This support policy (this “Policy”) encompasses all support obligations that Poly API Corporation (“Poly”) has toward you as Poly’s customer (“Customer”) for its Products (as defined below). The Support Services (as defined below) shall begin as of the date specified in any ordering documentation by and between Poly and Customer or, if no such date is specified, the date upon which Customer begins using the Products. The Support Services are conditional upon payment of any applicable Support Fees.
1. Definitions. For purposes of this Policy, the following terms have the meanings set forth below. Any terms not otherwise defined in this Policy shall have the respective meanings given to them in the primary agreement between Poly and Customer (the “Agreement”).
“Business Day” means a working day, Monday through Friday, excluding weekends and any U.S. bank holidays.
“Customer Cause” means any of the following causes of an Error: (a) any negligent or improper use (including improper installation or implementation), misapplication, misuse or abuse of, or damage to, the Products by Customer or any its Representatives; (b) any maintenance, update, improvement or other modification to or alteration of Products by Customer or its Representatives that was not specifically authorized in writing by Poly; (c) any use of the Products by Customer or its Representatives in a manner inconsistent with the then-current Documentation; (d) any use by Customer or its Representatives of any Third-party Products that Poly has not provided to Customer; (e) any use by Customer or its Representatives of a version of the Software that is earlier than two prior major versions; (f) any Error caused by Customer Systems; or (g) any Error to the extent it is related to Out-of-Scope Services not covered by this Policy.
“Custom Developments” mean custom software or products designed to interact with the Products developed (a) by Customer, with or without Poly’s assistance, using application programming interfaces (APIs) or other development tools related to the Products, or (b) by Poly for the benefit of Customer.
“Customer Systems” means Customer’s information technology infrastructure, including Customer’s computers, software, databases, electronic systems (including database management systems) and networks.
“Downtime Event” means with respect to the Hosted Service, 100% user login failure for 10 consecutive minutes.
“Error” means (a) with respect to any Software, any reproducible failure of the Products to operate in all material respects in accordance with the then-current Documentation, or (b) with respect to the Hosted Service, user login failure, in each case including any problem, failure or error referred to in the Severity Level Table.
“Force Majeure Event” means any unavailability caused by circumstances beyond Poly’s reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving Poly employees), computer, telecommunications, Internet service provider or hosting facility failures or delays involving hardware, software or power systems not within Poly’s possession or reasonable control, and denial of service attacks.
“Hosted Service” means Poly’s proprietary hosted service offering that is subscribed to by Customer under an Agreement, including any and all offline components and features thereof.
“Out-of-scope Services” means any of the following: (a) unless the ordering documentation specifically states that such services are covered under this Policy, any services requested by Customer for Custom Developments; (b) any services requested by Customer for Products for which Customer has not purchased Support Services; (c) any services requested by Customer in connection with any apparent Error that Poly determines in its reasonable discretion to have been caused by a Customer Cause; and (d) any other services that Customer and Poly may from time to time agree in writing are not included in the Support Services.
“Products” means collectively the Software and Hosted Service.
“Representative” means any employee or contractor of Customer.
“Response Time” has the meaning set forth in the Severity Level Table.
“Resolve” and the correlative terms, “Resolved”, “Resolving” and “Resolution” each have the meaning set forth in Section 2.2.
“Resolution Time” has the meaning set forth in the Severity Level Table.
“Severity Levels” means the defined Error severity levels and corresponding required service level responses, Response Times, Resolutions and Resolution Times referred to in the Severity Level Table.
“Severity Level Table” means the table set out in Section 2.2.
“Severity Level 1 Error” has the meaning set forth in the Severity Level Table.
“Severity Level 2 Error” has the meaning set forth in the Severity Level Table.
“Severity Level 3 Error” has the meaning set forth in the Severity Level Table.
“Software” means those proprietary software offerings that Customer licenses from Poly under an Agreement.
“Support Fees” has the meaning set forth in Section 3.1.
“Support Hours” means (a) 24x7x365 for Support Requests related to Severity Level 1 Errors and (b) During Business Hours for all other Support Requests.
“Support Period” means the term during which Poly provides the Support Services to Customer as set forth in any ordering documentation between Poly and Customer or as specified during a registration process for the Hosted Service.
“Support Request” has the meaning set forth in Section 4.1.
“Support Services” means Poly’s support of the Products, but excluding any Out-of-scope Services.
“Technical Contact” has the meaning set forth in Section 4.2.
“Third-party Products” means all third-party software, computer hardware, network hardware, electrical, telephone, wiring and all related accessories, components, parts and devices.
“Uptime Availability” has the meaning set forth in Section 5.
2. Support Services. Poly shall perform all Support Services during the Support Hours throughout the Support Period in accordance with the terms and conditions of this Policy and the Agreement, including the Service Levels and other Poly obligations set forth in this Section 2.
2.1 Support Service Responsibilities. Poly shall:
(a) provide Customer access to all updates, upgrades, enhancements, fixes, and new versions of the Software;
(b) respond to and Resolve all Support Requests in accordance with the Service Levels;
(c) provide unlimited Slack, Video Chat, and e-mail support to Customer during all Support Hours by means of a shared Slack channel and e-mail address support@polyapi.io;
(d) provide Customer with online access to the Support Portal discussed in Section 2.5; and
(e) provide to Customer all such other services as may be necessary or useful to correct an Error or otherwise fulfill the Service Level requirements, including defect repair and programming corrections.
2.2 Severity Levels. Response Times and Resolution Times are set forth in the Severity Level Table below. Response Time will be measured from the time Poly receives a Support Request until Poly has responded to that Support Request. Resolution Time will be measured from the time Poly receives a Support Request until Poly has Resolved that Support Request. “Resolve”, “Resolved”, “Resolution” and correlative capitalized terms mean, with respect to any particular Support Request, that Poly has corrected the Error, whether by a work-around or any other reasonable means, that prompted that Support Request. Poly shall respond to and Resolve all Support Requests within the following Response Times and Resolution Times based on Poly’s designation of the severity of the associated Error, subject to the parties’ written agreement to revise such designation after Poly’s investigation of the reported Error and consultation with Customer:
Severity Level Table:
| Severity Level of Error | Definition | Response Time | Resolution Time |
| 1 | The Error results in complete interruption of a production system or a Downtime Event and no viable workaround exists. | Poly shall acknowledge receipt within one (1) hour of a Support Request. Poly shall provide hourly updates via email or Slack. | Poly shall Resolve the Support Request as soon as practicable and no later than three (3) days after Poly’s receipt of the Support Request. |
| 2 | The Error has a severe impact on a production system, or the Hosted Service is severely impacted but users are still able to login, but in each case the Software or Hosted Service is operable for a reasonable amount of time before the problem becomes critical. | During Support Hours, Poly shall acknowledge receipt within two (2) hours of a Support Request. Poly and Customer will mutually agree on a schedule for ongoing updates. | Poly shall Resolve the Support Request as soon as practicable and no later than five (5) days after Poly’s receipt of the Support Request. |
| 3 | Customer is letting Poly Identity know about a minor problem or enhancement request for which feedback is not required. | During Support Hours, Poly shall acknowledge receipt within three (3) Business Days of a Support Request. | Poly shall Resolve the Support Request as soon as practicable provided Poly determines in its reasonable discretion that such problem warrants a Resolution. |
2.3 Time Extensions. The parties may, on a case-by-case basis, agree in writing to a reasonable extension of the Response Times or Resolution Times.
2.4 Remote Services. Poly may provide services to Customer remotely, including by means of telephone or over the internet (“Remote Services”), to assist in analyzing and Resolving any Error reported by a Support Request during the Support Period. In the case of any Error relating to Software, and only if requested by Customer and agreed to by Poly, Customer may provide Poly access to Customer Systems via remote access software (“Remote Access Software”). If Customer makes such request, the parties acknowledge and agree that Poly may collect, maintain, process and use (a) only such information as it reasonably believes is necessary to assist in analyzing and Resolving a Support Request; and (b) use such information solely to provide the Support Services in accordance with the terms and conditions of this Policy and the Agreement. Poly shall at all times treat any information it collects, maintains, processes or uses under this Section 2.5 as Customer’s Confidential Information and shall comply with all Customer security and encryption requirements notified to Poly in writing.
2.5 Personal Information. Notwithstanding anything to the contrary in this Policy, Poly will not be responsible, accountable or liable for any (a) protected health information (as that term is used in HIPAA), (b) nonpublic personal information (as that term is used in the Gramm-Leach-Bliley Act) or (c) personal information/data (as such terms are used in state breach notification laws or European Union privacy directives or other similar legislation) that Customer transmits or discloses to Poly in connection with any support activities provided pursuant to this Policy.
2.6 Out-of-scope Services. Upon mutual written agreement between Poly and Customer, and subject to the fees set forth in Section 3.2, Poly will provide to Customer the Out-of-Scope Services in accordance with the terms and conditions of this Policy and the Agreement.
3. Fees.
3.1 Support Fees. In consideration of Poly’s performance of the Support Services in accordance with the terms and conditions of this Policy and the Agreement, Customer shall pay to Poly the fees set forth in any ordering documentation, or any fees agreed to during a registration process, between Poly and Customer. Payment to Poly of such Support Fees pursuant to this Section 3 will constitute payment in full for the performance of the Support Services and Customer will not be responsible for paying any other fees, costs, expenses or other charges for or in connection with the Support Services.
3.2 Out-of-Scope Service Fees. Customer shall pay Poly fees for any Out-of-Scope Services at the applicable time and materials rates set forth in any ordering documentation between Poly and Customer. Such ordering documentation must explicitly state that any Custom Developments or other deliverables resulting from such Out-of-Scope Services are covered by this Policy, otherwise such Custom Developments and/or deliverables are excluded. In the event that Poly is trouble-shooting an Error and in connection therewith Poly reasonably determines that such Error is caused by a Customer Cause, any fees related to Resolving such Error shall be handled in a separate documentation that may be executed after Error Resolution.
4. Support Requests and Customer Obligations.
4.1 Support Requests. Customer may request Support Services by email, telephone, Slack, or other means as may be agreed to by Poly and Customer (each, a “Support Request”). Following receipt of a Support Request, Poly shall classify the Error corrections in accordance with the severity level numbers and definitions of the Severity Level Table set forth in Section 2.2. Customer shall include in each Support Request a description of the reported Error and the time Customer first observed the Error.
4.2 Customer Technical Contact. Customer shall designate in writing to Poly certain individual(s) at Customer who will act as a direct liaison with Poly and be responsible for communicating with, and providing timely and accurate information and feedback to, Poly in connection with the Support Services (each such individual, a “Technical Contact”). The Technical Contact(s) will be the primary liaison(s) between Customer and Poly in sending Support Requests and communicating with Poly in connection with any matters relating to the provision of the Support Services.
4.3 Customer Obligations. Customer shall, by and through its Technical Contact(s), provide Poly with:
(a) prompt notice of any Errors; and
(b) each of the following to the extent reasonably necessary to assist Poly to reproduce operating conditions similar to those present when Customer detected the relevant Error and to respond to and Resolve the relevant Support Request:
(i) output and other data, documents and information, each of which is deemed Customer’s Confidential Information as defined in the Agreement; and
(ii) solely if requested by Customer and solely with respect to Software Errors, remote access to the Customer Systems in accordance with Section 2.6, subject to Poly’s compliance with all of Customer’s security and encryption requirements notified to Poly in writing; and
(iii) such other reasonable cooperation and assistance as Poly may request.
5. Uptime Availability. This Section 5 applies only to Poly’s Hosted Service and does not pertain to any Software licensed by Customer from Poly. Poly will maintain uptime availability of 99.9% per month for the core services of the Hosted Service specified at https://eu1.polyapi.io (“Uptime Availability”). Uptime Availability does not include: (a) downtime that results from a Customer Cause or a Force Majeure Event or (b) scheduled downtime, which shall not be more than 12 hours per year. Poly shall provide notice at least eight hours in advance of any scheduled downtime.
6. Supported Releases for Software. Notwithstanding anything herein to the contrary,Poly provides Support Services for the current major release of the Software and two previous major releases. “Major Release” means a new release of the Software as indicated by a change to the number to the left of the decimal point in the version number, for example, Version 2.1 upgraded to Version 3.0.
7. Confidentiality. Customer acknowledges and agrees that any information shared with Customer by Poly pertaining to this Policy, including, but not limited to, any Support Requests, shall be considered confidential information of Poly as defined in the Agreement between Customer and Poly.