STANLEY HEALTHCARE SUPPORT POLICY

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2 STANLEY HEALTHCARE SUPPORT POLICY The following describes the Support which Stanley Healthcare or an authorized Stanley Healthcare third party partner (collectively Stanley Healthcare ) provides to Buyer with respect to Stanley Healthcare software and hardware products, in each case to the extent Buyer has purchased such Support and in accordance with the terms and conditions of this Support Policy (this Policy ). 1. DEFINED TERMS 1.1 Defined Terms. As used in this Policy, the following terms have the indicated meanings: Stanley Healthcare Products means Stanley Healthcare software products, Access Rights and Stanley Healthcare hardware products. System multiple Stanley Healthcare Products installed at a customer site to provide a complete business solution Covered Products means, for any particular time period, all supported releases of Stanley Healthcare Products for which Buyer has paid for Support for such time period. Customizations means any feature that was developed per customer request to include third party interfaces, end user interface (UI), integrations, custom fields, reports, events etc. TSE means Technical Support Engineer. Error means a failure of an unmodified version of a Covered Product to conform to the specifications set forth in the related documentation. Errors are categorized as one of the following: (a) Priority 1 - Critical means an Error which results in a complete system failure or completely disables one or more essential business functions of the System. (b) Priority 2 - High means an Error which disrupts essential business functions of the System. Examples include: (i) useful production is difficult because Covered Products are failing to perform correctly and/or reliably, or (ii) regular failures are occurring, but the System is not completely unusable. (c) Priority 3 - Medium means an Error which disables or disrupts non-essential business functions of the System. Examples include (i) a Covered Product is not performing in a normal manner or the Error is very intermittent, or (ii) the System workload is impaired but it can be used. (d) Priority 4 - Low means an Error which is cosmetic or non-disabling from a business standpoint. Examples include: (i) Errors causing minor inconvenience, and (ii) documentation errors. This category also includes feature requests proposed for subsequent releases and general questions regarding product usage. Hot Patch shall mean a single fix or set of fixes to correct a specific Error in a Covered Product consisting of software. Each Hot Patch is expected to be included in the next Service Pack or Release for such Covered Product. Permanent Fix is a resolution of the problem resulting from the experienced behavior which may take the form of a hardware RMA, a software update or a request for enhancement to hardware or software functionality Stanley Healthcare. All rights reserved. Page 2 of 11

3 Release means a subsequent revision of a Covered Product consisting of software (including the Stanley Healthcare software included in any hardware product), denoted by a change to the left (a Major Release ) or right (a Minor Release ) of the revision number decimal point (x.y). Response is contact by either or telephone by a TSE, with a potential resolution or workaround, or to gather additional information to determine the steps to reproduce the problem. Service Pack means a set of fixes to correct Errors within a specific Release for a Covered Product consisting of software. Support Ticket means a request by Buyer for Support under this Policy to address an Error. Update means Releases, Service Packs, and Hot Patches for a particular Covered Product under the terms of this Policy. Workaround is a relief from the experienced behavior that may be customer-specific and/or temporary in nature, until a Permanent Fix is available. Hardware Operating System Software is the Stanley Healthcare operating system software that runs on Stanley Healthcare hardware. Application Software is Stanley Healthcare software that runs on non-stanley Healthcare hardware, such as commercial servers, desktop computers, notebooks and other handheld devices. 1.2 Other Terms. Capitalized terms used but not defined in this Policy are used as defined in the Agreement to which this Policy is attached. 2. SUPPORT DESCRIPTION 2.1 Services. Support includes the following with respect to Buyer s Covered Products: (a) Telephone and Online Support. Stanley Healthcare will provide support to Buyer through telephone and/or through Stanley Healthcare s online support web site ( In addition, Stanley Healthcare will provide Buyer with (A) online Support Ticket entry; (B) online Support Ticket tracking and status updates; (C) online download areas for Service Packs, Hot Patches, and support information; and (D) online access to Stanley Healthcare support resources as determined by Stanley Healthcare (e.g., knowledgebase, FAQs, support papers and application notes, etc.). (b) Defective Hardware Exchange. For Covered Products consisting of hardware that is under warranty, Support includes defective equipment exchange within ten (10) business days of receipt by Stanley Healthcare of the defective item at Stanley Healthcare s repair facility. Buyer is responsible for paying for shipment of the defective equipment from its facilities to Stanley Healthcare s repair facility. Stanley Healthcare shall pay for return shipment to Buyer. Buyer is responsible for any import fees, duties, and taxes. For all customers, in case of Critical Priority Errors caused by Stanley Healthcare Products hardware failure, Stanley Healthcare will ship an advanced replacement unit within 24 hours from notice to ensure that System functionality is restored. Stanley Healthcare will diagnose the defective hardware and determine the cause and the corrective action. If the hardware is not currently covered under Warranty, the Buyer will be contacted 2013 Stanley Healthcare. All rights reserved. Page 3 of 11

4 for its approval before proceeding to correct the defect. Replacement parts and products will be either new or like-new. (c) Update Right and Maintenance. (i) Right to Receive Updates, Etc. Buyer is entitled to software Updates for each Covered Product for a period of the contract. Stanley Healthcare support team will assist the Buyer in planning for these updates. Depending on the availability of remote access to the Buyer s System, Stanley Healthcare will help on upgrading, otherwise, Buyer will need to purchase on site services. For certain software Updates remote update will not be possible, and in those cases, will require purchase of additional on-site services separately. Notwithstanding the above, Buyer is not entitled to use any portion of a Release which is an option, module or interface for a Covered Product for which Stanley Healthcare charges a separate license fee (other than media and handling charges), unless Buyer has previously purchased from Stanley Healthcare such option, module, or interface for such Covered Product. In addition, the right to receive Updates does not include the right to receive any third party hardware or software product or update thereto which may be required to use any Release, Service Pack, or Hot Patch. Stanley Healthcare will provide to Buyer, Major/Minor Releases, Service Packs and Hot Patches to the applicable Covered Products as and when such are made generally commercially available during the applicable Support period. Releases, Service Packs and Hot Patches are licensed to Buyer pursuant to the applicable Software Agreement for the corresponding Stanley Healthcare Product. Buyer acknowledges that Stanley Healthcare is not obligated to create or otherwise develop any Releases, Service Packs and Hot Patches. (ii) Support does not include Customization backward compatibility. Stanley Healthcare allows Buyers to develop their own custom integrations using the system Application Programming Interfaces (APIs) or to engage Stanley Healthcare to develop for them. Stanley Healthcare will make the effort to minimize any changes to the API between Releases. In case changes do occur, support does not cover assistance in updating the integration (unless specifically purchased separately). If Buyer requests additional training, consulting or development consultation, it will have to purchase those services from the Stanley Healthcare Integration Group. (iii) Support does not include System outage that is caused by maintenance that was performed by or on behalf of the Buyer on Stanley Healthcare system or any system that Stanley Healthcare integrates with such as Cisco infrastructure without first consulting with Stanley Healthcare. Stanley Healthcare Products allow Customers to upgrade their infrastructure, however, before any update on any Stanley Healthcare system or any system that integrates with Stanley Healthcare the Buyer should first consult with Stanley Healthcare to verify that the applicable Stanley Healthcare Product is compatible with the requested change. In case the Buyer did not follow the recommendation above, and System outage resulted, it will have to purchase services to fix it at the Buyer s sole cost and expense. (d) On-Site Technical Support. On-site Support is not included in this Support Agreement. When determined by Stanley Healthcare, Stanley Healthcare will dispatch resources on-site only with the prior agreement of the Buyer. On-site support is charged per Stanley Healthcare standard service rates, plus travel and entertainment expenses incurred. (e) Proactive Support. This Support feature ensures that the System is monitored by Stanley Healthcare. Alerts are set to proactively send notifications as soon as certain conditions are met and issues arise, enabling the Stanley Healthcare support team to contact the Buyer s staff even before the user community is impacted to perform preventive actions and prevent System failures and down time. To enable this feature, the Buyer must be utilizing a recent Release and provide Stanley Healthcare with an adequate communication tunnel to its System. Please note that this feature is not available for all products and versions Stanley Healthcare. All rights reserved. Page 4 of 11

5 2.2 Named Contacts. Buyer shall designate two (2) of its full-time employees as contacts: one (1) primary and one (1) backup (each a Named Contact ), to serve as liaisons with Stanley Healthcare s support group. Prior to being designated as a Named Contact, each person must successfully complete Stanley Healthcare s then-specified Required Training for Named Contacts. The designated Named Contacts shall be the sole liaisons between Stanley Healthcare s support group and Buyer for all Support. Buyer shall provide reasonable advance written notice to Stanley Healthcare whenever Named Contact responsibilities are transferred to another individual. Buyer may add up to three (3) additional Named Contacts for an additional fee. 2.3 Support Tickets. (a) Prioritization. The TSE and the Buyer s Named Contact will classify each Support Ticket according to the Error priority levels described in Section 1 above. Stanley Healthcare will respond to each Support Ticket with respect to Covered Products in accordance with the Response Goals specified in Schedule 1 to this Policy. Error priority levels for a Support Ticket, and Stanley Healthcare s corresponding obligations, may be adjusted as work-arounds are provided which cause the Error severity to decrease. Stanley Healthcare will obtain Buyer s approval before adjusting the Support Ticket priority. (b) Response Goal. For the purposes of this section, a Response Goal shall mean the time in which the TSE commences attempts to resolve the Errors specified in the Support Ticket. Response Goals are dependent on, among other things, Stanley Healthcare s ability to remotely access a Buyer s computer System(s) and network and do not apply if Buyer cannot, or will not, allow remote access to its System installation. It is not Stanley Healthcare s policy to release targets or goals for Error resolution. 2.4 Buyer Cooperation. Stanley Healthcare s obligation to provide Support is conditioned upon the following: (a) Buyer s reasonable and diligent efforts to resolve the Error after communication with Stanley Healthcare; (b) Buyer s provision to Stanley Healthcare of sufficient detailed information and resources to correct the Error, including remote access as further discussed in these policies, (c) Buyer s prompt installation of all Service Packs, Hot Patches and/or work-arounds supplied by Stanley Healthcare, and (d) Buyer s procurement and installation and maintenance of all hardware, cabling, primary and back-up electrical supplies, and telephone and internet connections necessary to operate the Covered Products. 2.5 TSE Response and Escalation. (a) TSE Response. Upon receipt of a Support Ticket from Buyer, Stanley Healthcare will assign the Support Ticket to its TSEs. Stanley Healthcare s TSEs are responsible for identifying the Error and gathering initial case information. If the Support Ticket can be satisfied through information dissemination and assistance in connection with installation, administration, and features and functions of the Covered Products, the applicable TSEs will use reasonable efforts to provide such assistance with such Support Ticket. Stanley Healthcare s response may include providing a written (including or text messaging) response, a telephonic response, a Hot Patch, supplementary documentation, logging into Buyer s system to troubleshoot an issue, a temporary work-around, a new Release or other correctional aids. (b) Proactive Escalation. If a Support Ticket cannot be resolved by the initial TSE, such Support Ticket shall be escalated to Stanley Healthcare s Senior TSEs ( Tier 2 ). Support Ticket resolution may include providing an existing fix to an already identified Error. If a particular Support Ticket cannot be resolved by Tier-2, it will be escalated to Stanley Healthcare s Engineering and/or Product Marketing groups. In this event, the assigned TSE will retain primary responsibility for all communication with the Buyer regarding the Support Ticket Stanley Healthcare. All rights reserved. Page 5 of 11

6 (c) Buyer Escalation. For Support Tickets involving Priority 1 Critical and Priority 2 High only, if Buyer reasonably determines that there is a performance issue in connection with the response provided by Stanley Healthcare s initial TSEs, Buyer may request escalation of such Support Ticket to Tier-2. If resolution of such an Error is still not proceeding to Buyer s reasonable expectations, Buyer may escalate the Support Ticket for such Error to Stanley Healthcare s Technical Support Manager. If such escalation does not resolve or mitigate the issue, Stanley Healthcare may escalate the issue to its Director of Technical Support. If such escalation does not resolve or mitigate the issue, Stanley Healthcare may escalate the issue to its Vice President of Professional Services. Support Tickets involving Priority 3 Medium and Priority 4 Low Errors may not be escalated by Buyer using the escalation process set forth in this Section. 3. SUPPORT CONDITIONS 3.1 Supported Releases. Support applies only to the latest Release and the previous Release of each Stanley Healthcare Product. Not conflicting with this statement, Stanley Healthcare will support any major/minor release for a minimum period of twelve (12) months from its original release date. 3.2 Supported Configurations. With each Release, Stanley Healthcare will provide a list of supported configurations for that Release. This list of supported configurations will set forth the hardware platforms, operating systems, database versions, and other third party software products required for such Release. Stanley Healthcare s Support services are provided solely for such documented, supported configurations. A current list of supported configurations can be obtained by contacting the Stanley Healthcare Support Center or Stanley Healthcare s support website ( Buyer may apply critical security patches provided or authorized by Stanley Healthcare. Other configuration and/or maintenance patches can only be applied by Buyer after obtaining prior approval (using a Support Ticket) of Stanley Healthcare. Any violation or contravention of the foregoing by Buyer shall void this policy. 3.3 Supported Platforms. Support is limited to (a) Covered Products on platforms that are fully supported by Stanley Healthcare, and (b) reproducible Errors that are demonstrable in the latest Release of such Covered Product, running unaltered on the proper hardware configuration as approved by Stanley Healthcare. 3.4 Reproducing Errors; Remote Access. For each Support Ticket, Stanley Healthcare will use commercially reasonable efforts to reproduce the Error so that the results can be analyzed. In order to reproduce the Error in the most timely and efficient manner, Buyer shall provide VPN remote access or similar level internet-based access to Buyer s computer systems and network. Stanley Healthcare will comply with Buyer s reasonable and customary remote access guidelines. In the absence of remote access, the time necessary for Stanley Healthcare to resolve an Error will increase significantly, and additional fees may apply. Additionally, certain Support services described herein may not be available to Buyer if Buyer does not provide such remote access. 3.5 Support Issues Not Attributable to Stanley Healthcare. Stanley Healthcare is not obligated to provide Support for Errors related to: (i) improper installation of Stanley Healthcare Products by non-stanley Healthcare personnel, (ii) use of Stanley Healthcare Products in a manner deviating from the procedures specified in the documentation for such products, (iii) Errors caused by Buyer s negligence, hardware malfunction, third-party software, or other causes beyond the control of Stanley Healthcare; and (iv) situations in which Buyer has not paid any Support fees or any other amounts due Stanley Healthcare when due. Further, Buyer will be responsible to reimburse Stanley Healthcare for such services at Stanley Healthcare s then-current time and materials rates, if Stanley Healthcare provides Support despite the existence of any of the issues or matters described above. 3.6 Exclusions from Support. Support does not include: 2013 Stanley Healthcare. All rights reserved. Page 6 of 11

7 (a) In-Depth Training. Responses to Support Tickets which are in the nature of training in that the Buyer is requesting extensive discussion or explanation of basic system usage and/or topics covered in Stanley Healthcare s Training Classes. Such requests will be referred to Stanley Healthcare s training or professional services departments; (b) Customization Assistance. Stanley Healthcare Products may enable customization using the unique customization tools provided within such products or using another product, such as a software development kit. Any other modifications to a Stanley Healthcare Product is not authorized and could result in the termination of (a) any remaining warranty, (b) Stanley Healthcare s obligation to provide Support, and (c) the related Software Agreement. Support does not include assistance in developing, debugging, testing or any other application customization for modifications made by Buyer, even if a permitted modification. Those services, if available, must be purchased separately from Stanley Healthcare s professional services group; (c) Assistance on Third Party Products. Issues related to the installation, administration, and use of enabling technologies such as databases, computer networks, and communications systems. If Stanley Healthcare separately agrees to provide technical support services for such third party products, then such services will be provided under the terms of separate agreements and not under this Policy; and (d) Buyer s Environment Issues (Problems due to defects in the environment in which the Stanley Healthcare Products are installed.) If Stanley Healthcare concludes that an Error being reported by Buyer is due to defects in such environment, then Stanley Healthcare will so notify Buyer. Additional assistance to address such issues will be provided by Stanley Healthcare, if at all, pursuant to a separate arrangement with Stanley Healthcare s professional services group for an additional fee. 3.7 Support Renewal (a) Maintenance and Support are to be provided on an ongoing basis subject to payment by the Buyer of annual maintenance fees in accordance with the Stanley Healthcare price list in effect at the time. If the Buyer elects not to renew the then current Support Agreement, the Buyer will no longer be entitled to receive Support or any of the associated Maintenance benefits. The Buyer may thereafter renew Maintenance and Support only upon written agreement with Stanley Healthcare. (b) Reinstatement. In order for Buyer to reinstate Technical Support services for the applicable Program licenses if Technical Support is cancelled, was never acquired, or otherwise lapses, Buyer shall pay Stanley Healthcare (i) a reinstatement fee of 20% of the then-current Technical Support services fee, (ii) the amount of unpaid or refunded fees for the period during which Customer was out of Technical Support, and (ii) yearly Technical Support fees for the new period of Technical Support, which shall commence as of the date of reinstatement. The reinstatement fee will provide the Customer with a right to all appropriate product updates released since Technical Support services lapsed. 3.8 life/ Service (EOL/EOS)(Refer to Appendix 1) Following the end-of-life/end-of service (EOL/EOS) notice date, Stanley Healthcare will continue to provide, for customers covered by a valid maintenance contract, as follows: (a) Hardware (under warranty): provide spare or replacement parts for hardware for a period of 3 years, subject to availability. (b) Software: Stanley Healthcare will provide support to EOL/EOS version for a period of one year starting from the end-of-life notice date. In cases where Technical Support believes 2013 Stanley Healthcare. All rights reserved. Page 7 of 11

8 the resolution is included in the current supported versions, Stanley Healthcare will request the Buyer to upgrade to the recent version. Buyer can refuse the upgrade, and remain with the current version, but Stanley Healthcare is not obligated to provide a fix on the EOL/EOS product version. 3.9 Termination: Either party may terminate the support agreement by providing written notice in advance of the lapse of the Support Agreement renewal date. 4. SUPPORT LIMITATIONS 4.1 Limited Warranty for Services: Stanley Healthcare hereby warrants that all Support services to be provided hereunder will be performed by competent and experienced personnel in a manner consistent with the quality of such services customarily provided by similarly situated service providers in the market in which the Support services are to be provided. 4.2 Disclaimer of Other Warranties: EXCEPT FOR THE EXPRESS LIMITED WARRANTY STATED ABOVE, STANLEY HEALTHCARE PROVIDES NO OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO ANY SERVICES PROVIDED HEREUNDER, AND STANLEY HEALTHCARE HEREBY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, REPRESENTATIONS AND CONDITIONS, INCLUDING WITHOUT LIMITATION ALL WARRANTIES AND CONDITIONS OF QUALITY, NON-INFRINGEMENT, MERCHANTABILITY AND SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE TO THE EXTENT PERMITTED BY LAW. 4.3 Sole Remedy: Buyer s sole and exclusive remedies and Stanley Healthcare s sole and exclusive liability under the Limited Warranty stated above shall be to promptly reperform any Support Services that do not conform to such Limited Warranty. 4.4 Disclaimer: STANLEY HEALTHCARE WILL NOT BE LIABLE TO THE BUYER FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT OR PUNITIVE DAMAGES FOR ANY CAUSE OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE Stanley Healthcare. All rights reserved. Page 8 of 11

9 SCHEDULE 1 MAINTENANCE AND SUPPORT PLAN SUMMARY Access & Response Hours of Support Feature After business hours support Service Details 7 days a week, 24 hours a day, 365 days a year Named Contacts* 2 Remote Monitoring and Proactive Support** Response Goals for: *** Critical Priority Tickets 2 hours High Priority Tickets 4 business hours Medium/Low Priority Tickets 1 business day Self Service Online Ticket Management Online Access to Knowledgebase & Resources Software Major, Minor and Patches Software Updates Upgrade planning and remote execution * Buyer Technical Named Contacts must pass Stanley Healthcare s Administrator Training, provided at site install time, and in our public classes. ** Buyer must be on supported releases and provide tunnel for remote access. This feature is not available for all products. *** Buyer is required to provide VPN access or similar access. Stanley Healthcare will comply with Customer remote access guidelines. Noncompliance may be subject to additional fees and/or may negatively impact the time to resolution Stanley Healthcare. All rights reserved. Page 9 of 11

10 APPENDIX 1 END OF LIFE/END OF SERVICE (EOL/EOS) POLICY Terminology The following terms are used in this document: Milestone Definition Date End-of-Life/ Service Announcement Date (EOL/EOS) End-of-Sale Date Last Ship Date Maintenance & Support Contract Renewal Date Maintenance & Support Date Support Date The date of the document that announces the end of sale and end of life of a product is distributed to the general public. The last date to order the product through Stanley Healthcare point-of-sale mechanisms. The last-possible ship date of Stanley Healthcare's EOL/EOS product. Actual ship date is dependent on lead time. The last date to extend or renew a Maintenance & Support contract for the EOL/EOS product. The last date that Stanley Healthcare Engineering may release any final software maintenance releases or bug fixes. After this date, Stanley Healthcare Engineering will no longer develop, repair, maintain, or test the EOL/EOS product. The last date to receive service and support for the EOL/EOS product. After this date, all support services for the product are unavailable, and the product becomes obsolete. The announcement date Six months after the EOL announcement date 3 months after End-of- Sale date Same as Last Ship Date 12 months (24 months for SW products) after last ship date 12 months (24 months for SW products) after last ship date EOL and EOS Notification Policy and Procedures From time to time, Stanley Healthcare may find it necessary to discontinue products and services for a number of reasons, including product line enhancements, upgrades and offering customers the same quality product at a lower cost. When a product reaches its EOL/EOS, we are committed to communicating important milestones throughout the EOL/EOS period, including the initial EOL/EOS notification, End-of-Sale Date for product, Maintenance & Support, as well as other key information pertaining to Stanley Healthcare hardware and software products. Any product being discontinued will be announced as EOL/EOS and identified as such on the price list for up to one hundred-eighty (180) days prior to the discontinuation and end of sale date, also referred to as last order date. On the last order date, products are removed from the price list and are no longer available for purchase. The product reaches Maintenance & Support twelve (12) months after the Last Ship Date for hardware products and twenty four (24) months after the Sale Date for software products. No support services contracts are available and the last contract will expire on the published EOL/EOS date. Throughout this period Stanley Healthcare will provide bug fixes, maintenance releases, work arounds, or patches for critical bugs reported and any other services specified in Stanley Healthcare Support Policy Stanley Healthcare. All rights reserved. Page 10 of 11

11 Spares or replacement parts for hardware will be available for twelve (12) months after the Last Ship Date. Stanley Healthcare will provide spares and replacement parts in accordance with its Return Materials Authorization (RMA) process. Support for discontinued products will only be provided to customers who purchased a Maintenance & Support contract prior to the removal of the product and support services from Stanley Healthcare's price list, or converted their new product warranty coverage to a Maintenance & Support contract prior to the expiration of the standard warranty. Hardware Support EOL and EOS Announcement Sale Last Ship Date Product Life 6 Months 3 Months 12 Months Maintenance & Support Software Support EOL and EOS Announcement Sale Product Life 6 Months 24 Months Last Ship Date Maintenance & Support 2013 Stanley Healthcare. All rights reserved. Page 11 of 11