General_Terms_and_Conditions_Data_Protection_and_AI.pdf

CITY OF TUCSON

GENERAL TERMS AND CONDITIONS

DATA PROTECTION AND ARTIFICIAL INTELLIGENCE

ARTICLE 1. DEFINITIONS

As used in these Terms and Conditions, the following terms shall have the meanings set forth below:

1. "Breach" means the unauthorized acquisition, access, use, or disclosure of City Data that compromises the security, confidentiality, or integrity of such data.

2. "Certificate of Destruction" means a written certification executed by Vendor or its

Subcontractor confirming the secure and complete deletion of all City Data in accordance with industry-standard data sanitization methods.

3. "City" means the City of Tucson, Arizona, a municipal corporation.

4. "City Data" means all data, information, records, and materials, in any form or medium, owned by, generated for, provided to, or otherwise in the possession or control of the City, including all derivative data, analytics, insights, usage metrics, and outputs created through City systems or by Vendor.

5. "Discovery" means the point in time when Vendor first becomes aware, or reasonably should have become aware, of facts or circumstances indicating that an Incident or

Breach has occurred or may have occurred.

6. "Incident" means any event that actually or potentially jeopardizes the confidentiality, integrity, or availability of City Data, including but not limited to unauthorized access attempts, system intrusions, malware infections, or operational disruptions.

7. "Output Retention" means the storage and preservation of AI-generated responses, including both system outputs and associated user prompts, for a specified period following generation. Output Retention encompasses: (a) all text, data, recommendations, analyses, or other content produced by an AI system in response to user inputs, together with the prompts or queries that generated such outputs; (b) the timeframe during which outputs and prompts remain accessible; (c) authorized uses of retained outputs; (d) access controls; and (e) secure deletion or anonymization procedures.

8. "Subcontractor" means any third party engaged by Vendor to perform any portion of the Services or to provide any systems, infrastructure, or other resources used in connection with the Services, including but not limited to hosting providers, cloud service providers, AI model providers, and data processors.

9. "Vendor" means the party contracting with the City to provide the Services under the

Agreement to which these Terms and Conditions are attached or incorporated.

ARTICLE 2. DATA OWNERSHIP AND USAGE RIGHTS

10. Ownership of City Data

(a) The City retains full, exclusive, and perpetual ownership of all City Data.

(b) Vendor acknowledges that it acquires no ownership rights in City Data by virtue of providing the Services or having access to City Data.

(c) All right, title, and interest in and to City Data, including all intellectual property rights therein, shall remain vested solely in the City.

11. Restrictions on Use

(a) Vendor shall not, and shall ensure that its Subcontractors do not, sell, license, lease, transfer, distribute, disclose, reuse, republish, or otherwise commercialize

City Data without the City's prior express written consent.

(b) Vendor shall not, and shall ensure that its Subcontractors do not, use City Data to train, fine-tune, or improve any artificial intelligence model, machine learning system, or other algorithmic tool without the City's prior express written consent.

(c) Even if City Data becomes subject to public disclosure under applicable public records laws, Vendor must comply with the same procedures applicable to the public to obtain such data. If Vendor obtains City Data through public records requests, Vendor must disclose to the City all entities with whom such data will be shared.

ARTICLE 3. DATA RESIDENCY, SECURITY, AND PRIVACY

12. Data Residency and Jurisdiction

(a) Vendor shall store all City Data exclusively in United States-based facilities that maintain current FedRAMP or StateRAMP certification at the Moderate level or higher.

(b) This requirement applies to all forms of data storage, including primary storage, backup storage, archival storage, and data in transit through content delivery networks or similar infrastructure.

(c) Vendor shall not route City Data internationally in unencrypted form or offshore any City Data processing activities without the City's prior express written consent.

13. Data Security Requirements

(a) Vendor shall implement and maintain industry-standard encryption for all City

Data in transit and at rest, using encryption protocols and key lengths consistent with current National Institute of Standards and Technology (NIST) guidelines.

(b) Vendor shall implement multi-factor authentication (MFA) for all user accounts with access to City Data or systems containing City Data.

(c) Vendor shall maintain current, valid third-party security attestations appropriate to the nature of the Services, which may include SOC 2 Type II, ISO 27001, PCI DSS, or HIPAA compliance certifications as applicable.

(d) Vendor shall provide copies of current security attestations to the City upon request.

14. Access Controls and Logging

(a) Vendor shall implement and enforce role-based access control systems for all

City Data whereby: (i) access permissions are assigned based on defined job roles rather than individual users; and (ii) each role is restricted to the minimum access privileges necessary to perform its assigned functions (the “principle of least privilege”).

(b) Vendor shall maintain comprehensive access logs documenting all access to

City Data, including user identity, timestamp, action performed, and data accessed.

(c) Vendor shall retain access logs for a minimum of twelve (12) months and shall provide such logs to the City upon request.

15. Service-to-Service Authentication

(a) Vendor shall implement secure service-to-service (S2S) authentication for all system integrations involving City Data.

(b) Static credentials, including API keys and passwords, shall be avoided where technically feasible. Where static credentials must be used, Vendor shall implement automated credential rotation and least-privilege access controls.

16. Security Assessments

Vendor shall complete the City's security questionnaire during the procurement process and annually thereafter, or more frequently upon the City's reasonable request.

ARTICLE 4. CYBERSECURITY REQUIREMENTS

17. Security Framework Compliance

(d) Vendor shall implement and maintain cybersecurity controls consistent with industry-recognized frameworks, including but not limited to: (i) NIST

Cybersecurity Framework; (ii) NIST Special Publication 800-53 (Security and

Privacy Controls); (iii) CIS Critical Security Controls; or (iv) ISO/IEC

27001/27002.

(e) Vendor shall provide documentation demonstrating compliance with the selected framework(s) upon the City's request.

18. Vulnerability and Patch Management

(d) Vendor shall maintain a documented vulnerability management program that includes regular vulnerability scanning, penetration testing, and timely remediation of identified vulnerabilities.

(e) Vendor shall apply security patches and updates according to the following timelines:

(i) Critical vulnerabilities (CVSS score 9.0-10.0): within seven (7) days of patch availability;

(ii) High vulnerabilities (CVSS score 7.0-8.9): within thirty (30) days of patch availability;

(iii)Medium vulnerabilities (CVSS score 4.0-6.9): within ninety (90) days of patch availability.

(f) If Vendor cannot apply a patch within the required timeframe due to operational constraints, Vendor shall: (i) notify the City in writing within twenty-four (24) hours; (ii) document the business or technical justification; and (iii) implement compensating controls to mitigate the risk.

19. Penetration Testing and Security Assessments

(d) Vendor shall conduct or commission independent third-party penetration testing of all systems handling City Data at least annually.

(e) Vendor shall provide executive summaries of penetration test results to the City within thirty (30) days of test completion, including identified vulnerabilities and remediation plans.

(f) The City reserves the right to conduct its own independent security assessments or engage third-party assessors to evaluate Vendor's security posture. Vendor shall cooperate fully with such assessments.

20. Incident Response and Security Monitoring

(e) Vendor shall maintain a documented incident response plan that addresses identification, containment, eradication, recovery, and post-incident analysis of security incidents.

(f) Vendor shall provide the City with a copy of its incident response plan upon request and shall update the plan annually or following any material security incident.

(g) Vendor shall implement continuous security monitoring using security information and event management (SIEM) systems or equivalent technology to detect, alert, and respond to security threats in real time.

(h) Vendor shall maintain security monitoring capabilities twenty-four hours per day, seven days per week, and shall investigate and respond to security alerts within timeframes appropriate to the severity of the alert.

21. Network and System Security

(d) Vendor shall implement and maintain network security controls, including but not limited to:

(i) Next-generation firewalls with intrusion prevention capabilities;

(ii) Network segmentation to isolate City Data from other customer environments and from Vendor's internal networks;

(iii)Intrusion detection and prevention systems (IDS/IPS);

(iv) Denial-of-service (DoS) and distributed denial-of-service (DDoS) protection; and

(v) Secure configuration of all network devices according to industry best practices.

22. Endpoint Security

(c) Vendor shall deploy and maintain endpoint protection on all devices that access, process, or store City Data, including:

(iv) Next-generation anti-malware and antivirus software with real-time scanning;

(v) Endpoint detection and response (EDR) capabilities;

(vi) Host-based firewalls;

(vii) Full-disk encryption on all mobile devices and laptops; and

(viii) Automated patch management for operating systems and applications.

23. Change Management and Configuration Control

(a) Vendor shall maintain a formal change management process for all systems handling City Data that includes:

(vi) Security review and approval of all changes prior to implementation;

(vii) Testing of changes in non-production environments before production deployment;

(viii) Documented rollback procedures in the event of failed changes;

and

(ix) Maintenance of an audit trail of all changes, including change requestor, approver, date, and description.

24. Security Awareness and Training

(a) Vendor shall provide security awareness training to all employees, contractors, and agents who have access to City Data.

(b) Security awareness training shall be provided: (i) upon hire or initial access to

City Data; (ii) annually thereafter; and (iii) whenever significant changes occur to security policies or threat landscape.

(c) Training content shall address, at minimum: phishing and social engineering, password security, data handling requirements, incident reporting procedures, and acceptable use policies.

25. Physical Security

(a) Vendor shall ensure that all facilities where City Data is stored or processed implement physical security controls commensurate with the sensitivity of the data, including:

(ix) Restricted access controls (badge readers, biometric systems, or similar);

(x) Video surveillance of access points;

(xi) Visitor logging and escort requirements;

(xii) Environmental controls (fire suppression, climate control, uninterruptible power supply); and

(xiii) Secure media disposal procedures for all storage media containing City Data.

26. Security Logging and Monitoring

(a) Vendor shall implement comprehensive logging of all security-relevant events, including but not limited to:

(x) All access to City Data (successful and failed attempts);

(xi) Authentication events (login, logout, failed authentication);

(xii) Privileged account usage and administrative actions;

(xiii) System configuration changes;

(xiv) Security alerts and incidents; and

(xv) Data exports or transfers.

(b) Security logs shall be retained for a minimum of twelve (12) months and shall be protected against unauthorized modification or deletion.

(c) Vendor shall provide security log data to the City upon request within forty-eight (48) hours.

27. Secure Development Practices

(a) For any custom software development or significant system modifications, Vendor shall implement secure development lifecycle practices, including:

(xiv) Security requirements analysis and threat modeling;

(xv) Secure coding standards consistent with OWASP or similar guidelines;

(xvi) Static and dynamic application security testing;

(xvii) Code review with security focus; and

(xviii) Vulnerability remediation prior to production deployment.

28. Third-Party Component Security

(a) Vendor shall maintain an inventory of all third-party software components, libraries, and dependencies used in systems that handle City Data.

(b) Vendor shall monitor for and remediate known vulnerabilities in third-party components according to the timelines specified in Section 2 of this Article.

(c) Vendor shall not use third-party components with known critical vulnerabilities or components that are no longer supported by their vendors.

ARTICLE 5. BREACH NOTIFICATION AND LIABILITY

29. Incident and Breach Notification

(b) Vendor shall notify the City in writing within seventy-two (72) hours of

Discovery of any Incident or Breach affecting City Data.

(c) Such notification shall include, at minimum: (i) a description of the Incident or

Breach; (ii) the types and volume of City Data affected; (iii) the circumstances of the Incident or Breach; (iv) the date of Discovery; (v) steps taken or proposed to investigate and remediate the Incident or Breach; and (vi) contact information for a representative who can provide additional information.

(d) Vendor shall comply with all applicable statutory notification requirements, including Arizona Revised Statutes §§ 18-551 and 18-552, which require notification within forty-five (45) days of Discovery.

30. Vendor Liability

(d) Vendor shall be liable for all costs, expenses, and damages incurred by the City as a result of any Breach or Incident arising from Vendor's negligence, willful misconduct, or failure to comply with the requirements of these Terms and

Conditions.

(e) Such liability includes, but is not limited to, costs of investigation, remediation, notification, credit monitoring, legal fees, regulatory fines, and damages to the

City's reputation.

ARTICLE 6. DATA RETENTION AND RETURN

31. Data Retention During Agreement Term

Vendor shall retain City Data only for the duration necessary to provide the Services and shall not retain City Data for any other purpose without the City's express written consent.

32. Data Return and Destruction Upon Termination

(b) Upon termination or expiration of the Agreement, Vendor shall, at the City's election, either: (i) return all City Data to the City in a format reasonably specified by the City; or (ii) securely destroy all City Data.

(c) If the City elects return of City Data, Vendor shall securely destroy all remaining copies of City Data within thirty (30) to ninety (90) days after the

City confirms receipt of the returned data.

(d) Vendor shall provide to the City a Certificate of Destruction certifying that all

City Data has been securely destroyed in accordance with industry-standard data sanitization methods.

(e) Vendor shall obtain and provide to the City similar Certificates of Destruction from all Subcontractors that processed or stored City Data.

ARTICLE 7. SUBCONTRACTOR MANAGEMENT AND ACCOUNTABILITY

33. Subcontractor Pre-Approval and Compliance

(d) Vendor shall not allow any Subcontractor to use, create, collect, receive, access, process, or store any City Data without the City's prior written approval.

(e) Vendor shall ensure that all Subcontractors comply with all security, privacy, and data-handling requirements imposed on Vendor under these Terms and

Conditions and the Agreement.

(f) Vendor shall incorporate all applicable provisions of these Terms and

Conditions into all agreements with Subcontractors and ensure such agreements are at least as protective of the City's interests as these Terms and Conditions.

(g) For avoidance of doubt, Vendor shall hold all Subcontractors and third-party service providers to the same rigorous standards as required of Vendor under these Terms and Conditions and the Agreement.

34. Subcontractor Due Diligence and Monitoring

(b) Vendor shall perform appropriate due diligence on all prospective

Subcontractors and third-party service providers prior to entering into any relationship that involves access to City Data or systems used to process City

Data.

(c) Such due diligence shall include, at minimum: (i) verification of the

Subcontractor's security certifications and attestations; (ii) review of the

Subcontractor's security policies and procedures; (iii) assessment of the

Subcontractor's data handling practices; and (iv) evaluation of the

Subcontractor's incident response capabilities.

(d) Vendor shall maintain written documentation of all due diligence activities and shall promptly furnish such documentation to the City upon request.

(e) Vendor shall actively monitor all Subcontractors with access to City Data or systems used to process City Data on an ongoing basis to ensure continued compliance with applicable requirements.

35. Subcontractor Sanctions and Remediation

(d) Vendor shall implement commercially reasonable efforts to monitor

Subcontractor compliance with these Terms and Conditions.

(e) Upon discovering any violation by a Subcontractor, Vendor shall: (i) immediately notify the City; (ii) impose appropriate sanctions against the non-compliant Subcontractor; (iii) take all necessary steps to mitigate the effects of the violation; and (iv) ensure prompt remediation of any deficiencies identified.

(f) Sanctions may include suspension of the Subcontractor's access to City Data, mandatory corrective action plans, financial penalties, or termination of the

Subcontractor relationship as circumstances warrant.

36. Vendor Liability for Subcontractors

(f) Vendor shall remain fully responsible and liable for all acts and omissions of its

Subcontractors as if such acts and omissions were performed by Vendor directly.

(g) Vendor shall indemnify, defend, and hold harmless the City from and against any and all claims, damages, liabilities, costs, and expenses arising from any

Subcontractor's mishandling of City Data or failure to comply with applicable requirements.

(h) Any failure by a Subcontractor to comply with the requirements of these Terms and Conditions shall constitute a material breach by Vendor.

37. Subcontractor Changes and Notifications

(g) Vendor shall provide the City with written notice at least thirty (30) days in advance of adding any new Subcontractor or materially changing an existing

Subcontractor relationship and shall obtain the City's written approval before implementing such changes.

(h) Vendor shall provide the City with written notice at least thirty (30) days in advance of any changes to critical underlying third-party services, including but not limited to hosting platforms, artificial intelligence model providers, or other major components that could materially affect system behavior, data handling, security posture, or service functionality.

(i) The City reserves the right to withhold approval or object to any proposed

Subcontractor or service change on reasonable grounds, including security, privacy, performance, or compliance concerns.

38. Audit Rights and Response Requirements

(g) The City reserves the right to audit Vendor's and its Subcontractors' compliance with these Terms and Conditions, including the right to review relevant security attestations, certifications, policies, procedures, and documentation.

(h) Upon written request from the City, Vendor shall make available all information reasonably necessary to demonstrate Vendor's compliance with its obligations under these Terms and Conditions and the Agreement within thirty (30) days of such request.

(i) Vendor shall cooperate fully with any City audits and shall cause its

Subcontractors to cooperate fully with such audits.

ARTICLE 8. COST TRANSPARENCY AND PREDICTABILITY

39. Cost Component Disclosure

Vendor shall disclose in its pricing all cost components associated with the Services, including but not limited to: storage costs, compute costs, API usage fees, data export fees, security add-on charges, and any other fees or charges that may be incurred by the City.

40. Cost Escalation Limitations

Annual cost escalations shall be limited to the lesser of: (a) the Consumer Price Index for All

Urban Consumers (CPI-U) for the preceding twelve-month period; or (b) three percent (3%).

41. Change Notifications

Vendor shall provide the City with written notice at least ninety (90) days in advance of any changes to data jurisdictions or hosting providers that may affect pricing or service delivery.

ARTICLE 9. DATA DOCUMENTATION AND PORTABILITY

42. Metadata and Documentation Requirements

(i) Vendor shall provide comprehensive data dictionaries and metadata documentation describing all data fields, data types, relationships, and dependencies associated with City Data.

(j) Such documentation shall be provided upon contract execution and updated whenever material changes occur to data structures or schemas.

43. Data Export Requirements

Vendor shall provide City Data exports in standard, machine-readable formats accompanied by sufficient explanation and documentation to ensure data usability during system transitions, audits, or other City operations.

ARTICLE 10. BACKUP AND DISASTER RECOVERY

44. Backup and Recovery Plans

(j) Vendor shall maintain and regularly test documented backup and disaster recovery plans for all systems and data supporting the Services.

(k) Vendor shall certify annually that such plans have been tested and are operational.

45. Recovery Objectives

(j) Vendor shall maintain a Recovery Point Objective (RPO) of twenty-four (24) hours or less, meaning that in the event of a disaster or system failure, no more than twenty-four (24) hours of data may be lost.

(k) Vendor shall maintain a Recovery Time Objective (RTO) of forty-eight (48) hours or less, meaning that in the event of a disaster or system failure, Services must be restored within forty-eight (48) hours.

ARTICLE 11. ARTIFICIAL INTELLIGENCE GOVERNANCE

46. AI Data Use Restrictions

(i) Vendor shall not use City Data to train, fine-tune, or improve any artificial intelligence model, machine learning system, or algorithmic tool without the

City's prior express written approval.

(j) Prior to implementing any Output Retention practices, Vendor and the City shall establish clear written policies addressing: (i) what data will be retained; (ii) duration of retention; (iii) who may access retained outputs and prompts; (iv) permissible uses of retained data; and (v) implications for public records requests and legal discovery.

(k) All AI data use shall align with the City's AI Policy and Responsible AI

Principles, as may be amended from time to time.

47. AI FactSheet Requirements

(e) If the Services include or utilize artificial intelligence systems, Vendor shall complete an AI FactSheet at contract initiation and after any material change to

AI systems.

(f) The AI FactSheet shall disclose:

(xix) Model type, intended purpose, and core functionality;

(xx) Training data sources and data categories used by the model;

(xxi) Known risks, mitigations, human oversight requirements, and explainability features;

(xxii) Whether the model uses or was trained on copyrighted, proprietary, or otherwise restricted third-party data that creates potential intellectual property risk; and

(xxiii) Whether Vendor will indemnify the City against third-party claims related to training data intellectual property infringement.

(g) The City reserves the right to request updated AI FactSheets annually or whenever the City identifies emerging risks.

48. AI Performance and Accountability

(d) Vendor shall provide clear, specific written descriptions of all AI system functionality, including: purpose, core functions, decision-making processes, data inputs, and any data sources or models relied upon.

(e) Vendor warrants that all AI features and outputs will perform as described in the Agreement and AI FactSheet and will not cause harm, bias, or operational disruptions to City operations.

(f) If any AI system fails to perform as represented or produces outcomes inconsistent with agreed scope, reliability, or ethical standards, Vendor shall be deemed in material breach of the Agreement and subject to applicable remedies, including termination.

49. AI Monitoring and Change Management

(e) Vendor shall maintain ongoing monitoring, validation, and documentation of

AI system performance, including procedures for handling: errors, false positives and negatives, retraining activities, and incidents involving bias, inaccuracy, data misuse, unauthorized training, or model drift.

(f) Vendor shall provide the City with written notice at least thirty (30) days in advance of any major model updates, retraining events, significant codebase modifications, or system changes that could materially alter AI behavior, accuracy, or output quality.

(g) Such notice requirement includes changes to model architecture, inference logic, training data composition, or integration with third-party AI components.

(h) The City reserves the right to review performance metrics and request corrective action or suspension of AI functions if failures or risks are identified.

50. Remedies for AI Failures

If AI systems fail to perform as promised or cause harm to the City, the City may, in addition to all other remedies available at law or in equity: (a) require immediate corrective action; (b) suspend use of affected AI functions; (c) terminate the Agreement for cause; or (d) exercise any clawback provisions specified in the Agreement for recovery of fees paid for non-performing systems.

51. Explainability and Human Oversight

(f) Vendor shall document and make available to the City explanations of factors and logic used in AI model decision-making processes.

(g) Where AI systems affect City services or decision-making, Vendor shall ensure that appropriate human-in-the-loop controls are implemented and operational.

(h) The City retains ultimate decision-making authority in all AI-assisted processes and may override, modify, or reject AI-generated recommendations at any time.

ARTICLE 12. LEGAL AND REGULATORY COMPLIANCE

52. Applicable Laws and Standards

(f) Vendor shall comply with all applicable federal, state, and local laws, regulations, and standards governing data protection, privacy, and security, including but not limited to:

(xvi) Arizona Revised Statutes §§ 18-551 and 18-552 (data breach notification);

(xvii) Health Insurance Portability and Accountability Act (HIPAA) and its implementing regulations, if applicable;

(xviii) General Data Protection Regulation (GDPR), if applicable;

(xix) All other applicable privacy and data protection laws; and

(g) This enumeration is not exhaustive, and Vendor's compliance obligations extend to all applicable legal requirements as they may be amended or enacted from time to time.

53. Accessibility Compliance

Vendor shall comply with all applicable accessibility requirements as specified in the

Agreement or as communicated separately by the City's Procurement Office or City Attorney's

Office.

ARTICLE 13. TERMINATION FOR REGULATORY NON-COMPLIANCE

54. Regulatory Compliance Termination Right

(h) If any government regulator having jurisdiction over the City identifies in writing that Vendor's relationship with the City under the Agreement or these

Terms and Conditions presents a material risk to the City, its operations, its constituents, or its regulatory standing, the City shall promptly notify Vendor of such identification.

(i) Upon receipt of such notice, Vendor shall immediately work with the City to develop and implement a corrective action plan acceptable to the relevant government regulator.

(j) If the parties are unable through reasonable good-faith efforts to resolve the identified issue to the satisfaction of the relevant government regulator within the timeframe mandated by such regulator, or within sixty (60) days if no specific timeframe is mandated, the City may terminate the Agreement immediately upon written notice to Vendor.

(k) Termination under this Section shall be without obligation by the City to pay any termination fee, penalty, or early termination charges to Vendor.

55. Compensation Upon Regulatory Termination

(f) If the City exercises its termination right under Section 1 of this Article, the City shall compensate Vendor for all Services properly performed and accepted by the City prior to the effective date of termination, calculated on a pro-rata basis in accordance with the Agreement's payment terms.

(g) The City shall have no obligation to compensate Vendor for anticipated profits, future services, or any other amounts beyond Services performed and accepted prior to termination.

(h) All data return, destruction, and transition obligations set forth in Article 5 shall apply to terminations under this Article.

ARTICLE 14. GENERAL PROVISIONS

56. Entire Agreement

These Terms and Conditions, together with the Agreement and all documents incorporated by reference therein, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior negotiations, understandings, and agreements between the parties.

57. Amendments

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

58. Severability

If any provision of these Terms and Conditions is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.

59. Survival

The provisions of these Terms and Conditions relating to data ownership, confidentiality, data return and destruction, indemnification, limitation of liability, and dispute resolution shall survive termination or expiration of the Agreement.

60. Governing Law

These Terms and Conditions shall be governed by and construed in accordance with the laws of the State of Arizona, without regard to its conflicts of law principles.

61. Venue

Any legal action arising out of or relating to these Terms and Conditions shall be brought exclusively in the state or federal courts located in Pima County, Arizona.