This Service Level Agreement (this “SLA”) is entered by and between ProudCity, Inc. (“ProudCity”) and the entity (“Subscriber”) that executes that certain order form (“Order Form”) with ProudCity which references this SLA for each of the web services made available by ProudCity or its affiliates to Subscriber (each a “Service”) under the Order Form. The term of this SLA shall commence on the effective date of the Order Form and continue until the expiration or termination of the Order Form.
Subject to the terms of this SLA, ProudCity guarantees a 99.9% monthly average of Availability of its web server (the “Service”). “Availability” means a percentage calculated by dividing the total time during which the Service is available for Subscriber to use by the total time in a given period, less the time of the Exclusions listed in Section 2(e) below. To verify that the Service is available, ProudCity will ping the HTTP service on the Service by retrieving HTTP headers every 5 minutes with a 30-second threshold. If an HTTP service does not respond, the Service is considered non-operational and is immediately escalated to the support center. In cases where two or more consecutive HTTP tests fail, the Service downtime will be registered as the number of minutes between the first and the last failed tests. Downtime of less than 5 minutes in duration is not recorded. ProudCity calculates Availability uptime based on this type of Service monitoring.
ProudCity technical support is online daily from 9 a.m. to 6 p.m. U.S. Pacific Time. During office hours we will respond to an outage within 5 minutes. During off-hours, weekends and holidays, we will respond within 15 minutes. Typically we can recover from any outage within minutes, and we guarantee to have the problem fixed within 2 hours, or we will credit 10% of your monthly fee.
Database and file backups are taken nightly and stored in a separate datacenter for one week. Weekly backups are taken Sunday morning and stored for 5 weeks. In the event of a serious outage, we will restore the most recent functioning backup, typically from the night before. Subscriber can also restore backups manually by creating a support ticket.
Chat: live chat with ProudCity representatives during business hours.
Ticketing: submit support tickets through support portal or email with 48 hour response time
Knowledge base: search and comment help guides, documentation and videos
Feature request: request new features to be added to ProudCity through the feature request portal
Community: join a growing online community of people leveraging ProudCity
Enterprise support. ProudCity enterprise support includes the above services in addition to a direct phone line to your account representative. Phone communication can be used for basic support needs to initiating escalation procedures. Direct line escalation procedures are responded to during the work week within two hours. Direct line escalation procedures are responded to during off hours within 5 hours.
Penalty for Non-Compliance
(a) Service Credit. If Availability falls below the guaranteed level, as Subscriber’s sole remedy for such failure, ProudCity will credit to Subscriber for the next month of Service a portion of the monthly fees charged for the month during which such failure occurred according the following schedule:
Service availability 99.0% – 99.9%: 10% of monthly fee credited
Service availability 98.0% – 98.9%: 25% of monthly fee credited
Service availability 95.0% – 97.9%: 50% of monthly fee credited
Service availability 90.0% – 94.9%: 75% of monthly fee credited
Service availability 89.9% or below: 100% of monthly fee credited
(b) Request for Credit. To receive the credit, Subscriber must specifically request it during the month following the month for which the credit is requested. Subscriber must provide all dates and times of Service unavailability along with Subscriber’s account username. ProudCity will compare information provided by Subscriber to the Service availability monitoring data that the ProudCity maintains pursuant to Section 1 above. A credit will be issued if the unavailability warranting the credit is confirmed. The parties agree to work together in good faith to resolve any dispute arising from this SLA.
(c) Maximum Total Penalty. The total credit to Subscriber for any Service shall not exceed 100% of the monthly fees charged for that Service during the month for which the credit is issued.
(d) Limitations. Credits may not be issued if the Subscriber account is past due, suspended, or pending suspension. Credits are exclusive of any applicable taxes charged to Subscriber. False or repetitive claims requests are a material violation of the Order Form and may result in termination of the Order Form.
(e) Exceptions. Subscriber shall not receive any credits in connection with any failure or deficiency of Service Availability to the extent caused by: (i) an event outside the reasonable control of ProudCity; (ii) maintenance and upgrades; (iii) any causes attributable to Subscriber or its contractors, (iv) software or hardware not provided or controlled by ProudCity; (v) outages elsewhere on the internet, including but not limited to interruptions at any Subscriber or third party data center or ISP; or (vi) acts or omissions of other customers (or of those authorized by other customers) sharing the affected Service(s) with Subscribers.
(f) Escalation contact. Subscriber can reach support for escalations.
ProudCity is a web platform that lets municipalities easily launch and manage government digital services all in one place: proudcity.com. We empower government to proudly serve residents, businesses and visitors and build a stronger sense of civic pride. Our service is designed to give municipalities as much control and ownership over what goes on your website as possible and encourage you to express yourself freely. However, be responsible in what you publish. In particular, make sure that none of the prohibited items (like spam, viruses, or serious threats of violence) appear on your website.
Terms of Service:
Please read this Agreement carefully before accessing or using our Services. By accessing or using any part of our services, you agree to become bound by the terms and conditions of this agreement. If you do not agree to all the terms and conditions of this agreement, then you may not access or use any of our services. If these terms and conditions are considered an offer by Automattic, acceptance is expressly limited to these terms.
Use of our Services requires a ProudCity account. You agree to provide us with complete and accurate information when you register for an account. You will be solely responsible and liable for any activity that occurs under your username. You are responsible for keeping your password secure.
1. ProudCity Platform
Your ProudCity Account and Website. If you create a website on the ProudCity Platform, you are responsible for maintaining the security of your account, and you are fully responsible for all activities that occur under the account and any other actions taken in connection with the blog. You must immediately notify ProudCity of any unauthorized uses of your website your account, or any other breaches of security. ProudCity will not be liable for any acts or omissions by you, including any damages of any kind incurred as a result of such acts or omissions.
Responsibility of Contributors. If you operate a website, or otherwise make (or allow any third party to make) material available (any such material, “Content”), you are entirely responsible for the content of, and any harm resulting from, that Content or your conduct. That is the case regardless of what form the Content takes, which includes, but is not limited to text, photo, video, audio, or code. By using the ProudCity Platform, you represent and warrant that your Content and conduct do not violate these terms. If you delete Content, ProudCity will use reasonable efforts to remove it from your website, but you acknowledge that caching or references to the Content may not be made immediately unavailable. Without limiting any of those representations or warranties, ProudCity has the right (though not the obligation) to, in ProudCity’s sole discretion, (i) refuse or remove any content that, in ProudCity’s reasonable opinion, violates any ProudCity policy or is in any way harmful or objectionable, or (ii) terminate or deny access to and use of ProudCity to any individual or entity for any reason. ProudCity will have no obligation to provide a refund of any amounts previously paid.
Web Traffic. We use a third party, Google Analytics, to measure your website’s audience and usage. By hosting your site on the ProudCity Platform, you agree to assign the traffic relating to your website to ProudCity. If we or Google Analytics require additional documentation to verify ownership of your website or domain name, you agree to make reasonable efforts to accommodate such requests.
Attribution. ProudCity reserves the right to display attribution links such as ‘Powered by ProudCity’, theme author, and font attribution in your footer or toolbar. Footer credits may not be altered or removed regardless of upgrades purchased.
Payment and Renewal.
Optional paid services are available (any such services, an “Upgrade”). By selecting an Upgrade you agree to pay ProudCity the monthly or annual subscription fees indicated for that service. Payments will be charged on a pre-pay basis on the day you sign up for an Upgrade and will cover the use of that service for a monthly or annual subscription period as indicated.
Unless you notify ProudCity before the end of the applicable subscription period that you want to cancel a subscription or upgrade, your upgrade or subscription will automatically renew and you authorize us to collect the then-applicable annual or monthly subscription fee for such services using any credit card or other payment mechanism we have on record for you. Subscriptions and upgrades can be canceled at any time by contacting ProudCity but without refunds for previously paid invoices.
Enterprise Service. Enterprise services are provided by ProudCity under the terms and conditions for each such service. By signing up for Enterprise services, you agree to abide by such terms and conditions.
2. Responsibility of Visitors.
ProudCity has not reviewed, and cannot review, all of the material, including computer software, posted to our Services, and cannot therefore be responsible for that material’s content, use or effects. By operating our Services, ProudCity does not represent or imply that it endorses the material there posted, or that it believes such material to be accurate, useful, or non-harmful. You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. Our Services may contain content that is offensive, indecent, or otherwise objectionable, as well as content containing technical inaccuracies, typographical mistakes, and other errors. Our Services may also contain material that violates the privacy or publicity rights, or infringes the intellectual property and other proprietary rights, of third parties, or the downloading, copying or use of which is subject to additional terms and conditions, stated or unstated. ProudCity disclaims any responsibility for any harm resulting from the use by visitors of our Services, or from any downloading by those visitors of content there posted.
3. Content Posted on Other Websites.
We have not reviewed, and cannot review, all of the material, including computer software, made available through the websites and webpages to which your website links, and that link to your website. ProudCity does not have any control over those external websites, and is not responsible for their contents or their use. By linking to an external website, ProudCity does not represent or imply that it endorses such website. You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. ProudCity disclaims any responsibility for any harm resulting from your use of external websites and webpages.
4. Intellectual Property.
This Agreement does not transfer from ProudCity to you any ProudCity or third party intellectual property, and all right, title, and interest in and to such property will remain (as between the parties) solely with ProudCity. ProudCity, my.proudcity.com, proudcity.com, ProudCity logo, and all other trademarks, service marks, graphics and logos used in connection with ProudCity or our Services, are trademarks or registered trademarks of ProudCity or ProudCity’s licensors. Other trademarks, service marks, graphics and logos used in connection with our Services may be the trademarks of other third parties. Your use of our Services grants you no right or license to reproduce or otherwise use any ProudCity or third-party trademarks.
We are constantly updating our Services, and that means sometimes we have to change the legal terms under which our Services are offered. If we make changes that are material, we will let you know by posting on one of our blogs, or by sending you an email or other communication before the changes take effect. The notice will designate a reasonable period of time after which the new terms will take effect. If you disagree with our changes, then you should stop using our Services within the designated notice period. Your continued use of our Services will be subject to the new terms. However, any dispute that arose before the changes shall be governed by the Terms (including the binding individual arbitration clause) that were in place when the dispute arose.
ProudCity may terminate your access to all or any part of our Services at any time, with or without cause, with or without notice, effective immediately. If you wish to terminate this Agreement or your ProudCity account (if you have one), you may discontinue using our Services and stop billing by contacting ProudCity and request a termination of services. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
7. Disclaimer of Warranties.
Our Services are provided “as is.” ProudCity and its suppliers and licensors hereby disclaim all warranties of any kind, express or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose and non-infringement. Neither ProudCity nor its suppliers and licensors, makes any warranty that our Services will be error free or that access thereto will be continuous or uninterrupted. You understand that you download from, or otherwise obtain content or services through, our Services at your own discretion and risk.
8. Limitation of Liability.
In no event will ProudCity, or its suppliers or licensors, be liable with respect to any subject matter of this Agreement under any contract, negligence, strict liability or other legal or equitable theory for: (i) any special, incidental or consequential damages; (ii) the cost of procurement for substitute products or services; (iii) for interruption of use or loss or corruption of data; or (iv) for any amounts that exceed the fees paid by you to ProudCity under this agreement during the twelve (12) month period prior to the cause of action. ProudCity shall have no liability for any failure or delay due to matters beyond their reasonable control. The foregoing shall not apply to the extent prohibited by applicable law.
9. General Representation and Warranty.
10. US Economic Sanctions.
You expressly represent and warrant that your use of our Services and or associated services and products is not contrary to applicable U.S. Sanctions. Such use is prohibited, and ProudCity reserve the right to terminate accounts or access of those in the event of a breach of this condition.
You agree to indemnify and hold harmless ProudCity, its contractors, and its licensors, and their respective directors, officers, employees, and agents from and against any and all claims and expenses, including attorneys’ fees, arising out of your use of our Services, including but not limited to your violation of this Agreement.
These Terms of Service were originally written in English (US). We may translate these terms into other languages. In the event of a conflict between a translated version of these Terms of Service and the English version, the English version will control.
This Agreement constitutes the entire agreement between ProudCity and you concerning the subject matter hereof, and they may only be modified by a written amendment signed by an authorized executive of Automattic, or by the posting by ProudCity of a revised version. Except to the extent applicable law, if any, provides otherwise, this Agreement, any access to or use of our Services will be governed by the laws of the state of California, U.S.A., excluding its conflict of law provisions, and the proper venue for any disputes arising out of or relating to any of the same will be the state and federal courts located in San Francisco County, California. Except for claims for injunctive or equitable relief or claims regarding intellectual property rights (which may be brought in any competent court without the posting of a bond), any dispute arising under this Agreement shall be finally settled in accordance with the Comprehensive Arbitration Rules of the Judicial Arbitration and Mediation Service, Inc. (“JAMS”) by three arbitrators appointed in accordance with such Rules. The arbitration shall take place in San Francisco, California, in the English language and the arbitral decision may be enforced in any court. The prevailing party in any action or proceeding to enforce this Agreement shall be entitled to costs and attorneys’ fees. If any part of this Agreement is held invalid or unenforceable, that part will be construed to reflect the parties’ original intent, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. You may assign your rights under this Agreement to any party that consents to, and agrees to be bound by, its terms and conditions; ProudCity may assign its rights under this Agreement without condition. This Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns.