A Software as a Service agreement, commonly abbreviated as a SaaS agreement, is a legally binding contract executed between a software provider and a customer. This agreement lays out the terms and conditions relating to the use of a cloud-based software application or service. A SaaS agreement with typically cover issues like user access, data security, services provided, and payment terms.
How Do I Review a SaaS Agreement?
Before agreeing to sign any agreement, it is crucial that you read, understand, and review all terms and conditions laid out in the contract. When reviewing a SaaS agreement, you should follow these steps:
- Read the entire contract. Always start by reading the entire contract from beginning to end. Take note of any terms used throughout the contract and how they are defined. Also look for any terms that may be ambiguous or difficult to understand.
- Understand the specific provisions of the contract. A SaaS agreement will include terms relating to services, payment, data protection, and intellectual property rights. It is important to understand your rights and obligations under these terms and ensure that the terms align with your interests and business goals. While reviewing the document, make a note of any provisions you may need to further negotiate or clarify.
- Legal compliance and considerations. Most contracts come with legal implications and must comply with all applicable laws, regulations, and industry standards. When reviewing the SaaS agreement, make sure that the contract follows all laws and regulations that govern these types of contracts.
- Look for a termination clause. It is important that the contract has a provision that dictates how the parties may cancel the contract. This provision should detail notice periods for termination, fees or penalties for termination, and what actions constitute a breach of contract.
- Seek legal advice. Entering a contract often comes with significant legal and financial implications. It is recommended that you seek the legal advice of a knowledgeable attorney before agreeing to sign a SaaS agreement. A lawyer who has experience with these agreements can review the contract on your behalf to ensure that it is fair, follows all laws, and will be legally binding in court if a dispute arises.
Reviewing a contract is an important step in making a business deal. A lawyer can help ensure that your contract will best protect your rights and help you reach your business goals.
What is a SaaS Agreement
A SaaS agreement is a contract used by a software provider to give a customer access to the software. This contract is most typically seen when users or customers want to use cloud-based software that is owned and operated by the provider.
A SaaS agreement establishes the relationship between the software provider and the user and lays out the rights and obligations of both parties. The agreement will include information like user rights, payment terms, intellectual property rights, and how data is stored and protected.
Common Elements in a SaaS Agreement
SaaS agreements will vary based on the type of software in question and the needs of both parties. However, it is common to see the following terms and conditions outlined in these contracts:
- Scope of services. A detailed description of the software application or service provided including any additional features, modules, or integrations.
- User rights and restrictions. The rights granted to the customer to regarding use of the application and any restrictions on usage which can include restricting the number of users, storage space, or permitted activities.
- Technical support. Most SaaS service providers also provide customers with technical support. The agreement should specify the level of service, response times, issue resolution procedures, and support availability.
- Data protection and security. The SaaS agreement should contain provisions about how customer data will be collected, stored, and protected.
- Payment terms. Provisions that detail the price of services, payment methods, and frequency of payments. There may also be additional fees for extra services like higher tiers of technical support, access for additional users, or additional storage space.
- Intellectual property rights. The contract should detail which party has ownership of intellectual property, like copyrights, trademarks, or patents associated with the SaaS application.
- Termination and renewal. Conditions and procedures for terminating or renewing the contract including notice periods and penalties for early termination.
- Limitations of liability. Terms regarding the liability of each party and any disclaimers or limitations on damages that the SaaS provider may have in case of service disruptions, data breaches, or other issues.
- Governing law and dispute resolution. Specifies the governing law of the agreement and outlines the procedures for resolving disputes related to the contract like negotiation, mediation, or arbitration.
SaaS Agreement Checklist
Before signing a SaaS agreement, you should review your agreement using this checklist to make sure that all necessary terms, conditions, and information are included in the contract.
- Names and addresses of both parties and a clear indication of which party is the provider and which is the user.
- Date the contract goes into effect and date the contract ends
- Contract renewal terms and options
- Scope of services provided under the contract
- Payment terms including amount, method, and frequency
- User rights like number of authorized users and storage space
- Security measures like data encryption practices and backup procedures
- Termination methods and penalties
- Liability and indemnification terms
- Governing law and compliance with applicable laws and regulations
- Dispute resolution terms
- How to make amendments or modifications to the agreement
- Signatures of each party
Why Should I Use a SaaS Agreement?
A SaaS agreement should be used any time a software provider grants a user access to a cloud-based software or service. This important agreement establishes a business relationship between the provider and the user and lays out all the important terms and provisions relating to the use of the software.
Additional reasons to use a SaaS agreement include:
- Clearly defined rights and responsibilities pertaining to software use
- Legal protection for both parties entering into the agreement
- Protection of intellectual property rights
- Compliance with all applicable laws and regulations
A carefully written and reviewed SaaS agreement will allow each party to exercise its rights under the agreement. If a dispute arises, the contract can help to resolve the dispute or serve as important evidence if the dispute escalates to arbitration or litigation.
What are Normal Payment Terms in a SaaS Agreement?
SaaS agreements typically use a subscription-based pricing model to charge users for access to the software. In this business model, a customer can purchase rights to the provider’s software for a specific period for an agreed upon price. Most SaaS subscriptions are monthly, but it is also common to see quarterly or annual pricing options as well.
It is also common for a service provider to give users options through different tiers of memberships. These subscription packages will have different combinations of software features at different price points.
The payment terms in a SaaS agreement are often flexible to allow users to choose the payment model that best suits their needs.
Get Help with Hiring an Attorney
Do you need help with a SaaS agreement? If so, post a project in ContractsCounsel's marketplace to receive bids from lawyers who are licensed to practice law in your state and can handle your project. All lawyers on the ContractsCounsel's platform are vetted by our team to make sure you are provided with top-tier service.