SLA Policy

1. INTRODUCTION

1.1 Purpose and Scope

This Service Level Agreement (“Agreement” or “SLA”) is entered into by and between Charged IT Solutions LLC (“Provider,” “Company,” “we,” “us,” or “our”), a limited liability company organized under the laws of Arizona, with its principal place of business at 14853 N 100th Pl, Scottsdale, AZ 85260 USA, and the client or customer (“Client,” “Customer,” “you,” or “your”) who has purchased or subscribed to our services as defined herein.

This Agreement sets forth the terms and conditions under which Provider will deliver and maintain the Services, including but not limited to cloud computing services, dedicated server solutions, managed services, and distributed denial of service (“DDoS”) protection services (collectively, the “Services”). This Agreement establishes the expected level of service performance, availability, reliability, responsibilities, and remedies.

1.2 Term and Termination

This Agreement shall commence on the date specified in the Order Form or upon activation of Services, whichever occurs first, and shall continue for the initial term as specified in the applicable Order Form (“Initial Term”). Following the Initial Term, this Agreement shall automatically renew for successive periods equal in length to the Initial Term (each a “Renewal Term”) unless either party provides written notice of non-renewal at least sixty (60) days prior to the end of the then-current term.

1.3 Definitions

For the purposes of this Agreement, the following terms shall have the meanings set forth below:

• “Availability” means the percentage of time during a calendar month that the Services are operational and accessible to Customer, excluding Scheduled Maintenance and Force Majeure Events.

• “Critical Incident” means an event that results in the complete unavailability of the Services to all users.

• “Downtime” means any period of time when the Services are not available, excluding Scheduled Maintenance and Force Majeure Events.

• “Force Majeure Event” means any act, event, or occurrence beyond the reasonable control of Provider, including but not limited to acts of God, natural disasters, war, riot, civil unrest, terrorism, labor disputes, failure of third-party services, power outages, internet connectivity issues not attributable to Provider, and governmental actions.

• “Incident” means any event that is not part of the standard operation of the Services and that causes, or may cause, an interruption or a reduction in the quality of the Services.

• “Order Form” means the document specifying the Services purchased by Customer, the applicable fees, and other terms specific to the Services.

• “Response Time” means the period of time between Provider’s receipt of notification of an Incident and Provider’s acknowledgment of the Incident.

• “Resolution Time” means the period of time between Provider’s acknowledgment of an Incident and the restoration of the Services to normal operation.

• “Scheduled Maintenance” means any maintenance performed by Provider on the Services during a pre-announced timeframe, typically during non-business hours.

• “Service Credits” means credits issued to Customer’s account as compensation for Provider’s failure to meet the Service Level Objectives specified in this Agreement.

• “Service Level Objectives” or “SLOs” means the quantitative standards of service performance set forth in this Agreement.

• “Severity Level” means the classification of an Incident based on its impact on the Services and Customer operations.

2. SERVICE COMMITMENTS

2.1 Service Availability

Provider guarantees that the Services will be available and operational according to the following Service Level Objectives:

Service Type	Availability SLO	Calculation Period
Cloud Computing Services	99.99%	Monthly
Dedicated Server Solutions	99.99%	Monthly
Managed Services	99.9%	Monthly
DDoS Protection Services	99.99%	Monthly

Availability shall be calculated using the following formula:

Availability = ((Total Minutes in Month - Downtime Minutes) / Total Minutes in Month) × 100%

For the avoidance of doubt, the Availability calculation excludes:

• Scheduled Maintenance periods;
• Force Majeure Events;
• Downtime caused by Customer’s actions or omissions;
• Downtime caused by Customer’s equipment, software, or third-party services not within Provider’s direct control;
• Downtime attributable to Customer’s breach of this Agreement or the Acceptable Use Policy.

2.2 Performance Metrics

Provider commits to maintaining the following performance metrics for the Services:

2.2.1 Cloud Computing Services

• Compute Resources: Provisioned resources will be available at the contracted capacity.
• Storage Performance:
  • Standard Storage: Minimum of 99.99% read/write availability
  • High-Performance Storage: Minimum of 99.95% read/write availability with latency not exceeding 50ms for 99% of operations
• Network Performance:
  • Uplink/Downlink Speeds: At least 95% of contracted bandwidth capacity available at all times
  • Packet Loss: Less than 0.1% within Provider’s network
  • Latency: Less than 15ms within Provider’s network

2.2.2 Dedicated Server Solutions

• Hardware Availability: 99.99% hardware component functionality
• Network Availability: 99.99% network uptime
• Power Availability: 100% power availability (through redundant power systems)

2.2.3 Managed Services

• Monitoring: 24/7/365 monitoring with 5-minute alert intervals
• Backup Services: 99.9% backup success rate for scheduled backups
• Patch Management: Critical security patches applied within 24 hours of release, following testing

2.2.4 DDoS Protection Services

• Attack Detection: Detection of volumetric attacks within 30 seconds
• Mitigation Activation: Automatic mitigation activated within 60 seconds of attack detection
• Traffic Filtering: Legitimate traffic delivery during mitigations with less than 10% false positives

2.3 Incident Response and Resolution

Provider shall respond to and resolve Incidents based on their Severity Level according to the following timeframes:

Severity Level	Description	Response Time	Resolution Time	Updates
1 - Critical	Complete Service unavailability affecting all users	15 minutes	2 hours	Every 30 minutes
2 - High	Major functionality impaired; significant performance degradation	30 minutes	4 hours	Every 1 hour
3 - Medium	Limited functionality impaired; minor performance degradation	2 hours	8 hours	Every 4 hours
4 - Low	Non-critical issues with minimal impact on Service functionality	4 hours	24 hours	Daily

Resolution Times represent targets and not guarantees. Provider shall use commercially reasonable efforts to resolve Incidents within the specified Resolution Times.

2.4 Support Services

Provider shall make available the following support services:

Support Tier	Hours of Operation	Communication Channels	Initial Response Time
Standard	24/7/365 for Critical/High Severity; Business Hours for Medium/Low	Email, Ticketing System	Critical: 2 hours High: 4 hours Medium: 8 hours Low: 24 hours
Premium	24/7/365 for all Severity Levels	Email, Ticketing System, Phone	Critical: 15 minutes High: 30 minutes Medium: 2 hours Low: 4 hours
Enterprise	24/7/365 for all Severity Levels	Email, Ticketing System, Phone, Dedicated Support Manager	Critical: 15 minutes High: 30 minutes Medium: 1 hour Low: 2 hours

2.5 Scheduled Maintenance

Provider reserves the right to perform Scheduled Maintenance on the Services. Provider shall:

1. Provide at least forty-eight (48) hours advance notice for routine maintenance.
2. Provide at least twenty-four (24) hours advance notice for urgent maintenance.
3. Schedule maintenance during non-business hours (typically between 12:00 AM and 5:00 AM in Customer’s local time zone) whenever possible.
4. Limit Scheduled Maintenance to a maximum of eight (8) hours per calendar month.

Emergency maintenance may be performed with shorter or no notice in the event of urgent security issues or to prevent imminent Service failure.

3. SERVICE LEVEL REMEDIES

3.1 Service Credits

In the event that Provider fails to meet the Service Level Objectives specified in this Agreement, Customer shall be eligible for Service Credits according to the following schedule:

3.1.1 Availability Service Credits

Service Type	Actual Availability	Service Credit (% of Monthly Fee)
Cloud Computing Services	99.9% to < 99.95%	5%
	99.5% to < 99.9%	10%
	99.0% to < 99.5%	15%
	< 99.0%	25%
Dedicated Server Solutions	99.5% to < 99.9%	5%
	99.0% to < 99.5%	10%
	98.5% to < 99.0%	15%
	< 98.5%	25%
Managed Services	99.5% to < 99.9%	5%
	99.0% to < 99.5%	10%
	98.5% to < 99.0%	15%
	< 98.5%	25%
DDoS Protection Services	99.5% to < 99.9%	5%
	99.0% to < 99.5%	10%
	98.5% to < 99.0%	15%
	< 98.5%	25%

3.2 Service Credit Request Process

To receive Service Credits, Customer must:

1. Submit a request within thirty (30) days of the end of the calendar month in which the failure to meet Service Level Objectives occurred.
2. Provide documented evidence of the Service Level Objective failure.
3. Submit the request via the Provider’s ticketing system or by emailing [[email protected]].

Provider will review Service Credit requests and respond within fifteen (15) business days. If approved, Service Credits will be applied to Customer’s account within thirty (30) days of approval.

3.3 Service Credit Limitations

1. Service Credits are Customer’s sole and exclusive remedy for Provider’s failure to meet Service Level Objectives.
2. Service Credits may not exceed 100% of Customer’s monthly fee for the affected Service in any calendar month.
3. Service Credits have no cash value and cannot be refunded.
4. Service Credits expire twelve (12) months after issuance if not used.
5. Service Credits do not apply to free trial services, beta services, or any services explicitly excluded from SLA coverage.
6. Customer shall not be eligible for Service Credits if Customer is in breach of this Agreement, including payment obligations.

4. CUSTOMER RESPONSIBILITIES

4.1 Account Security

Customer is responsible for:

1. Maintaining the confidentiality of all account credentials.
2. Implementing and maintaining appropriate security measures for its own systems and networks.
3. Promptly notifying Provider of any unauthorized access or security breaches.
4. Ensuring that all users comply with Provider’s Acceptable Use Policy.

4.2 Cooperation

Customer shall:

1. Provide reasonable assistance and information to Provider in the diagnosis and resolution of Incidents.
2. Designate at least one qualified technical contact with sufficient knowledge and authority to assist Provider with Incident resolution.
3. Maintain current contact information for designated technical contacts.
4. Respond to Provider’s requests for information in a timely manner.

4.3 Acceptable Use

Customer shall:

1. Comply with Provider’s Acceptable Use Policy, which is incorporated herein by reference.
2. Use the Services only for lawful purposes and in accordance with this Agreement.
3. Not use the Services in a manner that could interfere with or disrupt other customers’ use of the Services.
4. Not attempt to gain unauthorized access to the Services or Provider’s systems.

4.4 Payment Obligations

Customer shall:

1. Pay all fees in accordance with the payment terms specified in the Order Form.
2. Maintain current billing information.
3. Be responsible for all taxes associated with the Services, excluding taxes based on Provider’s net income.

5. DISCLAIMER AND LIMITATIONS

5.1 Warranty Disclaimer

EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. PROVIDER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

5.2 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PROVIDER BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, EVEN IF PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

PROVIDER’S MAXIMUM AGGREGATE LIABILITY UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER TO PROVIDER IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

5.3 Force Majeure

Neither party shall be liable for any failure or delay in performance under this Agreement due to Force Majeure Events. The affected party shall use commercially reasonable efforts to minimize the impact of Force Majeure Events and resume performance as soon as reasonably practicable.

9. DISPUTE RESOLUTION

9.1 Informal Resolution

The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement promptly by negotiation between executives with authority to settle the dispute.

9.2 Mediation

If the dispute has not been resolved by negotiation within thirty (30) days of the disputing party’s notice, the parties shall attempt to resolve the dispute through mediation under the rules of the American Arbitration Association or another mutually acceptable mediation service. The mediation shall take place in Scottsdale, Arizona.

9.3 Arbitration

If the dispute has not been resolved by mediation within sixty (60) days of the initiation of the mediation, the dispute shall be settled by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator with expertise in information technology services. The arbitration shall take place in Scottsdale, Arizona, and the language of the arbitration shall be English. The arbitrator’s decision shall be final and binding on the parties, and judgment on the award may be entered in any court of competent jurisdiction.

9.4 Injunctive Relief

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or Confidential Information pending the resolution of the dispute through mediation or arbitration.

10. GENERAL PROVISIONS

10.1 Entire Agreement

This Agreement, together with the Order Form and any other documents expressly incorporated herein by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter.

10.2 Amendments

No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.

10.3 Assignment

Neither party may assign this Agreement or any rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party, which consent shall not be unreasonably withheld; provided, however, that either party may assign this Agreement in its entirety, without the other party’s consent, to its successor in interest in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all of its assets or business. Any attempted assignment in violation of this Section shall be void.

10.4 Relationship of the Parties

The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.

10.5 Third-Party Beneficiaries

There are no third-party beneficiaries to this Agreement.

10.6 Notices

All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally, when sent by confirmed electronic mail, when sent by registered or certified mail (return receipt requested), or when sent by a nationally recognized overnight courier service, to the address specified in the Order Form or to such other address as either party may specify in writing.

10.7 Waiver

No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right.

10.8 Severability

If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.

10.9 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Arizona, without regard to its conflict of laws principles.

10.10 Survival

The provisions of this Agreement which by their nature should survive termination or expiration, including but not limited to, Sections 3 (Service Level Remedies), 5 (Disclaimer and Limitations), 6 (Confidentiality), 7 (Data Protection and Security), 9 (Dispute Resolution), and 10 (General Provisions), shall survive any termination or expiration of this Agreement.

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APPENDIX A: SERVICE-SPECIFIC TERMS

A.1 Cloud Computing Services

A.1.1 Resource Allocation

Provider shall provision and maintain the computing resources specified in the Order Form, including but not limited to virtual CPUs, memory, storage, and bandwidth. Resources shall be available for Customer’s use 24/7/365, subject to the availability guarantees in Section 2.1.

A.1.2 Data Backups

Unless explicitly stated otherwise in the Order Form, Provider’s standard backup policy applies, which includes:

1. Bi-weekly full snapshots, retained for four (4) weeks.

Customer is responsible for verifying the integrity and suitability of backups for its particular applications. Provider shall not be liable for data loss due to backup failures unless such failures result from Provider’s gross negligence or willful misconduct.

A.2 Dedicated Server Solutions

A.2.1 Hardware Specifications

Provider shall provide and maintain the physical hardware specified in the Order Form. Hardware shall conform to the specifications provided in the Order Form and shall be maintained in good working condition.

A.2.2 Hardware Replacement

In the event of hardware failure, Provider shall:

1. Begin diagnosis within one (8) hours of notification;
2. Replace failed components within twenty-four (24) hours of diagnosis for critical components (e.g., storage devices, power supplies); and
3. Replace failed components within seventy-two (72) hours of diagnosis for non-critical components.

A.2.3 Operating System Support

If Provider is responsible for operating system installation and maintenance, Provider shall:

1. Install and configure the operating system specified in the Order Form;
2. Apply security patches according to the schedule specified in Section 2.2.3; and
3. Provide basic troubleshooting and support for operating system issues.

A.4 DDoS Protection Services

A.4.1 Detection and Mitigation

Provider shall:

1. Continuously monitor Customer’s traffic for signs of DDoS attacks;
2. Automatically activate mitigation measures upon detection of attack signatures;
3. Filter malicious traffic while allowing legitimate traffic to pass through; and
4. Scale mitigation capabilities as needed to counter attacks of increasing size and complexity.

A.4.2 Traffic Analysis

Provider shall:

1. Analyze attack patterns and vectors;
2. Provide Customer with reports of attack characteristics, including duration, size, and type;
3. Recommend mitigation strategies for recurring attack patterns; and
4. Continuously update detection and mitigation capabilities based on evolving threats.

A.4.3 Clean Traffic Delivery

Provider shall:

1. Maintain sufficient capacity to absorb and mitigate large-scale DDoS attacks;
2. Minimize latency impact during mitigation activities; and
3. Minimize false positives in traffic filtering.

11. ACKNOWLEDGMENT AND ACCEPTANCE OF TERMS

BY USING OUR SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS PRIVACY POLICY AND THAT YOU AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THE TERMS OF THIS PRIVACY POLICY, PLEASE DO NOT USE OUR SERVICES.