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BioIntelliSense, Inc.

Service Level Agreement

These service level agreement (“Terms”) are a part of and incorporated into the Master Services Agreement (“Agreement”) between Seller and Customer, and they govern the Seller’s support of the Subscription Services between Seller and Customer. Capitalized terms not otherwise defined in these terms will have meanings assigned to them in the Agreement.

1. Definitions

2. Support Services

2.1. In General

Seller will provide Customer and end-users with (i) reasonable Support Services via telephone or email (ii) Incident Correction, and (iii) Service updates that Seller in its sole discretion makes generally available to its other similarly situated customers without additional charge. Seller’s telephone and email support for Incidents is currently available Monday through Friday, 7 a.m. to 7 p.m. Mountain Time, except on Seller holidays (“Support Hours”). Notwithstanding the foregoing, Seller will maintain a 24×7 telephone support service to respond to Priority 1 and Priority 2 Incidents. In addition, the Seller will ensure the availability of the Subscription Services that are monitored and maintained 24×7.

2.2. Support Coordination; End-User Support

Seller will be responsible for providing Support Services only with regard to technical issues as well as its part of functional integrations relating to use of the Subscription Services. Customer is responsible for all clinical and other healthcare-related issues or questions. The parties will reasonably cooperate in resolving any joint support issues and routing misdirected support inquiries to the proper party.

2.3. Incident Correction

Seller will use commercially reasonable efforts to correct Incidents reported by Customer in the Subscription Services, in accordance with the priority level reasonably assigned to such Incident by Seller:

2.4. Release Frequency

Seller will deploy Releases as needed to maintain the proper functioning of the Subscription Services at time intervals reasonably determined by Seller but no less than once in any calendar year.

2.5. Defective Devices related to Subscription Services

Defective Hardware under warranty that are provided as part of the Subscription Services may be returned for replacement.

3. Customer’s Obligations

Customer will have the following maintenance and support obligations:

3.1. Customer will designate local facility level and corporate representatives that will be able to submit tickets as the Customer “Technical Support Contact.” All support requests will be submitted by the Customer to Seller through the Customer’s Technical Support Contact. Customer may change its designations on written notice to Seller.

3.2. Customer will reasonably and promptly cooperate with Seller in troubleshooting the Subscription Services.

3.3. Customer will ensure the appropriate Customer personnel have been trained in the use and operation of the Services.

3.4. Customer will as quickly as reasonably possible cease use of any Subscription Services for which Seller has furnished a replacement. Any continued use of the replaced Subscription Services will be at Customer’s sole risk and liability.

4. Service Levels

In furnishing the Support Services, and Subscription Services, Seller will use commercially reasonable efforts, subject to the Exclusions, to achieve the service levels set forth below (collectively, the “Service Levels”). All Service Levels shall be measured monthly and reported to Customer upon request. Credits may be used by Customer against future fees owed under the Agreement. If no future fees are owed under the Agreement, Seller shall promptly issue Customer a refund equal to the amount of the outstanding credit. The credits issued below are Customer’s sole and exclusive remedy for any failure to achieve the Service Levels. Customer must report a Service Level failure and request a credit within thirty (30) days of the failure. No credits will be issued for failures reported after the foregoing period.

Service LevelSupport Service HoursResponse TimeInterim Resolution TimeFinal Resolution TimeIncident Analysis and Report Back to Customer
Priority 1 Incident (inoperable)24×7Within two hours of inquiry receipt85% of Incidents as soon as possible, but not to exceed 24 hours

Remaining 15% of Incidents as soon as possible, but not to exceed 48 hours
85% of Incidents in 3 months or less after implementation of the interim resolution

Remaining 15% of Incidents in 6 months or less after implementation of the interim resolution
3 business days or less
Priority 2 Incident (significant disruption)24×7Within 12 hours of inquiry during Support Hours85% of Incidents as soon as possible, but not to exceed 48 hours

Remaining 15% Incidents as soon as possible, but not to exceed 4 days
85% of Incidents in 6 months or less after implementation of the interim resolution

Remaining 15% of Incidents in one year or less after implementation of the interim solution
5 business days or less
Priority 3 Incident
(minor issue with moderate disruption)
Support HoursWithin 2 business days85% of Incidents in 20 business days or less

Remaining 15% of Incidents as soon as possible, but not to exceed 60 business days
100% of Incidents in the next major release of the Software10 business days or less
Priority 4 Incident
(minor issue with no or minor disruption)
Support HoursRespond within 2 business daysN/A100% of Incidents at the Seller’s sole discretion
10 business days or less

5. Availability Credit

Seller’s cloud-based services (BioCloud and AlertWatch / BioDashboard) will be available 99.9% of the time each calendar month. If such services do not meet this Availability, the following will apply:  

6. Escalation

In the event of ongoing Service Level failures, both parties will escalate the matter to appropriate senior executives to meet and confer in good faith regarding resolution.

7. Exclusions

Seller is not responsible for any failure to perform under these Terms, including the failure to achieve any Service Levels, to the extent caused by any of the following conditions (collectively, the “Exclusions”):

8. No Third-Party Beneficiaries

The obligations and Service Levels provided in these Terms are personal to Customer. There are no third-party beneficiaries to these Terms. In particular, no end-user will be considered a third-party beneficiary.

Last modified on November 10, 2023

DOC-4317 V1.0