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 COMPANY] (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. TERM AND TERMINATION
   1. The term shall commence on the effective date hereof and shall continue for a period of [INSERT THE TERM OF THE AGREEMENT IN MONTHS/YEARS], unless terminated earlier or extended as per the terms of this agreement.
   2. Notwithstanding any other provisions herein contained, and without prejudice to any other rights, either party shall have the right to terminate the present Agreement by giving the other party a written notice of [INSERT THE NUMBER OF DAYS WITHIN WHICH THE NOTICE OF TERMINATION HAS TO BE GIVEN IN DAYS] days.
   3. In the event that User sells all of its assets to a third party, or otherwise ceases to exist in its current form, Company, at its discretion, may immediately terminate this Agreement.
   4. The Parties may terminate the agreement if there is a material breach of the terms and failure to resolve such a breach within 30 days of notification of such a breach.
   5. The Company reserves the right to suspend delivery of the Saas Services if the Company reasonably concludes that the User or an Authorized User’s use of the SaaS Services is causing immediate and ongoing harm to the Company or others.
3. 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.
4. 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.
5. 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.
6. 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 provider or 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.
7. 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.
8. 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.
9. 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.
10. 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.
11. INDEMNITY
    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.
12. 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 six (6) 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.
13. 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.
14. FORCE MAJEURE
    1. No failure or omission by the Company or the User in the performance of any obligation under this Agreement shall be deemed a breach of this Agreement or create any liability if the same arises on account of force majeure, which term shall include any event or cause beyond the control of the Company or the User, as the case may be, including but not restricted to natural disasters, acts or omissions of any government, or agency thereof, pandemic, social implications, or transportation embargoes, provided that the party relying on this Section shall forthwith after any such event give written notice to the other party of its inability to perform such obligation and the reasons therefore.  If force majeure continues for a period of more than two (2) weeks, without the parties hereto being able to develop an alternative satisfactory arrangement, then either party has the option of immediately terminating this Agreement.
15. APPLICABLE LAW
    1. This Agreement shall be governed by and constructed in accordance with the Laws, rules, orders and regulations of [INSERT THE NAME OF COUNTRY WHOSE LAWS WILL BE APPLICABLE]
    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: 
    3. By direct negotiations between the Company and User. 
    4. If negotiations between the parties are unsuccessful, the matter shall be referred to the competent court sitting at [INSERT THE NAME OF THE PLACE WHICH SHALL HAVE EXCLUSIVE JURISDICTION IN CASE OF DISPUTES] which shall have exclusive jurisdiction in all matters arising there from unless otherwise agreed between the Parties in writing.
16. 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 seven (7) 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 seventh (7th) 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.
17. DISPUTE RESOLUTION
    1. The Parties shall endeavor 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. If, for any reason, such Dispute cannot be resolved amicably by the Parties, the same shall then be referred to and settled by way of arbitration proceedings in accordance with the Arbitration laws of [INSERT THE NAME OF CITY or COUNTRY WHERE ARBITRATION PROCEEDINGS WILL TAKE PLACE] then in force.
18. 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.
19. DECLARATION
    1. Each of the parties hereto covenant and agree to execute and deliver such further and other agreements, assurances, undertakings or documents, cause such meetings to be held, resolutions passed and by-laws enacted, exercise their votes and influence and do and perform and cause to be done and performed any further and other acts and things as may be necessary or desirable in order to give full effect to this Agreement.

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]