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# SaaS Subscription Agreement

**Effective Date:** [EFFECTIVE DATE]

This SaaS Subscription Agreement ("Agreement") is between [PROVIDER NAME], a [PROVIDER ENTITY TYPE] with its principal office at [PROVIDER ADDRESS] ("Provider"), and [CUSTOMER NAME], a [CUSTOMER ENTITY TYPE] with its principal office at [CUSTOMER ADDRESS] ("Customer").

## 1. Definitions

- **"Service"** means the Provider's cloud-based software application known as [SERVICE NAME], including all updates and modifications made available to Customer during the Subscription Term.
- **"Subscription Term"** means the period beginning on the Effective Date and continuing for [INITIAL TERM, e.g., 12 months], with automatic renewal for successive [RENEWAL TERM, e.g., 12-month] periods unless either Party provides written notice of non-renewal at least [NOTICE PERIOD, e.g., 30 days] before the end of the then-current term.
- **"Customer Data"** means all data uploaded, submitted, or generated by Customer through the Service.

## 2. Access and Use

Provider grants Customer a non-exclusive, non-transferable right to access and use the Service during the Subscription Term for Customer's internal business purposes, subject to this Agreement. Customer may authorize up to [NUMBER OF USERS] users to access the Service.

## 3. Fees and Payment

Customer shall pay [SUBSCRIPTION FEE] per [BILLING PERIOD, e.g., month/year], due within [PAYMENT TERMS, e.g., 30 days] of invoice. All fees are non-refundable except as expressly stated herein. Provider may increase fees upon [FEE INCREASE NOTICE PERIOD, e.g., 60 days] written notice before a renewal term.

## 4. Customer Data and Privacy

Customer retains all rights in Customer Data. Provider shall process Customer Data only as necessary to provide the Service and in accordance with its Privacy Policy at [PRIVACY POLICY URL]. Provider implements and maintains industry-standard security measures as described in [SECURITY PAGE URL OR "Schedule A"].

## 5. Service Levels

Provider shall use commercially reasonable efforts to maintain Service availability of [UPTIME TARGET, e.g., 99.9%] measured monthly, excluding scheduled maintenance. Scheduled maintenance windows will be communicated at least [MAINTENANCE NOTICE, e.g., 48 hours] in advance.

## 6. Intellectual Property

Provider retains all rights in the Service, including all software, algorithms, and documentation. Customer retains all rights in Customer Data. Neither Party acquires any rights in the other's intellectual property except as expressly granted here.

## 7. Restrictions

Customer shall not: (a) sublicense, sell, or redistribute the Service; (b) reverse engineer, decompile, or disassemble the Service; (c) use the Service to develop a competing product; (d) exceed authorized user limits; or (e) transmit malicious code or interfere with Service operations.

## 8. Limitation of Liability

To the maximum extent permitted by law, neither Party's aggregate liability under this Agreement shall exceed the total fees paid by Customer in the [LIABILITY CAP PERIOD, e.g., 12 months] preceding the claim. Neither Party is liable for indirect, incidental, consequential, or punitive damages.

## 9. Indemnification

Provider shall indemnify Customer against third-party claims alleging that the Service infringes a valid patent or copyright. Customer shall indemnify Provider against claims arising from Customer Data or Customer's violation of this Agreement.

## 10. Termination

Either Party may terminate for material breach if the breach remains uncured for [CURE PERIOD, e.g., 30 days] after written notice. Upon termination, Customer's access ceases and Provider will make Customer Data available for export for [DATA EXPORT PERIOD, e.g., 30 days], after which Provider may delete it.

## 11. Governing Law

This Agreement is governed by the laws of [GOVERNING LAW JURISDICTION]. Disputes shall be resolved in the courts of [COURT JURISDICTION].

## 12. Entire Agreement

This Agreement constitutes the entire agreement between the Parties regarding the Service and supersedes all prior negotiations and agreements on the subject.

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**Provider**
Signature: ___________________________
Name: [SIGNATORY NAME]
Title: [SIGNATORY TITLE]
Date: [SIGNING DATE]

**Customer**
Signature: ___________________________
Name: [SIGNATORY NAME]
Title: [SIGNATORY TITLE]
Date: [SIGNING DATE]
