EdÛcare Premium Support Terms

These terms and conditions (“Premium Support Terms”) apply to Customer’s right to receive the Premium Support services as described here https://business-support.Educaire.com/hc/articles/37440792796055 (“Premium Support”), in accordance with the requirements below. All terms not defined herein have the meanings ascribed to them in the Master Services Agreement or other similar agreement executed between the parties to govern the use and provisioning of EdÛcare’s Services (the “Agreement”). Except as specifically stated herein, the Agreement shall continue in full force and effect and is supplemental to and incorporated herein by reference. For the avoidance of doubt, “Services” under the Agreement includes Premium Support. If these Premium Support Terms conflict with any of the terms in the Agreement, these terms will control with respect to the Premium Support.

If Premium Support is purchased by Customer under an applicable Order Form, then the Premium Support will begin on the relevant Start Date set forth in the Order Form for such Services and shall expire on the relevant End Date set forth in the Order Form for such Services. All Premium Support is billed and invoiced in accordance with the terms of the Agreement.

Customer will cooperate reasonably and in good faith with EdÛcare to enable the performance of Premium Support by, without limitation, (a) allocating sufficient resources and timely performing any tasks reasonably necessary to enable EdÛcare to perform its obligations, (b) timely delivering any materials and other obligations required, (c) timely responding to EdÛcare inquiries related to the Premium Support, (d) assigning up to three (3) employees to serve as points of contact for EdÛcare’s Customer Support Team, (e) actively participating in scheduled project meetings, (f) providing in a timely manner and at no charge to EdÛcare, access to the appropriate and knowledgeable employees and agents and continuous administrative access to EdÛcare, (g) coordinating with EdÛcare to schedule remote online and telephonic meetings all as reasonably requested by EdÛcare, (h) providing complete, accurate and timely information, data and feedback, all as reasonably required, and (i) only using the Premium Support Services in a reasonable manner consistent with standard industry practice, including not submitting support requests that are excessive in volume, repetitive in nature, or outside the scope of the Premium Support.

Premium Support shall be based on content and features available at the time of delivery. EdÛcare will provide experienced and qualified personnel to provide Premium Support in a professional and workmanlike manner. EdÛcare provides Premium Support as is and makes no warranties of any kind, express or implied.

Each party, including employees and consultants, will at all times maintain the status of independent contractor with respect to one another.

Except as expressly set forth in these Premium Support Terms, neither party grants the other party, express or implied, intellectual property rights. EdÛcare owns all right, title and interest in and to all Premium Support, all software programs or tools, utilities, technology, processes, inventions, devices, methodologies, specifications, documentation, techniques and materials of any kind used or created by EdÛcare in the course of providing Premium Support hereunder, and all intellectual property rights in any of the foregoing.

Notwithstanding any termination rights set forth in the Agreement, in the event Customer asserts a right to terminate the Agreement for breach arising out of or related to Premium Support, such termination right shall apply solely to Premium Support and shall not extend to any other Services provided to Customer under the Agreement, which shall remain in full force and effect.