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Master SaaS and 
Services Agreement

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Prepared for:
[CUSTOMER]

Prepared by:
[COMPANY]

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Master SaaS and Services Agreement 

This Master SaaS and Services Agreement (hereinafter referred to as  “Agreement”) is entered on [Date] between 

[Company Name], situated at [Company Address] (hereinafter referred to as “Company”)  

and 

[Customer], represented by [Customer Representation/Company] (hereinafter referred to as “Customer”). 

The Company and the Customer are jointly referred to as “Parties” and individually as “Party.”

The Customer wishes to obtain access to the SaaS Services from the Company, which the Company agrees to provide as per the terms of this Agreement.

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Terms of the Agreement

1. Services

Purpose: The Company agrees to provide [Software Name] (hereinafter referred to as “Platform”) by [Company Name] as a SaaS (Software as a Service) for [Application of the software] and also provide for the maintenance and support.
Services: The Company shall provide the best possible services:
Customer and Authorized Users access to the Platform.
Customer Professional Services. 
Subscription Audits: Each subscription service and other related professional services shall provide the specification of the services, the platforms used, user limitations, the subscription term, and terms and conditions.
Changes to Platform: The Company may, in its sole discretion, make any changes to any Platform that it deems necessary or useful to: 
Maintain or enhance- 
The quality or delivery of the Company’s products or services to its customers
The competitive strength of, or market for, the Company’s products or services
Such Platform’s cost efficiency or performance 
Comply with applicable law.

2. Platform Access and Authorized User

Administrative Users: During the configuration and set-up process for the Platform, the Customer will identify an administrative user name and password for the Customer’s account with the Company. The Company shall reserve the right to refuse registration of or cancel user names and passwords or delete accounts as it deems inappropriate.
Authorized Users: Customers may allow these number of [Mention the No.] employees and/or independent contractors as is indicated on an Order Form to use the applicable Platform on behalf of Customer as “Customer Users.” Additionally, if applicable to a Platform, the Customer may allow [Number] of designees (“Vendor Users” and together with Customer Users, “Authorized Users”). Authorized User subscriptions are for designated Authorized Users and cannot be shared or used by more than one Authorized User, but may be reassigned to new Authorized Users.
Authorized User Conditions to Use: 
As a condition to access and use of a Platform
Each Authorized User shall agree to abide by the terms of the Company’s end-user terms of use which it may adopt from time to time.
Customer Users shall agree to abide by the terms of this Agreement, or a subset thereof.
Vendor Users shall agree to abide by the terms of the Company's Vendor Terms of Service applicable to such Platform, and, in each case, Customer shall ensure such compliance. 
The Customer shall immediately notify the Company of any violation of the terms of any of the foregoing by any Authorized User upon becoming aware of such violation.
Account Responsibility: 
The Customer shall be responsible for: 
All uses of any account that Customer has access to, whether or not the Customer has authorized the particular use or user, and regardless of Customer’s knowledge of such use.
Securing the Company account, passwords (including but not limited to administrative and user passwords), and files. 
The Company shall not be responsible for any loss of information due to any irresponsible act such as loss of the password by the user.

3. Confidentiality

All confidential information that is communicated to and obtained by the Company from the Customer in connection with performing the above-mentioned services shall be held by the Company in full trust. At no time the Company shall use any confidential information obtained through conducting this service contract either directly or indirectly, for personal benefit, or disclose or communicate such information in any manner. 

4. Proprietary Rights

Ownership: 
The Company shall reserve the right to all title interest. 
The Company shall own and retain all rights, title, and interest in: 
Any kind of services software, applications, inventions, or other technology developed in connection with the Services;
All intellectual property and proprietary rights in and related to any of the foregoing subscription services (collectively, “Services IP”). 
To the extent Customer acquires any right, title, or interest in any Services IP, Customer hereby assigns all of its right, title, and interest in such Services IP to the Company.
Customer Data and Vendor Information License: Customer hereby grants the Company a non-exclusive, transferable, sublicensable, worldwide, and royalty-free license to use and otherwise exploit (i) Customer Data to provide the Services to Customer hereunder and as necessary or useful to monitor and improve a Platform, Software and Services, both during and after the Term, and (ii) Vendor Information for any lawful purpose. To avoid any doubt, the [Company] shall use, reproduce and disclose Platform, Software and Services-related information, data, and material that is anonymized, de-identified, or otherwise rendered not reasonably associated or linked to Customer, all of which information, data, and material, will be owned by [Company].) It is Customer’s sole responsibility to back-up Customer Data during the Term, and Customer acknowledges that it will not have access to Customer Data through [Company] or any Platform following the expiration or termination of this Agreement.
Intellectual Property: The Company shall retain all the subscription services, including all documentation, modifications, improvements, upgrades, derivative works, and all other Intellectual Property rights in connection with the Service, including the Company's name, logos and trademarks reproduced through the Service.

5. Payment Terms

The Customer shall pay the Company the then-applicable fees described in an Order Form or Statement of Work, as applicable, in accordance with the terms set forth therein (“Fees”).
The Company may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by the Company [Number of Days] days after the mailing date of the invoice (unless otherwise specified on the applicable Order Form). 
Unpaid amounts are subject to a finance charge each month on any outstanding balance. 
The Company further reserves the right to suspend Services in the event of payment delinquency.

6. Security

Compliance with Notification Laws: The Company shall comply with all applicable laws regarding the notification of individuals in the event of an unauthorized release of personally identifiable information and notification other unauthorized data and information disclosures.
Procedure After Unauthorized Disclosure: Within [Time Period] of discovering any breach of the Company's security obligations or any other event requiring notification under applicable law, The Company shall notify Customer, and any other individual's Law requires to be notified, of the breach or other events by telephone and e-mail.

7. Termination

Customer may terminate this agreement for any reason on [Number of Days] days’ notice to the Company.
Each party may terminate this agreement with immediate effect by delivering notice of the termination to the other party, if:
The other party has made any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and;
The failure, inaccuracy, or breach continues for a period of [Number of Days] days' after the injured party delivers notice to the breaching party reasonably detailing the breach.
The Company may terminate this agreement with immediate effect by delivering notice of the termination to the Customer if the Customer fails to pay the invoice amount on time [Frequency] times over any term.
Upon termination of this Agreement, the Company shall cease reproducing, advertising, marketing, and distributing any material or information pertaining to the Customer immediately.

8. Indemnification

The Parties each agree to indemnify and hold harmless the other Party, its respective affiliates, employees, and permitted successors and assigns against any losses, claims, damages, penalties, liabilities, punitive damages, expenses, reasonable legal fees of whatsoever kind or amount, which result from the negligence of or breach of this Agreement by the indemnifying party, its respective affiliate or successors and any assign that occurs in connection with this Agreement. This section remains in full force and effect even after the termination of the Agreement.

9. Limitation of Liability

In no event shall either Party: 
have liability arising out of or related to this Agreement, whether, in contract, tort or under any other theory of liability exceed in the aggregate of the total fees paid or owed by the Customer and Vendors hereunder during the [Number of Months] months immediately preceding the date of the event giving rise to the claim (such amount being intended as a cumulative cap and not per incident).  
have any liability to the other for any lost profits or revenues or any indirect, incidental, consequential, cover, special, exemplary, or punitive damages, howsoever caused, whether, in contract, tort, or under any other conditions of liability.
The foregoing limitations and disclaimers shall not apply to the extent prohibited by applicable law.

10. Arbitration

In the event of any dispute arising in and out of this Agreement between the Parties, it shall be resolved by Arbitration. There shall be [Number of Arbitrators] Arbitrators which shall be appointed by [Party Name]. The venue of Arbitration shall be [Venue/Location of Arbitration] and Seat shall be [State]. The Arbitrators' decision shall be final and will be binding on both the Parties.

11. Miscellaneous

Assignability: Neither party may assign this Agreement or the rights and obligations thereunder to any third party without the prior express written approval of the other Party which shall not be unreasonably withheld.
Notices: Any notice required to be given to the Customer shall be delivered by certified mail, personal delivery, or overnight delivery paid for by the Company.
Force Majeure: Neither party shall be liable for any failure in performance of the obligation under this Agreement due to cause beyond that party's reasonable control (including and not limited to any pandemic, fire, strike, act or order of public authority, and other acts of God) during the pendency of such event.
Modification: No modification of this Agreement shall be made unless in writing, signed by both parties.
Severability: If any term, clause, or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, all other terms will remain in full force and effect until the Agreement termination.
Governing Law and Jurisdiction: This Agreement shall be governed by the laws of the [State/Court/Region]. If the disputes under this Agreement cannot be resolved by Arbitration, they shall be resolved by litigation in the courts of the [State/Court/Region] including the federal courts therein, and the Parties all consent to the jurisdiction of such courts, agree to accept service of process by mail and hereby waive any jurisdictional or venue defenses otherwise available to it.
Legal and Binding Agreement: This Agreement is legal and binding between the Parties as stated above. This Agreement may be entered into and is legal and binding in the [State/Court/Region]. The Parties each represent that they have the authority to enter into this Agreement.
Entire Agreement: This Agreement constitutes the entire understanding of the Parties, and revokes and supersedes all prior contracts between the Parties and is intended as a final expression of their Agreement. It shall not be modified or amended except in writing signed by the Parties hereto and specifically referring to this Agreement. This Agreement shall take precedence over any other documents which may conflict with this Agreement.

Acceptance and Signature

The Parties hereby approve the services and rates listed above and agree to respect and uphold the full terms of this Agreement. Provide your acceptance by signing below:

[Customer]

[Company]

Signature

Assign signer 1

Name

Assign signer 1

Date

Assign signer 1

Signature

Assign signer 2

Name

Assign signer 2

Date

Assign signer 2

DISCLAIMER: Revvsales, Inc is not a law firm. The content provided herein is for general information purposes only, and does not constitute legal advice. Revvsales, Inc and its partners make no representation or warranty of any kind, express or implied, regarding the accuracy, adequacy, validity, reliability, availability, or completeness of any information mentioned hereunder. The use or reliance of any information contained herein is for your personal use and solely at your own risk. You agree to fully release and indemnify Revvsales, Inc from any liability associated with the use of this content. You are advised to obtain independent legal advice before taking or refraining from any action on the basis of the content provided here.

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SaaS

Services

Software

What is a Master SaaS Agreement?

A Master SaaS (Software-as-a-Service) agreement is a legal document that acts as a written agreement/contract between a SaaS provider and its buyer or end user.

It clearly mentions what the SaaS vendor’s product will provide and what the end user or customer company should expect from the provider to avoid any future legal disputes.

The agreement will also include detailed terms and conditions for the customers regarding their control and access over the software while outlining the subscription service and payment model adopted for the SaaS product.

Every Software-As-A-Service (SaaS) provider should explain to customers what services are provided to them through the SaaS agreement. The SaaS agreement is a complex document that offers detailed terms of usage for the customers. It also outlines the roles and responsibilities of the service provider. But many SaaS businesses oftentimes lack the knowledge necessary to draft a SaaS agreement/contract.

SaaS agreements include complex legal material. Drafting an all-inclusive agreement can be tricky, hence it is always advisable to use a comprehensive legally vetted SaaS agreement template for your business.

This article covers all you need to know about a SaaS agreement, including what it should contain, its types, how to write them, and how Revv’s legally binding templates can make the overall experience seamless.

Benefits of Master SaaS Service Agreements

A master SaaS agreement is a document that details the involved parties' obligations and performance goals. A well-structured SaaS agreement may not only benefit a software company but also helps all the parties involved in the agreement to reach common ground on various aspects.

A master SaaS agreement acts as a self-help manual for the software service provider to streamline their operations. Let’s explore some of the benefits of using a master SaaS service agreement:

Aids businesses in avoiding legal problems
Expedites the negotiation process
Helps in reducing the risk of litigation
It safeguards the rights of all the parties involved in the contract
Foresees potential problems and specifies them in the SaaS agreement in advance

A well-drafted Master SaaS service agreement serves as a model for further agreements. It decides who is at fault when a disagreement occurs.

Why should you use a Master SaaS Agreement template?

Using a Master SaaS agreement template is beneficial because it can help ensure that you present the right information in the clearest way.

1. Avoids complexities in agreement creation

A SaaS agreement needs to cover many crucial aspects like

Agreement terms
Description of services
Provisions for support and maintenance
Clauses related to how to use customer data and other personal information
Terms on retaining proprietary and intellectual property (IP) terms
Limitations of liability, and many more.

While building such an intricate document, there are chances that you complicate all the information which might lead to misunderstandings in the future. With a well-formulated template, you can circumvent this issue. It offers legal and reasonable dispute resolution to service vendor party and their users or customers.

2. Prevents legal complications arising from intellectual property rights (IPR)

Legal clauses can get tricky for a SaaS agreement. Any modifications or improvements made to your software system can result in a new intellectual property and who owns the rights. A template gives you the luxury to leverage its well-drafted legal/law framework and build on it further. This way, you can save some effort and avoid any legal challenges arising from it prior.

3. Templates ensure uniformity and consistency

It is normal for SaaS companies to create separate SaaS agreements for different customer requirements. While creating SaaS agreements from scratch, there are chances of missing out to include important elements or making errors. But using SaaS agreement templates assures consistency in your communication and makes the document error-free.

4. Simple and quick customizations

There are certain moving parts in a SaaS agreement. The sections describing governing laws, payment terms, the number of arbitrators involved, etc. could change with respect to each agreement. By using templates, a user can readily make these changes on each page of their documents to suit their needs, as they are editable and easy to use.

What should be included in a Master SaaS Agreement Sample template?

From prior sections, you know about SaaS agreements, their benefits, and the related advantages of using an agreement template. But it might still be challenging to design a software services agreement if you are unaware of the specifics that need to be included in your SaaS contract.

Even though the clauses or the content material included in a SaaS contract may vary depending on your company, and the products and services you offer, any SaaS agreement/contract must feature these components:

Introduction

Start your software service contract with a brief introduction about the software service provider, customer details, their respective addresses, date and project schedule, the type of service level agreement the parties shall enter, etc.

Terms and conditions

1. Services

This segment explains in detail all the services that the software company will offer to the customer including the additional legal obligations, maintenance, and support services, related notice period, etc.

2. Platform access and authorized user

This section clearly states the terms and conditions for the

Administrative user (from the software service company side)
Authorized user/users from the customer side company who will be dealing with the SaaS product.

3. Confidentiality

This part of the template states the software company’s surety to keep the proprietary information, trade secrets, confidential data, and other personal information of the customer private and not to divulge any details to any third parties. Here, the software service provider also acknowledges that the customer/client information will only be utilized for business needs.

4. Proprietary rights

In this part, you have to explain how the customer company should handle the intellectual property rights, how the software company should manage confidential data, the ownership of the service product, etc.

5. Payment terms

Payment terms inform users about how much they need to pay, when, and how. This section addresses how often billing will occur for a SaaS subscription and is sent to the user party. Most subscriptions offer monthly, annual, or one-time purchase options. Semi-annual and multi-year billing are also possibilities.

6. Security

This segment explains all the compliance checks and other governing laws that will be followed for the service provided.

7. Termination

A software service agreement can end at any time during the project. Termination of an agreement can happen due to reasons such as:

Timelines not being met by the software company
Poor service or operational quality of the product delivered
Client or company not providing assured support during the project
Payment defaults, and more.

Either party to the agreement may terminate the agreement upon written notice and this section details the status quo post-termination.

8. Indemnification

Indemnification in general is a party's promise to hold another party legally blameless—or not accountable—for possible breach or damages in an agreement. So in this section, you shall mention in detail exactly what kind of breach or losses are not liable in the service contract.

9. Limitation of liability

A limitation of liability agreement shields SaaS vendors from risk by contractually prohibiting end users/customers from suing them for specific damages. For instance, it becomes difficult for your business to recover damages from the SaaS service company, if the software fails and causes harm. Basically in this section, you have to mention the ultimate amount of damages that a vendor party might possibly be responsible for under the agreement.

10. Arbitration

Arbitration is like an out-of-court dispute resolution where an impartial third party, known as an arbitrator, hears evidence and provides a binding ruling. Any disputes between the parties resulting from or connected to the software service agreement are resolved in accordance with this provision.

Acceptance and signatures

If either party or all the parties involved in the SaaS contract are in agreement with the conditions mentioned in their service agreement document, then they can readily accept and sign it. It further makes the contract legally valid.

Easily create SaaS agreements with Revv’s Master SaaS Agreement Template

A SaaS agreement is an integral part of any SaaS provider as it provides an accountable framework for the services to be provided. It is a legal-heavy document, which will govern future transactions or future agreements as well. Hence while using a template for your SaaS agreements, you must ensure that they are legally vetted.

Give a personal touch to your entire agreement

Revv’s software services agreement template can be completely customized to your needs with the help of the document editor. With a simple drag-and-drop feature, you will be able to add images, text, tables, integrate payment systems, and more.

Hassle-free approval and review process

SaaS agreements contain a lot of legal information as well as other confidential data in it. Oftentimes these documents need to be thoroughly vetted and approved by the SaaS company’s team head or manager before sending to customers for signatures.

With Revv you can send any SaaS agreement to the approval manager or other team members for their review and approval using the Check and send for internal approval feature.

Make your SaaS agreement error-free with instant collaboration with teammates

While creating multiple SaaS agreements on a daily basis, mistakes may happen if you have given the wrong information or customer data, addressed to the wrong company, or have used an old agreement template with old price details, etc. Avoid all these human errors and make your SaaS agreements error-free with the Notes feature. It is a real-time collaboration feature provided by Revv. If you want your SaaS agreement to be thoroughly reviewed by your peers, you can simply tag your colleague with @mentions. The tagged person will receive an email notification for the same.

Access your SaaS agreement from anywhere

You can access your SaaS agreements anytime, anywhere, and from any device since Revv is a cloud-based document management and eSign platform.

Revv eSignatures follow all compliance measures

Revv makes your software service agreements legally binding with its bank-grade eSignatures. It follows all local and global laws such as ESIGN Act, UETA, and eIDAS, among others. They are also encrypted with Amazon Web Services Server-Side Encryption (AWS SSE-S3), and certified with AWS global cloud certification – such as Cloud Security Alliance Controls (CSA), SOC 1: Audit Controls Report (SOC 1), SOC 2: Security, Availability & Confidentiality Report (SOC 2), and ISO 27001 Security Management Controls.

Easy to track activity in service agreement documents

With Revv, you can track real-time activity for all your software service documents from the Activity tracking feature.

Get instant notifications

Revv sends auto-generated email notifications to both the sender (software service company) and recipients (customers) notifying them of the actions to be taken on the service agreement document.

Legally binding audit trails

When your company is handling multiple software service agreements, you need to be cautious about the legal responsibilities if they are tampered with by any chance. To avoid complexities involved in the backtracking of SaaS agreement documents or any unfortunate event leading to legal suits, Revv generates an electronic copy of audit trails in the form of an Evidence Summary for all eSigned agreement documents.

Evidence Summary is a digital certificate that chronologically records each action taken during the signing process of the service document. It includes – the signer’s information, date and time stamp of each action taken by the signer, IP address of the signer, and other details that act as legal proof. A user can download the certificate for free.

Design legally sound Master SaaS Agreement with Revv. Sign up today or schedule a demo with our experts!

Frequently asked questions

What should be included in a SaaS agreement?

A service-level agreement shall include the following elements - Software uptime assurance, KPIs and performance measures, Response speed for urgent problems, and all-around assistance, Compliance measures, and Exclusions for which the SaaS provider will not be obligated to pay the penalty. The agreement content is including but not limited to the above-mentioned clauses.

What is a SaaS service-level agreement (SLA)?

SaaS service-level agreements or SLAs clearly define the services a software company provides and how its customers should utilize or access them. The terms and conditions for hosting the SaaS software, the software support and maintenance services, and other things applicable are also included in the service-level agreement.

Do you need a EULA for SaaS?

EULA stands for End-User License Agreement. It is like a licensing contract entered between you (a SaaS company) and the purchaser of your software. Since SaaS companies don't give customers a copy of the software, a EULA is not required. But if the company provides a mobile app for download along with the SaaS application then you need to formulate EULA. EULA provides license-to-use permission for the app.