Service Agreement

MonitorMe Service Level Agreement

The Service Level Agreement (“SLA”) describes the service levels (the “Service Levels”) applicable to the subscription service provided by MonitorMe for the Service provided pursuant to the Subscription Services Agreements (“SSA”) between the parties.

Definitions

“System Availability”: the amount of time that results by subtracting the total amount of Unscheduled Downtime, as defined herein, during a calendar month from the Total Time during such month and thereafter dividing the difference so obtained by the total time during such month.

“System Uptime”: the total amount of time during any calendar month, measured in minutes, during which Customer has the ability to access the features and function of the Services as contemplated in this Subscription Services Agreement.

“Scheduled Downtime”: the total amount of time during any calendar month, measured in minutes, during which Customer is not able to access the Service due to planned system maintenance performed by MonitorMe or its subcontractors. MonitorMe will exercise reasonable efforts to perform scheduled system maintenance between the hours of 8:00 PM and 6:00 AM Eastern Standard Time, and to provide notice to Customer at least twenty-four (24) hours in advance of a planned system maintenance.

“Unscheduled Downtime”: the total amount of time during any calendar month, measured in minutes, during which the Customer is not able to access the features and functions of the Services as contemplated in the Subscription Services Agreement, other than Scheduled Downtime as defined above.

Performance

System Availability. MonitorMe will undertake commercially reasonable measures to ensure that System Availability equals or exceeds 99% during each calendar month (the “Service Standard”), provided that any Unscheduled Downtime occurring as a result of (i) Customer’s breach of any provision of the Agreement; (ii) non-compliance by Customer with any provisions of this SLA; (iii) incompatibility of Customer’s equipment, location, or software with the Service; (iv) performance of the Customer’s Systems or Staff; (v) force majeure, as defined in the accompanying Contract if any, or (vi) issues with the internet backbone provider, cellular network, or Third-Party Hosting Provider or general network connectivity shall not be considered toward any reduction in System Availability measurements. MonitorMe will not be liable for any lost revenues during downtime.

Access to Support; Response Times. Customer may report Unscheduled Downtime at any time by calling the Medical Intervention Center at 845-293-4925. If unavailable, Customer may try the secondary line at 845-702-3436.
MonitorMe will exercise commercially reasonable efforts to initiate remedial activity within two (2) hours of each report of Unscheduled Downtime during Business Hours for issues affecting connectivity and Server Availability. During non-Business hours, MonitorMe will initiate remedial activity within four (4) hours for issues affecting connectivity and Server Availability.

System Monitoring and Measurement. MonitorMe will provide for monitoring of System Availability on an ongoing basis. All measurements of System Availability will be calculated on a monthly basis for each calendar month during the term of the Subscription Services Agreement.

Customer Requirements

Customer Obligations. Customer hereby acknowledges that at all times Customerserves as the primary care provider for patients enrolled in the MonitorMe program. Customer further acknowledges that Customer has access to all MonitorMe platforms, including full disclosure of telemetry and hemodynamic data, and that the MonitorMe program is a secondary monitoring service that shall not serve as a substitute for Customer’s primary care.

Customer is responsible for maintenance and management of its computer network(s), servers, software, and any equipment of services related to maintenance and management of the foregoing. Customer is exclusively responsible for correctly configuring its systems in accordance with any instructions provided by MonitorMe that may be necessary for provision of access to the features and functions of the Service.

Non-Performance by Customer. The obligations of MonitorMe set forth in this SLA will be excused to the extent any failures to meet such obligations result in whole or in part from the Customer’s or its users failure(s) to meet the foregoing obligations