System Availability Service Level Agreement ("SLA"):
PatientIQ warrants at least 99.1% System Availability during each calendar month excluding Scheduled Maintenance Window and Emergency Maintenance.
Definitions. Except as otherwise modified or defined herein, all capitalized terms in this SLA have the same meanings as set forth in the Service Subscription Agreement executed by the parties (collectively, “Agreement”). For the purposes of this SLA, the following definitions will apply:
"Emergency Maintenance" means downtime of the Service outside of Scheduled Maintenance Window hours that is required to complete the application of urgent patches or fixes, or undertake other urgent maintenance activities. If Emergency Maintenance is required PatientIQ will promptly contact Customer and provide the expected start time and the expected duration of the Emergency Maintenance, and if PatientIQ expects the Production Service to be completely unavailable during the Emergency Maintenance.
"Scheduled Maintenance Window" means the window during which scheduled maintenance of the Production Service may be performed. The Scheduled Maintenance Window between the hours of 11:00 p.m. and 3:00 a.m. local time for the location(s) in which the PatientIQ is deployed. In the event PatientIQ expects the Scheduled Maintenance Window activity to result in the Production Service being unavailable to Customer, PatientIQ will provide Customer with a minimum of five (5) business days advance notification.
"System Availability" means the percentage of total time during which the Production Service is available to Customer, excluding Scheduled Downtime and Emergency Maintenance.
Remedy. If the System Availability is less than 99.1%, and if Customer has fulfilled all of its obligations under the Agreement and this SLA, PatientIQ will provide Customer with a Service Credit for the month in which the failure to meet this SLA has occurred. The Service Credit will be calculated in accordance with the below.
For Monthly System Availability less than 99.1% but equal to or greater than 98.5%, you will be eligible for a 10% Service Credit.
For Monthly System Availability less than 98.5%, you will be eligible for a 30% Service Credit.
If Customer submits one or more validated SLA claims under this SLA in each of three (3) consecutive calendar months or if Customer submits three or more validated SLA claims under this SLA in any period of thirty (30) consecutive days, Customer may terminate the Agreement upon thirty (30) days written notice.
General Terms Applicable to SLA:
“Service Credit” is the percentage of the monthly Service Fees for the Service that is awarded to Customer for a validated claim related to breach of the SLA during that month.
In any given month Customer shall in no event be entitled to receive a credit that exceeds 100% of its monthly Service Fee for the Service.
Service Credits shall be credited by PatientIQ on a monthly basis and applied to the following month’s fees, or refunded on a monthly basis if Customer has paid PatientIQ in advance for more than one month. In no event shall the Service Credits exceed the fees due for the following month (or if prepaid for more than one month, 1/the number of months paid for in advance).
Customer shall have the remedies under the SLA commencing upon thirty (30) days after the Effective Date of the Agreement.
Customer must notify PatientIQ via email to [email protected] within five (5) business days from date of incident it first believes entitles it to receive a remedy under the SLA set forth below.
For all claims subject to validation by PatientIQ, PatientIQ will use log files, database records, audit logs, and any other information available to validate claims and make a good faith judgment on the applicability of SLAs to said incident. PatientIQ shall make information used to validate a SLA claim available for auditing by Customer at Customer’s request and cost.
The remedies set forth herein represent Customer's sole and exclusive remedy for PatientIQ’s breach of the SLA defined in this SLA.
Customer shall not have any remedies under any SLA in connection with any Force Majeure Event as defined in the Agreement.
Customer shall not have any remedies under any SLA to the extent any SLA claim is due to:
Use of the Service outside the scope described in the Agreement and the Documentation;
Customer Systems and/or third party software, hardware or network infrastructure outside of PatientIQ’s data center and not under the direct control of PatientIQ;
Failure of Customer to meet the configuration requirements for Customer Systems set forth in the Documentation;
Failure of the external internet beyond PatientIQ's network;
Electrical or internet access disruptions;
Any actions or inactions of Customer or any other third party not under the direct control of PatientIQ; or
Attacks (i.e. hacks, denial of service attacks, malicious introduction of viruses and disabling devices) caused by third parties.
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SLA last updated: 10/25/2017.