SAAS AGREEMENT
This Software-as-a-Service Agreement (SaaS) ("Agreement") is made and effective the [DATE],
BETWEEN: [COMPANY NAME], (the "Customer"), a corporation organized and existing under the laws of [STATE], with its head office located at:
[COMPLETE ADDRESS]
AND: [COMPANY NAME], (the "Provider"), a corporation organized and existing under the laws of [STATE], with its head office located at:
[COMPLETE ADDRESS]
WHEREAS, The Customer is granted a license to use the Software, subject to a set of limitations and restrictions.
WHEREAS, The Provider undertakes to provide high-performance Software while committing to comply with certain requirements relating to the maintenance of the Software.
In consideration of the terms of this agreement, and other valuable consideration, the parties agree as follows:
DEFINITION
“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 [PROVIDER NAME].
“Confidential Information” means any information disclosed by a party to the other party, directly or indirectly, which could be in orally or written (graphic, machine-readable or other tangible form], is marked as “confidential” or “proprietary”.
“Host” means the computer equipment on which the Software is installed, which is owned and operated by [PROVIDER NAME] or its subcontractors.
“Maintenance Services” means the support and maintenance services provided by [PROVIDER NAME] to Customer pursuant to 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 [PROVIDER NAME]’s internet-accessible service identified in a Schedule that provides use of [PROVIDER NAME]’s identity/access management Software that is hosted by [PROVIDER NAME] or its services provider and made available to Customer over a network on a term-use basis.
SERVICE
The Provider hereby grants the Customer, including all authorized users of the Customer, a non-exclusive, non-sublicensable, non-assignable, royalty-free, worldwide license to access and use the service (the "Service") solely for the internal business operations of the Customer in accordance with the terms of this Agreement and the Provider's online terms of use.
TERM AND TERMINATION
The term of this Agreement shall begin on the Effective Date and shall end [SPECIFY].
PAYMENT
TERM
[SPECIFY] is sold as a Software-as-a-Service (SaaS) and requires Clients to have a valid membership subscription. We accept payments with Credit Cards and Visa and Mastercard Debit Cards [OR SPECIFY]. Your subscription will renew automatically at the end of the subscription term unless you opt-out from automatic renewal or cancel your membership. You can update your payment method, manage your subscription, or cancel at any time by visiting the Billing page under your user account.
By purchasing this software, you agreed to enroll in our automatic renewal service. This keeps your products up and running, automatically charging then-current renewal fees to your payment method on file, with no further action on your part.
Account cancellation policy
:
Once a user submits a request for cancellation, no additional charges will be made. However, no refunds are provided upon cancellation. If you cancel before an upcoming renewal date, you will have access to your Account through the end of the then-current year.
Cancellation of automatic renewal
:
Annual subscriptions purchased will renew automatically at the end of the term. Your credit card is charged at the end of each subscription period and a renewal confirmation notice is sent to the account administrator’s email address. Notifications of upcoming renewal is sent to the account administrator’s email address 30 days and 10 days before renewal. If the you wish to turn off the automated renewal, you can do so any time from your online account under My Account/Billing.
Free trial
:
[COMPANY NAME] offers a free trial version for [SPECIFY]
.
We do not request credit card information when signing up to the free trial. The free trial allows anyone to view the whole content of the software. The free trial, however, does not allow you to Download, Export, Print or to Cut/Copy/Paste/Save. You need to purchase and activate the software in order to be able to fully download and use the product.
Failed renewal & account suspension
:
If your credit card on file is closed or expired, or if for any reason, a charge is rejected, you will be requested to update your Billing Information and supply a new payment to keep your account active. If a charge is rejected, your access to the [COMPANY NAME] software will be suspended until you update your account information and the payment is successful.
CUSTOMER’S RESPONSIBILITIES
Customer shall provide commercially reasonable information and assistance to [PROVIDER NAME] to enable [PROVIDER NAME] to deliver the SaaS Services. Customer acknowledges that [PROVIDER NAME] ’s ability to deliver the SaaS Services in the manner provided in this SaaS Agreement may depend upon the accuracy and timeliness of such information and assistance.
Customer shall comply with all applicable local, state, national and foreign laws in connection with its use of the SaaS Services, including those laws related to data privacy, international communications, and the transmission of technical or personal data. Customer acknowledges that [PROVIDER NAME] exercises no control over the content of the information transmitted by Customer through the SaaS Services.
Customer shall not upload, post, reproduce or distribute any information,
S
oftware or other material protected by copyright, privacy rights, or any other intellectual property right without first obtaining the permission of the owner of such rights.
Customer shall be solely responsible for the acts and omissions of its Administrator Users. [PROVIDER NAME] shall not be liable for any loss of data or functionality caused directly or indirectly by the Administrator Users.
Subject to the terms and conditions of this SaaS Agreement, Customer shall grant to [PROVIDER NAME] a limited, non-exclusive and non-transferable license, to copy, store, configure, perform, display and transmit Customer Content solely as necessary to provide the SaaS Services to Customer
Customer shall:
N
otify [PROVIDER NAME] immediately of any unauthorized use of any password or user id or any other known or suspected breach of security,
R
eport to [PROVIDER NAME] immediately and use reasonable efforts to stop any unauthorized use of the SaaS Services that is known or suspected by Customer, and
N
ot provide false identity information to gain access to or use the SaaS Services.
Customer is solely responsible for collecting, in putting and updating all Customer Content stored on the Host, and for ensuring that the Customer Content does not
I
nclude anything that actually or potentially infringes or misappropriates the copyright, trade secret, trademark or other intellectual property right of any third party, or
C
ontain anything that is obscene, defamatory, harassing, offensive or malicious.
limitation
S
of the license
The Hosted Services may only be used by the officers, employees, agents and subcontractors of the Customer;
T
he Hosted Services may only be used by the named users identified
T
he Hosted Services must not be used at any point in time by more than the number of concurrent users specified in section.
Subject to the limited licenses granted herein, [PROVIDER NAME] shall own all right, title and interest in and to the Software, services, Documentation, and other deliverables provided under this SaaS Agreement, including all modifications, improvements, upgrades, derivative works and feedback related thereto and intellectual property rights therein. Customer agrees to assign all right, title and interest it may have in the foregoing to [PROVIDER NAME].
license
RESTRICTION
s
Customer shall not, and shall not permit anyone to:
C
opy
,
republish
or
redistribute any content or material
of
the SaaS Services or Software
;
M
ake the SaaS Services available to any person other than authorized users
;
U
se or access the SaaS Services to provide service bureau, time-sharing or other computer hosting services to third parties
;
R
emove, modify or obscure any copyright, trademark or other proprietary notices contained in the
S
oftware used to provide the SaaS Services or in the Documentation
;
R
everse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software used to provide the SaaS Services, except and only to the extent such activity is expressly permitted by applicable law
;
A
ccess the SaaS Services or use the Documentation in order to build a similar product or competitive product.
U
se the Hosted Services in any way that causes, or may cause, damage to the Hosted Services or
p
latform or impairment of the availability or accessibility of the Hosted Services.
S
ub-license its right to access and use the
Hosted Services
;
C
onduct or request that any other person conduct any load testing or penetration testing on the
p
latform or Hosted Services without the prior written consent of the Provider.
U
se the Hosted Services in any way that is unlawful, illegal, fraudulent or harmful
.
ownership and intellectual proper
ty
Customer retains ownership and intellectual property rights in and to its Customer Content. [PROVIDER NAME] retain all ownership and intellectual property rights to the services, Software programs, and
anything developed and delivered under the Agreement.
Third party technology that may be appropriate or necessary for use with some [PROVIDER NAME] programs is specified in the program Documentation or ordering document as applicable. Customer’s right to use such third-party technology is governed by the terms of the third-party technology license agreement specified by [PROVIDER NAME] and not under the Agreement.
support services
For the 12 month period beginning on the Effective Date and at [PROVIDER NAME]'s expense, [PROVIDER NAME] will provide Customer with telephone or electronic support during Provider 's normal business hours in order to help Customer correct problems with the Software, and internet-based support system generally available seven days a week, twenty-four hours a day.
After the initial 12 months support period, Customer may elect to renew [PROVIDER NAME]'s support services for additional 12 months periods, at [PROVIDER NAME]'s current service rates.
maintenance services
During the Term of this Agreement, the Provider shall provide the Maintenance Services to the Customer.
The Provider shall give to the Customer at least [SPECIFY] business days' prior written notice of scheduled Maintenance Services that are likely to have a negative impact upon the Hosted Services.
The Provider shall give to the Customer at least [SPECIFY] business days' prior written notice of the application of an upgrade to the platform.
The Provider shall give to the Customer written notice of any security update to the platform and at least [SPECIFY] business days' prior written notice of the application of any non-security update to the platform.
The Provider may suspend the provision of the Maintenance Services if any amount due to be paid by the Customer to the Provider under this Agreement is overdue, and the Provider has given to the Customer at least [SPECIFY] days' written notice, following the amount becoming overdue.
INDEMNIFICATION
[PROVIDER NAME]
shall indemnify Customer against all losses and expenses arising out of any proceeding brought by a third party
and arising out of a claim that the Service infringe the third party's Intellectual
P
roperty rights.
Before bringing a claim for indemnification, Customer shall
notify
[PROVIDER NAME]
of the indemnifiable proceeding
and deliver to
[PROVIDER NAME]
all legal pleadings and other documents reasonably necessary to indemnify or defend the indemnifiable proceeding.
If the Customer fails to notify
[PROVIDER NAME]
of the indemnifiable proceeding,
[PROVIDER NAME]
will be relieved of its indemnification obligations.
Customers' right to indemnification is the exclusive remedy available with respect to a claim of indemnification.
confidentiality
During the term of this SaaS Agreement and for [SPECIFY] years thereafter (perpetually in the case of
S
oftware), each party shall treat as confidential all Confidential Information of the other party, shall not use such Confidential Information except to exercise its rights and perform its obligations under this SaaS Agreement, and shall not disclose such Confidential Information to any third party. Without limiting the foregoing, each party shall use at least the same degree of care, but not less than a reasonable degree of care, it uses to prevent the disclosure of its own confidential information to prevent the disclosure of Confidential Information of the other party. Each party shall promptly notify the other party of any actual or suspected misuse or unauthorized disclosure of the other party’s Confidential Information. Neither party shall reverse engineer, disassemble or decompile any prototypes,
S
oftware or other tangible objects which embody the other party's Confidential Information and which are provided to the party hereunder. Each party may disclose Confidential Information of the other party on a need-to-know basis to its contractors who are subject to confidentiality agreements requiring them to maintain such information in confidence and use it only to facilitate the performance of their services on behalf of the receiving party.
Confidential Information excludes information that:
is known publicly at the time of the disclosure or becomes known publicly after disclosure through no fault of the receiving party,
is known to the receiving party, without restriction, at the time of disclosure or becomes known to the receiving party, without restriction, from a source other than the disclosing party not bound by confidentiality obligations to the disclosing party, or
is independently developed by the receiving party without use of the Confidential Information as demonstrated by the written records of the receiving party. The receiving party may disclose Confidential Information of the other party to the extent such disclosure is required by law or order of a court or other governmental authority, provided that the receiving party shall use reasonable efforts to promptly notify the other party prior to such disclosure to enable the disclosing party to seek a protective order or otherwise prevent or restrict such disclosure. Each party may disclose the existence of this SaaS Agreement and the relationship of the parties, but agrees that the specific terms of this SaaS Agreement will be treated as Confidential Information; provided, however, that each party may disclose the terms of this SaaS Agreement to those with a need to know and under a duty of confidentiality such as accountants, lawyers, bankers and investors.
WARRANTY
[PROVIDER NAME] represents and warrants that it will provide the SaaS Services in a professional manner consistent with general industry standards and that the SaaS Services will perform substantially in accordance with the Documentation.
[PROVIDER NAME] warrants that the SaaS Services will perform in all material respects in accordance with the Documentation. [PROVIDER NAME] does not guarantee that the SaaS Services will be performed error-free or uninterrupted, or that [PROVIDER NAME] will correct all SaaS Services errors. Customer acknowledges that [PROVIDER NAME] does not control the transfer of date over communications facilities, including the internet, and that the SaaS Services may be subject to limitations, delays, and other problems inherent in the use of such communications facilities. This section sets forth the sole and exclusive warranty given by [PROVIDER NAME] (EXPRESS OR IMPLIED) with respect to the subject matter of this Agreement. Neither [PROVIDER NAME] nor any of its licensors or other suppliers warrant or guarantee that the operation of the subscription service will be uninterrupted, virus-free or error-free, nor shall, [PROVIDER NAME] 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.
LIMITATION ON LIABILITIES
Neither party will be liable for breach-of-contract damages suffered by the other party that are remote or speculative, or that could not have reasonably been foreseen on entry into this agreement.
Neither party's liability under this agreement will not exceed the fees paid by under this agreement during the 12 months preceding the date upon which the related claim arose.
Termination
Customer may terminate this agreement for any reason on
[SPECIFY]
days’ notice to
[PROVIDER NAME]
Each party may terminate this agreement with immediate effect by delivering notice of the termination to the other party, if
the other party fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and
the failure, inaccuracy, or breach continues for a period of
[SPECIFY]
days' after the injured party delivers notice to the breaching party reasonably detailing the breach.
[PROVIDER NAME]
may terminate this agreement with immediate effect by delivering notice of the termination to Customer if Customer fails to pay the monthly Subscription Fee on time 3 times over any 12 month
s
period.
Customer shall immediately pay to
[PROVIDER NAME]
all amounts outstanding as of the date of, and any amounts outstanding as a result of, termination.
Customer shall cease all use of the Service upon the effective date of the termination.
Customer will have
[SPECIFY]
days from the date of termination to retrieve any of data that Customer wishes to keep.
ENTIRE AGREEMENT
The Parties hereto agree that this Agreement shall not become effective until accepted by both Parties and when accepted, shall supersede and replace all previous SaaS Agreements, whether oral or written, between the parties.
GOVERNING LAWS
This Agreement shall be interpreted and enforced in accordance with the laws of the State of [SPECIFY]., the courts of which state shall have exclusive jurisdiction over the parties as respects any dispute arising hereunder.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.
CUSTOMER PROVIDER
Authorized Signature Authorized Signature
Print Name Print Name
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