Templates Contracts Agreements SLA Policy (Enterprise SaaS) (New York)
New York Contracts Agreements
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SLA POLICY (ENTERPRISE SAAS)

New York 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. New York-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

Monthly Availability Credit (% of monthly fee for affected service)
< 99.9% to ≥ 99.5% [5%]
< 99.5% to ≥ 99.0% [10%]
< 99.0% [15%]
  • 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 New York, without regard to its conflict of laws principles. Pursuant to N.Y. Gen. Oblig. Law section 5-1401, the parties agree that New York law shall govern this SLA regardless of whether the transaction bears a reasonable relation to New York.
  • Venue: The parties consent to exclusive jurisdiction and venue in the state and federal courts located in [New York County (Manhattan) / Kings County], New York. Pursuant to N.Y. Gen. Oblig. Law section 5-1402, the parties agree to submit to the jurisdiction of New York courts.
  • Jury Waiver: EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE NEW YORK LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SLA OR THE TRANSACTIONS CONTEMPLATED HEREBY. Each party certifies that this waiver is made voluntarily, with full knowledge of the legal consequences.

11. NEW YORK-SPECIFIC PROVISIONS

  • Trade Secrets: Any Confidential Information constituting trade secrets shall be protected in accordance with the federal Defend Trade Secrets Act (18 U.S.C. sections 1836 et seq.) and applicable New York common law regarding trade secret protection.
  • Electronic Signatures: This SLA and related documents may be executed electronically in accordance with the New York Electronic Signatures and Records Act (N.Y. State Tech. Law Article 3, sections 302-309). Electronic signatures shall have the same legal effect as original signatures.
  • Choice of Law Validation: If the amounts involved in this SLA equal or exceed $250,000, the choice of New York law is validated pursuant to N.Y. Gen. Oblig. Law section 5-1401.
  • Commercial Reasonableness: The limitations and exclusive remedies set forth herein are commercially reasonable and reflect a fair allocation of risk consistent with New York contract law principles.
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