Introduction and Scope
This Service Level Agreement ("SLA") governs Verity Medical, Inc.'s ("Verity") commitments regarding the availability, performance, and support of the Verity platform. It is incorporated by reference into the Subscription Agreement between Verity and Customer. Capitalized terms not defined herein have the meanings set forth in the Subscription Agreement.
This SLA applies to all production environments accessed by Customer under a paid standard-tier subscription, including Verity for Patients and Verity for Staff. It does not apply to beta, sandbox, trial, or non-production environments.
Definitions
| Term | Definition |
|---|---|
| Uptime | The percentage of time in a calendar month during which the Service is Available, excluding Scheduled Downtime and Excused Downtime. |
| Available | The Service is accessible and functional for authorized end users, capable of processing requests within normal operating parameters. |
| Downtime | Any period during which the Service is not Available, excluding Scheduled Downtime and Excused Downtime. |
| Scheduled Downtime | Planned maintenance windows communicated to Customer at least 48 hours in advance. |
| Excused Downtime | Unavailability caused by Force Majeure events, third-party infrastructure failures outside Verity's reasonable control, Customer-caused issues, or misuse of the Service. |
| Incident | Any event causing Downtime or material degradation of Service performance. |
| Monthly Uptime % (MUP) | (Total Minutes − Downtime Minutes) ÷ (Total Minutes − Scheduled Downtime Minutes) × 100 |
| Service Credit | A credit applied to future invoices as Customer's sole and exclusive remedy for an SLA failure. |
Uptime Commitment
Verity commits to a Monthly Uptime Percentage (MUP) of 99.5% for the production Service environment (the "SLA Commitment"). Verity will use commercially reasonable efforts to achieve greater availability.
3.1 Scheduled Maintenance
Verity conducts routine maintenance during low-traffic windows (typically Sundays, 2:00 AM – 6:00 AM Eastern Time). At least 48 hours' prior written notice (email sufficient) will be provided for any maintenance expected to cause Downtime exceeding 15 minutes. Emergency maintenance may be performed with shorter notice where required to protect Service security or integrity.
3.2 Excused Downtime
The following are excluded from Downtime calculations:
- Acts of God, war, terrorism, government action, or other Force Majeure events
- Failures of third-party infrastructure, networks, or services (including cloud providers) outside Verity's direct control
- Customer's acts or omissions, including misconfiguration, unauthorized modifications, or integration failures caused by Customer
- Attacks (e.g., DDoS) originating outside Verity's network, to the extent not preventable through commercially reasonable measures
- Beta, sandbox, or non-production environments
Service Credits
If Verity fails to achieve the SLA Commitment in any calendar month, Customer's sole and exclusive remedy shall be a Service Credit per the following schedule:
| Monthly Uptime % | Credit Rate |
|---|---|
| 99.0% – < 99.5% | 5% of monthly fee |
| 97.0% – < 99.0% | 10% of monthly fee |
| 95.0% – < 97.0% | 20% of monthly fee |
| < 95.0% | 25% of monthly fee |
Service Credits shall not exceed 25% of the monthly subscription fee for the affected month, regardless of the number or duration of Downtime events. Service Credits constitute Customer's sole and exclusive remedy for any SLA failure. Customer expressly waives any other claims, damages, or remedies arising from or related to Service unavailability. Credits are non-transferable, have no cash value, and will be applied to Customer's next invoice following Verity's verification of a valid claim.
Credit Request Procedure
To receive a Service Credit, Customer must submit a written request to support@verityhealth.io within 30 calendar days following the end of the calendar month in which the SLA failure occurred. The request must include:
- Customer name and account identifier
- Description of the Downtime event(s), including dates and times (Eastern Time)
- Any error messages, screenshots, or supporting documentation
Verity will review the request against its own monitoring data and respond within 15 business days. Verity's determination shall be final absent manifest error. Failure to submit a timely request constitutes waiver of the applicable credit.
Support Services
6.1 Support Tiers
| Priority | Definition | Response Target |
|---|---|---|
| P1 — Critical | Service fully unavailable or patient-facing features non-functional. | 2 Business Hours |
| P2 — High | Material degradation of core features; significant operational impact. | 8 Business Hours |
| P3 — Medium | Non-critical feature issue; workaround available. | 2 Business Days |
| P4 — Low | General inquiry, enhancement request, or cosmetic issue. | 5 Business Days |
"Business Hours" means 9:00 AM – 6:00 PM Eastern Time, Monday through Friday, excluding U.S. federal holidays. Response times are targets and do not obligate Verity to resolve the issue within the stated timeframe.
6.2 Support Channels
- Email: support@verityhealth.io (primary)
- Emergency Line: P1 contact details provided upon onboarding
6.3 Customer Responsibilities
Customer shall designate at least one technical point of contact and cooperate in good faith with Verity's support team, including providing timely access to information and systems reasonably required for issue resolution.
Monitoring and Reporting
Verity maintains continuous monitoring of the Service. Upon request, Verity will provide a monthly uptime report for the prior calendar month.
Verity's internal monitoring data is the authoritative source for all SLA calculations. Third-party monitoring tools used by Customer may not serve as the basis for credit claims unless expressly agreed in writing by Verity.
Uptime Measurement Formula
Example: In a 30-day month (43,200 min), with 60 min Scheduled Downtime and 35 min Downtime: MUP = [(43,200 − 35) ÷ (43,200 − 60)] × 100 = 99.92%
Data Security and HIPAA
Verity maintains administrative, technical, and physical safeguards designed to protect Customer data, including any Protected Health Information ("PHI") as defined under HIPAA, consistent with the Business Associate Agreement ("BAA") executed between the parties. In the event of any conflict between this SLA and the BAA, the BAA controls with respect to PHI. Breach notification procedures are governed exclusively by the BAA and applicable law.
Exclusions and Limitations of Liability
Service Credits represent Customer's sole and exclusive remedy for any failure by Verity to meet the SLA Commitment. Customer expressly waives any right to seek damages, injunctive relief, or any other legal or equitable remedy with respect to Service unavailability.
NOTHING IN THIS SLA SHALL BE CONSTRUED TO EXPAND VERITY'S LIABILITY BEYOND THE LIMITATIONS SET FORTH IN THE SUBSCRIPTION AGREEMENT. In no event shall Verity be liable for indirect, incidental, consequential, punitive, or special damages arising from Service unavailability.
This SLA does not apply to: (a) features designated as "beta" or "preview"; (b) free or trial subscriptions; (c) outages resulting from Customer's actions or third-party integrations managed by Customer.
SLA Modification
Verity reserves the right to modify this SLA upon 60 days' prior written notice to Customer. Continued use of the Service after the modification's effective date constitutes acceptance of the updated SLA. The current version of this SLA is always available at verityhealth.io/sla.
General Provisions
- Governing Law. This SLA is governed by the laws of the State of Delaware, without regard to conflict-of-law provisions.
- Integration. This SLA is incorporated into and made part of the Subscription Agreement. In case of conflict, the Subscription Agreement controls except as expressly stated herein.
- Severability. If any provision is found invalid or unenforceable, the remaining provisions continue in full force.
- Waiver. No failure to enforce any provision constitutes a waiver of the right to enforce it in the future.
- Entire Agreement. This SLA, together with the Subscription Agreement and BAA, constitutes the entire agreement regarding service levels and support.