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-Standard Support

a.              Help Desk

.  OTTO shall provide to PRACTICE telephone or 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’s support shall be provided between the hours of 7:00 am and 5:00 pm Mountain Time, Monday through Friday, and excluding federal holidays.

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 to an email address supplied by OTTO.  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 to resolve any and all Defects with consideration for how such corrections or work arounds 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 maintain a ninety-nine (99%) uptime during Business Hours and ninety-five (95%) percent uptime outside of Business Hours (the “Uptime SLA”) where “uptime” for purposes of this Uptime SLA means that no Outages have occurred.  An “Outage” shall mean the complete loss of connectivity between Practice and the OTTO Service.  The Uptime SLA does not include any delay or downtime caused by any of the following. (i) failure of connectivity between Practice and internet; (ii) failure of electric utility power at Practice’s site(s); (iii) gross negligence or willful misconduct of third parties not affiliated with OTTO and/or its hosting service provider, including Practice or any of its employees, agents, or representatives; (iv) scheduled maintenance from 11pm – 6am MT during a non-workday (i.e. maintenance to be scheduled either Saturday or Sunday) at OTTO and/or its hosting service provider facility; (v) Domain Name Service (“DNS”) failure, when such services are not under OTTO’s and/or its hosting service provider’s reasonable control; or (vi) performance degradation as a result of OTTO’s or Practice’s scheduled nightly processes including, but not limited to, database replication or database maintenance jobs.

2.              Remedies

.  Should OTTO Uptime SLA and fail to cure such breach within sixty (60) minutes of written notice from Practice, which notice may come in the form of an entry into OTTO’s support system or portal, then for each instance, as PRACTICE’s sole remedy (and OTTO’s sole liability) therefor, OTTO will provide a credit of $15 per business hour where the response time or uptime does not meet the standards set forth in paragraph 1 above, up to a maximum credit of $1,500 per month.

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 OTTO’s application 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 Hosting Services, any Software or data, adversely impact the operation of availability by any facility used to provide Hosting 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 Practice Software.