This Service Level Agreement (this “SLA”) describes the availability commitment, support targets and service-credit remedy that Share Your Passion, Inc., doing business as SYP AI (“SYP,” “we,” “us” or “our”), provides for the SYP AI software-as-a-service platform (the “Services”). This SLA forms part of, and is incorporated by reference into, the SYP AI Terms & Conditions of Sale (the “Terms”). Capitalized terms not defined here have the meanings given in the Terms.
Who this applies to. The uptime commitment and service-credit remedy in this SLA apply to Clients on an eligible paid Subscription Tier that expressly includes SLA coverage, as identified in the applicable Order Form (an “Eligible Plan”). Free Trials, no-cost tiers, and features identified as alpha, beta, preview or evaluation are provided “as is,” without any uptime commitment. The service credits described in Section 6 are the Client’s sole and exclusive remedy for any failure by SYP to meet the commitments in this SLA.
1 Uptime Commitment
SYP will use commercially reasonable efforts to make the Services available with a monthly Uptime Percentage of at least 99.7% for Clients on an Eligible Plan, measured per calendar month. The commitment applies to the core subsystems of the Platform:
- the web application and Client dashboard;
- sign-in / sign-up and authentication;
- campaign, loyalty and rewards engine;
- content scheduling and publishing (excluding issues on the side of, or caused by, third-party platforms); and
- the public API.
If SYP does not meet this commitment in a given calendar month and the Client’s use of the Services was affected, the Client may request a service credit as described in Section 6.
2 Definitions
“Downtime” is the total number of minutes during a calendar month that the core subsystems of the Services were unavailable, as measured by SYP’s monitoring systems (which may include server-side error-rate measurement, ping tests, web-server tests, TCP port tests and endpoint tests), excluding the categories listed in Section 3.
“Uptime Percentage” for a calendar month is calculated as:
Uptime % = (Total Minutes in Month − Downtime) ÷ Total Minutes in Month × 100
where “Total Minutes in Month” is the total number of minutes in the applicable calendar month, less any Excluded Time under Section 3 and Scheduled Maintenance under Section 4.
3 Exclusions from Downtime
Downtime and the uptime commitment do not include, and SYP is not responsible under this SLA for, any unavailability, suspension, degradation or performance issue arising from or relating to:
- Third-party platforms and APIs, including the Meta Platforms (Facebook, Instagram, Messenger, WhatsApp), their APIs, rate limits, outages, policy actions, suspensions or changes — SYP acts only as a technical conduit to these platforms (see Section 2.2 of the Terms);
- Slowness or performance issues with individual integrations or features that depend on third parties (e.g., Instagram or Messenger message delivery, WhatsApp messaging, SMS, email delivery);
- Features identified as alpha, beta, preview, trial or evaluation, and any AI Feature output;
- Scheduled Maintenance and emergency maintenance (Section 4);
- Factors outside SYP’s reasonable control, including force majeure events, internet or network failures, ISP or routing problems, denial-of-service or other attacks, and failures of the Client’s equipment, software, configuration or connectivity;
- The Client’s acts or omissions, including use of the Services in breach of the Terms, the Meta Terms or applicable law, suspensions under Section 8, 9 or 15 of the Terms, late payment, or acts of the Client’s users, agents or contractors; or
- Loss of, or restrictions on, access to a Meta Platform asset (such as a page, account or permission) caused by the Client or by the relevant platform.
4 Scheduled Maintenance
From time to time SYP performs maintenance to keep the Services secure and reliable. SYP will endeavor to post notice of planned maintenance at least forty-eight (48) hours in advance on its status page and/or by in-app notification, and to schedule it, where practicable, during off-peak hours. Planned Scheduled Maintenance will not exceed ten (10) hours in any calendar year. SYP may also perform emergency maintenance (for example, to address a security vulnerability or an urgent stability issue) with shorter or no notice; emergency maintenance is excluded from Downtime.
5 Status and Outage Notifications
SYP provides availability and incident information for the core subsystems through in-app notifications and/or its status page. Where SYP relies on the availability of third-party services (such as the Meta Platforms), SYP may surface information about those services, but their availability is governed by the relevant third party and is excluded from this SLA.
6 Service Credits
6.1 How credits are earned
If, in a given calendar month, the Uptime Percentage for an Eligible Plan falls below 99.7% and the Client was affected, the Client is eligible for a service credit calculated as a percentage of the fees paid by the Client for the affected Services for that month:
| Monthly Uptime Percentage | Service Credit (% of that month’s fees) |
|---|---|
| 99.7% or greater | No credit |
| 99.0% to below 99.7% | 5% |
| 98.0% to below 99.0% | 10% |
| Below 98.0% | 15% |
6.2 How to claim
To receive a service credit, the Client must submit a request to SYP support at contact@getsyp.com within thirty (30) days after the last day of the calendar month in which the Client claims SYP failed to meet the uptime commitment. The request must include the dates and times of the claimed unavailability and the affected Account. All claims are verified against SYP’s system records; if SYP disputes a claimed period, it will provide its availability record for that period, and such records are provided only in response to good-faith claims.
6.3 How credits work
- service credits may be applied only against future fees for the Services on an Eligible Plan;
- they are not refunds, have no cash value, and cannot be exchanged for a cash amount;
- the total credits for any single calendar month will not exceed the equivalent of thirty (30) days of fees for the affected Services;
- the Client must have paid all outstanding, undisputed invoices to be eligible; and
- credits expire on termination or expiry of the Client’s subscription.
Service credits are the Client’s sole and exclusive remedy for any failure by SYP to meet the commitments in this SLA. Downtime does not affect every Client in the same way or at the same time; a Client affected by a regional or account-specific outage may receive a credit while other, unaffected Clients do not.
7 Support and Response Targets
For Clients on an Eligible Plan, SYP provides support by email at contact@getsyp.com and through the channels identified in the Order Form or Account. SYP will use commercially reasonable efforts to meet the following initial response targets during SYP’s standard business hours (U.S. Eastern Time, excluding weekends and U.S. public holidays). These are targets for a first human response, not resolution times, and are not part of the uptime commitment or the service-credit remedy.
| Severity | Description | Target initial response |
|---|---|---|
| Critical | Core Services substantially unavailable or unusable, no workaround. | Within 1 business day |
| High | Major feature impaired; significant impact with limited workaround. | Within 2 business days |
| Normal | Non-critical issue, question or configuration request. | Within 3 business days |
SYP assigns and may reasonably reclassify severity. Higher support tiers, dedicated contacts or faster targets, where offered, are set out in the applicable Order Form.
8 Client Responsibilities
To be eligible under this SLA, the Client must: maintain a current Eligible Plan and a valid payment method; keep its Account, credentials and connected Meta Platform assets in good standing and in compliance with the Terms and the Meta Terms; promptly report incidents with the information needed to reproduce and verify them; and reasonably cooperate with SYP in diagnosing and resolving issues. Unavailability attributable to the Client’s failure to meet these responsibilities is excluded from Downtime.
9 Limitations and Precedence
This SLA is subject to the Terms, including the disclaimers in Section 17 and the limitation of liability in Section 18. Nothing in this SLA increases SYP’s aggregate liability beyond the cap in the Terms, and service credits count toward, and are not in addition to, amounts within that cap. In the event of a conflict between this SLA and the Terms regarding availability, support or credits, this SLA controls; in all other respects the Terms control. If an Order Form states a different uptime percentage, credit schedule or support target, that Order Form controls for the Client to which it applies.
10 Changes to this SLA
SYP may update this SLA from time to time in accordance with Section 22 of the Terms. The then-current version is available at getsyp.com, and the “Last Updated” date above reflects the latest version. Changes do not apply retroactively to a claim for a month that has already closed.