This software as a service agreement outlines the terms for a customer to use a supplier's web and software applications as a subscription service. Key points include: the customer purchases user subscriptions that allow authorized users to access the services and documentation; the supplier retains ownership of the software and services; fees are charged on a monthly basis based on the number of user subscriptions; the contract details each party's rights and responsibilities regarding use of the services, support, proprietary rights, liability, term and termination.

1. 1
SOFTWARE AS A SERVICE AGREEMENT
THIS SOFTWARE AS A SERVICE AGREEMENT (the “Agreement”) is entered into this
[DATE] (the “Effective Date”) by and between [COMPANY NAME], whose registered office is
[COMPANY ADDRESS] (the “Supplier”) and [COMPANY NAME] (the “Customer”).
WHEREAS, Supplier has developed certain [type] web applications and software applications that it
makes available via the Internet for customers to integrate with their systems;
WHEREAS, Customer wishes to use Supplier’s service in its business operations; and
WHEREAS, Supplier has agreed to provide and Customer has agreed to take and pay for
Supplier’s services subject to the following terms and conditions:
1. DEFINITIONS.
(a) “Authorised Users” means those employees, agents and independent contractors of Customer who
are authorised by Customer to use the Services and Documentation.
(b) “Customer Data” means the data inputted by Customer, Authorised Users, or Supplier on
Customer’s behalf for the purpose of using the Services or facilitating Customer’s use of the
Services.
(c) “Documentation” means the documents made available to Customer by Supplier online via [URL],
which sets out a description of the Services and user instructions for the Services.
(d) “Normal Business Hours” means [8.00 am to 6.00 pm] local [Time Zone] time, Monday through
Friday (except holidays).
(e) “Services” means the subscription services provided by Supplier to Customer under this Agreement
via [URL].
(f) Software means the online software applications provided by Supplier as part of the Services.
(g) Support Services Policy means Supplier’s policy for providing support in relation to the Services as
made available at [URL].
(h) User Subscriptions means the user subscriptions purchased by Customer under this Agreement,
which entitle Authorised Users to access and use the Services and Documentation.
(i) Virus means any thing or device (including any software, code, file or programme) which may
prevent, impair or adversely affect the operation of any computer software, hardware or network, any
telecommunications service, equipment or network or any other service or device; prevent, impair or
adversely affect access to or the operation of any programme or data, including the reliability of any
programme or data (whether by re-arranging, altering or erasing the programme or data in whole or
part); or adversely affect the user experience, including worms, trojan horses and other similar things
or devices.
2. USER SUBSCRIPTIONS. Supplier hereby grants to Customer a non-exclusive, non-transferable right to
permit the Authorised Users to use the Services and Documentation during the Subscription Term solely
for Customer’s internal business operations.
(a) In relation to the Authorised Users, Customer undertakes that:
i. the maximum number of its Authorised Users shall not exceed the number of User Subscriptions
it has purchased;
ii. Customer will not allow any User Subscription to be used by more than one individual
Authorised User;
iii. Customer shall not access, store, distribute or transmit any Viruses, or any material during the
course of its use of the Services that:
1) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or
ethnically offensive;

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2) facilitates illegal activity;
3) depicts sexually explicit images;
4) promotes unlawful violence;
5) is discriminatory based on race, gender, colour, religious belief, sexual orientation,
disability, or any other illegal activity; or
6) causes damage or injury to any person or property;
SUPPLIER RESERVES THE RIGHT, WITHOUT LIABILITY TO CUSTOMER, TO DISABLE
CUSTOMER’S ACCESS FOR ANY MATERIAL BREACHES OF THIS CLAUSE.
3. ADDITIONAL USER SUBSCRIPTIONS. Customer may, from time to time during any Subscription
Term, purchase additional User Subscriptions in excess of the number set out in Schedule 1.
(a) If Customer wishes to purchase additional User Subscriptions, Customer shall send a request to
Supplier in writing.
(b) If Supplier approves Customer’s request to purchase additional User Subscriptions, Customer shall,
pay to Supplier the relevant fees for such additional User Subscriptions as set out in Schedule 1.
4. SUPPORT SERVICES.
[Description of the support services that are provided along with the right to use your SaaS solution]
5. CUSTOMER DATA.
[The purpose of this section is to limit your liability in case of a data breach. The description of what is
“customer data” and what you do with it goes in your Privacy Policy.]
6. CUSTOMER’S OBLIGATIONS.
[Description of what users can and cannot do while using your software]
7. CHARGES AND PAYMENT.
[Description of what fees you charge, when you charge them, when and how they need to be paid]
8. PROPRIETARY RIGHTS.
[Explains that you own 100% of the legal rights to your software and the user owns no part of it]
9. LIMITATION OF LIABILITY.
[Several terms usually go here that limit your legal liability if a user (1) does something wrong with your
software, and//or (2) is hurt or suffers damages from using your software]
10. TERM AND TERMINATION.
[Describe how long the user gets to use your software for and how you can cancel this contract and their
use of your software]
11. GENERAL TERMS.
[Several general items usually go here, like you’re not responsible for power outages, how to give official
legal notices, users can’t assign their rights to someone else, etc.]
12. GOVERNING LAW. This Agreement and any disputes or claims arising out of or in connection with it
or its subject matter or formation are governed by, and construed in accordance with, the law of [State/
Country]. The parties irrevocably agree that the courts of [State/ Country] have exclusive jurisdiction to
settle any dispute or claim that arises out of or in connection with this Agreement.
13. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the parties, and
supersedes all prior agreements, representations and understandings of the parties, written or oral.

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Please sign and date this Agreement no later than [DATE] and return it either by mail or email to the Return
Address listed below.
By: _________________________ Date: _________________
Full Name:
Title:
Street Address:
City, State:
Phone Number:
Email:
RETURN ADDRESS:
Attn: [NAME]
[Company Name]
[Company Address]
[Company Phone]
[Company Email]
[***Note that this contract can also be signed electronically]
SCHEDULE 1
FEES AND SERVICE TERM
Subscription Fees
The Subscription Fees shall amount to a total of [AMOUNT] per month, based on [NUMBER] of User
Subscriptions at [AMOUNT] per User Subscription.
Additional User Subscription Fees
Additional User Subscriptions may be purchased by Customer at [AMOUNT] per User Subscription per
month.
Subscription Term
Initial Subscription Term: [LENGTH]