PrismEHR Service Level Agreement
1. Service Availability
1.1 Uptime Commitment
Company will use commercially reasonable efforts to make the Software available 99.9% of the time in any given calendar month, excluding Excused Downtime (defined below). Service Availability is calculated as follows:
Service Availability = (total minutes Software is available) × 100 ÷ (total minutes in the month − Excused Downtime)
1.2 Excused Downtime
“Excused Downtime” means the duration of any unavailability of the Software resulting from:
- Scheduled Maintenance;
- Emergency Maintenance;
- Force Majeure events (as defined in the Agreement);
- Outages, degradations, or failures of third-party infrastructure providers (including cloud hosting, network, and content delivery providers) on which the Software depends;
- Actions or omissions of Customer, its Authorized Users, or any third party acting on Customer’s behalf, including misconfiguration, credential compromise, breach of the Agreement or Acceptable Use Restrictions, or use exceeding documented limits; and
- Beta features, early-access functionality, or features designated as non-production.
“Scheduled Maintenance” means maintenance performed during the standard maintenance window of 11:00 PM to 5:00 AM Mountain Time, daily (1:00 AM to 7:00 AM Eastern Time), or maintenance for which Company provides at least forty-eight (48) hours’ advance written notice to Customer. Company will use commercially reasonable efforts to minimize the frequency and duration of Scheduled Maintenance and, where practicable, to perform maintenance during the standard maintenance window.
“Emergency Maintenance” means unscheduled maintenance performed outside the standard maintenance window without advance notice, where such maintenance is reasonably and urgently required to protect the integrity, availability, or security of the Software or its underlying systems. Company will notify Customer as promptly as practicable following the commencement of any Emergency Maintenance.
1.3 Material Unavailability
For purposes of this Agreement, “Downtime” means a period during which the Software is materially unavailable to all or substantially all of Customer’s Authorized Users, such that core functionality (including documentation, scheduling, and patient record access) is inoperable. Partial degradation, slowness, or reduced performance of non-core features does not constitute Downtime.
1.4 Service Credits
If Company fails to meet the 99.9% Service Availability commitment in any calendar month, Customer is entitled to a service credit as set forth below:
| Downtime in Excess of SLA | Credit (% of Monthly Fees) |
|---|---|
| 1 – 30 minutes | 2.5% |
| 31 – 60 minutes | 5% |
| 61 – 120 minutes | 7.5% |
| 121 – 180 minutes | 10% |
| More than 180 minutes | 15% |
Credit Terms. To receive a service credit, Customer must submit a written request (email acceptable) to Company within thirty (30) days of the Downtime event giving rise to the credit. Service credits are based on Company’s monitoring systems, are applied against future invoices, and:
- will not exceed fifteen percent (15%) of the applicable monthly fees in any single calendar month;
- may not be carried over, combined across months, or aggregated;
- are forfeited upon expiration or termination of the Agreement; and
- will not be paid as a cash refund or applied retroactively.
Sole and Exclusive Remedy. Service credits under this Section 1.4 are Customer’s sole and exclusive remedy, and Company’s sole and exclusive liability, for any failure to meet the Service Availability commitment set forth herein.
2. Support
2.1 Included Support
During the Term, Company will provide Customer with the following support at no additional charge:
- Assistance with setup, configuration, and general use of the Software;
- Troubleshooting and diagnosis of errors in the Software;
- Bug tracking and escalation of issues for prioritized resolution; and
- Access to Company’s standard documentation for the Software, including authorization to reproduce such documentation for Customer’s internal use.
2.2 Exclusions from Support
Support does not include:
- Development or debugging of Customer’s own systems, tools, or integrations outside of the Software;
- Technical assistance with third-party systems, external databases, APIs, or services not provided by Company; and
- Installation or configuration of Customer’s hardware, networks, or local infrastructure.
2.3 Support Availability and Response Times
Company will use commercially reasonable efforts to respond to properly submitted support requests within the timeframes below. Response times are targets, not guaranteed service levels, and do not carry service credit obligations.
| Severity | Description | Target Response |
|---|---|---|
| Critical | Software is materially unavailable to all or most users | 1 business hour |
| High | Core feature impaired; workaround may exist | 4 business hours |
| Normal | Non-critical issue or general question | 1 business day |
Business Hours: Monday through Friday, 8:00 AM to 6:00 PM Eastern Time, excluding federal holidays observed in the United States.
2.4 Customer Responsibilities
Customer will: (a) use the Software as intended under this Agreement; (b) notify Company of issues promptly and with sufficient detail to enable diagnosis; and (c) cooperate with Company’s reasonable requests for information in connection with troubleshooting and issue resolution.
2.5 Subcontractors
Company reserves the right to subcontract support services, provided that Company remains responsible for the performance of any subcontracted work.