SaaS License Agreement

Company Letterhead

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

SaaS License Agreement

This SaaS License Agreement ("Agreement") is entered into on this {{day}} day of {{month}}, {{year}} ("Effective Date"), by and between:

{{provider_company_name}}, a company duly incorporated under the laws of {{provider_jurisdiction}}, with its principal place of business at {{provider_address}} ("Provider"); and

{{customer_company_name}}, a company duly incorporated under the laws of {{customer_jurisdiction}}, with its principal place of business at {{customer_address}} ("Customer").

Provider and Customer are hereinafter individually referred to as a "Party" and collectively as the "Parties".

1. Grant of License

1.1. Subject to the terms and conditions of this Agreement, Provider hereby grants to Customer a non-exclusive, non-transferable, revocable license to access and use the Provider's {{SaaS_product_name}} software application (the "Service") during the Subscription Term, solely for Customer's internal business operations.

1.2. The Service is hosted on Provider's servers and is made available to Customer via the internet. No software is installed on Customer's premises.

2. Subscription Term and Renewal

2.1. This Agreement shall commence on the Effective Date and shall continue for an initial period of {{initial_subscription_term_months}} months ("Initial Subscription Term").

2.2. After the Initial Subscription Term, this Agreement shall automatically renew for successive periods of {{renewal_term_months}} months (each, a "Renewal Term"), unless either Party provides written notice of non-renewal to the other Party at least {{notice_period_days}} days prior to the expiration of the then-current term.

3. Fees and Payment

3.1. Customer shall pay Provider the recurring subscription fees as set out in {{appendix_A_or_schedule}} ("Subscription Fees"). All fees are exclusive of applicable taxes, including but not limited to VAT, which Customer shall be responsible for.

3.2. Subscription Fees shall be billed {{billing_frequency}} (e.g., monthly, quarterly, annually) in advance. Payments are due within {{payment_due_days}} days of the invoice date.

3.3. Failure to pay any fees when due may result in the suspension or termination of Customer's access to the Service.

4. Customer Obligations

4.1. Customer agrees to use the Service solely for its intended purpose and in accordance with Provider's {{acceptable_use_policy_link}}.

4.2. Customer shall be responsible for maintaining the confidentiality of its login credentials and for all activities that occur under its account.

4.3. Customer shall not reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of the Service.

5. Intellectual Property

5.1. All intellectual property rights in and to the Service, including but not limited to copyrights, trademarks, and trade secrets, are and shall remain the exclusive property of Provider.

5.2. Customer acknowledges that it obtains no intellectual property rights in the Service other than the limited license to use granted herein.

6. Warranties and Disclaimers

6.1. Provider warrants that it will use commercially reasonable efforts to make the Service available {{SLA_uptime_percentage}}% of the time, excluding scheduled maintenance.

6.2. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

7. Limitation of Liability

7.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PROVIDER BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH THE USE OF OR INABILITY TO USE THE SERVICE.

7.2. PROVIDER'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER TO PROVIDER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

8. Governing Law and Dispute Resolution

8.1. This Agreement shall be governed by and construed in accordance with the laws of {{governing_law_country}}.

8.2. Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or invalidity thereof, shall be settled by arbitration in accordance with the rules of the {{arbitration_institution_name}}.

8.3. The seat of the arbitration shall be {{arbitration_city}}, {{arbitration_country}}.

Signature Block

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

PROVIDER:

_____________________________

Name: {{provider_signatory_name}}

Title: {{provider_signatory_title}}

Date: _____________________________

CUSTOMER:

_____________________________

Name: {{customer_signatory_name}}

Title: {{customer_signatory_title}}

Date: _____________________________