Last Modified: August 24, 2022
This Software-as-a-Service (SaaS) Subscription Agreement is entered into effective as of the date of last signature below (the “Effective Date”) by and between EdBrix, Inc., a Delaware Corporation, with a place of business at 405 State Highway 121 Bypass Suite A250 Lewisville Tx 75067 (“EdBrix”), and the customer, xxxxxxxxx, placing an order for services hereunder, as identified on the applicable Order (“Customer”). EdBrix and Customer agree that the following terms and conditions will apply to the services provided under this Agreement and Orders placed under it.
1. DEFINITIONS. As used in the Agreement:
“Administrative User” means each Customer employee designated by Customer to serve as technical administrator of the Services on Customer’s behalf. Each Administrative User must complete training and qualification requirements reasonably required by EdBrix from time to time.
“Agreement” means this Software-as-a-Service (SaaS) Subscription Agreement, including the referenced attachments hereto.
“Applicable Laws” means all legislation, statutes, regulations, ordinances, rules, judgments, orders, decrees, rulings, and other requirements enacted, promulgated, or imposed by any governmental authority or judicial or regulatory body (including any self-regulatory body) at any level (e.g., municipal, county, provincial, state, or national) that are applicable to or enforceable against a Party or its personnel in relation to their activities under or pursuant to the Agreement.
“Authorized Customer Entities” means specific Customer-affiliated entities, if any, named in an Order as entities who are authorized to access and use the SaaS during the Subscription Term under Customer’s subscription. References in the Agreement to Customer are deemed to include Authorized Customer Entities.
“Authorized User(s)” means end users of Customer and Authorized Customer Entities who have completed EdBrix’s online registration process or who otherwise receive a valid user ID or other access credentials from EdBrix or Customer authorizing them to access and use the SaaS.
“Authorized Purpose(s)” means those purposes set forth in an Order or on EdBrix’s Web Site describing the purposes for which the SaaS is permitted to be used. If no Authorized Purpose is stated in an Order, the Authorized Purpose shall be limited to use of the SaaS for Customer’s internal business operations.
“Claim” means a third-party claim, demand, action, or legal proceeding asserted or initiated against a Party or other indemnitee.
“Confidential Information” means all non-public written or oral information disclosed by or on behalf of a Party pursuant to the Agreement that relates to a party’s business or operations and has been identified as confidential or proprietary or, by its nature or the manner of its disclosure, would be understood by a reasonable person to be confidential or proprietary.
"Customer Affiliated Entities" means xxxxxx “Customer Content” means all data, materials, and other forms of content provided by Customer to EdBrix or the SaaS for processing, transmission, and/or storage.
“Data Privacy and Security Laws” means that subset of Applicable Laws that governs or pertains to privacy, data protection, and/or the security of Personally Identifiable Information.
“Free Trial Period” means a specific period stated in an Order during which EdBrix offers Customer an opportunity to conduct a no-charge trial evaluation of one or more SaaS Modules.
“Fully Managed Services” means provision of a comprehensive service for provisioning and supporting a solution on the cloud, with infrastructure, data integration, analytical reporting, functional and technical support, as described in Attachment E.
“Hosting Environment” means the computing and networking infrastructure on which the SaaS Software is installed, which may be owned and operated by EdBrix or its service providers.
“Including” (and its derivative forms, whether or not capitalized) means including without limitation.
“EdBrix Content” means all data, materials, and other forms of content owned or controlled by EdBrix that is provided to Customer as part of or in furtherance of the provision of Services.
“EdBrix’s Web Site” means the web interface of the SaaS that EdBrix offers for Authorized Users to interact with and use the SaaS.
“Intellectual Property Rights” means the legal rights held by the owner of a copyright, patent, trademark, or trade secret, including (i) the rights to copy, publicly perform, publicly display, distribute, adapt, translate, modify and create derivative works of copyrighted subject matter; (ii) the rights to exclude others from using, making, having made, selling, offering to sell, and importing patented subject matter and to practice patented methods, (iii) the rights to use and display any marks in association with businesses, products or services as an indication of ownership, origin, affiliation, or sponsorship; and (iv) the rights to apply for any of the foregoing rights, and all rights in those applications. Intellectual Property Rights also include any and all rights associated with particular information that are granted by law and that give the owner, independent of contract, exclusive authority to control use or disclosure of the information, including privacy rights and any rights in databases recognized by Applicable Laws.
“Losses” means, in connection with a Claim that is subject to defense and indemnification by a Party under the Agreement, all reasonable attorneys’ fees, reasonable costs of investigation, discovery, litigation, and settlement, and any resulting liabilities, damages, settlements, judgments, and awards, including associated taxes, interest, and penalties.
“Mobile App” refers, if and when applicable, to proprietary software, in object code form, that is made available by EdBrix for installation on mobile devices to allow Authorized Users to interact with and use the SaaS.
“Order” means an order form executed by Customer and accepted by EdBrix setting forth the necessary information and terms relating to the SaaS to be provided to Customer under the Order and the associated fees payable to EdBrix.
“Party” means either EdBrix or Customer, as the context requires, and “Parties” means both EdBrix and Customer.
“Professional Services” means any professional services performed or contracted to be performed by EdBrix under the Agreement pursuant to a Statement of Work.
“SaaS” means EdBrix’s proprietary web-based software-as-a-service platform and related functions and features made available for Customer’s use under the Agreement during a Subscription Term, as identified on the applicable Order.
“SaaS Modules” means the separately priced SaaS function and feature sets offered by EdBrix.
“SaaS Software” means the object code version of any software to which Customer is provided access as part of an ordered SaaS, including any Updates.
[“SDK License” means, if and when applicable, a license granted by EdBrix to Customer through a separate written supplement to the Agreement in which EdBrix grants additional rights to Customer to access the program code of the SaaS for the purpose of integrating it with other Customer applications or platforms.]
“Services” means, collectively, the SaaS, the Support Services, and any Professional Services performed or provided by EdBrix pursuant to the Agreement.
“Statement of Work” (or “SOW”) means a supplementary document in a mutually agreed form that is entered into by the Parties under the Agreement and describes Professional Services requested by Customer that EdBrix has agreed to provide. Upon execution and delivery of an SOW, it is deemed to form part of the Agreement.
“Subscription Fees” means the recurring fees payable by Customer to EdBrix for provision of the SaaS and associated Support Services during a Subscription Term, as set forth in the relevant Order.
“Subscription Term” means the period during which Customer’s Authorized Users are permitted to access and use the SaaS under Customer’s subscription, as set forth in the applicable Order.
“Support Services” has the meaning given in Section 3.
“Territory” means and is limited to the United States unless otherwise specified in an Order.
“Update” means any improvement, enhancement, modification and/or changes to the SaaS Software offered or provided generally by EdBrix to its subscribers at no charge.
2.1. Purpose. The Agreement sets forth the terms and conditions under which EdBrix agrees to provide Customer and its Authorized Users the right to access and use certain SaaS Modules and to provide associated Professional Services, such as set-up, configuration, data import and export, integration, and customization services, all as set forth in Orders and Statements of Work entered into under the Agreement. Upon execution and delivery of each Order and Statement of Work, it shall be subject to and governed by the terms and conditions of the Agreement.
2.2. Limited-Purpose Access Grant. Subject to Customer’s and its Authorized Users’ continuing compliance with the Agreement, including payment of all applicable fees, Customer will receive a non-exclusive, non-transferable right for 2 Authorized Users to access and use the SaaS for Authorized Purposes during the applicable Subscription Term, solely through EdBrix’s Web Site or a Mobile App made available by EdBrix for such access and use. The scope of Customer’s use of the SaaS is subject to the terms and conditions of the Agreement, including any SaaS usage or other parameters or limitations set forth in the applicable Order. Authorized User subscriptions are for designated Authorized Users and cannot be shared or used by more than one Authorized User but may be reassigned to new Authorized Users replacing former Authorized Users who no longer require ongoing use of the applicable SaaS Modules.
2.3. Free Trial Period. In certain circumstances, EdBrix may offer Customer a Free Trial Period for one or more SaaS Modules. In that case, the applicable Order will indicate the start and end dates of the Free Trial Period and the SaaS Modules to which it applies. During a Free Trial Period, the applicable SaaS Modules are made available for Customer’s trial use and evaluation on an “As-Is” basis without representations or warranties of any kind. Customer’s right to use and evaluate the SaaS Modules provided during a Free Trial Period will expire at 12 midnight, Customer’s local time, on the last day of the Free Trial Period unless Customer has placed an Order for a continuing subscription to the applicable SaaS Modules commencing at the end of the Free Trial Period.
2.4. Hosting of the SaaS Software. Customer acknowledges that EdBrix or its service provider will provide the Hosting Environment for the SaaS Software and that Customer will not receive copies of the SaaS Software for installation in Customer’s computing environment. If the Hosting Environment is provided or managed by a third-party service provider, Customer acknowledges that EdBrix cannot offer any additional or modified operations or security procedures other than those employed by the service provider with respect to the Hosting Environment.
2.6. Company Account Administration. Customer shall designate at least one Authorized User to act as Customer’s Administrative User for each Order.
2.7. Third-Party Content. The SaaS may enable Authorized Users to search for, find, store, manage, and use third party content of interest that is provided or made accessible through the SaaS. Customer acknowledges that EdBrix does not endorse, support, represent, or guarantee the completeness, truthfulness, accuracy, reliability, or other attributes of any third-party content, nor does EdBrix review or attempt to verify the accuracy or currency of any content other than EdBrix Content. As between Customer and EdBrix, Customer is solely responsible for (i) determining the suitability of any content for its intended use by Customer, and (ii) as necessary for its intended use, verifying the authenticity, integrity, and accuracy of the content prior to using it.
2.8. Restrictions. Customer agrees not to act outside the scope of the rights that are expressly granted by EdBrix in the Agreement and associated Orders. Further, Customer will not (i) use the SaaS in any manner that is inconsistent with the Agreement; (ii) except as expressly permitted under an SDK License (if any) granted by EdBrix to Customer, modify any program code of the SaaS Software or attempt to create or permit the creation of any derivative works of the SaaS Software; (iii) access or use the SaaS or in order to develop or support, or assist another party in developing or supporting any products or services competitive with the SaaS; (iv) decompile, reverse engineer (unless required by law for interoperability), or use any other method in an attempt to view or recreate any of the source code of the SaaS Software or extract any trade secrets from it; (v) use the SaaS to operate the business of a third party or to process data or content provided by a third party for the operation of a third party’s business, or otherwise use the SaaS on a third party’s behalf, or to act as a service bureau or provider of application services to any third party; (vi) knowingly or intentionally re-use, disseminate, copy, or otherwise use the SaaS or associated content in a way that infringes, misappropriates, or violates any trademark, copyright, patent, trade secret, publicity, privacy or other right of EdBrix or any third party; or (vii) sell, lend, lease, assign, transfer, pledge, permit a lien upon, or sublicense any of the rights granted by the Agreement.
2.9. No Interference with Service Operations. Customer and its Authorized Users will not take any action designed or intended to: (a) interfere with the proper working of the SaaS; (b) circumvent, disable, or interfere with security-3 related features of the SaaS or features that prevent or restrict use, access to, or copying the SaaS Software or any content or other data, or that enforce limitations on use of the SaaS or content; or (c) impose (or which may impose, in EdBrix’s sole discretion) an unreasonable or disproportionately large load on the SaaS Hosting Environment.
2.10. Suspension of Services. (a) EdBrix reserves the right to suspend delivery of the Services if Customer fails to timely pay any undisputed amounts due EdBrix under the Agreement, but only after EdBrix notifies Customer of the failure and the failure continues for 45 days. Suspension of the Services shall not release Customer of its payment obligations under the Agreement. Customer agrees that EdBrix shall not be liable to Customer or to any third party for any liabilities, claims, or expenses arising from or relating to suspension of the Services resulting from Customer’s nonpayment. The suspension defined in (a) above will not apply where Customer has pre-paid the subscription, and the period for payment has not expired. (b) EdBrix reserves the right to suspend delivery of the Services if EdBrix reasonably concludes that Customer or an Authorized User’s use of the Services is causing immediate and ongoing harm to EdBrix or others. In the unusual event that EdBrix must suspend delivery of the Services, EdBrix shall immediately notify Customer of the suspension and the Parties shall diligently attempt to resolve the issue. EdBrix shall not be liable to Customer or to any third party for any liabilities, claims, or expenses arising from or relating to any suspension of the Services in accordance with this Section 2.10. Nothing in this Section 2.10 will limit EdBrix’s termination rights under Section 6.2 below.
2.11. Access and Use of the SaaS from Outside the Territory. The SaaS is offered for use in the Territory. As between Customer and EdBrix, Customer is solely responsible for compliance with Applicable Laws relevant to its Authorized Users accessing or using the SaaS while outside the Territory.
2.13. FAR and DFARS. The SaaS Software, each SaaS Module, and any associated documentation are deemed to be “commercial computer software” and “commercial computer software documentation” pursuant to the Federal Acquisition Regulation, codified in Title 48 of the United States Code of Federal Regulations, Section 12.12, and the Defense Federal Acquisition Regulation Supplement, codified in Chapter 2 of Title 48, United States Code of Federal Regulations, Section 227.7202. Any use, modification, reproduction, release, performance, display, or disclosure of the SaaS Software or its documentation by or for the United States Government is governed solely by the Agreement and is prohibited except to the extent expressly permitted by the Agreement or an Order.
4. OTHER SERVICES.
4.1. Support Services. Each SaaS subscription includes EdBrix’s standard maintenance and support services, as described in Attachment A (“Support Services”), for the applicable SaaS. EdBrix may also offer optional upgraded Support Services for an additional fee.
4.2. Professional Services. If EdBrix has agreed to perform Professional Services under the Agreement, the Parties shall prepare and sign a Statement of Work describing the Professional Services to be performed and setting forth any other pertinent details, including the locations at which the Professional Services will be performed, the planned schedule of performance, the deliverables (if any) to be produced by EdBrix and delivered to Customer, the amount and manner of payment of EdBrix’s fees for the Professional Services, and any associated responsibilities of relating to the Professional Services. Customer’s obligation to pay the Subscription Fees set forth in an Order is not dependent on EdBrix’s performance of or agreement to perform any Professional Services pursuant to an SOW.
4.3. Service Level Agreement. The Service Level Agreement (“SLA”) for the Services is set forth in Attachment C hereto. The SLA sets forth Customer’s sole remedies for any unexcused failure of EdBrix to meet any Service Level Objective set forth in the SLA.
5. FEES AND PAYMENT.
5.1. Fees. EdBrix’s fees for the Services shall be as set forth in each Order and shall be payable as stated in the Order. All fees are stated in U.S. dollars and must be paid in U.S. dollars. Unless and except as otherwise expressly provided in the Agreement or an Order, all fees are non-refundable.
5.2. Expenses. All professional services provided by EdBrix shall be at fully burdened rates, and Customer will not be charged any additional costs as expenses.
5.3. Taxes. EdBrix shall bill Customer for applicable taxes as a separate line item on each invoice. Customer shall be responsible for payment of all sales and use taxes, value added taxes (VAT), or similar charges relating to Customer’s purchase and use of the Services. Customer shall not be liable for taxes based on EdBrix’s net income, capital, or corporate franchise.
5.4. Invoicing and Payment. EdBrix may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by EdBrix 45 days after the mailing date of the invoice (unless otherwise specified on the applicable Order, and subject to any concessions offered by the Customer to registered Small Business units).
5.5. Payment Disputes. If Customer believes that EdBrix has billed Customer incorrectly, Customer must so notify EdBrix no later than 30 days after the closing date on the first billing statement in which the believed error or problem appeared in order to receive an adjustment or credit. Inquiries should be directed to EdBrix’s customer support department or the applicable Customer Account Manager.
5.6. No Deductions or Setoffs. Reserved.
5.7. Subpoena Expenses. Reserved.
Additionally, you agree not to:
6. DURATION AND TERMINATION.
6.1. Duration of Agreement. The Agreement commences on the date an Order is executed or when you utilize our Services, and continues until the Agreement is terminated in accordance with the terms set forth herein, or when the completion date of an Order is reached.
6.2. Termination. Subject to compliance with the provisions of this Agreement, Customer may terminate the Agreement and all Orders or only affected Orders (a) for cause upon written notice to EdBrix if EdBrix has committed a material breach of the Agreement and the breach remains uncured 30 days after EdBrix has received written notice of the breach from the Customer, or (b) if EdBrix enters or becomes subject to a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors. Likewise, EdBrix may terminate this Agreement for any reason upon giving Customer thirty (30) days written notice, or seven (7) days to the extent Customer fails to make timely payments to EdBrix when due.
6.3. Effect of Termination on Fees. If the Agreement is terminated by Customer pursuant to Section 6.2, any pre-paid fees for the unused portion of the terminated Subscription Term will be refunded to Customer. In all other cases, the following rules with apply a. If Customer requests termination before expiry of the first 24 months from start of the contract, no refund will be provided of any prepaid subscription for the first 24-month period, and the excess of the prepaid subscription, beyond the 24 months, will be refunded, subject to adjustment of discounts offered to the Customer, including multi-year contract discount, volume discount, and pre-payment discount. b. If Customer requests termination any time after the completion of 24 months of subscription, then EdBrix will refund any pre-paid subscription relating to the period after the end of the month in which termination is requested, subject to adjustments of discounts offered, including multi-year contract discount, volume discount, and pre-payment discount.
6.4. Other Effects of Termination. Effective immediately upon expiration or termination of the Agreement, (i) all rights granted to Customer under the Agreement will cease and revert to EdBrix, (ii) Customer shall cease all use of the SaaS, and (iii) neither Party will have continuing rights to use any Confidential Information of the other Party or to exercise any Intellectual Property Rights of the other Party that were licensed under the Agreement. However, Customer shall have 30 days after any such expiration or termination to download or otherwise obtain an extract of any Customer Content stored by the SaaS at the time of expiration or termination. If Customer requires that EdBrix export a copy of Customer Content to an external repository for download by Customer, Customer’s Administrative User shall be responsible for identifying the applicable repository, and Customer shall be responsible for the adequacy of its security. If Customer requires any other disengagement assistance from EdBrix in connection with termination, Customer shall submit its request in the form of a proposed Statement of Work.
6.5. Survival. Any provision of the Agreement that contemplates or governs performance or observance subsequent to its termination or expiration, or which is necessary for the proper interpretation, administration or enforcement of the Agreement, will survive the expiration or termination of the Agreement (or the applicable Order) for any reason.
7. ALLOCATIONS OF RISK.
7.1. Representations and Warranties. (a) Each Party represents to the other (i) that the execution and performance of its obligations under the Agreement will not conflict with or violate any provision of Applicable Law or any other agreement or order by which the representing Party is bound; and (ii) that the Agreement and each Order, when executed and delivered, will constitute a valid and binding obligation of such Party and will be enforceable against such Party in accordance with its terms. (b) EdBrix warrants that any Professional Service performed by EdBrix under the Agreement will be performed in a good and workmanlike manner in accordance with prevailing industry standards and that the SaaS Software will perform substantially as described in its documentation. In the event of a breach of this warranty, EdBrix’s sole obligation and Customer’s sole remedy will be for EdBrix to correct or re-perform the affected Professional Service or correct the affected SaaS Software without undue delay to remedy the breach, at no charge to Customer.
7.2. DISCLAIMERS. (a) CUSTOMER REPRESENTS THAT IT IS ENTERING THE AGREEMENT WITHOUT RELYING UPON ANY EDBRIX REPRESENTATION OR WARRANTY NOT EXPRESSLY STATED IN THE AGREEMENT. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EDBRIX DISCLAIMS ANY AND ALL PROMISES, REPRESENTATIONS, AND WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, DATA ACCURACY, SYSTEM INTEGRATION, SYSTEM RELIABILITY, TITLE, NON-INFRINGEMENT, NON-INTERFERENCE, AND/OR QUIET ENJOYMENT, AND ALL WARRANTIES THAT MAY OTHERWISE BE IMPLIED. NO WARRANTIES ARE MADE ON THE BASIS OF TRADE USAGE, COURSE OF DEALING, OR COURSE OF PERFORMANCE. (b) CUSTOMER ASSUMES COMPLETE RESPONSIBILITY, WITHOUT ANY RECOURSE AGAINST EDBRIX, FOR THE SELECTION OF THE SAAS TO ACHIEVE CUSTOMER’S INTENDED RESULTS. CUSTOMER ACKNOWLEDGES THAT IT IS SOLELY RESPONSIBLE FOR THE RESULTS OBTAINED FROM USE OF THE SAAS, INCLUDING THE COMPLETENESS, ACCURACY, AND CONTENT OF SUCH RESULTS. EDBRIX DOES NOT WARRANT THAT THE SAAS WILL MEET CUSTOMER’S REQUIREMENTS, THAT THE OPERATION OF THE SAAS WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ALL ERRORS WILL BE CORRECTED. (c) EDBRIX DOES NOT GUARANTEE THAT THE SAAS OR OTHER SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT EDBRIX WILL CORRECT ALL SAAS SOFTWARE ERRORS. CUSTOMER ACKNOWLEDGES THAT EDBRIX DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SAAS MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. NEITHER EDBRIX NOR ANY OF ITS LICENSORS OR OTHER SUPPLIERS WARRANTS OR GUARANTEES THAT THE OPERATION OF THE SAAS WILL BE UNINTERRUPTED, VIRUS-FREE OR ERROR-FREE, NOR SHALL EDBRIX OR ANY OF ITS SERVICE PROVIDERS BE LIABLE FOR UNAUTHORIZED ALTERATION, THEFT OR DESTRUCTION OF CUSTOMER’S OR ANY USER’S DATA, FILES, OR PROGRAMS.
7.3. Indemnification of Customer by EdBrix. EdBrix agrees to defend Customer and its directors, officers and employees from and against any Claim that the SaaS Services infringes any patent, copyright, or trademark or misappropriates any trade secret, or that EdBrix’s negligence or willful misconduct has caused bodily injury or death and to pay all Losses finally awarded against such parties or agreed to in a written settlement agreement signed by EdBrix, to the extent arising from the Claim. EdBrix shall have no liability for any Claim based on (a) any Customer Content, (b) modification of the SaaS Software not authorized by EdBrix, or (c) use of the SaaS other than in accordance with its documentation and the Agreement. EdBrix may, at its sole option and expense, procure for Customer the right to continue use of the SaaS, modify the SaaS Software in a manner that does not materially impair its functionality, or terminate the Subscription Term and repay to Customer any amount paid by Customer with respect to the Subscription Term following the termination date.
7.4. Indemnification of EdBrix by Customer. Except for any Claims in respect of which EdBrix is obligated to indemnify Customer under Section 7.3, Customer agrees to defend EdBrix and its directors, officers and employees from and against any Claim that the Customer Content infringes any patent, copyright, or trademark, or misappropriates any trade secret, Customer shall defend EdBrix against the claim at Customer’s expense and Customer shall pay all Losses finally awarded against such parties or agreed to in a written settlement agreement signed by Customer, to the extent arising from the Claim.
7.5. Indemnification Procedures. If any third party makes a Claim covered by Section 7.3 or Section 7.4 against an indemnified Party (the “Covered Party”) with respect to which the Covered Party intends to seek indemnification under the Agreement, the Covered Party shall give prompt written notice of the Claim to the indemnifying Party, including a brief description of the amount and basis for the claim, if known. Upon receiving such notice, the indemnifying Party shall be obligated to defend the Covered Party (and its indemnitees) against the Claim and shall be entitled to assume control of the defense and settlement of the Claim. The indemnified Party may participate in the defense and settlement of the Claim at its own expense, using its own counsel, but without any right of control. The indemnifying Party shall keep the indemnified Party reasonably apprised as to the status of the Claim. Neither the indemnifying Party nor any indemnified Party shall be liable for any settlement of a Claim made without its consent.
7.6. Limitation of Liability. Except as expressly provided in this Section 7.6, neither Party (nor any licensor or other supplier of EdBrix) shall have any liability under or in connection with the Agreement for any indirect, incidental, consequential, special, exemplary or punitive damages, nor any liability for lost profits, loss of data, loss of business opportunity, or business interruption, even if the liable Party knew or should have known that those kinds of damages were possible. EdBrix’s maximum cumulative liability under or in connection with the Agreement shall never exceed Customer’s actual direct damages, capped at an amount equal to the greater of (i) the total amount paid under the Agreement by Customer to EdBrix during the 12-month period preceding the occurrence of the event giving rise to liability, or (ii) 12 times the monthly Subscription Fee for the relevant Subscription Term. The foregoing limitations of liability shall not be applicable to a Party’s indemnification obligations under this Section 7 or to any damages that the liable Party is not permitted to disclaim (or, as applicable, limit) under Applicable Law. Customer acknowledges that this Section 7.6 is an essential part of the Agreement, absent which the economic terms and other provisions of the Agreement would be substantially different.
8. PROPRIETARY RIGHTS.
8.1. Services and EdBrix Content. The Services (including the SaaS Software) and EdBrix Content, and all Intellectual Property Rights in and to them, are and shall remain owned by EdBrix (and its licensors, as applicable) and are protected by copyright, trademark, patent, trade secret, and other laws and treaties.
8.2. Trademarks. If EdBrix agrees to create, at Customer’s request, any Customer-branded or co-branded user interfaces through which Authorized Users will access the SaaS, Customer hereby grants to EdBrix during the Subscription Term a non-exclusive, worldwide, royalty-free license to use and display Customer’s name, logo and other trademarks (“Customer Trademarks”) designated by Customer on such user interface(s). In such event, EdBrix will use the relevant Customer Trademarks in accordance with Customer’s then-current trademark usage guidelines, if any, provided by Customer to EdBrix and only for the agreed purposes. Subject to the foregoing license, Customer will retain all Intellectual Property Rights that it may have in and to the Customer Trademarks, and all use thereof by EdBrix shall inure to the sole benefit of Customer.
8.3. EdBrix Content and Service Usage Data. As between EdBrix and Customer, EdBrix shall be and remain the sole owner of all EdBrix Content, as well as all data in aggregate, statistical, or de-identified form pertaining to usage of the Services.
8.4. Feedback. If EdBrix receives from Customer or any of its Authorized Users any suggestions, ideas, improvements, modifications, feedback, error identifications or other information related to the Services or any other EdBrix products, offerings or services (“Feedback”), EdBrix may use, disclose and exploit such Feedback in perpetuity without restriction and without paying any royalties or other compensation or giving attribution, including to improve the Services and to develop, market, offer, sell and provide other products and services.
8.5. Reservation of Rights. Customer acknowledges that there are no licenses granted by EdBrix by implication under the Agreement. EdBrix reserves all rights that are not expressly granted herein.
9. CONFIDENTIALITY OBLIGATIONS; PUBLICITY. All activities of the parties under or in relation to the Agreement are subject to the confidentiality terms attached hereto as Attachment B. Neither Party may use the name of the other in any published advertising or publicity materials without the prior written consent of the other party. However, and notwithstanding anything to the contrary in Attachment B. EdBrix may include Customer’s name on EdBrix’s customer list and may describe briefly, and in general terms, the nature of the services provided by EdBrix to Customer.
10. DATA PROCESSING, ACCESS & DEPLOYMENT AGREEMENT. Set forth as Attachment D hereto is a Data Processing, Access & Deployment Agreement which provides supplemental terms and conditions concerning the processing of Customer Content.
11.1. Governing Law. The validity, construction, and interpretation of the Agreement and the rights and duties of the Parties shall be governed by the laws of the Texas and controlling U.S. federal laws without regard to principles of conflicts of laws. The Parties agree that neither the United Nations Convention on Contracts for the International Sale of Goods nor the Uniform Computer Information Transactions Act (UCITA) will apply in any respect to the Agreement.
11.2. Dispute Resolution. Any controversy or claim arising out of or relating to the Agreement, or the breach thereof, may be decided by a single arbitrator in binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its then-current Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Each Party shall bear its own costs, fees and expenses incurred in connection with the arbitration proceeding, including attorneys’ fees and expenses and witness costs and expenses. The arbitrator shall apportion the fees, expenses and compensation of the American Arbitration Association and the arbitrator between the parties in such amount as the arbitrator determines is appropriate. Arbitration shall take place in Santa Clara County, California, unless the Parties mutually agree to another location. Notwithstanding the foregoing, a Party may, without waiving any remedy under the Agreement, seek from any court with jurisdiction, interim or provisional equitable relief necessary to protect such party’s rights or property. Any civil action seeking injunctive relief, challenging an arbitration proceeding or award or otherwise related to the Agreement will be instituted and maintained exclusively in the federal or state courts situated in Santa Clara County, California. (b) EACH PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY SUIT, ACTION, OR PROCEEDING ARISING OUT OF OR RELATING TO THE AGREEMENT OR ANY TRANSACTION AND ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO THE OTHER PARTY’S ENTERING INTO THE AGREEMENT.
11.3. Force Majeure. Notwithstanding any other provision of the Agreement, neither Party shall be deemed in default or breach of the Agreement or liable for any loss or damages or for any delay or failure in performance (except for the payment of money) due to any cause beyond the reasonable control of, and without fault or negligence by, such Party.
11.4. Insurance. EdBrix shall have and maintain in force throughout the Subscription Term insurance coverage in types and amounts customarily maintained by reputable companies in the same or similar line of business as EdBrix.
11.5. Notice. All notices to be given, payments to be made, or documents, samples, or other materials to be delivered by either Party to the other pursuant to this Agreement will be sent by prepaid first-class mail, by electronic mail, by fax, or hand-delivered, to the addresses set forth below. Any such notices, payments, documents, samples, or other materials will be deemed to have been given or delivered forty-eight (48) hours after posting, if sent by first class mail, when received, if sent by electronic mail or fax, or when delivered, if delivered by hand.
11.6. Construction; Headings. No provision of the Agreement shall be construed against or interpreted to the disadvantage of any Party by any court or arbitrator by reason of such Party having or being deemed to have structured or drafted such provision. The headings in the Agreement are for reference purposes only and shall not be deemed to have any substantive effect.
11.7. Severability. If any provision of the Agreement is held by an arbitrator or court of competent jurisdiction to be contrary to or unenforceable under Applicable Law, then the remaining provisions of the Agreement will remain in full force and effect and the Parties agree to replace the offending provision with an enforceable provision reflecting the intent of the original provision as nearly as possible in accordance with Applicable Law.
11.8. Waiver. The failure of either Party at any time to require performance by the other Party of any provision of the Agreement shall not affect in any way the full right to require the performance at any subsequent time. The waiver by either Party of a breach of any provision of the Agreement shall not be taken or held to be a waiver of the provision itself. Any course of performance shall not be deemed to amend or limit any provision of the Agreement.
11.9. Entire Agreement; Amendments. The Agreement (including Orders entered under it) constitutes the entire agreement between EdBrix and Customer with respect to the subject matter hereof. There are no restrictions, promises, warranties, covenants, or undertakings other than those expressly set forth herein and therein. The Agreement supersedes all prior negotiations, agreements, and undertakings between the Parties with respect to such matter. The Agreement may be amended only by an instrument in writing executed by the Parties’ duly authorized representatives.
11.10. Counterparts; Signatures. The Agreement may be signed in counterparts with the same effect as if the signatures were upon a single instrument, and all such counterparts together shall be deemed an original of the Agreement. For purposes of the Agreement, a facsimile copy of a Party’s signature made by reliable means shall be sufficient to bind such Party.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date set forth above:
1. Standard Support Services. The following EdBrix standard Support Services are included in SaaS subscriptions:
1. Reasonable technical support and assistance for Authorized User requests by telephone or sent via email to [LAUSDEdTechSupport@EdBrixinc.com] during EdBrix’s normal business hours (which are 7am to 6 pm Pacific Time, Monday through Friday, excluding public holidays) unless otherwise agreed to in any Change Order with the Customer;
2. Bug fixes and code corrections to correct SaaS Software malfunctions in order to bring it into substantial conformity with the operating specifications.
3. Access to Updates of the SaaS Software that EdBrix implements during the Subscription Term; and
4. Up to 10 dedicated contacts designated by Customer in writing that will have access to Support Services.
2. Premium Support Services. Premium Support Services may be offered for an additional fee.
3. Scheduled and Emergency Maintenance. EdBrix reserves the right to take down applicable servers hosting the SaaS Software to conduct scheduled and emergency maintenance. Schedule Maintenance - A scheduled maintenance is one where the changes to the environment doesn’t impact the application or the user in any possible manner. EdBrix reserves the right to take down applicable servers hosting the Service to conduct routine scheduled maintenance ("Scheduled Maintenance") during the hours of 7pm Pacific Time Saturday to 6 am Pacific Time Sunday every week or any revised schedule published by EdBrix. EdBrix will use commercially reasonable efforts to perform Scheduled Maintenance outside of Customer's regular business hours and will provide Customer with at least 96 hours’ prior notice of a Scheduled Maintenance event, which notice may be provided by EdBrix posting the schedule for Scheduled Maintenance on its website or otherwise providing notice of it through the Service. If Customer objects to the timing of a Scheduled Maintenance event, EdBrix and Customer will make all reasonable accommodations work to reschedule the event to a time that is acceptable to both parties if EdBrix is reasonably able to do so. EdBrix will not be responsible for any damages or costs incurred by Customer due to unavailability of the Service during Scheduled Maintenance of if the Customer unreasonably withholds consent for the Scheduled Maintenance event. Emergency Maintenance - If the Service unexpectedly becomes unavailable or experiences a serious disruption, EdBrix will promptly notify Customer and commence performance of emergency maintenance with the objective of restoring Service as soon as reasonably possible under the circumstances. EdBrix will not be responsible for any damages or costs incurred by Customer due to unavailability of the Service during Emergency Maintenance
4. Incident Response and Resolution Goals. EdBrix will use commercially reasonable efforts to achieve the following incident response and resolution goals:
Monthly Subscription Fee is calculated as the Annual Subscription divided by 12 months.
Customer will not be entitled to receive a Service Level credit (Incident Resolution) under this SLA for any service Customer is not purchasing from Provider, or in connection with any failure to meet a Service Level Objective that results from or is otherwise attributable to any of the following:
Under no circumstances will Customer be entitled to receive a Service Level Credit for any month in a total amount exceeding the total amount of the recurring Subscription Fee paid or owed by Customer for that month.
Service Level Credits as set forth in this SLA are Customer's remedy for any event giving rise to a Service Level credit but are without prejudice to Customer's termination rights under the Agreement. No Service Level Credit under this SLA shall be construed as a penalty, or as an admission or acknowledgment of unsatisfactory contract performance by Provider.
All activities of the Parties under or in relation to the Agreement are subject to the following terms and conditions with respect to Confidential Information:
1. OBLIGATIONS AND PERMITTED USES
With respect to the disclosing Party’s Confidential Information, the receiving Party and its personnel will:
(a) hold all Confidential Information received from or on behalf of the disclosing Party in strict confidence and protect the disclosing Party Confidential Information from any unauthorized disclosure or use by using the same degree of care as it uses to protect its own similar confidential information, but no less than a reasonable degree of care;
(b) not, except with the prior written approval of the disclosing Party, disclose any the disclosing Party’s Confidential Information to any third party except as expressly permitted by Section 1(e) below;
(c) use the disclosing Party’s Confidential Information only for the purpose of performing the receiving Party’s obligations and exercising its rights under the Agreement, and not otherwise for the benefit of the receiving Party or any other party (which prohibition includes use of the disclosing Party Confidential Information in or for published papers and presentations, or its use in or for research that is subject to licensing or ownership obligations to any government or other entity);
(d) reproduce the disclosing Party’s Confidential Information only as reasonably necessary for the purpose of performing the receiving Party’s obligations and exercising its rights under the Agreement;
(e) limit disclosure of the disclosing Party’s Confidential Information to only those of its personnel (employees, contractors, and professional and legal advisors) who have a need to know such Confidential Information for the purposes of the Agreement, who have been advised of the receiving Party’s obligations herein, and who are bound to the receiving Party to preserve the confidentiality of such Confidential Information consistent with the terms hereof; and
(f) not engage in or permit any efforts to reverse engineer, disassemble or decompile any prototypes, software or other tangible objects provided to it pursuant to the Agreement that embody the disclosing Party’s Confidential Information in an attempt to derive the source code for any software or discern any trade secrets.
Any breach or violation of this Section 1 shall constitute a material breach of the Agreement.
2. EXCEPTIONS The foregoing obligations of confidentiality shall not apply to any particular disclosing Party Confidential Information that the receiving Party can demonstrate by written records:
(g) was publicly disclosed prior to disclosure to the receiving Party, or, subsequent to disclosure to the receiving Party, is publicly disclosed through no fault of the receiving Party;
(h) was known to or otherwise independently developed by the receiving Party prior to the date of its disclosure by or on behalf of the disclosing Party, which knowledge was acquired independently and not from the disclosing Party or its personnel, as shown by documents and other competent evidence in the receiving Party’s possession prior to the time of disclosure; or
(i) is subsequently disclosed to the receiving Party in good faith by a third party who has a right to make such disclosure to the receiving Party without any obligation to restrict its further use or disclosure.
3. COURT ORDERS OR GOVERNMENT ORDERS OR CALIFORNIA PUBLIC RECORDS ACT If the receiving Party is required to disclose any of the disclosing Party’s Confidential Information in response to a public record request under the California Public Records Act or a valid order of a court or other valid governmental body in the United States, the receiving Party agrees to give the disclosing Party reasonable advance notice of the required disclosure (unless it is not legally permitted to do so) in order to afford the disclosing Party a reasonable opportunity to contest the disclosure or seek a protective order, and the receiving Party agrees to reasonably cooperate with such the disclosing Party efforts.
4. NO LICENSE No license to any of the Parties’ respective trademarks, patents, copyrights, or any other intellectual property rights is either granted or implied by this Exhibit A or any disclosure of the disclosing Party’s Confidential Information pursuant to the Agreement, including but not limited to, any license to make, have made, use, sell, offer to sell, or import any device or item embodying any the disclosing Party’s Confidential Information.
5. NO OBLIGATION Neither the Agreement nor the disclosure or receipt of the disclosing Party’s Confidential Information shall be construed as creating any obligation of the disclosing Party to furnish more or other the disclosing Party Confidential Information to the receiving Party.
6. RETURN OF CONFIDENTIAL INFORMATION Upon the disclosing Party's written request to the receiving Party, the receiving Party will return to the disclosing Party (or, at the disclosing Party’s direction, destroy) all of the Confidential Information received from or on behalf of the disclosing Party (including all copies and derivative works made by the receiving Party) and will cease all use of such the disclosing Party’s Confidential Information. Upon request of the disclosing Party, the receiving Party will certify to the disclosing Party, in writing, that all such disclosing Party Confidential Information (including all copies thereof) has been returned or destroyed and all use of the disclosing Party’s Confidential Information has been discontinued.
7. REPRESENTATION The disclosing Party represents that it has the right to disclose its Confidential Information disclosed to the receiving Party under the Agreement.
This Service Level Agreement ("SLA") establishes the performance objectives applicable to the SaaS under the Agreement and provides Customer certain rights and remedies in the event of an unexcused failure of EdBrix to meet them.
COVERED SERVICES This SLA covers and applies to the following SaaS Modules to be provided by EdBrix under the Agreement:
SERVICE LEVEL OBJECTIVES AND SERVICE LEVEL CREDITS The following are EdBrix's Service Level Objectives ("SLOs") for the above-listed SaaS Modules. These SLOs will take effect for Customer starting on the date of Customer's first use of the specified SaaS Modules in live production operations. The Service Level Credits that Customer will be entitled to receive in the event of an unexcused failure by EdBrix to meet the SLOs are also set out in the following table – they become applicable starting with the first full calendar month after Customer's first live production use of the specified Service Modules.
Service Component Availability:
"Availability" means the percentage of the scheduled hours of availability during a calendar month that the indicated SaaS Module (or the Hosting Environment) is actually available to its intended users. Availability is calculated according to the following formula:
(Scheduled Hours of Availability - Downtime) ÷ Scheduled Hours of Availability Where:
"Scheduled Hours of Availability" means the total number of hours during the month that the indicated SaaS Module or the Hosting Environment is scheduled to be available - excluding scheduled maintenance windows. This will be calculated as 16 hours (from 6am Pacific Time to 10 pm Pacific Time) of every business day during the month (excluding weekends and public holidays).
"Downtime" means the total number of hours during the month that the indicated SaaS Module or the Hosting Environment is not available for use by its intended users during scheduled hours of availability. To clarify, downtime will be calculated as the time the system is not available during the 16 hours of scheduled availability, namely 6 am Pacific Time to 10 pm Pacific Time of every business day during the month (excluding weekends and public holidays).
Service Level Credit for System Availability: A percentile of the applicable month's Subscription Fee for the affected SaaS Module(s) (or the Hosting Environment)) for each cumulative hour of Downtime (or portion thereof rounded to the next hour) during the month in excess of the amount of Downtime allowed by the SLO.
System Uptime: EdBrix will make the cloud-based solution available 24x7, except for the periods of scheduled maintenance, daily data refreshes (10 pm Pacific Time to 6 am Pacific Time), published downtimes of Cloud Platform and Software providers (Google Cloud, Snowflake, AWS, FiveTran or other service providers) or other emergency or Force Majeure reasons. For SLA purposes, EdBrix is measured by the Scheduled Hours of Availability defined above, and not by the System Uptime.
Scheduled and Emergency Maintenance. EdBrix reserves the right to take down applicable servers hosting the SaaS Software to conduct scheduled and emergency maintenance. Schedule Maintenance - A scheduled maintenance is one where the changes to the environment doesn’t impact the application or the user in any possible manner. EdBrix reserves the right to take down applicable servers hosting the Service to conduct routine scheduled maintenance ("Scheduled Maintenance") during the hours of 7pm Pacific Time Saturday to 6 am Pacific Time Sunday every week or any revised schedule published by EdBrix. EdBrix will use commercially reasonable efforts to perform Scheduled Maintenance outside of Customer's regular business hours and will provide Customer with at least 96 hours’ prior notice of a Scheduled Maintenance event, which notice may be provided by EdBrix posting the schedule for Scheduled Maintenance on its website or otherwise providing notice of it through the Service. If Customer objects to the timing of a Scheduled Maintenance event, EdBrix and Customer will make all reasonable accommodations work to reschedule the event to a time that is acceptable to both parties if EdBrix is reasonably able to do so. EdBrix will not be responsible for any damages or costs incurred by Customer due to unavailability of the Service during Scheduled Maintenance of if the Customer unreasonably withholds consent for the Scheduled Maintenance event.
Emergency Maintenance - If the Service unexpectedly becomes unavailable or experiences a serious disruption, EdBrix will promptly notify Customer and commence performance of emergency maintenance with the objective of restoring Service as soon as reasonably possible under the circumstances. EdBrix will not be responsible for any damages or costs incurred by Customer due to unavailability of the Service during Emergency Maintenance
MONTHLY SUBSCRIPTION FEE
Monthly Subscription Fee is calculated as the Annual Subscription divided by 12 months.
EXCEPTIONS AND EXCLUSIONS – EXCUSABLE FAILURES TO MEET SLOS
Customer will not be entitled to receive a Service Level credit under this SLA for any failure to meet a Service Level Objective that results from or is otherwise attributable to any of the following:
Service Level Credit Request and Payment Procedures
Under no circumstances will Customer be entitled to receive a Service Level Credit for any month in a total amount exceeding the total amount of the Subscription Fee paid or owed by Customer for that month.
Service Level Credits as set forth in this SLA are Customer's sole and exclusive remedy for any event giving rise to a Service Level Credit but are without prejudice to Customer's termination rights under the Agreement. No Service Level Credit under this SLA shall be construed as a penalty or as an admission or acknowledgment of unsatisfactory contract performance by EdBrix.
Data Authorization and Data Use Agreement
The terms and conditions of the Data Use Agreement (DUA) executed with Customer on xxxx, to the extent relevant and applicable for data handling and other details, will apply to this Agreement. In the event of a conflict between the DUA and this Agreement, the DUA prevails. EdBrix is explicitly provided the authorization to receive and process the student information and other details for the purpose of providing services under the Subscription Agreement.
EdBrix and Customer will determine the following details related to data processing prior to the start of the services under the Subscription Agreement
Customer acknowledges that EdBrix is providing data processing services, as part of the managed services, to service the customer with update data, but the service is dependent on various factors beyond the control of EdBrix. EdBrix will diligently execute the data processing tasks, with reasonable efforts, and inform the customer in a timely manner of any significant issues in data due to any reasons. In particular, EdBrix is not responsible for issues arising out of the following reasons
Customer is responsible for coordinating the efforts with its internal teams as well as any third-party sources from where data is required to be interfaced. The customer will own such issues, engage with the relevant teams, work with them to address the issues in a timely manner. EdBrix is not responsible for any disruption or impacts to using the subscribed services due to the data issues described above.
Compliance Verification & Confirmation
Pre-Production Testing and Sign Off Document
1. Fully Managed Service
EdBrix offers a unique class of fully managed service, a full package of pre-built analytics, a robust, comprehensive data warehouse, on-going data integration from various sources, provisioned and fully managed on the cloud, with training and adoption support, periodic upgrades, and regular maintenance.
Other training deliverables:
2. Cloud Deployment
We offer the SaaS Solution as a fully managed service on the cloud, where we take care of all the cloud infrastructure requirements – storage, compute, and other details. We support Production instance, with load balancing and fail-overs, and a set of non-production instances (Development, Test, UAT, and Pre-Prod) as required to support the subscribed modules. The cloud instances are sized per the data volumes, user count, and other customer details. Any change in the data volumes or user count or other factors may require a change to the cloud configuration, with a potential additional charge.
3. Support Requests
Customers will use EdBrix supplied web-based ticketing system (JIRA) with severity as defined below. Customers are allowed to assign a maximum severity level of "HIGH." Where required, the Customer will follow up with EdBrix Support Desk for expediting or upgrading any "HIGH" severity issue. Phone support will be available during the mentioned support hours. Following defect triage, EdBrix will upgrade an issue as 'Critical' if it meets the criteria.
EdBrix will maintain the Jira board and provide timely updates to the customer depending on the severity of the issue. EdBrix will give access to a list of users who can access the Jira board and evaluate the status of the requests at any point in time.
Following are the request types:
Customers can also assign the priority to the requests to provide their input regarding the urgency of the request. Any work request from Jira will automatically be notified to the EdBrix Support Team.
Only defects are covered in full by the Subscription Agreement. Customer acknowledges that Clarification and Tasks are not SLA bound, and done on a best-effort basis, decided by EdBrix, based on the merits of the case, availability of bandwidth, and other considerations.
EdBrix will provide support services with agreed levels of responsiveness, as detailed in Attachment A, Maintenance and Support.
4. Enhancement Requests EdBrix encourages customers to log their requests for enhancements using the Support Ticket mechanism described in Section 4.
Requests can be for customer-specific requirements or changes, and also for general solution/product improvement. Customers can use Enhancement requests to record details of new features, capabilities, metrics, KPIs, data sources, or other functional and technical enhancements.
EdBrix is committed to taking the inputs from customers and increasing the usability, value, stability, scalability, performance, and other aspects of the subscribed solution.
EdBrix will classify the enhancement requests into Customer-specific enhancement and general improvements. EdBrix will add all general improvements to Solution Enhancements' roadmap and consider them suitably the quarterly updates.
All customer-specific enhancements will be reviewed and prioritized with the customer. EdBrix will determine the level of effort, timeline, and the costs associated (fixed or Time and Materials) for the specific enhancements. Upon customer approval, EdBrix will build and deliver the necessary enhancement to the cloud solution. Any enhancement requiring additional costs will be processed using Customers' standard change order process.
All enhancements made to EdBrix Solution, whether customer requested or not, are part of EdBrix Inc.'s intellectual property, and EdBrix will possess all rights to suitably use them in any part of its solution or offering, unless agreed to otherwise in any change order executed with the Customer.
In case required by the Customer, EdBrix and the Customer may agree for a bucket of hours for enhancements, on T & M or another, that can be used to address customer-specific enhancements and general enhancements.
5. EdBrix Initiated Quarterly Updates
EdBrix maintains a regular roadmap with quarterly updates to deliver new modules, new functionality, enhancements to existing solution modules, technical and technology improvements, performance optimizations, security improvements, cloud component optimization, and other improvements. Where required, EdBrix also delivers specific enhancements in its monthly release cycle.
EdBrix will add customer-requested generic enhancement to its roadmap and deliver them suitably. EdBrix will keep the customer informed of the upgrades and planned releases and provide notes for each release using the K12360 Knowledge Base.