EndoTool IV and SubQ Support and Maintenence Services Terms and Conditions

The below appearing terms (the “Terms”) supplement the master agreement entered into with Glooko, Inc., Glooko AB or Monarch Medical Technologies, LLC, as applicable (collectively, the “Company”), or any other agreement entered into with Company upon which the above hyperlink appears (each a “Master Agreement”). The Terms, as may be updated by Company from time to time, form an integral part of the Master Agreement and are expressly incorporated into and governed by such Master Agreement. Unless otherwise indicated below, capitalized terms used herein have the meanings ascribed to them in the Master Agreement. These Terms shall apply to Company’s provision of the services or deliverables described hereunder at all times.

Term Definition
Authorized Contact(s) The primary contact(s) between Client and Company regarding the registry and report of Support Calls.
Error An error in the Software that causes the Software to fail to perform in substantial conformance with the documentation for the Software.
Fix The repair or replacement of an object or executable code within the Software to remedy an Error.
Service Hours 24 hours/day, 7 days/week
Software Software identified in the Agreement and attached documents, in object code form, including: (i) related documentation; and (ii) Enhancements.
Support Refer to the contract for the definition.
Workaround A change in the procedures followed or data supplied by Client to avoid an Error without substantially impairing Client’s use of the Software.


Scope of Support and Maintenance Services

A. Support and Maintenance Services will be provided via telephone, email, and electronic delivery of updates. Before contacting us, we recommend Client’s first contact their internal support teams for assistance.

i. For On Prem installations, Customer IT will be required to ensure that Company support staff have permissions through the Active Directory to access the servers. Continuous access is needed for the Company Team to deliver the SLA’s outlined in this agreement. It is the customer’s responsibility to inform Company at [email protected] of any changes that impact access.

B. Support and Maintenance Services include:

i. Access to the Company helpdesk for reporting issues with Company Software and for obtaining assistance in the use of Company Software.

ii. Software error corrections when Company Software materially fails to conform to the documentation.

iii. Software Updates offered by Company, when available, that replace, modify, enhance or otherwise change Company Software or Documentation.

C. Support and Maintenance Services do not include:

i. On-site maintenance or support.

ii. Removal of errors due to the use by Client of the Company Software contrary to the documentation (such as use in an unsupported environment), abuse, willful destruction or failure to install an Update provided by Company.

iii. Removal of errors due to the reinstallation of the Company Software or use of the Company Software with unauthorized, incompatible, misconfigured, or malfunctioning software.

iv. Removal of errors due to modifications or attempted servicing by any party other than Company.

D. Operation Time: Support and Maintenance Services will be available 24 x 7.

E. Support Administrator. Client will designate one contact (and one alternate, if desired) within its support organization and shall use reasonable efforts to submit all support requests through this contact (the “Support Administrator”).

F. Helpdesk. Client will communicate with Company for Support and Maintenance Services through Company’s technical support helpdesk at [email protected] as well as by calling 877-349-4582.

G. Response. Once Company has received the Client’s request, Company will consider the most appropriate modalities of the Support and Maintenance Services and will make commercially reasonable efforts to resolve the issue in a time consistent with the Client’s needs.

H. Update Delivery. Software error corrections and Updates will be provided to the Client via media selected by Company’s discretion.

I. Billable Support. Client’s requests for the following shall be billed at its then current rates.

i. Assistance concerning problems with the installation and operation of unauthorized third-party software,

ii. Modification, tailoring, customization, or enhancement to Company Software, or

iii. Any other support not otherwsise described or included in these Maintenance and Support Services

Client Responsibilities

A. Assistance. Client will provide Company with all the means and information reasonably required to facilitate Company’s Support and Maintenance services, including but not limited to:

i. For Cloud Installation: Providing Company with Active Directory permissions for remote access to the Company Software installation where the issue has arisen; via agreed upon remote connectivity software.

ii. For On Prem Installation: Providing Company with remote access to the Company Software installation where the issue has arisen, via agreed upon remote connectivity software; Providing Company support with local admin rights to the server(s) where Company software resides as well as admin rights to the test and production Company databases.

iii. Providing all required information on the installation configuration and trying as much as reasonably possible to collect missing information.

iv. Assisting in troubleshooting, if need be, either directly or through the Client.

B. At Company’s direction, the Client shall take all reasonable steps necessary to carry out procedures for the rectification of Errors with minimal impact downtime, and impact to users of Software and related system within a reasonable time after such procedures have been received from Company.

C. Backup.

i. For On Prem Installation: Before any performance of Support and Maintenance Services by Company, Client will ensure the backup of all data, files, and programs to prevent any loss, destruction or alteration of such work.

D. Training. The Client shall properly train its personnel in the use and operation of the Software and shall operate and maintain the Client’s network in a manner consistent with best industry practice and in compliance with all applicable requirements under the Agreement.

Service Levels

Software Incident description Response Priority Initial Response Time Begin Investigation
  • Client reports a problem that causes the Software to be non-operational for all or substantially all users, and there is no known Workaround
  • Client reports an adverse patient event due to receiving the incorrect dose of Insulin as a result of an incorrect dose recommendation by the Software.
  • Client Reports vulnerabilities that cause a privilege escalation on the platform from unprivileged to admin, allows remote code execution, financial theft, unauthorized access to/extraction of sensitive data, etc.
 Critical Severity 1 1 hour Immediately upon response
  • Client reports (a) a problem that causes the Software to be non-operational for any users, and there is no known Workaround or (b) a problem with the Software that causes a serious disruption which cannot be solved (temporarily) by a Workaround.
  • Client reports vulnerabilities that affect the security of the platform including the processes it supports.
 High Severity 2 4 hours Immediately upon response
  • Client reports a non-critical problem in the Software where the Client is able to continue to use the Software and a Workaround is available.
  • Client reports vulnerabilities that affect multiple users, and require little or no user interaction to trigger.
 Medium Severity 3** 1 Business Day Within 72 Hours
  • Client reports a problem in the Software that is not a Severity 1, 2 or 3 Error.
  • Client reports issues that affect singular users and require interaction or significant prerequisites (MitM) to trigger
 Low Severity 4 2 Business Days Within 1 week

*Initial Response time applies to Phone Support only. Response time could be longer if the customer reports the issue via email.

** Severity 3 tickets will be escalated to Severity 2 as determined by the Company Technical team.

 

A. Level of priority. A level of priority will be assigned by Company for each support request received by the helpdesk based on the following criteria:

B. Response

i. The Client Authorized Contact shall report any Error with the Company Software to the Company Support Center. It is expected that the Client shall make every effort to identify Client internal technical and configuration issues as being the source of the reported issue BEFORE contacting the Company Support Center. Company will make reasonable efforts to determine the root cause and resolve the reported issue. Company’s objective is to resolve the issue, provide a correction, or provide a workaround within a timely manner. If a permanent solution cannot be delivered within a reasonable time, Company will provide a clear work plan for resolving the error and will execute according to the work plan. Company shall assign a Severity priority level to the request during Service Hours.

ii. Company will acknowledge receipt of Support Calls by email or telephone, with a tracking number and within the Support Response Time.

iii. After acknowledging Severity 1 and Severity 2 issues, Company will provide the Client with a Workaround or Fix that the Client will successfully test and implement.

iv. After acknowledging Severity 3 issues, Company will use reasonable efforts during the period of 8:00 a.m. to 8:00 p.m. Eastern Time, Monday through Friday, excluding federal holidays, to provide the Client with a Workaround or Fix.

v. After acknowledging Severity 4 issues, Company will incorporate any necessary changes with the next full release of the Software, or provide a Fix or Workaround thereto, in its sole discretion.

C. Assumptions

i. Following the acknowledgement of Severity 1 issue by Company and Client, Company will use its best efforts to provide within 24 hours the Client with a Workaround or Fix that the Client will successfully test and implement.

ii. Client agrees to make its IT and/or clinical staff reasonably available to work with the Company team.

iii. Client agrees to allow access to its pre-production or test environment.

iv. Client will provide an available test environment if the Client is in production state, where the reported issue can be duplicated.

Exclusions

A. If Company believes that a problem reported by the Client may not be due to an Error in the Software, Company will notify the Client.

B. Support does not include services requested because of, or with respect to, causes which are not attributable to Company or the Software (“Excluded Services”).

C. Causes which are not attributable to Company or the Software include, but are not limited to:

i. Modifications made by or at the direction of the Client, other than modifications made by Company, to its operating environment, and third-party software or hardware not supplied by Company that adversely affect the Software;

ii. Any alterations or additions to the Software not performed by Company;

iii. Failures in the operation of the Software that are not reproducible in the Client’s environment;

iv. Software that is operated in violation of the Agreement or other than in accordance with the documentation for the Software.