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Subscription Agreement

This Subscription Agreement is entered into between [PARTY A NAME] with its principal place of business [PARTY A ADDRESS] ("[PARTY A]") and [PARTY B NAME] its principal place of business [PARTY B ADDRESS] ("[PARTY B]")

The parties agree to the terms of this agreement.

Subscription Agreement

This Subcription Agreement is a contract between you (the "Customer") and us, [COMPANY NAME] (the "Company"), for your use of [SOFTWARE SERVICE NAME] (the "Service").

Please read this agreement carefully. It contains important terms that affect you and your use of the Service. By using the Service, you agree to be bound by the terms of this agreement, including the disclaimers. If you do not agree to these terms, do not use the Service.

If the parties have a fully executed agreement that covers the Service that agreement supersedes this agreement.

 Grant of License

Software License. The Licensor grants to the Licensee, and the Licensee accepts, a limited, non-exclusive, non-transferable, and revocable license to use the Software in accordance with the terms of this agreement.

Reservation of Rights. Any rights not expressly granted to the Licensee in this agreement are reserved to the Licensor. The Licensee does not acquire any interest under this agreement other than the right to use the Software upon the terms of this agreement. 

Grant of License to Access and Use Service. [PARTY A] hereby grants to [PARTY B], including to all [PARTY B]'s Authorized Users, a non-exclusive, non-assignable, royalty-free, worldwide license to access and use the [DESCRIPTION OF SAAS SERVICE] (the “Service”) solely for [PARTY B]'s internal business operations.

 Free Use of Services

Free Plan. If [PARTY B] registers on [PARTY A]'s website for a free plan ("Free Plan"), [PARTY A] will make the Free Plan portion of the Services available to [PARTY A] without charge during the Free Plan Period. Additional terms applicable to the Free Plan may appear on the trial registration web page and are incorporated into this agreement.

Data Not Preserved. Any Data that [PARTY B] creates, and any customizations made to the Services by or for [PARTY B], during the Free Plan Period will be permanently lost unless [PARTY B] either

purchases a subscription for the same services as those covered by the Free Plan,

purchases upgraded Services, or

exports [PARTY B] Data before the end of the Free Plan Period.

No Warranties. During the Free Plan Period, the Services are provided "as is" without any warranty.

Definition of "Free Plan Period." In this agreement, "Free Plan Period" means the period from the date on which [PARTY B] registers for a Free Plan to the earliest to occur of the following:

the end date of the free trial period

the date we elect to terminate [PARTY B]'s use of the Free Plan,

the Start Date of any Services that [PARTY A] orders.

Service Levels. [PARTY A] will use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, except for:

planned downtime and,

any unavailability caused by circumstances beyond [PARTY A]'s reasonable control.

 Support Services[PARTY A] shall provide [PARTY B] with the following support services

telephone or electronic support in order to help [PARTY B] locate and correct problems with the Software.

up to [NUMBER OF DEDICATED CONTACTS] dedicated contacts designated by [PARTY B] in writing that will have access to support services.

bug fixes and code corrections to correct Software malfunctions in order to bring the Service into substantial conformity with the operating specifications.

all extensions, enhancements and other changes that [PARTY A] makes or adds to the Service and which [PARTY A] offers, without charge, to all other Subscribers of the Service.

 Support Services. [PARTY A] shall provide [PARTY B] with the following support services

telephone or electronic support during business hours in order to help [PARTY B] locate and correct problems with the Software, and

Internet-based support system generally available seven (7) days a week, twenty-four (24) hours a day.

 Support Services

Scope of Services. [PARTY A] shall provide [PARTY B] with the following support services

telephone or electronic support during business hours in order to help [PARTY B] locate and correct problems with the Software,

Internet-based support system generally available seven (7) days a week, twenty-four (24) hours a day, and

up to [NUMBER OF DEDICATED CONTACTS] dedicated contacts designated by [PARTY B] in writing that will have access to support services.

Support Levels. [PARTY A] will use its best efforts to cure, as described below, reported and reproducible errors in the Software. [PARTY A] utilizes the following four (4) severity levels to categorize reported problems

Severity 1 Critical Business Impact. The impact of the reported deficiency is such that the customer is unable to either use the Software or reasonably continue work using the Software. [PARTY A] will commence work on resolving the deficiency within one (1) hour of notification and will engage staff during business hours until an acceptable resolution is achieved.

Severity 2 Significant Business Impact. Important features of the Software are not working properly and there are no acceptable, alternative solutions. While other areas of the Software are not impacted, the reported deficiency has created a significant, negative impact on the Customer's productivity or service level. [PARTY A] will commence work on resolving the deficiency within two (2) hours of notification and will engage staff during business hours until an acceptable resolution is achieved.

Severity 3 Some Business Impact. Important features of the Software are unavailable, but an alternative solution is available or non-essential features of the Software are unavailable with no alternative solution. The customer impact, regardless of product usage, is minimal loss of operational functionality or implementation resources. [PARTY A] will commence work on resolving the deficiency within one (1) business day of notification and will engage staff during business hours until an acceptable resolution is achieved.

Severity 4 Minimal Business Impact. Customer submits a Software information request, software enhancement or documentation clarification which has no operational impact. The implementation or use of the Software by the Customer is continuing and there is no negative impact on productivity. [PARTY A] will provide an initial response regarding the request within one (1) business week.

Remedial Services. This agreement is not intended as a consulting agreement for customer services. With respect to severity one (1) reported deficiencies, [PARTY A] may, with the concurrence of the Customer, elect to send senior support or development staff to the Customer location to accelerate problem resolution. [PARTY A] will be responsible for the costs associated with this escalated problem resolution if the problem is determined to be related to Software. If it is determined that the problem was not related to the supported Software, the Customer agrees to pay reasonable travel and lodging expenses in addition to Sass Company Australia's standard consulting rates. Travel time will be charged at consulting rates.

Support Exceptions. [PARTY A] does not provide support for hardware faults/misconfiguration and/or hardware setup.

[PARTY B] Use of Services

 Authorized Use of the Services. [PARTY B] is authorized to permit use by the number of users listed in the service plan or purchase order. [PARTY B] may upgrade to a different service plan at any time.

[PARTY B] Obligations. [PARTY B] will

be responsible for all users' compliance with this agreement and with any software license agreements used in conjunction with the Services,

be responsible for the accuracy, quality, and legality of any of [PARTY B]'s content,

use commercially reasonable efforts to prevent unauthorized access to or use of the Services, and notify [PARTY A] promptly of any such unauthorized access or use,

use the Services only in accordance with the documentation, acceptable use policies and applicable laws, and 

be responsible for obtaining and maintaining all telephone, computer hardware, Internet access services, and other equipment or services needed to access and use the Services.

[PARTY B] Restrictions. [PARTY B] will not engage in activities that are prohibited under [PARTY A]'s Acceptable Use Policy nor will [PARTY B]

create duplicate accounts or make the Services available to anyone other than the Users,

sell, resell, rent, or lease the Services or create a service bureau using the Services,

use the Services to store or transmit infringing, libelous, or otherwise unlawful, or tortious material, or to store or transmit material in violation of third-party privacy rights,

interfere with or disrupt the integrity or performance of the Services or third-party data contained therein, or

attempt to gain unauthorized access to the Services or their related systems or networks.

 Term. This agreement will commence on [the Effective Date / [DATE, MONTH]], and will continue for [TERM MONTHS] months unless terminated earlier (the "Term").

Term. This agreement begins on [the Effective Date / [DATE, MONTH]], and will continue until terminated (the "Term").

Term. This agreement begins on [the Effective Date] and will continue until [CONDITION / EVENT / FULFILLMENT OF ORDER / COMPLETION OF SERVICES], unless terminated earlier (the "Term").

Term

Initial Term. The initial term of this agreement begins on [the Effective Date] and will continue for [TERM YEARS] years, unless terminated earlier (the "Initial Term").

Renewal Term by Notice. [PARTY B] may renew this agreement for successive renewal terms of [RENEWAL YEARS] length ("Renewal Terms"), unless terminated earlier, by giving [PARTY A] notice of the intent to renew this agreement, at least [RENEWAL NOTICE DAYS] Business Days before the end of the Current Term.

Current Term. The "Current Term" of this agreement means either the Initial Term or the then-current Renewal Term.

Term

Initial Term. The initial term of this agreement will begin on [the Effective Date] and continue for [TERM MONTHS] months, unless terminated earlier (the "Initial Term").

Automatic RenewalSubject to paragraph [ELECTION NOT TO RENEW], on the expiration of any Current Term, this agreement will automatically renew for a renewal term of [RENEWAL TERM MONTHS] months, unless terminated earlier ("Renewal Term").

Election Not to Renew. Either party may elect not to renew this agreement, by providing notice to the other party at least [NON-RENEWAL NOTICE PERIOD] Business Days' before the end of the Current Term.

Current Term. "Current Term" means either the Initial Term or the then-current Renewal Term.

Termination

Termination on Notice. Either party may terminate this agreement for any reason on [TERMINATION NOTICE BUSINESS DAYS] business days’ notice to the other party.

Termination for Material Breach. Each party may terminate this agreement with immediate effect by delivering notice of the termination to the other party, if

the other party fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and

the failure, inaccuracy, or breach continues for a period of [BREACH CONTINUATION DAYS] Business Days' after the injured party delivers notice to the breaching party reasonably detailing the breach.

Termination for Failure of Condition. Either party may terminate this agreement with immediate effect by delivering notice of the termination to the other party, if either

any of the conditions precedent set out in [CONDITIONS ON OBLIGATIONS OF ALL PARTIES] have not been, or it becomes apparent that any such conditions will not be, fulfilled by [DATE], and

such non-fulfillment was not due to the failure of the injured party to perform or comply with any of its representations, warranties, covenants, or conditions to be performed or complied with, or

any of the conditions specifically applicable to the other party have not have been, or it becomes apparent that any such conditions will not be, fulfilled by [DATE].

Termination for Insolvency. If either party becomes insolvent, bankrupt, or enters receivership, dissolution, or liquidation, the other party may terminate this agreement with immediate effect.

Termination Because of Law or Order. Either party may terminate this agreement with immediate effect if

there is or becomes any Law that makes effecting this agreement illegal or otherwise prohibited, or

any Governmental Authority issues an Order restraining or enjoining the transactions under this agreement.

Termination

Termination on Notice. [PARTY A] may terminate this agreement for any reason on [TERMINATION NOTICE BUSINESS DAYS] Business Days’ notice to [PARTY B].

Termination for Material Breach. [PARTY A] may terminate this agreement with immediate effect by delivering notice of the termination to [PARTY B], if

[PARTY B] fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and

the failure, inaccuracy, or breach continues for a period of [BREACH CONTINUATION DAYS] Business Days' after [PARTY A] delivers notice to [PARTY B] reasonably detailing the breach.

Termination for Failure of Condition. [PARTY A] may terminate this agreement with immediate effect by delivering notice of the termination to [PARTY B], if 

any of the conditions to [PARTY B]'s performance have not have been, or it becomes apparent that any such conditions will not be, fulfilled by [DATE], and

such non-fulfillment was not due to [PARTY A]'s failure to perform or comply with any of its representations, warranties, covenants, or conditions.

Termination for Insolvency. If either party becomes insolvent, bankrupt, or enters receivership, dissolution, or liquidation, [PARTY A] may terminate this agreement with immediate effect.

Termination Because of Law or Order. [PARTY A] may terminate this agreement with immediate effect if

there is or becomes any Law that makes effecting this agreement illegal or otherwise prohibited, or

any Governmental Authority issues an Order restraining or enjoining the transactions under this agreement.

Termination

Termination on Notice. [PARTY A] may terminate this agreement for any reason on [TERMINATION NOTICE] Business Days’ notice to [PARTY B].

Termination for Material Breach. [PARTY A] may terminate this agreement with immediate effect by delivering notice of the termination to [PARTY B], if

[PARTY B] fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and

the failure, inaccuracy, or breach continues for a period of [BREACH CONTINUATION DAYS] Business Days' after [PARTY A] delivers notice to [PARTY B] reasonably detailing the breach.

Termination for Insolvency. If [PARTY B] becomes insolvent, bankrupt, or enters receivership, dissolution, or liquidation, [PARTY A] may terminate this agreement with immediate effect.

Termination for Change of Control. [PARTY A] may terminate this agreement with immediate effect, by giving notice to [PARTY B], in the event of a Change of Control of [PARTY B].

Termination

Termination Because of Material Breach. Each party may terminate this agreement with immediate effect by delivering notice of the termination to the other party, if

the other party fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and

the failure, inaccuracy, or breach continues for a period of [BREACH CONTINUATION DAYS] Business Days' after the injured party delivers notice to the breaching party reasonably detailing the breach.

Termination Because of Insolvency. If either party becomes insolvent, bankrupt, or enters receivership, dissolution, or liquidation, the other party may terminate this agreement with immediate effect.

Termination

Termination on Notice. Each party may terminate this agreement for any reason on [TERMINATION NOTICE BUSINESS DAYS] Business Days’ notice to the other party.

Termination for Material Breach. Each party may terminate this agreement with immediate effect by delivering notice of the termination to the other party, if

the other party fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its covenants, representations, or obligations, and

the failure, inaccuracy, or breach continues for a period of [BREACH CONTINUATION DAYS] Business Days' after the injured party delivers notice to the breaching party reasonably detailing the breach.

Termination for Insolvency. If either party becomes insolvent, bankrupt, or enters receivership, dissolution, or liquidation, the other party may terminate this agreement with immediate effect.

Termination for Change of Control. Either party may terminate this agreement with immediate effect, by giving notice to the other party, in the event of a Change in Control of the other party.

Termination

Termination on Notice. Either party may terminate this agreement for any reason on [TERMINATION NOTICE BUSINESS DAYS] Business Days’ notice to the other party.

Termination for Material Breach. Each party may terminate this agreement with immediate effect by delivering notice of the termination to the other party, if

the other party fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and

the failure, inaccuracy, or breach continues for a period of [BREACH CONTINUATION DAYS] Business Days' after the injured party delivers notice to the breaching party reasonably detailing the breach.

Termination for Insolvency. If either party becomes insolvent, bankrupt, or enters receivership, dissolution, or liquidation, the other party may terminate this agreement with immediate effect.

Termination by [PARTY B]

Termination on Notice. [PARTY B] may terminate this agreement for any reason on [TERMINATION NOTICE] Business Days’ notice to [PARTY A].

Termination for Material Breach. [PARTY B] may terminate this agreement with immediate effect by delivering notice of the termination to [PARTY A], if

[PARTY A] fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and

the failure, inaccuracy, or breach continues for a period of [BREACH CONTINUATION DAYS] Business Days' after [PARTY B] delivers notice to [PARTY A] reasonably detailing the breach.

Termination for Insolvency. If [PARTY A] becomes insolvent, bankrupt, or enters receivership, dissolution, or liquidation, [PARTY B] may terminate this agreement with immediate effect.

Termination

Termination on Notice. [PARTY B] may terminate this agreement for any reason on [TERMINATION NOTICE] Business Days’ notice to [PARTY A].

Termination for Material Breach. [PARTY B] may terminate this agreement with immediate effect by delivering notice of the termination to [PARTY A], if

[PARTY A] fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and

the failure, inaccuracy, or breach continues for a period of [BREACH CONTINUATION DAYS] Business Days' after [PARTY B] delivers notice to [PARTY A] reasonably detailing the breach.

Termination for Insolvency. If [PARTY A] becomes insolvent, bankrupt, or enters receivership, dissolution, or liquidation, [PARTY B] may terminate this agreement with immediate effect.

Termination for Change of Control. [PARTY B] may terminate this agreement with immediate effect, by giving notice to [PARTY A], in the event of a Change of Control of [PARTY A].

Termination

Termination on Notice. [PARTY B] may terminate this agreement for any reason on [TERMINATION NOTICE BUSINESS DAYS] Business Days’ notice to [PARTY A].

Termination for Material Breach. [PARTY B] may terminate this agreement with immediate effect by delivering notice of the termination to [PARTY A], if

[PARTY A] fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and

the failure, inaccuracy, or breach continues for a period of [BREACH CONTINUATION DAYS] Business Days' after [PARTY B] delivers notice to [PARTY A] reasonably detailing the breach.

Termination for Failure of Condition. [PARTY B] may terminate this agreement with immediate effect by delivering notice of the termination to [PARTY A], if 

any of the conditions to [PARTY A]'s performance have not have been, or it becomes apparent that any such conditions will not be, fulfilled by [DATE], and

such non-fulfillment was not due to [PARTY B]'s failure to perform or comply with any of its representations, warranties, covenants, or conditions.

Termination for Insolvency. If either party becomes insolvent, bankrupt, or enters receivership, dissolution, or liquidation, [PARTY B] may terminate this agreement with immediate effect.

Termination Because of Law or Order. [PARTY B] may terminate this agreement with immediate effect if

there is or becomes any Law that makes effecting this agreement illegal or otherwise prohibited, or

any Governmental Authority issues an Order restraining or enjoining the transactions under this agreement.

 Suspension of Service for Non-Payment. [PARTY A] may suspend delivery of the Service if [PARTY B] fails to timely pay any [undisputed] fee due to the [PARTY A] under this agreement, but only after (i) [PARTY A] notifies the [PARTY B] of such failure and (ii) such failure continues for [30] days or more after the payment due date. Suspension of the Service will not release [PARTY B] of its payment obligations under this agreement. [PARTY A] will not be liable to [PARTY B] or to any third party for any liabilities, claims or expenses arising from or relating to suspension of the Service resulting from the [PARTY B]'s nonpayment

Suspension of Service

Suspension for Non-Payment. [PARTY A] may suspend delivery of the Service if [PARTY B] fails to timely pay any [undisputed] fee due to the [PARTY A] under this agreement, but only after (i) [PARTY A] notifies the [PARTY B] of such failure and (ii) such failure continues for [30] days or more after the payment due date. Suspension of the Service will not release [PARTY B] of its payment obligations under this agreement. [PARTY A] will not be liable to [PARTY B] or to any third party for any liabilities, claims or expenses arising from or relating to suspension of the Service resulting from the [PARTY B]'s nonpayment

Suspension for Ongoing Harm. [PARTY A] may suspend delivery of the Service, upon notification to [PARTY B], if [PARTY A] reasonably concludes that [PARTY B]'s use of the Service is causing immediate and ongoing harm to [PARTY A] or any third party. [PARTY A] will not be liable to [PARTY B] or to any third party for any liabilities, claims or expenses arising from or relating to any such suspension of the Service. 

 Effect of Termination

Payment of Outstanding Amounts. [PARTY A] shall refund to [PARTY B] any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. [PARTY B] will immediately pay to [PARTY A] all amounts outstanding as of the date of, and any amounts outstanding as a result of, termination.

Discontinuance of Use. [PARTY B] shall cease all use of the Service upon the effective date of the termination.

Recovery of Your Data. [PARTY B] will have [30] days from the date of termination to retrieve any of data that [PARTY B] wishes to keep, after which time [PARTY B] will have no further access to the Service.

 Limitation on Liability

 [PARTY A] Liability. [PARTY A] will not be liable for breach-of-contract damages suffered by [PARTY B] that are remote or speculative, or that [PARTY A] could not have reasonably have foreseen on entry into this agreement.

 Maximum Liability. [PARTY A]'s liability under this agreement will not exceed the fees paid by [PARTY B] under this agreement during the 12 months preceding the date upon which the related claim arose.

Limitation on Liability

[PARTY A] Liability. [PARTY A] will not be liable for breach-of-contract damages suffered by [PARTY B] that are remote or speculative, or that [PARTY A] could not reasonably have foreseen on entry into this agreement.

Maximum Liability. [PARTY A]'s liability under this agreement will not exceed $[PARTY A MAXIMUM LIABILITY].

Excluded Claims. [PARTY A] will not be liable for losses due to any claims arising out this agreement and relating to [EXCLUDED CLAIMS SCOPE].

Limitation on Liability

[PARTY A] Liability. [PARTY A] will not be liable for breach-of-contract damages suffered by [PARTY B] that are remote or speculative, or that [PARTY A] could not have reasonably have foreseen on entry into this agreement.

Maximum Liability. [PARTY A]'s liability under this agreement will not exceed $[MAXIMUM LIABILITY].

Limitation on Liability

Mutual Limitation on Liability. Neither party will be liable for breach-of-contract damages that are remote or speculative, or that the breaching party could not reasonably have foreseen on entry into this agreement.

Maximum Liability[PARTY A]'s liability under this agreement will not exceed $[MAXIMUM LIABILITY].

Mutual Limitation on Liability. Neither party will be liable for breach-of-contract damages that are remote or speculative, or that the breaching party could not reasonably have foreseen on entry into this agreement.

Limitation on Liability

Mutual Limitation on Liability. Neither party will be liable for breach-of-contract damages that are remote or speculative, or that the breaching party could not reasonably have foreseen on entry into this agreement.

Maximum Liability

[PARTY A]'s Maximum Liability[PARTY A]'s liability under this agreement will not exceed $[MAXIMUM LIABILITY].

[PARTY B]'s Maximum Liability[PARTY B]'s liability under this agreement will not exceed [$[MAXIMUM LIABILITY]] [the total amount paid by [PARTY A] to [PARTY B] under this agreement over the six months preceding the claim giving rise to the liability]].

Limitation on Liability

[PARTY B] Liability. [PARTY B] will not be liable for breach-of-contract damages suffered by [PARTY A] that are remote or speculative, or that [PARTY B] could not have reasonably have foreseen on entry into this agreement.

Maximum Liability. [PARTY B]'s liability under this agreement will not exceed $[MAXIMUM LIABILITY].

Limitation on Liability

Mutual Limitation on Liability. Neither Party will be liable for breach-of-contract damages that are remote or speculative, or that the breaching party could not have foreseen on entry into this agreement.

Maximum Liability

[PARTY A]'s Maximum Liability[PARTY A]'s liability under this agreement will not exceed $[MAXIMUM LIABILITY].

[PARTY B]'s Maximum Liability[PARTY B]'s liability under this agreement will not exceed [$[MAXIMUM LIABILITY] [the total amount paid to [PARTY B] over the six months preceding the claim giving rise to liability]].

Excluded Claims

Excluded Claims for [PARTY A][PARTY A] will not be liable for losses due to any claims arising out of this agreement and related to [PARTY A EXCLUDED CLAIMS SCOPE].

Excluded Claims for [PARTY B][PARTY B] will not be liable for losses due to any claims arising out of this agreement and related to[PARTY B EXCLUDED CLAIMS SCOPE].

Limitation on Liability

[PARTY A] Liability. [PARTY B] will not be liable for breach-of-contract damages suffered by [PARTY A] that are remote or speculative, or that [PARTY B] could not reasonably have foreseen on entry into this agreement.

Maximum Liability. [PARTY B]'s liability under this agreement will not exceed $[PARTY A MAXIMUM LIABILITY].

Excluded Claims. [PARTY B] will not be liable for losses due to any claims arising out this agreement and relating to [EXCLUDED CLAIMS SCOPE]

General Provisions

Entire Agreement. This agreement (together with the documents [referred to in this Agreement] [listed on Exhibit A]) constitute(s) the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements, representations and understandings of the parties, written or oral.

Entire Agreement. This agreement, together with the attached exhibits and schedules, constitutes the entire agreement of the parties with respect to its subject matter and supersedes all prior agreements, understandings, inducements, or conditions between the parties[, other than the Confidentiality Agreement]. This agreement supersedes anyinconsistent course of performance or usage of the trade.

Entire Agreement. The parties intend that this agreement

represents the final expression of the parties' intent and agreement between the parties relating to the subject matter of this agreement,

contains all the terms the parties agreed to relating to the subject matter, and

replaces all the parties' previous discussions, understandings, and agreements relating to the subject matter.

Assignment. [PARTY B] may not assign this agreement or any of its rights or obligations under this agreement without [PARTY A]'s prior written consent. [PARTY A] may assign this agreement or any of its rights and obligations under this agreement, effective upon Notice to [PARTY B],

to any subsidiary or affiliate, or

in connection with any sale, transfer, or other disposition of all or substantially all of its business or assets but only if the assignee assumes all of [PARTY A]'s obligations.

Assignment

[PARTY B] Requires [PARTY A]'s Consent[PARTY B] may not assign this agreement or any of its rights or obligations under this agreement without [PARTY A]'s written consent.

[PARTY A] May Give Notice to Assign[PARTY A] may assign this agreement or any of its rights or obligations under this agreement, by giving [PARTY B] Notice.

Assignment. Neither party may assign this [agreement /plan] or any of their rights or obligations under this [agreement /plan] without the other party's written consent.

Assignment and Successors

Assignment. Neither party may assign this agreement or any of their rights or obligations under this agreement without the prior written consent of the other party.

Successors. This agreement benefits and binds the parties and their respective heirs, successors, and permitted assigns.

Notices

Form of Notice. All notices and other communications between the parties must be in writing.

Method of Notice. The parties shall give all notices and communications between the parties by (i) personal delivery, (ii) a nationally-recognized, next-day courier service, (iii) first-class registered or certified mail, postage prepaid[, (iv) fax][ or (v) electronic mail] to the party's address specified in this agreement, or to the address that a party has notified to be that party's address for the purposes of this section.

Receipt of Notice. A notice given under this [agreement /plan] will be effective on

the other party's receipt of it, or

if mailed, on the earlier of the other party's receipt of it and the [fifth] Business Day after mailing it. 

Severability. If any part of this [agreement /plan] is declared unenforceable or invalid, the remainder will continue to be valid and enforceable.

Waiver. A party's failure or neglect to enforce any of rights under this agreement will not be deemed to be a waiver of that party's rights.

Written Waivers. A waiver or extension is only effective if it is in writing and signed by the party granting it.

No General Waivers. A party's failure or neglect to enforce any of its rights under this agreement will not be deemed to be a waiver of that or any other of its rights.

No Course of Dealing. No single or partial exercise of any right or remedy will preclude any other or further exercise of any right or remedy.

Force Majeure. A party shall not be liable for any failure of or delay in the performance of this Agreement for the period that such failure or delay is

 beyond the reasonable control of a party,

 materially affects the performance of any of its obligations under this agreement, and

 could not reasonably have been foreseen or provided against,

but does not include general economic or other conditions affecting financial markets generally.

20.10. Force Majeure

(a) No Liability. Neither party will be liable for performance delays nor for non-performance due to causes beyond its reasonable control, except for payment obligations.

(b) Best Efforts to Cure. In the event of a threatened default or default as a result of any cause beyond its reasonable control, the defaulting party shall nonetheless exercise its best efforts to avoid and cure such default.

(c) Right to Terminate. In the event such an event prevents performance thereunder for a period in excess of ninety (90) days, then the non-defaulting party may elect to terminate this Agreement and/or cancel or suspend any Purchase Orders thereunder by a written notice to the defaulting party.

Force Majeure. Neither party will be liable for performance delays nor for non-performance due to causes beyond its reasonable control, except for payment obligations.

Governing Law. This agreement, and any dispute arising out of the [SUBJECT MATTER OF THE AGREEMENT], shall be governed by laws of the State of [GOVERNING LAW STATE].

Governing Law.

Applicable Law. This agreement will be governed by and construed in accordance with the substantive laws in force in:

the State of California, if a license to the Software is purchased when you are in the United States, Canada, or Mexico; or

Japan, if a license to the Software is purchased when you are in Japan, China, Korea, or other Southeast Asian country where all official languages are written in either an ideographic script (e.g., hanzi, kanji, or hanja), and/or other script based upon or similar in structure to an ideographic script, such as hangul or kana; or

England, if a license to the Software is purchased when you are in any jurisdiction not described above.

Jurisdiction. The respective courts of Santa Clara County, California when California law applies, Tokyo District Court in Japan, when Japanese law applies, and the competent courts of London, England, when the law of England applies, shall each have non-exclusive jurisdiction over all disputes relating to this agreement.

United Nations Convention on Contracts. This agreement will not be governed by the conflict of law rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.

Governing Law and Consent to Jurisdiction

Governing Law. This [agreement / plan] will be governed, construed, and enforced according to the laws of the State of [GOVERNING LAW STATE], without regard to its conflict of laws rules.

Consent to Jurisdiction. Each party hereby irrevocably consents to the [exclusive, non-exclusive] jurisdiction and venue of any [state or federal] court located within [VENUE COUNTY] County, State of [VENUE STATE] in connection with any matter arising out of this [agreement / plan] or the transactions contemplated under this [agreement / plan].

Consent to Service. Each party hereby irrevocably

agrees that process may be served on it in any manner authorized by the Laws of the State of [GOVERNING LAW STATE] for such Persons, and 

waives any objection which it might otherwise have to service of process under the Laws of the State of [GOVERNING LAW STATE].

Counterparts. This agreement

may be signed in any number of counterparts, each of which is an original and all of which taken together form one single document, and

shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party.

Counterparts. This agreement may be signed in any number of counterparts, each of which is an original and all of which taken together form one single document. Signatures delivered by email in PDF format or facsimile shall be effective.

Counterparts

Signed in Counterparts. This agreement may be signed in any number of counterparts.

All Counterparts Original. Each counterpart is an original.

Counterparts Form One Document. Together, all counterparts form one single document.

Overview

Subscription and Support Agreement is a licensing agreement characterized by periodic or subscription payments (such as monthly or yearly). The agreement may grant the subscriber the right to install and use software making the terms similar to a software license agreement. Alternatively, a subscription agreement may be used where the provider hosts the software making the agreement similar to a software as a service agreement.

Negotiation Guide

What rights are granted?

The key characteristic of a subscription agreement is defined by its payment. The main drafting consideration is whether the licensee is granted possession and control of the software. In the case of a software license agreement, the full fee may be paid upon installation in return for a perpetual license. But in the case of a subscription agreement, the license may have possession of the software, but make payments over a period of time. As a result, the provider will carefully define usage metrics and may require rights to audit and inspection.

What are the customer support terms? What is the response time for each class of service issue?

The customer support terms define the type of support services available and the response time for each class of service issue.

  • Support service (percentage of availability and measurement period)
    • Call center telephone support
    • Email support
    • Dedicated support
  • Response times
    • Severity 1: system down
    • Severity 2: system severely impacted
    • Severity 3: system moderately impacted
    • Severity 4: non-critical services impacted

What level of data protection does the service provide?

A key area of investigation is the level of security the provider uses to protect customer data and applications.

  • Statements
    • Existence of data security plan (and key terms of the plan)
    • Compliance with data security plan
    • Compliance with laws (including applicable data privacy laws)
  • Certifications
    • ISO/IEC 27001 or ISO/IEC 27017 or equivalent certification
    • For cloud services with impact on financial activities seek SSAE 16 certification
    • Regulatory and industry certifications as applicable (e.g. FERPA, HIPAA)
  • Customer audits

What are the limitations of liability?

Most software subscription agreements exclude special or consequential damages. Most will also seek to cap the provider's maximum liability. The cap may be

  • a fixed amount
  • the project cost
  • the last 12 months of subscriber fees (the most common)

What are the terms of indemnification?

Indemnification under a SAAS agreement is typically limited to third party infringement claims. The clause may, in addition, exclude certain claims and define conditions for the exercise of any indemnity claim.

References

Basic differences between SaaS, subscription and traditional perpetual licenses
October 8, 2015