SaaS Subscription Agreement

Disclaimer: This is an educational scaffold. Have a licensed attorney review before using with paying customers, especially enterprise deals.

When to Use This

Use a SaaS Subscription Agreement when:

• Selling software access on a recurring subscription basis (monthly or annual)
• Customer is a business (B2B) — not a consumer
• You want consistent, repeatable contract terms

For enterprise deals (> $25K ACV): Expect customers to send their own paper (their MSA). See contract-negotiation.md for how to handle that.

SaaS Subscription Agreement — Key Sections

1. Definitions

Establish consistent meaning for key terms used throughout the agreement.

DEFINITIONS

"Agreement" means this SaaS Subscription Agreement.
"ACV" means annual contract value.
"Authorized Users" means the individuals authorized by Customer to access the Service.
"Customer Data" means all data submitted by Customer through the Service.
"Documentation" means the technical documentation for the Service.
"Order Form" means the ordering document or online order specifying the subscription.
"Service" means [Company]'s [Product Name] software-as-a-service platform.
"Subscription Term" means the period specified in the Order Form.
"[Company]" means [Legal Entity Name], a [State] [LLC/Corporation].

2. Subscription and Access Rights

2. SUBSCRIPTION AND ACCESS

2.1 Grant of Access. Subject to this Agreement and payment of Fees, [Company] grants
Customer a non-exclusive, non-transferable, limited right to access and use the Service
during the Subscription Term solely for Customer's internal business purposes.

2.2 Authorized Users. Customer may permit Authorized Users to access the Service.
Customer is responsible for Authorized Users' compliance with this Agreement.
Customer shall not exceed the number of Authorized Users specified in the Order Form.

2.3 Restrictions. Customer shall not: (a) sublicense, sell, resell, or transfer the
Service to any third party; (b) reverse engineer, decompile, or disassemble the Service;
(c) copy or create derivative works of the Service; (d) use the Service to develop a
competing product; (e) remove any proprietary notices.

2.4 API Usage. If Customer accesses the Service via API, usage is subject to rate limits
specified in the Documentation.

3. Fees and Payment

3. FEES AND PAYMENT

3.1 Fees. Customer shall pay the fees specified in the Order Form ("Fees").

3.2 Payment Terms. Fees are due [net 30 days from invoice / upfront / as specified in
Order Form]. Overdue amounts accrue interest at 1.5% per month.

3.3 Taxes. Fees are exclusive of applicable taxes. Customer is responsible for all
sales, use, VAT, and similar taxes except for taxes on [Company]'s income.

3.4 Fee Changes. [Company] may change Fees with [30/60] days written notice. Fee
changes take effect at the next Subscription Term renewal.

3.5 Refunds. All Fees are non-refundable except as required by law or expressly stated.

4. Term and Termination

4. TERM AND TERMINATION

4.1 Term. The Agreement commences on the Order Form effective date and continues for
the Subscription Term. Unless either party provides [30/60] days' written notice before
expiration, subscriptions auto-renew for successive [one-year / monthly] terms.

4.2 Termination for Cause. Either party may terminate if the other materially breaches
this Agreement and fails to cure within 30 days of written notice.

4.3 Termination by [Company] for Non-Payment. [Company] may suspend or terminate
access upon [10] days' notice for non-payment.

4.4 Effect of Termination. Upon termination: (a) all rights granted cease; (b) Customer
must delete all copies of the Service and Documentation; (c) [Company] will make
Customer Data available for export for [30] days.

5. Customer Data and Privacy

5. DATA AND PRIVACY

5.1 Customer Data Ownership. As between the parties, Customer owns all Customer Data.

5.2 License to Customer Data. Customer grants [Company] a limited license to process
Customer Data solely to provide and improve the Service.

5.3 Security. [Company] implements commercially reasonable security measures consistent
with industry standards. See [Company]'s Security Policy at [URL].

5.4 Data Processing. For processing of personal data, the parties shall execute a
Data Processing Agreement ("DPA") upon request. [Company]'s standard DPA is available
at [URL].

5.5 Data Retention. [Company] will retain Customer Data for [30] days after termination,
after which it will be deleted unless legally required to retain it.

6. Confidentiality

6. CONFIDENTIALITY

6.1 Definition. "Confidential Information" means non-public information disclosed by
either party that is marked confidential or reasonably should be understood as confidential.

6.2 Obligations. Each party will: (a) keep Confidential Information confidential;
(b) use it only to exercise rights or fulfill obligations under this Agreement;
(c) disclose it only to employees with a need to know.

6.3 Exceptions. Obligations don't apply to information that: (a) is public without
breach; (b) was already known; (c) is independently developed; (d) is required by law
to be disclosed (with prompt notice to the other party).

6.4 Term. Confidentiality obligations survive termination for [3 years / indefinitely
for trade secrets].

7. Intellectual Property

7. INTELLECTUAL PROPERTY

7.1 [Company] IP. [Company] and its licensors own all IP in the Service, Documentation,
and related technology. No rights are granted except as expressly stated.

7.2 Customer IP. Customer owns Customer Data and any data, content, or materials
Customer provides.

7.3 Feedback. If Customer provides feedback, [Company] may use it without restriction
and without any obligation to Customer.

7.4 Usage Data. [Company] may collect and use aggregated, anonymized data about
Service usage to improve the Service, provided no individual is identifiable.

8. Warranties and Disclaimers

8. WARRANTIES AND DISCLAIMERS

8.1 [Company] Warranty. [Company] warrants that the Service will perform materially
as described in the Documentation during the Subscription Term. Customer's sole remedy
for breach of this warranty is re-performance of the relevant Service or a pro-rated
refund for the period the Service failed to perform.

8.2 DISCLAIMER. EXCEPT AS EXPRESSLY STATED, THE SERVICE IS PROVIDED "AS IS."
[COMPANY] DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES
OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

9. Limitation of Liability

9. LIMITATION OF LIABILITY

9.1 EXCLUSION OF CONSEQUENTIAL DAMAGES. NEITHER PARTY IS LIABLE FOR INDIRECT,
INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES.

9.2 CAP ON LIABILITY. EACH PARTY'S TOTAL CUMULATIVE LIABILITY SHALL NOT EXCEED THE
FEES PAID BY CUSTOMER IN THE [12] MONTHS PRIOR TO THE CLAIM.

9.3 EXCEPTIONS. The liability cap does not apply to: (a) Customer's payment obligations;
(b) IP infringement; (c) a party's fraud or willful misconduct; (d) a party's
indemnification obligations.

10. Indemnification

10. INDEMNIFICATION

10.1 [Company] Indemnification. [Company] shall defend and indemnify Customer against
third-party claims that the Service infringes a patent, copyright, or trademark.

10.2 Customer Indemnification. Customer shall defend and indemnify [Company] against
third-party claims arising from Customer Data or Customer's breach of this Agreement.

10.3 Procedure. The indemnified party must: (a) promptly notify; (b) give sole control
of defense; (c) provide reasonable cooperation.

11. General

11. GENERAL

11.1 Governing Law. This Agreement is governed by the laws of [Missouri / Delaware],
without regard to conflict of law principles.

11.2 Dispute Resolution. Disputes shall be resolved by binding arbitration under AAA
Commercial Arbitration Rules. [Optional: Class action waiver.]

11.3 Entire Agreement. This Agreement supersedes all prior agreements on the subject.

11.4 Amendments. Amendments require written consent of both parties.

11.5 Assignment. Neither party may assign without the other's consent, except to an
acquirer of substantially all its business.

11.6 Force Majeure. Neither party is liable for delays caused by circumstances beyond
reasonable control.

11.7 Severability. Invalid provisions are severed; the rest remains in effect.

11.8 Notices. Notices to [Company] at [legal address and email]; to Customer at the
address in the Order Form.

Order Form Template

Attach to the Subscription Agreement for each customer.

ORDER FORM
Effective Date: [Date]
Agreement: SaaS Subscription Agreement dated [Date]

CUSTOMER
Company: [Name]
Address: [Address]
Contact: [Name, Email, Phone]

SUBSCRIPTION
Product: [Product Name]
Plan: [Plan Name]
Authorized Users: [Number]
Subscription Term: [Start Date] to [End Date]
Auto-renewal: [Yes / No]

FEES
[Plan]: $[X]/[month or year]
Implementation fee (if any): $[X] (one-time)
Total first payment: $[X]

PAYMENT
Payment method: [Credit card on file / ACH / check]
Invoice to: [Email]
Payment terms: [Net 30 / upfront / monthly auto-charge]

SPECIAL TERMS
[Any customer-specific terms negotiated]

Signed:
Customer: _____________________ Date: _________
[Company]: ___________________ Date: _________