Citus Health Inc. Service Level Agreement (SLA)

Effective date: January 2016

1.  SLA Overview

This Service Level Agreement (“SLA”) is between Citus Health, Inc. and Customer for the provisioning of IT services required to support and sustain related products.

This SLA may be revised from time to time by Citus Health, Inc. and any material changes will be communicated to Customer.

2.  Purpose & Objectives

The purpose of this SLA is to ensure that the proper elements and commitments are in place to provide consistent IT service support and delivery to Customer by Citus Health, Inc.

The objectives of this SLA are to:

• Provide clear reference to service ownership, accountability, roles and/or responsibilities.
• Present a clear, concise and measurable description of service provision to the customer.
• Match perceptions of expected service provision with actual service support & delivery.

3.  Stakeholders

The following represent the primary stakeholders associated with this SLA:

Citus Health, Inc.: “Citus”
Customer: “Customer”

4.  Service Agreement

The following detailed service parameters are the responsibility of Citus.

• 4.1.  Service Scope

  The following Services are covered by this SLA:

  • Manned telephone support
  • Monitored email support
  • Remote assistance using Remote Desktop and a Virtual Private Network where available
  • Planned or Emergency Onsite assistance (extra costs apply)
  • Monthly system health check
• 4.2.  Customer Requirements

  Customer responsibilities and/or requirements in support of this SLA include:

  • Payment for all support costs at the agreed interval.
  • Reasonable availability of customer representative(s) when resolving a service related incident or request.
• 4.3.  Citus Requirements

  Citus responsibilities and/or requirements in support of this SLA include:

  • Meeting response times associated with service related incidents.
  • Appropriate notification to Customer for all scheduled maintenance.
• 4.4.  Service Assumptions

  Assumptions related to in-scope services and/or components include:

  • Changes to services will be communicated and documented to all stakeholders.

5.  Service Management

• Effective support of in-scope services is a result of maintaining consistent service levels. The following sections provide relevant details on service availability, monitoring of in-scope services and related components.
• 5.1.  Support Availability

  Coverage parameters specific to the support service(s) covered in this SLA are as follows:

  • Telephone support: 8:00 A.M. to 8:00 P.M. Eastern Time Monday – Friday (excluding holidays)
  • Calls received out of office hours will be forwarded answering phone service, however no action can be guaranteed until the next working day
  • Email support to [email protected]: Monitored 8:00 A.M. to 8:00 P.M. Eastern Time Monday – Friday (excluding holidays)
  • Emails received outside of office hours will be collected, however no action can be guaranteed until the next working day
• 5.2.  Service Requests

  In support of services outlined in this SLA, the Citus will respond to service-related incidents and/or requests submitted by the Customer as defined below:

• 5.2.1. Service Requests Definitions
  The Severity Levels of Errors will have the meanings ascribed to them below. After initial communication via the channels described in Section 5.1 above, the parties may escalate the Error to the relationship managers and any other executive leadership as mutually agreed upon by the parties. The parties will work together in good faith to determine the appropriate Severity Level for each Error (taking into account the current and/or potential impact to each party’s respective businesses) promptly after such party has received the initial support request. Citus will use commercially reasonable efforts to respond to and resolve problems in accordance with the time periods set forth below. Unless otherwise specifically set forth in an agreement between Citus and Customer, in no event will the performance credits described below exceed 10% of fees paid or payable by Customer to Citus.

Business Impact	Definition	Initial Response Time	Work Schedule	Resolution Time
Severity 1 (Emergency)	Business is severely impacted or there has been a critical work stoppage created by the problem	1 Hour	Work begins immediately and continues 7×24 until temporary repair or Workaround is in place.	6 Hours
Severity 2 (High)	Business is impacted but not a mission critical function – the problem affects the overall functionality, but the key elements are functioning properly with possible Workarounds	4 Hours	Work begins immediately and continues during business hours until temporary repair or workaround is in place.	1 Day
Severity 3 (Medium)	Business is not significantly impacted. There is full functionality, but a defect does exist which should eventually be corrected.	1 Day	Work begins as mutually agreed upon by the Parties based on impact.	Prioritized per the Citus release cycle working with the customer
Severity 4 (Low)	Any general questions and issues pertaining to the Application	5 days	Work begins as mutually agreed upon by the Parties based on impact.	Prioritized per the Citus release cycle and roadmap

• 5.3  Availability Service Level

• Service Level Definition	Formula	Performance Credits	Example Calculation(s)
  Citus Health Platform will be available to Authorized Users for normal use 100% of the time each month, excluding the Maintenance and Upgrade Window	(Actual Uptime / Scheduled Uptime) * 100 = Percentage Uptime	Where Percentage Uptime is greater than 99.9%, no Performance Credits will be due to Customer Where Percentage Uptime is equal to or less than 99.9%, and Customer notifies Citus of such failure Customer shall be due Performance Credits in the amount of 5% of the Monthly Subscription Fee (as calculated on a monthly basis for the reporting month) for each 1% reduction in Percentage Uptime	Reporting month is February 2018 (40,320 minutes) Maintenance and Upgrade Window of Tuesdays from 2:00 a.m to 4:00 a.m. Eastern Standard Time (equals Excusable Downtime of 480 minutes) Scheduled Uptime equals 39,840 minutes (total minutes of 40,320 in February 2018 less 480 minutes of Excusable Downtime) Assuming Actual Uptime of 39,100 minutes. A Percentage Uptime is calculated as follows: (39,100 / 39,840) *100 = 98.14% Customer is due 1% Performance Credits

• Definitions:
  
  1)  “Actual Uptime” shall mean the total minutes in the reporting month that the Citus Health Platform were available to Authorized Users for normal use.
  2)  “Maintenance and Upgrade Window” shall mean Tuesdays from 2:00 a.m. Eastern Time until 4:00 a.m. Eastern Time
  3)  “Excusable Downtime” shall mean the total minutes in the reporting month for: (A) routine maintenance occurring during the Maintenance and Upgrade Window; (B) scheduled downtime required for software upgrades, server maintenance, general repairs, and system testing that has prior notification; (C) emergency maintenance and downtime as long as Citus gives Customer at least 1 hour prior notice; (D) downtime due to the acts or omissions of Customer; or (E) a failure of the Internet and/or telecommunications networks..
  4)  “Scheduled Uptime” shall mean the total minutes in the reporting month less the total minutes represented by the Excusable Downtime.

Citus backups the Customer’s production data in various locations different from where production system is deployed. Citus uses AWS S3 for storing the backup data which is a geo-redundant service.

Customer shall have the right to export the Customer Data in CSV format or MySQL/PostgreSQL format at its own cost and expense.