Online Cloud Service Terms
The Standard Online Cloud Service Terms provide clear, balanced SaaS terms of cloud services for publication on a provider’s website, governing customer access, usage, support, data, and amendment mechanisms. It is part of OLL’s widely trusted library of open, lawyer-vetted standard agreements.
Standard Online Cloud Service Terms (Version 1.0)
These Standard Online Cloud Service Terms are implemented by Provider by reference from its Website.
Entering into this Agreement.
The Agreement. Customer and Provider agree to the terms of these Standard Online Cloud Terms (Version 1.0) (“Standard Terms”) and enter into this Agreement effective upon the earlier to occur of Customer’s first access to the Cloud Service or entry into an Order (“Effective Date”). “Agreement” means, collectively, these Standard Terms, the Provider-Specific Terms and any Amendments. Capitalized terms are defined in context or in Section 20 (Definitions).
Provider-Specific Terms. Provider may, by stating as such when it incorporates these Standard Terms into the Agreement on its Website, (i) add introductory language ("Introductory Language"), (ii) make additions to or modifications of these Standard Terms ("Additional Terms") or (iii) add Attachments. Any Introductory Language, Additional Terms and Attachments are collectively referred to as “Provider-Specific Terms”.
Order of Precedence. In the event of a conflict between the elements of the terms and conditions making up this Agreement, the order of precedence is: (i) any Amendment, (ii) Provider-Specific Terms and (iii) these Standard Terms.
Using the Cloud Service.
Permitted Use. Subject to this Agreement, Customer may use the Cloud Service for its own business purposes in accordance with its Subscription (“Permitted Use”). This includes the right to copy and use the Provider Software (if any) and Documentation as part of Customer’s Permitted Use. Customer will comply with the Documentation in using the Cloud Service.
Users. Customer may permit Users to use the Cloud Service on its behalf. Customer is responsible for provisioning and managing its User accounts, for its Users’ actions through the Cloud Service 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.
Affiliates. Customer’s Affiliates may serve as Users under this Agreement. Alternatively, Customer’s Affiliates may enter into their own Orders as mutually agreed with Provider, which creates a separate agreement between each such Affiliate and Provider incorporating this Agreement with the Affiliate treated as “Customer”. Neither Customer nor any Customer Affiliate has any rights under each other’s separate agreement with Provider, and breach or termination of any such separate agreement affects only that agreement.
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.
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About this template
What is this template?
This is a modular SaaS agreement where the core legal terms are fixed but can be modified by 'Provider-Specific Terms' or 'Orders'. It contains a tiered liability structure (General Cap, Enhanced Cap for security, and Uncapped Claims) and specific prohibitions against High-Risk Activities. It is not a bespoke software development agreement or a hardware lease.
When should you use it?
Use this template when offering a standardized cloud software service to multiple business customers where the legal terms are hosted on a website. If you are providing on-premise software installation without a cloud hosting component, use a Software License Agreement instead.
What's inside
| Clause | Name | What it does |
|---|---|---|
| 2.1 | Permitted Use | Customer may use the Cloud Service for business purposes, including copying Provider Software and Documentation as part of their Subscription. |
| 3.2 | Security | Provider must implement technical and organizational measures to prevent unauthorized access to Customer Data if no specific Security Measures are named. |
| 6.2 | Performance Warranty | Provider warrants material performance; Customer must report breaches within a 30-day Claim Period to trigger a 30-day Fix Period. |
| 7.2 | High-Risk Activities and Sensitive Data | Customer is prohibited from using the service for life support or emergency services and must not submit health or financial account data. |
| 10.1 | Payment | Customer must pay invoices within 30 days, after which late payments accrue charges at 1.5% per month. |
| 11 | Suspension | Provider may cut access if an account is 30 days overdue or if Customer use risks material harm to the service. |
| 12.4 | Data Export and Deletion | Provider will delete Customer Data within 60 days of a post-termination request, subject to standard backup and retention policies. |
| 14.5 | Liability Definitions | The General Cap is limited to fees paid in the preceding 12 months, while Enhanced Claims are capped at 3x that amount. |
| 19.2 | Governing Law and Courts | California law governs this agreement and San Francisco courts have exclusive jurisdiction unless the Provider-Specific Terms state otherwise. |
Who it's for
- a SaaS provider incorporating standard terms into a website by reference
- a business customer purchasing a cloud service subscription through an online order flow
- entities requiring specific caps for data security breaches versus general contract claims
- organizations needing to prohibit the processing of HIPAA or EU GDPR sensitive data
How long it runs and how it's signed
Law it's drafted under
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