This Master SaaS and Services Agreement (hereinafter referred to as the “Agreement”) is entered on Effective Date,
By and Between
Company Name, situated at Company Address (hereinafter referred to as the “Company”), and;
Customer Name, represented by Customer Representative (hereinafter referred to as the “Customer”).
The Company and the Customer are jointly referred to as the “Parties,” and individually as the “Party.”
The Customer wishes to obtain access to the SaaS Services from the Company, which the Company agrees to provide as per the terms of this Agreement.
(a) Purpose. Company Name agrees to provide Software Name (hereinafter referred to as the “Platform”) as a SaaS (Software as a Service) for Application of the software and also provide for the maintenance and support.
(b) Services. The Company shall provide the best possible services:
(i) Customer and authorized users access to the Platform
(ii) Professional services
(c) Subscription audits. Each subscription service and related professional services shall provide the specifications of the services, the platforms used, user limitations, the subscription terms, and other terms and conditions.
(d) Changes to the Platform. The Company may, in its sole discretion, make any changes to any Platform that it deems necessary or useful to:
(i) Maintain or enhanceThe quality or delivery of the Company’s products or services to its customersThe competitive strength of, or market for, the Company’s products or servicesSuch Platform’s cost efficiency and performance
(ii) Comply with applicable law
(a) Administrative users. During the configuration and set-up process for the Platform, the Customer will identify an administrative username and password for the Customer’s account with the Company. The Company shall reserve the right to refuse registration of or cancel usernames and passwords or delete accounts as it deems inappropriate.
(b) Authorized users. Customers may allow up to Number of Authorized Users employee(s) and/or independent contractor(s) as indicated on an Order Form to use the applicable Platform on behalf of Customer as the “Customer Users.” Additionally, if applicable to a Platform, the Customer may allow up to Number of Vendor Users vendor user(s) (“Vendor Users” and together with Customer Users, “Authorized Users”). Authorized User subscriptions are for designated Authorized Users and cannot be shared or used by more than one Authorized User but may be reassigned to new Authorized Users.
(c) Authorized user conditions to use.
(i) As a condition to access and use a PlatformEach Authorized User agrees to abide by the Company’s end-user terms of use, which it may update from time to time.Customer Users shall agree to abide by the terms of this Agreement or a subset thereof.Vendor Users shall agree to abide by the terms of the Company's Vendor Terms of Service applicable to such Platform, and the Customer shall ensure such compliance in each case.
(ii) Upon becoming aware of any violation of any of the foregoing terms by any Authorized User, the Customer shall immediately notify the Company.
(d) Account responsibility.
(i) The Customer shall be responsible forAll uses of any account that Customer has access to, whether or not the Customer has authorized the particular use or user, and regardless of Customer’s knowledge of such use.Securing the Company account, passwords (including but not limited to administrative and user passwords), and files.
(ii) The Company shall not be responsible for any loss of information due to any irresponsible act, such as loss of the password by the user.
All confidential information communicated to and obtained by the Company from the Customer in connection with performing the above-mentioned services shall be held by the Company in full trust. At no time shall the Company use any confidential information obtained through conducting this service contract, either directly or indirectly, for personal benefit or disclose or communicate such information in any manner.
(a) Ownership.
(i) The Company shall reserve the right to all title interest.
(ii) The Company shall own and retain all rights, title, and interest in:Any kind of services, software, applications, inventions, or other technology developed in connection with the Services;All intellectual property and proprietary rights in and related to any of the foregoing subscription services (collectively, “Services IP”).
(iii) To the extent Customer acquires any right, title, or interest in any Services IP, Customer hereby assigns all of its right, title, and interest in such Services IP to the Company.
(b) Customer data and vendor information license. Customer hereby grants the Company a non-exclusive, transferable, sublicensable, worldwide, and royalty-free license to use and otherwise exploit:
(i) Customer Data to provide the Services to Customer hereunder and as necessary or useful to monitor and improve a Platform, Software, and Services, both during and after the Term, and; (ii) Vendor Information for any lawful purpose.
To avoid any doubt, Company Name shall use, reproduce, and disclose Platform, Software, and Services-related information, data, and material that is anonymized, de-identified, or otherwise rendered not reasonably associated or linked to Customer, all of which information, data, and material, will be owned by Company Name. It is the Customer’s sole responsibility to back up Customer Data during the Term, and the Customer acknowledges that it will not have access to Customer Data through Company Name or any Platform following the expiration or termination of this Agreement.
(c) Intellectual Property. The Company shall retain all the subscription services, including all documentation, modifications, improvements, upgrades, derivative works, and all other Intellectual Property rights in connection with the Service, including the Company's name, logos, and trademarks reproduced through the Service.
(a) The Customer shall pay the Company the then-applicable fees described in an Order Form or Statement of Work, as applicable, in accordance with the terms set forth therein (“Fees”).
(b) The Company may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by the Company Payment Period in Days day(s) after the mailing date of the invoice (unless otherwise specified on the applicable Order Form).
(c) Unpaid amounts are subject to a monthly finance charge on any outstanding balance.
(d) The Company further reserves the right to suspend Services in the event of payment delinquency.
(a) Compliance with notification laws. The Company shall comply with all applicable laws regarding the notification of individuals in the event of an unauthorized release of personally identifiable information and notification of other unauthorized data and information disclosures.
(b) Procedure after unauthorized disclosure. Within Time period to report unauthorized disclosure of discovering any breach of the Company's security obligations or any other event requiring notification under applicable law, the Company shall notify, by telephone and e-mail, the Customer and any other individual that is required to be notified, of the breach or other events.
(a) Customer may terminate this Agreement for any reason by providing a notice to the Company within Termination Notice Period in Days day(s).
(b) Each Party may terminate this Agreement with immediate effect by delivering notice of the termination to the other Party if:
(i) The other Party has made any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and;
(ii) The failure, inaccuracy, or breach continues for a period of Number of days to remedy breach day(s) after the injured Party delivers notice to the breaching Party reasonably detailing the breach.
(c) The Company may terminate this Agreement with immediate effect by delivering notice of the termination to the Customer if the Customer fails to pay the invoice amount on time Maximum payment defaults allowed times over any term.
(d) Upon termination of this Agreement, the Company shall cease reproducing, advertising, marketing, and distributing any material or information pertaining to the Customer immediately.
The Parties each agree to indemnify and hold harmless the other Party, its respective affiliates, employees, and permitted successors and assigns against any losses, claims, damages, penalties, liabilities, punitive damages, expenses, reasonable legal Fees of whatsoever kind or amount, which result from the negligence of or breach of this Agreement by the indemnifying Party, its respective affiliate or successors and any assign that occurs in connection with this Agreement. This section remains in full force and effect even after the termination of the Agreement.
In no event shall either Party:
(a) Has liability arising out of or related to this Agreement, whether in contract, tort or under any other theory of liability, exceeding the aggregate of the total Fees paid or owed by the Customer and Vendors hereunder during Limitation of Liability in Months month(s) immediately preceding the date of the event giving rise to the claim (such amount being intended as a cumulative cap and not per incident).
(b) Has any liability to the other for any lost profits or revenues or any indirect, incidental, consequential, cover, special, exemplary, or punitive damages, howsoever caused, whether in contract, tort or under any other conditions of liability.
The foregoing limitations and disclaimers shall not apply to the extent prohibited by applicable law.
In the event of any dispute arising in and out of this Agreement between the Parties, it shall be resolved by arbitration. There shall be Number of Arbitrators arbitrator(s), who shall be appointed by Arbitration Appointing Party Name. The venue of arbitration shall be Location of Arbitration, and the Seat shall be State of Seat. The arbitrators’ decision shall be final and binding on both Parties.
Neither Party may assign this Agreement or the rights and obligations thereunder to any third party without the prior express written approval of the other Party, which shall not be unreasonably withheld.
Any notices required or permitted by this Agreement shall be in writing and delivered by certified mail or courier to the mentioned address.
Neither Party shall be liable for any failure in performance of the obligation under this Agreement due to cause beyond that party's reasonable control (including and not limited to any pandemic, fire, strike, act, or order of public authority, and other acts of God) during the pendency of such event.
No modification of this Agreement shall be made unless in writing and signed by both Parties.
If any term, clause, or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, all other terms will remain in full force and effect until the termination of the Agreement.
This Agreement shall be governed by the laws of Governing Law. If the disputes under this Agreement cannot be resolved by arbitration, they shall be resolved by litigation in the courts of Jurisdiction, including the federal courts therein. The Parties all consent to the jurisdiction of such courts, agree to accept service of process by mail, and hereby waive any jurisdictional or venue defenses otherwise available to them.
This Agreement is legal and binding between the Parties as stated above. This Agreement may be entered into and is legal and binding in the Legal Enforceability_State. The Parties each represent that they have the authority to enter into this Agreement.
This Agreement constitutes the entire understanding of the Parties, and revokes and supersedes all prior contracts between them, and is intended as a final expression of their Agreement. It shall not be modified or amended except in writing, signed by the Parties hereto, and specifically referring to this Agreement. This Agreement shall take precedence over any other documents that may conflict with this Agreement.
The Parties hereby approve the services and rates listed above and agree to respect and uphold the full terms of this Agreement. Provide your acceptance by signing below:
Customer Name
Company Name
Name:
Name:
Signature:
Signature:
Date:
Date: