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tZero Payments - Service Level Agreement

Last Updated: 25 September 2025

tZero Payments reserves the right to change the terms of this SLA by providing the Partner with at least thirty (30) days prior written notice.

During the term of the Partner Agreement, tZero Payments will use commercially reasonable efforts to make the tZero Payments Platform available with a Monthly Uptime Percentage (defined below) of at least 99.5% during a month (the "Service Commitment").

In the event that tZero Payments does not meet the Service Commitment, the Partner shall have the right to terminate the Partner Agreement as per the provisions of the Partner Agreement.

The following definitions apply to this SLA:

  • "tZero Payments" means the tZero Payments Platform as specified in the Partner Agreement;
  • "Downtime" or "Downtime Incident" means the time in which the tZero Payments Platform is unavailable to the Partner as measured and determined solely by tZero Payments based on its servers. Downtime Incidents shall exclude: (i) the SLA exclusions specified below; and (ii) planned downtime incidents announced in-advance by tZero Payments, including without limitation, for periodic upgrade and maintenance; and/or (iii) any time where tZero Payments is awaiting information from the Partner or awaiting Partner confirmation that the tZero Payments Platform has been restored.
  • "Downtime Period" means the number of minutes in a calendar month during which tZero Payments Platform is unavailable to the Partner due to Downtime Incident(s).
  • "Monthly Uptime Percentage" means the total number of minutes in a calendar month, minus the Downtime Period, divided by the total number of minutes in a calendar month.

THE PARTNER HEREBY ACKNOWLEDGES AND AGREES THAT TERMINATION OF THE PARTNER AGREEMENT AS SPECIFIED ABOVE CONSTITUTES ITS SOLE AND EXCLUSIVE REMEDY FOR ANY DOWNTIME INCIDENTS, UNAVAILABILITY OR NON-PERFORMANCE OF THE tZero Payments PLATFORM.

Other SLA Exclusions

The SLA does not apply to any: (a) features or services excluded from the Partner Agreement; or (b) Downtime Incidents that: (i) are explicitly excluded under this SLA; (ii) are caused by factors beyond tZero Payments’ reasonable control (e.g. any force majeure event, unscheduled or scheduled downtime because of market volatility, Internet access or related problems beyond tZero Payments’ reasonable control etc.); (iii) results or outcomes attributable to repair, maintenance or modification of the tZero Payments Platform by persons other than tZero Payments' authorized third parties; (iv) resulted from accident, negligence, abnormal physical or electrical stress, abnormal environmental conditions, abuse or misuse of the tZero Payments Platform; Version 1.0 (September 2023) 2 (v) resulted from use of the tZero Payments Platform other than in accordance with any specifications or in violation of the Partner Agreement; (vi) resulted from Partner's equipment, software or other technology and/or third party equipment, software or other technology (other than third party equipment within tZero Payments' direct control); and/or (vii) resulted from the combination of the tZero Payments Platform with equipment or software not authorized or provided by tZero Payments or otherwise approved by tZero Payments.