SLA

Support and Service Level Agreement

This Support and Service Level Agreement (the “SLA”) applies to any written agreement between OTTO Health, LLC (“OTTO”) and an OTTO customer (“PRACTICE”) which expressly references this SLA (such written agreement is referred to herein as the “Agreement”). Certain capitalized terms not defined in this SLA shall have the meaning set forth in the Agreement. 

MAINTENANCE AND SUPPORT SERVICES 
 OTTO shall provide the following standard maintenance and support services (“Maintenance and Support Services”): 

1. Maintenance and Support Services

a. Help Desk. OTTO shall provide to PRACTICE email support: (i) to assist PRACTICE in the use of the features and functionality of the OTTO Service, and (ii) to identify, investigate, and resolve any Defects within the OTTO Service identified by PRACTICE and interfering with PRACTICE’s use of the OTTO Service. OTTO will use reasonable efforts to respond to all email support inquiries within twenty-four (24) hours.

b. Remote Access. PRACTICE agrees to make available to OTTO reasonable remote access to PRACTICE’s systems and resources as required for OTTO to perform Maintenance and Support Services, subject to PRACTICE’s reasonable security/password requirements for independent contractors. 

c. Defect Resolution Process. PRACTICE shall notify OTTO of any suspected Defect via email at support@ottohealth.com. PRACTICE shall appoint a single individual to serve as the point of contact for tracking and prioritizing all Defects reported by PRACTICE. PRACTICE shall provide reasonable assistance to OTTO in defining and replicating the Defect. OTTO shall use reasonable commercial efforts to correct the OTTO Service or to provide a reasonable workaround to correct the Defect. OTTO in its sole discretion shall determine the method used and timeline to resolve any and all Defects with consideration for how such corrections or workarounds would impact PRACTICE’s business or the functionality or use of the OTTO Service. 

d. Additional Services. OTTO shall provide additional services to PRACTICE on a time and materials basis at OTTO’s then-applicable hourly rates, upon PRACTICE’s written request and OTTO’s written acceptance. 

SERVICE LEVELS 

1. Service Levels. OTTO will use reasonable efforts to provide ninety-nine (99%) availability to the OTTO Service of (the “Uptime SLA”) where “Uptime” for purposes of this Uptime SLA will be measured on a monthly basis, with all hours weighted equally, but the Uptime measurement will exclude downtime due to (i) reasonable scheduled system maintenance, (ii) performance issues resulting from third party connections, services or utilities, or (iii) any other reason beyond OTTO’s control (including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving OTTO employees), (iv) computer, telecommunications, Internet service provider or hosting facility failures, or (v) delays involving hardware, software or power systems not within OTTO’s possession or reasonable control, and denial of service attacks).

2. Remedies. If OTTO does not meet the Uptime SLA for a calendar month, then, as PRACTICE’s sole and exclusive remedy (and OTTO’s sole liability) OTTO will provide PRACTICE a credit for the subsequent billing cycle as follows:
In order to receive downtime credit, PRACTICE must notify OTTO support within 30 days after the end of the month in which the downtime credit was earned, and failure to provide such notice will forfeit the right to receive downtime credit. All credits provided hereunder are nonrefundable. If OTTO elects not to renew the Agreement, such that the above credit cannot be applied, PRACTICE will have the option to receive up to one free month of the OTTO Service as its sole remedy in lieu of such credit.


3. Practice Representation. PRACTICE represents and warrants that: (1) neither the hardware nor the network at Practice sites that PRACTICE uses to obtain access to the OTTO Service will, to the PRACTICE’s knowledge, contain any viruses, Trojan horses, trap doors, back doors, Easter eggs, worms, time bombs, cancelbots, or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept, expropriate, or make any other unauthorized transfer, alteration or use of the OTTO Service, any software or data, adversely impact the operation of availability by any facility used to provide OTTO Services, or any other computing systems, data or information of OTTO, its hosting services provider or any third party; and (2) unless otherwise instructed in writing by OTTO, PRACTICE will use a current, industry standard or better virus scanning and detection program, running up-to-date virus definitions, prior to providing and while access the OTTO Service. 

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