“Administrator User” means each Customer employee designated by Customer to serve as technical administrator of the SaaS Services on Customer’s behalf. Each Administrator User must complete training and qualification requirements reasonably required by EdgeCX.
“Customer Content” means all data and materials provided by Customer to EdgeCX for use in connection with the SaaS Services, including, without limitation, customer applications, data files, and graphics.
“Documentation” means the user guides, online help, release notes, training materials and other documentation provided or made available by EdgeCX to Customer regarding the use or operation of the SaaS Services.
“Host” means the computer equipment on which the Software is installed, which is owned and operated by EdgeCX or its subcontractors.
“Maintenance Services” means the support and maintenance services provided by EdgeCX to Customer pursuant to this SaaS Agreement and Exhibit B.
“Other Services” means all technical and non-technical services performed or delivered by EdgeCX under this SaaS Agreement, including, without limitation, implementation services and other professional services, training and education services but excluding the SaaS Services and the Maintenance Services. Other Services will be provided on a time and material basis at such times or during such periods, as may be specified in a Schedule and mutually agreed to by the parties. All Other Services will be provided on a non-work for hire basis.
“Schedule” is a written document attached to this SaaS Agreement under Exhibit A or executed separately by EdgeCX and Customer for the purpose of purchasing SaaS Services under the terms and conditions of this SaaS Agreement.
“Software” means the object code version of any software to which Customer is provided access as part of the Service, including any updates or new versions.
“SaaS Services” refer to the specific EdgeCX’s internet-accessible service identified in a Schedule that provides use of EdgeCX’s business communication Software that is hosted by EdgeCX or its services provider and made available to Customer over a network on a term-use basis.
“Subscription Term” shall mean that period specified in a Schedule during which Customer will have on-line access and use of the Software through EdgeCX’s SaaS Services. The Subscription Term shall renew for successive 12-month periods unless either party delivers written notice of non-renewal to the other party at least 30 days prior to the expiration of the then-current Subscription Term.
“User” means all persons identified by Customer as users of EdgeCX’s SaaS Services and configured on the software.
During the Subscription Term, Customer will receive a nonexclusive, non-assignable, royalty free, worldwide right to access and use the SaaS Services solely for business operations subject to the terms of this Agreement and up to the number of Users and other limitations documented in the Schedule.
Customer acknowledges that this Agreement is a services agreement and EdgeCX will not be delivering copies of the Software to Customer as part of the SaaS Services.
Customer shall not, and shall not permit anyone to:
Orders. Customer shall order SaaS Services pursuant to a Schedule. All services acquired by Customer shall be governed exclusively by this SaaS Agreement and the applicable Schedule. In the event of a conflict between the terms of a Schedule and this SaaS Agreement, the terms of the Schedule shall take precedence.
Invoicing and Payment. Unless otherwise provided in the Schedule, EdgeCX shall invoice Customer for all fees on the Schedule effective date. Customer shall pay all undisputed invoices within 15 days after Customer receives the invoice. Except as expressly provided otherwise, fees are non-refundable. All fees are stated in Indian Rupee and must be paid in Indian Rupee.
Taxes. EdgeCX shall bill Customer for applicable taxes as a separate line item on each invoice. Customer shall be responsible for payment of all taxes as per governing law at the time of invoicing or similar charges relating to Customer’s purchase and use of the services.
Term of SaaS Agreement. The term of this SaaS Agreement shall begin on the Effective Date and shall continue until terminated by either party as outlined in this Section.
Termination. Either party may terminate this Agreement with 30 days’ notice. In case of material breach by the other Party, either party may terminate this SaaS Agreement immediately in case the material breach by the other party has not been cured within thirty (30) days after receipt of notice of such breach.
Suspension for Non-Payment. EdgeCX reserves the right to suspend delivery of the SaaS Services if Customer fails to timely pay any undisputed amounts due to EdgeCX under this SaaS Agreement, but only after EdgeCX notifies Customer of such failure and such failure continues for fifteen (15) days. Suspension of the SaaS Services shall not release Customer of its payment obligations under this SaaS Agreement. Customer agrees that EdgeCX 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 SaaS Services resulting from Customer’s nonpayment.
Suspension for Ongoing Harm. EdgeCX reserves the right to suspend delivery of the SaaS Services if EdgeCX reasonably concludes that Customer or a Customer’s user’s use of the SaaS Services is causing immediate and ongoing harm to EdgeCX or others. In the extraordinary case that EdgeCX must suspend delivery of the SaaS Services, EdgeCX shall immediately notify Customer of the suspension and the parties shall diligently attempt to resolve the issue. EdgeCX 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 SaaS Services in accordance with this Section 6.4. Nothing in this Section 6.4 will limit EdgeCX’s rights under Section 6.5 below.
