, which will not be unreasonably withheld), and (iii) provides to Serval all reasonable assistance, at Serval’s request and expense. If Customer’s right to use the Service hereunder is, or in Serval’s opinion is likely to be, enjoined as the result of a Claim, then Serval may, at Serval’s sole option and expense procure for Customer the right to continue using the Service under the terms of this Agreement, or replace or modify the Service so as to be non-infringing and substantially equivalent in function to the claimed infringing or enjoined Service. Serval will have no indemnification obligations under this Section 11.1 to the extent that a Claim is based on or arises from: (a) use of the Service in a manner other than as expressly permitted in this Agreement; (b) any alteration or modification of the Service except as expressly authorized by Serval; (c) the combination of the Service with any other software or service (to the extent that the alleged infringement arises from such combination); or (d) where the Claim arises out of specifications provided by Customer. This Section 11.1 sets forth Serval’s sole and exclusive liability, and Customer’s exclusive remedies, for any Claim of infringement or misappropriation of intellectual property.

11.2 By Customer. Customer will indemnify, defend, and hold harmless Serval, its Affiliates, and their respective owners, directors, members, officers, and employees (together, the “Serval Indemnitees”) from and against any Claim against the Serval Indemnitees related to (i) Customer’s or a User’s engaging in a Prohibited Use, or (ii) Customer’s breach of Section 9.3. Customer will pay any settlement of and any damages finally awarded against any Serval Indemnitee by a court of competent jurisdiction as a result of any such Claim so long as Serval (a) gives Customer prompt written notice of the Claim, (b) gives Customer sole control of the defense and settlement of the Claim (provided that Customer may not settle any Claim without Serval’s prior written consent which will not be unreasonably withheld), and (c) provides to Customer all reasonable assistance, at Customer’s request and expense.

12. Limitations of Liability

12.1 NEITHER PARTY, NOR ITS AFFILIATES, NOR THE OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, OR REPRESENTATIVES OF ANY OF THEM, WILL BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, THAT MAY ARISE OUT OF THIS AGREEMENT, EVEN IF THE OTHER PARTY HAS BEEN NOTIFIED OF THE POSSIBILITY OR LIKELIHOOD AND WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, SERVICE LIABILITY OR OTHERWISE.

12.2 EXCEPT WITH RESPECT TO EXCLUDED CLAIMS AND UNCAPPED CLAIMS, IN NO EVENT WILL THE COLLECTIVE LIABILITY OF EITHER PARTY, OR THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS AND REPRESENTATIVES, TO THE OTHER PARTY FOR ANY AND ALL DAMAGES, INJURIES, AND LOSSES ARISING FROM ANY AND ALL CLAIMS AND CAUSES OF ACTION ARISING OUT OF, BASED ON, RESULTING FROM, OR IN ANY WAY RELATED TO THIS AGREEMENT, EXCEED THE TOTAL AMOUNT OF FEES PAID OR PAYABLE BY CUSTOMER TO SERVAL FOR USE OF THE SERVICE DURING THE PRIOR 12 MONTHS UNDER THIS AGREEMENT (“FEES PAID”). THE EXISTENCE OF MULTIPLE CLAIMS OR SUITS UNDER OR RELATED TO THIS AGREEMENT WILL NOT ENLARGE OR EXTEND THE LIMITATION OF MONEY DAMAGES.

12.3 “Excluded Claims” means any claim and/or liability associated with any breach by Serval of Sections 7.2 through 7.4 or the DPA. Serval’s total, cumulative liability for all Excluded Claims will not exceed two times the amount of Fees Paid.

12.4 “Uncapped Claims” means any claim or liability associated with: (a) either party’s breach of confidentiality (but not relating to any liability associated with Serval’s security obligations with respect to Customer Data which remains subject to the Excluded Claims cap); (b) either party’s respective indemnification obligations under Section 11; or (c) any liability of a party which cannot be limited under applicable law, including gross negligence, recklessness, or intentional misconduct.

13. Reseller Orders

This Section applies to the extent that Customer orders the Service from an authorized reseller pursuant to an agreement with the reseller (a “Reseller Order”). With respect to Reseller Orders: (a) references to “Order Form” in this Agreement mean the applicable Reseller Order; (b) invoicing and payment of fees and taxes will be handled pursuant to the Reseller Order, with fees and taxes, where applicable, paid directly to the reseller; (c) any credits or refunds owed by Serval will be provided to the reseller and not to Customer; (d) Serval will have no responsibility or liability with respect to the reseller’s failure to make payments to Customer; and (e) Serval may pursue payment directly from Customer if the reseller fails to pay Serval as a result of Customer’s failure to pay the reseller. No additional terms in any Reseller Order will apply to Serval and this Agreement will prevail in the event of any conflict between it and any Reseller Order.

14. US Government Customers

The Service was developed solely at private expense and is a “commercial product”, “commercial item”, or “commercial computer software” as defined in the Federal Acquisition Regulation 2.101 and other relevant government procurement regulations including agency supplements. Any use, duplication, or disclosure of the Service by or on behalf of the U.S. government is subject to restrictions as set forth in this Agreement as consistent with federal law and regulations. If these terms fail to meet the U.S. Government’s needs or are inconsistent in any respect with federal law, Customer will immediately discontinue its use of the Service.

15. Miscellaneous

This Agreement is the entire agreement between Customer and Serval and supersedes all prior agreements and understandings concerning the subject matter hereof. Customer and Serval are independent contractors, and this Agreement will not establish any relationship of partnership, joint venture, or agency between Customer and Serval. Failure to exercise any right under this Agreement will not constitute a waiver. There are no third-party beneficiaries to this Agreement. This Agreement is governed by the laws of California without reference to conflicts of law rules. For any dispute relating to this Agreement, the Parties consent to personal jurisdiction and the exclusive venue of the courts in San Francisco County, California. Any notice provided by one party to the other under this Agreement will be in writing and sent by electronic mail to the address on file with the party providing the notice. If any provision of this Agreement is found unenforceable, this Agreement will be construed as if it had not been included. Neither party may assign this Agreement without the prior, written consent of the other party, except that either party may assign this Agreement without such consent in connection with an acquisition of the assigning party or a sale of all or substantially all of its assets.

EXHIBIT A
Service Level Agreement

1. Definitions. For purposes of this Service Level Agreement (the “Service Level Agreement”), the following terms have the meaning ascribed to each term below:

“Downtime” means if Customer is unable to access the Services by means of a web browser and/or API as a result of failure(s) in the Services or architecture, as confirmed by Serval.

“Monthly Uptime Percentage” means the total number of minutes in a calendar month minus the number of minutes of Downtime suffered in a calendar month, divided by the total number of minutes in a calendar month.

“Service Credit” means the number of days that Serval will add to the end of the Term, at no charge to Customer.

2. Service Level Warranty. During the Term, the Services will be available to Customer at least 99.9% of the time in any calendar month (the “Service Level Warranty”) which can be monitored at https://status.serval.com. If the Monthly Uptime Percentage does not meet the Service Level Warranty in any calendar month, and if Customer meets its obligations under this Agreement, then Customer will be eligible to receive Service Credit as follows:

3. Customer Must Request Service Credit. In order to receive Service Credit, Customer must submit a written request to Serval at support@serval.com within 30 days from the time Customer becomes eligible to receive a Service Credit under the terms of this Agreement. Customer becomes eligible at the end of the calendar month in which the Service Level Warranty was not met. The written request must include: (i) the dates and times of each Downtime incident (UTC), (ii) the relevant support ticket numbers, if applicable, and (iii) a description of the observed impact. Serval will verify Customer’s written request against its monitoring data and, if confirmed, apply the credited days to the Customer’s Term within 30 days. Failure to comply with this requirement will forfeit Customer’s right to receive Service Credit.

4. Maximum Service Credit. The aggregate maximum amount of Service Credit to be issued by Serval to Customer for all Downtime that occurs in a single calendar month will not exceed 15 days. Service Credit may not be exchanged for, or converted into, monetary amounts.

5. Termination. If Customer receives a Service Credit for the lowest uptime percentage listed in Section 2 above (i.e., < 95.0%) for three consecutive months, or three months in any six consecutive months, then no later than 30 days after receipt of the third such Service Credit, Customer may terminate this Agreement and receive a refund equal to the pro rata portion of any prepaid fees allocable to the remaining Term.

6. Exclusions. The Service Level Warranty does not apply to any performance issues that (i) are caused by riots, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism, earthquakes, or any other causes that are beyond Serval’s reasonable control so long as Serval uses commercially reasonable efforts to mitigate the effects of such force majeure, (ii) resulted from Customer’s equipment or third party equipment or service (e.g. Customer’s internet connection), or both, or (iii) resulted from Customer’s violation of the Agreement.

7. Exclusive Remedy. This Service Level Agreement sets forth Customer’s sole and exclusive remedies for any failure by Serval to meet the Service Level Warranty.

EXHIBIT B
Support Services

This Support Services Exhibit sets forth the terms on which Serval’s Deployed Success Managers and other personnel provide technical support (“Support”) to Customer (the “Support Terms”).

1. Definitions

“Authorized Contacts” means the Customer personnel designated by Customer to submit Support requests on Customer’s behalf.

“Error” means a failure of the Services to conform to the published specifications, resulting in the inability to use, or material restriction in the use of, the Services.

“Escalation” means the process by which Serval will work continuously, and at multiple levels of its organization, to resolve an Error if not resolved within a reasonable period after the Start Time.

“Start Time” means the time at which Serval first becomes aware of an Error during Serval’s Support Hours, following initiation of a Support case by Customer in accordance with Sections 2 and 3, below.

“Support Hours” means the hours set forth in the chart in Section 4.

2. General. During a Term, Serval will provide the Support described in these Support Terms. Serval provides Support during the Support Hours.

3. Contacts. Customer may initiate a Support case through a Serval-owned team communication channel (e.g., Slack or Teams) or by emailing support@serval.com. Authorized Contacts may initiate an unlimited number of Support cases.

4. Priority Levels and Timeframes. Serval will establish the Priority Level of an Error and the corresponding Support case in its sole discretion and will use its commercially reasonable efforts to adhere to the Response Times and Resolution Times set forth below. If an Error is not addressed or a suitable workaround not implemented within the Resolution Time corresponding to the Priority Level of the Error, Serval will commence an Escalation.

*U.S. federal holidays are excluded from business hours for P3 and P4 issues.

5. Authorized Contacts. Customer may designate up to 5 Authorized Contacts (generally team managers, Serval org admins). Authorized Contacts must complete Serval platform onboarding and provide complete issue details when submitting requests.

6. Conditions, Exclusions, and Termination.

a. Conditions. Serval’s obligation to provide Support is conditioned upon the following: (i) Customer makes reasonable efforts to solve the Error after consulting with Serval; (ii) Customer provides Serval with sufficient information and resources to correct the Error, as well as any and all assistance or documentation reasonably requested by Serval; (iii) Customer procures, installs, and maintains all equipment, telephone lines, communication interfaces and other hardware necessary to access and operate the Services; and (iv) Customer applies updates and patches reasonably recommended by Serval.

b. Exclusions. Serval is not obligated to provide Support in the following situations: (i) the problem is caused by Customer’s negligence, hardware malfunction, or other causes beyond the reasonable control of Serval; (ii) the problem is with third party software not licensed through Serval; (iii) the problem results from an outage or degradation of third-party infrastructure or cloud services not within Serval’s reasonable control; or (iv) Customer fails to pay any amount that is payable to Serval within the timeframe for payment specified in the Agreement.

c. Termination. Serval reserves the right to conclude its performance of a Support case when, in its reasonable discretion, Serval determines that it has provided a satisfactory resolution or workaround to the Error.