This Software as a Service Agreement, hereby known as the “Agreement” entered into on this day (MM/DD/YYYY), hereby known as the “Effective Date” by and between:
[Sender.Company] , whose office is located at: [Sender.StreetAddress] , [Sender.City] [Sender.State] , [Sender.PostalCode] , hereby known as the “Supplier,” and;
[Client.Company] hereby known as the “Customer,” who currently resides at: [Client.StreetAddress] , [Client.City] [Client.State] , [Client.PostalCode] .
Both Supplier and Customer together are collectively hereby known as “Party” or “Parties.”
WHEREAS, the Supplier has developed specific (software type) software and web applications that it makes available for customers to integrate with their systems over the Internet;
WHEREAS, the Customer wants to use the Supplier’s applications in its company operations; and
WHEREAS, the Supplier agrees to provide said applications to the Customer who agrees to use and pay for Supplier’s services, which are subject to the following terms and conditions:
Creating a definitions section allows you to be brief later on. Otherwise, you would have to explain the complexities of your Agreement every time certain words or phrases are brought up.
Subscription services provided by the Supplier to the Customer under this Agreement from the website [Sender.Website] .
Describes documents made available by Supplier to the Customer at the website [Sender.Website] . The description at said URL sets out the total Services offered by the Supplier and instructions for how to use said Services.
Includes the support provided by the Supplier in relation to the Services made available at [Sender.Website] .
Users that are authorized by the Customer, like independent contractors, agents, or employees, to use the Services and Documentation.
The subscription purchased by Customer under this Agreement gives them and their Authorized Users access to the Services and Documentation.
Data inputted by the Customer, Supplier, or Authorized Users. The Supplier may input Customer Data on behalf of the Customer for the purpose of using the Services or to facilitate the Customer’s use of said Services.
For the purpose of this Agreement, “Normal Business Hours” means (time business opens) to (time business closes) local (time zone) time, (day of the week your business opens, aka Monday) through (day of the week your business closes, aka Friday) except holidays (if applicable). If the Supplier works on weekends, these hours do not count as “Normal Business Hours” for the purpose of this Agreement.
The online software applications provided to the Customer by the Supplier as part of its Services.
Anything (including software, file, code, or program) that could affect, impair, or prevent portions of the operations of Services or Documentation.
The Supplier grants to the Customer a non-transferable, non-exclusive right to permit the Authorized Users to use the Services and Documentation during the Subscription Terms solely for internal business operations and for no other purpose.
In regards to the Customer’s Authorized Users, the Customer agrees to:
1. Not exceed the maximum amount of Authorized Users based on the number of User Subscriptions purchased;
2. Not use more than one Authorized User per User Subscription;
3. Not transmit or distribute any Viruses, or anything that could be considered harmful, threatening, offensive, harassing, obscene, illegal, sexually explicit, violent, discriminatory, or a direct encouragement to hurt a person or a person’s property.
Due to this clause, the Supplier reserves the right to remove and/or disable the Customer’s access to any material if the Customer willingly breaks or desires to break said clause.
During the Subscription Term, the Customer may purchase additional User Subscriptions in excess as indicated in "Fees and service term." To do so, the Customer must:
1. Request the additional amount of User Subscriptions in writing to the Supplier.
2. If the Supplier agrees, the Customer must pay the additional User Subscriptions based on the amount outlined in "Fees and service term."
Be as descriptive as possible with your fees and terms. As the Supplier, you stand the most to lose should your fee structure be out-of-date or too skewed in the Customer’s direction.
As a part of this Agreement, the fees and service term on the Effective Date are as follows:
The subscription fees will total $(amount) per month, based on (number) of User Subscriptions at $(amount) per User Subscription.
Customer may purchase additional User Subscriptions at $(amount) per month.
The initial subscription term will expire on (MM/DD/YYYY).
The Customer affirms to the Supplier that the Customer Data will not violate the intellectual property rights or any other legal rights and will not break the provisions of any law, regulation, or statute in any jurisdiction under applicable laws.
The Customer agrees to create a backup copy of data daily, sufficient enough to be restored should it need be. The Supplier is not responsible for any lost data the Customer incurs due to misuse, nor are they responsible for lost data incurred from a blackout or Virus.
The Supplier shall make available a help desk to the Customer during Normal Business Hours. The Supplier agrees to provide Support Services with equitable skill and care.
The Customer may use the help desk to request or receive Support Services, and the Supplier shall respond promptly. The Supplier may suspend Support Services if any amount due to be paid by the Customer to the Supplier is late by at least (days) days.
The Supplier shall provide invoices for the Charges to the Customer from time to time during the term. The Customer is required to pay the said Payments or Charges to the Supplier within (number) days after issuing the invoice. The Customer must pay the charges by: (Check all that apply)
If the Customer does not pay any amount of the Charge due to the Supplier under this Agreement, the Supplier may charge interest at the rate of (percentage amount)% per (week/month/year) until the Customer pays off their debts.
Nothing in this Agreement will:
1. limit any liability for personal injury or death resulting from negligence;
2. put parties liable for any loss of business, contracts, or opportunities;
3. limit any liability for fraudulent misrepresentation;
4. put parties responsible for any loss of savings or profits;
5. limit any liabilities not allowed under related laws; or
6. prohibit any liabilities that may not be excluded under applicable law.
No term in this Agreement allows the transfer or assignment of any intellectual property rights from the Supplier to the Customer or from the Customer to the Supplier. The Supplier owns 100% of the Services and Documentation included in this Agreement.
Either Party can terminate this Agreement by giving the other Party at least (days) days of written notice. If any Party breaches the contract terms, any Party can terminate the Agreement immediately. If either Party is dissolved, ceases conduct of all of its business, is unable to pay its debts, or becomes insolvent, the Agreement will be terminated.
Placing a consequence on the Customer for late payment reduces the likelihood they’ll pay late. This protects your own interests.
A breach in said Agreement shall not be waived except with the written consent of the Party not responsible for the violation.
If any provisions of this Agreement are determined to be unlawful or enforceable by any court or competent authority, all other provisions in this Agreement will continue in effect.
This Agreement includes the entire agreement between the Supplier and the Customer and replaces all past Agreements, understandings, and representations of the Parties, whether written or oral.
This Agreement shall be governed by and constructed in accordance with [Sender.State] . The parties agree that the courts of [Sender.State] have exclusive jurisdiction to settle any claim or dispute that arises out of this Agreement.
Customer: [Client.FirstName] [Client.LastName] [Client.Title] [Client.Company]
Address: [Client.StreetAddress] [Client.City] [Client.State] [Client.PostalCode]
Email: [Client.Email]
Supplier: [Sender.FirstName] [Sender.LastName] [Sender.Title] [Sender.Company]
Address: [Sender.StreetAddress] [Sender.City] [Sender.State] [Sender.PostalCode]
Email: [Sender.Email]