Service Level Agreement

1.1. Support Hours: Company will provide technical support to Customer designated support contact persons. General support hours will be 8:30am EST – 5:30pm EST.

1.2. Customer Contacts: Customer will appoint designated support contact persons (up to two) for purposes of contacting Company’s support team regarding Support issues.

1.3. Company Contacts: Company will provide Customer with contact details for up to two senior individuals to whom high severity support issues can be escalated. Contact with such persons shall be made only by Customer’s senior officer(s).

1.4. High Severity Issues: Customer will request support for high severity issues by phone.

2.1. Company will address support issues that can be reproduced by Company in accordance with the table below. Company will solely determine the severity level assigned to support issues. Customer requested enhancements, customization, and modifications are not support issues.

2.2. Severity Level Descriptions: “Mission-critical” means any problem that results in Customer users being unable to complete materially important business transactions via MADTECH.AI.

2.3. Resolution. Technical support issues meeting the severity level descriptions set forth above will be addressed as set forth below:

3.1. Uptime. Company shall use commercially reasonable efforts to maintain 99.5% uptime with respect to MADTECH.AI during each calendar month of the term of this Agreement. The remaining 0.5% up to 1% may include planned maintenance, unplanned outages, and other factors that can cause user downtime. For the avoidance of doubt, uptime is measured solely with respect to the core MADTECH.AI platform infrastructure under Company’s direct control and excludes any downtime attributable to Linked Platforms, Customer Content, third-party services, Customer’s network or equipment, or any other factor outside Company’s reasonable control.

3.2. Regularly Scheduled Maintenance. Regularly scheduled maintenance time less than three (3) hours each quarter does not count as downtime. Maintenance time is regularly scheduled if it is communicated at least two (2) full business days in advance of the maintenance time. Regularly scheduled maintenance time typically is communicated at least one (1) week in advance, scheduled to occur at night on the weekend, and takes less than three (3) hours each quarter.

3.3. Service Credit. If Company fails to meet the Uptime Commitment in any calendar month, Customer shall be entitled to a service credit ("Service Credit") as its sole and exclusive remedy for any failure to meet the uptime commitment, and Customer hereby waives any and all other claims or remedies with respect thereto. The Service Credit will be calculated as 10% (ten percent) of the monthly recurring fees for the affected Service, up to a maximum aggregate Service Credit of 50% of monthly recurring fees in any calendar month. To receive a Service Credit, Customer must submit a request in writing to Company within thirty (30) days from the end of the month in which the Uptime Commitment was not met. The request must include the dates and times of the claimed downtime and reasonable supporting documentation. Failure to submit a request within this timeframe will result in a forfeiture of the right to receive the Service Credit. Service Credits are not redeemable for cash and will be applied to the next invoice payable by Customer.

3.4. Notwithstanding any other provision in this Agreement, the uptime commitment shall not apply to any unavailability, suspension, or termination of the services that is caused by factors outside the Company’s control, such as but not limited to (a) scheduled or emergency maintenance; (b) Force Majeure events; (c) failures or delays caused by the Customer, its users, or its equipment; (d) the failure of third-party services, networks, or internet providers outside of the Company’s direct control; or (e) any suspension of service authorized by this Agreement.

4.1. Error means any AI-generated output that is materially inaccurate, incomplete, or inconsistent with the Customer’s input instructions.

4.2. False Reference means outputs containing citations or references to non-existent sources.

4.3. Hallucination means any AI-generated statement that is factually false, fabricated, or not supported by the source materials provided to or cited by the AI Service.

4.4. The following chart sets forth the Services to which this SLA applies, the applicable performance metrics:

4.6. Measurement and Reporting.

• Customer shall measure and monitor the performance metrics set forth above using reasonable tools and methodologies. Samples shall be selected using simple random sampling or stratified random sampling across output categories. Stratified samples shall reflect the proportional distribution of output types, including queries, document and table drafting, content production, summarization, and Q&A outputs. Samples shall be distributed across the full measurement period and shall not be concentrated in any single week or time window.
• Customer may provide Company with a non-performance report within thirty (30) days after the end of any calendar month, detailing any failures of the AI Service against each of the performance metrics (each an “SLA Performance Report”).
• If Company disputes any item in the SLA Performance Report, Company will provide Customer with a written and detailed description of such dispute and the parties will work together in good faith to resolve such dispute. If such dispute is not resolved within five (5) business days, the parties will resolve the dispute pursuant to the dispute resolution process in the Master Agreement.

4.7. Remedy. If Company fails to meet the above performance metrics in three consecutive calendar months or four times in any rolling twelve-month period, and such failure is not attributable to the quality of Customer Content, Linked Platforms, or third-party data sources, Customer may, as its sole and exclusive remedy for performance metrics failures, terminate the Agreement upon sixty (60) days’ written notice, without penalty or the payment of any termination fee; provided that Company shall have a thirty (30) day cure period following receipt of such notice to remedy the performance deficiency, and if Company cures the deficiency during such period, Customer’s termination notice shall be deemed withdrawn.

The following issues are outside the scope of support services:

5.1. Failure of, or issues arising from Linked Platforms, Customer Content or third-party sources outside the reasonable control of Company;

5.2. Negligent or intentional misuse of MADTECH.AI by Customer;

5.3. Scheduled Maintenance or Emergency Maintenance; and

5.4. Issues with Customer’s hardware, software, network connectivity, or other technology.

5.5. Any degradation of AI performance metrics (including Error Rate, Hallucination Rate, and False Reference Rate) attributable in whole or in part to the quality, completeness, accuracy, or legality of Customer Content, Linked Platform data, or third-party data sources shall not constitute a failure by Company to meet its obligations under this SLA.