Software-as-a-service subscription agreement
Effective Date: {{EFFECTIVE_DATE}} Provider: {{PROVIDER_NAME}}, a {{PROVIDER_ENTITY_TYPE}} ("Provider") Customer: {{CUSTOMER_NAME}}, a {{CUSTOMER_ENTITY_TYPE}} ("Customer")
1.1 License Grant. Subject to the terms of this Agreement and timely payment of all applicable fees, Provider grants Customer a non-exclusive, non-transferable, limited right to access and use the Provider's software-as-a-service platform ("Service") during the Subscription Term solely for Customer's internal business purposes and in accordance with the applicable Order Form and Documentation.
1.2 Order Forms. The specific subscription tier, number of authorized users, fees, and other commercial terms shall be set forth in one or more Order Forms executed by the parties, each of which is incorporated into this Agreement by reference. In the event of a conflict between an Order Form and this Agreement, the Order Form shall control.
1.3 Authorized Users. Customer may permit its employees and contractors ("Authorized Users") to access and use the Service on Customer's behalf, subject to the user limits in the applicable Order Form. Customer is responsible for its Authorized Users' compliance with this Agreement and shall promptly notify Provider of any unauthorized access or use.
1.4 Restrictions. Customer shall not, and shall not permit any third party to: (a) sublicense, sell, resell, transfer, or otherwise make the Service available to third parties; (b) modify, copy, or create derivative works based on the Service; (c) reverse engineer, disassemble, or decompile the Service; (d) access the Service to build a competing product; (e) use the Service to transmit malicious code or interfere with the Service's operation; or (f) use the Service in violation of applicable laws.
2.1 Service Availability. Provider shall use commercially reasonable efforts to make the Service available {{SERVICE_UPTIME_COMMITMENT}} of the time in any given calendar month, excluding scheduled maintenance windows. Provider shall provide advance notice of scheduled maintenance where practicable.
2.2 Security. Provider shall maintain reasonable administrative, technical, and physical safeguards designed to protect the security, confidentiality, and integrity of Customer Data. Provider shall promptly notify Customer of any confirmed security breach affecting Customer Data.
2.3 Support. Provider shall provide Customer with technical support for the Service in accordance with the support tier specified in the applicable Order Form.
2.4 Updates. Provider may update, modify, or enhance the Service from time to time. Provider shall provide reasonable notice of any material changes that adversely affect Customer's use of the Service.
3.1 Ownership. As between the parties, Customer retains all right, title, and interest in and to all data, information, and content submitted by Customer or its Authorized Users through the Service ("Customer Data"). Provider acquires no rights in Customer Data except as necessary to provide the Service.
3.2 License to Customer Data. Customer grants Provider a limited, non-exclusive license to process and use Customer Data solely to provide and improve the Service, and for no other purpose.
3.3 Data Privacy. Each party shall comply with all applicable data protection laws in connection with Customer Data. To the extent Customer Data includes personal data subject to data protection laws, the parties shall execute a Data Processing Agreement ("DPA") as mutually agreed, which shall be incorporated into this Agreement.
3.4 Data Portability and Deletion. Upon request or upon termination of this Agreement, Provider shall make Customer Data available for export in a standard format for {{DATA_EXPORT_DAYS}} days following termination, after which Provider may delete Customer Data. Customer is responsible for exporting Customer Data prior to expiration of this period.
4.1 Customer shall pay Provider the fees specified in each applicable Order Form. Unless otherwise stated, fees are due within {{PAYMENT_TERMS_DAYS}} days of the invoice date. All fees are non-refundable except as expressly stated in this Agreement.
4.2 Provider may increase fees upon {{PRICE_INCREASE_NOTICE_DAYS}} days' prior written notice. Fee increases shall apply at the next renewal of the applicable Subscription Term.
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