This SaaS Subscription Agreement (the “Agreement”) is entered into as of [Effective Date] by and between [Provider Name], with its principal place of business at [Address] (“Provider”), and [Customer Name], with its principal place of business at [Address] (“Customer”).
1. Subscription and Access
Provider grants Customer a non-exclusive, non-transferable right to access and use the service described in Exhibit A during the Term. Access is limited to authorized users and the agreed usage limits.
2. Fees and Payment
Customer will pay [Subscription Fee] according to the billing schedule in Exhibit B. Late payments may result in suspension after [Notice Period] days’ notice.
3. Support and Availability
Provider will provide support as described in Exhibit C and target availability of [Uptime %], excluding scheduled maintenance.
4. Customer Data
Customer retains ownership of its data. Provider will process data only to provide the services and will implement reasonable security measures consistent with industry standards.
5. Acceptable Use
Customer will not misuse the service, attempt to access non-public areas, or violate applicable law. Provider may suspend access for material violations.
6. Confidentiality
Each Party will protect the other Party’s confidential information and use it only for performance of this Agreement.
7. Term and Termination
The Term is [Initial Term] and renews [Auto-Renewal Terms] unless either Party provides notice. Either Party may terminate for material breach with [Notice Period] days’ notice if not cured.
8. Warranties and Disclaimers
Provider warrants the service will materially conform to its documentation. Except as stated, the service is provided “as is” and all other warranties are disclaimed.
9. Limitation of Liability
Neither Party is liable for indirect or consequential damages. Provider’s total liability is limited to fees paid in the [Prior Period], except for confidentiality breaches or willful misconduct.
10. Data Return
Upon termination, Provider will make Customer data available for export for [Data Return Period] days.
11. Governing Law
This Agreement is governed by the laws of [Governing Law Jurisdiction].
12. Severability
If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions will continue in full force and effect. The Parties will negotiate in good faith to replace any invalid provision with a valid provision that achieves the original intent.
13. Entire Agreement
This Agreement constitutes the entire understanding between the Parties and supersedes all prior negotiations, understandings, and agreements. No representations or statements not contained in this Agreement will be binding.
14. Amendment
This Agreement may only be amended or modified by a written document signed by both Parties.
15. Waiver
No waiver of any provision of this Agreement will be deemed or will constitute a waiver of any other provision, nor will any waiver constitute a continuing waiver unless otherwise expressly stated.
16. Assignment
Neither Party may assign this Agreement or any rights or obligations hereunder without the prior written consent of the other Party, except that either Party may assign this Agreement to a successor in connection with a merger, acquisition, or sale of all or substantially all of its assets.
Provider:
Name: [Name]
Title: [Title]
Date: [Date]
Customer:
Name: [Name]
Title: [Title]
Date: [Date]
Disclaimer
This template is provided for informational purposes only and does not constitute legal advice. Contraxly is not a law firm and does not provide legal services. You should consult a qualified attorney to obtain advice tailored to your situation. Use of this template is at your own risk, and no liability is accepted for its use.
