BioIntelliSense Named MedTech Breakthrough Award 2023 — Best Overall Medical Device Company

BioIntelliSense, Inc.

Service Level and Support Terms

The following service level and support terms (the “Terms”) are governed by and a part of the Master Services Agreement or other agreement (the “Agreement”) governing your use of the BioSticker® and BioButton® wearable devices, BioHub connectivity gateways, downloadable BioMobile and BioSync applications, BioCloud analytics engine, AlertWatch® software solution and associated hardware and data as a service platform (the “Services”) between BioIntelliSense, Inc. (“BioIntelliSense”) and you (“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

BioIntelliSense will provide Customer and end-users with (i) reasonable Support Services via telephone, email, website trouble tickets (ii) Error Correction, and (iii) Service updates that BioIntelliSense in its sole discretion makes generally available to its other similarly situated customers without additional charge. BioIntelliSense’s telephone support for Priority 1 Errors is currently available Monday through Friday, 7 a.m. to 7 p.m. Mountain Time, except on BioIntelliSense holidays (“Support Hours”).

2.2. Support Coordination; End-User Support

BioIntelliSense will be responsible for providing Support Services only with regard to technical issues relating to use of the 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. Error Correction

BioIntelliSense will use commercially reasonable efforts to correct reproducible Errors reported by Customer in the Services, in accordance with the priority level reasonably assigned to such Error by BioIntelliSense:

2.4. Release Frequency

BioIntelliSense will deploy Releases as needed to maintain the proper functioning of the Services at time intervals reasonably determined by BioIntelliSense but no less than three (3) times in any calendar year.

2.5. Defective Devices related to Services

Defective Devices that are provided related to Services may be returned for replacement pursuant to the return terms set forth in the Agreement.

2.6. Exclusions

BioIntelliSense will have no obligation to furnish Support Services or provide Error Corrections for Errors caused by: (i) altered, damaged or modified Services or use of the Services with any technology, services, or software not furnished by BioIntelliSense; (ii) Customer’s or an end-user’s negligence, abuse or misapplication, or use of the Services other than as specified in the Documentation; (iii) failures or other issues in Customer’s or an end-users systems, Wi-Fi access, etc.; (iv) Customer’s failure to fulfill its obligations in Section 3;(v) for any services offered as Beta versions or (vi) by other factors beyond the control of BioIntelliSense.

3. Customer’s Obligations

Customer will have the following maintenance and support obligations:

3.1. All support requests will be submitted by the Customer to BioIntelliSense through the Customer’s Technical Support Contact. Customer may change its designations on written notice to BioIntelliSense.

3.2. Customer will reasonably and promptly cooperate with BioIntelliSense in troubleshooting the 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 immediately cease use of any Services for which BioIntelliSense has furnished a replacement. Any continued use of the replaced Services will be at Customer’s sole risk and liability.

3.5. Customer will provide forecasts per month of intended Services purchases no less than frequently than quarterly.

4. Service Levels

In furnishing the Support Services, and Services, BioIntelliSense will use commercially reasonable efforts, subject to the Exclusions, to achieve the service levels set forth below (collectively, the “Service Levels”). All Service Levels are measured monthly. Credits may be used by Customer against future fees owed under the Agreement. Except as provided in Section 6 (Termination for Repeated Service Level Failures), the credits issues below are Customer’s sole and exclusive remedy and BioIntelliSense’s sole and exclusive liability 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 LevelResponse TimeError CorrectionRemedy
Priority 1Target response within two (2) hours of inquiry during Support Hours24 hoursEscalation
Priority 2Target response within twenty-four (24) hours of inquiry during Support Hours48 hoursEscalation
Priority 3Within 2 business daysNext ReleaseEscalation
AvailabilityWith regard to BioIntelliSense’s cloud-based Services, the Services will be available for 99.9% of the time on average each calendar month.NAAvailability <99.9%, but >95%; credit of 3% of monthly Service fee paid during the month the failure occurred.

Availability <95%, but >90%; credit of 5% of monthly Service fee paid during the month the failure occurred.

Availability <90%; credit of 10% of monthly Service fee paid during the month the failure occurred.
FulfillmentProvided an order does not exceed Customer’s forecast (as provided in Section 3.5), BioIntelliSense will ship ninety percent (90%) of all orders within forty-eight (48) business hours of its acceptance of the order. Acceptance may be made electronically.NAFirst monthly failure, credit of 1% of fees paid for BioSticker, BioButton and BioHub devices that were the subject of the shipping delay.

Second consecutive monthly failure, credit of 3% of fees paid for BioSticker, BioButton and BioHub devices that were the subject of the shipping delay.
ReplacementOnce BioIntelliSense confirms a product has an Error that requires replacement BioIntelliSense will ship a replacement device within forty-eight (48) business hours of that determination.NAEscalation

5. 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.

6. Termination for Repeated Service Level Failures

In the event Availability is below 90% in any two months in a rolling four-month period or there are two consecutive months of Service Level failures with regard to Latency or Product Fulfillment, in addition to the credits due under these Terms, Customer may terminate the Agreement on written notice to BioIntelliSense within thirty (30) days of the second failure.

7. Exclusions

BioIntelliSense 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.

9. Updates to Terms

BioIntelliSense may from time-to-time update these Terms by posting updated terms to this URL, and shall provide email notice of any such updates. No such update, however, will materially reduce BioIntelliSense’s obligations from those existing as of the Effective Date of the Agreement.

Last modified on December 2, 2022

DOC-4317 Ver.0