Health Fidelity Standard Terms

These Support Terms may be updated from time to time by Health Fidelity with thirty (30) days’ prior notice to the Customer.


“Authorized Contacts”means two (2) named contacts at Customer, which names may be updated from time to time upon prior written notice to Health Fidelity.

“Channels“ means (a) Health Fidelity’s proprietary Help Center, (b) email and (c) phone.

“Enhancements“ means any enhancements, upgrades, updates, bug fixes, new versions and other modifications and amendments to, additions, and changes to, and new releases for the Software or Hosted Services.

“Fix” means modifications to the operating procedures, system configuration, source code, or executable code of the Software that permanently corrects a Error, excluding Workarounds, such that the Software and Hosted Services performs in accordance with its Specifications.

“First Line Support“ means Health Fidelity’s general English-language Channels that Authorized Contacts may contact regarding technical problems with the Software and Hosted Services.

“Second Line Support“ means Health Fidelity’s Software and Hosted Services support Personnel with an understanding of the Software, as implemented in Customer’s operations, who can provide technical knowledge and expertise in addition to First Line Support.

“Support Hours“ means 8:00 am to 5:00 pm PT on business days generally observed in the State of California.

“Third Line Support“ means the Software and Hosted Services maintenance and bug fixing to be provided by Health Fidelity pursuant to the terms of this Exhibit.

“Workaround“ means a temporary patch or procedure that avoids, but does not directly resolve the Error, and allows functioning of the Software and Hosted Services.


2.1 Health Fidelity’s Obligations.

  • Health Fidelity shall provide Customer the support described in this Exhibit with respect to the Software and Hosted Services at no additional charge to Customer. Health Fidelity will maintain the Software and Hosted Service to perform without Errors, in accordance with its Specifications and in accordance with the terms and conditions of this Exhibit.  Health Fidelity will repair or replace, without any additional charge the Software and Hosted Service or any portion thereof that has Errors or defects during the Support Term in accordance with the terms and conditions of this Exhibit.
  • Health Fidelity will provide Customer with all Enhancements and associated Documentation that are developed by Health Fidelity or provided as general releases to customers of Health Fidelity without cost to Customer.
  • Health Fidelity will provide Authorized Contacts with First Line Support and Second Line Support during the Support Hours. Health Fidelity will also have Personnel on call outside of the Support Hours on a 24 x 7 basis from whom Customer may request support as set forth in Section 2.3 below. Support, both in and outside of the Support Hours, shall be provided as set forth below.
  • Health Fidelity will, when Customer provides any reasonably required contact information, make available to Customer access to its ticketing system, where Health Fidelity will log and maintain the following information regarding support service inquiries: (i) name and contact information for the Health Fidelity support contact handling the inquiry; (ii) date and time notified; (iii) time spent for repair; (iv) description of problem; and (v) repair or correction activity
  • Health Fidelity shall correct Errors reported by Customer by means of the procedures established by this Exhibit. Support shall be performed in a timely and professional manner by qualified personnel familiar with the Products and Hosted Services. Health Fidelity shall provide, upon Customer’s request, periodic reports on the status of support requested by Customer.
  • In the event that Customer reports to Health Fidelity any Error in the Software or Hosted Services (the Severity Level to be reasonably determined by Customer), Health Fidelity will respond to such reports as follows:
    1. “Severity Level 1“ is an emergency condition which makes the use or continued use of any one or more functions of the Software or Hosted Services impossible or significantly impaired. The condition requires an immediate solution that is not already available to Customer.
    2. “Severity Level 2“ is, other than any Severity Level 1 Problem, any condition which makes the use or continued use of any one or more functions of the Software or Hosted Services difficult and which Customer cannot reasonably circumvent or avoid on a temporary basis without the expenditure of significant time or effort.
    3. “Severity Level 3“ is, other than any Severity Level 1 Problem or Severity Level 2 Problem, any limited problem condition which is not critical in that no loss of Data occurs and which Customer can reasonably circumvent or avoid on a temporary basis without the expenditure of significant time or effort.
    4. “Severity Level 4“ is, other than any Severity Level 1 Problem, Severity Level 2 Problem or Severity Level 3 Problem, a minor problem condition or Documentation error which Customer can easily circumvent or avoid. Additional requests for new feature suggestions, which are defined as new functionality in existing System, are also classified as Severity Level.
  • Response Times. Health Fidelity will use commercially reasonable efforts to respond to an Error, depending on the Severity Level, within the time frames set forth in the chart below, starting from the time Customer notifies Health Fidelity of the Error; provided, however, that failure to meet any of the time frames below will not, itself, constitute a breach of the terms and conditions of this Exhibit.

Severity Level
Severity Level 1 Problem
Severity Level 2 Problem
Severity Level 3 Problem
Severity Level 4 Problem

Response Time
Within 2 business hours
Within 8 business hours
Within 1 business day
Within 3 business days

Workaround Time
As soon as reasonably practicable
As soon as reasonably practical
Within 2 business days
Within 5 business days

Resolution Time
3 business days
7 days
15 days
30 days

2.2 Customer Obligations.

  • Customer will maintain at least one Authorized Contact during the term of the Agreement.
  • Authorized Contacts must be certified as Health Fidelity Subject Matter Expert (“SME“). Health Fidelity will train and certify the initial Super Users as set forth in the initial Order Form. Thereafter, Super Users may train other Customer’s personnel to be Super Users (subject to compliance with Health Fidelity’s then-current certification process), or Customer may engage Health Fidelity to train new Super Users at Health Fidelity’s then-current training rates.
  • Customer shall establish support call procedures that channel all Customer requests for Support Services through Customer’s Authorized Contacts.
  • Customer shall provide and maintain at Customer’s cost a high-speed remote access system (“RAS“) or similar high-speed SLIP/PPP dial-up capability to allow Health Fidelity’s employees or authorized representatives remote access to Customer’s server for the purpose of supporting and operating the Software as Health Fidelity deems necessary to fulfill its obligations under this Agreement.

2.3 Service Limitations.

  • Support services do not include support for errors or problems with the Software to the extent arising from any of the following:
    1. Modifications to the standard Software or other any interface thereto by Customer, except as otherwise expressly pre-authorized by Health Fidelity in a written amendment to the Agreement.
    2. Customer’s failure to implement and maintain the Technical Requirements given by Health Fidelity concerning the Software, including any hardware or system requirements.
  • Health Fidelity has no responsibility to provide support to Members under this Agreement.
  • Requests for emergency support services received outside of Hours of Support are provided on an as-and-if available basis and will be billable on a time-and-materials basis at current emergency support hourly rates and rounded and billed in one-half hour increments.


3.1 General. Health Fidelity will at all times during the term of the applicable Order maintain the following service levels for the availability of the Software and Hosted Services (collectively, the “Service Levels”).

3.2 Uptime Availability Service Level. Health Fidelity will provide 99.5% Uptime Availability over one-month periods, excluding any Scheduled Maintenance or Force Majeure Events that result in the Software and Hosted Services not being available to any Customer user, as measured and monitored from Health Fidelity’s facilities.  Availability will be calculated on a monthly basis using the following formula: [(Actual Availability divided by Total Scheduled Availability) multiplied by 100%].  The following definitions will apply with respect to the calculation of Service Availability:

  • “Actual Availability“ means Total Scheduled Availability minus Downtime, in minutes.
  • “Downtime“ means the time (in minutes) that users of the Software and Hosted Services are not able to (i) access the Software and Hosted Services, (ii) perform ordinary functions to use Software or Hosted Services in accordance with Specifications, or (iii) utilize the Software and Hosted Services for normal business operations due to failure malfunction or delay. Downtime does not include any unavailability of the Software and Hosted Services due to Scheduled Maintenance, failure of Customer or third-party systems, or a failure or defect arising out of a force majeure event.
  • “Scheduled Maintenance“ means time (in minutes) that the Software and Hosted Services is not accessible to Customer due to maintenance of the Software and Hosted Services, including for maintenance and upgrading of the software and hardware used by Health Fidelity to provide the Hosted Services.  Scheduled Maintenance will be performed on a weekly basis Sunday 22:00 – Monday 03:00, San Francisco Time. (PT). Maintenance notifications will not be sent unless there is deviation from the weekly schedule. For other required maintenance such as urgent fixes Health Fidelity will provide such notices to Customer’s Project Manager by email to an address provided by the Customer and any of the Channels.  Any time during which the Software and Hosted Services is unavailable to Customer due to maintenance or other activity by Health Fidelity for which Health Fidelity fails to give notice, which exceeds the permitted time allotment, or which occurs outside of the foregoing permitted hours will be included in the calculation of Downtime.
  • “Total Scheduled Availability“ means 7 days per week, 24 hours per day, excluding Scheduled Maintenance, in minutes.


3.3 Reporting. During the term of this Agreement, Health Fidelity will, upon Customer’s written request (which may be via any of the  Channels), provide monthly reports to Customer that include Health Fidelity’s performance with respect to the Service Levels and such other metrics as reasonably requested by Customer from time-to-time.