Last Updated: April 8, 2021
This Enterprise Service Level Agreement (“SLA”) is subject to the Terms of Service available at www.medchatapp.com/site/terms (the “Terms”), and is hereby incorporated into the Terms by this reference. Capitalized terms used but not otherwise defined in this SLA shall have the meaning set forth in the Terms. All Services will be provided by Medchat in accordance with this SLA.
1. Definitions.
1.1 “System Uptime” will mean the total amount of time during any calendar month, measured in minutes, during which Customer has the ability to access the Services according to the provisions of the Terms.
1.2 “Scheduled Downtime” will mean the total amount of time during any calendar month, measured in minutes, during which Customer is not able to access the Services according to the Terms due to planned system maintenance performed by Medchat. Medchat will exercise commercially reasonable efforts to perform scheduled system maintenance between the hours of 12:00 AM and 5:00 AM Eastern Standard Time and will provide reasonable prior notice to Customer prior to each Scheduled Downtime.
1.3 “System Availability” will mean, with respect to any particular calendar month, the ratio obtained by subtracting Unscheduled Downtime during such month from the total time during such month, and thereafter dividing the difference so obtained by the total time during such month. Represented algebraically, System Availability for any particular calendar month is determined as follows:
1.4 “Total Monthly Time” means all minutes in the relevant calendar month, to the extent such minutes are included within the term.
1.5 “Unscheduled Downtime” will mean the total amount of time during any calendar month, measured in minutes, during which Customer is not able to access the Services according to the Terms, other than Scheduled Downtime, as defined above.
2. System Performance.
2.1 System Availability: Medchat will use commercially reasonable efforts to provide the Services with a System Availability equal to or exceeding ninety-nine and nine tenths percent (99.9%) during each calendar month (the “Service Standard”), provided that any Unscheduled Downtime occurring as a result of circumstances beyond Medchat's reasonable control shall not be considered toward any reduction in System Availability measurements, including but not limited to the following: (i) Customer's breach of any provision of the Terms that would or does cause Unscheduled Downtime; (ii) non-compliance by Customer with any provision of this SLA that would or does cause Unscheduled Downtime; (iii) incompatibility of Customer's equipment or software with the Services; (iv) poor or inadequate performance of Customer's systems that would or does cause Unscheduled Downtime; (v) unavailability of, or performance issues with, the Internet or equipment or service failures associated with Customer's telecommunications provider(s); or (vi) force majeure.
2.2 Access to Support; Response Times: Customer may report Unscheduled Downtime by email at support@medchatapp.com twenty-four (24) hours per day, seven (7) days per week. Medchat classifies problems with the Services using the following problem classification table:
Classification
Criterion
Level 1 (critical)
The Services are not available.
Level 2 (medium)
Level 3 (low)
The Services are available, including material functionality and features, but use of non-material functionality and features is limited.
Upon Customer's discovery of a problem, Customer shall promptly inform Medchat of the problem, including Customer's assessment of the classification of the problem. The following specifies the steps Medchat will take to address a problem reported by Customer:
Step 1 -- Identification: Medchat confirms that the problem exists and the classification of the problem and starts to collect information and performs an analysis. Customer agrees to provide all available information and configuration settings associated with the problem to assist Medchat in recreating and diagnosing the problem.
Step 2 -- Temporary Solution: Medchat processes the problem and provides a temporary work around, if possible, as soon as possible for Level 1 and Level 2 problems, in order to make the material functionality and features of the Services at least partially available.
Step 3 -- Problem Resolution: Medchat provides a final solution to the problem, so that the material functionality and features of the Services are fully available again.
Classification
Level 1 (critical)
Level 2 (medium)
Level 3 (low)
Step 1 -
Identification
Est. Response Time
2 hours
4 hours
2 working days
Step 2 -
Temporary Solution
Est. Response Time
4 hours
1 working day
5 working days
Step 3 -
Problem Resolution
Est. Response Time
1 working day
3 working days
As resources allow
Both parties shall inform each other regularly on the status of the error.
3. Customer Requirements.
3.1 Minimum System Requirements: The service standards set forth in this SLA assume that Customer, as applicable, accesses the Services using a version of any of the following web browsers released within the last 12 months: Google Chrome, Mozilla Firefox, Safari or Microsoft Edge.
3.2 Additional Customer Obligations: Except as otherwise agreed between the parties in a separate written agreement, Customer is responsible for: (a) maintenance and management of its computer network(s), servers, software, and any equipment or services related to maintenance and management of the foregoing; and (b) correctly configuring Customer's systems in accordance with the access protocols specified by Medchat.
3.3 Reporting of Unscheduled Downtime: Customer must promptly notify Medchat in the event Unscheduled Downtime occurs. Unscheduled Downtime will be deemed to begin when Medchat receives notification thereof from Customer.
3.4 Non-Performance by Customer: The obligations of Medchat set forth in this SLA will be excused to the extent any failures to meet such obligations result in whole or in part from Customer's failure(s) to meet Customer's obligations set forth herein or elsewhere in the Terms.
3.5 Suspension: If Customer endangers the security, integrity or availability of Medchat's servers or the Services, which may include Customer's websites that are the subject of the Services becoming an object of a denial of service attack, then Medchat may temporarily suspend Customer's access to the Services. In case of malicious actions by the Customer that endanger the security, integrity or availability of Medchat's servers or the Services, Medchat may terminate the Terms with immediate effect.
4. Remedies.
If Medchat is unable to meet the Service Standard set forth in Section 2.1 of this SLA, at Customer's written request Customer shall be entitled, as its sole and exclusive remedy, to a service credit of ten percent (10%) of the annualized fees, prorated on a monthly basis, provided that the maximum amount of service credits to be issued by Medchat to Customer for any and all Unscheduled Downtime in a twelve (12) calendar month shall not exceed ten percent (10%) of annual fees. Customer has the option to terminate the Terms with thirty (30) days’ notice if the monthly Service Standard falls below eighty percent (80%) in any three (3) consecutive months, provided that such termination shall be Customer's sole and exclusive remedy.