A software as a service ("SaaS") agreement is a contract between the owner of a software ("SaaS supplier") and a customer ("SaaS customer"). The customer is granted a limited license to use the software on a subscription basis for the agreed purpose only.
The software is accessed via the internet.
- Features of license
- Data protection
Customer’s rights and obligations
- Has only the rights expressly granted to it
- Has the right to be notified of any:
- Breach of anti-bribery laws.
- Infringement of data protection laws by Customer’s processing instructions.
- Proposed change in use of third party processors (and may object).
- Right to indemnification from Licensor for IP infringement claims.
- Must reasonably prevent unauthorised access to the software.
- Seek Licensor’s consent to make software available to third parties.
- Liable for risks arising from transactions completed with third party websites.
- Liable for Licensor’s demonstration of compliance with Data Protection Law.
Customer shall not
- Commercially exploit the software.
- Develop any derivative software based on software or Licensor’s confidential information.
- Use confidential information or software to develop or market competing products.
- Use software to provide processing services to third parties.
- Access or store prohibited viruses during term of Agreement.
Supplier’s rights and obligations
- To use any feedback provided by Customer.
- To modify software without impacting its functionality.
- To audit Customer’s use of software to identify users.
- To invoice customers for additional licensees.
- To prohibit use of software believed to be in violation of Agreement.
- To take legal action for recovery of unpaid dues.
- May assign its rights and obligations at any time.
- Exclusive right to defend against third party IP infringement claims.
- Option to terminate Agreement if software infringes third party’s IP rights.
- Right to terminate Agreement if Customer:
- Is in breach of contract
- Undergoes change of control
- Liable for breach of warranty.
- To surrender all customer data upon termination of Agreement.
- Not to engage in any modern slavery practises.
- Duty to comply with:
- Applicable laws for processing personal customer data.
Shared rights and obligations
- Mutual duty of non-disclosure of confidential information.
- Both parties entitled to equitable relief in the event of a confidentiality breach.
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