Service Level Agreement

1.0 Agreement Overview

This agreement represents a Service Level Agreement ('SLA') between Bridge Patient Portal (“COMPANY”) and its customer (“CLIENT”) for the provisioning of IT services required to support and sustain the Patient Portal software (“Product”). This SLA is only valid as a supplementary agreement to an active license or services agreement between COMPANY and CLIENT.

This SLA remains valid until superseded by a revised agreement mutually endorsed by the stakeholders.

2.0 Goals & Objectives

The purpose of this SLA is to ensure that the proper elements and commitments are in place to provide consistent IT service support and delivery to the CLIENT by the COMPANY.

The objectives of this SLA are to:

• Provide clear reference to service ownership, accountability, roles and/or responsibilities
• Present a clear, concise and measurable description of service provision to the CLIENT
• Match perceptions of expected service provision with actual service support & delivery

3.0 Definitions

“Downtime”, is defined as a period during which the Product is not functional or does work that is outside of maintenance services. This does not include a situation where a single feature or function that is not crucial to the operation of the Portal is not functioning, but a larger issue which renders the Product unusable.

“Uptime”, is defined as a period during which the Product is operating normally, and while this may include bugs, the bugs are not preventing users from using the system for most of its primary functions.

4.0 Service Agreement

The following detailed service parameters are the responsibility of the COMPANY in the ongoing support of this SLA.

4.1 Service Scope

This SLA applies only to the Product and Professional Services related to the Product, described in the SLA or applicable Statement of Work. This SLA does not apply to any software, services, or other parts of an information technology system that are not purchased from or managed by COMPANY.

For CLIENT-hosted environments or COMPANY cloud-hosted environments dependent on CLIENT-hosted resources where the CLIENT-hosted resource is considered to be the cause of the outage, COMPANY will provide a reasonable amount of support to attempt to identify and resolve any cloud-related issues or outages. Reasonable amount of support is defined as up to two (2) hours of support (per server outage) to address the issue, after which a mutually agreed upon plan will be implemented. For COMPANY-hosted cloud environments, COMPANY will resolve issues with no limit to the effort or time required to resolve the issue.

COMPANY will rectify service issues with the Product, except where:

• The issue has been caused by CLIENT's use of the Product in a manner that is contrary to COMPANY Training, Knowledge Base, or any other instructions issued by COMPANY
• The issue has been caused by CLIENT's use of the Product in a manner that is contrary to industry standard cybersecurity safety measures and best practices
• CLIENT has prevented COMPANY from performing maintenance on the Product or has been unresponsive or unwilling to update the Product to a COMPANY-recommended new stable version of the Product within a nine (9) month period from the release of the stable version of the Product
• The issue has been caused by Third Party Products

The following Services are included in this SLA:

• Manned telephone support
• Monitored email support
• Support desk / ticket system
• Remote assistance using a Remote Desktop Protocol

5.0 Responsibilities

5.1 Client Responsibilities

CLIENT responsibilities and/or requirements in support of this SLA include:

• Use the Product as intended under the Client's License Agreement and this SLA
• Payment for all support and maintenance costs according to the Client's contracted hourly rate
• In case of a high priority alert, ensure the availability of a sufficient number of skilled Client employees to cooperate with the Company
• Reasonable availability of Client representative(s) when resolving a service related incident or request
• Notify Company of issues or problems in a timely and descriptive/clear manner

5.2 COMPANY Responsibilities

COMPANY responsibilities and/or requirements in support of this SLA include:

• Meeting response times associated with service related incidents
• Appropriate notification to Client for all scheduled maintenance
• Best effort in diagnosis and repair of incident(s) including critical decision making in emergency situations
• Maintain clear and timely communication with CLIENT at all times

5.3 Exceptions

CLIENT shall not receive any credit under the SLA in connection with any failure or deficiency of website or email availability caused by or associated with:

1. Circumstances beyond COMPANY's reasonable control and where COMPANY has implemented industry best practices to prevent such issues, including, without limitation, acts of any governmental body, war, insurrection, sabotage, armed conflict, embargo, fire, flood, strike or other labor disturbance, interruption of or delay in transportation, unavailability of or interruption or delay in telecommunications or third party services, virus attacks or hackers, failure of third party software (including, without limitation, e-commerce software, payment gateways, chat, statistics or free scripts) or inability to obtain raw materials, supplies, or power used in or equipment needed for provision of this SLA;
2. Scheduled maintenance and emergency maintenance and upgrades (Note: Every effort will be made to keep downtime to a minimum during maintenance periods and, when possible, COMPANY will notify CLIENT in advance of the expected downtime. CLIENT will not be billed hourly for these maintenance periods, but these maintenance periods are not eligible for SLA credits);
3. DNS issues outside the direct control of COMPANY;
4. CLIENT's acts or omissions (including acts or omissions of others engaged or authorized by the CLIENT), including, without limitation, custom scripting or coding (e.g., CGI, Perl, HTML, PHP, Python, Javascript, Bash, etc), any negligence, willful misconduct, or use of the Services in breach of this SLA;
5. DNS (Domain Name Server) Propagation;
6. Outages elsewhere on the Internet that hinder access to your account. COMPANY is not responsible for browser or DNS caching that may make your site appear inaccessible when others can still access it. COMPANY will guarantee only those areas considered under the control of COMPANY.
7. Issues with email CLIENT's SMTP and/or business email service

6.0 Service Management

Effective support of in-scope services is a result of maintaining consistent service levels. The following sections provide relevant details on service availability, monitoring of in-scope services and related components.

6.1 Support Availability

• Regular business hours are considered to be from 9.00 am until 5.00 pm Eastern Standard Time, Monday to Friday, except Federal U.S. Holidays and observances as defined by the U.S. Government.
• Telephone support: will be conducted during business hours. Direct contact information will be provided for telephone support outside of business hours. However, no action will be guaranteed until the next working day.
• Email support and Support Desk: will be monitored during business hours. Any email received outside office hours will be collected, and best efforts will be made to respond to the client's request. However, no action will be guaranteed until the next working day.
• Support desk / ticket system: CLIENTs provided this option are encouraged to submit a ticket, no matter if during or after office hours, via the support desk.

6.2 Service Availability

The COMPANY guarantees 99.5% Uptime each month 24 hours a day 7 days a week (“Agreed Hours of Service”). Uptime is measured based on the monthly average of availability, rounded down to the nearest minute, and calculated as follows:

Uptime% = ((Agreed Hours of Service - Hours of Downtime) / (Agreed Hours of Service)) x 100%

6.3 Service Credits

Should Uptime fall below the SLA agreed above in any calendar month, the COMPANY will compensate CLIENT in the form of Service Credits, which are calculated as follows:

To apply for a Service Credit under this SLA, CLIENT must submit a request to your Support contact by email, within 30 days of the end of the applicable month with the subject line “SLA Service Credit”. The request must include the dates and times of the Downtime for which Service Credit is being requested, and any additional documentation that demonstrates the claimed Downtime. Service Credits are the exclusive remedy for the COMPANY's failure to meet its Uptime guarantee and no other or additional types of damages can be claimed, including breach of warranty. In the event there are no new invoices to be issued, the COMPANY will pay out the Service Credit to CLIENT directly.

6.4 Service Guarantees for Client-Hosted Environments

For systems hosted by CLIENT or systems hosted by COMPANY where the issue is caused by a CLIENT-hosted system, COMPANY will respond to the service issue in the response time listed above, but can make no guarantee to resolve the issue in any defined amount of time nor will COMPANY provide any service credits or refunds. COMPANY will make every effort to respond to all service requests in a timely manner.

Remote assistance to CLIENT's systems will be provided in-line with the above timescales dependent on the priority of the support request.

6.5 Service Requests

In support of services outlined in this SLA, the COMPANY will respond to service related incidents and/or requests submitted by the CLIENT within the following time frames. Resolution times are subject to the complexity and nature of the service request. Once responded to, COMPANY will make a best effort to resolve any outstanding issue(s) as quickly as possible, including performing such resolution outside of business hours.

6.5.1 Support Escalation Policy

If the normal support process does not produce the desired results, or if the problem has changed in priority, the problem can be escalated as follows:

• First contact the representative who is working on the problem and request that the priority of the problem be escalated.
• You may contact a the representative's manager or other members of the COMPANY's IT team

6.5.2 Emergency Situation

1. Any work performed or calls handled outside regular business hours for CLIENT for a problem not deemed to be the fault of COMPANY and escalated as an emergency by CLIENT or deemed an emergency by COMPANY may be billed at COMPANY's emergency rate, at the discretion of COMPANY. Bill rate for emergency services, unless otherwise contracted incurs a surcharge of 50% of the CLIENT's hourly rate, as defined in the CLIENT's license or service agreement.
2. Services that are in need of an immediate resolution, including but not limited to server failure, software failure, e-PHI risk, that are not related to an existing project or approved work/change order, may be completed without CLIENT's approval.
3. CLIENT will be provided with an emergency email address and phone number, which will be forwarded to multiple parties in COMPANY's organization.

CLIENT will be promptly notified in the event of an emergency situation, to the extent feasible, and the COMPANY will make best efforts to identify such circumstances in order to ensure the best possible service.

6.5.3 Critical and Emergency Service Requests

CLIENT is instructed to initiate all critical and emergency support requests by sending an email to emergency@bridgepatientportal.com before creating a service desk ticket or contacting one's account and/or project manager. After sending an email to the emergency response email address, CLIENT should then immediately create a service desk ticket with a detailed explanation of the problem.

7.0 Backups

COMPANY performs regular (daily, weekly and monthly) backups, as required by HIPAA and US state-specific regulations. For more information on COMPANY's backup frequency, location and scope, please contact COMPANY directly.

8.0 Preventive Maintenance

Preventative maintenance, including both scalability, infrastructure and security upgrades are not to be counted as downtime and therefore receives no compensation. While most current systems provided by the COMPANY require little, or no, preventative maintenance - a program of Preventative Maintenance activities may be carried out by a COMPANY representative for the configured service.

9.0 Software Updates

As software updates become available, the COMPANY will make such updates available to the CLIENT at no additional charge for the duration of this SLA. Software updates may be released either as a stand-alone product pre-release, or as part of a consolidated software maintenance release package. Failure to pay for or facilitate the installation of applicable software maintenance within a reasonable timeframe will disqualify the CLIENT from seeking compensation for downtime for issues caused by unpatched software. This includes both software sold by COMPANY as well as relevant 3rd party software.

10.0 Scalability

COMPANY maintains a hosting environment which is designed to handle up to three (3) times the traffic of average daily traffic peaks (recorded over previous two (2) service months. CLIENT self-hosted environments are expected to maintain a similar degree of scalability. COMPANY will not be held responsible for outages that take place due to traffic spikes of three (3) times or more of average daily traffic peaks, but will make best efforts to handle such traffic spikes. Traffic spikes exceeding three (3) times of average daily traffic peaks may result in sustained downtime which will not count towards any service credits or refunds..

11.0 System Health Checks

The COMPANY carries out on CLIENT's behalf a program of system health checks on a scheduled basis. The primary purpose of these audits is to monitor the system performance and capacities and to notify the CLIENT of any current or impending issues.

12.0 Conflicting Terms

If any term of this SLA conflicts with terms of the requisite License or other service agreement to which this SLA relates, the terms of the requisite agreement shall prevail unless this SLA expressly states otherwise.