Joget Cloud Managed Services Agreement

Joget, Inc. (“JINC”, “we”, “us” or “our”) welcomes you to Joget Cloud Managed Services (“JCMS”). These terms and conditions of service (collectively, with JINC’s “Privacy Policy” or “Service Level Agreement”) govern your use of the JCMS and the services, features, content or applications operated by JINC (together with the JCMS, the “Services”), and provided to the Subscriber (the “Subscriber”, “you” or “your”).

Alongside our standard SLA and Terms, the following additional terms are for our managed services (managed cloud, managed VPS, and other managed dedicated services):

1. Deployment Guarantee
   1.1 Unless otherwise stated, JINC does not guarantee a deployment timeframe but will use reasonable endeavors to deploy the server(s) promptly. JINC may, from time to time, agree to provide a guaranteed deployment timeframe for an additional fee. Where such Deployment Guarantee is agreed, JINC will deploy the Server(s) by the date stated, provided that you promptly provide all information that we reasonably request from you to complete deployment. Servers are deemed deployed as of the time that JINC generates an email message to you that includes the information needed to allow you to transfer information to and from the Server(s). Apart from any rights and remedies you may have under law, your sole and exclusive remedy for our failure to meet the Deployment Guarantee shall be a credit equal to the amount of the fee paid for the Deployment Guarantee service. You are not entitled to a credit if you request or cause the deployment delay. This Deployment Guarantee does not apply to any software or other managed services. If you request (orally or in writing) that we deploy your servers by a specific date or on an “expedited” basis for no additional fee, then the Deployment Guarantee shall not apply, and we commit only to using reasonable endeavors to deploy the Server(s) by the date requested.
2. Managed Backup
   2.1 JINC’s managed backup services are designed to facilitate restoration of data to the server or device from which the data originated in the event the primary data is lost or corrupted. Our standard managed backup service includes full server-based backups every 24 hours. Additional incremental backup services are available as required.
   2.2 While JINC attempts to keep regular backups of data stored on our systems, we do not guarantee the existence, accuracy, or regularity of our backup services and, therefore, JINC does not guarantee that its backup procedures will prevent the loss of, alteration of, or improper access to our clients’ information. JINC is not responsible or liable for any loss of business which may occur due to downtime.
3. Unsupported configuration elements or services
   3.1 If you ask JINC to implement a configuration element (hardware or software) or hosting service in a manner that is not customary at JINC, or that is in “end of life” or “end of support” status, we may designate the element or service as “unsupported,” “non-standard,” “best efforts, ” “reasonable endeavors,” “one-off,” “EOL,” “end of support” or with like term. JINC makes no representation or warranty whatsoever regarding any Unsupported Service, and you agree that JINC shall not be liable to you for any loss or damage arising from the provision of the Unsupported Service apart from rights and remedies you may have under law in relation to Non-excludable Rights. The Deployment and Service Level Guarantees shall not apply to the Unsupported Service, or any other aspect of the Hosting Services that is adversely affected by the Unsupported Service. You acknowledge that Unsupported Services may not interoperate with JINC’s other services, such as backup or monitoring.
4. Monitoring & Response
   4.1 JINC goes to every effort for effective external monitoring. JINC uses third party services to provide accurate monitoring outside of our network, with checks scheduled to run every 5 minutes. This monitoring alerts engineers of potential problems with: a) Network access b) Web service access (HTTP/HTTPS unless otherwise requested). Other kinds of checks/monitoring may be set up by arrangement.
   4.1 Maximum initial response time for managed services is 2 hours. An online ticketing system will be provided to handle support requests. Final request resolution and total resolution time will vary depending on the nature of the issue, and are not covered with an SLA. Response time is measured from the time at which JINC staff are notified of the issue(s) by our monitoring systems.
   4.3 JINC provides 99.9% uptime, but aims for 100% uptime.
   4.4 JINC retains the right to run software which may consume server resources in order to operate statistics and server-side monitoring services, to be used for the optimization, alerting and overall system health monitoring.
5. Fees
   5.1 Your first invoice will include: A provisioning fee and a quarterly, half or annual recurring fee.
   5.2 If you are using Joget’s virtualization platform (“cloud”), due to the nature of our pricing model, the total amount of your quarterly, half yearly or annual invoice may vary from invoice to invoice, as a result of, but not limited to: variations in resources used; variations in storage used; variations in bandwidth used.
   5.3 If any invoice or part thereof is overdue by more than 7 days, we will impose a late fee equal to 5% of the amount that is overdue. After 30 days, we may suspend your service. If we must use legal action to collect late payment of invoices, you must also pay JINC’s costs of collection, including reasonable legal fees, expenses, and court costs.
   5.4 Each managed services package comes with monthly usable bandwidth, and it shall not be carried forward. Exceeding the usage will be charged based on cloud provider’s rate.
6. Maintenance
   6.1 It may be necessary for JINC to temporarily suspend services to maintain our network, hardware, server OS, or other facilities. We will provide you with reasonable advance notice (72hrs) of the scheduled maintenance unless the nature of the maintenance is deemed critical. This will not be deemed as an interruption of the service for the purpose of calculating network, infrastructure, or hardware availability or your entitlement to credit. Notice will be provided by email and our website.
   6.2 Maintenance includes the patching of necessary software as required, and may include emergency patching which could result in temporary loss of services. Emergency patching could include critical security updates which must be installed in a time critical manner. All efforts will be taken to reduce such instances to an absolute minimum of downtime.
7. Managed services guarantee
   7.1 JINC guarantees that infrastructure and services related to all reasonable access to agreed services will be available for the period guaranteed in the level of care your management plan is associated with, within any given month, excluding scheduled maintenance.
   7.2 For any issues which arise from the managed application layer, JINC will provide a brief investigation to ascertain what the nature of the issue may be. JINC will notify relevant parties (client, developer) of their initial investigations, but make no guarantees for any information provided.
   7.3 For application errors, bugs or any other related problems, please ensure your Joget DX Software Assurance is valid in order to obtain support.
8. Credits
   8.1 If JINC does not maintain guaranteed uptime availability within any given month, you may be eligible for credit up to 100% of your monthly bill or expected bill. JINC will provide a 5% credit for each 60mins of downtime. To request credit, you must email JINC support with your request within (5) business days.
   8.2 The maximum total credit for all guarantees shall not exceed 100% of your fee for that billing period (or a calculated fee based on previous months if billed in a post-pay). Credits do not carry over to future billing periods.
   8.3 Credits will not be provided if poor or interrupted service is related to: a) scheduled maintenance b) circumstances beyond JINC’s control, including network attacks, service failures outside of our immediate network or infrastructure c) anything resulting from war, fire, flood, labor disturbance, government regulations, other government intervention, or force majeure. d) a breach by the customer to our terms or SLA.
9. Scope of JINC Level management
   9.1 A fully managed server with JINC comprises of the following:
   9.1.1 Joget DX software installation/updates/maintenance.
   9.1.2 Monitoring as required.
   9.1.3 Business hours support, and critical out of hours support for issues related to JINC responsibilities.
   9.1.4 Troubleshooting and resolution of server hardware, virtualization platform, and network connectivity issues.
   9.1.5 Installation of additional software components, subject to our sole consideration of technical feasibility, to ensure we can maintain a stable service for you.
   9.1.6 Installation of additional modules for pre-installed software.
   9.1.7 Upgrade, patching, configuration, and optimization of pre-installed software.
   9.1.8 Troubleshooting and resolution of issues affecting the operation of pre-installed software.
10. Scope of Operating System Level management
    10.1 Cloud machines come with standard management by default which includes:
    10.1.1 Monitoring of one essential service – ie. HTTP.
    10.1.2 Troubleshooting and resolution of server hardware, virtualization platform, and network connectivity issues.
    10.1.3 Minor adhoc server based tasks by request at the sole discretion of JINC engineers.
    10.1.4 Basic business hours support.
    10.1.5 Critical vulnerability patching.
    10.1.6 Basic troubleshooting.
11. Data Processing and Privacy
    11.1 JINC provide the Services at the direction of the Subscriber, but JINC has no knowledge of the data (including any personal data) that the Subscriber stores or otherwise processes when using the Services.
    11.2 You retain full ownership and sole custody of the data and are in control of the entire lifecycle of your hosted data and how such data is classified, accessed, exchanged or otherwise processed when using the Services.
    11.3 Pursuant to preceding clauses, you remain solely responsible for any personal information that you collect and process. The Subscriber must take all reasonable steps to protect the hosted data and to comply with laws and regulations as they may apply to the hosted data and the Subscriber. Such reasonable steps would include the Subscriber’s encryption of personal or any regulated data.
12. Publicity
    12.1 You are permitted to publicly state that you are a subscriber or user of our Services. We may include your name and trade marks in a list of our subscribers, online or in promotional materials or verbally reference you as one of our subscribers. You may opt out of the provisions in this clause by e-mailing a request to our support system.
13. Termination
    13.1 JINC or you may terminate this Agreement by giving written notice. During such time, you must remove your Applications and Data from JCMS servers and/or request for a copy of the latest server backup, within 45 days of receiving the notice. After the 45 days, all Applications and Data will be deleted and purged from the JCMS servers.
14. Changes
    14.1 From time to time, JINC may change the terms of this Agreement. JINC will post the updated Agreement on the JCMS website. Your continued use of JCMS will indicate your agreement to the change.
15. Headings
    15.1 Headings under this agreement are intended only for convenience and shall not affect the interpretation of this agreement.
16. Limited warranty and limitation of liability
    16.1 YOU AGREE THAT JCMS IS PROVIDED TO YOU BY JINC “AS IS” AND ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL JINC BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS APPLICATION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
17. Governing Law
    17.1 This Agreement shall be governed by and construed in accordance with the substantive laws of the State of Maryland, United States of America, without regard to principles of conflicts of law. The parties submit all their disputes arising out of or in connection with this Agreement to the exclusive jurisdiction of the Courts of the State of Maryland, United States of America.