End User Agreement (for Marketplaces)
The Standard End User Agreement for Marketplaces is a modular, lawyer-vetted contract designed for online marketplaces to govern the relationship, rights, and obligations between the platform and its end users. It is part of OLL’s widely trusted library of open, lawyer-vetted standard agreements.
Standard End User Agreement (for Marketplaces) (Version 1.0)
Using this Standard Agreement.
Standard Agreement. This Standard End User Agreement (Version 1.0) (“Standard Agreement”) sets forth the terms and conditions under which Provider makes available Subscriptions to its Cloud Service or Provider Software (each, a “Product”) offered through a Listing on the Marketplace. Provider may (i) make additions to or modifications of this Standard Agreement (“Additional Terms”) or (ii) add Attachments by stating as such in its Listing. Any Additional Terms and any Attachments are collectively referred to as “Provider-Specific Terms.” Capitalized terms are defined in context or in Section 20 (Definitions).
Entering the Agreement. Customer and Provider agree to this Standard Agreement and any Provider-Specific Terms (collectively, the “Agreement”) upon Customer’s first entry into an Order (“Effective Date”).
Orders. As specified in the Marketplace, an Order may be between Customer and the Marketplace provider (or other reseller or agent of Provider) or directly with Provider. Each Order creates a separate Agreement between Provider and Customer but Orders do not become part of the Agreement.
Order of Precedence. In the event of a conflict between the elements of the terms and conditions making up the Agreement, the order of precedence is: (i) any Amendment, (ii) Provider-Specific Terms and (iii) this Standard Agreement.
Products.
Cloud Service. Subject to this Agreement, Customer may use the Cloud Service for its own business purposes in accordance with the Permitted Use.
Provider Software. Subject to this Agreement, Customer may install, copy and use the Provider Software for its own business purposes in accordance with the Permitted Use.
Users. Customer may permit Users to use the Product on its behalf. Customer is responsible for provisioning and managing its User accounts, for its Users’ actions through the Product and for their compliance with this Agreement. Customer will ensure that Users keep their login credentials confidential and will promptly notify Provider upon learning of any compromise of User accounts or credentials.
Customer Data.
Use of Customer Data. Subject to this Agreement, Provider will access and use Customer Data solely to provide and maintain the Cloud Service, Support and Professional Services under this Agreement (“Use of Customer Data”). Use of Customer Data includes sharing Customer Data as Customer directs through the Cloud Service, but Provider will not otherwise disclose Customer Data to third parties except as permitted in this Agreement.
Security. Provider will implement and maintain the Security Measures, if any, identified in the Provider-Specific Terms. If no Security Measures are identified, Provider will use appropriate technical and organizational measures designed to prevent unauthorized access, use, alteration or disclosure of Customer Data.
DPA. The parties will adhere to the Data Protection Addendum (DPA), if any, identified in the Provider-Specific Terms.
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About this template
What is this template?
This document is a standardized software license and cloud services agreement for use in application marketplaces. It contains specific mechanics for incorporating provider-specific attachments and distinguishes between general liability caps and enhanced caps for data breaches. It is not a direct sales contract, as it relies on a Marketplace Order to establish pricing and specific subscription terms.
When should you use it?
Use this template when offering software-as-a-service or downloadable apps through a digital storefront that requires a baseline legal framework. Use a standalone SaaS Agreement instead if you are contracting directly with a client outside of a marketplace environment.
What's inside
| Clause | Name | What it does |
|---|---|---|
| 1.1 | Standard Agreement | Defines the Product as Cloud Service or Provider Software and allows Provider to add Additional Terms or Attachments in its Listing. |
| 3.2 | Security | Obliges Provider to implement technical and organizational measures to prevent unauthorized access if no specific Security Measures are identified. |
| 6.2 | Performance Warranty | Provides a 30-day Claim Period for Customer to report defects and requires Provider to Fix the issue within 30 days. |
| 14.1 | General Cap | Limits liability to the total amounts Customer paid or payable to Provider during the 12 months preceding the first incident. |
| 14.5 | Liability Definitions | Sets an Enhanced Cap at three times the General Cap specifically for Security or Data Protection Addendum breaches. |
| 12.4 | Data Export and Deletion | Requires Provider to delete Customer Data within 60 days of a request following the termination or expiration of the Agreement. |
Who it's for
- a software provider listing SaaS or installed applications on a third-party marketplace
- a customer purchasing cloud service subscriptions through a marketplace order
- a vendor requiring standard liability caps and data protection terms for marketplace sales
How long it runs and how it's signed
Law it's drafted under
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