FICS® SERVICE LEVEL AGREEMENT (SLA)

1. Definitions

• “Error” means a reproducible failure of the Services to perform in substantial conformity with the specifications set forth in the applicable Documentation, whose origin can be isolated to a single cause.
• “Incident” means a support request that begins when Customer contacts Pi Health (in a manner in accordance with this SLA) to report one specific Error and ends when Pi Health either: (i) Resolves the Error; or (ii) determines in its reasonable discretion that the Error cannot be Resolved.
• “Maintenance Release” means any update, upgrade, release, or other adaptation or modification of the Services, including any updated Documentation, that Pi Health may provide to Customer from time to time during the Term, which may contain, among other things, error corrections, enhancements, improvements, or other changes to the user interface, functionality, compatibility, capabilities, performance, efficiency, or quality of the Services, but does not include any New Release.
• “New Release” means any new version of the FICS Platform or other component of the Services that Pi Health may from time to time introduce and market generally as a distinct licensed or subscription product (for example, as may be indicated by Pi Health's designation of a new version number or product name), or any other update or new release that provides new or different features or functionality for which Pi Health imposes an additional charge to its customers, and which Pi Health may make available to Customer at an additional cost under a separate written agreement.
• “Optional Support Services” means any Support Services to Customer under this SLA that Customer and Pi Health may from time to time agree on in writing.
• “Remote Services” means the delivery of Support Services remotely over the internet through the use of Remote Access Software.
• “Resolve” means the provision of: (i) Support Services that, in Pi Health's reasonable discretion, correct the Error; (ii) information to Customer that corrects the Error; (iii) information to Customer on how to obtain a software solution that corrects the Error; (iv) notice to Customer that the Error is caused by a known, unresolved issue or an incompatibility issue with the Services; (v) information to Customer that identifies the Error as being corrected by upgrading to a newer release of the Services; or (vi) notice to Customer that the Error has been identified as arising out of or resulting from a Service Exception.
• “Respond” means Pi Health's initial communication with Customer, whether by telephone, email, or otherwise, acknowledging Customer's request for Support Services in connection with a specific Error. “Response” has a correlative meaning.
• “Third-Party Materials” means materials and information, in any form or medium, that are not proprietary to Pi Health, including but not limited to any third-party: (i) documents, data, content, or specifications; (ii) open source components or other software, hardware, system, network, or other product, facility, equipment, or device; and (iii) accessories, components, parts, or features of any of the foregoing.

2. Availability

• Availability. Subject to the terms and conditions of this SLA and the Terms & Conditions, the hosted elements of the Services will be available for remote access 99% of the time each calendar month of the Term, excluding Excused Outages (“Availability”). Downtime as a result of any causes beyond the control of Pi Health or that are not reasonably foreseeable by Pi Health, including, without limitation, by any of the events noted below are excluded from the Availability calculations (collectively, “Excused Outages”):
  • Scheduled maintenance of the Services, conducted on a regular basis during Pi Health's normal business hours, for which Customer and End Users may not receive advanced notice.
  • Emergency maintenance of the Services, not to exceed 16 hours in any month, for which Customer and End Users may not receive advanced notice.
  • Any Service Exception.
  • Additionally, if Customer requests maintenance during holidays or weekends or outside scheduled maintenance windows, which Pi Health may or may not provide in its sole discretion, any uptime or downtime calculation to determine whether Pi Health has achieved the Availability requirement also will exclude any periods of time affected by such maintenance, which will be an Excused Outage.
• Remedies. Subject to the other terms and conditions of this SLA and the Terms & Conditions, if Pi Health fails to achieve the Availability requirement, Pi Health will use commercially reasonable efforts to correct the interruption as promptly as practicable.

3. Support Services

Subject to the terms and conditions of this SLA and the Terms & Conditions, Pi Health will provide to Customer during the Term Pi Health's standard customer support services (the “Support Services”) as set forth in this SLA or, if applicable, at such support levels as Customer purchases in accordance with Pi Health's description of Support Services then in effect between Pi Health and Customer.

• Technical Support. Pi Health will provide Customer with reasonable technical support via electronic mail on weekdays during Pi Health's business hours of 9:00 am through 5:00 pm (Eastern Time), excluding holidays (“Support Hours”).
  1. Customer may initiate a helpdesk ticket to report an Incident at any time by emailing ficsalerts@pihealth.ai (or such other email address or other reporting method as Pi Health may specify for such purposes), which Pi Health will Respond to and attempt to Resolve during Support Hours in accordance with the requirements of this SLA.
  2. Pi Health will use commercially reasonable efforts to Respond to all helpdesk tickets within 3 business days of Pi Health's receipt of Customer's submission of such ticket, and will use commercially reasonable efforts to Resolve the applicable Incident in accordance with the terms of this SLA.
  3. Customer shall promptly notify Pi Health of any Error and provide Pi Health with reasonable detail of the nature and circumstances of the Error.
  4. In connection with the performance of the Support Services, Customer shall provide Pi Health personnel with all such cooperation and assistance as they may reasonably request, or otherwise may reasonably be required, to enable Pi Health to perform its obligations (including the provision of the Support Services or other Services), and exercise its rights, under and in accordance with the terms and conditions of this SLA and the Terms & Conditions.
• Updates, Bug Fixes & New Releases. Pi Health will provide Customer with Maintenance Releases that Pi Health in its sole discretion makes generally available to its other similarly situated customers at no charge. However, Customer is not entitled to receive New Releases. Such New Releases, if made available by Pi Health in its sole discretion from time to time, may be purchased by Customer, in its discretion, at Pi Health's then-current pricing.
• Optional Support Services. On Customer's request, Pi Health, in its sole discretion, may provide other support services to Customer under this SLA and the Terms & Conditions that Customer and Pi Health may from time to time agree on in writing (“Optional Support Services”), at Pi Health's standard hourly rates then in effect. The terms and conditions of this SLA, the Terms & Conditions, and such separate agreement will govern the provision of any Optional Support Services delivered by Pi Health to Customer.
• Subcontractors. Pi Health may perform any of the Support Services by or through third parties (each, a “Subcontractor”) or any other Pi Health personnel. Pi Health will be responsible for ensuring that its Subcontractors comply with all confidentiality and security obligations that are applicable to them pursuant to the Terms & Conditions.

4. Remote Services

Customer acknowledges and agrees that Pi Health may provide Remote Services to Customer to assist in analyzing and Resolving any Incident. Customer agrees to provide Pi Health with reasonable access to Customer's network and systems to the extent necessary to install or use remote access software (“Remote Access Software”) necessary for Pi Health to provide the Remote Services to Customer. The Remote Access Software contains technological measures designed to collect and transmit to Pi Health certain diagnostic, technical, usage, and related information relating to or derived from Customer's use of the Services. Customer acknowledges and agrees that: (a) Pi Health may collect, maintain, process, and use this information in the course of performing the Support Services under this SLA, provided that Pi Health will only access, control, and gather such information that it reasonably believes to be necessary to assist in analyzing and Resolving an Incident; and (b) all or portions of the Remote Access Software may remain on Customer's network and systems after an Incident is Resolved. Customer's information will be treated in accordance with the requirements of the provisions of the Terms & Conditions that are applicable to such information.

5. Limitations

• Incidents. Pi Health has the sole right to determine, in its reasonable discretion: (i) what constitutes an Incident; and (ii) when an Incident is deemed to be Resolved.
• Response Time and Resolution. Pi Health will use commercially reasonable efforts to: (i) Respond within the applicable Response time provided in Section 3, above; and (ii) Resolve an Incident, but does not guarantee that it will be able to Respond within that specific time or that any Incident will be Resolved.
• Effect of Customer Failure or Delay. Pi Health is not responsible or liable for any delay or failure of performance caused in whole or in part by any delay or failure to perform relating to any of Customer’s obligations under the Terms & Conditions or this SLA in accordance with the respective terms and conditions of such agreements (each, a “Customer Failure”).
• Environment. Customer shall set up, maintain, and operate in good repair and in accordance with the Documentation all environmental conditions and components, including all networks, systems, and hardware, in or through which: (i) any Support Services or other Services operate; and/or (ii) the Customer accesses or uses any of the Support Services or other Services.

6. Exceptions

In addition to exceptions to Availability of the Services that are Excused Outages, as set forth above, Pi Health has no obligation to provide Support Services relating to Errors that, in whole or in part, arise out of or result from any of the following (each a “Service Exception”):

• Any Service that is modified or damaged by Customer or any End User or other third party.
• Any operation or use of, or other activity relating to, the Services other than as specified in the Documentation, including any incorporation in the Services of, or combination, operation, or use of the Services in or with, any technology (including any software, hardware, firmware, system, or network) or service not specified for Customer's use in the Documentation, unless otherwise expressly permitted in writing by Pi Health.
• Any Third-Party Materials, including, without limitation, any third-party software, hardware, or telecommunications failures, including internet slow-downs or failures.
• Any negligence, abuse, misapplication, or misuse of the Services other than by employees or authorized service providers and other agents of Pi Health, including any use of the Services by Customer or an End User other than as specified in the Documentation or the Terms & Conditions.
• Any Customer Failure, including but not limited to Customer's failure to promptly install any Maintenance Release that Pi Health has previously made available to Customer.
• The operation of, or access to, Customer's or an End User's or other third party's system or network, including but not limited to Customer or End User environment issues affecting connectivity or interfering with the Services, including, without limitation, Customer's or End User's telecommunications connection, any Customer or end User software or equipment, Customer's or an End User's firewall software, hardware, or security settings, Customer's or an End User's configuration of anti-virus software or anti-spyware or malware software, or operator error of Customer or End Users.
• Any relocation, configuration, or integration of the Services other than by authorized personnel of Pi Health.
• Any beta software, software that Pi Health makes available for testing or demonstration purposes, temporary software modules, or software for which Pi Health does not receive a license or subscription fee.
• Any breach of or noncompliance with any provision of this SLA or the Terms & Conditions by Customer or any of its End Users or other representatives.
• Any force majeure events, including, without limitation fire, flood, earthquake, elements of nature or acts of God; third-party labor disruptions, acts of war, terrorism, riots, civil disorders, rebellions, or revolutions; quarantines, embargoes, and other similar governmental action; or any other similar cause beyond the reasonable control of Pi Health.

7. DISCLAIMER OF WARRANTIES

EXCEPT FOR ANY EXPRESS WARRANTIES SET FORTH IN THE TERMS & CONDITIONS, THE SUPPORT SERVICES AND OTHER SERVICES ARE PROVIDED “AS IS” AND PI HEALTH HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHER (INCLUDING ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE), AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. THIS SLA DOES NOT AMEND, AUGMENT, OR OTHERWISE MODIFY PI HEALTH'S WARRANTIES UNDER THE TERMS & CONDITIONS OR ANY CONDITIONS, LIMITATIONS, OR RESTRICTIONS THEREOF.

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