SaaS Subscription Agreement (US) by OLL
SaaS Subscription Agreement for cloud-based software services outlining terms between a provider and customer. Created by OLL's team of legal experts.
SaaS Subscription Agreement
Cover Page
Agreement Identification
Agreement Name: | [agreement name] |
Effective Date: | [effective date] |
Parties
Provider: | [provider name] |
Address: | [provider address] |
Notice Email: | [provider notice email] |
Customer: | [customer name] |
Address: | [customer address] |
Notice Email: | [customer notice email] |
Key Terms
Service Description: | [description of the saas service, including key features and environments] |
Initial Subscription Term: | [initial term] |
Renewal Terms: | [auto-renewal period, e.g., successive 12-month periods] |
Fees: | [fee amount, pricing metric, and billing frequency] |
Payment Terms: | [payment due period, e.g., net 30 days from invoice] |
Governing Law: | [governing law] |
Venue: | [venue] |
Incorporated Documents
The following documents are incorporated by reference. In case of conflict, documents are applied in the following order of precedence: (1) Order Forms, (2) Data Protection Addendum, (3) Service Level Agreement, (4) these SaaS Terms, (5) Security Exhibit, (6) Acceptable Use Policy.
Data Protection Addendum: | [dpa reference or "not applicable"] |
Service Level Agreement: | [sla reference or "standard sla applies"] |
Security Exhibit: | [security exhibit reference or "standard security measures apply"] |
Acceptable Use Policy: | [aup reference or url] |
Support Policy: | [support policy reference or url] |
SaaS Terms
Definitions
"Authorized Users" means employees, contractors, and agents of Customer and its Affiliates who are authorized by Customer to access the Service under this Agreement.
"Customer Data" means all data, content, and materials submitted by Customer or Authorized Users to the Service, excluding Usage Data.
"Documentation" means Provider's standard usage documentation for the Service, as updated from time to time.
"Order Form" means an ordering document specifying the Service, fees, Subscription Term, and other commercial terms, executed by both parties and referencing this Agreement.
"Personal Data" means Customer Data relating to an identified or identifiable natural person, as defined under applicable privacy laws.
"Security Incident" means any unauthorized access to, acquisition of, or disclosure of Customer Data, or any breach of Provider's security measures that compromises the confidentiality, integrity, or availability of Customer Data.
"Service" means Provider's proprietary cloud-based software-as-a-service offering identified in the applicable Order Form, including any Provider-supplied software, APIs, and Documentation.
"Subscription Term" means the period during which Customer has the right to access and use the Service as specified in an Order Form.
"Usage Data" means technical data about Customer's use of the Service, such as logs, performance metrics, and feature usage statistics, but excluding Customer Data.
Service Access and Grant of Rights
2.1 Subscription Grant. Subject to this Agreement and payment of applicable fees, Provider grants Customer a limited, non-exclusive, non-transferable right to access and use the Service during the Subscription Term solely for Customer's internal business purposes. This includes the right to use any Provider-supplied software and Documentation as part of such authorized use.
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About this template
What is this template?
This is a cloud-based service delivery agreement and not a perpetual software license. It specifically contains a cover page for commercial variables and a tiered liability structure that differentiates between general claims, data breaches, and uncapped intellectual property infringements.
When should you use it?
Use this when providing or purchasing multi-user access to a hosted platform under US law. Use a Software License Agreement instead if the software is installed locally on the customer's own hardware.
What's inside
| Clause | Name | What it does |
|---|---|---|
| 2.1 | Subscription Grant | Provider grants Customer a non-exclusive, non-transferable right to access the Service for internal business purposes during the stated Subscription Term. |
| 4.3 | Late Payments | Late payments bear interest at 1.5% per month, and Provider may suspend access if fees are more than 30 days overdue. |
| 5.4 | Data Protection Addendum | The parties must execute a DPA specifying security measures and subprocessor engagement if Provider processes Personal Data for the Customer. |
| 6.3 | Security Incident Response | Provider must notify Customer within 72 hours of confirming an incident that affects Customer Data to support breach notification compliance. |
| 7.1 | Availability Commitment | Provider commits to a monthly availability percentage, excluding Scheduled Maintenance, with service credits as the exclusive remedy for failure. |
| 8.4 | Termination for Convenience | Customer may terminate upon 30 days' notice, provided they pay all fees for the remainder of the current Subscription Term. |
| 11.1 | Liability Cap | General liability is capped at the fees paid during the 12 months preceding the claim, with an enhanced cap for security breaches. |
Who it's for
- a SaaS provider requiring a 72-hour security incident notification window
- a vendor implementing tiered liability caps for general versus data security claims
- a US-based company managing subprocessor compliance through a structured Data Protection Addendum
- a software company requiring automatic 12-month subscription renewals unless cancelled
How long it runs and how it's signed
Law it's drafted under
United States note
This version is drafted for US law generally. Contract, employment and consumer rules vary by state — for example on non-competes and at-will employment. Tell GitLaw which state applies and it adjusts the draft.
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