Last Updated: February 6, 2023

The Service Level Agreement (the “SLA”) forms part of the Software as a Service agreement between Customer and LYCEUM (“Agreement”) where the Software may be offered by LYCEUM, its parent company or their affiliates and subsidiaries to its Customers.

LYCEUM is committed to providing services to its Customers at a standard of excellence commensurate with the best practice in the industry.

Definitions

As used in this SLA, the following terms shall have the meanings specified below. In this SLA the singular includes the plural and vice versa; the words "month", "year", and "quarter" mean calendar month, calendar year, and calendar quarter, unless otherwise stated; and the word "including" (or any analogous word or phrase) means “including without limitation”.

• Business Day: 09:00 to 17:00 Eastern Standard Time not including Saturday, Sunday or public holiday.
• Downtime: The period of time during which the Product is wholly unavailable to Customer, including maintenance occurring outside of Maintenance Hours for which less than 24 hours’ notice was provided to affected Customers.
  However, Downtime shall not include:
1. Scheduled Maintenance;
2. Degraded Performance;
3. factors outside of Lyceum’s control, including any Force Majeure Events;
4. failures of the internet;
5. acts or omissions of Customer and its Users; and
6. enforcement of Regulations.
• Degraded Performance: A lower quality of service as described in this SLA (e.g. temporarily broken or temporarily unavailable functionality).
• Maintenance Hours: Monday to Friday from 20:00 – 24:00 EST all day Saturday, and Sunday from 13:00 – 04:00 UTC.
• Resolution Time: The time that elapses from the Response Time until the alert is resolved.
• Response Time: Measures the time that elapses between the receiving of an alert and the time of commencing work on the issue.
• Scheduled Maintenance: Planned outages, either suspending service in full or in part, which Lyceum will endeavour to announce at least 5 days in advance, and in any case will announce no later than 24 hours in advance, which will not exceed a reasonable period of time for the maintenance required and which, where possible, shall take place during Maintenance Hours.
• SLA Effective Date: The Project Start Date stated in the Agreement or applicable Statement of Work and the date this SLA enters into force.
• Ticket: An electronic request sent to Lyceum by Customer (e.g. requesting a solution to an incident).
• Uptime: As calculated in accordance with this SLA.

Scope of the Service Level Agreement

This SLA applies only to the Product and Professional Services described in the Agreement or applicable Statement of Work. This SLA does not apply to any software, equipment, services, or other parts of an information technology system that are not purchased from or managed by Lyceum.

Lyceum will rectify material issues with the Product as part of the SLA, except where:

1. The issue has been caused by Customer’s use of the Product in a manner that is contrary to Lyceum Training, Knowledge Base, or any other instruction issued by Lyceum;
2. Customer has made unauthorized changes to the configuration or set-up of the affected Product;
3. Customer has prevented Lyceum from performing maintenance on the Product;
4. The issue has been caused by Third Party Products; or
5. The issue has been caused by User(s), including by modifying part of the software or by adding, deleting, or assigning improper rights to Users.

SLA Effective Date and Term

This SLA will be effective from the execution of Agreement or applicable Statement of Work and will terminate without further notice and without right to compensation or restitution upon the expiry or termination of the Agreement or applicable Statement of Work.

Responsibilities

Lyceum responsibilities:

1. Ensure the relevant Product and Professional Services are available to Customer in accordance with the Uptime guarantee;
2. Respond to support requests within the timescales listed below;
3. Take steps to escalate, diagnose, and resolve issues in an appropriate and timely manner, including the allocation of a sufficient number of skilled staff and the collection of necessary information; and
4. Maintain clear and timely communication with Customer at all times.

Customer responsibilities:

1. Use the Product as intended under the Agreement;
2. Notify Lyceum of issues or problems in a timely manner and as thoroughly as is possible;
3. Cooperate with Lyceum in its efforts to escalate, diagnose, and resolve issues by providing timely and accurate responses to requests for information;
4. In case of a Priority 1 alert, ensure the availability of a sufficient number of skilled Customer employees to cooperate with Lyceum;
5. Provide Lyceum with access to equipment, software, and services for the purposes of maintenance, updates, and fault prevention; and
6. Maintain staff with adequate information technology knowledge to fulfil these responsibilities.

Availability

Lyceum guarantees 99% Uptime each month 24 hours a day 7 days a week (“Agreed Hours of Service”) excluding Scheduled Maintenance. Uptime is measured based on the monthly average of availability, rounded down to the nearest minute.

Response Time and Resolution Time

1. Customer user support is provided during Business hours Monday to Friday between 8am and 5pm Eastern Standard Time by email sales@lyceumhealth.com
2. In the event of an alert, Lyceum is deemed to have responded when it has replied to Customer’s initial request. This may be in the form of an email or telephone call, to acknowledge receipt of Customer’s request, provide a solution, or request further information.
3. Customer can request escalation of a support request by contacting Lyceum, and/or the designated account manager, where applicable.
4. LYCEUM may, at its sole discretion, reasonably determine that the Resolution to the Support Request relates to functionality not currently supported by its applications. In such circumstances, LYCEUM is under no obligation to provide a Resolution to the Support Request. In such cases, LYCEUM will notify Customer of this determination and offer any applicable work-arounds that may assist.
5. LYCEUM maintains the right to upgrade or downgrade Priority Levels.
6. The Response Time and Resolution Time will depend on the priority of the item(s) affected and the severity of the alert, as set out in the following schedule:

Severity	Level 1 Critical	Level 2 High	Level 3 Medium	Level 4 Low
Response Target Time	4 hours or less. Lyceum will provide continuous efforts to resolve a Severity 1 error until a workaround or resolution can be provided or until the incident can be downgraded to a lower severity level.	8 hours or less. If a workaround is not available, reasonable efforts will be made to release an emergency patch to resolve or mitigate the issue or to allow the severity level to be reduced.	2 business days	Determined post analysis
Definition	Production issue that severely impacts Customer use of the application where work-arounds have been ineffective in addressing the Issue and the issues halts Customer business operations, data is corrupted or lost and must be restored from backup, a critical documented feature / function is not available.	Major functionality is impacted, or significant performance degradation is experienced. The situation is causing a high impact to certain portions or individuals related to Customer business operations and no reasonable workaround exists. The application is operational but exhibit highly degraded performance to the point of major impact on usage.	Partial, non-critical loss of use of the application affecting the efficiency of users, and where work-arounds may have been effective, resulting in medium-to-low impact on Customer business. Short-term workaround is available but not scalable.	Inquiry regarding routine technical issue; bug affecting small number of users where acceptable workaround is available; issues with no adverse impact on processing. Inquiries on application capabilities, navigation, best practice, installation, or configuration but the application is working as expected.

Problem Management

Lyceum Support uses a ticketing system and regularly analyses all Customer Tickets to identify trends and bottle necks.

Release Policy

Lyceum releases the Product via continuous integration and delivery. This means that whenever a new feature or release of Lyceum is ready, it can be deployed to the production environment at any moment. All perimeter applications are deployed to production continuously when a build is succeeded on the continuous integration servers.

Urgent bug fixes that impact availability and critical features are applied immediately on production servers.

Third party components in use by Lyceum are updated on a schedule and tested in a sandbox before being migrated to the production environment.

Software Improvements

Lyceum will make available to Customer new versions, releases, and updates to the Product to solve defects and/or errors, keep the Product up-to-date with market developments, or otherwise improve (the operation or functionality of) the Product. These improvements may include bug fixes.

New versions, releases, or updates will contain at least the level of functionality as set out in this SLA and as contained in the version or release of the Product previously used by Customer and will not otherwise negatively impact Customer’s use of the Product. Lyceum shall make reasonable efforts to ensure that when performing such actions, the impact on Customer and its User(s) is limited.

Liability Limitation

Lyceum and its licensors shall not be liable to customer or any third party for any loss of profits, revenue or goodwill, costs of procurement of substitute goods or services, loss or interruption of business, loss of anticipated savings, or loss of data, or any indirect, exemplary, punitive, special, incidental or consequential damages of any kind arising from or related to this agreement, however caused and regardless of the form of action whether in contract, tort (including negligence), strict product liability or any other legal or equitable theory even if Lyceum has been advised of the possibility of such damages. in no event will Lyceum’s aggregate cumulative liability for any claims arising out of or related to this agreement.

Updates to the SLA

This SLA may be updated at Lyceum’s discretion, but only after providing thirty (30) days’ notice, after which it shall be effective (“SLA Effective Date”). Such notice will be sufficient if provided to a User designated as an administrator of Customer’s Product account either: (a) as a note on the screen presented immediately after completion of the log-in authentication credentials at the log in screen, or (b) by email with read receipt to the email address provided for the administrator(s) for Customer’s account. Continued use of the Product following the SLA Effective Date of any update shall indicate Customer's acknowledgement of such update and agreement to be bound by the updated SLA. When Lyceum changes this SLA, the "Updated" date below will be changed to reflect the publication date of the most recent version.

This SLA was updated on February 6, 2023.

Support Requests not Included in the SLA 

The SLA does not apply to any software, equipment, services, or other parts of an information technology system that are not purchased from or managed by Lyceum.

As specified above, the following support requests are not covered as part of the SLA:

1. The issue has been caused by Customer’s use of the Product in a manner that is contrary to Lyceum Training, Knowledge Base, or any other instruction issued by Lyceum;
2. Customer has made unauthorized changes to the configuration or set-up of the affected Product;
3. Customer has prevented Lyceum from performing maintenance on the Product;
4. The issue has been caused by Third Party Products; or
5. The issue has been caused by User(s), including by modifying part of the software or by adding, deleting, or assigning improper rights to Users.