Cloud Services Support Exhibit

This Cloud Services Support Exhibit (the “Exhibit”) sets forth certain WellSky Cloud Services support terms. From time-to-time, these obligations may change upon notice by WellSky to Client.

 

1.     DEFINITIONS.

1.1 “Availability” means the percentage determined as follows:

 

(Total Time – Unscheduled Downtime)

Availability =____________________________________     x 100

Total Time

NOTE: “Total Time” is deemed to include all minutes in the relevant calendar year

 

1.2 “Core System Functionality” means functionality that requires real time availability of the Cloud Services. This includes features required to commence a user session and perform end user operations.

1.3 “Critical Issue” means an issue that includes a mission critical business impact where Cloud Services is completely unavailable or unresponsive or where Client’s operations in the Cloud Services are severely impacted.

1.4 “Disaster” means a catastrophic event (or series of events that are collectively catastrophic) not caused by WellSky that results in significant or potentially significant downtime or disruption of the production environment and requires WellSky to invoke its Disaster Recovery plan. WellSky has the sole and exclusive right to declare a disaster. WellSky will work in good faith to review its determination of Disaster with Client thereafter. 

1.5 “High Issue” means an issue that includes an urgent business impact, Cloud Services is not functioning at an acceptable level for the majority of users; Client operation is being seriously impacted or may refer to a request where resolution is key to a business-critical time-sensitive task. 

1.6 “Live/Production Instance” means Cloud Services used for accessing live data after the First Productive Use date and does not include any other instances that may be used for testing, training, development, staging, or any other purpose. 

1.7 “Low Issue” means an issue with low business impact, minor operational issue or question, product or operational questions, product issue which a reasonable workaround exist, training questions, or enhancement suggestions; resolution not required for continuity of Client’s operation.

1.8 “Medium Issue” means an issue where one or more features of the Cloud Services is not working as designed; workarounds may be available, timely resolution will prevent manual process or lost business value. 

1.9 “Non-Core System Functionality” means functionality that does not require real time availability of the Cloud Services. This includes reporting and background batch processing.

1.10 “Response Time” means the duration between when a request for service or problem resolution is reported to the help desk and a support technician or engineer provides initial feedback to the Client. 

1.11 “Scheduled Downtime” means the time which the Core System Functionality is unavailable due to scheduled system maintenance performed by or on behalf of WellSky.

1.12 “Unscheduled Downtime” means the time during which the Core System Functionality is unavailable other than for Scheduled Downtime and the exceptions otherwise stated in the Agreement. Unscheduled Downtime will not include, without limitation, any downtime arising from: (i) Client non-compliance with any provision of the Agreement; (ii) incompatibility or inadequate performance of Client’s internet/telecommunications service(s), equipment, or software with the Cloud Services; (iii) acts or omissions of Permitted Users; (iv) Client’s failure to access the Cloud Services via WellSky’s recommended access protocols, (v) WellSky’s response to a security threat, or (vi) Force Majeure.

2.     TELEPHONE/PORTAL SUPPORT AND RESPONSE TIMES.

WellSky shall provide telephone and portal support to assist Client with use of the Cloud Services and with issue resolution.   Portal support will be available 24 hours a day and telephone support will be available during the hours posted by WellSky. WellSky shall assign issue severity level in its sole, reasonable discretion; however, if Client disputes such severity level assignment, the Parties will work in good faith to resolve such dispute. Where Issues are reported by telephone, WellSky will use commercially reasonable efforts to achieve Response Times in accordance with the table below:

3.     SCHEDULED DOWNTIME.

WellSky performs system Upgrades, patches, third party updates, and similar maintenance on a scheduled basis, and such activities may require Scheduled Downtime.  WellSky will post Scheduled Downtime schedules publicly for all WellSky clients from time-to-time.

4.     UPGRADES.

WellSky may make Upgrades available to Client pursuant to WellSky’s standard release cycle. WellSky reserves the right to determine the content and availability of all Cloud Services, including without limitation, Upgrades. Any necessary modifications to an interface or software unique to Client resulting from an Upgrade are not part of this Exhibit and may require additional Services from WellSky.

WellSky performs system Upgrades, patches, third party updates, and similar maintenance on a scheduled basis, and such activities may require Scheduled Downtime.  WellSky will post Scheduled Downtime schedules publicly for all WellSky clients from time to time.

5.     INFRASTRUCTURE.

The performance and availability of Cloud Services are directly dependent upon the quality of Client’s infrastructure. WellSky may provide Client services to review the quality of Client’s infrastructure via the use of tools designed to measure throughput. WellSky may also make recommendations to Client to improve performance of the Cloud Services in Client’s environment.

6. AVAILABILITY SERVICE STANDARD.

Following First Productive Use, the Availability period will begin and is applicable to Live/Production Instances only. This period will begin with the First Productive Use by Client and continue throughout the applicable term. During the Term, WellSky will provide Client with the following, after First Productive Use and during the term of this Agreement, WellSky will provide the Cloud Services via the Internet 24 hours a day, 7 days a week, in accordance with the terms of the Agreement.

WellSky will use commercially reasonable efforts to ensure that the Availability of the Cloud Services is at least 99% during each full calendar year (the “Availability Service Goal”). In the event of a Disaster or Client’s material non-compliance with the Agreement, the Availability Service Goal does not apply.