Software Uptime

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.

1. Availability. Company will make the Software Available continuously, as measured on a 24×7 basis an average of 99.9% of the time (the “Software Uptime”), excluding unavailability caused by Exceptions (as defined below). “Available” means the Software is available for access and use by Client in accordance with their full intended functionality according to its then-current documentation. For purposes of calculating Availability percentage, the following “Exceptions” described below to the Software Uptime shall not be considered time for which the Software is unavailable.

2. Exceptions. The below listed are all permitted Exceptions to the Software Uptime:

(i) “Emergency Maintenance Period” means the period of time elapsed during any maintenance performed on the Software, which maintenance is required as a result of conditions beyond Company’s reasonable control. Company will provide Client with at least thirty (30) minutes advance notice for emergency maintenance, when possible. Emergency maintenance may occur at any time, as Company deems necessary in its sole discretion.

(ii) “Scheduled Maintenance Period” means the period of time elapsed during any scheduled maintenance performed by Company on the Software. Company will provide Client with notice for scheduled maintenance which will affect access to the Software. Company will use commercially reasonable efforts to schedule maintenance during hours other than during regular business hours.

(iii) “Permitted Downtime” means the following:

  • Inoperability due to any scheduled or emergency maintenance (occurring during the Scheduled Maintenance Periods or Emergency Maintenance Periods);
  • Problems caused by telecommunications and/or Internet services;
  • Problems caused by software or hardware not provided or controlled by Company (such as the Amazon Web Hosting server environment where the Company software is stored and accessed, or a device manufacturer changing their specifications);
  • Problems due to Force Majeure events, as provided in the Agreement, and acts of war or nature;
  • Problems due to acts or omissions of Client, its agents, employees or contractors;
  • Problems due to defects in data provided by Client that Company could not have discovered through the exercise of reasonable diligence prior to the failure;
  • Problems due to Client’s failure to implement changes in equipment or software reasonably recommended by Company in writing as essential to maintaining service levels following a Client directed change in the operating environment;
  • Inoperability due to a Client driven increase in demand for system resources that has not allowed Company a reasonable time to accommodate;
  • Inoperability due to exceeding the maximum number of concurrent users specified within the Agreement or Order Form, as applicable; and
  • Problems due to operation under a disaster recovery plan.