Software as a Service (SaaS) Framework Agreement
Effective Date: 1st of March, 2024
THIS SOFTWARE AS A SERVICE (SaaS) FRAMEWORK AGREEMENT (the "Agreement") is entered into upon the effective date as defined in a separate order form or through the online purchase details by and between the provider identified in the order form or online purchase ("Provider") and the client entity or individual entering into this Agreement ("Client").
RECITALS:
WHEREAS, the Provider offers certain software applications and platforms accessible over the internet as a service on a subscription or pay-per-use basis ("Services");
AND WHEREAS, the Client desires to access and use the Provider's Services in accordance with the terms set forth herein and any additional terms specified in the separate order form or during the online purchase process.
1. Definitions:
"Confidential Information" means all non-public information disclosed by either party to the other, designated as confidential.
"Data" refers to all electronic data or information submitted by the Client to the Services."Services" are the software applications and platforms provided by the Provider as described in the order form or online purchase details.
"User Guides" means the online documentation for the Services, as updated from time to time by the Provider.
2. Provision of Services:
The Provider agrees to make the Services available to the Client pursuant to the terms of this Agreement and any other terms agreed upon in the order form or online purchase process.
3. User License:
The Provider grants the Client a non-exclusive, non-transferable right to access and use the Services for its internal business purposes, subject to this Agreement's terms and any terms defined in the order form or online purchase.
4. Fees and Payment:
The Client shall pay the Provider fees as detailed in the order form or online purchase. Specific payment terms, including due dates, late fees, and other relevant terms, will be outlined therein.
5. Term and Termination:
The term of this Agreement shall commence on the effective date defined in the order form or online purchase and shall continue for the duration specified therein, subject to earlier termination as provided in this Agreement.
6. Service Levels:
The Provider commits to using commercially reasonable efforts to make the Services available with a target uptime, excluding planned downtime and circumstances beyond the Provider's reasonable control.
7. Data Protection:
The Provider will maintain reasonable security measures to protect Data from unauthorized access or use.
8. Confidentiality:
Both parties agree to maintain the confidentiality of each other's Confidential Information, using at least the same degree of care they use to protect their own confidential information.
9. Intellectual Property Rights:
The Client acknowledges that the Provider retains all rights, title, and interest in the Services and any related intellectual property rights.
10. Warranties:
The Provider warrants that the Services will be provided in a manner consistent with general industry standards.
11. Limitations of Liability:
Liability for each party under this Agreement shall be limited to the amount paid by the Client to the Provider under this Agreement during the 12 months preceding the claim.
12. Indemnification:
The Client agrees to indemnify the Provider against claims related to the Client's use of the Services in violation of this Agreement.
13. General Terms:
Amendments: This Agreement may only be amended in writing signed by both parties.
Severability: If any part of this Agreement is found to be unenforceable, the remainder will continue in effect.
Waiver: Failure to enforce any part of this Agreement does not constitute a waiver.
Governing Law: This Agreement shall be governed by the laws of the jurisdiction in which the Provider is located, as identified in the order form or online purchase.
Dispute Resolution: The parties will seek to resolve any disputes through good faith negotiations or mediation before resorting to arbitration or litigation.
Notices: Notices under this Agreement must be in writing and sent to the addresses specified in the order form or online purchase, or as later updated by either party.
This Agreement, together with any order form or online purchase details, constitutes the entire agreement between the Client and the Provider regarding the subject matter hereof. By accepting this Agreement, whether through a digital acceptance during an online purchase or by executing a separate order form, the Client agrees to be bound by its terms.
RECITALS:
WHEREAS, the Provider offers certain software applications and platforms accessible over the internet as a service on a subscription or pay-per-use basis ("Services");
AND WHEREAS, the Client desires to access and use the Provider's Services in accordance with the terms set forth herein and any additional terms specified in the separate order form or during the online purchase process.
1. Definitions:
"Confidential Information" means all non-public information disclosed by either party to the other, designated as confidential.
"Data" refers to all electronic data or information submitted by the Client to the Services."Services" are the software applications and platforms provided by the Provider as described in the order form or online purchase details.
"User Guides" means the online documentation for the Services, as updated from time to time by the Provider.
2. Provision of Services:
The Provider agrees to make the Services available to the Client pursuant to the terms of this Agreement and any other terms agreed upon in the order form or online purchase process.
3. User License:
The Provider grants the Client a non-exclusive, non-transferable right to access and use the Services for its internal business purposes, subject to this Agreement's terms and any terms defined in the order form or online purchase.
4. Fees and Payment:
The Client shall pay the Provider fees as detailed in the order form or online purchase. Specific payment terms, including due dates, late fees, and other relevant terms, will be outlined therein.
5. Term and Termination:
The term of this Agreement shall commence on the effective date defined in the order form or online purchase and shall continue for the duration specified therein, subject to earlier termination as provided in this Agreement.
6. Service Levels:
The Provider commits to using commercially reasonable efforts to make the Services available with a target uptime, excluding planned downtime and circumstances beyond the Provider's reasonable control.
7. Data Protection:
The Provider will maintain reasonable security measures to protect Data from unauthorized access or use.
8. Confidentiality:
Both parties agree to maintain the confidentiality of each other's Confidential Information, using at least the same degree of care they use to protect their own confidential information.
9. Intellectual Property Rights:
The Client acknowledges that the Provider retains all rights, title, and interest in the Services and any related intellectual property rights.
10. Warranties:
The Provider warrants that the Services will be provided in a manner consistent with general industry standards.
11. Limitations of Liability:
Liability for each party under this Agreement shall be limited to the amount paid by the Client to the Provider under this Agreement during the 12 months preceding the claim.
12. Indemnification:
The Client agrees to indemnify the Provider against claims related to the Client's use of the Services in violation of this Agreement.
13. General Terms:
Amendments: This Agreement may only be amended in writing signed by both parties.
Severability: If any part of this Agreement is found to be unenforceable, the remainder will continue in effect.
Waiver: Failure to enforce any part of this Agreement does not constitute a waiver.
Governing Law: This Agreement shall be governed by the laws of the jurisdiction in which the Provider is located, as identified in the order form or online purchase.
Dispute Resolution: The parties will seek to resolve any disputes through good faith negotiations or mediation before resorting to arbitration or litigation.
Notices: Notices under this Agreement must be in writing and sent to the addresses specified in the order form or online purchase, or as later updated by either party.
This Agreement, together with any order form or online purchase details, constitutes the entire agreement between the Client and the Provider regarding the subject matter hereof. By accepting this Agreement, whether through a digital acceptance during an online purchase or by executing a separate order form, the Client agrees to be bound by its terms.
