SAAS END USER LICENSE AGREEMENT

This SAAS End User License Agreement (the “Agreement”) is effective [DATE],

BETWEEN: [YOUR COMPANY NAME] (the "Company"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE] with its head office located at:

[YOUR COMPANY’S COMPLETE ADDRESS]

AND: [SECOND PARTY NAME] (the "Customer"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:

[COMPLETE ADDRESS]

The Software includes all the cloud-based software in the Company Products (defined below), including updates or modified cloud-based software provided to the Customer by the Company over the internet, but not Excluded Software, as defined below.

DEFINITIONS

Authorized Partner

: A

ny of

the

Company

’s

istributors,

esell

ers or other business partners.

Consequential Damages

: I

ndirect, special, incidental, punitive, exemplary, consequential or extra-contractual damages of any kind. including third-party claims, loss of profits, loss of goodwill, loss of personnel salaries, computer or system failure or malfunction, costs of obtaining substitute cloud services, work stoppage, denial of access or downtime, system or service disruption or interruption, or any lost, damaged, or stolen data, information or systems

as well as the costs of restoring any lost, damaged, or stolen data, information or systems.

DAT

: D

etection

efinition

iles (also referred to as signature files) that contain the codes anti-malware software uses to detect and repair viruses, Trojan horses, and potentially unwanted programs

Derivative Work

: A

work that is based on one or more preexisting works (such as a revision, translation, dramatization, motion picture version, abridgment, condensation, enhancement, modification, or any other form in which preexisting work may be recast, transformed or adapted)

which, if created without the authorization of the copyright owner of the preexisting work, would constitute copyright infringement.

igh Risk System

: A

device or system that requires extra safety functionalities such as fail-safe or fault-tolerant performance features

to maintain a safe state where it is reasonably foreseeable that failure of the device or system could lead directly to death, personal injury or catastrophic property damage. A device or system with a fail-safe feature in the event of failure may revert to a safe condition rather than break down, may include a secondary system that comes into operation to prevent a malfunction, or may operate as a backup in the event of a malfunction. A device or system with a fault-tolerant feature in the event of failure may continue its intended operation, possibly at a reduced level, rather than failing completely. Without limitation, High Risk

Systems may be required in critical infrastructure, industrial plants, manufacturing facilities, direct life support devices, aircraft, train, boat or vehicle navigation or communication systems, air traffic control, weapons systems, nuclear facilities, power plants, medical systems and facilities, and transportation facilities.

Intellectual Property Rights

All

intellectual property or other proprietary rights throughout the world, whether existing under statute, at common law or in equity, now existing or created in the future, including:

opyright, trademark and patent rights, trade secrets, moral rights, right of publicity, authors’ rights;

any application or right to apply for any of the rights re

ferred to in paragraph (

); and

all renewals, extensions, continuations, divisions, restorations or reissues of the rights, or applications referred to in paragraphs (

) and (

Personal Data or Personal Information

: Any

information relating to an identified or identifiable individual or is otherwise defined as

“

Personal Data

”

under the General Data Protection Regulation or other applicable data protection laws to the extent that the definition of

“

Personal Data

”

under the applicable data protection laws is broader than the preceding definitions.

Support or Technical Support

: The

ervices that

the

Company

(

or an Authorized Partner) provides for the

upport and maintenance of the

Company

Products, as specified in the Technical Support and Maintenance Terms and Conditions.

Updates

: A

ny updates to the content of the Software

made

after the date of purchase of the

SaaS

as a part of purchased

Support

. Updates are not separately priced or marketed by

the

Company

Upgrade

: Any

and all improvements in the Software that are generally made available to End Users as a part of Support. Upgrades are not separately priced or marketed by

the

Company

SOFTWARE LICENSE

The Software (including, but not limited to, any images, photographs, animation, video, audio, music, text and “applets” incorporated into the Software) is owned by

the

Company

and

hird

arty

icensors, and its structure, organization and code are valuable trade secrets of

the

Company

and the

hird

arty

icensors. The Software is protected by copyright and other intellectual property laws and international treaties. Except as expressly set forth in this EULA, this EULA does not grant

the Customer

any intellectual property rights in the Software and

the Customer

cannot use the Software except as specified herein. The Software is licensed, not sold.

The

Company

grants

the Customer

a limited license to use the Software on the limited devices for which the License is purchased.

Subject to

the Customer’s

Order Form to

the Company

, this Agreement is for the license of the Software on one of the following bas

(i) Perpetual License, or

(ii) Subscription License.

EXCLUDED SOFTWARE

Notwithstanding the foregoing limited license grant,

the

Customer

acknowledge

that the Product includes software subject to other terms and conditions governing the use of such software other

than this EULA (“Excluded Software”). Certain Excluded Software may be covered by open source software licenses (“Open Source Components”), which means any software licenses approved as open source licenses by the Open Source Initiative or any substantially similar licenses, including but not limited to any license

that, as a condition of distribution of the software licensed under such license, requires that the distributor make the software available in source code format. Please visit a list of applicable Excluded Software included in this Product from time to time, and the applicable terms and conditions governing its use. Such terms and conditions may be changed by the applicable third party at any time without liability to

the Customer

. To the extent required by the licenses covering Open Source Components, the terms of such licenses will apply in lieu of the terms of this EULA. To the extent the terms of the licenses applicable to Open Source Components prohibit any of the restrictions in this EULA with respect to such Open Source Components

such restrictions will not apply to such Open Source Component

. To the extent the terms of the licenses applicable to

Open

Source

Components require

the

Company

to make an offer to provide source code in connection with the Software, such offer is hereby made.

STIPULATION OF THE NUMBER OF LICENSES

The right to use the Software shall be bound by the number of End Users. One End User shall be taken to refer to the following: (i) accessing the Software with a web browser.

LICENSE

RESTRICTIONS

Except as expressly set out in this EULA or as permitted by any local law,

the

Customer

agree

not to copy the Software or Documents except where such copying is incidental

to normal use of the Software, or where it is necessary for the purpose of back-up or operational

security;

not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify

the Software or

Documents;

not to make alterations to, or modifications of, the whole or any part of the Software or Documents, or permit the Software or Documents or any part of it to be combined with, or become incorporated in

, any other

programs;

not to reverse-engineer or create derivative works based on the whole or any part of the Software or attempt to do any such thing except to the extent that such actions cannot be prohibited under local law, if applicable, provided that the information obtained by you during such

activities

is not unnecessarily disclosed or communicated without

Company’s

prior

written consent to any

hird

arty

and

is not used to create any software that is substantially similar to the

Software;

to keep all

versions

of the Software and Documents secure and to maintain accurate

and up-to-date records of the number and locations of all copies of the Software or Documents;

not to provide or otherwise make available the Software in whole or in part (including object and source code), in any form to any person without prior written consent from

the Company

;

not to

remove any proprietary notices from the Software, Documents or Services

(e.g., copyright and trademark notices);

and

to comply with all technology control or export laws and regulations that apply to

the technology used or supported by the Software, Documents or any of the Services

(“Technology”).

ACCEPTABLE USE

RESTRICTIONS

Except for the limited privileges granted herein, or otherwise permitted by applicable law, no part of the Software, Services or Documents may be copied, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted or distributed in any way to any other computer, server, website or other medium for publication or distribution or for any commercial enterprise, without express prior written consent by

the Company

The Customer must:

not

use the Software

, Documents or any Service in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this EULA, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, including viruses, or harmful data, into the Software, any Service or any operating

system;

not infringe

the

Company’s

intellectual property rights or those of any

hird

arty in relation to

the

Customer’s

use of the Software, Documents or any Service (to

the extent that such use is not licensed by this

EULA);

not transmit any material that is defamatory, offensive or otherwise objectionable in relation to

the

Customer’s

use of the Software, Documents or any Service;

not use the Software, Documents or any Service in a way that could interfere with other users or damage, disable, overburden, impair or compromise

the Company’s

systems or security or those of any

hird

arty in relation

the

Software, Documents or Service; and not attempt to decipher any transmissions to or from the servers running the Software, or any

Service.

INTELLECTUAL PROPERTY

RIGHTS

The

Customer

acknowledge

that all intellectual property rights in the Software, the Documents

and the Technology anywhere in the world belong to

the

Company

its

icensors, that rights in the Technology are licensed (not sold) to

the Customer

, and that

the Customer shall

have no rights in, or to, the Software

, t

he Documents, the Services or the Technology other than the right to use each of them in accordance with the terms of this EULA.

The Customer

acknowledge

that

the Customer has

no right to have access to the Software in source-code

form.

Any data, comments or materials

the Customer has

sent through the Software

or Services

or sent to

the Company

via the

upport contact details as set out in Section 6, including feedback data, such as questions, comments, suggestions, or the like (“Feedback”), shall be deemed to be non-confidential and non-proprietary.

The Company

shall have no obligation of any kind with respect to such Feedback and shall be free to reproduce, use, disclose, exhibit, display, transform, create derivative works and distribute the Feedback to others without limitation, except for

ersonal

ata which might be included in the Feedback and which will only be used to contact

the Customer

on any questions

the Customer

might have or to resolve any issues

the Customer

might ex

perience in using the Software,

or Services. Furthermore,

the Company

shall be free to use any ideas, concepts, know-how or techniques contained in such Feedback for any purpose whatsoever, including but not limited to developing, manufacturing and marketing

roducts incorporating such Feedback.

The Customer

prohibited from posting or transmitting to or from the Software, or Services any Feedback:

that contain

viruses and/or corrupted files that

may damage the operation of the website or any

computers;

that m

false statements and/or notifications, including registration of email

addresses belonging to other

parties;

that is threatening, defamatory, obscene, indecent, seditious, offensive, pornographic, abusive, liable to incite racial hatred, discriminatory, menacing, scandalous, inflammatory, blasphemous, in breach of confidence, in breach of privacy or which may cause annoyance or

inconvenience;

for which

the Customer

not obtained all necessary licenses and/or approvals; or which constitutes or encourages conduct that would be considered a criminal offence, give rise to civil liability, or otherwise be contrary to the law of or infringe the rights of any

hird

arty, in any country in the

world

LIMITED WARRANTY AND DISCLAIMER

Limited

arranty:

The

Company

warrants that, for a period of

[NUMBER OF DAYS]

days from the purchase date (

“

Warranty Period

”

), the Software licensed under this Agreement will perform substantially in accordance with the Documentation (

“

Limited Warranty

”

The

Customer’s exclusive remedy and

the

Company

’s entire obligation and liability for any breach of the Limited Warranty is to repair or replace the Software or refund to

the

Customer the price

the

Customer paid for the Software if a repair or replacement of the Software would, in

the

Company

’s opinion, be unreasonable. The Limited Warranty is conditioned upon

the

Customer providing

the

Company

prompt written notice of the Software’s failure to perform substantially in accordance with the Documentation.

Exclusion of warranty:

The Limited Warranty will not apply if:

the Software is not used in accordance with this Agreement or the Documentation;

the Software or any part of the Software has been modified by any entity other than

Company

; or

a malfunction in the Software has been caused by any equipment or software not supplied by

the

Company

;

issues

are

due to

third

party add-on/plugin used in

the

oftware

Disclaimer of warranties:

Except for the

imited

arranty, the

oftware is provided “

s is

” To the extent permitted by law,

the

Company makes no other representations or warranties of any kind regarding the

oftware and

upport, and

the

Company disclaims all other obligations and liabilities, or express or implied warranties regarding the

oftware, including implied warranties of merchantability, quality, fitness for a particular purpose, title, non-infringement, or systems integration.

The

Company makes no warranty, representation or guarantee as to the

oftware’s use or performance, or that the operation of the

oftware will be fail-safe, uninterrupted or free from errors or defects; or that the

oftware will protect against all possible threats

High Risk Systems terms:

The

oftware may fail and is not designed, developed, tested, or intended to be reliable in the context of

igh

isk

ystems.

The

Company has no responsibility for, and

the

Customer will indemnify and hold harmless

the

Company from, all claims, suits, demands and proceedings alleging, claiming, seeking, or asserting any liability, loss, obligation, risk, cost, damage, award, penalty, settlement, judgment, fine or expenses (including attorney

’s

fees) arising from or in connection with

the

Customer’s use of the

oftware on or in a

igh

isk

ystem, including those that could have been prevented by deployment of fail-safe or fault

tolerant features to the

igh

isk

ystem, or are based on a claim, allegation, or assertion that the functioning of

igh

isk

ystem depends or depended on the functioning of the

oftware, or that the failure of the

oftware caused a

igh

isk

ystem to fail.

hird parties:

The

Company

Products may contain independent third-party products and rely on them to perform certain functionality, including malware definitions or URL filters and algorithms.

The

Company

makes no warranty as to the operation of any third-party products or the accuracy of any third-party information.

LIMITATION OF LIABILITY

Each party's entire aggregate liability to the other party for claims under or related to the subject-matter of this agreement will not exceed the total payments paid or payable by

the Customer

the Company

under this agreement in the six (6) months prior to the claim. Neither party will be liable for any consequential damages in connection with this agreement, even if the damages were foreseeable or a party has been advised of the possibility of those damages. This limitation of liability applies whether such claims arise under contract, tort (including negligence), equity, statute or otherwise. Nothing in this agreement limits or excludes any liability that cannot be limited or excluded under applicable law.

INDEMNIFICATION

Customer indemnification obligations:

The

Customer will unconditionally indemnify and defend

the

Company

, its

ffiliates, and their officers, directors, employees, contractors and agents (each a

Company

Indemnified Party) against any claims, liabilities and expenses (including court costs and reasonable attorney

’s

fees) that a

Company

Indemnified Party incurs as a result of or in connection with

any third-party claims arising from:

the

Customer‘s failure to obtain any consent, authorization or license required for

the

Company

’s use of data, software, materials, systems, networks or other technology provided by

the

Customer under this Agreement;

the

Customer's use of the Software in a manner not expressly permitted by this Agreement;

the

Company

’s compliance with any technology, designs, instructions or requirements provided by

the

Customer or a third party on

the

Customer’s behalf;

any claims, costs, damages and liabilities whatsoever asserted by any Customer Representative; or

any violation by

the

Customer of applicable laws; and

any reasonable costs and attorney

’

s fees required for

the

Company

to respond to a court order or other official government inquiry regarding

the

Customer’s use of the Software.

Company

indemnification obligations

The

Company

will indemnify

the

Customer

and, at

the

Company

’s election, defend

the

Customer against a third-party claim asserted against

the

Customer in a suit or action if the claim is for direct patent infringement, for direct copyright infringement, or for

the

Company

’s trade secret misappropriation, and the claim is asserted against the Software alone and not in combination with anything else, or solely a combination of

Company

Products.

Exclusions: Notwithstanding anything to the contrary in this Agreement,

the

Company

will not indemnify or defend

the

Customer for claims asserted, in whole or in part, against:

technology, designs or requirements that

the

Customer gave to

the

Company

;

modifications or programming

for

the

Software that were made by anyone other than

the

Company

; or

the Software’s alleged implementation of some or all of a Standard.

Remedies:

The

Company

may, in its sole discretion and at its own expense, with respect to any Software that is subject to a claim:

rocure

for the

Customer the right to continue using the Software;

replace the Software with a non-infringing Software;

modify the Software so that it becomes non-infringing; or

upon

the

Customer’s return of the Software to

the

Company

and

removal of the Software from

the

Customer’s systems, refund the residual value of the purchase price

the

Customer paid for the infringing Software, depreciated using a straight-line method of depreciation over a three (3) year period from the date of delivery of the Software to

the

Customer.

Indemnificati

on procedure

The Indemnified Party (Indemnitee) will:

provide prompt written notice to the

ndemnifying

arty (Indemnitor) of the claim (provided that the failure to provide timely notice that prejudices the Indemnitor will relieve the Indemnitor of its obligations under this section to the extent the Indemnitor has been prejudiced and the failure to provide timely notice will relieve the Indemnitor of any obligation to reimburse the Indemnitee for its attorney’s fees incurred prior to notification);

reasonably cooperate in connection with the defense or settlement of the claim; and

give the Indemnitor sole control over the defense and settlement of the claim, provided that any settlement of a claim will not include a specific performance obligation or admission of liability by the Indemnitee.

Personal and exclusive indemnity: The foregoing indemnities are personal to the parties and may not be transferred

anyone. This section states the parties’ entire indemnification obligations, and

the

Customer’s exclusive remedy claims involving

ntellectual

roperty

ights

PRIVACY AND COLLECTION OF PERSONAL DATA OR SYSTEM INFORMATION

The Software or Support may employ applications and tools to collect Personal Data, sensitive data or other information about

the

Customer and End Users (including End Users’ name, address, e-mail address and

credit card or

payment details), IP address, location,

device and browser information.

The collection of the Data may be necessary to provide

the

Customer and End Users with the relevant

Software or Support functionalitie

s. This Data may also be used to [SPECIFY].

LICENSE FEE

The Customer

acknowledges that the rights granted to

the Customer

under this EULA are conditional on

the Customer’s

timely payment of the license fee

(

“License Fee")

payable to

the

Company

in connection with the Agreement

The License Fee is

[LICENSE FEE]

per license and the Customer will have to raise the

Order Form

and list the number of licenses it wishes to purchase

and

based upon the specifications, the Customer shall pay

[PERCENTAGE]

% of the total fees at the time of formal negotiations

and the remaining fees shall be paid on the basis of the milestones decided between the parties.

The License

ee shall be paid

through the following method: [PAYMENT METHOD]

EXPORT RESTRICTIONS

The Customer

acknowledge

that

the

oftware is subject to

United States of America

export jurisdiction.

The Customer

agree

to comply with all applicable international and national laws that apply to the

oftware.

SUPPORT

, TRAINING AND MAINTENANCE

The Company shall provide

upport to the Customer in regard to any issue arriving

from

the

oftware during the

Purchase Period

. The

upport shall be as follows:

The p

rimary mode of

upport shall be over email

. The

ustomer

shall contact the Company at the following email address:

[EMAIL ADDRESS].

The s

econd escalation goes to the

echnical

upport phone numbers.

The s

econd escalation happens if the email

is not reverted

[SPECIFY TIME FRAME] hours.

TRAINING

If necessary, t

he Customer shall be provided with

a walk-through of the software through calls with trained customer service representatives,

explain and demonstrate the working of the

oftware.

RELATIONSHIP

17.1 The parties are independent contractors under this Agreement and expressly disclaim any partnership, franchise, joint venture, agency, employer/employee, fiduciary or other special relationship. Neither party intends this Agreement to benefit, or create any right or cause of action in or on behalf of, any person or entity other than the parties and listed affiliates. This Agreement is not intended to create a third-party beneficiary of any kind. The Customer must not represent to any third party that it has any right to bind the Company in any manner and the Customer will not make any representations or warranties on behalf of the Company.

SEVERABILITY

If a court holds that any provision of this Agreement is invalid or unenforceable under applicable law, the court will modify the provision to the minimum extent necessary to make it valid and enforceable

or, if it cannot be made valid and enforceable, the court will sever and delete the provision from this Agreement. The change will affect neither the validity of the amended provision nor the validity of any other provision of this Agreement, which will continue in full force and effect.

NO WAIVER

A party’s failure or delay in enforcing any provision of this Agreement will not operate as a waiver of the right to enforce that provision or any other provision of this Agreement at any time. A waiver of any provision of this Agreement must be in writing, specify the provision to be waived and

signed by the party agreeing to the waiver.

FORCE MAJEURE; OTHER EXCUSABLE FAILURES OR DELAYS IN PERFORMANCE

Neither party is liable for delays or failures to perform any of its obligations under this Agreement

to the extent caused by a Force Majeure Event.

The

Company

’s failures or delays in its performance are excused to the extent they result from: (i)

The

Customer’s acts or omissions, or those of its employees, agents, users, affiliates or contractors; (ii),

The

Customer’s failure or delay in the performance of a specific task, obligation or responsibility under this Agreement or a Schedule, which task, obligation, or responsibility is a condition or requirement for a

Company

task, obligation, or responsibility; (iii) reliance on instructions, authorizations, approvals or other information from

the

Customer; or (iv) acts or omissions of third parties (unless directed by

the

Company

GOVERNING LAW

21.1 This SAAS End User License Agreement shall be governed by and construed and enforced in accordance with the laws of the [State/Province] of [STATE/PROVINCE], which law shall prevail in the event of any conflict of the parties.

ASSIGNMENT

The

Customer may not sublicense, assign or transfer its rights under this Agreement without

the

Company

’s prior written consent. Any attempt by

the

Customer to sublicense, assign or transfer any of its rights, duties or obligations under this Agreement, whether directly, or indirectly by merger, acquisition or change of control, will be null and void.

This Agreement shall be construed and enforced in accordance with the laws of the [State/Province] of [State/PROVINCE].

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

THE COMPANY THE CUSTOMER

Authorized Signature Authorized Signature

Print Name and Title Print Name and Title

Saas End User License Agreement - Download Free Template Saas End User License Agreement

THE COMPANY THE CUSTOMER

Saas End User License Agreement