Support and Maintenance Services

EXHIBIT A

Support and Maintenance Services

1. Service Level Commitment. During the Subscription Term for which Company has agreed to provide the SaaS Services to Customer, the Company will use commercially reasonable efforts to provide a Monthly Uptime Percentage to Customer of 99.9% subject to the exclusions set forth below (“Service Level Commitment”).  

1. Service Credits. If Company confirms that there is a failure to meet the Service Level Commitment in a particular calendar month and Customer makes a request for service credit within fifteen (15) days after the end of such calendar month, Customer will be entitled to a credit based on (a) the monthly fees invoiced for the affected SaaS Services service offering (each a “Cloud Product”) that Customer has provisioned in the month of such failure, for the facility or facilities of Customer experiencing the failure, if Customer has a monthly subscription plan or (b) 1/12 of annual fees invoiced for the affected Cloud Product Customer has provisioned, for the facility or facilities of Customer experiencing the failure, if Customer has an annual plan (“Service Credit”). To receive a Service Credit, Customer must submit a claim by email to support@proficienthealth.com including the following information:  Customer name and facility; name of the Cloud Product to which the claim relates; name, email address and telephone number of the Customer’s designated contact; and information supporting each claim of Downtime, including date, time and a description of the incident and affected Cloud Product, all of which must fall within the calendar month for which Customer is submitting a claim. Customer must provide any other reasonably requested information or documentation. Company’s monitoring and logging infrastructure is the source of truth for determining Monthly Uptime Percentage, errors and whether we have met the Service Level Commitment. 

The Service Credit will be calculated as set forth below: 

Monthly Uptime Percentage Service Credit

Less than 99.9% but >=99.0% 2.5% of the Applicable Monthly Fee

Less than 99.0% but >=97.0% 5.0% of the Applicable Monthly Fee

Less than 97.0% but >=95.0% 7.5% of the Applicable Monthly Fee

Less than 95.0% 10% of the Applicable Monthly Fee

“Applicable Monthly Fee” means the fee or fees attributable to the affected Cloud Product for the facility or facilities of Customer experiencing a failure to meet the Service Level Commitment in the applicable calendar month.

Company will apply each Service Credit against a future payment otherwise due from Customer for the affected Cloud Product, provided that Customer’s account is fully paid up, without any outstanding payment issues or disputes. No refunds or cash value will be given for unused Service Credits. Service Credits are non-transferable and may not be applied to any other Cloud Product. The aggregate maximum Service Credits applied to an invoice will not exceed 100% of the amount invoiced for the affected Cloud Product in that invoice billing period (as opposed to the actual month in which the affected Cloud Product was unavailable). Company reserves the right to deny a Service Credit if Customer does not qualify for one.

1. Exclusions. Customer will not be entitled to a Service Credit if Customer is in breach of this Agreement. The Service Level Commitment does not include unavailability to the extent such unavailability is due to: (a) Customer’s use of the Cloud Products in a manner not authorized by this Agreement or not in accordance with the applicable Documentation; (b) force majeure events or other factors outside of Customer’s reasonable control, including, without limitation, Internet access or related problems; (c) Customer’s equipment, software, network connections or other infrastructure; (d) Customer Data (or similar concepts as defined in the applicable terms); (e) third-party equipment, apps, add-ons, software or technology (other than Company’s agents and subcontractors); or (f) routine scheduled maintenance or reasonable urgent maintenance as set forth in Company’s Maintenance Policy set forth below.  No Service Level Commitment or Service Credits are provided for (i) sandbox instances, QA environments, or free, proof-of-concept, beta or trial services, or (ii) features excluded from the Service Level Commitment (in the applicable Documentation).
1. Company’s Maintenance Policy: 
1. Maintenance Windows: 
1. Company uses maintenance windows to bring new Releases to Customer’s Cloud Services as soon as possible. “Release” means, if and when available, any fixes, workarounds, maintenance releases as well as improved functionality to the SaaS services. Releases do not include products or changes in functionality for which the Company has a separate charge. 
2. Regular maintenance windows occur weekly between 9:00 pm and 12:00 am US Eastern Time. 
3. Company aims to keep total weekly downtime for upgrades to less than 15 minutes, and will only use the maintenance windows when there are changes to release.
2. How Company communicates maintenance windows:
1. Regular maintenance windows: Company will not send maintenance notifications unless Company needs to deviate from the regular schedule.  
2. Other types of maintenance: Company will notify Customer via email in the event that other types of maintenance, such as urgent maintenance, are required. 

1. Exclusive Remedies. Service Credits are Customer’s sole and exclusive remedy, and Company’s sole and exclusive liability, for Company’s failure to meet the Service Level Commitment.

1. Definitions. All capitalized terms not otherwise defined below are as set forth in this Agreement.  
1. “Covered Experiences” means the listed experiences below:

*Covered experiences include browser-based experiences only.

1. “Monthly Uptime Percentage” means 100% minus the percentage of Downtime minutes out of the total minutes in the relevant calendar month.
2. “Downtime” for a Cloud Product occurs when its Error Rate is greater than 5%.
3. “Error Rate” means, over a given 1-minute period, the percentage of Customer’s requests to a Cloud Product’s Covered Experiences resulting in an error out of Customer’s total requests to those Covered Experiences. For cases in which Company confirms all Covered Experiences were completely inoperable or unable to receive Customer’s requests, the Error Rate for that minute is 100%. If Customer attempted no requests to any of the Covered Experiences over a minute, the Error Rate is 0%.
4. The terms above are defined and calculated independently for each relevant Cloud Product.