SAAS END USER LICENSE AGREEMENT

This Saas End User License Agreement (hereinafter referred to as the “Agreement”) is made on [INSERT THE DATE ON WHICH AGREEMENT COMES INTO FORCE] (hereinafter referred to as the “Effective Date”) between:

[INSERT THE NAME OF THE COMPANY], having registered office at [INSERT ADDRESS OF THE COMPANY] (hereinafter referred to as the “Company” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns); and 

[INSERT THE NAME OF THE USER], having registered office at [INSERT ADDRESS OF THE USER] (hereinafter referred to as the “User” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns).

The “Company” and the “User” together shall be referred to as “Parties” and individually as a “Party”.

WHEREAS

1. The Company has the exclusive proprietary right of the Software as a service (hereinafter referred to as ‘Software”) that has been designed to provide the following purpose [INSERT THE PURPOSE OF THE SOFTWARE].
2. The Company has full right, absolute power and lawful authority to sell, license and convey the same in the manner herein set forth;
3. User desires to obtain, and Company has agreed to grant, a limited license authorizing the use of the Company’s Software in accordance with the terms and conditions of this Agreement.
4. The User and Company mutually agree to the terms and conditions outlined in this Agreement, which governs the working relationship between the parties.
5. The parties are duly authorized and have the capacity to enter into this agreement.
6. Both the parties affirm to understand the provisions contained herein and in case either party requires clarification as to one or more provisions, either party has had the right to seek clarifications or sought legal guidance.

NOW, THEREFORE, in consideration of the mutual promises contained herein and intending to, be legally bound, the Parties have agreed as follows:

1. DEFINITIONS
   1. “Authorized Users” shall mean the User, its employees who are authorized by the User to use the application/software, services and the Documentation.
   2. “Business Day” shall mean any day which is not a Saturday, Sunday or public holiday “Confidential Information” shall mean information that is proprietary or confidential and is either clearly labeled as such or identified as Confidential Information in clause 11 of this agreement.
   3. “User Data” shall mean the User’s business data shared by the User, Authorized users on the Company’s software solution via data integration, migration methods or manual data entry method for the purpose of using the Services.
   4. “Documentation” shall mean the document made available to the User, authorized users by the Company in regard to the software which sets out a description of the Services and the user instructions for the Services.
   5. “Software as a Services (SaaS)” shall mean the Software services provided by the Company to the User under this Agreement
   6. “Software” shall mean online software application provided as a part of the services.
   7. “Confidential Information" means any non-public information, data, documentation, trade secrets, know-how, or any other information disclosed by one party to the other party in connection with this agreement, whether in written, oral, electronic, or any other form, and identified as confidential or which the Parties should reasonably understand to be confidential.
2. GRANT OF SOFTWARE LICENSE
   1. In accordance with the Terms and conditions set forth in this agreement, the Company grants the User a Non-exclusive, non-transferable and limited license to access and use the Software for the purpose of [INSERT THE PURPOSE OF SOFTWARE].
   2. User agrees to use the Software only for a limited number of authorized end users as granted by the Company.
   3. The License granted herein does not grant the User to sublicense, sell, resell, assign, distribute or commercially exploit the Software or make it available to any third party.
   4. User hereby accepts and agrees that this license does not grant any intellectual property right of the Company’s Software and User shall use the software in accordance with the terms and conditions of this agreement.
3. TERM
   1. This Agreement shall commence on the effective date of [INSERT DATE OF AGREEMENT] and continue for [INSERT TERM PERIOD OF AGREEMENT IN DAYS/MONTHS/YEARS] as agreed by the parties. The Agreement may be terminated earlier in accordance with the termination provisions set forth herein, including termination upon mutual written consent or any other conditions specified within the Agreement that allow for early termination.
4. USER OBLIGATIONS
   1. The User shall provide the Company with all necessary cooperation in relation to this Agreement and must comply with all applicable laws and regulations with respect to its activities under this Agreement;
   2. The User shall obtain and shall maintain all necessary licenses, consents, and permissions necessary for the Company, its contractors and agents to perform their obligations under this agreement.
   3. The User shall solely be responsible for procuring and maintaining its network connections and telecommunications links from its systems to Company’s data centers, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the User's network connections or telecommunications links or caused by the internet.
   4. The User shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Software that: is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; facilitates illegal activity;
   5. The User shall not attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or access all or any part of the Software and Documentation in order to build a product or service which competes with the Software and/or the Documentation to third parties.
   6. The User shall take reasonable steps to prevent unauthorized access to the software, including without limitation by protecting its passwords and other log-in information. User shall notify the Company immediately of any known or suspected unauthorized use of the Company or breach of its security and shall use best efforts to stop said breach.
   7. The User shall not: (a) cause or permit decompilation, reverse assembly or reverse engineering of all or any portion of the Software; (b) copy any ideas, features, functions or graphics of the Software or modify or make derivative works based upon the company Software; (c) delete, fail to reproduce or modify any patent, copyright, trademark or other proprietary rights notices which appear on or in the company Software; or (d) directly or indirectly, sublicense, relicense, distribute, disclose, use, rent or lease the Software, or any portion thereof, for third party use, third party training, facilities management or time-sharing, or use as an application service companyor service bureau.
   8. User will not use the services in any manner that violates any data protection statute, regulation or similar law. The rights provided under this clause are granted to the User only, and shall not be considered granted to any subsidiary or holding company of the User.
5. OBLIGATIONS OF THE COMPANY
   1. The Company undertakes that the software will perform substantially in accordance with the documentation and with reasonable skill and care.
   2. The Company does not warrant that the User's use of the Software will be uninterrupted or error-free and is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the User acknowledges that the Software and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
   3. This agreement shall not prevent the Company from entering into similar Agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this Agreement.
   4. The Company warrants that it has and will maintain all necessary licenses, consents, and permissions necessary for the performance of its obligations under this Agreement.
   5. The Company warrants that it is hosted on a secure and well-maintained cloud platform and performs automated database backups overnight.
6. LICENSE FEE
   1. The User agrees to pay a maximum total of [INSERT THE MAXIMUM AMOUNT OF LICENCE FEE TO BE PAID IN ADVANCE] as license fee in advance. Payments made shall be non-cancellable and non-refundable; All payments are inclusive of set-up fees, hosting fees, per user fees.
   2. Users shall have the access of the software only after the payment of all fees and charges due under the Agreement. In the event the User fails to timely pay any fees or charges when due, the company may, in its discretion, suspend or terminate any Software services of the Company.
7. REPRESENTATION AND WARRANTIES
   1. The Company represents and warrants that it owns or holds all necessary rights, licenses, and permissions to grant the End User access to the Software and Services under this Agreement.
   2. The Company shall ensure that the Services shall be provided in a professional and workmanlike manner and shall substantially conform to the documentation and specifications provided to the End User.
   3. The Company warrants that the Software and Services, when used in accordance with the terms of this Agreement, shall not infringe or misappropriate any intellectual property rights of any third party.
   4. The Company shall take reasonable steps to ensure that the Software shall be free from any viruses, malware, or other harmful code that could materially affect performance.
   5. The End User represents and warrants that it has the legal capacity and authority to enter into and be bound by this Agreement.
   6. The End User shall comply with all applicable laws, rules, and regulations in its use of the Software and Services.
   7. The End User shall not use the Software or Services in any manner that violates applicable law or infringes upon any third-party rights.
8. PERMITTED USE AND ACCESS
   1. The User will receive a nonexclusive, non-assignable, royalty free, worldwide right to access and use the Software solely for your internal business operations subject to the terms of this Agreement and up to the number of Authorized Users as stated in this agreement.
9. MAINTENANCE AND SUPPORT
   1. The Company shall provide basic technical support to the User during the term of this agreement. Basic technical support includes assistance with Software configuration, resolving technical issues related to Software access and functionality, and addressing any Software-related queries from the User.
   2. The User agrees to cooperate with the Company and provide necessary information and access as required to diagnose and resolve Software-related technical issues. The Company shall also make reasonable efforts to promptly respond to technical support requests initiated by the User within a reasonable timeframe.
   3. The User is responsible for maintaining and updating the software, and security measures on their operating systems. The Company shall not be held responsible for any issues arising from the User's failure to perform such maintenance.
10. PROPRIETARY RIGHTS
    1. The User acknowledges and agrees that the Company owns all intellectual property rights in the Software and all the related Documentation. Except as expressly stated herein, this Agreement does not grant the User any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licenses in respect of the Software.
    2. The Company confirms that it has all the rights in relation to the Software that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this agreement.
11. CONFIDENTIALITY
    1. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without either Party’s breach of any obligation owed to the other Party; (ii) was independently developed by a Party without other Party's breach of any obligation owed to that Party; or (iii) is received from a third party who obtained such Confidential Information without any third party's breach of any obligation owed to the Party.
    2. During and after the term of this Agreement, Parties will hold in the strictest confidence, and take all reasonable precautions to prevent any unauthorized use or disclosure of Confidential Information, and Parties will not (i) use the Confidential Information for any purpose whatsoever other than as necessary for the performance of the Services on behalf of the other Party, or (ii)  disclose the Confidential Information to any third party without the prior written consent of an authorized representative of the other Party.
    3. Parties agree to protect the confidentiality of the Confidential Information in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall the Parties exercise less than reasonable care in protecting such Confidential Information.
    4. The Parties shall not use any confidential information directly or indirectly to procure a commercial advantage over the other Party or otherwise use any designs, ideas or concepts created by or belonging to the other Party without the express written consent of the other Party.
    5. Upon termination/ expiration whichever is earlier, the Parties shall promptly return or certify the destruction of Confidential Information and all authorized copies thereof.
12. INTELLECTUAL PROPERTY RIGHTS
    1. All intellectual property rights, including but not limited to patents, copyrights, trademarks, trade secrets, and any other proprietary rights in and to the Software, Services, documentation, and any related materials, shall remain the exclusive property of the Company or its licensors.
    2. The End User acknowledges that it shall not acquire any right, title, or interest in or to the Software or Services, except for the limited license granted under this Agreement.
       The End User shall not copy, modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Software or Services, except as expressly permitted by applicable law or with the prior written consent of the Provider.
    3. The End User shall not remove, alter, or obscure any copyright, trademark, or proprietary notices contained in or on the Software or Services.
    4. If the End User provides any suggestions, feedback, or recommendations regarding the Software or Services, the Company shall be free to use such feedback without restriction and without any obligation to the End User.
    5. All intellectual property rights in such feedback shall vest in the Company upon creation.
       The Software may include components licensed by third parties.
    6. The End User shall comply with any separate license terms applicable to such components, which shall be provided or referenced by the Provider.
    7. Nothing in this Agreement shall operate to transfer or assign any intellectual property rights from the Company to the End User.
13. TERMINATION
    1. Either party may terminate this Agreement for material breach on [INSERT THE NUMBER OF DAYS FOR NOTICE OF TERMINATION] days' written notice with opportunity to cure; provided termination will become effective immediately upon such notice, without opportunity to cure, if:
       1. this Agreement provides a specific date or period for performance of the obligation breached; or
       2. the injury caused by the breach is of a type that cannot be materially reduced by the breaching party during the cure period.
    2. Upon expiration or termination of this Agreement, all rights and obligations of the parties shall immediately cease, except for those obligations that have accrued prior to the effective date of termination. Specifically, any outstanding payment obligations, as well as any liabilities or breaches incurred before termination, shall remain fully enforceable. No new rights or obligations shall arise or be enforceable following termination, except for those expressly provided to survive termination within this Agreement.
    3. If this Agreement is terminated in accordance with its termination provisions, it shall become null and void and have no further force or effect, except that the Parties shall continue to be bound by its provisions regarding confidentiality and restrictions on announcements, indemnification, confidentiality, non-solicitation, non-disparagement, notices, miscellaneous matters, and governing law and dispute resolution. Nothing in this clause shall release any Party from any liability for any breach of this Agreement occurring prior to the effective date of such termination.
14. INDEMNIFICATION
    1. Indemnification by the Company: If a third party makes a claim against the User that the Software infringes any patent, copyright or trademark, or misappropriate any trade secret, or that the Company’s negligence or willful misconduct has caused bodily injury or death, the Company shall defend the User and its directors, officers and employees against the claim at the Company’s expense and the Company shall pay all losses, damages and expenses (including reasonable attorneys’ fees) finally awarded against such parties or agreed to in a written settlement agreement signed by the Company, to the extent arising from the claim.
    2. Indemnification by the User: If a third party makes a claim against the Company that the User Content infringes any patent, copyright or trademark, or misappropriate any trade secret, the User shall defend the Company and its directors, officers and employees against the claim at the User’s expense and the User shall pay all losses, damages and expenses (including reasonable attorneys’ fees) finally awarded against such parties or agreed to in a written settlement agreement signed by the User, to the extent arising from the claim.
15. LIMITATION OF LIABILITY
    1. Each party's entire aggregate liability to the other party for claims under or related to the subject-matter of this agreement will not exceed the total payments paid or payable by User to the Company under this agreement in the [INSERT PERIOD IN NUMBER OF DAYS/MONTHS] days/ months prior to the claim. Neither party will be liable for any consequential damages in connection with this agreement, even if the damages were foreseeable or a party has been advised of the possibility of those damages. This limitation of liability applies whether such claims arise under contract, tort (including negligence), equity, statute or otherwise. Nothing in this agreement limits or excludes any liability that cannot be limited or excluded under applicable law.
16. DISPUTE RESOLUTION
    1. The Parties shall endeavour to resolve any differences of opinion which may arise between them with respect to the provisions of this Agreement by negotiation between themselves personally or with the assistance of their attorneys and unless in the opinion of any party, acting reasonably, the matter in dispute is of such significant nature to warrant it being addressed otherwise, no party shall commence any public proceedings until the negotiations have failed to produce a resolution. In furtherance of the provisions of this paragraph, all Parties hereby agree to make themselves available on short notice and to negotiate promptly and in good faith, any matter any party may wish to negotiate.
    2. All disputes arising under this agreement shall be governed by and interpreted in accordance with the Arbitration laws of [INSERT COUNTRY/STATE OF ARBITRATION] , without regard to principles of conflict of laws. The parties to this agreement will submit all disputes arising under this Agreement to Arbitration in [INSERT COUNTRY/STATE OF ARBITRATION] before a single arbitrator . The arbitrator shall be selected by mutual agreement of the parties. The venue of Arbitration proceedings shall be [INSERT NAME OF COUNTRY AND CITY WHERE ARBITRATION SHALL BE CONDUCTED] No party to this agreement will challenge the jurisdiction or venue provisions as provided in this section. The decision of the Arbitrator shall be final and binding upon the parties.
17. APPLICABLE LAW
    1. This Agreement shall be governed by and constructed in accordance with the Laws, rules, orders and regulations of [INSERT THE COUNTRY/STATE OF APPLICABLE LAWS].
    2. The Parties shall resolve all disputes in connection with the validity or interpretation of this Agreement, unless otherwise expressly stated in the Agreement, in the following manner: 
       1. By direct negotiations between the Company and User.
       2. If negotiations between the parties are unsuccessful, the matter shall be referred to the competent court sitting at [INSERT THE PLACE OF THE COURT WHICH SHALL HAVE EXCLUSIVE JURISDICTION IN CASE OF UNSUCCESSFUL NEGOTIATION] which shall have exclusive jurisdiction in all matters arising there from unless otherwise agreed between the Parties in writing.
18. FORCE MAJUERE
    1. Neither party shall be held liable for any failure or delay in performing its obligations under this Agreement if such failure or delay is caused by events beyond the reasonable control of the affected party, including but not limited to acts of God, natural disasters (e.g., floods, earthquakes, hurricanes), war, terrorism, riots, labour strikes, governmental actions, epidemics or pandemics, power outages, or other similar events ("Force Majeure Events").The affected party shall promptly notify the other party in writing of the occurrence of a Force Majeure Event, providing reasonable details of the event, its expected duration, and the steps being taken to mitigate its impact. Failure to provide timely notice may result in the affected party forfeiting its rights under this clause. If a Force Majeure Event continues for a period exceeding [INSERT THE NUMBER OF DAYS CONSTITUTING PERIOD EXCEEDING WHICH, IF THE FORCE MAJEURE CONTINUES, EITHER PARTY MAY TERMINATE THE AGREEMENT] days, either party may terminate this Agreement upon written notice to the other party without further liability, except for obligations accrued prior to the Force Majeure Event.
19. DATA SECURITY AND PRIVACY
    1. The software may collect Personal Data, sensitive data or other information about the User and End Users (including End Users’ name, address, e-mail address and payment details), their computers, files stored on their computers, or their computers’ interactions with other computers, The Company employs industry-security measures to protect user data and ensures the integrity of the Company’s Software.
    2. The Company will comply with all the applicable laws and regulations for data protection and will implement security measures to protect the User data from unauthorized access.
20. NON- DISPARAGEMENT
    1. The Parties agree that neither they nor any of their representatives, agents, employees, or affiliates shall, directly or indirectly, make or publish any statements, comments, or communications, whether orally, in writing, or electronically, including through any channel such as social media platforms, websites, forums, or other public or private means, that disparage, defame, or negatively portray the other Party, its business, products, services, employees, or reputation.
    2. This clause does not prohibit a Party from making truthful statements when required by law, regulation, or valid court order, provided the Party uses reasonable efforts to provide prior notice to the other Party, to the extent permitted by law.
21. NOTICES
    1. Any notice, request, demand, consent or other communication required or permitted under this Agreement shall be in writing and sent either via email on the email address as provided by the parties and shall be considered sent when the email is sent to the correct email address of the party or shall be given by personal delivery (including courier) by certified mail (confirmed by mail) addressed to the party for which it is intended at the address below and shall be deemed to be given on the day of delivery or transmission if within during normal business hours, or, if after business hours, on the next following Business Day, or if mailed by registered or certified mail, on the day which is [INSERT THE APPLICABLE NUMBER OF BUSINESS DAYS WITHIN WHICH THE NOTICE WILL BE DEEMED SERVED] Business Days after such notice is mailed during normal postal conditions.  In the event of a postal disruption, any notice mailed will be deemed received on the [INSERT THE APPLICABLE NUMBER OF BUSINESS DAYS WITHIN WHICH THE NOTICE WILL BE DEEMED SERVED] Business Day following resumption of regular postal service:
       1. If to the Company: [INSERT THE EMAIL ID OR/AND ADDRESS OF THE COMPANY]
       2. If to the User: [INSERT OF EMAIL ID OR/AND ADDRESS OF THE USER]
    2. Either party may change its address/email address for notices and other communications upon notice to the other party in the manner aforesaid.
22. MISCELLANEOUS
    1. Modifications: Except as otherwise provided herein this Agreement shall not be amended or otherwise modified unless the modification or amendment is done in writing, signed and has been mutually agreed by both the parties.
    2. Language: The language of all communications between the parties pursuant to this Agreement, including notices and reports, will be the [INSERT LANGUAGE OF ALL COMMUNICATION].
    3. Severability: If any provision of this Agreement shall, to any extent, be held to be invalid or unenforceable, it shall be deemed to be separate and severable from the remaining provisions of this Agreement, which shall remain in full force and effect and be binding as though the invalid or unenforceable provision had not been included.
    4. Entire agreement: This agreement along with all the Exhibits constitutes the entire understanding and agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the parties. This Agreement may be executed in identical duplicate counterparts, each of which shall be deemed an original, and both of which together shall constitute one and the same instrument. 
    5. No Waiver: Any failure or delay of any Party hereto in exercising any right or privilege with respect to this Agreement shall not be construed to be a waiver or to affect the validity of any part of the Agreement and shall not retrain any of the Parties to enforce any of the provisions of the Agreement.
    6. Amendments and Assignments:  Any amendments to this Agreement shall be made, only if, both Parties agree upon such amendment in writing. This Agreement shall not be assigned by either party without the express, written consent of the other party.
    7. Headings: The headings upon the various sections are solely for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of the provisions of this Agreement, nor shall such headings otherwise be given any legal effect.
23. INDEPENDENT LEGAL ADVICE
    1. The Parties are advised to seek independent legal counsel before entering into this Agreement. Each Party acknowledges that they have been given a reasonable opportunity to consult with an attorney of their choosing regarding the terms, conditions, and obligations set forth in this Agreement, including any restrictions or commitments imposed herein.
    2. By signing this Agreement, the Parties confirm that they have either sought such independent legal advice or voluntarily chosen to proceed without it. Each Party further represents that they are entering into this Agreement knowingly, voluntarily, and with a full understanding of its provisions. The Parties acknowledge that they are not relying on any statements, promises, or representations made by the other Party or any representative there of that are not expressly included in this Agreement.
24. DECLARATION

24.1 The Parties hereby acknowledge that the terms herein have been read, fully understood, and expressly agreed to, and hereby commit to performing their obligations with due diligence, honesty, and in good faith. The Parties hereby agree to foster a collaborative environment that promotes transparent communication and timely resolution of any issues, thereby ensuring compliance with all applicable laws and industry best practices.

IN WITNESS WHEREOF, the parties, intending to be legally bound, have each executed this agreement as of the effective date.

Signed, sealed and delivered on behalf of Company

Name: [INSERT THE NAME OF THE COMPANY]

Signature:

Date: [INSERT THE DATE ON WHICH COMPANY SIGNS THE AGREEMENT]

Signed, sealed and delivered on behalf of User

Name: [INSERT THE NAME OF THE USER]

Signature: 

Date:[INSERT THE DATE ON WHICH USER SIGNS THE AGREEMENT]