SaaS License Agreement

This SaaS License Agreement (hereinafter referred to as the “Agreement”) is made and shall be effective as on [Effective Date] (hereinafter referred to as the "Effective Date"),

By and Between

[Licensor Name] (hereinafter referred to as "Licensor"), located at [Licensor Address], and;

[Licensee Name] (hereinafter referred to as "Licensee"), located at [Licensee Address].

The Licensor and the Licensee shall be collectively referred to as the "Parties" and individually as the "Party."

THEREFORE, in consideration of the covenants, mutual promises, and Agreements contained herein, the receipt and sufficiency of which are to be acknowledged hereby, the Parties comply with the terms and conditions as proposed below:

TERMS OF THE AGREEMENT.

1. DEFINITIONS.

(a) "Documentation" means the technical publications relating to the Software, such as reference, user, installation, systems administrator, and technical guides, delivered by the Licensor to the Licensee.

(b) "Software" means all proprietary technology of the Licensor, including but not limited to software code (in source or object form), applications, products, algorithms, processes, user interfaces, know-how, techniques, designs, databases, documentation, and any other tangible or intangible technical material or information, that is provided or made accessible to the Licensee by the Licensor under this Agreement.

(c) "Order Form" means a document (including any online or electronic ordering process) that is executed by both parties or otherwise accepted by Licensor, which references this Agreement and sets forth specific details regarding the Software licensed, subscription terms, pricing, number of authorized users, service levels, and any other applicable commercial or usage terms.

2. LICENSE GRANT.

(a) Subject to the terms and conditions of this Agreement, Licensor grants to Licensee a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Software solely for Licensee's internal business operations during the Term. Licensee may not use the Software for the benefit of any third party, including on a service bureau or outsourced basis.

(b) Except as expressly permitted in this Agreement, Licensee shall not:

    (i) copy, modify, or create derivative works of the Software;

    (ii) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software;

    (iii) rent, lease, sell, assign, or otherwise transfer rights to the Software to any third party.

3. INTELLECTUAL PROPERTY RIGHTS.

Licensee acknowledges and agrees that all right, title, and interest in and to the Software, including all associated intellectual property rights, are and shall remain the sole and exclusive property of Licensor and its licensors. Except for the limited rights expressly granted under this Agreement, no rights are granted to Licensee, whether by implication, estoppel, or otherwise. All trademarks, service marks, logos, and trade names of Licensor used in connection with the Software are the property of Licensor or its affiliates, and no rights are granted to use them except as expressly authorized in writing.

4. FEES AND PAYMENT.

(a) Licensee shall pay Licensor the fees specified in the applicable Order Form or invoice in accordance with the billing frequency stated therein. All fees shall be paid in [Payment Currency], unless otherwise agreed in writing.

(b) Unless otherwise stated, all fees are due within [Number of days to make payment after invoice] days from the invoice date. Late payments may accrue interest at a rate of [Annual interest rate for late fees]% per annum (or the maximum rate permitted by law, if lower), calculated daily on the outstanding balance, from the due date until payment is received in full.

(c) Fees do not include any taxes, levies, duties, or similar governmental assessments of any nature, including value-added, sales, use, or withholding taxes (collectively, "Taxes"). Licensee is responsible for paying all Taxes associated with its purchases hereunder, excluding taxes based on Licensor's net income.

(d) Licensor reserves the right to suspend access to the Software in the event of any overdue amounts not paid within [Termination Notice Period_Non-Payment] days following written notice to Licensee.

(e) Licensor may adjust the subscription fees upon renewal with at least [Notice period in days required to adjust the fee] days' prior written notice to Licensee.

5. TERM AND TERMINATION.

(a) Term. This Agreement shall commence on the Effective Date and shall continue for [Number of years for the initial license period] year(s) (the "Term"), unless terminated earlier in accordance with the terms of this Agreement. Following the Term, this Agreement will automatically terminate unless otherwise agreed in writing between the parties prior to the end of the Term.

(b) Termination for Cause. Either party may terminate this Agreement upon written notice if the other party materially breaches any provision of this Agreement and fails to cure such breach within [Number of days to remedy material breach] day(s) after receiving written notice thereof. Licensor may also suspend or terminate Licensee's access to the Software immediately if Licensee fails to make timely payment of undisputed fees or violates the license restrictions.

(c) Effect of Termination. Upon expiration or termination of this Agreement for any reason:

    (i) all rights and licenses granted to Licensee under this Agreement shall immediately terminate;

    (ii) Licensee shall cease all use of the Software and delete or destroy any copies in its possession or control (if any);

    (iii) any fees accrued but unpaid as of the termination date shall become immediately due and payable; and

    (iv) Sections that by their nature should survive termination (including confidentiality, intellectual property, disclaimers, limitations of liability, and governing law) shall survive.

6. LIMITED WARRANTY.

(a) Licensor represents and warrants that, during the Term, the Software will substantially conform to the Documentation provided by Licensor when used in accordance with such Documentation and under normal operating conditions. If Licensee notifies Licensor in writing of any breach of the foregoing warranty within thirty (30) days after discovery, Licensor will, as Licensee's sole and exclusive remedy and Licensor's sole liability, use commercially reasonable efforts to correct the non-conformity or, if Licensor determines that correction is not commercially feasible, terminate the license and refund any prepaid fees for the affected portion of the Term on a pro-rata basis.

(b) The foregoing warranty does not apply to any non-conformance resulting from:

    (i) use of the Software in combination with any software, hardware, or data not provided or authorized by Licensor

    (ii) any modification of the Software by any party other than Licensor, or

    (iii) use of the Software in a manner inconsistent with this Agreement or the applicable Documentation.

(c) Except as expressly provided in this section, the software and all services are provided "as is" and licensor disclaims all other warranties, whether express, implied, statutory, or otherwise, including without limitation any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

7. LIMITATIONS OF LIABILITY.

(a) To the maximum extent permitted by applicable law, in no event shall the Licensor be liable to the Licensee or any third party for any indirect, incidental, special, consequential, exemplary, or punitive damages (including, without limitation, damages for lost profits, loss of business, loss of data, or business interruption) arising out of or in connection with this Agreement or the use of or inability to use the Software, regardless of the cause of action and even if the Licensor has been advised of the possibility of such damages.

(b) the Licensor's total aggregate liability under or in connection with this Agreement shall not exceed the total fees actually paid by the Licensee to the Licensor under this Agreement in the twelve (12) months immediately preceding the event giving rise to the claim.

8. INDEMNIFICATION.

(a) Each party ("Indemnifying Party") agrees to indemnify, defend, and hold harmless the other party ("Indemnified Party"), including its affiliates, officers, directors, employees, and agents, from and against any claims, liabilities, losses, damages, or expenses (including reasonable attorneys' fees) arising out of or related to the Indemnifying Party's breach of this Agreement, or the Indemnifying Party's negligence or willful misconduct.

(b) The Licensee shall additionally indemnify the Licensor against any third-party claims alleging that the use of the Software as permitted under this Agreement infringes any intellectual property rights, provided that the Licensor:

    (i) promptly notifies the License of any such claim in writing;

    (ii) allows the Licensee to control the defense and settlement of the claim, and

    (iii) reasonably cooperates with the Licensee in such defense.

(c) This indemnification obligation shall survive the termination of this Agreement.

9. CONFIDENTIAL INFORMATION.

(a) "Confidential Information" means all trade secrets, know-how, software, business plans, financial data, or other proprietary or technical information disclosed by or on behalf of the Licensor in connection with this Agreement, whether in written, oral, or other form, that is designated as confidential or would reasonably be understood as confidential. The Software is Licensor's Confidential Information. Confidential Information does not include information that the Licensee can demonstrate:

    (i) was rightfully received from a third party without restriction and without breach of any obligation to the Licensor;

    (ii) is or becomes publicly available without breach of this Agreement; or

    (iii) was independently developed by the Licensee without reference to or use of any Confidential Information.

(b) Except for the rights expressly granted under this Agreement, the Licensee shall not use or disclose any Confidential Information without Licensor's prior written consent and shall use at least reasonable care to protect such information. The Licensee shall be responsible for any unauthorized use or disclosure by its employees, contractors, or representatives.

(c) The obligations in this Section shall survive for a period of three (3) years after termination or expiration of this Agreement, except for trade secrets, which shall be protected for so long as they remain trade secrets under applicable law.

10. ASSIGNABILITY.

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.

11. NOTICES.

All notices under this Agreement shall be in writing and may be delivered by email, courier, or registered mail. Notices shall be deemed received upon delivery, or in the case of email, upon confirmation of transmission. Each party may update its contact information by written notice to the other.

12. FORCE MAJEURE.

Neither party shall be liable for any failure or delay in performing its obligations under this Agreement (except for payment obligations) if such failure or delay is caused by circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, power outages, internet or telecommunications failures, governmental actions, epidemics, pandemics, or other similar events beyond the reasonable control of the affected party.

13. SEVERABILITY.

If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect. The parties shall negotiate in good faith to replace the invalid or unenforceable provision with a valid provision that most closely reflects the original intent of the parties.

14. AMENDMENT AND WAIVER.

This Agreement may be amended or modified, and the rights under the Agreement may be waived, only upon the written consent of each other.

15. COUNTERPARTS.

This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument.

16. GOVERNING LAW AND JURISDICTION.

This Agreement shall be governed by and construed in accordance with the laws of [Governing law], without regard to any conflict of law principles that would require the application of the laws of another jurisdiction.

Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of [Jurisdiction], and each party hereby irrevocably submits to the personal jurisdiction of such courts.

17. ENTIRE AGREEMENT.

This Agreement (including any exhibits, attachments, and Order Forms referenced herein) constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous agreements, proposals, representations, and communications, whether oral or written.

ACCEPTANCE AND SIGNATURE.

IN WITNESS WHEREOF, the undersigned Parties have duly executed the terms mentioned herein in the Agreement as of the aforementioned date.