This Service Level Agreement (“SLA“) is incorporated by reference into the Master Services Agreement (“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 (“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:
| Service Availability | Credit as a Percentage of Monthly Pro Rated Fees |
|---|---|
| 97.0-99% | 10% |
| 95.0-97.0% | 15% |
| 90.0-95.0% | 20% |
| <90% | 25% |
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. SERVICE LEVELS
(a) Support Obligations
i. Customer shall promptly report any reproducible problems or errors with the Software (each, an “Error”) to Hyperscience in accordance with this Service Level Agreement (each, a “Support Incident”). To submit a Support Incident to Hyperscience, Customer must submit a reasonably detailed description of the Error to Hyperscience using the Hyperscience Customer Portal login provided during implementation. Upon receipt of each Support Incident, the Hyperscience support team will promptly confirm receipt of the Support Incident, and classify the Error in accordance with the priority level classifications below. Hyperscience may request additional information from the Customer in order to properly determine such classification. Hyperscience will use commercially reasonable efforts to meet the Response Time Service Levels below based upon the contracted support tier of the Customer outlined in section 6(a).
ii. Support Incident Priority Descriptions
| Priority | Description |
|---|---|
| 1 | Critical issue: Document processing is completely unavailable, or system performance is consistently below required levels for an extended period and no workaround exists. |
| 2 | Degraded service: Intermittent issues and reduced quality of performance. A workaround may be available. |
| 3 | General Issue: The Software is operational but non-critical features are unavailable. Includes all issues with lower environments (ex. development, UAT) |
NOTE: Priority 1 and 2 Error Support Incidents do not include development issues or problems in non-production environments.
(b) Escalation Path
i. Hyperscience will utilize an internal escalation system to automatically escalate Support Issues that have not received a response in accordance with the Response Time Service Levels set forth in the table above. Such Support Issues will proceed through the following escalation levels:
- Customer Support Contact
- Customer Success Manager
- Director
- Vice President
(c) Service Commitments
i. Hyperscience will provide support for all Support Incidents Monday through Friday, 2:30 a.m. to 5:30 p.m EST subject to section 5(c)(ii) below (“Business Hours”), and will provide 24-hour support for Priority 1 and 2 Error Support Incidents in accordance with the Response Time Service Levels and Customer Support Tier set forth in Section 6(a) (Response SLAs) below.
ii. Hyperscience observes the following global company holidays: New Year’s Eve Day, New Year’s Day, Christmas Eve Day, and Christmas 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) above, Hyperscience will provide support for Priority 1 and 2 Error Support Instances on a 24-hour basis in accordance with the Response Time Service Levels and Customer Support Tier set forth in Section 6(a) (Response SLAs) below, and will respond to Priority 3 Error Support Incident when Hyperscience’s offices reopen. Telephone and email support will be provided on an as-needed basis for Priority 1 and 2 Errors after a Support Incident has been submitted in accordance with Section 5(c)(i) above.
iii. Customer shall timely provide any additional information regarding Errors and any related information reasonably requested by Hyperscience.
(d) Support Contact. Hyperscience and the Customer shall agree on named contact persons from the Customer who are entitled to report issues to Hyperscience’s support function. The number of contacts is determined by the Customer’s Support Tier. 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.
6. ENTITLEMENTS
(a) Support Tier Entitlements
| Signed After May 31, 2024 | Signed On/Before May 31, 2024 | |||
| Basic | Standard | Enterprise | Legacy | |
| Features | ||||
| Customer Portal | X | X | X | X |
| Email Support | X | X | X | X |
| Knowledge Base | X | X | X | X |
| Live Issue Support | - | X | X | X |
| Governance | ||||
| Support Account Manager | Pooled | Named | Named | - |
| Support Performance Review | - | Quarterly | Monthly | - |
| Infrastructure and Risk Assessment | - | Annually | Semi-Annually | - |
| Support Characteristics | ||||
| New Versions / Updates / Fixes | X | X | X | X |
| Install / Upgrade Support | - | 1 per year | 2 per year | X |
| # of Designated Support Contacts | 5 | 15 | Unlimited | Unlimited |
| Prioritized Responses | X | X | X | - |
| 24x7 Availability | P1 | P1 & P2 | P1 & P2 | P1 & P2 |
| Data Retention | 30 days | 30 days | 30 days | 30 days |
| Response SLAs | ||||
| P1 | ||||
| Availability | 24x7 | 24x7 | 24x7 | 24x7 |
| Response Time | 4 Hours | 2 Hours | 1 Hour | 1 Hour |
| P2 | ||||
| Availability | 24x5 | 24x7 | 24x7 | 24x7 |
| Response Time | 8 Hours | 4 Hours | 2 Hours | 2 Hours |
| P3 | ||||
| Availability | Business Hours | Business Hours | Business Hours | Business Hours |
| Response Time | 16 Hours | 8 Hours | 4 Hours | 8 Hours |
(b) Commencement of Entitlements. Commencement of entitlements in accordance with Customer’s Support Tier will occur at 9:00 a.m. EST on the business day following receipt of a fully executed order between Hyperscience and the Customer.
(c) Upgrades. Hyperscience regularly updates the Services to the newest release through updates, patches and service packs. Hyperscience will treat such updates as Scheduled Downtime. Unless agreed by Hyperscience in writing, Customers must not prevent or delay such updates. Integrations with third party systems not provided by the Service itself are the sole responsibility of Customer.
7. RESERVATION OF RIGHTS
(a) Hyperscience reserves the right to modify the terms of this Service Level Agreement from time to time without notice to Customer. Customer may view the then-current Service Level Agreement at hyperscience.com/sla.
(b) Hyperscience reserves the right to deploy additional entitlements to one, or more, Support Tiers from time to time without notice to Customer. Customer may view the then-current Service Level Agreement at hyperscience.com/sla.
(c) Customer’s continued use of the Software shall constitute its acceptance of such terms and entitlements.
Last updated: August 19, 2025