Software as a Service (SaaS) Subscription Agreement

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. SERVICES. 
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. 
‍2.5. Access Protocols. Upon execution of an Order, EdBrix will provide to Customer the necessary access credentials  and protocols to allow Authorized Users to access the applicable SaaS Software (the “Access Protocols”). Customer  acknowledges that Authorized Users may be required to accept EdBrix’s online Terms of Use and Privacy Policy before  being permitted to access the SaaS Software, or an End User License Agreement (“EULA”) prior to being permitted to  download and install a Mobile App. Customer shall undertake reasonable efforts to make all Authorized Users aware  of the provisions of the Agreement that are applicable their use of the SaaS and shall cause them to comply with such  provisions. Customer acknowledges and agrees that, as between Customer and EdBrix, Customer shall be responsible  for all acts and omissions of Authorized Users and for any activity, whether or not authorized by Customer, conducted  using Authorized Users’ access credentials. 
‍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. 
‍2.12. Changes. EdBrix may, in its sole discretion, make changes to any SaaS or its Hosting Environment that EdBrix deems necessary or useful to maintain or enhance the quality, delivery, cost-efficiency, performance, competitiveness of, or market for EdBrix’s products and services or to comply with Applicable Law or EdBrix’s Privacy Policy.
‍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. GENERAL. 
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:

Attachment A
Maintenance and Support

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:

Service Level Credit – for Incident Resolution Failure

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 (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:  

• Failure of third-party internet access or cloud platform or cloud infrastructure or cloud software or solution  provider, or access circuits to the Service, unless the failure is caused solely by the fault of Provider  • Published maintenance and other SLA terms of the Cloud Service Provider (such as Google Cloud, Snowflake,  Fivetran, DBT, AWS or other cloud services) 
• Issues in data quality, data corruption or data erasure, network connectivity, database and application  connectivity, system and application performance, configuration and execution of the extract programs running  within the in-house systems of the customer, database, authentication and single sign-on mechanisms, on premises as well as cloud-based systems of the customer. 
• Issues with third party data sources and systems, that are Customer controlled and customer authorized,  including connectivity issues, availability, application and API call performances, authentication issues,  changes to data structures or API signatures or Authentication mechanism, data quality, extract performance  and other technical integration and data related issues.  
• Failure of third-party hardware, software or services not within Provider's reasonable control
• Performance of emergency maintenance
• Use of any Provider services or property by Customer’s personnel or end users in violation of the Agreement or Provider policies, or in violation of applicable laws or regulations
• Any "Force Majeure" event or other circumstance beyond Provider's reasonable control

Service Level Credit Request and Payment Procedures 

• Service Level Credits under this SLA will be calculated every quarter, within 21 days from the last working day of the previous quarter. Calculations are applicable for each month and are not cumulative.
• In order to be eligible to receive a Service Level Credit under this SLA, Customer's account with Provider must be current and in good standing at the time credit is requested.
• EdBrix will provide Customer a report of the incidents by severity and identify the incidents that did not meet  the agreed SLA terms. EdBrix will calculate the applicable Service Credit and submit these details to Customer  for review within 21 days from the last working day of the previous quarter. 
• Customer will review the details, work with EdBrix on any items of disputes, and will approve the Service Credit Statement within a target period of 21 days.
• EdBrix will process the credit within 21 days of receipt of the mutually agreed Service Credit statement from the Customer. The credit can be used by the Customer for any future renewals, services, or a cash refund.
• A customer may have more than one service account with the Provider, and the terms and conditions will apply individually to each service account.

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.

Attachment B
Non-Disclosure Terms

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.

Attachment C 
Service Level Agreement 
INTRODUCTION

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:

• Module 1
• Module 2

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:

• Module 1- 99.5% per month
• Module 2– 99.5% per month

"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:

• Failure of third-party internet access or cloud platform or cloud infrastructure or cloud software or solution provider, or access circuits to the SaaS, unless the failure is caused solely by the fault of EdBrix
• Published maintenance and other SLA terms of a third-party Hosting Environment provider
• Third-party data sources and systems, both Customer owned or managed or third-party owned or managed, including customer-managed or third-party authentication systems
• Failure of third-party hardware, software, or services not within EdBrix's reasonable control
• Performance of emergency maintenance
• Use of any Provider services or property by Customer’s personnel or end users in violation of the Agreement or Provider policies, or in violation of applicable laws or regulations
• Any "Force Majeure" event or other circumstance beyond Provider's reasonable control

Service Level Credit Request and Payment Procedures 

• Service Level Credits under this SLA will be calculated every quarter, within 21 days from the last working day of the previous quarter. Calculations are applicable for each month and are not cumulative.
• 2. In order to be eligible to receive a Service Level Credit under this SLA, Customer's account with Provider must  be current and in good standing at the time credit is requested.  
• EdBrix will provide Customer a report of the system downtimes outside scheduled maintenance during each  business day of each month in the quarter and calculate the system availability rate for each month. EdBrix will calculate the applicable Service Credit for downtime in excess of approved limits, and submit these details  to Customer for review within 21 days from the last working day of the previous quarter. 
• Customer will review the details, work with EdBrix on any items of disputes, and will approve the Service Credit  Statement within a target period of 21 days. 
• EdBrix will process the credit within 21 days of receipt of the mutually agreed Service Credit statement from the Customer. If the Customer has prepaid the subscription, EdBrix will make a cash refund to the Customer. If the Customer has not prepaid the subscription, EdBrix will issue a credit note to the Customer, and allow the credit to be adjusted against the next payment due.
• A customer may have more than one service account with the Provider, and the terms and conditions will apply individually to each service account.

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.

Attachment D 
Data Processing, Access & Deployment Agreement

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. 
‍Data Processing 
‍EdBrix and Customer will determine the following details related to data processing prior to the start of the services  under the Subscription Agreement

• Details of each source, content and format of data from each source, the mode of getting data, full-load vs incremental load, authentication, error handling and re-processing, Data sources include sources owned or managed by the Customer (on-premises or cloud), owned or managed by third parties for the Customer, public sources recommended or agreed to by the Customer, user uploads and user provided data agreed to by the Customer.
• Frequency of receipt of the information, including any differences in frequency during month-end, beginning  of year, end of year, end of semester or other events. 
• Process for escalating to the Customer, in case of data issues, including connectivity, access, incomplete data, errors in data, delays in getting the details, non-compliant format or other issues.

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 

• a. Issues in source, meaning any source from where data is being extracted or interfaced as part of the Data Processing, including issues in data arising out of connectivity, access, incomplete data, duplicates, wrong data, data errors, delays in getting the details, non-compliant format or other issues.
• b. Changes to sources or change to the structure of data from a given source, unless such change is agreed to  by Customer and EdBrix, with associated details of timelines, efforts and costs to address the changes, as  applicable. 

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. 

Data Access

• a. EdBrix will use the Single Sign-On Authentication Method of the Customer to authenticate the users. Any exceptions that require the use of alternate methods will need to be explicitly approved in writing by the Customer.
• b. Users, roles, role groups and permissions for roles/role groups are set up in subscribed modules by the  customer users, or by the EdBrix team, with the approval of the customer. Customer owns the security and  access setup, facilitated by the capabilities provided by EdBrix. Access levels of any person, which is not in  compliance with the policies of the organization are the responsibility of the customer and not that of EdBrix. 
• c. Customer users are not expected to use generic accounts, or weak passwords or share their application  credentials with other users. Any breach happening due to such practices of users are outside the scope of  EdBrix’s responsibility. 
• d. Customers will be responsible for testing the security implementation in a pre-production environment and  approve the deployment to Production. Any issues seen in production, which were missed in the pre production environment will not be a responsibility of EdBrix. 
• e. Customer users are allowed the option to download information from the application. Customer users are  advised caution in downloading or exporting any information from the subscribed system. Authorized  personnel of the customer will be responsible to specify the permissions to download, and also restrict the  scope of download of information. EdBrix is not responsible for the safety and control of the data downloaded,  including any kind of sharing by the Customer users. 
• f. Customer acknowledges that EdBrix solution include reports/dashboards that display personally identifiable  information of students and others. EdBrix will provide the required details to authorized personnel of the  Customer to review the dashboards and reports that provide the PII, and the roles/role-groups that have  access to them. The authorized users of the customer will require to review and approve the PII permissions  as part of the application configuration, both initial set-up and on-going usage, and the Customer will be  responsible for the permissions provided for the PII information access to their users. 

Compliance Verification & Confirmation 

• a. All deployments to production instance, whether the initial enablement or any subsequent changes, will be  first deployed to a Pre-Production or UAT instance for testing and validation by the Customer. 
• b. Customer users are expected to validate the security setup, access levels, review the data integration, storage  and retrieval processes, review the PII restrictions and access, to confirm that EdBrix’s data processes and  application systems are meeting the compliance requirements, including the requirements concerning the  use of student information protected under the Family Educational Rights and Privacy Act (FERPA), 20 U.S.C.  1232g,34 Code of Federal Regulations Part 99, and the California Education Code sections 49060-49085, as  applicable. 
• c. Customer will provide a Pre-Production Testing and Sign off Document, described below, for approving deployment to Production instance of any bugs, changes or enhancements requested by the Customer. For  other deployments to production, including solution enhancements or other technical improvements initiated  by EdBrix, Customer will provide explicit written approval for deployment to Production instance. Customer  explicitly agrees that the sign off provided by Customer’s authorized personnel for Production Deployment  Approval, whether explicitly through a formal sign-off document or other means mutually agreed between the  Customer and EdBrix, confirms their verification and acceptance of the scope and functionality of the changes,  bugs, enhancements and security setup. 

Pre-Production Testing and Sign Off Document 

• a. This is a formal document that authorized user(s) of the customer will execute, at the end of the testing, confirming their testing of the application, and approving EdBrix to move the application, new modules, new features, bug fixes, enhancements, configuration changes or security changes or other changes or improvements.
• b. The document will be executed, digitally or otherwise, for Customer to authorize EdBrix to deploy to Production environment any change stated in (a).
• c. The document will serve as the conclusive agreement for: 
  1. Scope of deployment and testing and acceptance of the scope 
  2. Confirming that there are no outstanding Critical Severity Issue 
  3. If there are any High Severity issue recorded, the document will include details of the issue, work  around if any, timeline and steps mutually agreed between EdBrix and the Customer to handle the  High Severity issue. Deployments made with such approval may not qualify for the Service Level  Credit for Incident Resolution Failure in Attachment A. 
  4. List of outstanding Medium and Low Priority Bugs, and enhancement requests, with timeline for  addressing the Medium and Low Priority Bugs. Enhancement requests will be evaluated by EdBrix,  and follow the Enhancement Request process for prioritization, approval and deployment.
  5. Any known issues or limitations, not in the nature of bugs, including browser specific compatibility or CSS issues.

  Attachment E 
  Fully Managed Services, Support & Enhancements

  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.

• We take a 360⁰ holistic view, recommending integrated analytics that blends cross-functional, disparate areas, addressing customer needs with industry best practices tailored to specific needs.
• The subscribed to module comes with the scope and functionality determined at the time of start of the subscription, plus any enhancement or changes explicitly spelled out and agreed to at the start of the subscription.
• We handle the one-time integration and also the day to day continued integration of data. We set up the required processes, including the schedules, dependencies, and error-handling routines, to get the data from each source on a scheduled basis. We support flexible schedules per the needs of the customer, including near-real-time reporting.
• We set-up and host all the required infrastructure on the cloud, including support for pre-production environments (Development, Test, Training, UAT, and Pre-Prod), monitor the environments, and suitably scale up the instances to meet the customer needs. We take care of all the upgrades and other requirements of the cloud services.
• We agree to provide training documentation specific to the Customer which covers the functionality related  to the Scope in a mutually agreed upon Change Order. The deliverables include: Role-based deliverables:
  • User Manuals 
  • Training Overview Videos (Script and Video Recording/Editing)
  • Quick Start Guides (2-4 pages)
  • Training screenshots/slide decks

  Other training deliverables:

  • Technical job aids
  • • Handouts for in-person training sessions 
  • • Training knowledge transfer support 
  • Training materials for Train-the-Trainer and Super Users.
• We provide data and application support on an on-going basis and provide technical and functional support on SLA terms. We provide support for all bugs on agreed SLA terms, handle customer enhancements and deploy solution level quarterly upgrades.
• EdBrix manages all the resource needs, resource allocation and other details. Service levels are managed per the SLA terms executed with the customer.

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:

• Defect: Instances where the application is not performing as per the defined requirements
• Enhancement: Additional changes, features requests for the application. These requests would be new requirements and would be handled on the merit of the request. The decision to implement any enhancement would be solely with EdBrix.
• Clarification: Any clarification on calculations or knowledge transfer requests from technical or business users, including, but not limited to, clarification on system usage, calculations, configuration, and others.
• Task: Any ad-hoc request, like running certain types of data extract for validation. The decision to implement any task in the existing contract clause would be solely with EdBrix.

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.