SaaS Subscription Agreement

This SaaS Subscription Agreement (this "Agreement") is entered into as of effective_date (the "Effective Date") by and between:

provider_name ("Provider"); and

customer_name ("Customer").

Provider and Customer are each referred to herein as a "Party" and collectively as the "Parties."

1. Definitions

"Authorized Users" means Customer's employees, contractors, and agents who are authorized by Customer to access and use the Service, up to the number of user seats specified in the applicable Order Form.

"Customer Data" means all data, content, and information submitted, uploaded, or otherwise made available by Customer or its Authorized Users through the Service.

"Documentation" means Provider's standard user manuals, online help files, and technical documentation for the Service, as updated from time to time.

"Order Form" means any ordering document, subscription confirmation, or online enrollment specifying the Service plan, fees, user seats, and other terms.

"Service" means the cloud-based software-as-a-service application known as service_name, as described in the Documentation and made available by Provider.

2. Service Access and License

2.1 License Grant

Subject to the terms of this Agreement and payment of all applicable fees, Provider grants Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the Subscription Term, solely for Customer's internal business purposes.

2.2 User Seats

Customer is authorized to provision up to user_seats Authorized User accounts on the subscription_tier plan. Each user seat is for a single named individual and may not be shared. Customer may add additional user seats at any time at the then-current per-seat pricing.

2.3 Usage Restrictions

Customer shall not, and shall not permit any third party to:

(a) Copy, modify, or create derivative works of the Service or its underlying technology;

(b) Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Service;

(c) Access the Service in order to build a competitive product or service;

(d) Sublicense, sell, resell, transfer, or distribute the Service to any third party;

(e) Use the Service to store or transmit any content that infringes intellectual property rights or violates applicable law;

(f) Send spam, viruses, or other harmful code through the Service; or

(g) Attempt to gain unauthorized access to the Service or its related systems.

2.4 Customer Responsibilities

Customer is responsible for: (a) the accuracy and legality of Customer Data; (b) ensuring Authorized Users comply with this Agreement; (c) maintaining the security of user credentials; and (d) all activities occurring under Customer's account.

3. Subscription Fees and Payment

3.1 Fees

Customer shall pay the subscription fees specified in the applicable Order Form. The current fee for the subscription_tier plan is monthly_fee per month. All fees are quoted in U.S. dollars and are exclusive of applicable taxes.

3.2 Billing

Fees are billed in advance at the beginning of each billing cycle (monthly or annually, as specified in the Order Form). Provider shall issue invoices electronically, and payment is due within thirty (30) days of the invoice date.

3.3 Price Changes

Provider may adjust fees upon sixty (60) days written notice prior to the start of any renewal term. If Customer does not agree to a fee increase, Customer may terminate the Agreement effective at the end of the then-current term by providing notice within thirty (30) days of receiving the price change notification.

3.4 Taxes

Customer is responsible for all sales, use, VAT, GST, and other taxes associated with the Service, excluding taxes based on Provider's net income.

3.5 Late Payment

Payments not received within the specified period shall accrue interest at 1.5% per month. Provider may suspend access to the Service if any payment is more than fifteen (15) days overdue, upon five (5) days prior written notice.

4. Service Levels and Support

4.1 Uptime Commitment

Provider guarantees 99.9% uptime availability for the Service, measured on a monthly basis (the "Uptime SLA"). "Uptime" means the percentage of time the Service is accessible and operational. Scheduled maintenance windows communicated at least forty-eight (48) hours in advance shall be excluded from uptime calculations.

4.2 Service Credits

If Provider fails to meet the Uptime SLA in any calendar month, Customer shall be entitled to the following service credits, applied against future invoices:

(a) 99.0% to 99.8% uptime: 10% credit on the monthly fee for the affected month;

(b) 95.0% to 98.9% uptime: 25% credit on the monthly fee for the affected month;

(c) Below 95.0% uptime: 50% credit on the monthly fee for the affected month.

Service credits are Customer's sole and exclusive remedy for Provider's failure to meet the Uptime SLA. Customer must request service credits in writing within thirty (30) days of the month in which the SLA was not met.

4.3 Support Levels

Provider shall provide technical support to Customer's designated administrators during the following hours based on the subscription tier:

(a) Standard plan: Email support, Monday through Friday, 9:00 AM to 5:00 PM ET; response within 24 business hours;

(b) Professional plan: Email and chat support, Monday through Friday, 8:00 AM to 8:00 PM ET; response within 8 business hours;

(c) Enterprise plan: Phone, email, and chat support, 24/7; response within 4 hours for critical issues, 8 hours for all others.

4.4 Maintenance and Updates

Provider shall provide bug fixes, security patches, and feature updates to the Service at no additional charge. Provider reserves the right to modify the Service's features and functionality, provided that such modifications do not materially diminish the core functionality of the Service during the then-current subscription term.

5. Data Ownership, Privacy, and Security

5.1 Customer Data Ownership

As between Provider and Customer, Customer retains all right, title, and interest in and to Customer Data. Provider acquires no ownership rights in Customer Data under this Agreement.

5.2 Data Processing

Provider shall process Customer Data solely for the purpose of providing the Service and in accordance with Customer's documented instructions. Provider shall not access Customer Data except as necessary to provide the Service, prevent or address technical issues, or respond to Customer's support requests.

5.3 Data Security

Provider shall implement and maintain industry-standard technical and organizational security measures to protect Customer Data, including but not limited to:

(a) Encryption of data in transit (TLS 1.2 or higher) and at rest (AES-256);

(b) Access controls with role-based permissions and multi-factor authentication;

(c) Regular security assessments and penetration testing;

(d) Intrusion detection and monitoring systems;

(e) Regular data backups with documented recovery procedures; and

(f) Employee background checks and security training.

5.4 Data Breach Notification

Provider shall notify Customer without undue delay (and in no event later than seventy-two (72) hours) after becoming aware of any unauthorized access to or disclosure of Customer Data (a "Data Breach"). Such notification shall include a description of the nature of the breach, the data affected, and the measures taken to address and mitigate the breach.

5.5 Data Export and Deletion

Upon termination or expiration of this Agreement, Provider shall make Customer Data available for export in a standard, machine-readable format for a period of thirty (30) days. After such period, Provider shall securely delete all Customer Data within thirty (30) additional days and provide written certification of deletion upon request.

5.6 Compliance

Provider shall comply with applicable data protection laws, including GDPR and CCPA to the extent applicable. If Customer requires a separate Data Processing Agreement, Provider shall execute one upon request at no additional charge.

6. Intellectual Property

Provider retains all right, title, and interest in and to the Service, including all software, technology, documentation, trademarks, and intellectual property rights therein. This Agreement does not grant Customer any rights in the Service except the limited license expressly set forth in Section 2.1. Customer grants Provider a non-exclusive license to use Customer's name and logo solely for the purpose of identifying Customer as a user of the Service, unless Customer opts out in writing.

7. Term, Renewal, and Termination

7.1 Subscription Term

The initial subscription term is initial_term months from the Effective Date (the "Initial Term").

7.2 Auto-Renewal

The subscription shall automatically renew for successive periods equal to the Initial Term (each a "Renewal Term") unless either Party provides written notice of non-renewal at least sixty (60) days prior to the end of the then-current term.

7.3 Termination for Cause

Either Party may terminate this Agreement immediately upon written notice if the other Party: (a) commits a material breach that remains uncured for thirty (30) days after written notice; or (b) becomes insolvent, files for bankruptcy, or ceases to conduct business in the ordinary course.

7.4 Termination for Convenience by Customer

Customer may terminate this Agreement for convenience at any time upon thirty (30) days written notice, provided that Customer shall remain responsible for all fees due through the end of the then-current subscription term.

7.5 Effect of Termination

Upon termination or expiration: (a) Customer's access to the Service shall cease; (b) Provider shall make Customer Data available for export as described in Section 5.5; and (c) each Party shall return or destroy all Confidential Information of the other Party. Sections 5, 6, 8, 9, 10, and 11 shall survive termination.

8. Warranties and Disclaimers

8.1 Provider Warranties

Provider warrants that: (a) the Service will perform substantially in accordance with the Documentation; (b) Provider has the right to grant the licenses set forth herein; and (c) the Service will not infringe any third-party intellectual property rights.

8.2 Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN SECTION 8.1, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. PROVIDER DOES NOT WARRANT THAT THE SERVICE WILL BE ERROR-FREE OR UNINTERRUPTED.

9. Limitation of Liability

NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, DATA, USE, OR GOODWILL. PROVIDER'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS SHALL NOT APPLY TO BREACHES OF SECTION 2.3 (USAGE RESTRICTIONS) OR EITHER PARTY'S INDEMNIFICATION OBLIGATIONS.

10. Indemnification

10.1 Provider Indemnification

Provider shall indemnify, defend, and hold harmless Customer from any third-party claims alleging that Customer's use of the Service in accordance with this Agreement infringes any third-party patent, copyright, or trademark. If the Service becomes the subject of an infringement claim, Provider may, at its option: (a) obtain the right for Customer to continue using the Service; (b) modify the Service to make it non-infringing; or (c) terminate the subscription and refund any prepaid fees for the unused portion of the term.

10.2 Customer Indemnification

Customer shall indemnify, defend, and hold harmless Provider from any third-party claims arising from: (a) Customer Data; (b) Customer's use of the Service in violation of this Agreement; or (c) Customer's violation of applicable law.

11. General Provisions

(a) Governing Law: This Agreement shall be governed by the laws of the State of governing_state, without regard to conflict of law principles.

(b) Dispute Resolution: Any disputes shall be resolved through binding arbitration under the rules of the American Arbitration Association in governing_state.

(c) Entire Agreement: This Agreement and any Order Forms constitute the entire agreement between the Parties.

(d) Amendments: This Agreement may only be amended by a written instrument signed by both Parties.

(e) Assignment: Neither Party may assign this Agreement without the other Party's prior written consent, except in connection with a merger or acquisition.

(f) Severability: If any provision is held unenforceable, the remaining provisions shall continue in full force and effect.

(g) Force Majeure: Neither Party shall be liable for delays caused by events beyond its reasonable control.

(h) Notices: All notices shall be in writing and deemed given when delivered by confirmed email or nationally recognized overnight courier.

IN WITNESS WHEREOF, the Parties have executed this SaaS Subscription Agreement as of the Effective Date.

Provider

provider_name

[Electronic signature will be collected via zsign]

[Date will be recorded automatically]

Customer

customer_name

[Electronic signature will be collected via zsign]

[Date will be recorded automatically]