Service Level Agreement
This Service Level Agreement (this "SLA") is entered into between [CUSTOMER LEGAL NAME] ("Customer") and JIL Sovereign Technologies, Inc. ("Provider"), and forms part of the Master Services Agreement between the parties (the "MSA"). Capitalized terms not defined herein have the meaning set forth in the MSA.
1. Definitions
- "Service" means the production instance of the AVA™ Pro / AVA™ Pro+ platform, the customer-facing portals at admin.jilsovereign.com and retail.jilsovereign.com, and the application programming interfaces and supporting infrastructure subscribed to under the Order Form.
- "Monthly Uptime Percentage" means total minutes in a calendar month minus Excluded Minutes minus Service Unavailability Minutes, divided by total minutes in a calendar month minus Excluded Minutes.
- "Excluded Minutes" means time during scheduled Maintenance Windows, time attributable to Force Majeure events, and time attributable to Customer-side issues (Customer's network, Customer's misconfiguration of Customer-controlled resources).
- "Service Unavailability" means failure of the Service to respond to a synthetic health check from the public internet for two (2) consecutive minutes within a five (5) minute window.
- "Severity 1" through "Severity 4" have the meanings in Section 4.
2. Availability Commitment
| Tier | Monthly Uptime | Service Credit Cap |
|---|---|---|
| Standard | 99.5% (~3.65 hours unavailable per month) | 30% of monthly subscription fee |
| Enterprise | 99.9% (~43 minutes unavailable per month) | 50% of monthly subscription fee |
| Enterprise Plus | 99.95% (~22 minutes unavailable per month) | 100% of monthly subscription fee |
3. Service Credits
| Monthly Uptime Achieved | Service Credit |
|---|---|
| Below committed tier but at or above 99.0% | 10% of monthly fee for the affected service |
| Below 99.0% but at or above 95.0% | 25% of monthly fee for the affected service |
| Below 95.0% | 50% of monthly fee for the affected service, subject to the cap |
Service Credits are Customer's sole and exclusive remedy for failure of the availability commitment. Credits are issued upon Customer's written request submitted within thirty (30) days of the end of the month giving rise to the claim. Credits are applied against future invoices.
4. Severity Tiers and Response
| Severity | Definition | Initial Response | Status Cadence |
|---|---|---|---|
| SEV-1 - Critical | Service is unavailable in production for all Customer users, or PHI integrity is at risk. | Within 30 minutes | Every 60 minutes until resolved or downgraded |
| SEV-2 - Major | Material feature is unavailable; workaround exists but degrades operations significantly. | Within 4 business hours | Daily |
| SEV-3 - Minor | Non-material feature impaired; workaround acceptable. | Within 1 business day | Weekly |
| SEV-4 - Informational | Question, documentation request, or feature request. | Within 2 business days | As needed |
5. Maintenance
Provider will perform planned maintenance during a defined weekly Maintenance Window. Provider will provide at least seven (7) days' advance notice of planned maintenance expected to result in Service Unavailability and at least 24 hours' advance notice of all other planned maintenance. Emergency maintenance may be performed with shorter or no advance notice; Provider will use commercially reasonable efforts to minimize Customer impact.
6. Support Channels and Hours
- SEV-1: 24x7 telephonic and ticket; named on-call Customer Liaison.
- SEV-2: 24x5 ticket (Monday through Friday business hours of the Customer's principal office).
- SEV-3 and SEV-4: business-hour ticket.
7. Exclusions
The availability commitment does not apply to:
- force majeure events as defined in the MSA;
- Customer's network, equipment, software, or configuration of Customer-controlled resources;
- actions taken by Customer in violation of the MSA;
- third-party services not subprocessed by Provider;
- scheduled or notified emergency maintenance windows; and
- beta or pre-release features clearly marked as such.
8. Reporting
Provider will publish operational status on a customer-facing status page and will provide quarterly availability reports to Enterprise and Enterprise Plus tier Customers upon request. Provider will permit Customer-initiated synthetic monitoring in accordance with reasonable rate limits.
9. Termination Right
If the Service achieves Monthly Uptime below 95.0% for any three (3) consecutive months or any four (4) months in a twelve (12) month period, Customer may terminate the affected service order without penalty for the remainder of the then-current term, with a pro-rata refund of any prepaid fees attributable to the post-termination period.