Service Level Agreement

Service Levels

A1 Optima Services Availability
The Optima Services will be available on a 7 (day) x 24 (hour) x 52 (week) basis as set forth in this paragraph, except for Scheduled Outages and maintenance periods.  The Optima Services are designed with redundancies for environmental support systems that provide for un-interruptible power, Internet connectivity, and cooling for all components within the Optima data center. Optima will continuously monitor capacity levels for power generation, cooling, disk space and un-interruptible power supply systems at Optima data centers.  Optima will, at its expense, upgrade or improve capacity levels within Optima data centers as necessary.  Capacity upgrades will follow the established change management practices described in this Exhibit.  Optima’s performance level for availability of the Optima Services is set as 99.5% available. Availability will be calculated monthly by Optima using total actual minutes available divided by total possible minutes available.  Availability calculations will exclude Scheduled Outages for maintenance and similar scheduled downtime.
A2 Standard Maintenance Windows for Scheduled Outages
Optima maintains the following standard maintenance windows for scheduled outages for the Optima Services.  During these maintenance times the Optima Services may be available to Customer, a subset of functionality may be available, or connectivity may not be possible at all.

Optima may, as needed on occasion, modify or extend these maintenance windows for Scheduled Outages.  If necessary to do so, Optima will post on its website as soon as reasonably practicable, changes to scheduled outages outside of these maintenance windows.

A3 Outages Outside of the Standard Maintenance Windows
Optima will provide Customer at least forty-eight (48) hours prior written notice of any changes made by Optima that affect the Optima Services resulting in an outage, unless Optima determines that a shorter notification period is required.  Customer must provide Optima with a current point of contact and contact method for providing notice required by this provision. Optima will strive to minimize outages that may be caused by a change; however, if an outage is required, Optima will use reasonable efforts to minimize the impact of the change and schedule the outage based upon Customer’s and Optima’s requirements.  If an outage is required, such outage will be considered a Scheduled Outage.  Optima will attempt to minimize changes to ensure that the Optima Services are not affected beyond the levels set forth in this Exhibit.  Optima reserves the right, however, to proceed with any change if it is determined by Optima that the change will not cause harm to Customer’s specific application environment and/or is otherwise necessary.

A4 Maximum Restore Age
If any catastrophic circumstances necessitate the restoration of database data from backup media, Optima will ensure that the maximum age of the data that is restored will not exceed thirty (30) hours old.

A5 Software Releases
Software releases occur daily between 8:00pm – 8:00am EST, unless otherwise requested by Customer; however, this does not mean that there are releases every day. Outages during releases are kept to a minimum.

A6 Primary Help Desk Coverage
Telephone and email based Helpdesk support coverage will be available to Customer Monday through Friday from 7AM – 5PM MST excluding the following holidays: New Year’s Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day.

Supplemental Service Level Information for Business Intelligence (BI) and Data Warehouse

B1 Scope
This section provides supplemental information regarding availability of customer data and warehouse data through the Optima Services, and transmission of data warehouse backups to customers. It does not cover extract, transform, load (“ETL”) software issues, transmission of data other than data warehouses nor infrastructure outside of the control of Optima.

B2 Extract, Transform and Load (“ETL”)
Customer data warehouses will be incrementally loaded daily. The daily ETL processes are estimated to start as early as 12:00am EST and finish by 08:00am EST. The initial ETL of historical data, and any needed reloading of historical data, will cause the data warehouse to be unavailable for an extended amount of time. Reloading of some historical data is sometimes a byproduct of Optima Services updates.

B3 File Transfer Time
Customers who receive copies of their data warehouses should expect additional time beyond the ETL processes for preparing and transmitting their data warehouse backups. The amount of additional time will vary by customer but can be up to three (3) hours. 

B4 Optima Services Access
Optima Services which rely on the data warehouses, will be available daily from 08:00am to 12:00am EST, except during deployment windows (see the Maintenance Window Schedule paragraph).

B5 Outages
Outages caused by Infrastructure within the control of Optima will be corrected within 48 hours. Outages caused by infrastructure outside of the control of Optima are not covered.

Remedy

C1 Remedies
If because of Optima’s actions or inactions the service levels set forth herein fail to meet the specified performance levels, as the sole and exclusive remedy is that Customer will receive a service credit based upon the Monthly Fee for the affected Optima Services for the affected month. The following service credits apply:

The service credit is not cumulative, is deemed to be liquidated damages, and in no event will the total service credit exceed 10% of the Monthly Fee for the affected month.

C2 Exceptions
Optima will have no liability for any failure to provide Optima Services (a) during any Scheduled Outage, (b) resulting from a Force Majeure Event, or (c) caused, directly or indirectly, by the acts or omissions of Customer or its employees, agents, contractors or representatives or by Customer’s or its agents’, contractors’, or representatives’ equipment.

Without limiting the foregoing, Optima is not responsible for acts or omissions of Customer or its employees, agents, contractors or representatives that result in failure of, or disruption to, the Optima  Services.  Customer agrees that neither Customer nor its employees, agents, contractors or representatives will attempt in any way to circumvent or otherwise interfere with any security precautions or measures of Optima relating to the Optima Services or any other Optima equipment.  Any such attempts may, among other things, cause disruption to the Optima Services.  Any disruption to the Optima Services resulting from a violation of these provisions will not be an Unscheduled Outage and Customer will have no right to any service credit or other remedy with respect to such disruption.  Customer will be responsible for, and will indemnify Optima for any damage or service interruptions caused by Customer or its employees, agents, contractors or representatives in violation of these provisions. Customer will also pay Optima, at Optima’s then current rates, for all remedial services resulting from Customer’s actions.

Changes to Service Levels
Optima maintains the right to periodically modify the provisions of the Service level agreement.

Service Level Agreement Claims.
All claims for service credits must be submitted to Optima submitted via email to support@OptimaHCS.com within thirty (30) days of the triggering event. A detailed request including the date and time of the outage, the support case number, if available, and any other relevant information is required for Optima’s review of the claim.  All claims will be responded to in writing. 

Definitions.
Optima Services Availability:  The availability of the Optima Services.
Monthly Fee:  The monthly fee for a Service as set forth in the Agreement.
Scheduled Outages: Periods of time during the Term that Optima temporarily interrupts any Optima Services for upgrades, maintenance, or for any other agreed upon reason or purpose, including an established framework for scheduling and managing outages.
Unscheduled Outages:  Interruptions in Optima Services arising from failures associated with Optima Services provided by Optima or a Force Majeure Event.  Such interruptions include only interruptions caused by matters under Optima’s direct control and do not include Scheduled Outages.