Service Level Agreement
HEMA AI INC.
Service Level Agreement
Last Updated: June 13, 2026
This Service Level Agreement (this "SLA") is incorporated into and forms part of the Master Subscription Agreement or other written agreement between Hema AI Inc. ("Hema AI") and Customer that references this SLA (the "Agreement"). Hema AI is a corporation incorporated under the laws of the State of Delaware, United States of America, with its registered office at 131 Continental Dr, Suite 305, Newark, Delaware 19713. Capitalized terms used but not defined in this SLA shall have the meanings ascribed to them in the Agreement.
Table of Contents
1. Definitions
2. Uptime Commitment
3. Service Credits
4. Service Credit Request Procedure
5. Exclusions and Exceptions
6. Scheduled Maintenance
7. Incident Communication
8. Limitations
9. General
1. Definitions
The following terms shall have the meanings set forth below when used in this SLA:
| Defined Term | Definition |
|---|---|
| "Downtime" | A period of consecutive minutes during which a Service is completely unavailable and cannot be accessed over the public Internet by Customer or its Users, due solely to bugs in Hema AI-provided software or failures of Hema AI-managed infrastructure, excluding any period of unavailability resulting in whole or in part from an Exception. |
| "Downtime Minutes" | With respect to a Service and a given calendar month, the total number of non-overlapping minute-long periods of uninterrupted Downtime of such Service in such calendar month, calculated by aggregating all non-overlapping periods of Downtime and expressing the result in minutes. |
| "Exception" | Any period of unavailability or degradation of a Service caused, in whole or in part, by any of the following: (i) Customer's or any User's acts or omissions, including misuse of the Services, failure to follow Hema AI's documentation or reasonable instructions, or any violation of the Agreement; (ii) issues with Internet connectivity, telecommunications networks, or routing beyond Hema AI's network demarcation point; (iii) failure, interruption, outage, or other problem with any software, hardware, system, network, facility, or service not supplied or managed by Hema AI, including any Third-Party Platform or AI Platform; (iv) Scheduled Maintenance; (v) suspension of a Service by Hema AI in accordance with the Agreement, including in response to a Security Incident, malware, abuse, or non-payment; (vi) events of Force Majeure as defined in the Agreement; or (vii) use of Trials and Betas or other free or evaluation access. |
| "Monthly Uptime Percentage" | With respect to a Service and a given calendar month, a percentage calculated as follows: [(Total Minutes – Downtime Minutes) ÷ Total Minutes] × 100. For example, if a Service experiences 60 Downtime Minutes in a 30-day month (43,200 Total Minutes), the Monthly Uptime Percentage would be approximately 99.86%. |
| "Scheduled Maintenance" | Any period of planned maintenance, upgrades, or modifications to the Hema AI platform or infrastructure of which Hema AI provides Customer with at least forty-eight (48) hours' prior notice by email or through the Services (or, in the case of emergency maintenance required to address a critical security vulnerability or imminent system failure, as much advance notice as is reasonably practicable under the circumstances). |
| "Service Credit" | A credit applied to Customer's account, calculated in accordance with Section 3 of this SLA, representing Customer's sole and exclusive remedy for Hema AI's failure to meet the Uptime Target in a given calendar month. |
| "Total Minutes" | With respect to a calendar month, the total number of minutes in such calendar month (e.g., 43,200 minutes in a 30-day month, 44,640 minutes in a 31-day month, and 40,320 minutes in February of a non-leap year). |
| "Uptime Target" | A Monthly Uptime Percentage of 99.9% or greater for each Service during each calendar month of the Term, as further described in Section 2. |
2. Uptime Commitment
2.1 Uptime Target. Hema AI will use commercially reasonable efforts to ensure that each Service achieves a Monthly Uptime Percentage of 99.9% or greater (the "Uptime Target") during each calendar month of the Term. The Uptime Target represents Hema AI's commitment to Service availability and does not constitute a guarantee of uninterrupted or error-free access to the Services.
2.2 Measurement. Hema AI shall measure Monthly Uptime Percentage on a per-Service, per-calendar-month basis using Hema AI's internal monitoring systems and logs, which shall serve as the authoritative source for uptime calculations in the absence of clear evidence of error. Hema AI may publish Service status information at a status page accessible at www.tryhema.com/status (or such other URL as Hema AI may designate from time to time).
2.3 Sole Remedy. In the event that Hema AI fails to achieve the Uptime Target with respect to any Service in any calendar month, Customer's sole and exclusive remedy shall be to submit a claim for a Service Credit in accordance with the procedures set forth in Section 4 of this SLA. For the avoidance of doubt, Service Credits are Customer's exclusive remedy for any failure to meet the Uptime Target, and Hema AI shall have no other liability to Customer arising from such failure, subject to the terms of the Agreement.
3. Service Credits
3.1 Credit Calculation. If Hema AI fails to satisfy the Uptime Target with respect to any Service in a given calendar month, and Customer submits a valid and timely Service Credit claim in accordance with Section 4, Hema AI shall issue a Service Credit to Customer calculated as follows: the applicable Service Credit percentage set forth in the table below, multiplied by the Fees paid or payable by Customer for the affected Service(s) for the applicable calendar month.
| Monthly Uptime Percentage | Severity Level | Service Credit |
|---|---|---|
| Less than 99.9% but greater than or equal to 99.0% | Minor Degradation | 5% of the monthly Fees for the affected Service(s) |
| Less than 99.0% but greater than or equal to 95.0% | Significant Degradation | 7% of the monthly Fees for the affected Service(s) |
| Less than 95.0% | Critical Outage | 10% of the monthly Fees for the affected Service(s) |
3.2 Credit Application. Hema AI shall apply any confirmed Service Credit to Customer's next invoice issued after the Service Credit has been confirmed, provided that: (a) Customer's account is fully paid up and in good standing at the time of application; (b) there are no outstanding payment disputes with respect to Customer's account; and (c) Customer's account remains active. Service Credits have no cash value, are non-transferable, and may not be exchanged for cash or any other form of compensation. Service Credits expire and are forfeited if Customer's account is terminated or lapses before such credits are applied.
3.3 Maximum Credit. The total aggregate Service Credits that may be issued to Customer with respect to any single calendar month shall not exceed ten percent (10%) of the monthly Fees paid or payable by Customer for the affected Service(s) for such month, regardless of the number of separate incidents or Downtime periods occurring in such month. Service Credits shall not be cumulative across months.
4. Service Credit Request Procedure
4.1 Submission Requirements. To be eligible to receive a Service Credit, Customer must submit a written Service Credit claim by email to info@tryhema.com. Each claim must be received by Hema AI no later than thirty (30) calendar days after the end of the calendar month in which the failure to meet the Uptime Target occurred. Claims submitted after this deadline will not be eligible for a Service Credit, regardless of the underlying facts.
4.2 Required Information. Each Service Credit claim must include all of the following:
1. the words "Service Credit Request" in the subject line of the email;
2. the name of the affected Service(s) and the calendar month to which the claim relates;
3. the specific dates and times (including time zone) of each instance of Downtime for which a Service Credit is claimed;
4. the approximate duration of each Downtime period;
5. reasonable supporting evidence demonstrating the Downtime, which may include server logs, error messages, screenshots, third-party monitoring reports, or other contemporaneous records; and
6. a brief description of the impact of the Downtime on Customer's use of the Services.
4.3 Hema AI Review. Upon receipt of a complete and timely Service Credit claim, Hema AI shall review the claim and the relevant internal monitoring data within a reasonable time (generally within fifteen (15) business days). If Hema AI confirms that the Uptime Target was not achieved in the relevant month, Hema AI shall calculate the applicable Service Credit in accordance with Section 3.1 and notify Customer in writing of the amount of the Service Credit to be applied. If Hema AI disputes Customer's claim, Hema AI shall provide Customer with a written explanation of the basis for such dispute.
4.4 Dispute Resolution. If the Parties are unable to resolve a dispute regarding a Service Credit claim within thirty (30) days of Hema AI's written response, the dispute shall be resolved in accordance with the dispute resolution provisions of the Agreement.
5. Exclusions and Exceptions
5.1 General Exclusions. The Uptime Target and any Service Credit obligations under this SLA shall not apply to, and no Service Credit shall be issued for, any period of unavailability or degradation that constitutes, results from, or is caused in whole or in part by, an Exception as defined in Section 1.
5.2 Partial Availability. Degraded performance or partial unavailability of the Services — including periods in which certain features or functions of the Services are unavailable while core functionality remains accessible — shall not constitute Downtime for the purposes of this SLA unless the Service as a whole is completely inaccessible to Customer and its Users.
5.3 Beta and Free-Tier Services. The Uptime Target and Service Credit provisions of this SLA do not apply to any Trials and Betas, free-tier features, or other evaluation access to the Services, which are provided on an as-is basis without any availability commitment.
6. Scheduled Maintenance
6.1 Advance Notice. Hema AI shall use commercially reasonable efforts to schedule maintenance, upgrades, and other planned downtime outside of peak usage hours and to provide Customer with at least forty-eight (48) hours' advance written notice (by email or through the Services' status page) of any Scheduled Maintenance that is reasonably expected to result in Service unavailability or material degradation.
6.2 Emergency Maintenance. Notwithstanding Section 6.1, Hema AI reserves the right to perform emergency maintenance at any time without advance notice where such maintenance is required to address a critical security vulnerability, prevent an imminent system failure, or respond to an active Security Incident. Hema AI shall use reasonable efforts to notify Customer as promptly as practicable under the circumstances and to minimize the duration and impact of any such emergency maintenance.
6.3 Exclusion from Downtime. All periods of Scheduled Maintenance (including emergency maintenance) are Exceptions and are excluded from the calculation of Downtime Minutes and the Monthly Uptime Percentage for purposes of this SLA.
7. Incident Communication
7.1 Status Page. Hema AI shall maintain a publicly accessible Service status page at www.tryhema.com/status (or such other URL as Hema AI may designate from time to time), which shall provide real-time and historical information regarding the availability and performance of the Services, including information about ongoing and resolved incidents.
7.2 Incident Notification. In the event of any unplanned Downtime or significant Service degradation, Hema AI shall use commercially reasonable efforts to: (a) post an initial notice on the status page within sixty (60) minutes of Hema AI becoming aware of the incident; (b) provide periodic status updates at reasonable intervals until the incident is resolved; and (c) post a post-incident summary or root-cause analysis within five (5) business days of resolution for incidents resulting in Downtime of sixty (60) minutes or more.
7.3 Customer-Reported Incidents. If Customer believes it is experiencing Downtime that has not been reported on the status page, Customer should report the incident to Hema AI promptly by emailing info@tryhema.com or through the support portal at www.tryhema.com/support. Prompt reporting assists Hema AI in investigating and resolving incidents and supports the integrity of the Service Credit claims process.
8. Limitations
8.1 Exclusive Remedy. Service Credits constitute Customer's sole and exclusive remedy, and Hema AI's entire liability, for any failure to meet the Uptime Target under this SLA. Nothing in this SLA shall be construed to limit or modify the limitations of liability, disclaimers of warranties, or indemnification provisions set forth in the Agreement, all of which apply fully to this SLA.
8.2 No Cash Value. Service Credits have no cash redemption value and may only be applied as a credit against future Fees. Service Credits may not be transferred, assigned, exchanged for cash, or applied against outstanding balances or past-due amounts.
8.3 No Waiver. The issuance of a Service Credit shall not constitute an admission by Hema AI of any fault, negligence, breach of contract, or liability, and shall not waive or limit any other rights or remedies available to either Party under the Agreement.
9. General
9.1 Governing Law. This SLA is governed by and shall be construed in accordance with the laws of the State of Delaware and applicable federal laws of the United States, consistent with the governing law provisions of the Agreement.
9.2 Amendments. Hema AI reserves the right to update or modify this SLA from time to time. Hema AI will post the updated SLA at www.tryhema.com/legal/service-level-agreement and will provide Customer with at least thirty (30) days' prior written notice of any material changes. Updated versions of this SLA will take effect at the commencement of the next Order Renewal Term occurring at least thirty (30) days after the date of notice, unless the Parties agree otherwise in writing.
9.3 Relationship to Agreement. This SLA is incorporated into and forms part of the Agreement. In the event of any conflict between this SLA and the Agreement, the Agreement shall govern, except where this SLA expressly provides otherwise. Capitalized terms used but not defined in this SLA shall have the meanings assigned to them in the Agreement.
9.4 Contact. For any questions regarding this SLA, to report a Service incident, or to submit a Service Credit claim, please contact Hema AI at:
Hema AI Inc.
131 Continental Dr, Suite 305
Newark, Delaware 19713, United States of America
Email: info@tryhema.com
Support: www.tryhema.com/support
Status: www.tryhema.com/status
| This Service Level Agreement was adopted by Hema AI Inc., a Delaware corporation, effective June 13, 2026. Delaware File Number: 10586210. Registered Office: 131 Continental Dr, Suite 305, Newark, Delaware 19713, United States of America. |
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Hema AI Inc. | 131 Continental Dr, Suite 305, Newark, Delaware 19713 | info@tryhema.com | www.tryhema.com