SERVICE LEVEL AGREEMENT

The following terms have these meanings: 

1. “Available or Availability” means that all relevant components of the Nimbly platform made available by Nimbly, including user interfaces and APIs, and Nimbly Platform servers are up, available and able to serve requests from  users

2. Monthly Availability Percentage means the percentage of time that Nimbly platform is available in a calendar month, calculated in accordance with the following formula:

3. “Availability Time” means 24 hours a day, excluding Exclusions from Availability (as defined herein

4. “Scheduled Downtime” means pre-planned non-Availability of the Nimbly platform that is notified to the Client no later than 48 hours prior to the downtime.

5. “Incident Response Time” means the elapsed time between the receipt of incident notification and the target time within which Nimbly starts to provide support as verified by a verbal or email confirmation to the Client.

6. “Service Suspension” means that Client or user access to the Nimbly platform is temporarily or permanently suspended by Nimbly as permitted by the Agreement or these Terms and Conditions.

1. Service Level

Nimbly will use its reasonable efforts to ensure that Availability for the Nimbly platform is 99% or more in each calendar month.

2. Exclusions from Availability

The following events are to be excluded in determining whether the Nimbly platform is Available and the Service Levels are met at any given time as follow:

a. Scheduled Downtime;

b. Emergency Maintenance;

c. Service Suspension; and

d. any period where the Nimbly platform is not Available due to an event beyond Nimbly’s control (ex. Unplanned maintenance from cloud provider and force majeure events)

Nimbly will use its reasonable efforts to respond to defects in the Nimbly platform in accordance with the following response times:

Nimbly will use best and commercially reasonable efforts to resolve each significant defect and will work continuously on the defect by providing either a reasonable Workaround, a Product update, or a specific action plan for how Nimbly will address the defect and an estimate of how long it will take to rectify the defect.

The Support Services shall not include, and Nimbly shall not be held responsible for or liable to correct any failure or defect caused by: 

i. Client's failure to use the Product; 
ii. the modification, alteration or maintenance of the Product by any person or any other party other than Nimbly;
iii. negligence, misuse, abuse or mishandling of the Product by the Client or any third party; 
iv. Inappropriate environmental conditions (such as power outage, telecommunication network outage, etc) and any things that are outside Nimbly’s control;
v. Client’s failure to maintain the Operating Environment or Client's failure to incorporate any Update provided by Nimbly to Client as a resolution.

Support Services will further be excluded in connection with the conversion/upgrade of the Client's Operating Environment or any special upgrades requested by the Client.