SaaS License Agreement

SOFTWARE AS A SERVICE (SaaS) LICENSE AGREEMENT

This Software as a Service License Agreement (“Agreement”) is made and entered into as of effective_date, by and between provider_company_name, a corporation organized under the laws of state_country_company, with its principal place of business at provider_address (“Provider”), and client_company_name, a corporation organized under the laws of state_country_client, with its principal place of business at client_address (“Client”). Provider and Client may each be referred to as a “Party” and collectively as the “Parties.”

1. Definitions

1.1 “Software”

Provider’s proprietary software application known as software_name, including any updates, enhancements, modifications, or new releases provided to Client under this Agreement.

1.2 “Services”

The hosting, management, and operation of the Software by Provider, enabling access and use by Client over the internet.

1.3 “Authorized Users”

Employees, contractors, or agents of Client who are authorized by Client to use the Software in accordance with this Agreement.

1.4 “Confidential Information”

Any non-public information disclosed by one Party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information.

1.5 “Documentation”

The user guides, specifications, and manuals relating to the Software, provided by Provider to Client.

1.6 “Client Data”

All electronic data or information submitted by Client or Authorized Users into the Software.

2. License Grant and Scope of Use

2.1 License Grant

Subject to the terms and conditions of this Agreement, Provider hereby grants to Client a non-exclusive, non-transferable, limited license to access and use the Software during the Term, solely for Client’s internal business purposes.

2.2 Restrictions

Client shall not:

• Modify, copy, or create derivative works of the Software or Documentation;
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software;
• Rent, lease, sell, sublicense, or otherwise transfer rights to the Software;
• Use the Software for timesharing or service bureau purposes or otherwise for the benefit of a third party;
• Remove any proprietary notices or labels from the Software or Documentation.

2.3 Scope of Use

Client’s use of the Software is limited to the number of Authorized Users specified in Exhibit B (Fees). Client may add additional Authorized Users upon payment of additional fees.

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