Essentials Terms & Conditions

01 Agreement and acceptance

These Terms & Conditions (the "Terms") are a binding agreement between NimbusNow LLC, a Florida limited liability company ("NimbusNow," "we," or "us"), and the company or organization purchasing a subscription to NimbusNow Essentials ("you" or "Customer").

By checking the box to accept these Terms, completing the Essentials sign-up, or using the service, you agree to these Terms and represent that you are authorized to bind your organization to them. If you do not agree, do not complete the purchase or use the service.

These Terms incorporate by reference the BMC Helix platform terms described in Section 8 and our Privacy Policy.

02 The Essentials service

NimbusNow Essentials (the "Service") is a hosted, self-service tier of NimbusNow's managed IT Service Management offering, delivered on the BMC Helix platform with BMC Helix Digital Workplace as your self-service portal. Your subscription includes:

• Production access to Incident Management and Work Order Management;
• Production access to Knowledge Management, where you may author knowledge articles using the standard configuration (NimbusNow does not provide custom configuration);
• Production access to Service Level Management, where you can utilize best practice service response targets for incidents.
• Production access to a fixed Digital Workplace service catalog consisting of two (2) service requests, which may not be modified;
• NimbusNow Level 1 (L1) technical support for break/fix issues, as described in Section 9 and our support policy; and
• Self-service onboarding through the Digital Workplace portal, which you complete using the guided onboarding requests.

The Service is provided on a best-practice, standardized basis. Features, modules, and functionality not expressly listed above are not part of the Service.

03 What's not included

Essentials is intentionally streamlined. The following are not included and are not available within the Essentials tier:

• Access to Development or Quality Assurance (QA) environments;
• Sub-administrator, configuration, or developer-administration rights, other than the limited template access (if any) that NimbusNow elects to enable;
• Configuration Management Database (CMDB), Change Management, and Problem Management;
• Custom configuration, integrations (other than SSO and People), connectors, or enhancements;
• Implementation services, end-user training, presentations, manuals, guides, or test labs.

Implementation, training, and higher-touch services are available only under NimbusNow's higher service tiers. NimbusNow controls access to your software environment.

04 License tier and automatic upgrade

If you configure, enable, or use in production any other module or functionality (including but not limited to Change Management, Problem Management, or CMDB), that use falls outside your Essentials license tier and may constitute a licensing violation under our agreement with BMC.

In that event, NimbusNow may, at its discretion and without further notice, move your account to the NimbusNow license tier that covers the functionality you have used and bill you at that tier's then-current pricing, effective from the date such use began. You are responsible for the resulting fees.

05 Seats, minimum, and term

Seats and minimum. The Service requires a minimum of ten (10) seats at $89.99 per seat per month. A "seat" corresponds to a named user: each individual employee, contractor, or other person to whom access to the Service is granted, consistent with the BMC Helix named-user definition.

Minimum term and commitment. Essentials is a non-cancellable program with a minimum term of thirty-six (36) months. By subscribing, you commit to a 36-month term for the seats you purchase. When you purchase a seat, you are agreeing to pay for that seat for the full 36-month period, paid on an annual basis.

Adding seats. You may add seats at any time. Each seat you add is co-termed to your existing Order Term on the date the seat is added, and you will be billed for that seat through remaining months in the Term, on an annual basis.

Removing seats. Because each seat carries a non-cancellable commitment, seats cannot be reduced or cancelled before the end of their applicable Order Term, and the minimum of ten (10) seats applies throughout.

06 Payment, billing, and renewal

• Billing. Fees are billed monthly in advance in U.S. Dollars to the payment method you provide, processed by our third-party payment processor (Stripe). You authorize recurring charges to that payment method.
• Minimum term, not month-to-month. Essentials is not a month-to-month service. The subscription has a non-cancellable minimum term of thirty-six (36) months (see Section 7), and fees continue for the full term of each seat's commitment.
• Keeping payment current. You are responsible for keeping your payment information accurate and current. If a payment fails, we may suspend your access until the amount is paid; suspension does not reduce or relieve your obligation to pay the fees for the full term.
• Taxes. Fees are exclusive of all applicable sales, use, and other taxes, which are your responsibility (other than taxes on NimbusNow's net income).
• Price changes. We may change pricing for any renewal term with prior notice. Where BMC changes its fees or terms for the underlying platform, NimbusNow may pass through corresponding changes.
• Late or declined amounts. Past-due amounts may accrue a late charge of the lesser of 1.5% per month or the maximum permitted by law.

07 Term and cancellation

Your subscription begins when you complete purchase and continues for a non-cancellable minimum term of thirty-six (36) months from your initial purchase date.

The subscription cannot be cancelled or terminated for convenience during the term, and the fees for the full 36-month term are due. Seats added during the term each carry their own 36-month commitment from the date they are added (see Section 5) and likewise cannot be cancelled before the end of that period.

Fees already paid are non-refundable, and we do not provide refunds or credits for partial periods or for seats during their committed term. After the initial 36-month term, the subscription will renew for successive twelve (12) month terms unless either party provides written notice of non-renewal at least thirty (30) days before the end of the then-current term.

On expiration or termination, your access to the Service ends, and handling of your data follows Section 10 and BMC Helix's retention terms (Section 8).

08 The BMC Helix platform

The Service runs on the BMC Helix platform provided by BMC Helix, Inc. ("BMC"). Your use of the Service is additionally governed by BMC's applicable terms, and you agree to the following:

(a) Ownership and warranties

The BMC Helix software and platform are the intellectual property of BMC. NimbusNow makes no representations or warranties regarding the BMC software, and you agree to comply with all applicable intellectual property laws and the platform's terms of use.

(b) Support routing

You may not contact BMC directly regarding the Service. All support requests, including troubleshooting, maintenance, and platform questions, must be directed to NimbusNow, through your Digital Workplace access or email.

(c) Platform usage restrictions

The following BMC restrictions apply to your use of the Service:

• The number of Digital Workplace users and self-registered users is capped at the discretion of BMC.
• The following are excluded and may not be used: BMC Helix Business Workflows (including HR Service Management, Onboarding and Employee Journey, and Workplace Service Management); third-party connectors; and embedded third-party classification services (such as IBM Watson or Google AI).
• Service management capabilities may be used solely in connection with BMC Helix ITSM.
• Any third-party subscriptions you provision through the portal are your sole responsibility, including the number acquired, the fees payable, and compliance with the third party's terms.

(d) Service levels, security, backup, and data

Service availability, security, backup, disaster recovery, and data storage and retention are governed by BMC's published terms, including: a cumulative total of 4 TB of storage; daily incremental and weekly full backups with a 14-day retention window; a 4-hour Recovery Time Objective and 15-minute Recovery Point Objective; and archival of customer content after two (2) years and deletion after seven (7) years. Applicable BMC policies: the BMC subscription agreement (CSMA), BMC Information Security, BMC Service Level Agreement, and BMC Support Policies.

(e) High-risk use

The Service is not designed for high-risk environments such as nuclear facilities, aircraft or air-traffic control systems, life-support machines, or weapons systems, where failure could cause death, injury, or serious damage. NimbusNow and BMC disclaim all liability for any such use.

(f) Changes by BMC

BMC may update its terms, policies, and pricing for the platform. NimbusNow may pass through corresponding changes to you on renewal.

09 Your responsibilities

Essentials is delivered using NimbusNow's standard, best-practice implementation and onboarding process. That process is fixed: it is not customized, scoped, or tailored to individual customers, and you do not direct or provide input into the configuration approach or methodology. By subscribing, you agree to be onboarded and configured under this standard process as provided.

So that NimbusNow can provision and operate your environment under that standard process, you agree to:

• Provide accurate information. Supply accurate, complete account and billing information and keep it current.
• Provide the required onboarding inputs. Timely provide the information NimbusNow needs to stand up your tenant, including your company and location details, people records, email alias and forwarding or transport rules, single sign-on (SSO) metadata, and any required DNS/SPF updates. Onboarding cannot proceed until these inputs are provided, and delays in providing them are your responsibility.
• Maintain account security. Safeguard your login credentials. You are responsible for all activity under your account and for ensuring only authorized users access the Service.
• Use the Service lawfully. Comply with all applicable laws, including U.S. export-control and anti-corruption laws, and do not use the Service for any unlawful purpose.

L1 support scope. L1 support covers break/fix issues, meaning the restoration of previously working functionality. It excludes custom configurations, integrations, enhancements, or changes made by you or third parties. NimbusNow retains final authority to classify the priority of any request and may treat excessive or non-essential requests as outside standard support.

10 Data and privacy

As between you and NimbusNow, you own your data, meaning the data you provide to or generate within the Service ("Customer Data"). You grant NimbusNow a limited, non-exclusive license to use Customer Data solely to provide the Service. NimbusNow owns all right, title, and interest in the Service and its underlying software and works.

Customer Data is processed in accordance with our Privacy Policy and BMC's applicable terms. The Privacy Policy describes what we collect, how it is used, the third parties (including BMC and our payment processor) that process it, and your rights. You are responsible for exporting any data you wish to retain before the end of your term; after termination, retention and deletion follow BMC's terms described in Section 8.

11 Warranty disclaimer

12 Limitation of liability

13 Indemnification

You agree to defend, indemnify, and hold harmless NimbusNow from and against any third-party claims, damages, and costs (including reasonable attorneys' fees) arising out of: your Customer Data; your use of the Service in violation of these Terms or applicable law; your unauthorized use of the BMC software; or your breach of the BMC platform restrictions in Section 8.

14 Changes to these terms

NimbusNow may update these Terms from time to time. We will post the updated Terms with a revised "last updated" date and, where appropriate, provide notice. Your continued use of the Service after the effective date of any change constitutes acceptance of the updated Terms.

15 Governing law and disputes

These Terms are governed by the laws of the State of Florida, U.S.A., excluding its conflict-of-laws principles, and excluding the U.N. Convention on Contracts for the International Sale of Goods.

Any dispute arising out of or relating to these Terms that is not first resolved between the parties will be submitted to binding arbitration through JAMS under its expedited procedures in Pinellas County, Florida, conducted in English. The prevailing party is entitled to recover its reasonable costs and attorneys' fees. Nothing in this section prevents NimbusNow from seeking injunctive relief or from bringing an action to collect past-due amounts in any court of competent jurisdiction.

16 General

• Independent parties. The parties are independent contractors. These Terms create no agency, partnership, or joint venture, and neither party may bind the other.
• Assignment. You may not assign these Terms without NimbusNow's prior written consent. NimbusNow may assign these Terms, including in connection with a merger, acquisition, or sale of assets.
• Force majeure. Neither party is liable for delays or failures (other than payment obligations) caused by events beyond its reasonable control.
• Severability and waiver. If any provision is held unenforceable, the remaining provisions stay in effect. A failure to enforce a provision is not a waiver of it.
• Entire agreement. These Terms, together with the BMC platform terms (Section 8) and the Privacy Policy, are the entire agreement between you and NimbusNow regarding the Essentials Service and supersede any prior understandings on the subject.

Questions about these Terms? Contact essentials@nimbusnow.com.