System Availability Service Level Agreement (“SLA”):

1.1 3C warrants at least 99.95% System Availability during each calendar month excluding Scheduled Maintenance Window and Emergency Maintenance.

1.2 Definitions. 

Except as otherwise modified or defined herein, all capitalized terms in this SLA have the same meanings as set forth in the Cloud Services Agreement executed by the parties (collectively, “Agreement”). For the purposes of this SLA, the following definitions will apply:

1.2.1 “Emergency Maintenance” means downtime of the Production Service outside of Scheduled Maintenance Window hours that is required to complete the application of urgent patches or fixes, or undertake other urgent maintenance activities. If Emergency Maintenance is required 3C will promptly contact Client and provide the expected start time and the expected duration of the Emergency Maintenance, and if 3C expects the Production Service to be completely unavailable during the Emergency Maintenance.

1.2.2 “Scheduled Maintenance Window” means the window during which scheduled maintenance of the Production Service may be performed. The Scheduled Maintenance Window between the hours of 11:00 p.m. and 3:00 a.m. local time for the location(s) in which the 3C Platform connections are deployed. In the event 3C expects the Scheduled Maintenance Window activity to result in the Production Service being unavailable to Client, 3C will provide Client with a minimum of four (4) business days advance notification.

1.2.3 “System Availability” means the percentage of total time during which the Production Service is available to Client, excluding Scheduled Downtime and Emergency Maintenance.

1.3 Remedy. 

If the System Availability is less than 99.95%, and if Client has fulfilled all of its obligations under the Agreement and this SLA, 3C will provide Client with a Service Credit for the month in which the failure to meet this SLA has occurred. The Service Credit will be calculated in accordance with the below.

• For Monthly System Availability less than 99.95% but equal to or greater than 99.0%, you will be eligible for a 10% Service Credit.
• For Monthly System Availability less than 99.0%, you will be eligible for a 30% Service Credit.
• If Client submits one or more validated SLA claims under this SLA in each of three (3) consecutive calendar months or if Client submits three or more validated SLA claims under this SLA in any period of thirty (30) consecutive days, Client may terminate the Agreement upon thirty (30) days written notice.

2.  
3. General Terms Applicable to SLA:

2.1 Service Credits

2.1.1 “Service Credit” is the percentage of the monthly Production Service Fees for the Production Service that is awarded to Client for a validated claim related to breach of the SLA during that month.

2.1.2 In any given month Client shall in no event be entitled to receive a credit that exceeds 100% of its monthly Production Service Fee for the Production Service.

2.1.3 Service Credits shall be credited by 3C on a monthly basis and applied to the following month’s fees, or refunded on a monthly basis if Client has paid 3C in advance for more than one month. In no event shall the Service Credits exceed the fees due for the following month (or if prepaid for more than one month, 1/the number of months paid for in advance).

2.2 SLA Claims

2.2.1 Client shall have the remedies under the SLA commencing upon thirty (30) days after the Effective Date of the Agreement.

2.2.2 Client must notify 3C via email to support@3c.health within five (5) business days from date of incident it first believes entitles it to receive a remedy under the SLA set forth below.

2.2.3 For all claims subject to validation by 3C, 3C will use log files, database records, audit logs, and any other information available to validate claims and make a good faith judgment on the applicability of SLAs to said incident. 3C shall make information used to validate a SLA claim available for auditing by Client at Client’s request and cost.

2.2.4 The remedies set forth herein represent Client’s sole and exclusive remedy for 3C’s breach of the SLA defined in this SLA.

2.3 Exclusions

2.3.1 Client shall not have any remedies under any SLA in connection with any Force Majeure Event as defined in the Agreement.

2.3.2 Client shall not have any remedies under any SLA to the extent any SLA claim is due to:

• Use of the Production Service outside the scope described in the Agreement and the Documentation;
• Client Equipment and/or third party software, hardware or network infrastructure outside of 3C’s data center and not under the direct control of 3C;
• Failure of Client to meet the configuration requirements for Client Equipment set forth in the Documentation;
• Failure of the external internet beyond 3C’s network;
• Electrical or internet access disruptions;
• Any actions or inactions of Client or any other third party not under the direct control of 3C; or
• Attacks (i.e. hacks, denial of service attacks, malicious introduction of viruses and disabling devices) caused by third parties.
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