Service Level Agreement
Service Level Agreement
Effective Date: May 1, 2026
This Service Level Agreement (this "SLA") forms part of the written agreement between NxGeN Holdings Inc. ("NxGeN") and Customer (the "Agreement"). This SLA applies only to paid institutional engagements (e.g., sponsorships, partner-led Networks, accelerator partnerships, vendor service tiers) under which the Agreement expressly incorporates this SLA. It does not apply to:
- individual community membership in NxGeN;
- complimentary or trial access;
- beta, preview, or experimental features; or
- in-person Events (which are governed separately by the applicable Event terms and the Force Majeure provisions of the Terms of Service).
Capitalized terms not defined here have the meanings given to them in the Agreement.
1. Definitions
"Downtime" means the period during which the Platform is unavailable to Customer's authorized users, measured in minutes. Downtime is measured from when NxGeN confirms through its monitoring systems that the Platform is unavailable until NxGeN confirms that the Platform is available again.
"Monthly Uptime Percentage" means the percentage of total possible minutes in a calendar month that the Platform was available, calculated as:
Monthly Uptime Percentage = ((Total Minutes in Month - Downtime) / Total Minutes in Month) × 100"Platform" means NxGeN's core digital platform services and infrastructure provided to Customer, but excluding Third-Party Services.
"Service Credit" means a credit applied to Customer's account, calculated as a percentage of the monthly fee paid by Customer for the affected Services.
"Third-Party Services" means services provided by third parties on which the Platform depends, including (without limitation) Google Cloud Platform, Vercel, Sanity, Stripe, Cloudflare, and Resend, as well as other vendors listed in the Subprocessors list maintained at <https://nxgen.club/legal/subprocessors>.
2. Service Commitment
2.1 Uptime Target
NxGeN will use commercially reasonable efforts to make the Platform available with a Monthly Uptime Percentage of at least 99.5% (the "Uptime Target"). This SLA does not apply to:
- beta, preview, or experimental features;
- complimentary or trial usage;
- planned maintenance windows (see Section 2.3);
- Downtime caused by factors outside NxGeN's reasonable control (see Section 3); or
- Third-Party Services.
2.2 Measurement Period
The Monthly Uptime Percentage is calculated on a calendar-month basis. Measurements begin on the first day of the calendar month at 00:00:00 UTC and end on the last day of the calendar month at 23:59:59 UTC.
2.3 Planned Maintenance
NxGeN may perform planned maintenance on the Platform. NxGeN will provide at least seventy-two (72) hours' advance notice of planned maintenance by email or through the Platform dashboard. Planned maintenance windows will be scheduled during off-peak hours (weekends or between 22:00 and 06:00 UTC on weekdays) where feasible and will be excluded from Downtime calculations. NxGeN will limit planned maintenance to no more than eight (8) hours per calendar month.
3. Exclusions from Downtime
The following are not considered Downtime under this SLA:
- unavailability caused by factors outside NxGeN's reasonable control, including force majeure events, internet service provider failures, or denial-of-service attacks;
- unavailability resulting from Customer's equipment, software, network connectivity, or actions (including misconfiguration);
- unavailability of Third-Party Services, including cloud infrastructure providers, payment processors, email providers, content delivery networks, or other external dependencies;
- scheduled maintenance performed in accordance with Section 2.3;
- unavailability caused by Customer's violation of the Agreement or applicable acceptable-use rules;
- emergency maintenance required to address security vulnerabilities or critical system issues (limited to four (4) hours per incident);
- unavailability resulting from beta, preview, or experimental functionality;
- issues caused by Customer's custom code, integrations, or API usage;
- performance issues that do not result in complete unavailability of the Platform; and
- unavailability affecting individual customer accounts due to account-specific issues (e.g., payment failures, account suspension).
4. Service Credits
4.1 Service Credit Amounts
If NxGeN fails to meet the Uptime Target in any calendar month, Customer is eligible for Service Credits according to the following schedule:
| Monthly Uptime Percentage | Service Credit (% of Monthly Fee) |
|---|---|
| --- | --- |
| 99.0% to less than 99.5% | 5% |
| Less than 99.0% | 10% |
4.2 Service Credit Cap
The maximum total Service Credits that Customer may receive for all Downtime in a single calendar month will not exceed 10% of the monthly fee paid by Customer for that month. Service Credits are Customer's sole and exclusive remedy for any failure by NxGeN to meet the Uptime Target.
4.3 Service Credit Limitations
Service Credits:
- are not refunds and have no cash value;
- may only be used against future payments for the Services;
- expire twelve (12) months from the date of issuance if not used;
- will not be issued for complimentary, trial, or beta access;
- will be calculated based on the base subscription or partnership fee and will not include usage-based charges, add-ons, or professional services; and
- will be forfeited if Customer's account is not in good standing or if Customer has outstanding payment obligations.
5. Claiming Service Credits
5.1 Credit Request Process
To claim Service Credits, Customer must:
- submit a written request to support@nxgen.club within thirty (30) days after the end of the calendar month in which the Downtime occurred;
- include in the request the dates and times of Downtime experienced, relevant logs, screenshots, or other documentation supporting the claim, and a description of how the Downtime affected Customer's use of the Platform; and
- reasonably cooperate with NxGeN's investigation of the claim.
5.2 Credit Determination
NxGeN will investigate the claim and determine, in its reasonable discretion, whether the Uptime Target was met. NxGeN will use its internal monitoring data as the primary basis for calculating Downtime. If NxGeN confirms that the Uptime Target was not satisfied for the month in question, NxGeN will issue a Service Credit calculated in accordance with Section 4.1.
5.3 Credit Application
NxGeN will apply each Service Credit to Customer's next invoice within sixty (60) days of approving the claim, provided that Customer's account is fully paid up and there are no outstanding payment issues or disputes. Customer will not receive any refund or payment for any unused Service Credits.
6. Support Services
6.1 Support Channels
NxGeN provides technical support for institutional Customers through the following channels:
- Email support: support@nxgen.club
- In-platform support portal: available within Customer's NxGeN dashboard
- Documentation: docs.nxgen.club
6.2 Support Hours
Support is provided during business hours (Monday through Friday, 9:00 AM to 5:00 PM Eastern Time, excluding U.S. federal holidays). Emergency support for critical issues affecting the Platform's availability may be provided outside business hours on a best-effort basis for institutional Customers under an Enterprise tier.
6.3 Response Time Targets
NxGeN will use commercially reasonable efforts to respond to support requests according to the following targets, based on severity level:
| Severity Level | Description | Target Response Time |
|---|---|---|
| --- | --- | --- |
| Critical | Platform completely unavailable for all of Customer's users | 2 business hours |
| High | Major functionality unavailable or severely degraded | 4 business hours |
| Medium | Minor functionality issues or questions | 1 business day |
| Low | General questions or feature requests | 3 business days |
These are response time targets, not resolution time commitments. Actual resolution time will vary depending on the complexity of the issue. Response times are measured during business hours only.
6.4 Support Exclusions
NxGeN's support obligations do not include:
- support for Third-Party Services or integrations;
- custom development or consulting services;
- training or onboarding (unless specifically included in Customer's tier);
- support for legacy features or deprecated functionality; or
- issues caused by Customer's violation of the Agreement or any applicable acceptable-use rules.
7. Platform Performance
7.1 Performance Targets
NxGeN strives to maintain optimal performance, but this SLA does not include specific performance targets for response times, throughput, or other performance metrics. Performance may vary based on factors including network conditions, usage patterns, and Third-Party Services.
7.2 Rate Limits
NxGeN may implement rate limits and usage quotas to ensure fair use and platform stability. Rate limiting is not considered Downtime under this SLA. Current rate limits are documented at <https://docs.nxgen.club> and may be adjusted with reasonable notice.
8. Data Backup and Recovery
8.1 Backup Frequency
NxGeN performs automated backups of Customer's data hosted on the Platform at least once daily. Backups are retained for a minimum of seven (7) days.
8.2 Recovery Objectives
In the event of a data-loss incident, NxGeN will use commercially reasonable efforts to restore Customer's data from the most recent available backup. NxGeN does not guarantee recovery of all data and does not commit to a specific Recovery Point Objective (RPO) or Recovery Time Objective (RTO).
8.3 Customer Responsibility
Customer is responsible for maintaining independent backups of any critical data and for testing its own recovery procedures. NxGeN's backup service is not a substitute for Customer's own backup strategy.
9. Modifications to This SLA
NxGeN may modify this SLA from time to time. Material changes will be communicated to Customer by email or through the Platform at least thirty (30) days before the change takes effect. Customer's continued use of the Services after the effective date of any change constitutes acceptance of the modified SLA. If Customer does not agree to the modified SLA, Customer's sole remedy is to terminate the Agreement in accordance with its terms.
10. Disclaimers
10.1 Third-Party Dependencies
The Platform relies on Third-Party Services. While NxGeN selects reliable providers and implements redundancy where feasible, NxGeN is not responsible for the availability, performance, or reliability of Third-Party Services. Unavailability of Third-Party Services may affect the Platform's functionality and is not covered by this SLA.
10.2 Beta and Preview Features
Beta features, preview features, experimental functionality, and features marked as "early access" or similar designations are provided "as is" without any SLA commitments. These features may be changed, discontinued, or removed at any time without notice.
10.3 No Guarantee
While NxGeN will use commercially reasonable efforts to meet the commitments in this SLA, occasional unavailability of cloud-based services is unavoidable. This SLA represents NxGeN's service-level commitment but does not constitute a guarantee of uninterrupted service.
11. Limitation of Liability
IN NO EVENT WILL NXGEN'S TOTAL LIABILITY FOR ANY DOWNTIME OR UNAVAILABILITY OF THE PLATFORM EXCEED THE TOTAL SERVICE CREDITS AVAILABLE UNDER SECTION 4 OF THIS SLA. SERVICE CREDITS ARE CUSTOMER'S SOLE AND EXCLUSIVE REMEDY FOR ANY FAILURE TO MEET THE UPTIME TARGET OR FOR ANY UNAVAILABILITY OF THE PLATFORM, SUBJECT TO THE LIMITATIONS AND EXCLUSIONS SET FORTH IN THIS SLA AND THE AGREEMENT.
THIS SLA DOES NOT MODIFY OR LIMIT THE LIABILITY LIMITATIONS SET FORTH IN THE AGREEMENT. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL NXGEN BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THE PLATFORM'S UNAVAILABILITY OR PERFORMANCE.
12. Order of Precedence
This SLA is incorporated into and forms part of the Agreement. In the event of any conflict between this SLA and the Agreement, the terms of the Agreement will control. This SLA supersedes any prior SLA or service-level commitments made by NxGeN in respect of the same Services.
Contact Information
For questions regarding this SLA or to submit a Service Credit claim:
NxGeN Holdings Inc.
Service Credit claims: support@nxgen.club Legal questions: legal@nxgen.club Website: nxgen.club Status page: status.nxgen.club