SaaS Software License Agreement

Company Letterhead

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Phone: {{phone}}

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SaaS Software License Agreement

This SaaS Software License Agreement ('Agreement') is entered into on this {{date}} day of {{month}}, {{year}}, by and between:

{{licensor_company_name}}, a company duly incorporated under the laws of {{licensor_jurisdiction}}, with its principal place of business at {{licensor_address}} (hereinafter referred to as 'Licensor'); and

{{licensee_company_name}}, a company duly incorporated under the laws of {{licensee_jurisdiction}}, with its principal place of business at {{licensee_address}} (hereinafter referred to as 'Licensee').

Licensor and Licensee are hereinafter collectively referred to as the 'Parties' and individually as a 'Party'.

1. Definitions

1.1. 'Software' refers to the software-as-a-service product provided by the Licensor, as described in Schedule A.

1.2. 'Service' refers to the provision of access to and use of the Software over the internet.

1.3. 'User' refers to an individual authorized by the Licensee to use the Software.

1.4. 'Subscription Term' refers to the period during which the Licensee is authorized to access and use the Service, as specified in Schedule B.

1.5. 'Confidential Information' refers to any non-public information disclosed by one Party to the other, whether oral, written, or electronic, which is designated as confidential or which, by its nature, would reasonably be understood to be confidential.

2. Grant of License

2.1. Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a non-exclusive, non-transferable, revocable license to access and use the Software and the Service during the Subscription Term, solely for Licensee's internal business operations.

2.2. The Licensee agrees that the number of authorized Users shall not exceed the number specified in Schedule B. Additional Users may be added upon agreement of the Parties and adjustment of subscription fees.

3. Subscription Fees and Payment

3.1. Licensee shall pay Licensor the subscription fees as set out in Schedule B ('Subscription Fees').

3.2. All Subscription Fees are due and payable in advance on a {{payment_frequency}} basis, commencing on the Effective Date.

3.3. Payments shall be made in {{currency}} to the bank account specified by the Licensor. All fees are exclusive of any applicable taxes, duties, or levies, which shall be borne by the Licensee.

3.4. In the event of late payment, Licensor reserves the right to charge interest at a rate of {{interest_rate}}% per month on the overdue amount.

4. Term and Termination

4.1. This Agreement shall commence on the Effective Date ({{effective_date}}) and continue for the Subscription Term specified in Schedule B, unless terminated earlier in accordance with the provisions herein.

4.2. Either Party may terminate this Agreement with immediate effect by written notice if the other Party commits a material breach of any of its obligations under this Agreement and fails to remedy such breach within {{cure_period}} days after receipt of written notice requesting such remedy.

4.3. Upon termination, Licensee's access to the Software and Service shall cease. All outstanding fees shall become immediately due and payable. Sections related to confidentiality, indemnification, limitation of liability, and governing law shall survive termination.

5. Confidentiality

5.1. Each Party agrees to maintain the confidentiality of any Confidential Information received from the other Party.

5.2. Confidential Information shall not be disclosed to any third party without the prior written consent of the disclosing Party, except as required by law or to employees and subcontractors who have a need to know and are bound by similar confidentiality obligations.

5.3. These obligations shall survive the termination of this Agreement for a period of {{confidentiality_period}} years.

6. Warranties and Disclaimers

6.1. Licensor warrants that the Service will perform substantially in accordance with the documentation provided for the Software.

6.2. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICE IS PROVIDED 'AS IS' WITHOUT WARRANTY 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.

6.3. Licensor does not warrant that the Service will be uninterrupted or error-free, or that all defects will be corrected.

7. Limitation of Liability

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

7.2. LICENSOR'S TOTAL CUMULATIVE LIABILITY TO LICENCEE UNDER THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, WILL AT ALL TIMES BE LIMITED TO THE TOTAL FEES PAID BY LICENSEE TO LICENSOR DURING THE {{liability_period}} MONTHS PRECEDING 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_jurisdiction}}.

8.2. Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or validity thereof, shall be resolved through good faith negotiations between the Parties.

8.3. If the Parties are unable to resolve the dispute amicably within {{negotiation_period}} days, the dispute shall be submitted to arbitration in {{arbitration_location}} in accordance with the rules of the {{arbitration_institution}}.

9. General Provisions

9.1. Entire Agreement: This Agreement constitutes the entire agreement between the Parties concerning its subject matter and supersedes all prior and contemporaneous agreements, proposals, or representations, whether written or oral.

9.2. Amendments: Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both Parties.

9.3. Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

9.4. Assignment: Neither Party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other Party.

9.5. Notices: All notices hereunder shall be in writing and deemed to have been duly given when delivered by hand, sent by registered mail, or by email to the addresses specified in this Agreement.

Signature Block

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first above written.

LICENSOR:

___________________________

By: {{licensor_signer_name}}

Title: {{licensor_signer_title}}

LICENSEE:

___________________________

By: {{licensee_signer_name}}

Title: {{licensee_signer_title}}

Schedule A: Description of Software and Service

{{schedule_a_details}}

Schedule B: Subscription Details

Subscription Term: {{subscription_term_start}} to {{subscription_term_end}}

Number of Authorized Users: {{number_of_users}}

Subscription Fees: {{subscription_fees}}

Payment Frequency: {{payment_frequency}}

Additional Terms: {{additional_schedule_b_terms}}