Terms of Service

These Terms of Service (“Terms”) constitute an agreement governing the use of the Services (defined below) provided by Pylon Labs, Inc., a Delaware corporation (“Pylon”) to the organization identified in the applicable Order Form or that otherwise accesses the Services (“Customer”). This Agreement is effective as of the date of an applicable signed Order Form or, if earlier, the date upon which Customer first accesses the Services (as applicable, the “Effective Date”). This Agreement also refers to and incorporates any ordering document signed by Customer and Pylon or Pylon webpage that Customer uses to purchase the Services (each, an “Order Form”) (collectively with these Terms, the “Agreement”).

By clicking a box or otherwise indicating your acceptance of these Terms, by executing an Order Form or other contract that references these Terms, by purchasing Services or otherwise entering into an Order Form or other contract with Pylon for the purchase of Services or under which Services are made available to you, or by otherwise accessing and/or using the Services, whichever is earlier, you accept and agree to be bound by these Terms. If you do not agree to these Terms or you are not authorized to access and/or use the Services, you shall not access or use the Services. If you are accessing and/or using the Services on behalf of a company (such as your employer) or other legal entity, you agree to these Terms on behalf of such company or other legal entity, and you represent and warrant that you have the authority to bind such company or other legal entity to these Terms.

1. SERVICES AND SUPPORT
   
   1. Services. Customer may obtain from Pylon the right to access and use the software, platforms and other technology made available by Pylon for purchase or use by its customers (the “Services”) pursuant to the terms of this Agreement.  
   2. Rights. Subject to the terms of this Agreement, Pylon grants Customer during the applicable Subscription Term (as defined below) a non-exclusive, non-sublicensable, non-transferable right to access and use the Services in accordance with this Agreement and Pylon’s published product documentation (“Documentation”).  
   3. Support; SLA. While under valid license, Pylon will provide Customer with (i) technical support services in accordance with the terms set forth in Exhibit A; and (ii) the commitments in the Service Level Agreement in Exhibit B.
   4. Authorized Users. Customer will not allow any person other than Authorized Users to access or use the Services. Customer may authorize any employee or contractor of Customer to access or use the Services (each an “Authorized User”) on behalf of Customer, provided that (i) such use, including the number of Authorized Users, does not exceed any restrictions or limits in the Order Form, if applicable; and (ii) Customer is responsible for acts or omissions by Authorized Users in connection with their use of the Services as if made by Customer itself. Each account for the Services may only be accessed and used by the specific Authorized User for whom such account is created. Customer may not make account access credentials available to third parties or share individual login credentials between multiple users on an account.
   5. Affiliates. Customer’s Affiliates may enter Order Forms with Pylon under this Agreement, in which case, (i) such Affiliates will be bound by the terms of this Agreement as if they were a signatory hereto, and (ii) references to “Customer” are deemed to be references to such Affiliate. Customer will be responsible and liable for all acts and omissions of its Affiliates that access the Services under this Agreement as if made by Customer itself.  For purposes of this Agreement, “Affiliate” means, with respect to a specified entity, any other entity that directly or indirectly controls, is controlled by, or is under common control with such specified entity, where “control” means the direct or indirect ownership of more than fifty percent (50%) of the voting interests in such entity or the ability to otherwise direct the management or policies of such entity.
   6. Third-Party Services. Certain features and functionalities within the Services may allow Customer and its Authorized Users to interface or interact with, access and/or use compatible third-party services, products, technology and content (collectively, "Third-Party Services") through the Services. For avoidance of doubt, Pylon does not provide any aspect of the Third-Party Services, and Third-Party Services are not “Services.” Pylon makes no representations or warranties regarding Third-Party Services. Thus, Pylon is not responsible for any issues, errors or bugs in the Third-Party Services or in the Services to the extent caused by the Third-Party Services or any update or upgrade thereto. If Customer uses Third-Party Services, (a) Pylon may access and exchange Customer Data between the Third-Party Services and the Services on behalf of Customer to provide the Services to Customer, and (b) Customer acknowledges that the Third-Party Services may be subject to the third-party provider's additional terms. Customer is solely responsible for (i) maintaining the Third-Party Services; (ii) obtaining any associated licenses and consents necessary to use the Third-Party Services in connection with the Services; and (iii) the interoperation and configuration of any Third-Party Services with Customer’s use of the Services. For avoidance of doubt, Pylon remains responsible for the acts and omissions of its subprocessors providing portions of the Services as if made by Pylon. 
   7. Evaluation Services; Beta Services. Pylon may grant Customer access to the Services on a trial, proof-of-concept, or evaluation basis (the “Evaluation Services”) or on an alpha, preview, early access, or beta basis (“Beta Services”). This section applies to such Services. Customer may only use the Evaluation Services for Customer’s internal evaluation purposes. Pylon may restrict and limit Customer’s access to the Evaluation Services and may terminate access at Pylon’s discretion, provided that Pylon will attempt to give prior written notice if such termination is without cause. At the end of the evaluation period, Customer’s access to the Evaluation Services will automatically terminate unless: (i) Customer’s Order Form included an auto-renewal clause which converts Customer’s Evaluation Services to a paid Services order; or (ii) Customer executes a new Order Form.  Notwithstanding any other provision of this Agreement, EVALUATION SERVICES AND BETA SERVICES ARE PROVIDED BY PYLON “AS-IS” AND WITHOUT ANY REPRESENTATIONS, WARRANTIES, PERFORMANCE, DATA SECURITY GUARANTEES, OR SUPPORT OR INDEMNITY OBLIGATIONS.
2. RESTRICTIONS AND RESPONSIBILITIES
   
   1. Restrictions. Customer will not, directly or indirectly: (i) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); (ii) modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Pylon in writing); (iii) sell, assign, lease sublicense, or otherwise transfer the Services or Software, in whole or in part, to any third party without Pylon’s prior written consent; (iv) use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; (v) remove any proprietary notices or labels; (vi)  interfere with or disrupt the integrity or performance of the Services, Software or data contained therein; (vii) attempt to gain unauthorized access to the Services, Software or its related systems or networks; or (viii) use the Services or Customer Data in a manner that infringes, misappropriates, or otherwise violates any third party’s rights or violates laws and regulations.
   2. Customer Equipment. Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”).  Without prejudice to Pylon’s obligations herein, Customer shall also be responsible for maintaining the security of the Equipment, Customer account, Customer’s access credentials and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent (except that Customer is not responsible for unauthorized use by Pylon in violation of this Agreement).  Further, Customer will promptly notify Pylon if Customer knows or reasonably suspects that the Services, any Customer account, or access credentials has been compromised. 
   3. Suspension. Pylon may suspend Customer’s access to the Services if (i) required by law to do so, or (ii) if Pylon believes, acting reasonably and in good faith, that the use of the Services by Customer violates this Agreement or if Customer’s use of the Services poses a credible security risk or risk of harm to the Services, Pylon, or a third party. Pylon will use reasonable efforts to narrowly tailor the suspension and to give Customer notice before suspending Customer’s use of the Services, unless prohibited by law in which case Pylon will provide Customer with notice as soon as permitted. Customer’s access to the Services will be reinstated promptly once the issue causing the suspension has been resolved.
3. CONFIDENTIALITY; PROPRIETARY RIGHTS
   
   1. Confidentiality. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business that is identified as confidential at the time of disclosure or should be reasonably understood by Recipient to be confidential under the circumstances (hereinafter referred to as “Confidential Information”).  Confidential Information of Pylon includes non-public information regarding features, functionality and performance of the Service.  Confidential Information of Customer includes Customer Data (as defined below). The Receiving Party agrees: (i) to take commercially reasonable precautions to protect the Disclosing Party’s Confidential Information, but in no event using less precautions than the Receiving Party uses to protect its own confidential information of a similar nature; (ii) not to use (except in performance of the Services or as otherwise permitted herein) such Confidential Information; or (iii) disclose to any third person any such Confidential Information except as permitted in this Agreement.  The Receiving Party may disclose the Disclosing Party’s Confidential Information to its employees, contractors, and agents who have a need to know and who are bound by confidentiality obligations at least as restrictive as those of this Agreement. The Receiving Party will be responsible for any breach of this section by its employees, contractors, and agents. The Disclosing Party agrees that this section shall not apply with respect to any information that (a) is or becomes generally available to the public through no fault of the Receiving Party, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of or reference to any Confidential Information of the Disclosing Party. The Receiving Party may disclose Confidential Information to the extent required by law, provided that Receiving Party uses reasonable efforts to notify the Disclosing Party in advance (unless prohibited by law).  
   2. Customer Data. As between Customer and Pylon, Customer shall retain all right, title and interest in and to the data and information submitted by Customer and its Authorized Users to the Services (“Customer Data”). Customer is responsible for all Customer Data provided to Pylon and represents and warrants that Customer has all rights, licenses, and permissions required to provide Customer Data and for Pylon to access and use Customer Data in accordance with this Agreement. Customer hereby grants to Pylon a limited, non-exclusive, worldwide license to access and use Customer Data as necessary to provide the Services to Customer and its Authorized Users. 
   3. AI Features. The Services may from time to time include features powered by artificial intelligence (“AI Features”), including third-party artificial intelligence integrated into the Services. In certain cases, the AI Features may allow Customer to submit Customer Data as input (including as prompts or queries) (“Input”) in order for the AI Features to return outputs to Customer based on the Input (“Output”). As between Pylon and Customer, the Output that Customer generates using AI Features forms part of Customer Data. Customer is solely responsible for evaluating the accuracy, completeness, and suitability of any Output from any AI Features for Customer’s use case. Pylon will not use, or permit its subcontractors to use, Customer Data to (i) train artificial intelligence models underlying the Services; or (ii) improve or develop the Services or other products or services of Pylon (except for fine tuning and similar activities conducted exclusively for the benefit and use of Customer).  
   4. Pylon Rights. Pylon shall own and retain all right, title and interest in and to (a) the Services, Software, Documentation, and all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with implementation or support services, and (c) all intellectual property rights related to any of the foregoing. No rights or licenses are granted except as expressly set forth in this Agreement, and all rights are expressly reserved by Pylon and its licensors.
   5. Usage Data. Notwithstanding anything to the contrary, Customer understands and agrees that Pylon shall have the right to collect and use Usage Data (defined below) to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Pylon offerings. As used herein, “Usage Data” means analytics, statistics or performance data about the use of the Services. For clarity, Usage Data: (a) will not include any Customer Data and (b) will be anonymized, de-identified, and/or aggregated such that it could no longer directly or indirectly identify Customer, its Authorized Users or any natural person.
   6. Feedback. From time to time, Customer or its employees, contractors, or representatives may provide Pylon with suggestions, comments, feedback or the like regarding Pylon’s products and services (collectively, “Feedback”).  Customer hereby grants Pylon a perpetual, irrevocable, transferable (with right to sublicense), worldwide, royalty-free, fully-paid up license to use and exploit all Feedback for any purpose, including, without limitation, the testing, development, maintenance and improvement of the Services.  
4. PAYMENT OF FEES
   
   1. Fees. Customer will pay Pylon the fees described in the Order Form in accordance with the terms therein (collectively, the “Fees”).  All Fees are nonrefundable and all payment obligations are non-cancelable except as expressly provided herein. If Customer in good faith believes that Pylon has billed Customer incorrectly, Customer must contact Pylon no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to request an adjustment or credit.  Billing inquiries should be directed to billing@usepylon.com.
   2. Payment Terms. Customer is responsible for providing complete and accurate billing and contact information to Pylon and notifying Pylon of any changes to such information. Pylon may choose to bill through an invoice, in which case, full payment for invoices issued must be received by Pylon thirty (30) days after the mailing date of the invoice, unless otherwise agreed in an Order Form.  Unpaid undisputed amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all reasonable expenses of collection. Pylon may suspend Services if overdue Fees not disputed in good faith remain unpaid 10 days after written notice of overdue payment.  
   3. Taxes. Customer is responsible for payment of all sales, use and excise taxes applicable to Fees and other services fees (“Taxes”), including but not limited to, all sales, use or other taxes, which may be levied or assessed in connection with this Agreement, except for taxes based upon Pylon’s income. Fees are exclusive of Taxes. 
5. TERM AND TERMINATION
   
   1. Agreement Term. This Agreement commences on the Effective Date and continues until terminated as permitted herein (the “Term”). If there are no active Order Forms, this Agreement may be terminated by either party upon thirty (30) days’ prior written notice.
   2. Subscription Term; Renewal. The term of Customer’s Services subscription (“Subscription Term”) is indicated in the applicable Order Form. Unless otherwise agreed in the Order Form, after the applicable Subscription Term, Customer’s Order Forms shall automatically renew for successive one-year Subscription Terms unless either party provides written notice of its intention not to renew at least 30 days before the end of the then-current Subscription Term. Upon renewal, all terms and conditions of this Agreement shall remain in effect unless amended in writing by mutual agreement of the parties. 
   3. Mutual Termination for Cause. In addition to any other remedies it may have, either party may also terminate this Agreement, in whole or in part, upon written notice if the other party (a) materially breaches any of the terms or conditions of this Agreement and fails to cure such breach within 30 days after such notice; or (b) ceases its business operations or becomes subject to a petition in bankruptcy or other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors, and such petition or proceeding is not dismissed within ninety (90) days.   
   4. Effect of Termination. If this Agreement expires or is terminated for any reason: (a) all rights granted by Pylon hereunder shall cease on the effective date of termination; (b) within 30 days of written request, Pylon will delete Customer Data from its systems, and each Receiving Party will delete any Confidential Information of the other in its possession or control, provided that a Receiving Party may retain Confidential Information following its standard back up or retention policies or as required by applicable law; and (c) if Customer terminates for Pylon’s uncured material breach, Pylon will provide Customer a refund of any prepaid, unused fees for the Services. Termination or expiration will not affect any rights or obligations, including the payment of amounts due, which have accrued under this Agreement up to the date of termination. In addition, except for a termination by Customer for cause, if this Agreement terminates any unpaid minimum commitment amounts set forth on the Order Form will become immediately due. 
   5. Survival. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, indemnification, and limitations of liability.
6. WARRANTY AND DISCLAIMER
   
   1. Warranty. Pylon warrants that the Services will materially comply with the Documentation when used in accordance with this Agreement. Pylon’s sole obligation for material non-conformity under the foregoing warranty shall be, in Pylon’s sole discretion, to use commercially reasonable efforts (i) to provide Customer with an error-correction or workaround to the reported non-conformity; (ii) to replace the non-conforming portions of the Services with conforming items; or (iii) if Pylon reasonably determines it cannot provide such remedies in a commercially reasonable manner, to terminate this Agreement and provide Customer a refund of any prepaid, unused fees for the Services.  
   2. Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT OR ANY WARRANTIES ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE. NOTWITHSTANDING ANYTHING TO THE CONTRARY, COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ACCURATE, OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES OR THAT THE SERVICES WILL OPERATE IN COMBINATION WITH CUSTOMER’S EQUIPMENT OR THIRD-PARTY SERVICES.
7. LIMITATION OF LIABILITY
   
   1. Limitation. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.  
   2. Liability Cap. IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER ARISING UNDER BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID OR PAYABLE TO COMPANY IN THE TWELVE-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.  NOTHING IN THIS AGREEMENT SHALL LIMIT CUSTOMER’S OBLIGATIONS WITH RESPECT TO INDEMNIFICATION IN SECTION 8 OR CUSTOMER’S OBLIGATIONS OF PAYMENT. THE FOREGOING LIMITATIONS IN THIS SECTION 7 WILL APPLY DESPITE ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.
8. INDEMNIFICATION
   
   1. Pylon Indemnification. Pylon shall indemnify, defend, and hold Customer harmless from liability to third parties resulting from a third-party claim against Customer alleging infringement by the Services of any United States patent or any copyright or misappropriation of any trade secret.  The foregoing obligations shall not apply to the extent that the claim arises from: (i) combination of the Services with any software, hardware, products, or information not provided by Pylon; (ii) modifications to the Services by anyone other than Pylon or its authorized agents; (iii) use of the Services other than in accordance with the Documentation or this Agreement;(iv) compliance with Customer’s designs, specifications, or instructions; or (v) Customer’s continued use of the Services after being notified of the alleged or actual infringement or after being provided with modifications that would have avoided the alleged infringement.    If, due to a claim of infringement, the Services are held by a court of competent jurisdiction to be or are believed by Pylon to be infringing, Pylon may, at its option and expense (a) replace or modify the Services to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for Customer a license to continue using the Services, or (c) if neither of the foregoing is commercially practicable, terminate this Agreement and Customer’s rights hereunder and provide Customer a refund of any prepaid, unused fees for the Services.
   2. Customer Indemnification. Customer agrees to indemnify, defend, and hold Pylon and its Affiliates and licensors harmless against any liabilities, damages, and costs (including reasonable attorneys’ fees) arising out of a third-party claim related to (i) Customer’s violation of this Agreement, (ii) any Customer Data or use thereof (except to the extent such a claim arises from Pylon’s use of Customer Data in violation of this Agreement).
   3. Indemnification Procedures. A party seeking indemnity will provide the indemnifying party with prompt written notice upon becoming aware of any claim, reasonable cooperation in the defense of or investigation of the claim and allow the indemnifying party sole control of defense and settlement of the claim including selection of counsel, provided that the party seeking indemnity is entitled to participate in its own defense at its sole expense. The indemnifying party cannot enter any settlement or compromise of any claim without prior written consent of the other party, which will not be unreasonably withheld, except that the indemnifying party may without consent enter any settlement of a claim that resolves the claim without liability to the other party, impairment to any of the other party’s rights, or requiring the other party to make any admission of liability. THE INDEMNITIES ARE CUSTOMER'S ONLY REMEDY UNDER THIS AGREEMENT FOR VIOLATION BY THE SERVICES OF A THIRD PARTY'S INTELLECTUAL PROPERTY RIGHTS.  
9. MISCELLANEOUS
   
   1. Entire Agreement.  This Agreement (including any Order Form incorporated herein) and its exhibits and attachments constitute the entire agreement of the parties relating to the subject matter hereof and supersedes all prior or contemporaneous communications, understandings and agreements, oral or written, relating to such subject matter. In the event of a conflict between the documents that make up the Agreement, the documents will control in the following order, the: (a) Order Form; (b) Terms of Service. All modifications to the Agreement must be in a writing signed by both parties. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
   2. Interpretation. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. Headings in this Agreement are for convenience only and should not inform the interpretation of this Agreement.
   3. Assignment. Neither party may assign or otherwise transfer this Agreement or any rights or obligations hereunder without the written consent of the other party, except that either party may, without such consent, assign or transfer this Agreement in its entirety to an Affiliate or a purchaser of all or substantially all of its assets or to a successor organization by merger, consolidation, change of control, conversion or otherwise. This Agreement is binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.  
   4. Relationship. The parties are independent contractors. This Agreement does not create an agency, partnership, joint venture, or employment relationship, and neither party has any authority of any kind to bind the other party in any respect whatsoever. 
   5. Third Party Rights. There are no intended third-party beneficiaries to this Agreement, and it is the parties’ specific intent that nothing contained in this Agreement will give rise to any right or cause of action, contractual or otherwise, in or on behalf of any third party.  
   6. Notices. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. All notices to Pylon must include a copy to legal@usepylon.com.
   7. Injunctive Relief. Each party acknowledges that a breach by a party of its obligations with respect to the Confidential Information or intellectual property rights of the other party might constitute irreparable harm to such other party for which monetary damages would be an inadequate remedy.
   8. Governing Law. This Agreement shall be governed by the laws of the State of Delaware without regard to its conflict of laws provisions. All claims arising out of or relating to this Agreement will be brought exclusively in the federal or state courts located in New Castle County, Delaware.
   9. Waiver of Jury Trial. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
   10. Publicity. Except to the extent prohibited on the applicable Order Form, Customer grants Pylon the right to use Customer’s name, logo, trademarks and/or trade names in Pylon press releases, product brochures, marketing materials and websites, social media, and financial reports indicating that Customer is a customer of Pylon. All other public statements or releases shall require the mutual consent of the parties.
   11. Force Majeure. Neither party will be liable for any delay or failure to perform its obligations hereunder (other than any obligation to make a payment) resulting from any cause beyond such party’s reasonable control, including pandemic, weather, fire, floods, labor disputes, riots or civil disturbances, acts of government, and acts of war or terrorism, provided that, in every case, the delay or failure to perform is beyond the control and without the fault or negligence of the party claiming excusable delay and that such party cures the breach as soon as possible after the occurrence of the unforeseen event.
   12. Export Laws. Customer is solely responsible for ensuring that its use of the Services complies with applicable laws, including sanctions and export control laws. Customer Data may not include material or information that requires a government license for release or export. Customer may not use the Services in or for the benefit of, or export or re-export the Services to, any U.S. embargoed countries or to anyone on a restricted party list maintained by any governmental authority. Customer represents and warrants that Customer and Authorized Users are not located in any U.S. embargoed countries, are not identified on any restricted party list, and that Customer will comply with applicable export control laws, including any “know your customer” requirements or obligations applicable to Customer’s Authorized Users or data subjects.
   13. Government Customers. As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.227-7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.”  Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.  
   14. Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. Notwithstanding anything to the contrary in this Agreement, a signed copy of this Agreement delivered by facsimile, email, or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

EXHIBIT A

Support Terms

Pylon will provide technical support for the Services to Customer via Slack and email on weekdays during the hours of 9:00 am through 5:00 pm Pacific time, with the exclusion of Federal Holidays (“Support Hours”).

Customer may initiate a helpdesk ticket during Support Hours by sending a message to their shared Slack Channel with the Pylon or emailing support@usepylon.com.

Pylon will use commercially reasonable efforts to respond to all helpdesk tickets within one (1) business day.

EXHIBIT B

Service Level Agreement

Pylon shall use all commercially reasonable efforts to ensure that the Services are available to Customer 99.9% of the time in any calendar month. The availability calculation excludes any downtime resulting from: (i) scheduled or emergency maintenance; (ii) Customer’s breach of this Agreement, (iii) acts or omissions of Customer, its Affiliates, or its or their Authorized Users, (iv) Third-Party Services; (v) outages of third-party connections or utilities or other reasons beyond Pylon’s control. Customer's sole and exclusive remedy, and Pylon's entire liability, in connection with Service availability shall be that for each period of downtime lasting longer than one hour, Pylon will credit Customer 5% of monthly Service fees for each period of 30 or more consecutive minutes of downtime; provided that no more than one such credit will accrue per day.  Such credits would be issued as a credit against Customer’s next invoice payable, may not be redeemed for cash, and the aggregate maximum service credit payable in any given month is 25% of the monthly Services fees.  

In order to receive downtime credit, Customer must notify Pylon in writing within 24 hours from the time of downtime, and failure to provide such notice will forfeit the right to receive downtime credit.  Downtime shall begin to accrue as soon as Customer (with notice to Pylon) recognizes that downtime is taking place, and continues until the availability of the Services is restored. Pylon will only apply a credit to the month in which the incident occurred.  Pylon’s blocking of data communications or other Services in accordance with its policies shall not be deemed to be a failure of Pylon to provide adequate service levels under this Agreement.