Service Level Agreement (SLA)

(Last updated 23 Aug 2022)

The Service Level Agreement SLA, the SureClinical Support services other optional services described herein apply and are available to Customers with an active subscription to utilize the SureClinical Services, and whose account is current (i.e. not past due), including, with respect to optional services, timely payment of fees therefor. The SureClinical Services are delivered pursuant to the Master Subscription Agreement (“MSA”) which is available at: https://www.sureclinical.com/msa/

1. Support Service Levels

SureClinical will provide Customer with support services for Customer as per the MSA and according to Customer’s contracted support subscription package.   SureClinical will respond to Customer product support requests per Customer’s contracted support subscription offerings. For clarity, SureClinical’s current MSA Support subscription offering packages are:

Tier 0 Support – Tier 0 Support is included with Customer’s product subscription and Customer is required to use Tier 0 support to the extent necessary.  Tier 0 consists of online help and online training.

Tier 1 Support – Tier 1 Support is provided by Customer’s IT helpdesk.  Tier 1 Support consists of common IT helpdesk support services such as:  troubleshooting basic PC issues, web browser or software installations, password, PIN resets and account unlocks, virus and malware scanning and removal, network connectivity issues, email account setup, application setup and navigation assistance, printer and scanner issues, mobile device assistance, user creation, user administration and management, contacting vendor support on users’ behalf, ongoing training.  SureClinical makes available its free SureClinical helpdesk connector to assist Customer with Tier 1 Support.  SureClinical’s in-application helpdesk connector is provided as a resource and tool for Customer’s IT helpdesk.   SureClinical monitors issue trends only and does not actively monitor or review helpdesk IT reports.  Product support reports are directly submitted to the email address or system URL specified by Customer.  SureClinical disclaims any responsibility for the accuracy, security of any email or recipient system.  Helpdesk provides a connection from SureClinical’s applications to Customer’s helpdesk staff or system for basic IT helpdesk support resources and assistance.  The helpdesk connector forwards a summary report to the Customer helpdesk from SureClinical with details such as: username, user email, device identification, support  issue summary, optional description and application context where the help request was made.  SureClinical does not monitor the helpdesk requests.   Customer training requirement: For each SureClinical product or service subscribed to, Customer is required to have a minimum of one application administrator who has completed SureClinical’s administrator training within the last three years.

Tier 1.5  Multilingual Support – not included with subscription, but available for additional fee.   Multi-Language (French, Italian, German, Spanish, English), 24×5, 4hr response time  – Requires sales order proposal. Cost varies by Customer needs. Minimum of $10,000/month with a one-year subscription term. Additional fees will apply based on volume of Customer support incidents.

Tier 2 Support (Standard Support)  – Tier 2 Support is SureClinical’s standard support level provided to Customer pursuant to the MSA, and this SLA.  Under SureClinical’s Tier 2 Support, Customer and Customer’s users will be provided access to SureClinical’s free application training videos, free online application help, and 20 support tickets per 12 month subscription term, which shall be prorated if less than 12 months.  Tech support time is charged at $300 for one hour per ticket incident.  Tickets exceeding 1 hour shall be charged at the standard tech support service fee rate $300/hour.  Depending on the service requested by Customer, additional service fees may be charged.  For example, engineering services, subject matter expert (SME) services, audit services, forensic research services, and other services fees may apply.  See the table below, Service Fee Rates for a description of some of the additional service fees that may be charged for customer support and service requests.

Tier 2 standard support is provided for all SureClinical products with the following Standard Support Matrix:

SureClinical Products Covered	Support Channel	Support Services Offered	Supported Languages	Supported Time Zones / Max Response Time
All	Phone – USA	Tier 2 Support*	English	USA 8.30am to 5pm PST / 1 USA business day max
	Web, Email	Tier 2 Support	English	All / 1 USA business day max

Tier 2.5 Support (eClinical Product Concierge Services, not included, available for additional fee)  –   SureClinical provides tailored eClinical Product Concierge Services through it’s Client Services group such as:  user creation and administration, permissions customization, group creation and management, product configuration, product Acceptance and Validation, Audit Services and more.  Tier 2.5 support requires a sales order proposal, statement of work (SOW), and a Consulting Services Agreement (CSA).  Service Project pricing varies by Customer needs, service project type and service project duration.  Subscription Concierge Services start at $10,000/month with a one-year subscription term.

2. Service Availability

a. Coverage and Definitions

The term “SureClinical Cloud” or “SureClinical” is defined as any production multi-tenant cloud hosted by SureClinical.

The term “Application” refers to the SureClinical and associated application feature/functionality contained within the SureClinical subscription.

The term “Service Availability” is defined as the percentage of a particular month (based on 24 hour days for the number of days in the subject month) that the SureClinical Cloud was available for access.

The term “SureClinical Free Trial” is defined as the multi-tenant cloud hosted by SureClinical.

The SureClinical Free Trial Cloud is excluded from the term “Service Availability”.

“Scheduled Maintenance” does not factor into Service Availability. To ensure the platform uptime and keep SureClinical operating optimally, it is necessary to perform regular, routine maintenance (“Scheduled Maintenance”) that, on occasion, may affect Application availability.

Scheduled Maintenance may occur once a week, on Saturday between 12am — 6am PT, USA

The term “Online Customer Support Service” refers to SureClinical’s online ticketing service that enables current customers to enter a customer support request and or note any software issue or concern.

SureClinical reserves the right to schedule additional Scheduled Maintenance on an emergency basis with twelve (12) hours’ notice, for not more than eight hours at a time.

b. Service Level

SureClinical’s goal is to achieve 99.9% Service Availability.

Subject to c and d below, if in any month the Service Availability is less than 99.99%, SureClinical shall provide, as the sole and exclusive remedy, a credit to Customer in accordance with the following schedule, with the credit being calculated on the basis of the monthly service change for the affected service:

Service Availability	Credit Percentage
< 99.9%	5%
< 99.00%	10%
< 97.00%	20%
< 95.00%	30%
< 90.00%	100%

c. Exceptions

Customer shall not receive any credits under this SLA in connection with any failure or deficiency of Service Availability caused by or associated with:

• circumstances beyond SureClinical’s reasonable control, including, without limitation, acts of any governmental body, war, insurrection, sabotage, armed conflict, embargo, fire, flood, strike or other labor disturbance, interruption of or delay in transportation, unavailability of or interruption or delay in telecommunications or third party services, virus attacks or hackers or inability to obtain raw materials, supplies, or power used in or equipment needed for provision of this SLA;
• scheduled maintenance, upgrades and emergency maintenance;
• any DNS or Domain Registry issues outside the direct control of SureClinical including DNS and Registry propagation issues and expiration;
• customer’s acts or omissions (or acts or omissions of others engaged or authorized by customer), including, without limitation, custom scripting or coding (e.g., CGI, Perl, HTML, etc), any negligence, willful misconduct, or use of the customer’s account in breach of the MSA;
• acts or omissions of other customers (or acts or omissions of others engaged or authorized by other customers) sharing the affected server(s) with customer, including, without limitation, custom scripting or coding (e.g., CGI, Perl, HTML, etc), any negligence, willful misconduct, or use of the other customers’ account in breach of the MSA;
• outages elsewhere on the Internet that hinder access to your account. SureClinical is not responsible for browser, DNS, or other caching that may make your account appear inaccessible when others can still access it. SureClinical will guarantee only those areas of the Internet considered under the control of SureClinical: SureClinical servers’ links to the Internet, SureClinical’s routers, and SureClinical’s servers themselves.

d. Credit Request

In order to receive a credit, Customer must make a request for credit by filing a support ticket through SureClinical’s Online Customer Support Service. Each request in connection with this SLA must include the dates and times of the unavailability, a description of the perceived problem, and must be received by SureClinical within one (1) business day after the unavailability. If the unavailability is confirmed by SureClinical, credits will be applied within 30 days of SureClinical’s receipt of customer’s credit request.

The total amount credited to Customer in a particular month under this SLA shall not exceed the total monthly recurring fee paid by the Customer for said month for the affected Services. Credits are exclusive of any applicable taxes charged to Customer or collected by SureClinical and are Customer’s sole and exclusive remedy with respect to any failure or deficiency in the Availability.

3. Severity Levels and Response Time

Severity Levels are characterized from Level 1 (most severe) to Level 3 (least severe):

• Severity Level 1 (S1) – An S1 issue occurs when the SureClinical Cloud is down when online and connected to an internet service provider.
• Severity Level 2 (S2) – An S2 issue is when a critical software function is impaired and/or not functioning according to specifications.
• Severity Level 3 (S3) – An S3 issue is when a non-critical software function is impaired and/or not functioning according to specifications.

a. Response Time under Standard Support

SureClinical Standard Support is available to all Customers that have a subscription under the MSA.  Service level commitment and response time are set forth below.

Response Time	Business Hours	Phone Support	Case Management
Severity Level 1 (1 hour)	24/7, M-F	Yes	Unlimited
Severity Level 2-3 (2 business days)	8 a.m. – 5 p.m. PT (9 hours), M-F	No	25 per year, online support portal and email

Reported S1 issues receive a response within 1 hour.  SureClinical 24/7 toll free phone support covers only S1 issues.  If SureClinical determines an issue is not S1, it will be responded to within 2 business days.  There is no guaranteed response time for support cases submitted via email.

b. Response Time under Premier Support

SureClinical Premier Support is available to all Customers that have a current MSA with SureClinical and have paid for Premier Support service.  Premier service level commitment is described below.

Response Time	Business Hours	Phone Support	Case Management
Severity Level 1 (1 hour)	24/7, M-F	Yes	Unlimited
Severity Level 2-3 (8 business hours)	8 a.m. – 5 p.m. PT (9 hours), M-F	Yes	Unlimited, online support portal and email

SureClinical Premier Customers may open any level of support case by phone.  SureClinical 24/7 toll free phone support covers only S1 issues.  If SureClinical determines that an issue is not S1, it will be handled according to Premier Support, which is 8 business hours response time.

4. SURECLINICAL Support Incident Classification system

SURECLINICAL will categorize, resolve and act on all Helpdesk Product support incidents received by SURECLINICAL, based on SURECLINICAL’s published Support Incident Classifications and Severity levels.

SURECLINICAL SUPPORT INCIDENT CLASSIFICATION TABLE

SURECLINICAL Terms  (common in software)	Definition	SureClinical SLA
Fix	Application bug that requires a code fix	Severity Level 1 (S1)—SURECLINICAL Cloud is downSeverity Level 2 (S2)—critical software function is impaired Severity Level 3 (S3)—non-critical software function
Enhancement	Change request to existing features	Optional, based on SURECLINICAL decision:•       Existing SC roadmap •       Overall benefit to all SC customers •       Competitive landscape •       Industry landscape
Training Need	Feature works as designed. •       Users have not received or completed training	Offered to Client:•      Free training videos •      New release briefings with homework •      User Webinars/Tips & Tricks •      Online Help
New Feature	New product function or moduleMay not be part of original licensed product	Optional, based on SureClinical decision:•       Major releases only •       Same process as enhancements

SURECLINICAL Product Support Incident Tracking and Reporting

SURECLINICAL will utilize its problem tracking system to track support incidents (“tickets”) associated with all inbound inquiries.  SURECLINICAL shall log all tickets into its tracking system and shall classify and assign to each ticket a classification category or code as specified in SURECLINICALs SUPPORT INCIDENT CLASSIFICATION TABLE.

SURECLINICAL will provide to YOU either:  Monthly reports of YOUR inbound support incidents; or, if purchased by YOU, remote access to SURECLINICAL’s ticketing system subject to any third-party licenses as defined in the applicable support service subscription agreement.

SURECLINICAL will utilize its knowledge management system and online help system to store knowledge base items developed by SURECLINICAL; or if available and purchased by YOU, YOUR specific knowledge base items may be uploaded by YOU to the applicable third-party knowledgebase system purchased by YOU.   SURECLINICAL will be responsible for maintaining the standard Product knowledgebase; YOU will be responsible for maintaining any third party specific to YOU knowledge base items.

SURECLINICAL SUPPORT FOR NON-PRODUCTION FEATURES, NON-PRODUCTION APPLICATIONS, THIRD PARTY/  APPLICATIONS

SURECLINICAL’s Support team will provide Product support for SURECLINICAL’s Production Products only.  Support scope, unless otherwise contracted, will be limited to Product features that are announced as available, released, and certified by SURECLINICAL as in Production.  SURECLINICAL support for Product features that are not in production will be limited to SURECLINICAL documentation, SURECLINICAL online help, SURECLINICAL training materials, when and if available.   SURECLINICAL will have no responsibility to provide support for unreleased features, unreleased products or third-party applications not provided by SURECLINICAL, unless otherwise expressly agreed in a SURECLINICAL / YOU services contract.

SURECLINICAL Product Release Note publications:  To maintain awareness of new Product Releases, new Enhancements, new Features and bug fixes, YOU shall review and monitor SURECLINICAL Product Release notes, which are broadcasted in SURECLINICAL’s application as a user task notification.

SURECLINICAL Major Release Product Briefings, Annually or Semi Annually:  YOU shall assign at least one of YOUR staff members per SURECLINICAL Product to participate in periodic SURECLINICAL Product Briefings, typically announced and scheduled for YOUR staff at no charge at SURECLINICAL’s major release events.

SERVICE PROJECTS – GOVERNANCE STRUCTURE

The sections below relate to optional Service Project engagements delivered by SureClinical.  All projects are fee-based and must include a signed Statement of Work (SOW).

Service Project Governance Structure

The governance structure of this engagement shall be as follows:

• Project Office – composed of SURECLINICAL’s Client Services Team Lead and YOUR Contact Person. The Project Office makes day-to-day decisions related to administering the relationship such as communicating requirements, resolving issues, authorizing invoices, and payments, within guidelines previously contractually agreed to between the Parties.

Service Project Communications Structure 

SURECLINICAL and YOU will communicate as follows

• Operational Status report meetings between members of the Project Office on at least a weekly basis, unless otherwise agreed to.
• Generally, YOUR resources will not directly interact with SURECLINICAL’s resources but will interact first with SURECLINICAL’s Client Services Team Lead or designated SURECLINICAL staff. Exceptions to this rule may be jointly agreed to and documented in SOPs during the Implementation Phase.

SERVICE PROJECTS –  CHANGE ORDERS / CHANGE REQUEST PROCESS

From time to time, it will be necessary, during the course of a SOW to make material modifications to the contractual relationship between SURECLINICAL and YOU (e.g.: additional resources, new/modified scope of work, new studies, new projects). All such changes will be duly documented in a written Change Request by YOU.   SURECLINICAL will formally approve or reject any request by YOU prior to implementation. YOUR Change Requests may result in reduced or additional fees charged by SURECLINICAL to YOU, as well as changes to the timeline estimates originally provided in this CSA.

SECTION 5: SERVICES FEE RATES TABLE

Service fee rates for SURECLINICAL support, consulting, engineering and SME services are subject to change without notice.  The standard service fee rates as of the date of this document are defined below:

SURECLINICAL Services	DESCRIPTION	CHARGE METRIC	RATE	SUBSCRIPTION TERM
Solution Consulting	Application Technical Consulting	Person Hours	$350/HR	Varies by subscription plan.  (Volume discount may be available for all service subscriptions)
SME Consulting	Subject Matter Expert	Person Hours	$600/HR, min	Not available
Project Management	Project Management, Deployment, Implementation	Person Hours	$300/HR	Varies by subscription plan.
Inbound Product Support Incident requests, non-contracted	For support incidents outside of scope of YOUR current support contract.  For example, External Sites, Partners, contacting SureClinical directly for support issues	Per Incident	$300/Incident NOTE: A minimum monthly baseline fee of $3000/month may apply for non-contracted support requests, thereafter a per incident fee may apply as well.	Varies by subscription plan.

SERVICE PROJECTS – SURECLINICAL TRAVEL EXPENSES

Travel will be billed separately using SURECLINICAL’s standard travel policy and will be billed to YOU at actual cost, inclusive of any currency exchange fees.

YOUR Non-Contracted Inbound Support Incidents to SURECLINICAL

YOU will be responsible for Inbound Product Support incidents to SURECLINICAL for any of YOUR studies, projects or engagements.  YOU will be invoiced for the Monthly Minimum Baseline Fee or the actual inbound Product Support incident volume; whichever is greater.

Incident Fee assumes average call/email transaction resolution length of ~30 minutes.   Material changes to average call/email transaction length will be reviewed with any fee changes agreed between YOU and SURECLINICAL.

PASS THROUGH COSTS – Third Party Applications and Services

All third-party application charges requested by YOU will be billed to YOU at cost.  Any pass-through costs will be approved in advance by YOU.  YOU agree to pay all pass-through costs within 30 days of submission to YOU.

SURECLINICAL Fees above are subject to change.

Annual wage and cost adjustments:  Ongoing Service Fees may be adjusted once annually for 6% wage inflation based on wage inflation in the market as published by third party survey (Mercer) and will be applied in January.

Supported Time zones and Languages for Product Support:  During the life of the SOW, YOU may request support for additional time zones or languages for the Product Support.  The parties will execute a Change Request for any such change covering lead time and fees.

Shared Resources:  YOU acknowledge that SURECLINICAL will be sharing resources between YOU and other SURECLINICAL clients.

SURECLINICAL Audits:  Other than a bi-annual SURECLINICAL audit, YOUR audit requests with third parties such as Sponsors or Agencies shall be subject to 1) SURECLINICAL / YOU audit statement of work; 2) SURECLINICAL minimum fee of $1500 per day for up to TWO SURECLINICAL Project Management Consultants, unless otherwise agreed to in a statement of work.

SERVICE PROJECTS – INVOICING and PAYMENT

All service projects require a statement of work (SOW) and consulting services agreement (CSA).  Standard terms for invoicing and payment are below.  The CSA and SOW terms may supersede these terms:

Service Agreement Subscriptions: SURECLINICAL shall submit all invoices in USD to YOU quarterly with payment for subscription invoices due in advance.

Service Fees, non-subscription:  SURECLINICAL shall submit all invoices in USD to YOU monthly based on the above table with payment for non-subscription invoices due within 15 days.

Travel Expenses:   SURECLINICAL shall submit all invoices in USD to YOU upon travel trip completion based on SURECLINICAL’s published travel policy.  Payment for travel is due on receipt by YOU.

OWNERSHIP OF RESULTS OF SERVICES

SureClinical will own all right, title and interest in and to the designs, programs, algorithms, procedures, products, inventions, improvements, developments  or modifications resulting from the performance of services under the CSA (“Designs and Materials”), except to the extent YOUR intellectual property was incorporated into the Design and Materials in which case, SureClinical shall have a perpetual, royalty free license to utilize such intellectual property in the Designs and Materials.  YOU hereby irrevocably transfer and assign any and all of YOUR right, title, and interest in and to Designs and Materials, including but not limited to all copyrights, patent rights, trade secrets and trademarks, to SURECLINICAL.

DISPUTES

The Parties agree to work together in good faith to resolve any dispute within 30 days.

Important Disclaimer Regarding Your SLA

SureClinical’s sole obligation and your exclusive remedy for SureClinical’s failure to deliver any services covered hereunder shall be for SureClinical, at its option, to reperform the services in a manner substantially in accordance with this SLA or issue a refund to you.

For information regarding SureClinical support services, please refer to our service description or access directly at sureclinical.com.

Last updated 23 Aug 2022