SAAS SOFTWARE LICENSE AGREEMENT

This SaaS Software 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 COMPLETE ADDRESS]

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

[COMPLETE ADDRESS]

WHEREAS, the Company is offering the subscription of its cloud-based Software to the Client, subject to certain consideration;

WHEREAS, the Client wishes to subscribe to the Software of the Company;

NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:

DEFINITIONS

“

Authorized Users”

shall mean the

lient, its employees who are authorized by the Client to use the application/

oftware,

ervices and the Documentation.

“Business Day”

shall mean any day which is not a Saturday, Sunday or public holiday.

“Client Data”

shall mean the C

lient’s business data shared by the Clie

nt, Authorized U

sers on the Company’s S

oftware solution via data integration, migration methods or manual data entry method for the purpose of using the Services.

“Confidential Information”

shall mean information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in

clause

of this

greement.

“Documentation”

shall mean the document made available to the Client,

uthorized

sers by the Company in regard to the

oftware which sets out a description of the Services and the user instructions for the Services.

“Order Form”

shall mean the order form which shall detail the various

ervices that will be provided as a part of the subscribed

ervices, various payment details for the

ervices and the support and maintenance to be provided by the Company.

“Software”

shall mean online software applica

tion provided as a part of the S

ervices.

“

Software as a

Services (SaaS)”

shall mean the Subscription

ervices provided by the Software solution to the Client under this Agreement

as more particularly described in

clause 3

of this

greement.

“Virus”

shall mean any

thing or device (including any software, code, file or program) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any program or data, including the reliability of any program or data (whether by rearranging, altering or erasing the program or data in whole or part or otherwise); or adversely affect the user experience, including worms,

rojan horses, viruses and other similar things or devices.

SERVICES AND SUBSCRIPTION TERM

The Company provides a cloud-based

oftware that provides

the

Client with the

ervice as mentioned in “Schedule A

- Executed Order Form

” attached to the present Agreement.

The

ompany has agreed to provide

the Client

with certain proprietary, web-based

ervices (the “Subscribed Services”), which enable

the

Client’s

access

and use of certain proprietary

ompany

oftware (the “

ompany Software”).

During the Subscription Term, the Client will receive a nonexclusive, non-assignable, royalty

free, worldwide right to access and use the SaaS Services solely for

its

internal business operations

subject to the terms of this Agreement and up to the number of Authorized Users documented in Schedule

The Client acknowledges that this Agreement is a

SaaS

Agreement,

and the Company will not be delivering copies of the Software to the Client as part of the SaaS Services.

By subscribing to cloud-based

oftware, the Client subscribes to _____

months

’

subscription/use of the Company’s

ervice. Post the expiration of the

_____

months, the present Agreement shall be renewed

with an increase of ______% in the Subscription Fees.

The Services shall commence from the date of signing of this Agreement and shall continue to remain in force

until the

expiration of the

Term of the Agreement. At the expiration of the said period, the parties shall mutually decide upon the renewal of the

ervices and at such terms as decided between the parties at the time of renewal.

There shall be a free trial period of _________________days and the

ubscription

ees shall be charged post the expiration of the trial period.

SERVICES AND SUBSCRIPTION TERM

The details of the Subscription

ees are listed in Schedule

- Executed Order Form, attached to the present

Agreement.

The Subscription

ees shall be paid in advance. The details of the advance payments are also

listed

in “Schedule A

” attached to the present Agreement.

All payments made hereunder shall be in

[CURRENCY].

All payments made hereunder shall be non-cancellable and

non-refundable.

All payments are inclusive of set-up fees, hosting fees,

and

user fees.

The

Client’s

right to access and use the Subscribed Services is contingent on the timely payment of all fees and charges due under the Agreement. In the event the Client fails to pay any fees or charges when due, the

ompany may, in its discretion, suspend or terminate any Subscribed Services hereunder in accordance with Section 13.

The

Client shall be

liable and responsible for the payment of all taxes incurred by

the Client

because of

the

Client’s

receipt and use of the Subscribed Services or otherwise due

because of

this Agreement.

The

Client

shall pay

all

such taxes and duties, customs

fees,

and similar charges directly to the appropriate taxing authority.

CLIENT DATA

The Client shall own all rights,

title,

and interest in and to the entire

lient Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the

lient Data.

The Company shall, in providing the Services, comply with its Privacy and Security Policy relating to the privacy and security of the Client Data available at

_______________________________ or such other website address as may be notified to the Client from time to time, as such document may be amended from time to time by the Company in its sole discretion.

The Client shall ensure that the Client is entitled to transfer the relevant personal data to the Company so that the Company may lawfully use,

process,

and transfer the personal data in accordance with this Agreement on the Client's

behalf.

The Client shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection

legislation.

The

oftware shall process the personal data only in accordance with the terms of this Agreement and any lawful instructions reasonably given by the Client from time to time

Each party shall take appropriate technical and organizational measures against unauthorized or unlawful processing of the personal data or its accidental loss,

destruction,

or damage.

Subject to the terms and conditions of this SaaS Agreement, the Client shall grant to the Company a limited,

non-exclusive,

and non-transferable license, to copy, store, configure, perform, display and transmit Client Data solely as necessary to provide the SaaS Services to the Client.

OBLIGATIONS OF THE COMPANY

The Company undertakes that the Services will be performed substantially in accordance with the

ocumentation and with reasonable skill and care.

The undertaking

clause 5.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to the Company’s instructions, or modification or alteration of the Services by any party other than the Company or the Company's duly

uthorized contractors or agents. If the Services do not conform with the foregoing undertaking,

the

Company will, at its expense, use all reasonable commercial

endeavours

to correct any such non-conformance promptly, or provide the

lient with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Client's sole and exclusive remedy for any breach of the undertaking set out in clause 6.1. Notwithstanding the foregoing, the Company:

does not warrant that the Client's use of the Services will be uninterrupted or error-free; nor that the Services, Documentation and/or the information obtained by the Client through the Services will meet the Client's requirements; and

is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the

nternet, and the Client acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

This

greement shall not prevent the Company from entering into similar

greements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this Agreement.

The Company warrants that it has and will maintain all necessary licenses, consents, and permissions necessary for the performance of its obligations under this Agreement.

The Company warrants that it is hosted on

secure and well-maintained cloud platform

The Company performs automated database backups overnight.

OBLIGATIONS OF CLIENT

The Client shall:

provide the Company with all necessary co-operation in relation to this Agreement;

provide the Company with all necessary information as may be required by the Company;

comply with all applicable laws and regulations with respect to its activities under this Agreement;

carry out all other Client responsibilities set out in this Agreement in a timely and efficient manner. In the event of any delays in the Client's provision of such assistance

as agreed by the parties, the Company may adjust any agreed timetable or delivery schedule as

reasonably necessary;

obtain and shall maintain all necessary licenses, consents, and permissions necessary for the Company, its contractors and agents to perform their obligations under this

greement, including

without limitation

the Services;

ensure that its network and systems comply with the relevant specifications provided by the Company from time to time; and

be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to

the

Company’s data

centres

, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Client's network connections or telecommunications links or caused by the

nternet.

The Client shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:

is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

facilitates illegal activity;

depicts sexually explicit images;

promotes unlawful violence;

is discriminatory based on race, gender,

colour

, religious belief, sexual orientation,

disability

;

causes damage or injury to any person or property

The

Company reserves the right, without liability to the Client, to disable the Client’s access to any material that breaches the provisions of this clause.

The

lient shall not

except as may be allowed by any applicable law which is incapable of exclusion

by agreement between the parties and except to the extent expressly permitted under this

greement:

attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or

attempt to reverse compile, disassemble, reverse

engineer,

or otherwise reduce to human-perceivable form all or any part of the Software; or

access all or any part of the Services and Documentation

build a product or service which competes with the Services and/or the Documentation; or

use the Services and/or Documentation to provide services to third parties; or

license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorized Users

;

attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this

agreement.

The Client shall take reasonable steps to prevent unauthorized access to the

oftware, including

without limitation

by protecting its passwords and other log-in information.

The

Client shall notify the Company immediately of any known or suspected unauthorized use of the Company

’s Software

or breach of its security and shall use best efforts to stop said breach.

The Client

shall not: (a) cause or permit decompilation, reverse assembly or reverse engineering of all or any portion of the Subscribed Services or the

ompany Software; (b) copy any ideas, features, functions or graphics of the Subscribed Services or the

ompany Software or modify or make derivative works based upon the Subscribed Services or the

ompany Software; (c) delete, fail to reproduce or modify any patent, copyright, trademark or other proprietary rights notices which appear on or in the Subscribed Services or the

ompany Software; or (d) directly or indirectly, sublicense, relicense, distribute, disclose, use, rent or lease the Subscribed Services or the

ompany Software, or any portion thereof, for third party use, third party training, facilities management or time-sharing, or use as an application service provider or service bureau

Use of the Internet:

The

Client

understand

and acknowledge

that the Internet and communications over t

he Internet

may not be secure, and that connecting to

the

Internet

provides the opportunity for unauthorized access to computer systems, networks, and all data stored therein. The information and data transmitted through the Internet or stored on any equipment through which Internet information is transmitted may not remain confidential

and the

ompany makes no representation or warranty regarding privacy, security, authenticity, non-corruption or destruction of any such information. Use of any information transmitted or obtained over the Internet is at

the

Client’s

own risk

and the

ompany shall not be responsible to

the Client

for any adverse consequence or loss whatsoever from use of the Internet

Client

Data and Information:

The

Client

shall

sole

responsib

for the accuracy, quality, integrity, legality, reliability, timeliness, appropriateness, and intellectual property ownership and right to use all of the data and information (including, but not limited to, with respect to any personally identifying information)

the Client

process

, use

and transmit

through the Subscribed Services, and the

ompany shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store

Client’s

data or information for any reason. The Company reserves the right to purge and delete all of

the

Client’s

data and information, if any, in its possession

upon the termination or expiration of this Agreement.

the

Client’s

use

of the Company

’s Software

the

Client shall comply with all applicable laws,

including,

without limitation

laws governing the protection of personally identifiable information and other laws applicable to the protection of Client

Data

and

will ensure that the

ervices provided by the Company are used in conformity with all applicable laws and regulations and third-party rights.

The

Client will not use the

ervices in any manner that violates any data protection statute,

regulation,

or similar law. The rights provided under this clause are granted to the Client

only and

shall not be considered granted to any subsidiary or holding company of the

lient.

PROPRIETARY RIGHTS

The Client acknowledges and agrees that the Company own

all

ntellectual

roperty

ights in the Services and the Documentation. Except as expressly stated herein, this Agreement does not grant the

lient any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licenses in respect of the Services or the Documentation.

The Company confirms that it has all the rights in relation to the Services and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this

greement.

Except as specified herein,

the

Client

not acquire any rights, express or implied, in the Subscribed Services or the

ompany Software, and

the

Client has

no right to commercialize or transfer the Subscribed Services or the

ompany Software, in whole or in part. No license, right or Intellectual Property Right in any

the

ompany trademark, trade name or service mark is granted pursuant to this Agreement. For purposes of this Agreement, “Intellectual Property Rights” means, on a worldwide basis, any and all (a) rights associated with works of authorship, including

without limitation, copyrights, copyrightable rights, moral rights and mask work rights; (b) trademark, service mark and trade name rights and any similar rights recognized under applicable law; (c) trade secret rights and rights in confidential information; (d) patents and patentable rights; (e) all rights with respect to inventions, discoveries, improvements, know-how, formulas, algorithms, processes, technical information and other technology; (f) all other industrial

and Intellectual P

roperty

ights of every kind or nature, whether arising by operation of law, contract, license or otherwise; and (g) all international, national, foreign, state and local registrations, applications for registration and any renewals and extensions thereof (including, without limitation, any continuations, continuations-in-part, divisions, reissues, substitutions and re-examinations), all goodwill associated therewith, and all benefits, privileges, causes of action and remedies relating to any of the foregoing (including, without limitation, the exclusive rights to apply for and maintain all such registrations, renewals and extensions; to sue for all past, present and future infringements or other violations relating thereto; and to settle and retain all proceeds from any such actions).

CONFIDENTIAL INFORMATION

Each and any party (“Disclosing Party”) may disclose or grant to any other party (“Receiving Party”) access to information that

the

Disclosing Party considers confidential or proprietary (“Confidential Information”). Confidential Information, as used in this Agreement, shall mean any information or data which (a) if in tangible form or other media can be converted to readable form, is clearly marked as proprietary, confidential or private when disclosed, (b) if oral or visual, is identified as proprietary, confidential, or private at the time of disclosure, or (c) is of a nature or is disclosed under circumstances such that a reasonable person would consider it confidential.

A Disclosing Party's Confidential Information shall not include information that (

) is or becomes part of the public domain through no act or omission of a Receiving Party; (

) was in the Receiving Party's lawful possession prior to the disclosure and had not been obtained by the Receiving Party from the Disclosing Party; (

) is disclosed to the Receiving Party by a third party not known to the Receiving Party, following reasonable inquiry, to be subject to an obligation of non-disclosure with respect to such information; or (

) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

The

Receiving Party agrees to hold in confidence and not to disclose or reveal to any person or entity the Disclosing Party's Confidential Information, and not to use

the

Disclosing Party's Confidential Information for any purpose other than in connection with the parties' discussions regarding, and performance of, a

ransaction. Without limiting the generality of the foregoing,

the

Receiving Party shall not disclose Confidential Information of

the

Disclosing Party to any of

the

Receiving Party's employees or agents

except those employees or agents who are required to have such Confidential Information

participate in the parties' discussions regarding, or performance of, a

ransaction, and who are under a written obligation of confidentiality or nondisclosure to

the

Receiving Party.

The

Receiving Party agrees to take commercially reasonable steps to ensure that Confidential Information is not disclosed or distributed by its employees in breach of this Agreement, including

but not limited to

advising each permitted employee to whom Confidential Information is disclosed of his/her obligations regarding confidentiality and non-use of such information.

The

Receiving Party shall be fully responsible for any breach of this Agreement by its employees.

The

Receiving Party may disclose Confidential Information of the Disclosing Party if required by law or judicial, arbitral or governmental order or process, provided the Receiving Party gives the Disclosing Party prompt written notice of such requirement, reasonably co-operates (at the Disclosing Party's expense) with the Disclosing Party's efforts to obtain a protective order or other appropriate relief, and discloses only the Confidential Information required to be disclosed under such law, order or process.

The parties agree to return to each other, or to destroy upon written request of the other party, any and all Confidential Information received pursuant to this Agreement, together with all copies that may have been made, promptly upon request of the other party

or, if not requested earlier, upon completion of the

ransaction or termination of this Agreement. Upon destruction of Confidential Information or any copies thereof, the party accomplishing such destruction shall certify in writing to the other party that such destruction has occurred.

The

Receiving Party acknowledges and agrees that, due to the unique nature of Confidential Information, there can be no adequate remedy at law for breach of this Agreement and that such breach would cause irreparable harm to the Disclosing Party. The Disclosing Party shall thus be entitled to seek immediate injunctive relief, in addition to whatever other remedies it might have at law or in equity, in the event of an actual or threatened breach of this Agreement by the Receiving Party.

Confidential Information shall remain the sole and exclusive property of the Disclosing Party. No patent, copyright,

trademark,

or other proprietary right is licensed, granted or otherwise transferred by this Agreement or any disclosure hereunder, except for the right to use such information in accordance with this Agreement. No warranties of any kind are given for the Confidential Information disclosed under this Agreement.

INDEMNITY

Indemnification by the Company: If a third party makes a claim against the Client that the SaaS Services infringes any patent, copyright or trademark, or misappropriates any trade secret, or that the Company’s negligence or

wilful

misconduct has caused bodily injury or death, the Company shall defend the Client and its directors, officers and employees against the claim at the Company’s expense

and the Company shall pay all losses, damages and expenses (including reasonable attorneys’ fees) finally awarded against such parties or agreed to in a written settlement agreement signed by the Company, to the extent arising from the claim. The Company shall have no liability for any claim based on (a) the Client

ontent, (b) modification of the SaaS Services not authorized by the Company, or (c) use of the SaaS Services other than in accordance with the Documentation and this SaaS Agreement. The Company may, at its sole option and expense, procure for the Client the right to continue use of the SaaS Services, modify the SaaS Services in a manner that does not materially impair the functionality, or terminate the Subscription Term and repay to the Client any amount paid by the Client with respect to the Subscription Term following the termination date.

Indemnification by the Client: If a third party makes a claim against the Company that the Client

ontent infringes any patent, copyright or trademark, or misappropriates any trade secret, the Client shall defend the Company and its directors, officers and employees against the claim at the Client’s expense

and the Client shall pay all losses, damages and expenses (including reasonable attorneys’ fees) finally awarded against such parties or agreed to in a written settlement agreement signed by the Client, to the extent arising from the claim.

Conditions for Indemnification: A party seeking indemnification under this section shall (a) promptly notify the other party of the claim, (b) give the other party sole control of the

defence

and settlement of the claim, and (c) provide, at the other party’s expense for out-of-pocket expenses, the assistance,

information,

and authority reasonably requested by the other party in the

defence

and settlement of the claim.

Clause

9 shall survive termination of this

greement.

LIMITATION OF LIABILITY

In no event shall the Company, its employees,

agents,

and subcontractors be liable to the Client to the extent that the alleged infringement is based on:

a modification of the Services or Documentation by anyone other than the Company; or

the Client's use of the Services or Documentation in a manner contrary to the instructions given to the Client by the Company; or

the Client’s use of the Services or Documentation after notice of the alleged or actual infringement from the Company or any appropriate authority.

This

clause sets out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents and subcontractors) to the Company in respect of:

any breach of this

greement;

any use made by the Client of the Services and Documentation or any part of them; and

any representation, statement or tortious act or omission (including negligence) arising under or in connection with this

greement.

Except as expressly and specifically provided in this

greement:

the Client assumes sole responsibility for results obtained from the use of the Services and the Documentation by the Client, and for conclusions drawn from such use. The Company shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to the Company by the Client in connection with the Services, or any actions taken by the Co

mpany at the Client's direction

;

all warranties, representations,

conditions,

and all other terms of any kind whatsoever implied by statute or common law

are, to the fullest extent permitted by applicable law, excluded from this

greement; and

the Services and the Documentation are provided to the

lient on an "as is" basis.

The Company shall not be liable to the Client

whether in tort (including for [negligence or] breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this

greement

The Company’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this

greement shall be limited to the total Subscription Fees paid for the User Subscription immediately preceding the date on which the claim arose.

TERMINATION

The present Agreement shall be effective for a period of ___________(______) months and shall be automatically renewed at the end of the

___________(______)

months’ period if the Client does

not

provide a notice of at

least 30 days prior to the expiration if the ________(_____) month

s’

period

expressing its intention of non-renewal of the present Agreement.

Suspension for Ongoing Harm:

The Company reserves the right to suspend delivery of the SaaS Services if the Company reasonably concludes that the Client or an Authorized User’s use of the SaaS Services is causing immediate and ongoing harm to the Company or others. In the extraordinary case that the Company must suspend delivery of the SaaS Services, the Company shall immediately notify the Client of the suspension and the parties shall diligently attempt to resolve the issue. The Company shall not be liable to the Client 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.

If this Agreement terminates:

the rights granted by the Company to

the

Client shall cease immediately (except as set forth in this section)

Upon termination of this SaaS Agreement or expiration of the Subscription Term, the Company shall immediately cease providing the SaaS Services

and all usage rights granted under this SaaS Agreement shall terminate.

If the Company terminates this SaaS Agreement due to a breach by the Client, then the Client shall immediately pay to the Company all amounts then due under this SaaS Agreement and to become due during the remaining term of this SaaS Agreement, but for such termination.

Upon termination of this SaaS Agreement and upon subsequent written request by the

isclosing

arty, the

eceiving

arty of tangible Confidential Information shall immediately return such information or destroy such information and provide written certification of such destruction, provided that the

eceiving

arty may permit its legal counsel to retain one archival copy of such information in the event of a subsequent dispute between the parties.

Intellectual

roperty

ights

fees and payments

effects of termination

indemnification

disclaimers

imitation of liability

disputes and miscellaneous clauses shall survive expiration or termination of this Agreement.

RESTRICTIONS

The Client shall not, and shall not permit anyone to: (

) copy or republish the SaaS Services or Software, (

) make the SaaS Services available to any person other than

uthorized

sers, (

) use or access the SaaS Services to provide service bureau, time-sharing or other computer hosting services to third parties, (

) modify or create derivative works based upon the SaaS Services or Documentation, (

) remove, modify or obscure any copyright, trademark or other proprietary notices contained in the

oftware used to provide the SaaS Services or in the Documentation, (

) reverse 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, or (

) access the SaaS Services or use the Documentation in order to build a similar product or competitive product. Subject to the limited licenses granted herein, the Company shall own all right, title and interest in and to the Software,

ervices, Documentation, and other deliverables provided under this SaaS Agreement, including all modifications, improvements, upgrades, derivative works and feedback related thereto and

ntellectual

roperty

ights therein. The Client agrees to assign all right, title and interest it may have in the foregoing to the Company.

GOVERNING LAW

This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the

[

State

/Province] of [STATE/PROVINCE]

and shall be binding upon the parties hereto in the

United States

and worldwide. Each of the parties hereto irrevocably consents to the exclusive jurisdiction and venue of any federal or state court within

the

[

State

/Province] of [STATE/PROVINCE]

in connection with any matter based upon or arising out of this Agreement or the matters contemplated herein

and

agrees that process may be served upon it in any manner authorized by the laws of the

[

State

/Province] of [STATE/PROVINCE

]

for such persons and waive

s and covenants not to assert or plead any objection that they might otherwise have to jurisdiction, venue and such process. Each party agrees not to commence any legal proceedings based upon or arising out of this Agreement or the matters contemplated herein (whether based on breach of contract, tort, breach of duty or any other theory) except in such courts.

SUCCESSORS

Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon the parties hereto and their respective successors, assigns, heirs, executors and administrators.

ENTIRE AGREEMENT

This Agreement, the exhibits and schedules hereto, the Related Agreements and the other documents delivered pursuant hereto constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof

and no party shall be liable for or bound to any other in any manner by any oral or written representations, warranties, covenants and agreements

except as specifically set forth herein and therein.

SEVERABILITY

In the event one or more of the provisions of this Agreement should, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

AMENDMENT AND WAIVER

This Agreement may be amended or modified,

and the rights

under the Agreement may be waived, only upon the written consent of

each other.

NOTICES

All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) when sent by confirmed electronic mail, telex or facsimile if sent during normal business hours of the recipient, if not, then on the next

usiness

ay, (c) five days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt.

COSTS AND ATTONEYS’ FEES

In the event that any action, suit or other proceeding is instituted based upon or arising out of this Agreement or the matters contemplated herein or any other matter relating to the

present Agreement

the prevailing party shall recover all of such party’s costs (including, but not limited to expert witness costs) and reasonable attorneys’ fees incurred in each such action, suit or other proceeding, including any and all appeals or petitions therefrom.

TITLES AND SUBTITLES

The titles of the sections and subsections of the Agreement are for convenience of reference only and are not to be considered in construing this Agreement.

COUNTERPARTS

This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument.

PRONOUNS

All pronouns contained herein, and any variations thereof, shall be deemed to refer to the masculine, feminine or neutral,

singular,

or plural, as the identity of the parties hereto may require.

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.

COMPANY CLIENT

Authorized Signature Authorized Signature

Print Name and Title Print Name and Title

Saas Software License Agreement - Download Free Template Saas Software License Agreement

COMPANY CLIENT

Saas Software License Agreement