SLA POLICY (ENTERPRISE SAAS)

Florida 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. Florida-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 Florida, 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 [Miami-Dade County / Hillsborough County (Tampa) / Orange County (Orlando) / Broward County (Fort Lauderdale)], Florida. Each party waives any objection to venue in such courts and any claim of inconvenient forum.
• Jury Waiver: TO THE FULLEST EXTENT PERMITTED BY FLORIDA LAW, EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LITIGATION ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS SLA. THIS WAIVER IS A MATERIAL INDUCEMENT FOR BOTH PARTIES ENTERING INTO THIS SLA. Each party certifies that no representative of the other party has represented that such party would not seek to enforce this waiver.

11. FLORIDA-SPECIFIC PROVISIONS

• Trade Secrets: Any Confidential Information constituting trade secrets shall be protected in accordance with the Florida Uniform Trade Secrets Act (Fla. Stat. sections 688.001-688.009). The parties acknowledge that misappropriation of trade secrets may cause irreparable harm entitling the aggrieved party to injunctive relief under Fla. Stat. section 688.003.
• Electronic Signatures: This SLA and related documents may be executed electronically in accordance with the Florida Electronic Signature Act (Fla. Stat. section 668.50). Electronic signatures shall have the same legal effect and enforceability as original handwritten signatures.
• Attorneys' Fees: In any action to enforce this SLA, the prevailing party shall be entitled to recover its reasonable attorneys' fees and costs from the non-prevailing party, in accordance with Florida law, including Fla. Stat. section 57.105 where applicable.
• Waiver of Statute of Limitations Extension: The parties agree that no disability, incapacity, or other circumstance shall extend any applicable statute of limitations beyond the period provided under Florida law.
• Compliance with Florida Statutes: Nothing in this SLA shall be construed to violate any applicable provisions of the Florida Deceptive and Unfair Trade Practices Act (Fla. Stat. sections 501.201-501.213) to the extent applicable to this commercial transaction.