SAAS SUBSCRIPTION AGREEMENT
This SaaS Subscription Agreement (the "Agreement") is entered into as of [Effective Date] (the "Effective Date"), by and between:
[Party A], a corporation ("Vendor"), and
[Party B], a corporation ("Customer").
The Vendor will provide hosted software to the Customer, and the Customer will subscribe, on the terms of this Agreement.
1. Access. The Vendor grants the Customer a non-exclusive, non-transferable right to access and use [description of the hosted software] (the "Service") during the subscription term, solely for the Customer's internal business purposes and within the purchased usage. The Vendor keeps all ownership of the Service.
2. Fees. The Customer will pay [subscription fees]. Fees are due annually in advance unless the Parties agree otherwise, are exclusive of taxes, and are non-refundable except as this Agreement states.
3. Term. The initial term is 12 months from the Effective Date. After the initial term the subscription renews for successive 12-month periods unless a Party gives 30 days' notice before a renewal. Either Party may end this Agreement immediately for an uncured material breach.
4. Acceptable Use. The Customer will not reverse engineer the Service, share access credentials except with authorized users, or use the Service to violate law. The Vendor may suspend access for a material breach after notice where reasonably practicable.
5. Customer Data. The Customer owns its data. The Vendor will process that data only to provide the Service and as required by law. If personal data is processed, the Parties will sign a separate data processing agreement.
6. Limitation of Liability. Neither Party is liable for consequential, special, or lost-profit damages. Each Party's total liability under this Agreement is limited to the fees paid by the Customer in the 12 months before the claim, except for a Party's fraud, confidentiality breach, or liability that cannot be limited by law.
7. Governing Law. This Agreement is governed by the laws of Delaware, without regard to conflict of laws principles. Any legal suit, action, or proceeding relating to this Agreement must be instituted in the state or federal courts located in Delaware, and each Party irrevocably submits to the exclusive jurisdiction of those courts.
8. General. This Agreement is the entire agreement about the Service, may be amended only in a writing signed by both Parties, and may be signed in counterparts, including electronic copies. Order forms signed under this Agreement are incorporated by reference.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
Vendor: [Party A]
By: ________________________________
Name: [Signatory]
Title: [Title]
Customer: [Party B]
By: ________________________________
Name: [Signatory]
Title: [Title]