MODX Cloud SLA

MODX Cloud Service Level Agreement

This Service Level Agreement (“SLA”) between MODX Systems LLC (“MODX Cloud”), and the user (“Customer”) of MODX Cloud’s services (“Services”) sets forth the service level terms and conditions and is an integral part of the Agreement. This SLA defines the terms of Customer’s responsibility with respect to the Services that MODX Cloud provides and Customer’s remedies in the event that MODX Cloud fails to meet these Service Commitments. This SLA and the SLA Credits set forth herein represent MODX Clouds sole obligation and Customer’s sole remedy for failure to meet such Service Commitments. This SLA does not apply to the availability of Third Party Services (TPS) which are subject to the TPS Agreements. The SLA is binding only on the Customer and MODX Cloud and does apply to any Third Parties, including Customer End Users.

1. Definitions. The following are definitions of capitalized words used in this Agreement:

   1. “Agreement” The Customer’s use of and access to Services is governed by the Terms of Services (“TOS”), Service Level Agreement, Privacy Agreement, Acceptable Use Policy, any other documents referenced herein (collectively, the “Agreement”).

   2. “Business Hours” means 9:00 a.m. to 6:00 p.m. (Central Standard Time - CST), Monday through Friday, and, notwithstanding the foregoing, does not include times during Service Maintenance.

   3. “Service Maintenance” means MODX Cloud’s maintaining of the Service including software. Service Maintenance includes, without limitation, database index rebuilding, hardware upgrades, software upgrades, and network upgrades, as applicable.

   4. “Priority Support Customers” means Customers that have a qualifying account plan, a qualifying server configuration, or other agreement with MODX that entitles them to Priority Support reponse as outlined in the CLOUD SUPPORT POLICY (shown below). Customers that qualify would include those with Managed Cloud, High Availability configurations, Private Servers, or be on the Business or Enterprise plan.

2. Data Retention. MODX Cloud makes a full backup copy of each customer site database and file system daily. This backup data is retained in accordance with the customer configured retention period as set for each Cloud with a minimum of one day retention. Backup data for customers that do not configure a retention period will be retained for 7 days.
   
   MODX Cloud retains copies of systems activity logs for at least sixty 60 days and site access logs for at least 7 days. Logs for NGINX, PHP and MODX are retained with each customer site and are copied or removed at the customer's discretion.

3. Service Availability.

   1. Service Availability - General. MODX Cloud’s goal is to provide Service Availability twenty-four hours per day, 7 days per week (referred to as “24x7 Availability”) EXCEPT during times of Service Maintenance as set forth in Section 3d herein. However, the parties recognize that 24x7 Availability is only a GOAL, and MODX Cloud cannot represent or guarantee that such goal can be achieved. As per our CLOUD SUPPORT POLICY (shown below), response time goals cover predominantly Production Clouds and the Cloud Dashboard.

   2. Service Availability Level Goals. MODX Cloud shall use reasonable efforts to achieve the target Service Availability Goal of 99.99% network uptime except during scheduled Service Maintenance (“Service Commitment”). Notwithstanding the foregoing, Customer recognizes that the Internet is comprised of thousands upon thousands of autonomous systems that are beyond the control of MODX Cloud. Routing anomalies, asymmetries, inconsistencies and failures of the Internet outside of the control of MODX Cloud can and will occur, and such instances shall not be considered any failure of the 99.99% network uptime. Whilst Customer’s are free to monitor network uptime on their systems and other monitoring services, MODX Cloud proactively monitors network uptime and the results of these monitoring systems shall provide the sole and exclusive determination of network uptime. Per the CLOUD SUPPORT POLICY (shown below), response time goals cover predominantly customer websites with configured custom domains and the MODX Cloud Dashboard.

   3. Response Time to Error. MODX Cloud has internal notification tools for Cloud service problems. Additionally, Customer may report problems to MODX Cloud Support. Once notified MODX Cloud Support will respond as per the CLOUD SUPPORT POLICY (shown below). Note that these guidelines specify the time to begin investigation of the problem, not the length of time within which such problem will be resolved.

   4. Service Maintenance.

      1. The parties agree that MODX Cloud shall provide Service Maintenance, which may cause errors as defined by the CLOUD SUPPORT POLICY (show below). MODX Cloud shall use commercially reasonable efforts to limit Service Maintenance, which causes Severity Level 1 Errors to two (2) hours per month. MODX Cloud shall notify named Customer contact by email prior to performing any Service Maintenance which MODX Cloud predicts will cause a Severity 1 Error outside of standard Service Maintenance Times.

      2. The Service Availability goals exclude any time Customer requests a Cloud be taken down for scheduled updates.

      3. MODX Cloud shall attempt to schedule Service Maintenance during the times as specified in Table 1 – Service Maintenance Times. However, the parties agree that it may be necessary for MODX Cloud to perform Service Maintenance during times other than those specified in Table 1, and MODX Cloud reserves the right to perform Service Maintenance during times other than those specified in Table 1.

         Table 1 – Service Maintenance Times

         Service Maintenance Times (Day)	Service Maintenance Times (Hours)
         Monday to Friday	8pm to 4am (CST)
         Saturday	12pm to 12 am (CST)
         Sunday	12pm to 12 am (CST)

      4. Disclaimer of Actions Caused by and/or Under the Control of Third Parties. MODX Cloud DOES NOT AND CANNOT CONTROL THE FLOW OF DATA TO OR FROM MODX Cloud’s NETWORK AND OTHER PORTIONS OF THE INTERNET. SUCH FLOW DEPENDS IN LARGE PART ON THE PERFORMANCE OF INTERNET SERVICES PROVIDED OR CONTROLLED BY THIRD PARTIES. AT TIMES, ACTIONS OR INACTIONS OF SUCH THIRD PARTIES CAN IMPAIR OR DISRUPT CUSTOMER’S CONNECTIONS TO THE INTERNET (OR PORTIONS THEREOF). ALTHOUGH MODX Cloud WILL USE COMMERCIALLY REASONABLE EFFORTS TO TAKE ACTIONS IT DEEMS APPROPRIATE TO REMEDY AND AVOID SUCH EVENTS, MODX Cloud CANNOT GUARANTEE THAT SUCH EVENTS WILL NOT OCCUR. ACCORDINGLY, MODX Cloud DISCLAIMS ANY AND ALL LIABILITY RESULTING FROM OR RELATED TO SUCH EVENTS.

      5. Limitations. MODX Cloud cannot assume responsibility and shall not be liable for any impacts on Service Availability due to (i) any requests for non-standard environment or Customer machine access; (ii) any downtime caused by Customer produced code; or (iii) any changes to the Service by parties other than MODX Cloud. MODX Cloud will make reasonable efforts to ensure that Service changes do not affect customers.

      6. MODX Cloud reserves the right to change this SLA at any time, and without notice. You can view the current SLA at https://www.modx.com/policy/modx-cloud-sla

   5. Financial Penalties for SLA Violations

      1. In the event that MODX Cloud fails to meet the guarantee stated above (excluding Service Maintenance during the windows described in Section 3d and downtime caused by reasons described in Sections 3e or 3f), MODX Cloud will refund 5% of the Customer monthly service Fees for each thirty (30) minutes of network downtime experienced up to 100% of the monthly service Fee for those Services affected (“SLA Credits”).

      2. All SLA claims should be communicated via the MODX Cloud Dashboard or email to customer support within 7 days of the incident. The notice must include all relevant information, including Cloud name, IP address, full description of the incident, and any logs (if applicable). All SLA credits will be issued as credits against future invoices for services.

      3. In order to qualify for Service Credits, Customer must be current on all payment obligations, and not be in violation of the Terms of Service, Acceptable Use Policy or any other policies and procedures of this Agreement.

      4. No Service Credits will be given for service interruptions: (i) caused by the action or failure to act by Customer , (ii) due to failure of any equipment or software provided by Customer, (iii) which are the result of scheduled maintenance, (iv) due to a force majeure event, (v) for which Customer is entitled to a SLA Credit for the same or contemporaneous Service Commitment failure or (vi) resulting from Customer’s breach of the Terms of Service, Acceptable Use Policy or any other policies and procedures of this Agreement.

      5. Total cumulative SLA Credits during any given month shall not exceed the Customer monthly fee for those Services affected.

CLOUD SUPPORT POLICY

Incident reports are handled via our Zendesk Customer Support System located at https://support.modx.com/. This gives you access to all current and historical tickets on your account, both open and completed. We prioritize tickets by severity, and handle issues where a site is completely unavailable before tickets where a site is slow, and those before general questions about our service or general advice.

Shown below is a guide to the MODX Cloud Severity Levels. Note that the Ticket Response Goals specify the time to begin investigation of the problem, not the length of time within which such problem will be resolved:

The goal of the Cloud Support Team is to provide specific support around the features and functionality of the Cloud platform. Our support team may review the implementation of software installed in a particular Cloud instance in an effort to diagnose problems, however, we cannot guarantee support for any installed software itself. We will do our best to help any subscriber with their issues to the best of our abilities.

Priority Support Customers receive responses to Level 1 and Level 2 24x7, irrespective of business hours. Customers with monitored sites will generate a Level 1 ticket automatically for site outage incidents.

Paid commercial support and development services are available for MODX Revolution should you need it. Please visit https://modx.com/get-help to discuss this option.

For frequent service announcements regarding MODX Cloud, and to subscribe to service announcements, please visit our public status page at https://status.modxcloud.com/.

For any customer-specific communications about site issues, security issues, scalability issues, and similar, we will use the contact information we have on file for you.

Last updated: 09-January-2020