Medlio Software Configuration and Support Agreement

INTRODUCTION

This Medlio Support Agreement contains the terms and conditions that govern the access and use of the Medlio Support Service (as defined below) and is entered into by and between Medlio, Inc., whose business address is 110 Corcoran Street, 5th Floor, Durham, NC 27701 (“Medlio") and the customer ("Customer") identified in the corresponding Medlio Service Order ("Order") referencing this Agreement. Medlio and Customer are sometimes referred to herein individually as a "Party" and together as the "Parties".

This Agreement is effective and Customer agrees to be bound by its terms when Customer either first accesses Medlio Support or upon the first Order Effective Date (defined below), whichever occurs first ("Agreement Effective Date"). If the person entering into this Agreement is doing so on behalf of a legal entity, such person warrants and represents that it has the legal authority to bind such legal entity to this Agreement.

Commencing on the effective date of the applicable Subscription Period, Medlio will provide to Customer the Service Level Commitments and Support Services defined herein as specified in the applicable Order.

Service Level Commitments

Medlio will use commercially reasonable efforts to meet the Service Level Commitments for the Medlio Service as specified on Exhibit A subject to the level subscribed to and paid for by the Customer under the applicable Order. 

Support Services


Subject to payment of the corresponding Fees, Medlio will provide the support services ("Support Services") specified in the applicable Order and as further described in Exhibit A (Service Level Commitments and Support Services). Upon Medlio's request, Customer will provide Medlio with remote access to Customer's computer systems as reasonably required for Medlio solely to perform any Support Services and other obligations provided for under this Agreement.


EXHIBIT A

Service Level Commitments

Medlio will use reasonable efforts to correct material deviations between the Medlio Service and its Documentation (“Errors”) when such Errors are reported to Medlio and can be duplicated by Customer. Customer agrees that Medlio is not obligated to correct every error, malfunction or defect in Medlio’s applications. If a reported Error causes Medlio applications to be inoperable, or if such Error substantially adversely affects Customer's use of the Medlio Service, Medlio will use its best commercial efforts either to correct the Error or to provide a workaround as expeditiously as possible. Under no circumstances, however, does Medlio warrant or represent that all Errors can and will be corrected.

Customer shall perform tasks as requested by Medlio to aid in the resolution of problems, and shall implement all reasonable workarounds to problems as directed by Medlio. Medlio may identify errors arising from non-Medlio hardware or software or from unauthorized modifications to Medlio Services or applications. In such cases Medlio reserves the right to charge Customer for correcting such errors at then current rates for services.

Medlio will provide email and telephone support to assist Customer personnel in using Medlio Services and software from 9:00 a.m. to 6:00 p.m. EST, Monday through Friday, excluding regular business holidays, with respect to substantial and material Errors.

Medlio will provide email and telephone support to Customer’s End-Users from 9:00 a.m. to 6:00 p.m. EST, Monday through Friday, excluding regular business holidays, on a best-effort basis. Provided End-Users can be verified through a valid FHIR connection with Customer, Medlio will respond to all Customer End-User inquiries within 24 hours.

Medlio agrees to make telephone and email support available on a 24-hour a day, 7 day a week basis. Calls outside of the regular support hours above shall be made to a dedicated on-call support number supplied by Medlio.


Scope of Service Level Commitments


Medlio's obligations do not extend to Issues or errors caused by:

(a) Third party hardware or software;

(b) Use of the Medlio Service in violation of the terms of the Agreement;

(c) Use of the Medlio Service other than in accordance with any user Documentation or the reasonable instructions of Medlio;

(d) Third party hardware or software;

(e) Outdated or unsupported versions of the applications.

(f) Ongoing test or training instances of the Medlio Service provided to Customer; or

(g) Services, circumstances or events beyond the reasonable control of Medlio, including, without limitation, any Force Majeure events, the performance and/or availability of local ISPs employed by Customer, or any network beyond the demarcation or control of Medlio.


Scheduled Downtime and Guaranteed Up Times

Medlio will use commercially reasonable efforts to provide at least 24 hours' prior notice before implementing any Scheduled Downtime.  


Support Services


Medlio will provide support services to assist Customer in resolving Issues ("Support Services"). Support Services do not include (a) physical installation or removal of the API, the Medlio Application or Software and any Documentation; (b) visits to Customer's site; (c) any professional services (" Professional Services") associated with the Medlio Service, including, without limitation, any custom development, data modeling, training and knowledge transfer; or (d) the set-up, configuration and use of the Medlio Service. Medlio's performance of Professional Services if any, will be subject to the Parties' execution of a Professional Services addendum ("PSO Addendum") to this Agreement and payment of the applicable Fees.

The Customer will ensure that the Customer User Community addresses all Issues through the Customer Core Group. The Customer Core Group will:

(a) Validate and recreate Issues;

(b) Resolve procedural Issues;

(c) Provide first-level User Administration Support;

(d) Report all unresolved problems to Medlio Support; and,

(e) Provide additional information for testing and analysis purposes to assist with Issue resolution.


Case Prioritization

Any issues reported by Customer to Medlio and accepted by the Medlio support team will be classified as an Issue or a Request and assigned a priority. The following priorities and their meanings are used herein:

(a) Level 1 - Urgent - An Issue that renders the Medlio Service completely inoperative for all Users.

(b) Level 2 - High - An Issue that materially impairs substantial features of the Medlio Service for many Users; no reasonable workaround is available.

(c) Level 3 - Normal - An Issue that impairs a feature of the Medlio Service for a few Users; a reasonable workaround is available.


Response Times

Medlio will provide an acknowledgement of a reported Issue to Customer and respond within the target time frames defined based on the Issue ("Response"). The Response will include the priority assigned to the case, any actions taken, immediate resolution if available, and any escalation plans.

Target Response times:

(a) Level 1 - Within 1 business hour

(b) Level 2 - Within 4 business hours

(c) Level 3 - Within 8 business hours

Resolution to an Issue is subject to verification and reproduction of the Issue by Medlio, with Customer's reasonable assistance verifying and reproducing the Issue. Resolution(s) may include a temporary workaround, patch or bypass supplied by Medlio, or a computer or operating routine. Once Medlio has resolved an Issue, Customer will be required to test and accept the fix and/or work on data Issues if data has been impacted.

Version: April 22, 2019