SOFTWARE AS A SERVICE AGREEMENT
THIS AGREEMENT IS MADE ON THIS ………DAY OF ________
[NAME OF COMPANY]
|SOFTWARE AS A SERVICE AGREEMENT (SAAS) FOR [NAME OF COMPANY]|
SOFTWARE AS A SERVICE AGREEMENT
THIS AGREEMENT (the “Agreement”) is made and entered into on…………day of……………
[Name of company] of address [address] hereinafter referred as (“service provider”/ “Company”.)
[Name of client] of address [address] herein after referred to as (“client”/ “customer”)
WHEREAS, the proposal date given is 03/08/2021
Company and Customer agree that the following terms and conditions will apply to the services provided under this Agreement and Orders placed thereunder.
This proposal is valid only for 30 days from the proposal date given above. All payment is required in advance to start the subscription.
Simply login and select the subscription you need for the billing.
First 30 days are FREE. That means your billing cycle will start after 30 days from the date you pay. In case you took the free trial first and then upgraded to the paid subscription, your Trial days will be subtracted from the free 30 days of your subscription.
Payments should be made by Bank Draft in favor of EduWeb Consulting Ltd.
The pricing is labeled “schedule 1” and shall form part of this agreement.
To read more Terms and Conditions, please visit https://classtrack.com/terms
“Customer Content” means all data and materials provided by Customer to Company for use in connection with the SaaS Services, including, without limitation, customer applications, data files, and graphics.
“Documentation” means the user guides, online help, release notes, training materials and other documentation provided or made available by Company to Customer regarding the use or operation of the SaaS Services.
“Host” means the computer equipment on which the Software is installed, which is owned and operated by the Company or its subcontractors.
“Identity Cube” means a unique collection of identity data for an individual that will be granted access to and/or managed by the SaaS Services for the purposes of providing single sign-on, managing passwords or certifying user access. Identity data may be physically or logically maintained in a single repository or in separate physical or logical repositories. Although Identity Cubes for user accounts that have been deactivated may remain in the identity management system, those inactive Identity Cubes will not be included in the number of Identity Cube licenses in use by Customer.
“Other Services” means all technical and non-technical services performed or delivered by the Company under this SaaS Agreement, including, without limitation, implementation services and other professional services, training and education services but excluding the SaaS Services and the Maintenance Services. Other Services will be provided on a time and material basis at such times or during such periods, as may be specified in a Schedule and mutually agreed to by the parties. All Other Services will be provided on a non-work for hire basis.
“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 Company’s internet-accessible service identified in a Schedule that provides use of Company identity/access management Software that is hosted by Company or its services provider and made available to Customer over a network on a term-use basis.
- SAAS SERVICES
- During the Subscription Term, Customer will receive a nonexclusive, non-assignable, royalty free, worldwide right to access and use the SaaS Services solely for Client’s internal business operations subject to the terms of this Agreement and up to the number of Identity Cubes documented in the Schedule.
- Client acknowledges that this Agreement is a services agreement and the Company will not be delivering copies of the Software to Client as part of the SaaS Services.
Customer shall not, and shall not permit anyone to: (i) copy or republish the SaaS Services or Software, (ii) make the SaaS Services available to any person other than authorized Identity Cube users, (iii) use or access the SaaS Services to provide service bureau, time-sharing or other computer hosting services to third parties, (iv) modify or create derivative works based upon the SaaS Services or Documentation, (v) 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, (vi) 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, or (vii) access the SaaS Services or use the Documentation in order to build a similar product or competitive product. Subject to the limited licenses granted herein, Company 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 Company.
- CUSTOMER RESPONSIBILITIES
Customer shall provide commercially reasonable information and assistance to the Company to enable it deliver the SaaS Services. Upon request from the Company, Customer shall promptly deliver Client Content to the Company in an electronic file format specified and accessible by the Company. Customer acknowledges that the Company’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.
- Compliance with Laws.
Client 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 the Company exercises no control over the content of the information transmitted by Customer or the Identity Cube users 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.
- Unauthorized Use; False Information.
Customer shall: (a) notify Company immediately of any unauthorized use of any password or user id or any other known or suspected breach of security, (b) report to Company immediately and use reasonable efforts to stop any unauthorized use of the SaaS Services that is known or suspected by Customer or any Identity Cube user, and (c) not provide false identity information to gain access to or use the SaaS Services.
- Administrator Access. Customer shall be solely responsible for the acts and omissions of its Administrator Users. Company shall not be liable for any loss of data or functionality caused directly or indirectly by the Administrator Users.
- Customer Input.
Customer is solely responsible for collecting, inputting and updating all Customer Content stored on the Host, and for ensuring that the Customer Content does not (i) include anything that actually or potentially infringes or misappropriates the copyright, trade secret, trademark or other intellectual property right of any third party, or (ii) contain anything that is obscene, defamatory, harassing, offensive or malicious. Customer shall: (i) notify Company immediately of any unauthorized use of any password or user id or any other known or suspected breach of security, (ii) report to Company immediately and use reasonable efforts to stop any unauthorized use of the Service that is known or suspected by Customer or any Identity Cube user, and (iii) not provide false identity information to gain access to or use the Service.
- License from Customer.
Subject to the terms and conditions of this SaaS Agreement, Customer shall grant to Company 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.
- Ownership and Restrictions.
Customer retains ownership and intellectual property rights in and to its Customer Content. Company or its licensors 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 Company 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 Company and not under the Agreement.
The Company shall have a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into the SaaS Services any suggestions, enhancement requests, recommendation or other feedback provided by Customer, including Users, relating to the operation of the SaaS Services.
- TERM AND TERMINATION
- Term of SaaS Agreement. The term of this SaaS Agreement shall begin on the Effective Date and shall continue for a year (1 year).
- Termination. Either party may terminate this SaaS Agreement immediately upon a material breach by the other party that has not been cured within thirty (30) days after receipt of notice of such breach.
Company 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.
- LIMITATIONS OF LIABILITY
- NEITHER PARTY (NOR ANY LICENSOR OR OTHER SUPPLIER OF THE COMPANY) SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST BUSINESS, PROFITS, DATA OR USE OF ANY SERVICE, INCURRED BY EITHER PARTY OR ANY THIRD PARTY IN CONNECTION WITH THIS SAAS AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM (INCLUDING NEGLIGENCE), EVEN IF FORESEEABLE OR THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NEITHER PARTY’S AGGREGATE LIABILITY FOR DAMAGES UNDER THIS SAAS AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM (INCLUDING NEGLIGENCE), SHALL EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER UNDER THIS SAAS AGREEMENT DURING THE 12 MONTHS PRECEDING THE DATE THE CLAIM AROSE.
- The foregoing limitations shall not apply to the parties’ obligations (or any breach thereof) under Sections entitled “Restriction”, “Indemnification”, or “Confidentiality”.
- Indemnification by the Company.
If a third party makes a claim against Customer that the SaaS Services infringes any patent, copyright or trademark, or misappropriates any trade secret, or that the Company’s negligence or willful misconduct has caused bodily injury or death, Company shall defend Customer and its directors, officers and employees against the claim at the Company’s expense and Company shall pay all losses, damages and expenses (including reasonable attorneys’ fees) finally awarded against such parties or agreed to in a written settlement agreement signed by the Company to the extent arising from the claim. We shall have no liability for any claim based on (a) the Customer Content, (b) modification of the SaaS Services not authorized by us or (c) use of the SaaS Services other than in accordance with the Documentation and this SaaS Agreement. The Company may, at its sole option and expense, procure for Customer the right to continue use of the SaaS Services, modify the SaaS Services in a manner that does not materially impair the functionality, or terminate the Subscription Term and repay to Customer any amount paid by Customer with respect to the Subscription Term following the termination date.
- Indemnification by Customer
If a third party makes a claim against The Company that the Customer Content infringes any patent, copyright or trademark, or misappropriates any trade secret, Customer shall defend Company and its directors, officers and employees against the claim at Customer’s expense and Customer shall pay all losses, damages and expenses (including reasonable attorneys’ fees) finally awarded against such parties or agreed to in a written settlement agreement signed by Customer, to the extent arising from the claim.
- Conditions for Indemnification
A party seeking indemnification under this section shall (a) promptly notify the other party of the claim, (b) give the other party sole control of the defense and settlement of the claim, and (c) provide, at the other party’s expense for out-of-pocket expenses, the assistance, information and authority reasonably requested by the other party in the defense and settlement of the claim.
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