SAAS AGREEMENT
This Software-as-a-Service Agreement (SaaS) (“Agreement”) is made and effective this _____ day of _______________, 2021
BETWEEN:
(COMPANY NAME) (the “Customer”), a corporation organized and existing under the laws of (STATE), with its head office located at:
[COMPLETE ADDRESS]
AND:
Wear Technologies LLC, (the “Provider” or “Wear”), a corporation organized and existing under the laws of New Jersey, with its head office located at 310 Maple Hill, Dr. Woodbridge, NJ 07095.
WHEREAS, The Customer is granted a license to use the Software, subject to a set of limitations and restrictions.
WHEREAS, The Provider undertakes to provide high-performance Software while committing to comply with certain requirements relating to the maintenance of the Software.
In consideration of the terms of this agreement, and other valuable consideration, the parties agree as follows:
- Definitions
“Administrator User’ means each Customer employee designated by Customer to serve as technical administrator of the Saas Services on Customer’s behalf. Each Administrator User must complete training and qualification requirements reasonably required by Wear.
“Confidential Information” means any information disclosed by a party to the other party, directly or indirectly, which could be in orally or written (graphic, machine-readable or other tangible form], is marked as “confidential or proprietary”.
“Host” means the computer equipment on which the Software is installed, which is owned and operated by Wear or its subcontractors.
“Host” means the computer equipment on which the Software is installed, which is owned and operated by Wear or its subcontractors.
“Maintenance Services means the support and maintenance services provided by Wear to Customer pursuant to this SaaS Agreement.
Software” means the object code version of any Software to which Customer is provided access as part of the Service, including any updates or new versions.
SaaS Services” refer to the specific Wear’s internet-accessible service identified in a Schedule that provides use of Wear’s identity/access management Software that is hosted by Wear or its services provider and made available to Customer over a network on a term-use basis.
- Service
The Provider hereby grants the Customer, including all authorized users of the Customer, a nonexclusive, non-sublicensable, non-assignable, royalty-free, worldwide license to access and use the service (the “Service”) solely for the internal business operations of the Customer in accordance with the terms of this Agreement and the Provider’s online terms of use.
- Term
The term of this Agreement shall begin on the Effective Date and shall end on __________.
The term of this Agreement shall begin on the Effective Date and shall end __________.
- Payment Terms
Customer will be required to pay an integration fee of $_____. Wear will further collect weekly/biweekly payments in form of wire or direct deposit.
- Customer’s Responsibilities
Customer shall provide commercially reasonable information and assistance to Wear to enable Wear to deliver the SaaS Services. Customer acknowledges that Wear’s ability to deliver the SaaS Services in the manner provided in this SaaS Agreement may depend upon the accuracy and timeliness of such information and assistance
Customer shall comply with all applicable local, state, national and foreign laws in connection with its use of the SaaS Services, including those laws related to data privacy, international communications, and the transmission of technical or personal data. Customer acknowledges that Wear exercises no control over the content of the information transmitted by Customer through the SaaS Services.
Customer shall not upload, post, reproduce or distribute any information Software or other
material protected by copyright, privacy rights, or any other intellectual property right without first obtaining the permission of the owner of such rights.
Customer shall be solely responsible for the acts and omissions of its Administrator Users.
Wear shall not be liable for any loss of data or functionality caused directly or Indirectly by the Administrator Users.
Subject to the terms and conditions of this SaaS Agreement, Customer shall grant to Wear a limited, non-exclusive and non-transferable license, to copy, store, configure, perform, display and transmit Customer Content solely as necessary to provide the Saas Services to Customer
Customer shall:
- Notify Wear immediately of any unauthorized use of any password or user id or
any other known or suspected breach of security,
- Report to Wear immediately and use reasonable efforts to stop any unauthorized use of the SaaS Services that is known or suspected by Customer, and
- Not provide false identity information to gain access to or use the Saas Services
Customer is solely responsible for collecting, in putting and updating all Customer Content stored on the Host, and for ensuring that the Customer Content does not include anything that actually or potentially infringes or misappropriates the copyright, trade secret, trademark or other intellectual property right of any third party, or contain anything that is obscene, defamatory, harassing, offensive or malicious.
- Limitations of the License
The Hosted Services may only be used by the officers, employees, agents and subcontractors of the Customer.
The Hosted Services may only be used by the named users identified.
The Hosted Services must not be used at any point in time by more than the number of
concurrent users specified in section.
Subject to the limited licenses granted herein, Wear shall own all right, title and interest in and to the Software, services, Documentation, and other deliverables provided under this Saas Agreement, including all modifications, improvements, upgrades, derivative works and feedback related thereto and intellectual property rights therein. Customer agrees to assign all right, title and interest it may have in the foregoing to Wear.
- License Restrictions
Customer shall not, and shall not permit anyone to:
- Copy, republish or redistribute any content or material of the SaaS Services or Software;
- Make the SaaS Services available to any person other than authorized users;
- Use or access the Saas Services to provide service bureau, time-sharing or other computer
hosting services to third parties;
- Remove, modify or obscure any copyright, trademark or other proprietary notices contained in the Software used to provide the SaaS Services or in the Documentation;
- Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software used to provide the SaaS Services, except and only to the extent such activity is expressly permitted by applicable law,
- Access the SaaS Services or use the Documentation in order to build a similar product or
competitive product.
- Use the Hosted Services in any way that causes, or may cause, damage to the Hosted Services or platform or impairment of the availability or accessibility of the Hosted Services.
- Sub-license its right to access and use the Hosted Services:
- Conduct or request that any other person conduct any load testing or penetration testing on the platform or Hosted Services without the prior written consent of the Provider.
- Ownership and Intellectual Property
Customer retains ownership and intellectual property rights in and to its Customer Content. Wear retain all ownership and intellectual property rights to the services, Software programs, and anything developed and delivered under the Agreement.
Third party technology that may be appropriate or necessary for use with some Wear programs is specified in the program Documentation or ordering document as applicable. Customer’s right to use such third-party technology is governed by the terms of the third-party technology license agreement specified by Wear and not under the Agreement
- Maintenance Services
During the Term of this Agreement, the Provider shall provide the Maintenance Services to the Customer.
The Provider shall give to the Customer at least _____ business days’ prior written notice of scheduled Maintenance Services that are likely to have a negative impact upon the Hosted Services.
The Provider shall give to the Customer at least _____ business days prior written notice of the application of an upgrade to the platform.
The Provider shall give to the Customer written notice of any security update to the platform and at least _____ business days’ prior written notice of the application of any non-security update to the platform.
The Provider may suspend the provision of the Maintenance Services if any amount due to be paid by the Customer to the Provider under this Agreement is overdue, and the Provider has given to the Customer at least _____ days’ written notice, following the amount becoming overdue.
- Indemnification
Wear shall indemnify Customer against all losses and expenses arising out of any proceeding brought by a third party and arising out of a claim that the Service infringe the third party’s Intellectual Property rights.
Before bringing a claim for indemnification, Customer shall notify Wear of the indemnifiable proceeding and deliver to Wear all legal pleadings and other documents reasonably necessary to indemnify or defend the indemnifiable proceeding.
If the Customer fails to notify Wear of the indemnifiable proceeding, Wear will be relieved of its indemnification obligations.
Customers’ right to indemnification is the exclusive remedy available with respect to a claim of indemnification.
- Confidentiality
Each party shall treat as confidential all Confidential Information of the other party, shall not use such Confidential Information except to exercise its rights and perform its obligations under this SaaS Agreement, and shall not disclose such Confidential Information to any third party. Without limiting the foregoing, each party shall use at least the same degree of care, but not less than a reasonable degree of care, it uses to prevent the disclosure of its own confidential information to prevent the disclosure of Confidential Information of the other party. Each party shall promptly notify the other party of any actual or suspected misuse or unauthorized disclosure of the other party’s Confidential Information. Neither party shall reverse engineer, disassemble or decompile any prototypes, Software or other tangible objects which embody the other party’s Confidential Information and which are provided to the party hereunder. Each party may disclose Confidential Information of the other party on a need-to-know basis to its contractors who are subject to confidentiality agreements requiring them to maintain such information in confidence and use it only to facilitate the performance of their services on behalf of the receiving party.
Confidential Information excludes information that:
- Is known publicly at the time of the disclosure or becomes known publicly after disclosure
through no fault of the receiving party,
- Is known to the receiving party, without restriction, at the time of disclosure or becomes
- Known to the receiving party, without restriction, from a source other than the disclosing party not bound by confidentiality obligations to the disclosing party, or
- Is independently developed by the receiving party without use of the Confidential Information as demonstrated by the written records of the receiving party.
The receiving party may disclose Confidential Information of the other party to the extent such disclosure is required by law or order of a court or other governmental authority, provided that the receiving party shall use reasonable efforts to promptly notify the other party prior to such disclosure to enable the disclosing party to seek a protective order or otherwise prevent or restrict such disclosure. Each party may disclose the existence of this SaaS Agreement and the relationship of the parties, but agrees that the specific terms of this SaaS Agreement will be treated as Confidential Information; provided, however, that each party may disclose the terms of this SaaS Agreement to those with a need to know and under a duty of confidentiality such as accountants, lawyers, bankers and investors.
- Warranties
Wear represents and warrants that it will provide the SaaS Services in a professional manner consistent with general industry standards and that the SaaS Services will perform substantially in accordance with the Documentation.
Wear warrants that the SaaS Services will perform in all material respects in accordance with the Documentation. Wear does not guarantee that the SaaS Services will be performed error-free or uninterrupted, or that Wear will correct all SaaS Services errors. Customer acknowledges that Wear does not control the transfer of date over communications facilities, including the internet, and that the SaaS Services may be subject to limitations, delays, and other problems inherent in the use of such communications facilities. This section sets forth the sole and exclusive warranty given by Wear (express or implied) with respect to the subject matter of this Agreement. Neither Wear nor any of its licensors or other
Neither Wear nor any of its licensors or other suppliers warrant or guarantee that the operation of the subscription service will be uninterrupted, virus free or error-free, nor shall, Wear or any of its Service Providers be liable for unauthorized alteration, theft or destruction of Customer’s or any user’s data, files, or programs.
- Termination
Customer may terminate this agreement for any reason on _____ days’ notice to Wear
Each party may terminate this agreement with immediate effect by delivering notice of the
termination to the other party, if:
- the other party fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and
- the failure, inaccuracy, or breach continues for a period of (SPECIFY] days’ after the injured party delivers notice to the breaching party reasonably detailing the breach.
Wear may terminate this agreement with immediate effect by delivering notice of the termination to Customer if Customer fails to pay consideration on time.
Customer shall immediately pay to [PROVIDER NAME) all amounts outstanding as of the date of and any amounts outstanding as a result of, termination.
Customer shall cease all use of the Service upon the effective date of the termination.
- Entire Agreement
The Parties hereto agree that this Agreement shall not become effective until accepted by both Parties and when accepted, shall supersede and replace all previous SaaS Agreements, whether oral or written, between the parties.
- Governing Law
This Agreement shall be interpreted and enforced in accordance with the Federal law of the United States.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.
CUSTOMER Wear Technologies LLC
______________________________ ______________________________
Authorized Signature Authorized Signature
Print Name Print Name
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