Saas Agreement
SAAS AGREEMENT
This Software as a Service Agreement ("Agreement") is entered into on [Date] between [Your Company Name], a company with its principal place of business at [Your Company Address] ("Service Provider"), and [Client's Name], a company with its principal place of business at [Client's Address] ("Subscriber").
1. SERVICES
1.1 Scope of Services
The Service Provider agrees to provide the Subscriber with access to its proprietary software, which includes but is not limited to customer relationship management (CRM) tools, inventory management features, and reporting functionalities. The Subscriber acknowledges that the software is provided on a SaaS basis and is accessible over the Internet.
1.2 Software Updates
The Service Provider reserves the right to update or modify the software to improve functionality, fix bugs, or add new features. Such updates will be made available to the Subscriber without additional charge and will not materially reduce the core functionality of the software.
1.3 Support and Maintenance
During the term of this Agreement, the Service Provider shall provide reasonable technical support and maintenance for the software. Support hours, response times, and escalation procedures will be outlined in a separate Service Level Agreement (SLA).
2. PAYMENT
2.1 Fee Structure
The Subscriber shall pay the Service Provider a monthly fee for access to the software, based on the selected subscription plan. The fee structure, including any one-time setup fees or usage-based charges, will be detailed in an attached pricing schedule.
2.2 Invoicing and Payment Terms
Invoices for the subscription fee will be issued by the Service Provider monthly in advance. Payment is due within 30 days from the date of the invoice. Late payments may accrue interest at a rate of 1.5% per month.
2.3 Taxes
The Subscriber is responsible for any applicable taxes, duties, or other governmental charges related to the use of the software. All fees specified in this Agreement are exclusive of taxes unless otherwise stated.
3. TERM AND TERMINATION
3.1 Commencement and Duration
This Agreement will commence on the Effective Date April 3, 2050, and will continue for an initial term of 12 months. Upon expiration of the initial term, this Agreement will automatically renew for successive 12-month terms unless terminated as provided herein.
3.2 Termination for Convenience
Either party may terminate this Agreement for convenience upon 30 days prior written notice to the other party. In such a case, the Subscriber shall be responsible for payment of any outstanding fees up to the effective date of termination.
3.3 Termination for Cause
Either party may terminate this Agreement immediately if the other party breaches any material provision of this Agreement and fails to remedy such breach within 14 days of written notice.
3.4 Effect of Termination
Upon termination of this Agreement, the Subscriber's access to the software will cease, and the Service Provider may delete or retain Subscriber Data as per the data retention policy outlined in a separate data processing addendum or policy document.
4. CONFIDENTIALITY
4.1 Confidential Information
During the term of this Agreement, each party may have access to confidential information of the other party. "Confidential Information" includes but is not limited to trade secrets, business plans, customer data, and proprietary software code.
4.2 Confidentiality Obligations
Both parties agree to keep all Confidential Information confidential and not disclose it to any third party without prior written consent, except as required by law. The obligations of confidentiality shall survive the termination of this Agreement.
5. LIMITATION OF LIABILITY
5.1 Exclusion of Certain Damages
To the maximum extent permitted by law, neither party shall be liable for indirect, special, incidental, consequential, or punitive damages arising out of or related to this Agreement, including but not limited to lost profits or revenue, loss of data, or business interruption.
5.2 Cap on Liability
The total liability of either party under this Agreement, whether in contract, tort, or otherwise, shall not exceed the total fees paid by the Subscriber to the Service Provider during the 12 months immediately preceding the event giving rise to the liability.
6. GOVERNING LAW
6.1 Applicable Law and Jurisdiction
This Agreement shall be governed by and construed under the laws of [Jurisdiction]. Any dispute arising out of or related to this Agreement shall be subject to the exclusive jurisdiction of the courts located in [Jurisdiction].
[Your Name]
[Your Company Name]
[Client's Name]
