Brev.dev Software Services Agreement
Effective Date: November 12, 2021
This SaaS Subscription Services Agreement, together with applicable Order Forms, attachments, exhibits, schedules and/or statements of work (collectively referred to as the “Agreement”) is entered into upon the earlier of signing of Order Form or account creation (the “Effective Date”) between Brev.dev, Inc., with a place of business at 2261 Market Street #4066, San Francisco, CA 94114 (“Brev” or “Company” as the case may be), and the Customer first listed in the Order Form (“Customer”). Each Brev and Customer are referred to as a “Party” and together they are the “Parties” hereto.
1. SaaS Services and Support
1.1 Subject to the terms of this Agreement are inclusive of any order forms, statements of work, exhibits, attachments, schedules or addenda, ”Agreement”), Company will use commercially reasonable efforts to provide Customer the Services (as defined in the Order Form) in accordance with the Service Level Agreement attached hereto as Exhibit B (the ”SLA”). As part of the registration process, Customer will identify an administrative user who shall manage the subscription, compliance with its terms, and oversee each individual that is provisioned access to the Brev infrastructure (”Admin”) as a service (the ”Hosted Service”). Any user provisioned with access to the Hosted Service is hereinafter referred to as a ”User.” The Admin will be provided a unique password for Customer’s Enterprise level account, and the Admin is and remains solely responsible to manage the account, access by the enterprise, use by each User, and for all of them to adhere to the Agreement.
1.2 Subject to the Agreement, Company will provide Customer with reasonable technical support services consistent with Company’s support terms attached hereto as Exhibit C.
2. Restrictions and Responsibilities
2.1 Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, code, documentation, or data related to the Services (”Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels. Subject to Section 3.3, with respect to any Software that is provided to Customer by or on behalf of Company for use by Customer only as contemplated by the Agreement, Company hereby grants Customer a non-exclusive, non-transferable, non-sublicensable license to use such Software during the Term set forth in Section 5.1, and only in connection with the Services.
2.2 Further, Customer may not remove or export from the United States or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.227‑7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the Terms and will be prohibited except to the extent expressly permitted by the Terms.
2.3 Customer represents, covenants, and warrants that access to the Service will only be provisioned to those Users authorized to access the Hosted Service (i.e. with Seats). Access will be given by the Customer's Admin via the Company’s administrative portal, as set forth with greater specificity in Exhibit A. Customer’s Admin, on behalf of its enterprise, is solely responsible for generating, updating and maintaining its list of Users. Customer further represents, covenants, and warrants that Customer will use the Services only in compliance with Company’s standard published policies then in effect (the ”Policy”) and all applicable laws and regulations. Customer hereby agrees to indemnify and hold harmless Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s or its Users’ use of Services. Although Company has no obligation to monitor Customer’s use of the Services, Company has the right to audit Customer, and may, in its discretion prohibit, or throttle, any use of the Services, that Company reasonably believes may be (or alleged to be) in violation of the foregoing or where Customer is reasonably broaching in a breach of the Agreement.
2.4 Implementation Services shall be in accordance with specifics contained in Exhibit A. Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, ”Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.
3. Confidentiality; Proprietary Rights
3.1 Each party (the ”Receiving Party”) understands that the other party (the ”Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as ”Proprietary Information” of the Disclosing Party). Proprietary Information of Company includes non-public information regarding features, functionality and performance of the Software and/or the Service. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information as confidential, and (ii) not to use (except in performance of and to enable the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party which the Disclosing Party maintained as its confidential information. Notwithstanding anything to the contrary in the foregoing, the Receiving Party may disclose the Disclosing Party’s Proprietary Information solely and only to the extent the same is compelled to be provided to a court or office of government having jurisdiction to seek disclosure of same by law.
3.2 Customer shall maintain a sole proprietary interest in and to Customer Data. Company shall own and retain all right, title and interest in and to (a) the Services and software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions (”Software”) or other technology developed in connection with software implementation services and support set forth in Exhibit A (”Implementation Services”,), and (c) all intellectual property rights related to any of the foregoing. Nothing in the Agreement shall be construed or interpreted as licensing or transferring to Customer any of the Company’s right, title, interest or intellectual property rights in or to the foregoing except as expressly provided in the Agreement. Rights not conferred by Company are reserved.
3.3 Notwithstanding anything to the contrary, Company shall have the right collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Company will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.
4. Payment of Fees
4.1 Customer will pay Company all applicable fees described in the Order Form for the Services and Implementation Services (the ”Fees”) in accordance with Section 4.3. Customer shall be responsible for all taxes associated with Services other than U.S. taxes based on Company’s net income.
4.2 If Customer’s use of the Services exceeds the Service Capacity set forth on the Order Form or otherwise requires the payment of additional fees (per the Agreement), Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided herein. Company reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term or then‑current renewal term, upon thirty (30) days prior notice to Customer (which may be sent by email). Notwithstanding anything to the contrary in the foregoing, Company may increase Fees at any time for increased consumption or for access to additional Services from what is set forth in the Order Form.
4.3 Company will invoice Customer in accordance with the Order Form. Payment is due on a net thirty (30) day basis from date of invoice. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. If Customer believes that Company has billed Customer incorrectly, Customer must contact Company no later than 30 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Company’s customer support department, shared Slack channel, or Discord support.
5. Term and Termination
5.1 Subject to earlier termination as provided below, this Agreement is for the Initial Service Term as specified in the Order Form, and shall be automatically renewed for additional periods of the same duration as the Initial Service Term (collectively, the “Term”), unless either party requests termination at least thirty (30) days prior to the end of the then-current term. Failure to request timely termination will result in forfeiture of Fees applicable for the then subsequent period.
5.2 Company reserves the right (in addition to any other rights or remedies Company may have) to throttle or discontinue the Service and suspend User ID’s and/or Customer’s access to the Service if any Fees are more than thirty (30) days overdue, withholding reinstatement until such amounts are paid in full. Customer shall maintain complete, accurate and up-to-date Customer billing and contact information. In addition to any other remedies it may have, either party may also terminate this Agreement if the other party breaches a material term under this Agreement and fails to cure such breach within thirty (30) days from notice of breach. Customer will pay in full for the Services up to and including the last day on which the Services are or were provided.
6. Warranty and Disclaimer
Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Implementation Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company’s reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, Company does not warrant that the Services will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of the Services. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
7. Indemnification
7.1 By Company. Company will defend or, at its sole option, settle, any third-party claim(s) brought against Customer relating to intellectual property infringement and indemnify Customer against all damages and costs finally awarded against Customer under any such claim or action by a court of final jurisdiction. Company may, at its sole option and expense, either: (i) procure for Customer the right of access to the Services; (ii) replace the infringing Services with non-infringing services; (iii) modify the infringing Services so they are no longer infringing, or, if options (i)-(iii) are not commercially reasonable, then (iv) terminate this Agreement. Upon exercise of option (iv) in the previous sentence, Company will have no further obligations or liability to Customer with respect to the subject of this Section 7.1 for the infringement in question. Except as specified in this paragraph, Company will not be liable for any costs or expenses incurred by Customer for legal services independently retain without Company’s prior written consent.
7.2 By Customer. Customer hereby agrees to indemnify, defend and hold harmless Company and its successors, assigns, agents and employees against any and all third party liabilities, losses, damages, costs, claims and expenses (including reasonable attorney fees) arising out of: (a) a breach of warranty or representation contained in this Agreement; (b) negligent acts or omissions resulting in a breach of the confidentiality obligations; (c) losses incurred in connection with a third party alleging that Customer has used a third-party platform or product in a way that violates an applicable law or agreement, except to the extent resulting from Company’s intentional misconduct, or claims for infringement as described in Section 7.1.
7.3 Procedure. Any party that is seeking to be indemnified under the provision of this Section 7 (an ”Indemnified Party”) must (a) promptly notify the other party (the ”Indemnifying Party”) of any third-party claim, suit, or action for which it is seeking an indemnity hereunder (a "Claim"), and (b) give the Indemnifying Party the sole control over the defense of such Claim.
8. Limitation of Liability
IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES INCLUDING LOSS OF PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, OR LOSS OF DATA IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ITS TERMINATION REGARDLESS WHETHER ARISING UNDER CONTRACT, TORT, OR ANY OTHER THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL COMPANY’S TOTAL CUMULATIVE LIABILITY TO CUSTOMER FOR DAMAGES UNDER THIS AGREEMENT OR OTHERWISE EXCEED THE AMOUNT OF PAYMENTS ACTUALLY PAID BY CUSTOMER TO LICENSOR HEREUNDER FOR THE TWELVE MONTHS IMMEDIATELY PRECEDING THE ALLEGED BREACH. MULTIPLE CLAIMS WILL NOT ENLARGE THIS LIMIT. THIS LIMITATION OF LIABILITY SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY EXCLUSIVE REMEDY HEREIN.
9. Miscellaneous
9.1 All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
9.2 If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
9.3 This Agreement is not assignable, transferable or sublicensable by Customer except with Company’s prior written consent. Company may transfer and assign any of its rights and obligations under this Agreement without consent.
9.4 This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein.
9.5 No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Company in any respect whatsoever.
9.6 In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees.
9.7 All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.
9.8 This Agreement will be governed in accordance with the laws of the State of California, without reference to conflict of laws principles that would require the application of the laws of another jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement. To the extent permissible by law, the Uniform Computer Information Transaction Act will also not apply to this Agreement.


Exhibit A
Provisioning and Set Up
Provisioning of user accounts
Providing documentation
Set Up Service
1. Provisioning User Accounts
a. Customer will assign an administrator to maintain a list of its licensed Users. Customer, through its administrative account, may update its User list and disable its User licenses. All Users are controlled by Customer’s designated account administrator. Company will register Customer, authorize a Customer’s administrator to manage list of each User via the Company’s administrative portal, in order to provide or disable such Users access to the Services in accordance with the Agreement and the Agreement.
b. User List Maintenance. Access shall only be granted by Customer to those Users authorized (i.e. with seats) access by Customer’s administrator through the Company’s administrative portal. Customer is solely responsible for generating, updating and maintaining its list of Users.
2. Documentation
a. Brev.dev will provide developer and management documentation at docs.brev.dev.
3. Set Up Service
Company may provide Customer with White glove services for onboarding and initial support as requested.
Exhibit B
Service Level Agreement (SLA)
The Services shall be available 99%, measured monthly, excluding U.S. holidays and weekends and scheduled maintenance. If Customer requests maintenance during these hours, any uptime or downtime calculation will exclude periods affected by such maintenance. Further, any downtime resulting from outages of third party connections or utilities or other reasons beyond Company’s control will also be excluded from any such calculation. Customer's sole and exclusive remedy, and Company's entire liability, in connection with Service availability shall be that for each period of downtime lasting longer than one hour, Company will credit Customer 5% of Service fees for each period of 30 or more consecutive minutes of downtime; provided that no more than one such credit will accrue per day. Downtime shall begin to accrue as soon as Customer (with notice to Company) recognizes that downtime is taking place, and continues until the availability of the Services is restored. In order to receive downtime credit, Customer must notify Company in writing within 24 hours from the time of downtime, and failure to provide such notice will forfeit the right to receive downtime credit. Such credits may not be redeemed for cash and shall not be cumulative beyond a total of credits for one (1) week of Service Fees in any one (1) calendar month in any event. Company will only apply a credit to the month in which the incident occurred. Company’s blocking of data communications or other Service in accordance with its policies shall not be deemed to be a failure of Company to provide adequate service levels under this Agreement.
“Normal Business Hours” means 8:00 a.m. to 5:00 p.m. Pacific Time Monday through Friday excluding holidays (named).
“Scheduled Downtime” means the total amount of time during any calendar month, measured in minutes, during which Customer is not able to access the Service due to planned system maintenance performed by Company. Company will exercise reasonable efforts to perform scheduled system maintenance at approximately 3 a.m. Pacific Time Company will provide Customer with reasonable prior notice of such Scheduled Downtime.
“Unscheduled Downtime” means the total amount of time during any calendar month, measured in minutes, during which the Customer is not able to access the features and functions of the Company Service, other than Scheduled Downtime, as defined above. Unscheduled Downtime shall not include any period during which the Company Service is unavailable as a result of (i) non-compliance by Customer with any provision of this SLA; (ii) incompatibility of Customer’s equipment or software with the Service; (iii) actions or inactions of Customer or third parties; (iv) Customer’s use of the Company Service after Company has advised Customer to modify its use of the Service, if Customer did not modify its use as advised; (v) acts or omissions of Customer or Customer’s employees, agents, contractors, or vendors, or anyone gaining access to the Service by means of Customer’s passwords or equipment; (vi) performance of Customer’s systems or the Internet; (vii) any systemic Internet failures; (viii) network unavailability or Customer’s bandwidth limitations; or (ix) Scheduled Downtime.
“System Availability” means, with respect to any particular calendar month, the ratio obtained by subtracting Unscheduled Downtime during such month from the Total Monthly Time, and thereafter dividing the difference so obtained by the Total Monthly Time. Represented algebraically, System Availability for any particular calendar month is determined as follows:
System Availability=(Total Monthly Time minus Unscheduled Downtime) divided by (Total Monthly Time)
Exhibit C
Support Terms
Company will provide basic Technical Support to Customer via general support Discord (link can be found within Brev dashboard). Higher quality support is available on paid tiers, either through a private Discord channel or a private shared Slack channel.
Support Hours
The service will be fully supported Monday through Friday 8:00 a.m. to 5:00 p.m. Pacific Time. Support calls will be accepted at any time, but if received outside the supported hours there is no obligation to act upon the call until the next supported period.
Support Procedures
1. Support calls will be accepted from any authorized Users only.
2. Open complaint reports will be progressed according to internal policy.
3. A complaint will be raised for all calls, unless the caller agrees that this is unnecessary.
Support Parameters
These parameters will normally be defined in terms of Mean Times.
1. The time for initial response to a Customer shall be not more than one hour on average.
2. Full service as defined shall be restored within three hours on average.
3. Repair shall be completed within one day on average.
Availability The time the service is available for normal use over a period, as a ratio of the duration of the period.
Escalation This is an exceptional procedure engaged by a user or the service requester. Anybody who is not satisfied with the service or a person providing the service can escalate the Customer to a particular Company resource, accessible via the private Slack channel.
Failure is defined as any condition that results in loss of functionality or performance of the service that affects at least one user, subject to the general exclusions.
Maximum Time to Resolve: It is the maximum time taken to resolve a failure.
Service recovery occurs when the service is restored, and can resume normally, if necessary by reconfiguration.
Reporting technical issues—whereby a user’s Customer is registered by the Company, and tracked until the Customer is solved to the satisfaction of the user.