E-Search DAC t/a Poppulo
This Master Services Agreement (“Agreement”) is effective the
day of , 20 (“Effective Date”) and is made by and between
Poppulo to the Customer in connection with the Customer’s use of the Services.
E-Search DAC t/a Poppulo with a registered address situated at Building 5100, Cork Airport Business Park, Kinsale Road, Cork, T12
P oppulo Materials has the meaning given to it in Section 8.4.
YE28, Ireland (“Poppulo”), and , with a registered address situated at (“Customer”).
Poppulo and the Customer shall each be referred to as a “Party” and collectively as the “Parties”.
This Agreement governs the terms and conditions upon which the Customer has agreed to engage Poppulo to provide the Services from time to time pursuant to a Service Order. Each Service Order will be attached to and incorporated into this Agreement.
In consideration of the mutual promises and covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1 .1 Admin Users mean any employee of the Customer or its Affiliates and/or any independent contractor of the Customer or its Affiliates that have been provided with permission by Poppulo and/or the Customer to access to the Services in order to engage directly with Poppulo in matters relating to the Service Level Agreement and the running and maintenance of the Services generally.
1 .2 Affiliates means any company, partnership or other entity now existing or hereafter organized that directly or indirectly controls, is controlled by or under common control with a Party. For purposes of this definition “control” means the direct possession of a majority of the
1.12 Professional Services means consulting and/or custom services to be provided by Poppulo. All Professional Services will be set out and described in a SOW.
1.13 Service Level Agreement means the service level agreement attached as Annex 3 to this Agreement (the terms of which are hereby incorporated by way of reference).
1.14 Service Order means each Poppulo ordering document signed by duly authorized representatives of both Parties which references this Agreement, identifies the specific Subscription Service and any Set-up Services provided to the Customer by Poppulo, and sets out the prices for the Subscription Service (and Set-up Services fee) and contains any other applicable terms and conditions.
1.15 Services means the Subscription Service, the Set-up Services and any Professional Services provided by Poppulo pursuant to Section
1.16 SOW means a Statement of Work referencing this Agreement and entered into by both Parties from time to time that describes the Professional Services to be provided by Poppulo and any other related terms as agreed in writing between the Parties.
1.17 Subscription Service means Poppulo’s proprietary subscription-based communications software (which, for avoidance of any doubt, means the SaaS platform as well as the mobile application) solution as set out and described on the applicable Service Order.
1.18 Users means Admin Users and Non-Admin Users.
outstanding voting shares of an entity.
Work Product means any deliverables, content, reports,
1.3 Confidential Information has the meaning given to it in Section 4.1.
1.4 Content means text, images, documents, materials, photos, audio, video, and all other forms of data or communication.
1.5 Customer Content means all Content made available by the Customer or its Users to Poppulo or otherwise provided by the Customer or its Users in connection with the provision of the Services.
1.6 Documentation means the documentation (to include items such as the user and system administration guides) for the Subscription Service provided by Poppulo to assist in the use of the Subscription Service by the Customer.
1.7 Set-up Services means the configuration and implementation of the Subscription Service and certain template design and training services as set out and described on a Service Order.
1.8 Losses has the meaning given to it in Section 9.1.
1 .9 Non-Admin Users mean any employee of the Customer or its Affiliates and/or independent contractor of the Customer that have been provided with permission by Poppulo and/or the Customer to use the Services and who access the Services either through Poppulo’s cloud-based SaaS platform and/or through its mobile application.
1.10 Poppulo Content means all Content made available by
analyses or documentation developed by Poppulo on behalf of the Customer and delivered to the Customer by way of a SOW in the performance of any Professional Services.
2.1 Services. Poppulo shall provide the Customer with the specific Services specified on a Service Order or SOW, as the case may be, and in compliance with the data security controls attached as Annex
1 to this Agreement, and in compliance with the data processing agreement attached as Annex 2 to this Agreement, the terms of which are also hereby incorporated by way of reference into this Agreement. Any conflict between the terms and conditions set out in this Agreement and any Service Order, SOW or Annex shall be resolved in favour of this Agreement. In addition, use of the Services by the Customer and its
2.2 License Grant. Subject to the terms and conditions of this
Agreement, and in consideration for the payment of fees set out on the applicable Service Order, Poppulo hereby grants to the Customer, solely during the term of the applicable Service Order, a non-exclusive, non-transferable (except as set out in Section 12.2) license to access and use the Subscription Service solely for the Customer’s internal business purposes. This license is restricted to use by the Customer and its authorised Users and does not include the right to use the Subscription
Service on behalf of any third party unless otherwise stated on the Service Order in relation to Affiliates. The Customer is responsible for procuring and maintaining the network connections that connect the Customer to the Subscription Service. The Customer agrees: (a) that only Users are permitted to use the Subscription Service; (b) that it is responsible for Users’ actions or failures to act in connection with
stated on the Service Order. The Customer agrees to pay a late charge of two percent (2%) per month (or part of a month) for all amounts not paid when due. In addition to paying the applicable fees, the Customer shall also pay all pre-approved (in writing) reasonable travel and out of pocket expenses incurred by Poppulo in connection with the provision of the Services.
activities contemplated under this Agreement and (c) to otherwise take
D isputed Charges. If the Customer disputes any charge or
all commercially reasonable steps to protect the Subscription Service and the Documentation from unauthorised use and/or access.
2.3 Licensed Volume. The Customer acknowledges that access and use of the Subscription Service is licensed to the Customer for use up to the number of email campaigns, emails sent, Users or other metric purchased by the Customer and set out on the applicable Service Order (the “Volume Limitations”). In the event that the Subscription Service is used in excess of the Volume Limitations then the Customer shall be obligated to pay Poppulo for the number of applicable email campaigns, emails sent, Users etc., as the case may be, in excess of such Volume Limitations at Poppulo’s then current excess fee rates. The Customer may also add licenses for additional Users, campaigns, etc by executing a new Service Order at any time.
2.4 Changes to Service Order/SOW. Either Party may request a change to a Service Order/SOW, and for such purpose shall submit to the other Party a written notice (“Change Request”) setting out the requested change and the reason for such request. Within five (5) business days (or such other period of time as agreed by the Parties) after the receipt of such Change Request, the Parties shall discuss the
amount on any invoice and such dispute cannot be resolved promptly through good faith discussions between the Parties, the Customer shall pay the amounts due under this Agreement less the disputed amount, and the Parties shall proceed in good faith to promptly resolve such disputed amount. An amount will be considered disputed in good faith if (i) the Customer delivers a written statement to Poppulo on or before the due date of the invoice, describing in detail the basis of the dispute and the amount being withheld by the Customer, (ii) such written statement represents that the amount in dispute has been determined after due investigation of the facts and that such disputed amount has been determined in good faith, and (iii) all other amounts due from the Customer that are not in dispute have been paid as and when required under this Agreement.
3.3 Taxes. Fees are exclusive of VAT for which the Customer shall be responsible for paying.
necessity, desirability and/or acceptability of the Change Request.
C onfidential Information. During the term of this Agreement,
When and if both Parties have agreed in writing upon the changes, and any resulting change in the estimated (or fixed) fees for the Services, the Parties shall complete and execute a new or revised Service Order or SOW. In the event that the Customer elects to upgrade to a new version of the Subscription Service or elects to license additional functionality and features offered by Poppulo, the Parties will enter into a new or amended Service Order specifying such new version and/or such additional functionality and the additional fees to be paid by the Customer.
2.5 Affiliates. Subject always to the terms of the Service Order, the Customer may make the Subscription Service available to its Affiliates provided that all licensing restrictions are complied with in each instance by each such Affiliate and that the Customer shall be liable for any breach of the terms and conditions of this Agreement by any of its Affiliates. Any license restrictions set out on a Service Order shall be deemed to apply to both the Customer and its Affiliates. By way of example, if a Service Order limits use of the Subscription Service to twenty (20) Users, then the use by the Customer and its Affiliates, when aggregated together, shall not exceed a total of twenty
3. FEES; PAYMENT TERMS
3.1 Fees. The Customer agrees to pay Poppulo for Services provided and expenses incurred on the basis and at the rates specified in each Service Order or SOW. Poppulo reserves the right to increase the fees applicable to any Service Order provided that (i) such fees may not be increased more than one time per annum and (ii) such increase may not exceed five percent (5%) over the prior year’s fees, and, (iii) any such increase may not be applied within the Initial Term (as defined under the Service Order). Poppulo reserves the right to amend usage policies and fees for any subsequent renewal of a Service Order following the expiry of the Initial Term upon providing the Customer with written notice (email shall suffice) at least 60 days prior to then current renewal date of the Service Order. Unless otherwise set out on the Service Order or SOW, payment shall be due within thirty (30) days after receipt of Poppulo’s invoice and shall be made in the currency
each Party will regard any information provided to it by the other Party and designated in writing as proprietary or confidential to be confidential (“Confidential Information”). Confidential Information shall also include information which, to a reasonable person familiar with the disclosing Party’s business and the industry in which it operates, is of a confidential or proprietary nature. The receiving Party shall hold in confidence, and shall not disclose (or permit or suffer its personnel to disclose) any Confidential Information to any person or entity except to a director, officer, employee, outside consultant, or advisor (collectively “Representatives”) who have a need to know such Confidential Information in the course of the performance of their duties for the receiving Party and who are bound by a duty of confidentiality no less protective of the disclosing Party’s Confidential Information than this Agreement. The receiving Party and its Representatives shall use such Confidential Information only for the purpose for which it was disclosed and shall not use or exploit such Confidential Information for its own benefit or the benefit of another without the prior written consent of the disclosing Party. Each Party accepts responsibility for the actions of its Representatives and shall protect the other Party’s Confidential Information in the same manner as it protects its own valuable confidential information, but in no event shall less than reasonable care be used. The Parties expressly agree that the terms and pricing of this Agreement are Confidential Information and the Customer further agrees that it shall not use the Services for the purposes of conducting comparative analysis, evaluations or product benchmarks with respect to the Services and will not publicly post any analysis or reviews of the Services without Poppulo’s prior written approval. A receiving Party shall promptly notify the disclosing Party upon becoming aware of a breach or threatened breach hereunder and shall cooperate with any reasonable request of the disclosing Party in enforcing its rights.
4.2 Exclusions. Information will not be deemed Confidential Information hereunder if such information: (i) is known prior to receipt from the disclosing Party, without any obligation of confidentiality; (ii) becomes known to the receiving Party directly or indirectly from a
source other than one having an obligation of confidentiality to the disclosing Party; (iii) becomes publicly known or otherwise publicly available, except through a breach of this Agreement by the receiving Party; or (iv) is independently developed by the receiving Party without use of the disclosing Party’s Confidential Information. The receiving Party may disclose Confidential Information pursuant to the requirements of applicable law, legal process or government regulation, provided that it gives the disclosing Party reasonable prior written notice to permit the disclosing Party to contest such disclosure, and such disclosure is otherwise limited to the required disclosure.
4.3 Injunctive Relief. Notwithstanding any other provision of this Agreement, both Parties acknowledge that any use of the disclosing Party’s Confidential Information in a manner inconsistent with the provisions of this Agreement may cause the disclosing Party irreparable and immediate damage for which remedies other than injunctive relief
engagement shall comply, in all material respects, with the specifications set out in the applicable SOW. If the Services are not performed as warranted or the Work Product does not so comply, then, upon the Customer’s written request, Poppulo shall promptly re-perform, or cause to be re-performed, such Professional Services, at no additional charge to the Customer. Such warranties and other obligations shall survive for thirty (30) days following the completion of the Professional Services or the delivery of each applicable portion of the Work Product, as the case may be. Such re-performance shall be the Customer’s exclusive remedy and Poppulo’s sole liability for any such non-performance. If, however, after repeated efforts, Poppulo is unable to remedy such defect in any Work Product, then the Customer’s sole remedy and Poppulo’s entire liability shall be to refund to the Customer any amounts previously paid by the Customer for the particular deficient Professional Services or Work Product.
may be inadequate. Therefore, both Parties agree that, in addition to
N o Other Warranty. Poppulo does not represent that the
any other remedy to which the disclosing Party may be entitled hereunder, at law or equity, the disclosing Party shall be entitled to an injunction or injunctions (without the posting of any bond and without proof of actual damages) to restrain such use in addition to other appropriate remedies available under applicable law.
4.4 SPII. Notwithstanding anything to the contrary herein, neither the Customer nor its Users shall upload into the Subscription Service or provide to Poppulo any sensitive personally identifiable information ("SPII") including (but not limited to) (i) financial information such as credit or debit card numbers, explicit salary or compensation data (other than, for example, paygrade), and unique identifiers such as passport or Social Security numbers, and/or (ii) any biometric or protected health data or other special categories of personal data as defined under Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 ("General Data Protection Regulation" or “GDPR”). To the extent that the Customer or any of its Affiliate or Users uploads any such SPII into the Subscription Service then the Customer (and not Poppulo) shall be solely responsible for all liability or obligations with respect to such SPII under any and all circumstances including but not limited to any data breach.
5.1 Subscription Service Warranty. Poppulo warrants that during the term of any Service Order for the Subscription Service, the Subscription Service will conform, in all material respects, with the Documentation. Poppulo does not warrant that it will be able to correct all reported defects or that use of the Subscription Service will be uninterrupted or error free. Poppulo makes no warranty regarding features or services provided by third parties. For any breach of the above warranty, Poppulo will, at no additional cost to the Customer, provide remedial services necessary to enable the Subscription Service to conform to the warranty. The Customer will provide Poppulo with a reasonable opportunity to remedy any breach and reasonable assistance in remedying any defects. Except for any additional remedies as may be set out in the Service Level Agreement, the remedies set out in this subsection are the Customer’s sole remedies for breach of the above warranty. Such warranty shall only apply if the Subscription Service has been utilized by the Customer in accordance with the Service Order and this Agreement.
5.2 Professional Services Warranty. Poppulo warrants that any Professional Services provided hereunder shall be provided in a competent manner and in accordance with any specifications set out in the SOW in all material respects. Poppulo further warrants that any Work Product provided pursuant to any Professional Services
Services will be error free or will meet the Customer’s requirements, or that the overall system that makes the Subscription Service available (including but not limited to the internet, other transmission networks, and the Customer’s local network and equipment) will be free from viruses or other harmful components. The warranties stated in section 5 above are the sole and exclusive warranties offered by Poppulo. There are no other warranties or conditions, express or implied, including, without limitation those of merchantability, fitness for a particular purpose or non-infringement of third-party rights. The Customer assumes all responsibility for determining whether the Services are accurate or sufficient for the Customer’s purposes.
6. EXCLUSION AND LIMITATION OF LIABILITY.
6.1 Consequential Damage Exclusion. Neither Party will be liable to the other or any third party for loss of profits or for any special, indirect, incidental, consequential or exemplary damages (including without limitation, damages for loss of business profits, loss of goodwill, business interruption, loss of business information and/or data) in connection with the performance of the Services, or the performance of any other obligations under this Agreement, even if it is aware or has been advised in advance of the possibility of the occurrence of such damages.
6.2 Limitation of Liability. To the fullest extent permitted by applicable law, the total cumulative liability of either Party to the other Party (including their directors, employees and agents) for any and all claims and damages under this Agreement, whether arising by statute, contract, tort or otherwise, will not exceed the Services fees paid by the Customer to Poppulo under the Service Order for the Services which form the subject of the claim during the six (6) month period immediately preceding the event giving rise to the claim. The provisions of this Agreement allocate risks between the Parties. The pricing set out in each Service Order reflects this allocation of risk and the limitation of liability specified under this Agreement.
6.3 Personal Injury or death. Nothing in this Agreement limits a Party’s liability for death or personal injury caused by its negligence.
7.1 Term. This Agreement will commence on the Effective Date and will continue in effect until otherwise terminated in accordance with Section 7.2 below. The term of each Service Order for the Subscription Service shall be set out on the Service Order.
7.2 Termination. Notwithstanding the foregoing, either Party may terminate this Agreement or any Service Order or SOW (i) immediately in the event of a material breach of this Agreement or any such Service Order or SOW by the other Party that is not cured within
thirty (30) days of written notice from the other Party, or (ii) immediately if the other Party ceases doing business or is the subject of a voluntary or involuntary bankruptcy, insolvency or similar proceeding, that is not dismissed within sixty (60) days of filing. Termination of a Service Order or SOW shall not be deemed a termination of this Agreement. Termination of this Agreement shall, however, terminate all outstanding Service Orders and SOWs. Either Party may also terminate this Agreement upon no less than thirty (30) days’ prior written notice to the other Party for any reason, if at such time there are no outstanding Service Orders or SOWs then currently in effect. All rights and obligations of the Parties which by their nature are reasonably intended to survive such termination or expiration will survive termination or expiration of this Agreement and each Service Order and SOW.
7.3 Effect of Termination. Upon any termination or expiration of this Agreement or any applicable Service Order or SOW, Poppulo shall no longer provide the applicable Services to the Customer and the Customer shall promptly cease and cause its Users to promptly cease using the Services. The Customer shall pay Poppulo for all fees that had accrued prior to the termination date. Except as expressly provided herein, termination of this Agreement by either party will be a nonexclusive remedy for breach and will be without prejudice to any other right or remedy of such party. Upon termination of this Agreement, each party shall promptly return or destroy all Confidential Information of the other party in its possession. Within thirty (30) days following termination, the Customer may retrieve the Customer Content in accordance with established and reasonable system access procedures. After such period, Poppulo will have no further obligation to store and/or make available the Customer Content and may delete the same
8 . OWNERSHIP; USE OF CONTENT; OBLIGATIONS
8.1 Subscription Service. The Customer acknowledges and agrees that as between Poppulo and the Customer, all right, title and interest in and to the Subscription Service (excluding any Customer Content) and including all modifications and configurations, all Poppulo Content and all of Poppulo’s proprietary technology, including, without limitation, all software, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information made available to the Customer by Poppulo in providing the Subscription Service and all derivatives thereof are and shall remain Poppulo’s or its licensors’. The Poppulo name, all Poppulo logos, and the product names associated with the Subscription Service are trademarks of Poppulo or third parties, and no right or license is granted to use them. The Customer shall not remove any Poppulo trademark or logo from the Subscription Service. During the term of this Agreement, Poppulo grants to the Customer a limited, worldwide, non-exclusive, non-transferable (except as set out in Section 12.2), royalty-free right to use, display, transmit, and distribute the Poppulo Content solely in connection with the Customer’s permitted use of the Subscription Service. Poppulo shall have the right to collect, use and distribute aggregated information, analysis, statistics, related benchmarking algorithms and other data generated by the Subscription Service (or derived from the Customer’s use of the Subscription Service) provided, however, that Poppulo shall not disclose any such data unless such data is in an aggregated form that would not permit a third party to identify the data as associated with the Customer or any of its Users.
8.2 Customer Content. The Customer retains ownership of all right, title and interest in and to all Customer Content. During the term of this Agreement, the Customer hereby grants to Poppulo a limited, worldwide, non-exclusive, non-transferable (except as set out in Section
12.2), royalty-free right to use, copy, display, transmit, and distribute the Customer Content solely as necessary to provide the Subscription Service to the Customer. Upon termination of the Subscription Service, Poppulo shall make such Customer Content available to the Customer in a mutually agreed upon format.
8.3 Customer Obligations. The Customer is responsible for all activities conducted under its User logins and for its Users’ use of the Services and compliance with this Agreement. Unauthorized use, resale or commercial exploitation of the Subscription Service in any way is expressly prohibited. Without Poppulo’s express prior written consent in each instance, the Customer shall not (and shall not allow any third party to): reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code form or structure of the Subscription Service or access the Subscription Service in order to build a competitive product or service or copy any ideas, features, functions or graphics of the Subscription Service. Except as expressly permitted in this Agreement, the Customer shall not copy, license, sell, transfer, make available, lease, time-share, distribute, or assign this license, the Subscription Service to any third-party. The Customer shall be liable for the use of the Services and any breach of this Agreement by any of its Users. In addition to Poppulo’s other remedies hereunder, Poppulo reserves the right upon notice to the Customer to terminate any User’s right to access the Subscription Service if such User has violated any of the restrictions contained in this Agreement. The Customer is solely responsible for all Customer Content. Poppulo does not guarantee the accuracy, integrity or quality of the Customer Content. Neither the Customer nor its Users shall use the Subscription Service to: (a) send, upload or otherwise transmit any Customer Content that is unlawful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable; (b) upload or otherwise transmit, display or distribute any Customer Content that infringes any trademark, trade secret, copyright or other proprietary or intellectual property rights of any person; (c) upload or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (d) interfere with or disrupt the Subscription Service or networks connected to the Subscription Service; or (e) violate any applicable law or regulation (including, without limitation, the GDPR. In addition, the Customer specifically agrees to not use the Service to send unsolicited communications or SPAM of any kind recognizing that Poppulo has no responsibility to and neither does it monitor any Customer Content contained within or delivered via the Services, however, and notwithstanding that fact Poppulo hereby reserves the right (and at its sole discretion) to restrict or prohibit access to the Services at any time and to remove any content it considers to be (or indeed, it considers likely to be) in breach of this Agreement and without prior notice to the Customer. It is specifically agreed and understood that all Non-Admin Users must co-ordinate all support requests with Poppulo through the Customer’s usual IT support channels who shall then have their Admin Users deal direct with Poppulo, and that Poppulo shall have no obligation to deal with any requests or enquiries direct from any Non-Admin Users of either Poppulo’s cloud-based SaaS platform and/or its mobile application.
8.4 Work Product. The parties agree that unless otherwise expressly set out in a SOW, any and all Work Product developed for the Customer in connection with any Professional Services and any templates created by Poppulo specifically for the Customer in connection with any Set-up Services shall be owned by Poppulo. To the extent any Work Product is not stated to be owned by Poppulo in any SOW, Poppulo hereby assigns to the Customer all intellectual property
rights and interests in such Work Product, including but not limited to any copyrights therein, subject to Poppulo’s retention of all right, title, and interest (including any and all intellectual property rights) it has in and to all Poppulo Materials (as defined below). To the extent that Poppulo incorporates any Poppulo Materials into the Work Product, and subject to the Customer’s payment of all applicable fees, Poppulo hereby grants to the Customer a perpetual, irrevocable, royalty-free, non-exclusive, license to use such Poppulo Materials solely as necessary for and specifically in conjunction with the Customer's use of the Work Product. For purposes of this Agreement, “Poppulo Materials” means all information, methodologies, data, ideas, concepts, materials, templates, know-how, techniques, documentation, software and development tools that Poppulo possesses prior to the commencement of the Services or which it develops independently of any activities governed by this Agreement, and any derivatives, modifications or enhancements made to any such property while performing the Services.
9.1 Poppulo Indemnification. Subject to Section 9.3 below, Poppulo will indemnify, defend and hold the Customer and its Affiliates harmless from and against any and all costs, liabilities, losses, and expenses (including, but not limited to, reasonable legal fees) (collectively, “Losses”) incurred arising out of or in connection with a claim, suit, action, or proceeding brought by any third party against the Customer or any of its Affiliates alleging that the use of the Services or Work Product as permitted hereunder infringes any Republic of Ireland copyright or trademark, or constitutes a misappropriation of a trade secret of a third party. Excluded from the above indemnification obligations are claims to the extent arising from (a) use of the Services or Work Product in violation of this Agreement or applicable law, (b) use of the Services or Work Product after Poppulo notifies the Customer to discontinue use because of an infringement claim, (c) any claim relating to any third party products or services or Customer Content, (d) modifications to the Services or Work Product made other than by Poppulo (where the claim would not have arisen but for such modification), (e) the combination, operation, or use of the Work Product with software or equipment which was not provided by Poppulo, to the extent that the Customer’s liability for such claim would have been avoided in the absence of such combination, operation, or use; or (f) compliance by Poppulo with the Customer’s custom requirements or specifications if and to the extent such compliance with the Customer’s custom requirements or specifications resulted in the infringement. If the Services or Work Product are held to infringe, Poppulo will, at its own expense, in its sole discretion use commercially reasonable efforts either (a) to procure a license that will protect the Customer against such claim without cost to the Customer; (b) to replace the Services or Work Product with non-infringing Services or Work Product; or (c) if (a) and (b) are not commercially feasible, terminate the Agreement or the applicable Service Order or SOW and refund to the Customer any prepaid unused fees paid to Poppulo for the infringing Services or Work Product. The rights and remedies granted the Customer under this Section 9.1 state Poppulo’s entire liability, and the Customer’s exclusive remedy, with respect to any claim of infringement of the intellectual property rights of a third party, whether arising under statute, common law or otherwise.
9 .2 Customer Indemnity. Subject to Section 9.3 below, the Customer shall indemnify, defend, and hold Poppulo and its Affiliates harmless from and against any and all Losses resulting from a claim, suit, action, or proceeding brought by any third party against Poppulo or any of its Affiliates that arises out of or results from a claim (i) alleging that the Customer Content, or any use thereof, infringes the intellectual property rights or proprietary rights of others, or has caused harm to a
third party, or (ii) arising out of the Customer’s breach of Sections 8.3 above or violation of any applicable law or regulations.
9.3 Indemnification Procedure. The indemnified Party shall (i) promptly notify the indemnifying Party in writing of any claim, suit or proceeding for which indemnity is claimed, provided that failure to so notify will not remove the indemnifying Party’s obligation except to the extent it is prejudiced thereby, and (ii) allow the indemnifying Party to solely control the defense of any claim, suit or proceeding and all negotiations for settlement; provided that the indemnifying Party shall not settle any claim without the indemnified Party’s prior written consent (such consent not to be unreasonably withheld or delayed). The indemnified Party shall also provide the indemnifying Party with reasonable cooperation and assistance in defending such claim (at the indemnifying Party’s cost).
Poppulo shall maintain in full force and effect during the term of any Service Order and SOW with a reputable insurance company, professional indemnity insurance and public liability insurance to cover the liabilities that may arise under or in connection with this Agreement and shall deliver if requested by the Customer certificates of insurance issued by Poppulo’s insurance carrier showing such policies in force. Poppulo shall give the Customer 30 days prior written notice to the Customer of cancellation, non-renewal or material change in coverage, scope or amount of any policy.
11. DATA SECURITY
Poppulo warrants that during the term of the applicable Service Order Poppulo will comply and conform to the information security policies and procedures under its ISO27001:2013 certification and in compliance with the data security controls attached as Annex 1 to this Agreement, the terms of which are hereby incorporated by way of reference into this Agreement.
12.1 Entire Agreement. This Agreement, including all Exhibits attached to this Agreement and all Service Orders and SOWs, contains the entire agreement between the Parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous proposals, understandings, representations, warranties, covenants, and any other communications (whether written or oral) between the Parties relating to this Agreement and is binding upon the Parties and their permitted successors and assigns. Only a written instrument that refers to this Agreement or the applicable Service Order or SOW and that are duly signed by the authorized representatives of both Parties may amend this Agreement or such Service Order or SOW. Any inconsistent or conflicting terms and conditions contained in any purchase order issued by the Customer shall be of no force or effect, even if the purchase order is accepted by Poppulo.
12.2 Assignment. This Agreement shall be binding upon and for the benefit of Poppulo, the Customer and their permitted successors and assigns. Either Party may assign this Agreement and all Service Orders and SOWs as part of a corporate reorganization, consolidation, merger, or sale of all or substantially all of its assets by providing written notice to the other Party. Except as expressly stated in this Agreement, neither Party may otherwise assign its rights or delegate its duties under this Agreement either in whole or in part without the prior written consent of the other Party, and any attempted assignment or delegation without such consent will be void. Poppulo may use independent contractors or subcontractors to assist in the delivery of Services; provided, however, that Poppulo shall remain liable for the actions or omissions of such independent contractors or subcontractors and for the payment of their
12.3 Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the Republic of Ireland and shall be subject to the exclusive jurisdiction of the Irish courts.
12.4 Disputes. Any disputes between the Parties arising out of this Agreement shall be resolved as follows: Members of the senior management of both Parties shall meet to attempt to resolve such disputes. If a dispute cannot be resolved within fifteen (15) days, either Party may make a written demand for mediation. Within fifteen (15) days after such written notification, the Parties shall meet for one day with an impartial mediator. The costs and expenses of the mediator shall be shared equally by the Parties. If the dispute is not resolved by mediation, the dispute shall be settled by binding arbitration in Dublin, Ireland. The arbitrator shall have no power to award damages inconsistent with this Agreement. No discovery shall be permitted in connection with the arbitration unless it is expressly authorized by the arbitrator upon a showing of substantial need by the Party seeking discovery. All aspects of the arbitration shall be treated as confidential. Neither the Parties nor the arbitrator may disclose the existence, content or results of the arbitration, except as necessary to comply with legal or regulatory requirements. Before making any such disclosure, a Party shall give written notice to all other Parties and shall afford such Parties a reasonable opportunity to protect their interests. The result of the arbitration shall bind the Parties, and judgment on the arbitrator’s award may be entered in any court having jurisdiction. Each Party shall bear its own costs of the arbitration. The fees and expenses of the arbitrator shall be shared equally by the Parties. The parties agree that a party need not invoke the procedures set out in this Section 12.4 in order to seek injunctive relief pursuant to Section 4.3
12.5 Headings. The headings to the sections of this Agreement are for ease of reference only and shall not affect the interpretation or construction of this Agreement.
12.6 Relationship of the Parties. Poppulo and the Customer are independent contractors, and nothing in this Agreement shall be construed as making them partners or creating the relationships of employer and employee, master and servant, or principal and agent between them, for any purpose whatsoever. Neither Party shall make any contracts, warranties or representations or assume or create any obligations, express or implied, in the other Party’s name or on its behalf.
12.7 Non-Solicitation. Each Party acknowledges that the other Party’s employees are valuable business assets, and each Party agrees that for a period of one (1) year following the Effective Date of this Agreement, it shall not (for itself or for any third party) solicit any employee that has performed work under this Agreement to terminate their employment with the other Party.
12.8 Force Majeure. Except for the obligation to make payments, the non-performance of either Party shall be excused to the extent that performance is rendered impossible by strike, fire, flood, governmental acts or orders or restrictions, failure of suppliers, or any other reason where failure to perform is beyond the reasonable control of the non-performing Party.
12.9 Notices. Any notice, approval, request, authorization, direction or other communication under this Agreement shall be given in writing and shall be deemed to have been delivered and given for all purposes (i) on the delivery date if delivered personally to the Party to whom the same is directed; (ii) one (1) business day after deposit with a nationally recognized overnight carrier, with written verification of
receipt, or (iii) five (5) business days after the mailing date whether or not actually received, if sent by certified post, return receipt requested, postage and charges pre-paid or any other means of rapid post delivery for which a receipt is available, to the address of the Party set out on the applicable Service Order. Either Party may change its address by giving written notice of such change to the other Party.
12.10 Modifications to Subscription Service. Poppulo may make modifications to the Subscription Service or particular components of the Subscription Service from time to time provided that such modifications do not materially degrade any functionality or features of the Subscription Service.
12.11 Publicity. The Customer hereby grants Poppulo a non-exclusive license solely during the term of this Agreement to list the Customer’s name and display the Customer’s logo in the customer section of Poppulo’s website and to use the Customer’s name and logo in Poppulo’s customer lists but only to the extent that other customers of Poppulo are also listed on such list. Any other use by Poppulo of the Customer’s name, logo or trademark requires the Customer’s prior written consent.
12.12 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original as against any Party whose signature appears thereon, but all of which together shall constitute but one and the same instrument. Signatures to this Agreement transmitted by facsimile, by electronic mail in “portable document format” (“.pdf”), or by any other electronic means which preserves the original graphic and pictorial appearance of the Agreement, shall have the same effect as physical delivery of the paper document bearing the original signature.
12.13 Waiver and Severability. Performance of any obligation required by a Party hereunder may be waived only by a written waiver signed by an authorized representative of the other Party, which waiver shall be effective only with respect to the specific obligation described therein. The failure of either Party to exercise any of its rights under this Agreement will not be deemed a waiver or forfeiture of such rights. The invalidity or unenforceability of one or more provisions of this Agreement will not affect the validity or enforceability of any of the other provisions hereof, and this Agreement will be construed in all respects as if such invalid or unenforceable provision(s) were omitted.
IN WITNESS whereof the parties or their duly authorized representatives have entered into this Agreement on the date set out above.
Data Security Controls
(a) Poppulo shall ensure that: (a) it has and maintains a written comprehensive information security management system and program (“ISMS”) containing appropriate administrative, technical and physical safeguards for the security, confidentiality and integrity of Customer information and data; and (b) that the ISMS is periodically reviewed and appropriate updates are implemented to address any gaps identified in the ISMS. Poppulo agrees to make summarised extracts of the ISMS documentation, including relevant policies and procedures thereunder, available to Customer upon reasonable written request from time to time.
(a) Poppulo agrees to maintain and use appropriate safeguards to prevent the unauthorised access to or use of Customer information and data, and to implement administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity and availability of information or data that Poppulo processes in the course of providing the Services.
(b) Such safeguards shall include, but are not limited to, (a) security management policies and procedures including incident management procedures to address security events, (b) access controls, including password management controls, to ensure access to information resources is granted on a need to know and least privilege basis, (c) device and software management controls to guard against viruses and other malicious or unauthorised software, (d) industry standard encryption safeguards for data in transit and for data at rest on portable media (e) security awareness to ensure employee understanding of their responsibilities in guarding against security events and unauthorised use or access to information, (f) logging procedures to proactively record user and system activity for routine review, and (g) facility access and protection controls to limit physical access to information resources and guard against environmental hazards (e.g., water or fire damage).
(c) Such safeguards shall also include controls designed to provide, maintain and support its software and subsequent updates, upgrades, and bug fixes such that by using best industry practice the software shall be secure as possible from those vulnerabilities as described in (at least) the Open Web Application Security Project’s (“OWASP”) "Top Ten Project".
(d) Such safeguards shall also include appropriate controls to preserve the security, integrity and confidentiality of Customer information and data, including administrative, technical and physical measures that conform to generally recognised industry standards and best practices that Poppulo applies to its processing environment. Maintenance of a secure processing environment includes, but is not limited to, the timely application of patches, fixes and updates to operating systems and applications as provided by Poppulo. Poppulo similarly expressly agrees to limit access to Customer data to those Poppulo employees who have been subject to the pre-employment screening norms expected under Poppulo's ISMS programme, attested to acceptable use and non-disclosure terms, and have a legitimate business need to access the information.
(a) Poppulo, at its sole expense, shall engage an accredited third-party audit and certification body, such body assessing Poppulo’s information security practices and procedures relevant to the Services provided to Customer. Audits and assessments undertaken by the certification body shall verify the compliance of Poppulo's information security practices and procedures to at least the ISO27001:2013 standard for information security management systems. Poppulo shall, upon written request, provide evidence to Customer of continued certification against this standard.
(b) Poppulo, at its sole expense, agrees at all times to maintain network security that – at a minimum – includes: network firewall provisioning, intrusion detection, and regular (at a minimum, annually) third party penetration and vulnerability assessments.
(c) Customer, at its sole expense, may inspect Poppulo’s ISMS relevant to the Services provided to Customer. Due to the confidential and proprietary nature of Poppulo’s operations and to protect the integrity and security of its operations and the shared nature of systems which may be used to provide the Services under this Agreement, Poppulo reserves the right to reasonably limit the scope of such security reviews or inspections, and require that such inspections (a) must be preceded by advance written request of no less than 30 days prior to the anticipated start date and may occur no more than once in any twelve (12) month period, (b) if to be conducted by a third party, the third party must be a mutually agreed upon security assessment specialist, where such agreement by Poppulo shall not be unreasonably withheld, (c) in the case of Customer, are subject to the confidentiality and non-disclosure provisions set out in this agreement and, in the case of a third party, the third party must be subject to appropriate confidentiality and non-disclosure provisions with Poppulo, and (d) may not materially disrupt Poppulo’s normal business or IT operations.
(a) Poppulo, agrees to notify the Customer promptly upon learning of a Security Incident (as defined below) involving a Customer’s Confidential Information. A “Security Incident” is defined as (1) the actual unauthorised access to or use of unencrypted Customer Confidential Information by a third party, or (2) loss, theft, or unauthorised disclosure of unencrypted Customer Confidential Information
(b) Notification shall take the form of a phone call to the designated Customer account contact(s) and shall include at a minimum, (a) problem
statement or description, (b) expected resolution time (if known), and (c) the name and phone number of the Poppulo representative that Customer may contact to obtain updates. Such notification shall be made within one (1) business day of Poppulo’s discovery of the Security Incident.
(c) Poppulo agrees to keep the Customer informed of progress and actions taken to resolve the Security Incident. Unless such disclosure or notification is mandated by law, Customer in its sole discretion will determine whether to provide explicit notification to its customers or employees concerning any Security Incident. Poppulo reserves the right, in its sole discretion, to notify pertinent government authorities of such incidents, such as those involving criminal acts.
(a) Poppulo shall develop and maintain disaster recovery and business continuity plans pertinent to the services provided which shall address reasonably foreseeable events that could impair Poppulo’s ability to render services under this agreement. The plans shall be tested no less than annually. Poppulo reserves the right to edit or update its plans as needed from time to time, without notice, so long as the changes do not materially lessen or weaken Poppulo’s ability to maintain services in accordance with this Agreement.
(b) The occurrence of a crisis or event (including any force majeure event) will not relieve Poppulo of its obligation to implement the disaster recovery and business resiliency plan and to provide the disaster recovery services contained therein, except in situations where a force majeure event to the disaster recovery site prevents Poppulo from executing its business continuity and/or disaster recovery plans.
(a) Poppulo agrees that, upon termination or expiry of the Agreement, it shall follow Poppulo's documented ISMS processes as to the preservation, transfer, or destruction of Customer Confidential Information. Upon request, Poppulo shall certify in writing that these actions have been completed within 90 days of the termination of this Agreement or at a lead-time agreed with the designated Customer account contact(s) at the time of termination.
D ata Processing Agreement
1. Introduction and Definitions
1.1.1 “Confidential Information” has the meaning set out in the Agreement.
1.1.2 “Data Protection Law” shall mean Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 (“GDPR”) and the Data Protection Acts 1988 – 2018 both as may be amended or superceded from time to time.
1.1.3 “Personal Data”, “Controller”, “Processor”, “Processing”, “Processed” shall have the meaning set out in the Data Protection Law.
1.1.4 “Protected Data” means Confidential Information and Personal Data collectively.
1.2 Poppulo will act as a Data Processor in relation to all Personal Data it accesses or processes under the Agreement, and the Customer will act as the Data Controller with respect to such Personal Data. Poppulo shall, in its capacity as Data Processor, implement best industry practice to ensure that all appropriate technical, organisational and security measures are taken to ensure that the Personal Data is protected against unauthorised or unlawful processing and against accidental loss, destruction, or damage.
2. General Security Procedures
2.1. Poppulo shall promptly report activity that may reasonably lead to physical harm, loss of Protected Data or damage to personnel or facilities to the Customer.
2.2. Poppulo will implement and regularly evaluate a process to provide for continuation of business operations during unplanned, adverse events.
2.3. Without limiting Poppulo’s obligation of confidentiality in the Agreement and as further described herein, Poppulo will be responsible for using best industry practice to establish and maintain an information security programme that is designed to: (i) ensure the security and confidentiality of Protected Data; (ii) protect against any anticipated threats or hazards to the security or integrity of the Protected Data; (iii) protect against unauthorised access to or use of the Protected Data; (iv) ensure the proper disposal of Protected Data; and, (v) ensure that all subcontractors of Poppulo, if any, comply with all of the foregoing. Poppulo will designate an individual to be responsible for the information security programme. Such individual will respond to Customer inquiries regarding information security and to be responsible for notifying Customer-designated contact(s) if a breach or an incident occurs. The information security programme will be at least as stringent as the requirements of ISO 27001 and will be compliant with Data Protection Law.
2.4. Poppulo will conduct formal data security and data privacy awareness training for all personnel and contractors as soon as reasonably practicable after the time of hiring or prior to being appointed to work on Protected Data, and annually thereafter. Evidence of security awareness training will be retained by Poppulo and shall be made available for review by the Customer upon request.
2.5. Poppulo will promptly, and without undue delay, notify (but in no event more than one business day after the occurrence) the designated Customer security contact of any security attacks or incidents. The notice shall include the approximate date and time of the occurrence and a summary of the relevant facts, including a description of measures taken to address the occurrence. Poppulo will also promptly respond to requests for information from Customer related to any actual or suspected security incidents. A “security incident” includes any unauthorised information system or data access, unauthorised or unplanned disruption of the Services due to a malicious act(s), or related impacts to Poppulo's data protection controls. The Customer or its third-party designee may perform audits and security tests of Poppulo’s environment that may include interviews of relevant personnel, review of documentation, or technical inspection of systems, as they relate to the provision of the Services. Any such audits undertaken by the Customer shall be at the Customer's sole cost and expense, and not exceed one such audit per calendar year. Poppulo shall promptly provide all information reasonably requested by the Customer in connection with any such audits and shall provide reasonable access and assistance to the Customer or its agents upon request. Poppulo agrees to comply with all reasonable mutually agreed recommendations that result from such inspections, tests, and audits within reasonable timeframes.
2.8 Poppulo fully acknowledges and agrees that any disclosure of Protected Data in the provision of the Services will in no way be construed to be an assignment, transfer, or conveyance of title to or ownership rights in such Personal Data from the Customer to Poppulo.
3. Network and Communications Security
3.1. All Poppulo connectivity to Customer information systems shall be through secured remote access mechanisms.
3.2. Poppulo will use best industry practice to ensure that Poppulo’s systems connecting to Customer’s systems and anything provided to Customer through such systems does not knowingly contain any malicious code designed to, or that would enable, the disruption, modification, deletion, damage, deactivation, disabling, harm or otherwise be an impediment to the operation of the Customer’s systems.
3.3. At end-of-life, all electronic storage media containing Protected Data will be wiped or degaussed for physical destruction or disposal, in a manner meeting forensic industry standards such as the NIST SP800-88 Guidelines for Media Sanitisation. Destruction of Protected Data on paper shall be by shredding, either by Poppulo or an approved third party. Poppulo will maintain documented evidence of data erasure and destruction. This evidence will be available for review at the request of Customer.
3.4 All media containing Protected Data will be contained in secure, environmentally-controlled storage areas controlled by Poppulo. All portable media containing Protected Data will be encrypted.
3.5 During the performance of the Services Poppulo will engage, at its own expense and at least once per year, a third party testing company to perform independent penetration and vulnerability testing with respect to Poppulo’s systems containing and/or storing Protected Data.
3.6 Where permissible by law, Poppulo will perform screening on all Poppulo personnel and contractors including temporary and non-employee personnel who will be performing the Services.
4 System Development and Maintenance
4.1 Poppulo will take appropriate measures to ensure that Poppulo’s software development programme is governed by a well-documented and implemented Software Development Life Cycle (SDLC) that incorporates secure coding and application security testing best practices, such as those consistent with the Open Web Application Security Project (OWASP).
4.2 Poppulo will not release software or provide any services to the Customer with known Critical or High vulnerabilities, as defined by the Forum of Incident Response and Security Teams Common Vulnerability Scoring System (FIRST CVSS) Qualitative rating scale. Applications or services developed or provided by Poppulo and utilised by the Customer will be regularly scanned by Poppulo for vulnerabilities and patched in a timeframe that is consistent with Poppulo's then-current vulnerability management standards.
5 Location of Personal Data
5.1 Poppulo will not store Personal Data in any country or territory outside the European Economic Area without the prior written consent of Customer.
5.2 In the event that Poppulo receives a request from a Data Subject (as defined under the Data Protection Law) Poppulo will promptly notify the Customer of such request, and will not respond to such request without the Customer’s prior written consent, except where required by applicable law.
5.3 Poppulo will not transfer or otherwise make available Personal Data to any third party (including a subcontractor or law enforcement agency) without the prior written consent of Customer, except as required by applicable law. Poppulo will not transfer or permit the transfer of Personal Data to a subcontractor for any reason without first entering into a written agreement containing terms no less protective than the terms set out under this annex.
5.4 In the event that Poppulo receives a request or demand for Personal Data by a law enforcement, supervisory authority or other governmental agency, Poppulo will direct the agency to the Customer and promptly notify the Customer of the request or demand, except where prohibited from doing so by applicable law.
6.1 The processing of Personal Data by Poppulo under this Agreement shall be for:
(a) the subject-matter;
(b) the duration;
(c) the nature and purpose;
(d) the type of Personal Data; and
(e) categories of data subjects, all as more particularly set out below.
6.2 Subject Matter. The subject matter of the processing shall relate to Poppulo’s provision of the Services, being the delivery of emailed
6.3 Nature and Purpose. The nature and purpose of the processing shall relate to the creation of emails, emailed newsletters and surveys, as delivered to employees or contractors of the Customer.
6.4 Duration of Processing. The processing of the Personal Data shall be for the term of this Agreement, and for the purpose of and only to the extent required to provide the Services set out in the Master Services Agreement, provided that Personal Data shall not be Processed for longer than is necessary for the purpose for which it was collected or is being Processed (except where a statutory exception applies).
6.5 Data Subjects. The data subjects shall include current and former contractors and employees of the Customer.
6.6 Personal Data in Scope. Poppulo may process the following types and categories of Personal Data:
(a) contact information - subject email addresses, subject name, subject title and related attributes required to send or personalise emailed newsletters
(b) location information - subject location and function, required to target employee newsletters or newsletter content on the basis of location or function
(c) email content - the Customer’s corporate information included in the emailed newsletters
(d) reporting information - analytics and other reporting data which provides aggregated information on engagement with newsletter mailings (including aggregated information on email bounces, opens and clicks)
(e) system security information - other information critical to the secure fulfilment of the Services (including IP address data for access validation, password information for user authentication, and other security data elements).
6.7 The Customer may, from time to time, make reasonable requests for amendments to this Clause 6 by written notice to Poppulo as the parties reasonably consider necessary to reflect the nature of the Services and as required to comply with all applicable Data Protection Law in force from time to time.
Poppulo Service Level Agreement
The Subscription Service shall be available at least 99.5% of total time each month, excluding scheduled downtime.
Service Response Time
The target response time for HTML pages is less than 2 seconds from the Poppulo system. All page times that exceed this threshold are recorded in a slow pages log for analysis. Page response times from the Poppulo system are dependent on many factors. The network speed (including mobile or wireless network speed), or the actual performance of the device (including mobile devices) and the internet browser used to render pages can affect response times as much as the actual infrastructure used to run the Poppulo system. In addition, some Poppulo system pages may take a longer time to render due to the volume of data they display. An example of this would be a custom subscriber report page, or a subscriber import page Poppulo monitors a wide range of metrics (cpu, I/O, memory usage, swap usage) on its production servers to detect if there are any performance problems. System administrators are automatically notified of response time problems by SMS 24/7.
Service Performance Dependencies
Service levels shall only be supported for the current and previous manufacturer supported versions of Internet Explorer, Google Chrome, Mozilla Firefox and Apple Safari browsers. In respect of the mobile application only, service levels shall only be supported for the current and previous version of the Poppulo mobile application, and for the then most common and manufacturer supported versions of Apple iOS and Google Android.
Feature Release Related Downtime and Notification
Poppulo targets the release of approximately ten Subscription Service updates every year. Poppulo shall notify Admin Users through alerts within the Subscription Services platform at least four (4) business days prior to product iteration related schedule downtime. This essential work is normally completed within five (5) hours and may include an impact to service availability within that period.
Please note that Poppulo targets all releases to the mobile application on an “as-needs be” schedule only. Poppulo shall notify mobile and Non-Admin Users of the availability of a new mobile application version via the mobile application distribution channel agreed in the Service Order (including, where applicable, updates via the Apple iTunes app store, for iOS devices, and Google Play app store for Android devices).
Maintenance Related Downtime and Notification
If the Poppulo SaaS platform need to be made unavailable, Poppulo shall notify Admin Users through alerts within the SaaS platform at least four (4) hours prior to the scheduled downtime. Poppulo shall attempt to avoid scheduling any downtime between 8am to 6pm GMT/BST on EU data center and 1pm to 11pm GMT/BST on US data center and work closely with our customers to understand their communication schedules to minimize any impact of system updates or maintenance downtime.
When minor system updates take place, the SaaS platform shall be available, but certain functions such as email sending and subscriber uploads may be unavailable. For these minor system updates Poppulo shall notify Admin Users through alerts within the SaaS platform at least 30 minutes prior to the system update and detail which specific functions may be unavailable during that time.
Target Response Time
Poppulo categorizes issues into four Severity levels. Our target response time is directly related to the severity categorization of each issue:
Systems are monitored 24/7 for Severity 2 issues.
Updates shall be posted every hour at xxx.xxxxxxx.xxx/xxxxxx. If the issue has not been resolved with 6 hours, affected users shall be notified of the issue by email. Once the issue is resolved an update shall be posted on xxx.xxxxxxx.xxx/xxxxxx
Severity 3 High
System performance issue or bug affecting non-core functionality but not preventing access to microsites or administration platform.
Severity 3 issues can be reported through Poppulo phone or email support.
Initial response time**
Initial response shall be communicated to affected users by email within 4 business hours. Depending on users affected, in-app alerts may also be posted within 4 business hours
Ongoing response time
Once a solution to the issue has been confirmed, affected users shall be notified by email within 4 business hours informing when the solution shall be implemented. Once the issue has been resolved affected users shall be notified by email within 1 business day.
Severity 4 Low
Routine technical issues, bugs affecting a small number of users where a reasonable workaround is available and all other customer queries channeled through Poppulo customer support.
Severity 4 issues can be reported through Poppulo phone or email support.
Initial and ongoing response time**
Initial and ongoing response to phone and email contact shall be within 24 business hours.
* Severity Level 1 and 2 target initial response times are 24x7, including weekends and holidays.
** Severity Level 3 and 4 target initial response times include 8am to 10pm GMT/BST only and exclude weekends and holidays
Poppulo Phone Support
Unless explicitly stated otherwise, Admin Users have access to the Poppulo support team by calling x00 000 000 0000 from 8am to 10pm GMT/BST, Monday to Friday (excluding December 25th and January 1st of any year). A full list of international phone numbers is available on the Poppulo website at xxx.xxxxxxx.xxx
Poppulo Email Support
Admin Users may submit queries to email@example.com. Poppulo support agents are available to respond to email queries from 8am to 10pm GMT/BST, Monday to Friday (excluding December 25th and January 1st of any year).
The Poppulo support team is structured in two tiers. All incoming queries are channeled through to Tier 1 support, where queries are assessed, categorized, escalated when appropriate, responded to and often resolved.
Severity 4 categorized issues
Severity 1; Severity 2; Severity 3 categorized issues
Customer Success Management
A Poppulo customer success manager will be appointed to each customer who purchases Poppulo Pro, Enterprise or Analytics products, to manage the onboarding of the Poppulo solution and provide account management throughout the partnership with the customer.
Poppulo customer success teams are based in Ireland and US, with the Irish team available from 9am to 5pm GMT/BST, Monday to Friday (excluding Irish public holidays, December 25th, December 26th and January 1st of any year). The US team is available from 2pm to 10pm GMT/BST, Monday to Friday (excluding US public holidays, December 25th, December 26th and January 1st of any year).
Customer success managers can be contacted directly or via c firstname.lastname@example.org