Service Level Agreement

This Service Level Agreement (“SLA”) is incorporated by reference into the Master Services Agreement (the “Agreement”) between Hyper Labs, Inc. d/b/a Hyperscience (“Hyperscience”) and Customer. All capitalized terms not defined herein shall have the meanings given to them in the Agreement.

1. DEFINITIONS

The following capitalized terms will have the definitions set forth below:

(a) “Emergency Maintenance” means any maintenance required to address an exigent situation with the Hyperscience Platform that if not addressed on an emergency basis could result in material harm to the Hyperscience Service. Hyperscience shall use commercially reasonable efforts to provide advance notice of emergency maintenance to the extent practicable.

(b) “Force Majeure” means any act, event, or occurrence beyond Hyperscience’s reasonable control, including, without limitation, issues arising from bugs or other problems in the software, firmware or hardware of Hyperscience’s suppliers, outages or issues with upstream providers or network carriers, acts of god, fires, floods, storms, landslides, epidemics, pandemics, lightning, earthquakes, drought, blight, famine, quarantine, blockade, governmental acts or inaction, orders or injunctions, war, insurrection or civil strife, sabotage, explosions, labor strikes, work stoppages, and acts of terror.

(c) “Scheduled Downtime” means the total amount of time during any calendar month, measured in minutes, during which Customer is not able to access the Hyperscience Platform due to planned system maintenance performed by Hyperscience. Hyperscience will use commercially reasonable efforts to provide Customer with reasonable prior notice of such Scheduled Downtime.

(d) “Total Monthly Time” means the total minutes in the relevant calendar month less Scheduled Downtime.

(e) “Unscheduled Downtime” means the total amount of time during any calendar month, measured in minutes, during which the Customer is not able to access the features and functions of the Hyperscience Platform, other than Scheduled Downtime or Emergency Maintenance. Unscheduled Downtime shall not include any period during which the Hyperscience Platform are unavailable as a result of (i) non-compliance by Customer with any provision of this SLA; (ii) incompatibility of Customer’s equipment or software with the Hyperscience Platform; (iii) actions or inactions of Customer or third parties; (iv) Customer’s use of the Hyperscience Platform after Hyperscience has advised Customer to modify its use of the Hyperscience Platform, if Customer did not modify its use as advised; (v) acts or omissions of Customer or Customer’s employees, agents, contractors, or vendors, or anyone gaining access to the Services by means of Customer’s passwords or equipment; (vi) performance of Customer’s systems or the internet or any third-party hardware; (vii) any systemic internet failures; (viii) network unavailability or Customer’s bandwidth limitations; or (ix) Scheduled Downtime.

(f) “System Availability” means, with respect to any particular calendar month, the ratio obtained by subtracting Unscheduled Downtime during such month from the Total Monthly Time, and thereafter dividing the difference so obtained by the Total Monthly Time. Represented algebraically, System Availability for any particular calendar month is determined as follows:

2. SYSTEM PERFORMANCE

(a) System Availability. Hyperscience will undertake commercially reasonable measures to ensure that System Availability equals or exceeds ninety-nine percent (99%) during each calendar month (the “Service Standard”). The measuring point for System Availability is the availability of the Service at Hyperscience’s hosting provider’s data center’s internet connection points.

(b) System Monitoring and Measurement. Hyperscience will (i) regularly monitor the Services to ensure that they are being provided according to the standards of this SLA; and (ii) promptly report any outages that are known or reasonably expected to materially impact the Customer’s use of the Services, including performance degradation, to the representative agreed to by the Parties as set forth in Section 5(d) below. For clarity, the measuring point for System Availability is the availability of the Hyperscience Platform at Hyperscience’s hosting provider’s data center’s internet connection points. All measurements of System Availability will be calculated on a monthly basis for each calendar month during the Term based on the records of Hyperscience. Hyperscience’s records regarding System Availability will be final, and each Party agrees not to dispute such records.

3. CUSTOMER REQUIREMENTS

Customer is responsible for: (a) the maintenance and management of its computer network(s), servers, and software, Third Party Products and Content, and any equipment or services related to maintenance and management of the foregoing; (b) the configuration its systems in accordance with any instructions provided by Hyperscience, as may be necessary for provision of access to the features and functions of the Hyperscience Service, including maintaining its network connections and telecommunications links for its systems to Hyperscience’s data centers; and (c) the back up of all relevant existing data, software and programs.

4. REMEDY

(a) Credits against Fees. In the event Unscheduled Downtime occurs, Customer will be entitled to credits against its subsequent payment obligations (as set forth in the Agreement) (“Service Credits”) according to the following table:

Customer’s rights under this Section 4(a) are Customer’s sole and exclusive remedy with respect to any Unscheduled Downtime or any failure by Hyperscience to meet the Service Standard required by Section 2(a). Customer shall not be eligible for any Service Credits if: (i) Customer has any outstanding balances due, or (b) Customer has materially breached the Agreement.

(b) Maximum Service Credits: The maximum amount of Service Credits that Hyperscience will issue to Customer for Unscheduled Downtime in a single calendar month will not exceed twenty five percent (25%) of the monthly billing for such month.

(c) Requesting Service Credits: As a condition to Hyperscience’s obligation to provide Service Credits to Customer, Customer must request such Service Credits by sending an email identifying the date and time of the Unscheduled Downtime for which Customer is requesting Service Credits, with sufficient evidence (including description of the incident and duration of the incident) to [email protected] within thirty (30) days following such Unscheduled Downtime, subject to Hyperscience’s validation of the Unscheduled Downtime. If Customer fails to request any Service Credits to which Customer is entitled in accordance with this Section 4(c), Hyperscience will have no obligation to issue such Service Credits to Customer.

5. RESPONSE TIMES

5.1 Support Obligations and Response Time Service Levels: Customer shall promptly report any reproducible problems or errors with the Services (each, an “Error”) to Hyperscience in accordance with this Service Level Agreement (each, a “Support Incident”). Upon receipt of each Support Incident, the Hyperscience support team will promptly confirm receipt of the Support Incident, open a problem ticket with a unique identifier (each, a “Problem Ticket”), and classify the Error in accordance with the priority level classifications below. Hyperscience may request additional information, if necessary, from the Customer in order to properly determine such classification. Hyperscience will use commercially reasonable efforts to respond to, but not fix, incidents depending on the gravity, set out below in the time periods described below:

NOTE: Priority 1 and 2 Error Support Incidents do not include development issues or problems in lower environments.

(b) Escalation Path:
Hyperscience will utilize an internal escalation system to automatically escalate Problem Tickets that have not received a response in accordance with the Response Time Service Levels set forth in the table in Section 5(a). Such Problem Ticket will proceed through the following escalation levels:

A. Customer Support Representative
B. Customer Success Manager
C. Director
D. Vice President

(c) Service Commitments:

(i) Hyperscience will provide support for all Support Incidents Monday through Friday, 9 a.m. ET to 5:30 p.m. ET (subject to Section 5(c)(iii)), and will provide support for Priority 1 and 2 Error Support Incidents on a 24/7 basis in accordance with the Response Time Service Levels set forth in Section 5(a). To submit a Support Incident to Hyperscience, Customer must submit a Problem Ticket, including a reasonably detailed description of the Error, to Hyperscience using the Hyperscience Customer Portal login provided during implementation.

(ii) Hyperscience observes the following U.S. holidays: New Year’s Day, President’s Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, the day after Thanksgiving Day, Christmas Eve Day, and Christmas Day. In addition to these holidays, Hyperscience’s offices are closed Christmas Eve Day through New Year’s Day. During the foregoing holidays and periods of office closure, and for Support Instances submitted outside of the Hyperscience standard support hours set forth in Sections 5(c)(i), Hyperscience will provide support for Priority 1 and 2 Error Support Instances on a 24/7 basis in accordance with the Response Time Service Levels set forth in Section 5(a) above, and will respond to Priority 3 Error Support Incident when Hyperscience’s offices re-open. Telephone and email support will be provided on an as-needed basis for Priority 1 and 2 Errors after a Problem Ticket has been submitted in accordance with Section 5(c)(i).

(iii) Customer shall timely provide any additional information regarding Errors and any related information reasonably requested by Hyperscience.

(d) Support Representatives:

Hyperscience and the Customer shall agree on named contact persons from the Customer who is entitled to report issues to Hyperscience’s support function. The number of contacts is determined by the Customer’s size. The support contact persons must have undergone relevant training in relation to the Hyperscience Platform. In case of changes in contacts, the Customer shall inform Hyperscience in writing.

Last updated: May 17, 2023