SLA POLICY (ENTERPRISE SAAS)

Arizona Jurisdiction

TABLE OF CONTENTS

1. Definitions
2. Uptime Commitment
3. Measurement and Exclusions
4. Service Credits
5. Chronic Failure and Termination Right
6. Claim Process
7. Maintenance Windows
8. Changes to SLA
9. Order of Precedence
10. Governing Law and Dispute Resolution
11. Arizona-Specific Provisions

1. DEFINITIONS

• Availability: (Total Minutes - Downtime) / Total Minutes in month.
• Downtime: Minutes when Production environment is unavailable to all Users due to Provider-controlled causes.
• Excluded Downtime: Scheduled Maintenance, force majeure, Customer-caused issues (AUP breaches, misuse), third-party networks outside Provider control, beta features, unsupported regions.
• Scheduled Maintenance: Planned maintenance with at least [X hours/days] prior notice, not exceeding [Y hours] per month.

2. UPTIME COMMITMENT

• Monthly Availability target: [99.9%] (or negotiated). Measured per calendar month per Production environment.

3. MEASUREMENT AND EXCLUSIONS

• Measured via Provider monitoring tools; Customer logs considered in good faith for validation.
• Exclude Downtime caused by Exclusions above and by incidents limited to non-Production environments.

4. SERVICE CREDITS

• Credits are Customer's sole and exclusive remedy for SLA failures, except as provided in Section 5.
• Credits apply to the month of failure; non-cumulative; cap at [one month] of fees for the affected service.

5. CHRONIC FAILURE AND TERMINATION RIGHT

• If Availability falls below [99.0%] in [2] of [3] consecutive months, Customer may terminate the affected Order on [30] days' notice and receive a pro-rata refund of prepaid unused fees.

6. CLAIM PROCESS

• Customer must submit a credit request within [30] days after the month in which the SLA shortfall occurred, with timestamps and descriptions.
• Provider reviews and responds within [15] days; validated credits apply to a future invoice.

7. MAINTENANCE WINDOWS

• Scheduled Maintenance: [day/time window, timezone]; emergency maintenance on notice as practicable.
• Maintenance announced via [status page/email].

8. CHANGES TO SLA

• Provider may update prospectively with [30] days' notice; material reductions require mutual agreement or give Customer a right to reject and retain prior SLA for current term.

9. ORDER OF PRECEDENCE

• This SLA is subject to the SaaS Agreement; if conflict, SaaS Agreement controls except where this SLA is expressly stated to govern Availability/credits.

10. GOVERNING LAW AND DISPUTE RESOLUTION

• Governing Law: This SLA shall be governed by and construed in accordance with the laws of the State of Arizona, without regard to its conflict of laws principles.
• Venue: The parties consent to exclusive jurisdiction and venue in the state and federal courts located in [Maricopa County / Pima County / Pinal County], Arizona.
• Jury Waiver: TO THE FULLEST EXTENT PERMITTED BY ARIZONA LAW, EACH PARTY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LITIGATION ARISING OUT OF OR RELATING TO THIS SLA. This waiver applies to any matter whatsoever arising out of or related to this SLA, including claims sounding in contract, tort, or otherwise.

11. ARIZONA-SPECIFIC PROVISIONS

• Trade Secrets: Any Confidential Information constituting trade secrets shall be protected in accordance with the Arizona Uniform Trade Secrets Act (A.R.S. Section 44-401 et seq.).
• Electronic Signatures: This SLA and related documents may be executed electronically in accordance with the Arizona Electronic Transactions Act (A.R.S. Section 44-7001 et seq.). Electronic signatures shall have the same legal effect as original signatures.
• Consumer Protection: Nothing in this SLA limits any rights Customer may have under the Arizona Consumer Fraud Act (A.R.S. Section 44-1521 et seq.), to the extent applicable.
• Limitation of Liability: The limitations of liability herein shall be enforced to the maximum extent permitted under Arizona law.