This Vectara Scale Plan Customer Agreement (this “Agreement”) is entered into by and between Vectara, Inc., a Delaware corporation (“Vectara”), and Customer, and shall apply to Customer’s use of Vectara’s software-as-a-service based platform for machine learning-powered text search (the “Vectara Service”) ordered by Customer pursuant to one or more ordering documents entered into between Customer and Vectara or online orders made by Customer that set forth the specific Vectara Service and pricing thereof, and the applicable subscription term thereof (“Order Form”). This Agreement and such Order Forms, which are hereby incorporated into, supplement and form a part of this Agreement, represent the parties’ entire understanding regarding the Vectara Services and shall control over any different or additional terms of any purchase order or other non-Vectara ordering document, and no terms included in any such purchase order or other non-Vectara ordering document shall apply to the Vectara Service. In the event of a conflict between this Agreement and an Order Form, the terms of the Order Form shall control. “Customer” means the company or other legal entity that entered into an Order Form. You represent that you have the authority to bind Customer to the terms of this Agreement. If you do not agree to the terns of this Agreement, or if you are not authorized to accept this Agreement on behalf of your organization or entity, do not access or use any of the Vectara Services.

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. For the purposes of this definition, “Control” means beneficial ownership of 50% or more of the voting power or equity in an entity.

“Confidential Information” means any information or data 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. However, “Confidential Information” will not include any information which (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 by the disclosing party; (c) was properly disclosed to the receiving party, without restriction, by another person with the 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.

“Documentation” means the printed and digital instructions, on-line help files, technical documentation and user manuals made available by Vectara for the Vectara Service.

“Non-Vectara Product” means a third party or Customer-provided web-based, mobile, offline or other software application that integrates with the Vectara Service (other than third party data hosting services used by Vectara). For clarity, the Vectara Service excludes Non-Vectara Products.

“Query” means a Vectara query performed by any user or system, either via the Vectara API or the UI. A query may contain up to 20 words. An additional query will be considered consumed for each incremental set of up to 20 words.

“Summary” means a generative summary in Vectara, which is a summarization of the result snippets as returned by a Vectara query using a standard summarization prompt as chosen by Vectara. A summary, therefore, consumes query. Summaries may reference up to 25 sentences from the result set to be considered a summary for a single query. Summaries using in excess of 25 sentences as input will be considered as consuming an incremental query for each incremental set of up to 25 sentences.

2. Vectara Service

2.1 Provision of Vectara Service. Subject to the terms and conditions of this Agreement, Vectara will make the Vectara Service available to Customer pursuant to this Agreement, the SLA provided below and the applicable Order Form, and hereby grants Customer a non-exclusive right to access and use the Vectara Service for its internal business purposes.

2.2 Data Security.

(a) Vectara will maintain a security program materially in accordance with industry standards that is designed to (i) ensure the security and integrity of Customer data uploaded by or on behalf of Customer to the Vectara Service (“Customer Data”); (ii) protect against threats or hazards to the security or integrity of Customer Data; and (iii) prevent unauthorized access to Customer Data.

2.3 Customer Responsibilities.

(a) Customer acknowledges that Vectara’s provision of the Vectara Service 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) be responsible for all use of the Vectara Service under its account; (ii) use commercially reasonable efforts to prevent unauthorized access to or use of the Vectara Service and notify Vectara promptly of any such unauthorized access or use or any other known or suspected breach of security or misuse of the Vectara Service; and (iii) be responsible for obtaining and maintaining any equipment, software and ancillary services needed to connect to, access or otherwise use the Vectara Service, including as set forth in the Documentation. Customer will be solely responsible for its failure to maintain such equipment, software and services, and Vectara will have no liability for such failure (including under any service level agreement).

2.4 Affiliates. Any Affiliate of Customer will have the right to enter into an Order Form executed by such Affiliate and Vectara 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.

3. Fees

3.1 Fees. Customer will pay Vectara the fees set forth in the applicable Order Form. Customer shall pay those amounts due and not disputed in good faith within thirty (30) days of the date of the applicable invoice, 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 any applicable Order Form, (a) fees are quoted and payable in United States dollars (USD) and (b) payment obligations are non-cancelable and non-pro-ratable for partial months, and fees paid are non-refundable.

3.2 Late Payment. Vectara may suspend access to the Vectara Service immediately upon notice if Customer fails to pay any amounts hereunder at least five (5) days past the applicable due date. If Vectara has not received payment within five (5) days after the applicable due date, interest will accrue on past due amounts at the rate of one percent (1%) per month, but in no event greater than the highest rate of interest allowed by law, calculated from the date such amount was due until the date that payment is received by Vectara.

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 Vectara. Customer will not withhold any Taxes from any amounts due to Vectara.

4. Proprietary Rights

4.1 Proprietary Rights. As between the parties, Vectara exclusively owns all right, title and interest in and to the Vectara Service, System Data and Vectara’s Confidential Information, and Customer exclusively owns all right, title and interest in and to the Customer Data, insights produced specifically for Customer via the use of the Vectara Service by Customer (which will constitute Customer Data for purposes hereof) and Customer’s Confidential Information. “System Data” means data collected by Vectara regarding the Vectara Service that may be used to generate logs, statistics or reports regarding the performance, availability, usage, integrity or security of the Vectara Service.

4.2 Feedback. Customer may from time to time provide Vectara suggestions or comments for enhancements or improvements, new features or functionality or other feedback (“Feedback”) with respect to the Vectara Service. Vectara will have full discretion to determine whether or not to proceed with the development of any requested enhancements, new features or functionality. Vectara will have the full, unencumbered right, without any obligation to compensate or reimburse Customer, to use, incorporate and otherwise fully exercise and exploit any such Feedback in connection with its products and services.

4.3 Product Improvement and Aggregated Statistics. Customer further agrees that Vectara has the right to aggregate, collect and analyze Customer Data and other information relating to the performance of the Vectara Service and shall be free (during and after the term hereof) to (i) use such data and other information to improve Vectara’s products and services, and (ii) disclose such data and other information solely in an aggregated and anonymized format that does not identify Customer or any individual.

5. Confidentiality; Restrictions

5.1 Confidentiality. Each party agrees that it will use the Confidential Information of the other party solely in accordance with the provisions of this Agreement and it will not disclose the same directly or indirectly, to any third party without the other party’s prior written consent, except as otherwise permitted hereunder. However, either party may disclose Confidential Information (a) to its employees, officers, directors, attorneys, auditors, financial advisors and other representatives who have a need to know and are legally bound to keep such information confidential by confidentiality obligations consistent with those of this Agreement; and (b) as required by law (in which case, to the extent lawfully permitted, 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 this Agreement to any third party, except that either party may confidentially disclose such terms to actual or potential lenders, investors or acquirers. Each party agrees to exercise due care in protecting the Confidential Information from unauthorized use and disclosure. In the event of actual or threatened breach of the provisions of this Section 5, 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. Each party will promptly notify the other in writing if it becomes aware of any violations of the confidentiality obligations set forth in this Agreement.

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 Vectara Service; (b) attempt to probe, scan or test the vulnerability of the Vectara Service, breach the security or authentication measures of the Vectara Service without proper authorization or willfully render any part of the Vectara Service unusable; (c) use or access the Vectara Service to develop a product or service that is competitive with Vectara’s products or the Vectara Service or engage in competitive analysis or benchmarking; (d) transfer, distribute, resell, lease, license, or assign the Vectara Service or otherwise offer the Vectara Service on a standalone basis; or (e) otherwise use the Vectara Service in violation of applicable law (including any export law) or outside the scope expressly permitted hereunder and in the applicable Order Form.

6. Warranties and Disclaimers

6.1 Vectara. Vectara warrants that it will, consistent with prevailing industry standards, provide the Vectara Service in a professional and workmanlike manner during the subscription period as set forth on the applicable Order Form, and for the duration of such subscription period the Vectara Service will conform in all material respects with the Documentation. For material breach of the foregoing express warranty, provided that Customer provides prompt written notice within five (5) days of the event giving rise to the claim, Customer’s exclusive remedy shall be the re-performance of the deficient Vectara Service or, if Vectara cannot re-perform such deficient Vectara Service as warranted within thirty (30) days after receipt of written notice of the warranty breach, Customer shall be entitled to terminate the applicable Order Form and recover a pro-rata portion of the prepaid subscription fees corresponding to the terminated portion of the applicable subscription term.

Customer. Customer warrants that it has all rights necessary to provide any information, data (including the Customer Data) or other materials that it provides hereunder, and to permit Vectara to use the same as contemplated hereunder. Further, Customer warrants: (i) that the Customer Data complies with all applicable laws, including without limitation privacy laws and regulations; (ii) that the Customer Data is free of viruses or other malware, will not harm or have any materially adverse effect on the Vectara Service in any fashion, including the performance thereof; and (iii) is not defamatory, libelous or otherwise injurious to any other person or entity.

6.2 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. CUSTOMER ACKNOWLEDGES THAT THE VECTARA SERVICE IS INTENDED TO AUGMENT THE EFFICIENCY OF, BUT NOT REPLACE, CUSTOMER’S SEARCH SYSTEMS AND PROCESSES. VECTARA DOES NOT REPRESENT OR WARRANT THAT THE VECTARA SERVICE WILL BE ERROR-FREE AND CUSTOMER ACKNOWLEDGES THAT THE INSIGHTS PROVIDED BY THE VECTARA SERVICE DO NOT CONSTITUTE PROFESSIONAL ADVICE OR COUNSEL. VECTARA IS NOT RESPONSIBLE OR LIABLE FOR ANY NON-VECTARA SERVICES, DOES NOT GUARANTEE THE CONTINUED AVAILABILITY THEREOF OR ANY INTEGRATION THEREWITH, AND MAY CEASE MAKING ANY SUCH INTEGRATION AVAILABLE IN ITS DISCRETION.

6.3 BETA PRODUCTS. FROM TIME TO TIME, CUSTOMER MAY HAVE THE OPTION TO PARTICIPATE IN A PROGRAM WITH VECTARA WHERE CUSTOMER IS ALLOWED ACCESS TO CERTAIN ALPHA OR BETA PRODUCTS, FEATURES OR DOCUMENTATION (COLLECTIVELY, “BETA PRODUCTS”) OFFERED BY VECTARA. THE BETA PRODUCTS ARE NOT GENERALLY AVAILABLE AND ARE PROVIDED “AS IS”. VECTARA DOES NOT PROVIDE ANY INDEMNITIES, SERVICE LEVEL COMMITMENTS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE, IN RELATION THERETO. VECTARA MAY TERMINATE CUSTOMER’S ACCESS TO THE BETA PRODUCTS AT ANY TIME WITHOUT NOTICE.

7. Indemnification

7.1 Indemnity by Vectara. Vectara 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 Vectara Service 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 Vectara) in connection with any such Claim; provided that (a) Customer will promptly notify Vectara of such Claim, (b) Vectara will have the sole and exclusive authority to defend and/or settle any such Claim (provided that Vectara may not settle any Claim without Customer’s prior written consent, which will not be unreasonably withheld, if such settlement imposes any affirmative obligation on Customer other than the obligation to cease use) and (c) Customer reasonably cooperates with Vectara in connection therewith. If the use of the Vectara Service by Customer has become, or in Vectara’s opinion is likely to become, the subject of any claim of infringement, Vectara may at its option and expense (i) procure for Customer the right to continue using and receiving the Vectara Service as set forth hereunder; (ii) replace or modify the Vectara Service 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 a pro rata refund of any prepaid subscription fees corresponding to the terminated portion of the applicable subscription term. Vectara will have no liability or obligation with respect to any Claim if such Claim is caused in whole or in part by (A) compliance with designs, guidelines, plans or specifications provided by Customer; (B) use of the Vectara Service by Customer not in accordance with this Agreement; (C) modification of the Vectara Service by or on behalf of Customer; (D) Customer Confidential Information or Customer Data or (E) the combination, operation or use of the Vectara Service with other products or services where the Vectara Service would not by itself be infringing (clauses (A) through (E), “Excluded Claims”). This Section states Vectara’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 Vectara against any Claim made or brought against Vectara by a third party arising out of the Excluded Claims, and Customer will indemnify Vectara for any damages finally awarded against Vectara (or any settlement approved by Customer) in connection with any such Claim; provided that (a) Vectara 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 Vectara’s prior written consent, which will not be unreasonably withheld, unless it unconditionally releases Vectara of all liability) and (c) Vectara reasonably cooperates with Customer in connection therewith.

8. Limitation of Liability

EXCEPT FOR A PARTY’S INFRINGEMENT OR MISAPPROPRIATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, 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 OF ANY CHARACTER, INCLUDING DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, LOST SALES OR BUSINESS, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, LOST CONTENT OR DATA, EVEN IF A REPRESENTATIVE OF SUCH PARTY HAS BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, OR (B) EXCLUDING (i)CUSTOMER’S PAYMENT OBLIGATIONS, (ii)BREACH OF CONFIDENTIALITY OR (iii)INDEMNIFICATION OBLIGATIONS, ANY AGGREGATE DAMAGES, COSTS, OR LIABILITIES 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 date of the initial Order Form and continue until terminated as set forth below. The initial term of each Order Form will begin on the start date indicated in such Order Form and will continue for the subscription term set forth therein. Except as set forth in such Order Form, the term of such Order Form will automatically renew for successive renewal terms equal to the length of the initial term of such Order Form, unless either party provides the other party with written notice of non-renewal at least thirty (30) days prior to the end of the then-current term. If Customer does not agree to automatic renewals, Customer may opt-out of automatic renewals by providing written notice to Vectara within fourteen (14) days of the date of the initial Order Form.

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 become the subject of bankruptcy or similar proceeding that is not dismissed within sixty (60) days.

9.3 Survival. Upon expiration or termination of this Agreement all rights and obligations will immediately terminate except that any terms or conditions that by their nature should survive such expiration or termination will survive, including the License Restrictions and terms and conditions relating to proprietary rights and confidentiality, technology restrictions, disclaimers, indemnification, limitations of liability and termination and the general provisions below. Upon expiration or termination of this Agreement, each party will return or destroy, at the other party’s option, any Confidential Information of such party in the other party’s possession or control.

10. General

10.1 Publicity. Customer agrees that Vectara may refer to Customer’s name and trademarks in Vectara’s marketing materials and website; however, Vectara 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 for the purposes of this clause 10.1 only may be provided by email). If Customer does not agree to Vectara’s use of Customer’s name or trademark in Vectara’s marketing materials, Customer may opt-out of such use by providing written notice to Vectara within fourteen (14) days of the date of the initial Order Form.

10.2 Assignment; Delegation. Customer may not assign or otherwise transfer this Agreement, in whole or in part, without Vectara’s prior written consent, except that Customer may assign this Agreement without consent to a successor to all or substantially all of its assets or business related to this Agreement. Vectara may freely assign this Agreement, in whole or in part. Any attempted assignment, delegation, or transfer by Customer 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.

10.3 Amendment; Waiver. Vectara reserves the right in its sole discretion and at any time and for any reason to modify these Terms and Conditions. With respect to each Order Form, any modifications to these Terms and Conditions shall become effective upon the date of Customer’s next renewal of such Order Form. It is Customer’s responsibility to review these Terms and Conditions from time to time for any changes or modifications. If Customer does not agree to the modified Terms and Conditions, Customer may provide notice of Customer’s non-renewal at any point prior to the Customer’s next renewal. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. . 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. The section headings used herein are for convenience only and shall not be given any legal import.

10.4 Relationship. Nothing contained herein will in any way constitute any association, partnership, agency, employment or joint venture between the parties hereto, or be construed to evidence the intention of the parties to establish any such relationship. Neither party will have the authority to obligate or bind the other in any manner, and nothing herein contained will give rise or is intended to give rise to any rights of any kind to any third parties.

10.5 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 and bind the parties according to its terms.

10.6 Governing Law. This Agreement will be governed by the laws of the State of California, 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.

10.7 Notices. Any notice required or permitted to be given hereunder will be given in writing by personal delivery, certified mail, return receipt requested, or by overnight delivery. Notices to the Customer may be sent to the address listed on the Customer’s applicable Order Form or email address provided by Customer when Customer creates its Vectara account. Notices to Vectara must be sent to the following:

Vectara, Inc.
395 Page Mill Rd. #275
Palo Alto, CA 94306
United States
Attn: Legal

10.8 Entire Agreement. This Agreement comprises the entire agreement between Customer and Vectara with respect to its subject matter, and supersedes all prior and contemporaneous proposals, statements, sales materials or presentations and agreements (oral and written). No oral or written information or advice given by Vectara, its agents or employees will create a warranty or in any way increase the scope of the warranties in this Agreement.

10.9 Force Majeure. Neither Party will be deemed in breach hereunder for any cessation, interruption or delay in the performance of its obligations due to causes beyond its reasonable control (“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 (e.g., denial of service attacks), or the inability to obtain sufficient supplies, transportation, or other essential commodity or service required in the conduct of its business, or any change in or the adoption of any law, regulation, judgment or decree.

10.10 Government Terms. Vectara provides the Vectara Service, including related software and technology, for ultimate federal government end use solely in accordance with the terms of this Agreement. If Customer is an agency, department, or other entity of any government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Vectara Service, or any related documentation of any kind, including technical data, software, and manuals, is restricted by the terms of this Agreement. All other use is prohibited and no rights than those provided in this Agreement are conferred. The Vectara Service was developed fully at private expense.

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

Support Terms

Definitions:
● “Business Day” means Monday through Friday, excluding US federal holidays as recorded here: https://www.opm.gov/policy-data-oversight/pay-leave/federal-holidays and California state holidays as recorded here: https://www.sos.ca.gov/state-holidays.
● “Business Hours” means 9:00 a.m. to 5:00 p.m. (Pacific time) on Business Days.
● “Extended Hours” means 7:00 a.m. to 7:00 p.m. (Pacific time) every day of the year.
● “Error” means an error in the Service, which significantly degrades such Service as compared to published specifications.
● “Fix” means the repair or replacement of object code or features within the Service or documentation to remedy an Error.
● “Initial Response” means the first contact by a Support Engineer after the incident has been logged and a ticket generated.
● “Management Escalation” means, if the initial Workaround or Fix does not resolve the Error, customer has the right to request, via email within the timelines agreed, escalation to Vectara, Inc. management that such Errors have been reported and of steps being taken to correct such Error(s).
● “Provider” means Vectara, Inc.
● “Status Update” means if the initial Workaround or Fix cannot resolve the Error, notification of the Customer regarding the progress of the Workaround or Fix.
● “Support Contact” means a designated contact who holds named responsibility for administrative functions of the Service
● “Workaround” means a change in the procedures followed or data supplied by Customer to avoid an Error without substantially impairing Customer’s use of the Service.

Technical Support. Support Contact(s) may contact Provider technical support by email during Business Hours to request information regarding the use, configuration or operation of the Service. Support Contact(s) shall report all Errors to Provider via web or email at support@vectara.com.

When reporting an Error, Support Contact should use reasonable diligence to ensure the Error is not caused by their own configuration, software, or equipment. Support Contact must provide sufficient detail for Provider to diagnose the Error and attempt to reproduce it. When reporting an Error, Support Contact(s) may be asked to provide the following information: (a) a description of the Error; (b) the step-by-step process to reproduce the Error; (c) any messages associated with the Error; and (d) information necessary to classify the severity of the Error. Provider will classify, and may subsequently reclassify, all reported Errors in good faith according to the following:

Support Priorities

Case Priority	Priority Definition
Priority 1	An Error which renders the Services completely inoperative (i.e. an end-user cannot access the Service due to unplanned service downtime).
Priority 2	An Error where Customer can access the Platform, however one or more significant features are unavailable. (e.g. end-user is unable to reset their password or add a new document)
Priority 3	Any other error that does not prevent the End-User from accessing a significant feature of the Platform (e.g. data accuracy is in question in a system operation)
Priority 4	Any error related to product documentation or any request for feature improvements.

 

Support SLA

Case Priority	Initial Response Target	Management Escalation	Status Update
Priority 1	Within 1 Business Day	Within 3 Business Days	Within 1 Business Day
Priority 2	Within 2 Business Days	Within 4 Business Days	Within 2 Business Days
Priority 3	Within 3 Business Days	Within 5 Business Days	Within 3 Business Days
Priority 4	N/A	N/A	N/A

 

Provider may suggest a Workaround to reduce the case priority of an Error. Provided that the Provider is able to reproduce the Error within Provider’s environment, Provider shall exercise commercially reasonable efforts to correct any Error reported by Customer in accordance with the priority level reasonably assigned to such Error by Provider in reasonable consultation with Customer based upon the Priority Definition(s). Customer shall provide reasonable assistance in correcting any such Error and shall provide all information reasonably requested by Provider. Provider’s time period for responding or correcting any such Error shall be extended by an amount of time equivalent to the length of any delay reasonably caused by Customer in meeting these assistance and information disclosure obligations.

Limitations. Provider shall have no responsibility for Errors to the extent caused by (i) Customer’s, or any third-party’s acting on behalf of Customer, failure to use the Service as set forth in this Agreement or the Service documentation, or any hardware, software, data, or service provided by Customer or such third party; (ii) any other forces beyond the reasonable control of Provider (including without limitation internet outages or errors, denial of service attacks, or outages with respect to Customer’s network or internet access); (iii) Any modifications/customizations done by the Customer on any code, API/protobuf definitions, or other IP provided by Provider; (iv) Any professional services work done, which would be warranted separately; (v) any unpaid, pilot, trial or beta subscriptions or product tiers that are offered without a support designation; or (vi) Suspension or Termination of service arising from Customer’s late payment or misuse of the product.

Changes. Provider may make changes to this Policy with 30 days’ notice to Customer (via the support portal or otherwise), provided such change is in connection with a standard change made to its then-current standard support and maintenance terms and there is no material degradation of the support offering.