SLA POLICY (ENTERPRISE SAAS)

Texas 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. Texas-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 Texas, 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 [Travis County (Austin) / Harris County (Houston) / Dallas County / Bexar County (San Antonio)], Texas. Each party waives any objection to venue in such courts and any claim of inconvenient forum.
• Jury Waiver: TO THE FULLEST EXTENT PERMITTED BY TEXAS LAW, EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS SLA. Each party acknowledges that this waiver is a material inducement for the other party's agreement to this SLA.

11. TEXAS-SPECIFIC PROVISIONS

• Trade Secrets: Any Confidential Information constituting trade secrets shall be protected in accordance with the Texas Uniform Trade Secrets Act (Tex. Civ. Prac. & Rem. Code Chapter 134A). Misappropriation of trade secrets may result in injunctive relief and damages as provided under Texas law.
• Electronic Signatures: This SLA and related documents may be executed electronically in accordance with the Texas Uniform Electronic Transactions Act (Tex. Bus. & Com. Code Chapter 322). Electronic signatures shall be legally binding and enforceable to the same extent as original signatures.
• Freedom of Contract: The parties acknowledge that Texas law strongly favors freedom of contract between commercial parties, and the terms of this SLA represent a negotiated, arm's-length agreement.
• Waiver of Consumer Protections: To the extent Customer is acting in a commercial capacity, Customer waives any protections under the Texas Deceptive Trade Practices-Consumer Protection Act (Tex. Bus. & Com. Code Chapter 17, Subchapter E) to the extent permitted by section 17.49 thereof.
• Prevailing Party: In any action to enforce this SLA, the prevailing party shall be entitled to recover its reasonable attorneys' fees and costs in accordance with Texas law.