TigerConnect Service Level Agreement

This Business Associate Agreement (“BAA”) is entered into between the Customer, a covered entity as such term is defined under the HIPAA Rules (“Covered Entity”), and TigerConnect, Inc., on behalf of itself and its suThis Service Level Agreement (“SLA”) governs the use of certain Services pursuant to the terms of the TigerConnect Terms of Service between TigerConnect, Inc. and any user of the Services (“you”, “your”, or “Customer”). The aim of the SLA is to provide you with uninterrupted access to the purchased Service 99.9% of the time (the “Service Commitment”). In the event that the uptime of the Clinical Collaboration Platform or Physician Scheduling product is less than 99.9%, you will be eligible for a Service Credit.

To the extent you have more than one TigerConnect account, this SLA applies to each TigerConnect account individually. Except as otherwise set forth in this SLA, this SLA is subject to the Terms of Service, and capitalized terms not otherwise defined will have the meaning specified in the Terms of Service. TigerConnect reserves the right to make reasonable modifications to this SLA at any time by emailing a new version of this document to you or by posting it on TigerConnect’s website at http://www.tigerconnect.com/legal/. Revisions are effective immediately.

1. Definitions

“Service Credit” means a dollar credit equal to a percentage of your monthly Subscription License fee applicable to the Clinical Collaboration Platform or Physician Scheduling services (as determined by the availability range in Section 2 below) that TigerConnect will credit to an eligible TigerConnect account. No cash equivalent.

“Scheduled Downtime” means any scheduled maintenance or updates to the Services performed by TigerConnect or its agents, subcontractors, or partners. Scheduled Downtime does not include any unavailability resulting from any Excused Outages (as defined below).

2. Uptime Guarantee

TigerConnect will use commercially reasonable efforts to ensure its core messaging Clinical Collaboration Platform and Physician Scheduling services are available 99.9% of the time each month, excluding Scheduled Downtime and emergency maintenance (the “Uptime Guarantee”). TigerConnect shall provide Customer with access to an online report generated using TigerConnect’s automatic tools showing the time during the previous month that the messaging and scheduling services were not available, by both Scheduled Downtime and otherwise. Only TigerConnect’s measurements shall be used to calculate Service Credits. For any month in which the Uptime Guarantee is not met, Customer shall receive a Service Credit, and TigerConnect will undertake commercially reasonable steps to correct the cause of the failure.

3. Scheduled Downtime

Scheduled Downtime will not normally result in service interruption. If scheduled maintenance requires service interruption, TigerConnect will aim to (i) provide Customer forty-eight (48) hours’ prior written notice, (ii) work with Customer to minimize such interruptions, and (iii) use commercially reasonable efforts to perform such maintenance between midnight and 0600hrs local time for the data region being affected. In the case of emergency maintenance, TigerConnect will attempt to provide Customer with advance notice wherever feasible. Notice of Scheduled Downtime will be provided to Customer’s designated point of contact by email. Customer agrees that it is Customer’s obligation to make sure TigerConnect has the correct contact information for Scheduled Downtime notification purposes.

4. Exclusions

Notwithstanding anything to the contrary in this Agreement, in addition to Scheduled Downtime, the Uptime Guarantee shall not include, and no Service Credits (or other liability of TigerConnect) will apply to any unavailability, suspension or termination of Services, or any other TigerConnect performance issues, that result from or are caused by: (i) termination or suspension of the Services as authorized by this Agreement; (ii) factors outside of TigerConnect’s reasonable control, including any Force Majeure Event (as defined in the Terms of Service) or related problems beyond the demarcation point of the Services; (iii) any actions or inactions of Customer or any third party; (iv) Customer’s equipment, software or other technology and/or third party equipment, software or other technology (e.g., downtime from Customer’s EMR, scheduling, paging or answering service); (v) power failures, service interruptions by Customer’s broadband provider and/or Internet Service Provider, service interruptions by third party service providers and failings of the public internet, Customer’s components or PSTN; (e) occurs during Scheduled Downtime; (vi) problems or issues related to limited or developer pre-release or ‘beta testing’ of a feature or product that is not otherwise generally available TigerConnect features or products, (g) interruptions from Customer’s use of Services in violation of the Terms of Service, (h) interruptions resulting from a disconnect for non-payment, (i) interruptions during any period when Customer has released Services to TigerConnect for maintenance or rearrangement purpose, or for the installation of an TigerConnect service order; and/or (j) interruptions during any period when Customer elects not to release the Services(s) for testing and/or repair and continues to use the Services on an impaired basis, (collectively, the “Excused Outages”).

5. Service Credit Procedure

To receive a Service Credit, Customer must first notify TigerConnect of an outage by opening a ticket at support@tigerconnect.com within twenty-four (24) hours of the outage and then submit a request for Service Credits to TigerConnect as described in this Section 5.1. To be eligible to receive a Service Credit Customer must make the submission to TigerConnect customer support within thirty (30) days from the time Customer becomes eligible to receive the applicable Service Credit and TigerConnect must verify that the outage was the result of an outage or downtime and not Scheduled Downtime. Such submission must include: (a) “SLA Service Credit Claim” as the subject; (b) the dates and times of downtime for which a Service Credit is being claimed; (c) any documentation relevant to the applicable outage, (d) the applicable ticket number.

6. Service Credit Application

Each Service Credit will be applied to future amounts payable by you in connection with the applicable TigerConnect product. Customer accounts in payment arrears, or Customers who have failed to perform or are otherwise in default under the Agreement, are ineligible to receive Service Credits. No refunds or cash value will be given. Service Credits may not be transferred or applied to any other TigerConnect account. The foregoing credits will be Customer’s sole and exclusive remedy, and TigerConnect’s sole and exclusive liability, for any failure to meet the Uptime Guarantee.

7. Entire SLA Liability

This SLA constitutes TigerConnect’s entire liability to you and your sole and exclusive remedy with respect to TigerConnect’s failure to meet the Uptime Guarantee. Failure to meet the Service Commitment is not a material breach of the Agreement.