Legal

Master Services Agreement

Version: October 8, 2026. This is the Customer Agreement (SaaS) referred to in Hyphenate Order Forms (also called the Master Services Agreement or “MSA”).

This Customer Agreement (SaaS) (this “Agreement”) is between Prosperous Commerce Inc., a Delaware corporation (d/b/a Hyphenate) (“Hyphenate”), and the entity identified as “Customer” in the applicable Order Form (“Customer”), and is effective as of the Effective Date set forth in the applicable Order Form.
Background. Hyphenate has developed and makes available a SaaS-based, AI-agent platform for finance and accounting automation (the “Hyphenate Platform”).

1. Definitions

1.1. The following terms, when used in this Agreement, will have the following meanings:
“Affiliate” means an entity that directly or indirectly Controls, is Controlled by, or is under common Control with another entity, so long as such Control exists, wherein “Control” means beneficial ownership of 50% or more of the voting power or equity in an entity or power to direct an entity’s management.
“Confidential Information” means any information disclosed by either party that is marked or otherwise designated as confidential or proprietary or that should otherwise be reasonably understood to be confidential in light of the nature of the information and the circumstances surrounding disclosure. Confidential Information will not include information that (a) is in the public domain through no fault of the receiving party; (b) was properly known to the receiving party, without restriction, prior to disclosure; (c) was properly disclosed to the receiving party, without restriction, by another person with legal authority to do so; or (d) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information. Customer Materials are Customer’s Confidential Information whether or not marked.
“Customer Materials” means any data, content or materials that Customer (including its Users) submits to its Hyphenate Platform accounts.
“Documentation” means Hyphenate’s then-current standard usage documentation for the Hyphenate Platform.
“Order Form” means an order form, quote or other similar document that sets forth the specific Hyphenate Platform to which Customer is subscribing, the pricing therefor (including in relation to overages), and the subscription term, and that references this Agreement and is mutually executed by the parties.
“Third Party Platform” means any product, service or platform not provided by Hyphenate that Customer elects to use with the Hyphenate Platform.
“User” means anyone that Customer allows to use its accounts for the Hyphenate Platform, consisting of Customer’s employees and contractors (solely for purposes of providing services to Customer).

2. Hyphenate Platform

2.1 Provision of Hyphenate Platform

Subject to this Agreement, Hyphenate will make the Hyphenate Platform available to Customer pursuant to this Agreement, the Service Level Agreement set out in Exhibit A (the “SLA”) and the applicable Order Form, and hereby grants Customer a non-exclusive right to access and use the Hyphenate Platform for its internal business purposes during the applicable subscription term. Customer may permit Users to use the Hyphenate Platform on its behalf. Customer is responsible for provisioning and managing its User accounts, for its Users’ actions through the Hyphenate Platform and for their compliance with this Agreement.

2.2 Data Security

(a) Hyphenate 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, Hyphenate will maintain the administrative, physical and technical safeguards to protect the security of Customer Materials that are described in the Hyphenate security page located at https://www.hyphenate.ai/security (the “Security Page”) posted as of the Effective Date (and as the Security Page may be updated by Hyphenate in a manner that does not materially decrease the applicable protections).
(b) To the extent that Hyphenate processes any Customer Personal Data (as defined in the DPA referenced below) contained in Customer Materials that is subject to Data Protection Laws (as defined in the DPA), on Customer’s behalf, in the provision of the Hyphenate Platform, the Data Processing Addendum published at https://hyphenate.ai/dpa as of the Effective Date (the “DPA”), which is incorporated herein by reference, shall form part of this Agreement.

2.3 Customer Responsibilities

(a) Customer acknowledges that Hyphenate’s provision of the Hyphenate Platform is dependent on Customer providing all reasonably required cooperation (including the prompt provision of access to Customer’s systems, personnel, cooperation and materials as reasonably required and any other access as may be specified in the applicable Order Form), and Customer will provide all such cooperation in a diligent and timely manner.
(b) Customer will (i) use commercially reasonable efforts to prevent unauthorized access to or use of the Hyphenate Platform and notify Hyphenate promptly of any such unauthorized access or use or any other known or suspected breach of security or misuse of the Hyphenate Platform and (ii) be responsible for obtaining and maintaining any equipment, software and ancillary services needed to connect to, access or otherwise use the Hyphenate Platform, including as set forth in the Documentation. Customer will be solely responsible for its failure to maintain such equipment, software and services, and Hyphenate will have no liability for such failure (including under any service level agreement). As between the parties, Customer is responsible for the content and accuracy of Customer Materials.
(c) Customer authorizes Hyphenate to access and use Third Party Platforms on Customer’s behalf using the credentials, tokens and integration users that Customer provides, represents that it has the right to grant that access under the applicable Third Party Platform terms, and is responsible for the acts of those Third Party Platforms and for any fees they charge.

2.4 Affiliates

Any Affiliate of Customer will have the right to enter into an Order Form executed by such Affiliate and Hyphenate and this Agreement will apply to each such Order Form as if such Affiliate were a signatory to this Agreement. With respect to such Order Forms, such Affiliate becomes a party to this Agreement and references to Customer in this Agreement are deemed to be references to such Affiliate. Each Order Form is a separate obligation of the Customer entity that executes such Order Form, and no other Customer entity has any liability or obligation under such Order Form.

2.5 Professional Services

Hyphenate will perform any implementation, configuration, onboarding or support services described in an Order Form in a professional and workmanlike manner. Configurations, workflows, prompts, templates and models created or refined by Hyphenate in the course of those services are part of the Hyphenate Platform and, to the extent they do not incorporate Customer Materials, are owned by Hyphenate; Customer may use them as part of the Hyphenate Platform during the applicable subscription term.

3. Fees

3.1 Fees

Customer will pay Hyphenate the fees set forth in the applicable Order Form. Customer will pay those amounts due and not disputed in good faith within thirty (30) days of the date of receipt of the applicable invoice (the “Payment Period”), unless a specific date for payment is set forth in such Order Form, in which case payment will be due on the date specified. Except as otherwise specified herein or in such Order Form, (a) fees are quoted and payable in United States dollars and (b) payment obligations are non-cancelable and non-pro-ratable for partial months, and fees paid are non-refundable. If Customer disputes an invoice in good faith, it will notify Hyphenate within the Payment Period and the parties will seek to resolve the dispute as soon as reasonably practicable.

3.2 Suspension

Hyphenate may suspend access to all or part of the Hyphenate Platform immediately upon notice if (a) Customer fails to pay any amounts hereunder at least five (5) days past the applicable due date, or (b) Hyphenate reasonably determines that Customer’s or a User’s use of the Hyphenate Platform poses a security risk to the Hyphenate Platform or any third party, or is in breach of Section 5.2 or applicable law. Hyphenate will limit any suspension under clause (b) to the extent and duration reasonably necessary and will restore access promptly once the issue is resolved.

3.3 Taxes

All amounts payable hereunder are exclusive of any sales, use and other taxes or duties, however designated (collectively, “Taxes”). Customer will be solely responsible for payment of all Taxes, except for those taxes based on the income of Hyphenate. Customer will not withhold any Taxes from any amounts due to Hyphenate.

4. Proprietary Rights

4.1 Proprietary Rights

As between the parties, Hyphenate exclusively owns all right, title and interest in and to the Hyphenate Platform, System Data and Hyphenate’s Confidential Information, and Customer exclusively owns all right, title and interest in and to the Customer Materials, output produced specifically for Customer via the use of the Hyphenate Platform by Customer (which will constitute Customer Materials), and Customer’s Confidential Information. “System Data” means technical and usage data collected by Hyphenate regarding the operation of the Hyphenate Platform that may be used to generate logs, statistics or reports regarding the performance, availability, usage, integrity or security of the Hyphenate Platform; System Data does not include Customer Materials, and Hyphenate will remove or pseudonymise Customer Personal Data (as defined in the DPA) from System Data except where it is needed for security or support.

4.2 Feedback

Customer may from time to time provide Hyphenate suggestions or comments for enhancements, new features or functionality, or other feedback (“Feedback”) with respect to the Hyphenate Platform. Hyphenate will have full discretion to determine whether to proceed with any requested enhancements, and the full, unencumbered right, without any obligation to compensate Customer, to use, incorporate and otherwise exploit any such Feedback in connection with its products and services. All Feedback is provided “AS IS” and Hyphenate will not publicly identify Customer as the source of Feedback without Customer’s permission.

5. Confidentiality; Restrictions

5.1 Confidentiality

Each receiving party agrees that it will use the Confidential Information of the disclosing party solely in accordance with the provisions of this Agreement and it will not disclose the same to any third party without the disclosing party’s prior written consent, except as otherwise permitted hereunder. However, the receiving party may disclose such Confidential Information (a) to its employees, contractors, subcontractors and service providers (including, in Hyphenate’s case, the Subprocessors identified under the DPA) who have a need to know and are legally bound to keep such information confidential by confidentiality obligations consistent with those of this Agreement, provided that the receiving party remains responsible for their compliance; and (b) as required by law (in which case the receiving party will provide the disclosing party with prior written notification thereof, will provide the disclosing party with the opportunity to contest such disclosure, and will use its reasonable efforts to minimize such disclosure to the extent permitted by applicable law). Neither party will disclose the terms of any Order Form (including pricing) to any third party, except that either party may confidentially disclose such terms to its actual or potential lenders, investors or acquirers and its professional advisors.

5.2 Technology Restrictions

Customer will not directly or indirectly: (a) reverse engineer, decompile, disassemble, modify, create derivative works of or otherwise create, attempt to create or derive, or permit or assist any third party to create or derive, the source code underlying the Hyphenate Platform; (b) attempt to probe, scan or test the vulnerability of the Hyphenate Platform, breach the security or authentication measures of the Hyphenate Platform without proper authorization or wilfully render any part of the Hyphenate Platform unusable; (c) use or access the Hyphenate Platform to develop a product or service that is competitive with Hyphenate’s products or services or engage in competitive analysis or benchmarking; (d) transfer, distribute, resell, lease, license, or assign the Hyphenate Platform or otherwise offer the Hyphenate Platform on a standalone basis; or (e) otherwise use the Hyphenate Platform in violation of applicable law (including any export law) or outside the scope expressly permitted hereunder and in the applicable Order Form.

5.3 Injunctive Relief

In the event of actual or threatened breach of the provisions of this Section, the non-breaching party will be entitled to seek immediate injunctive and other equitable relief, without waiving any other rights or remedies available to it.

6. Warranties and Disclaimers

6.1 Mutual

Each party warrants that (a) it has the legal power and authority to enter into this Agreement and (b) it will use industry-standard measures to avoid introducing viruses or other malicious code into the Hyphenate Platform.

6.2 Hyphenate

Hyphenate warrants that the Hyphenate Platform will perform materially as described in the Documentation and that Hyphenate will not materially decrease the overall functionality of the Hyphenate Platform during the applicable subscription term (the “Performance Warranty”). Hyphenate will use reasonable efforts to correct a verified breach of the Performance Warranty reported by Customer. If Hyphenate fails to do so within 30 days after Customer’s warranty report, then either party may terminate the applicable Order Form as it relates to the non-conforming Hyphenate Platform, in which case Hyphenate will provide Customer a pro rata refund of any prepaid subscription fees corresponding to the terminated portion of the term. To receive these remedies, Customer must report a breach in reasonable detail within 30 days after discovering the issue. These procedures are Customer’s exclusive remedies and Hyphenate’s sole liability for breach of the Performance Warranty.

6.3 Customer

Customer warrants that it has all rights necessary to provide any information, data or other materials that it provides hereunder, and to permit Hyphenate to use the same as contemplated hereunder.

6.4 Disclaimers

EXCEPT AS EXPRESSLY SET FORTH HEREIN, EACH PARTY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. HYPHENATE DOES NOT REPRESENT OR WARRANT THAT THE HYPHENATE PLATFORM OR ANY OUTPUT WILL BE ERROR-FREE. HYPHENATE IS NOT RESPONSIBLE OR LIABLE FOR ANY THIRD PARTY PLATFORMS.

6.5 No-Charge Products

FROM TIME TO TIME, CUSTOMER MAY HAVE ACCESS TO FREE ACCOUNTS OR TRIAL USE, PRE-RELEASE, ALPHA OR BETA VERSIONS OR FEATURES (COLLECTIVELY, “NO-CHARGE PRODUCTS”) OFFERED BY HYPHENATE. CUSTOMER’S USE OF NO-CHARGE PRODUCTS IS SUBJECT TO ANY ADDITIONAL TERMS THAT HYPHENATE MAY SPECIFY. EXCEPT AS OTHERWISE SET FORTH IN THIS SECTION, THIS AGREEMENT APPLIES TO NO-CHARGE PRODUCTS. HYPHENATE MAY MODIFY OR TERMINATE CUSTOMER’S RIGHT TO USE NO-CHARGE PRODUCTS AT ANY TIME. NOTWITHSTANDING ANYTHING TO THE CONTRARY, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, HYPHENATE DISCLAIMS ALL OBLIGATIONS, WARRANTIES AND LIABILITIES WITH RESPECT TO NO-CHARGE PRODUCTS, INCLUDING ANY SERVICE LEVEL OR INDEMNITY OBLIGATIONS.

7. Indemnification

7.1 Indemnity by Hyphenate

Hyphenate will defend Customer against any claim, demand, suit, or proceeding (“Claim”) made or brought against Customer by a third party alleging that the use of the Hyphenate Platform as permitted hereunder infringes or misappropriates a United States patent, copyright or trade secret and will indemnify Customer for any damages finally awarded against Customer (or any settlement approved by Hyphenate) in connection with any such Claim; provided that (a) Customer will promptly notify Hyphenate of such Claim, (b) Hyphenate will have the sole and exclusive authority to defend and/or settle any such Claim (provided that Hyphenate may not settle any Claim without Customer’s prior written consent, which will not be unreasonably withheld, unless it unconditionally releases Customer of all related liability) and (c) Customer reasonably cooperates with Hyphenate in connection therewith. If the use of the Hyphenate Platform by Customer has become, or in Hyphenate’s opinion is likely to become, the subject of any claim of infringement, Hyphenate may at its option and expense (i) procure for Customer the right to continue using and receiving the Hyphenate Platform as set forth hereunder; (ii) replace or modify the Hyphenate Platform to make it non-infringing (with comparable functionality); or (iii) if the options in clauses (i) or (ii) are not reasonably practicable, terminate the applicable Order Form and provide Customer a pro rata refund of any prepaid subscription fees corresponding to the terminated portion of the applicable subscription term. Hyphenate will have no liability or obligation with respect to any Claim if such Claim is caused in whole or in part by (A) designs, guidelines, configurations, plans or specifications provided by Customer; (B) use of the Hyphenate Platform by Customer not in accordance with this Agreement; (C) modification of the Hyphenate Platform by or on behalf of Customer; (D) Customer Materials, or (E) the combination, operation or use of the Hyphenate Platform with other products or services where the Hyphenate Platform would not by itself be infringing (clauses (A) through (E), “Excluded Claims”). This Section states Hyphenate’s sole and exclusive liability and obligation, and Customer’s exclusive remedy, for any claim of any nature related to infringement or misappropriation of intellectual property.

7.2 Indemnification by Customer

Customer will defend Hyphenate against any Claim made or brought against Hyphenate by a third party arising out of any Excluded Claims, and Customer will indemnify Hyphenate for any damages finally awarded against Hyphenate (or any settlement approved by Customer) in connection with any such Claim; provided that (a) Hyphenate will promptly notify Customer of such Claim, (b) Customer will have the sole and exclusive authority to defend and/or settle any such Claim (provided that Customer may not settle any Claim without Hyphenate’s prior written consent, which will not be unreasonably withheld, unless it unconditionally releases Hyphenate of all liability) and (c) Hyphenate reasonably cooperates with Customer in connection therewith.

8. Limitation of Liability

EXCEPT FOR A PARTY’S INDEMNIFICATION OBLIGATIONS OR INFRINGEMENT OR MISAPPROPRIATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, UNDER NO LEGAL THEORY (WHETHER IN TORT, CONTRACT OR OTHERWISE) WILL EITHER PARTY BE LIABLE TO THE OTHER UNDER THIS AGREEMENT FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING DAMAGES FOR LOSS OF USE, LOST PROFITS, LOST SALES OR BUSINESS, INTERRUPTION OF BUSINESS, OR LOST CONTENT OR DATA, EVEN IF INFORMED OF THEIR POSSIBILITY IN ADVANCE; OR (B) EXCLUDING CUSTOMER’S PAYMENT OBLIGATIONS, ANY AGGREGATE LIABILITY IN EXCESS OF THE AMOUNTS PAID BY CUSTOMER UNDER THE APPLICABLE ORDER FORM DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

9. Termination

9.1 Term

The term of this Agreement will commence on the Effective Date and continue until terminated as set forth below. The initial term of each Order Form will begin on the applicable subscription start date indicated in such Order Form and will continue for the subscription term set forth therein.

9.2 Termination

Each party may terminate this Agreement upon written notice to the other party if there are no Order Forms then in effect. Each party may also terminate this Agreement or the applicable Order Form upon written notice in the event (a) the other party commits any material breach of this Agreement or the applicable Order Form and fails to remedy such breach within thirty (30) days after written notice of such breach or (b) subject to applicable law, upon the other party’s liquidation, commencement of dissolution proceedings or assignment of substantially all its assets for the benefit of creditors, or if the other party becomes the subject of a bankruptcy or similar proceeding that is not dismissed within sixty (60) days.

9.3 Effect of Expiration / Termination

Upon expiration or termination of this Agreement (a) all rights and obligations will immediately terminate except that any terms that by their nature should survive will survive, including those relating to payment, proprietary rights, confidentiality, technology restrictions, disclaimers, indemnification, limitations of liability, termination and the general provisions below; and (b) except as set forth herein, each receiving party will return or destroy, at the disclosing party’s option, any Confidential Information of such disclosing party in its possession or control.

9.4 Customer Materials Retrieval

Upon Customer’s written request made on or prior to expiration or termination of the applicable Order Form, Hyphenate will give Customer limited access to the Hyphenate Platform for a period of up to thirty (30) days after such expiration or termination, at no additional cost, solely for purposes of retrieving Customer Materials. Subject to such retrieval period and Hyphenate’s legal obligations, Hyphenate has no obligation to maintain or provide any Customer Materials and will, unless legally prohibited, delete Customer Materials after such expiration or termination; provided, however, that Hyphenate will not be required to remove copies of the Customer Materials from its backup media and servers until such time as the backup copies are scheduled to be deleted, provided further that in all cases Hyphenate will continue to protect the Customer Materials in accordance with this Agreement. For clarity, during the term of the applicable Order Form, Customer may extract Customer Materials using Hyphenate’s standard web services as described in the Documentation.

10. General

10.1 Insurance

Hyphenate will, during the term of this Agreement, maintain in force at its own cost the following insurance: (a) statutory workers’ compensation and employer’s liability as required by applicable law; (b) commercial general liability on an occurrence basis, including premises-operations, products and completed operations, contractual liability and personal injury; and (c) professional errors and omissions and cyber liability covering the Hyphenate Platform, placed on either an occurrence or a claims-made basis, each with reputable insurers in commercially reasonable amounts appropriate to the services.

10.2 Publicity

Customer agrees that Hyphenate may refer to Customer’s name and trademarks in Hyphenate’s marketing materials and website; however, Hyphenate will not use Customer’s name or trademarks in any other publicity (e.g., press releases, customer references and case studies) without Customer’s prior written consent (which may be by email).

10.3 Assignment

Neither party may assign or transfer this Agreement, in whole or in part, without the other party’s prior written consent, except that either party may assign this Agreement without consent to a successor to all or substantially all of its assets or business related to this Agreement. Any attempted assignment, delegation or transfer in violation hereof will be null and void. Subject to the foregoing, this Agreement will be binding on the parties and their successors and assigns.

10.4 Amendment; Waiver

No amendment or modification to this Agreement, nor any waiver of any rights hereunder, will be effective unless assented to in writing by both parties. Any such waiver will be only to the specific provision and under the specific circumstances for which it was given, and will not apply with respect to any repeated or continued violation of the same provision or any other provision. Failure or delay by either party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision.

10.5 Relationship

Nothing contained herein will constitute any association, partnership, agency, employment or joint venture between the parties, or be construed to evidence an intention to establish any such relationship. Neither party will have the authority to obligate or bind the other, and nothing herein gives rise to any rights of any kind to any third parties.

10.6 Unenforceability

If a court of competent jurisdiction determines that any provision of this Agreement is invalid, illegal or otherwise unenforceable, such provision will be enforced as nearly as possible in accordance with the stated intention of the parties, while the remainder of this Agreement will remain in full force and effect.

10.7 Governing Law

This Agreement will be governed by the laws of the State of New York, exclusive of its rules governing choice of law and conflict of laws. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods. Each party irrevocably consents to the exclusive jurisdiction of, and venue in, the state and federal courts located in New York County, New York for any dispute arising out of or relating to this Agreement, except that either party may seek injunctive or other equitable relief in any court of competent jurisdiction. To the extent permitted by applicable law, each party waives trial by jury in any such dispute.

10.8 Notices

Any notice required or permitted to be given hereunder will be given in writing by personal delivery, certified mail, return receipt requested, by overnight delivery, or by email with confirmation of transmission (except for notices of breach or termination, which must also be sent by one of the other methods). Notices to the parties must be sent to the respective address set forth in the applicable Order Form, or such other address designated pursuant to this Section. Notices to Hyphenate: Prosperous Commerce Inc. (d/b/a Hyphenate), 1450 Broadway, Suite 15-103, New York, New York 10018, Attn: Legal, with a copy by email to legal@hyphenate.ai.

10.9 Entire Agreement

This Agreement comprises the entire agreement between Customer and Hyphenate with respect to its subject matter, and supersedes all prior and contemporaneous proposals, statements, sales materials, presentations and agreements (oral and written); provided that any non-disclosure agreement between the parties will continue to govern information disclosed under it before the Effective Date. No oral or written information or advice given by Hyphenate, its agents or employees will create a warranty or in any way increase the scope of the warranties in this Agreement.

10.10 Force Majeure

Neither party will be deemed in breach hereunder for any cessation, interruption or delay in the performance of its obligations (excluding payment obligations) due to causes beyond its reasonable control (a “Force Majeure Event”), including earthquake, flood or other natural disaster, act of God, labor controversy, civil disturbance, terrorism, war (whether or not officially declared), cyber attacks, or the inability to obtain sufficient supplies, transportation or other essential commodity or service, or any change in or adoption of any law, regulation, judgment or decree.

10.11 Interpretation

For purposes hereof, “including” means “including without limitation”.

10.12 Versions; Order of Precedence

The version of this Agreement (including the SLA) published at https://hyphenate.ai/msa, and the version of the DPA published at https://hyphenate.ai/dpa, on the Effective Date of an Order Form govern that Order Form and its renewals, unless the parties agree otherwise in writing. Hyphenate keeps a dated copy of each published version and will provide it on request to legal@hyphenate.ai. In the event of a conflict, the following order of precedence applies: (a) the Order Form, (b) the DPA (as to the Processing of Customer Personal Data), (c) this Agreement, and (d) the SLA.

Exhibit A — Service Level Agreement

Availability Commitment

The Hyphenate Platform will be Available 99.5% of the time, measured on a calendar monthly basis (the “Availability Commitment”). “Availability” means that the Hyphenate Platform is accessible to Customer. Availability measures will not include downtime resulting from:
Upgrades: Customer will receive prior notice by email of Hyphenate’s upgrade windows, which will be scheduled between 5pm and midnight Pacific Time to the extent feasible.
Pre-scheduled maintenance periods: Customer will receive at least 24 hours prior notification by email of pre-scheduled maintenance periods. Maintenance will be scheduled between 5pm and midnight Pacific Time.
Emergency maintenance periods: Customer will receive prior notice by email on a commercially reasonable efforts basis, for applying critical security patches and other emergency repairs.
The Availability Commitment does not apply to any downtime that results from: account suspension or termination due to Customer’s breach of the Agreement; disengagement of functionality at Customer’s request; Force Majeure Events; or Customer’s (or its service provider’s) equipment, software or other technology. Hyphenate will provide Customer with reports on Availability upon request.

Service Credits

If Hyphenate fails to achieve the Availability Commitment in a month, Customer may claim the service credit, if any, set forth in the applicable Order Form.
Customer will not be entitled to a credit if it is in breach of this Agreement, including its payment obligations. To receive a credit, a Customer must file a claim for such credit within five (5) days following the end of the month in which the Availability Commitment was not met by contacting Hyphenate at support@hyphenate.ai with a complete description of the downtime, how Customer was adversely affected, and for how long. The credit remedy set forth in this Service Level Agreement is Customer’s sole and exclusive remedy for the unavailability of the Hyphenate Platform.

Customer Support

Hyphenate live technical support business hours will start at 9:00 am Pacific Time and run until 5:00 pm Pacific Time on weekdays. Technical support can be contacted via email at support@hyphenate.ai or via shared channels in the customer communication platform.
Communication Channels: Email: support@hyphenate.ai. Communication tool: a shared Slack or Microsoft Teams channel.
Live technical support will not be available on Christmas Day (December 25) and New Year’s Day (January 1). Limited technical support will be available during the hours listed above during Hyphenate holidays. The current Hyphenate holidays are set forth below: Presidents Day (third Monday of February); Memorial Day (last Monday of May); Independence Day (July 4); Labor Day (first Monday of September); Thanksgiving Day (fourth Thursday in November); Christmas Eve (December 24); New Year’s Eve (December 31).