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SAAS SERVICES ORDER FORM
Customer:


Contact:
Address:
Phone:

E-Mail:

Name and briefly describe services ___________________________________________________________________
_________________________________________________________________________________________________

__________________________________________________________________________________ (the “Service(s)”).
Services Fees: $______________ per _______, payable in
advance, subject to the terms of Section 4 herein.
Initial Service Term: ________ Year(s).

Service Capacity (and any limits): ___________________________________________________________________

Implementation Services: Company will use commercially reasonable efforts to provide Customer the services
described in the Statement of Work (“SOW”) attached as Exhibit A hereto (“Implementation Services”), and Customer
shall pay Company the Implementation Fee in accordance with the terms herein.
Implementation Fee (one-time): $____________

Pilot Use: Check here_____ if Services use during the Pilot Period will be restricted to non-productive evaluation use. If
so, then, notwithstanding anything else, in connection with such pilot/evaluation use (1) no fees will apply, except for
any Pilot Use Fee specified below, (2) the Services are provided “AS IS” and no warranty obligations of Company will
apply, and (3) Customer may terminate this Agreement and all of its rights hereunder by providing Company written
notice thereof no less than 10 days prior to the end of the Pilot Period; otherwise, this Agreement shall continue in effect
for the Initial Service Term (subject to earlier termination as provided in the Agreement).
[OPTIONAL: enter zero if you are not offering a pilot]
Pilot Period: [_______________ days]
Pilot Use Fee: [$_________]

SAAS SERVICES AGREEMENT
This SaaS Services Agreement (“Agreement”) is entered into on __________________ (the “Effective Date”)
between __________________________ with a place of business at ______________________________________
_______________________________ (“Company”), and the Customer listed above (“Customer”). This Agreement
includes and incorporates the above Order Form, as well as the attached Terms and Conditions and contains, among
other things, warranty disclaimers, liability limitations and use limitations. There shall be no force or effect to any
different terms of any related purchase order or similar form even if signed by the parties after the date hereof.
[Company]:




[Customer]:

By:





By:






Name:





Name:






Title:





Title:





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TERMS AND CONDITIONS
1.
SAAS SERVICES AND SUPPORT
1.1 Subject to the terms of this Agreement, Company
will use commercially reasonable efforts to provide
Customer the Services in accordance with the Service
Level Terms attached hereto as Exhibit B. As part of
the registration process, Customer will identify an
administrative user name and password for Customer’s
Company account. Company reserves the right to
refuse registration of, or cancel passwords it deems
inappropriate.
1.2 Subject to the terms hereof, Company will provide
Customer with reasonable technical support services in
accordance with the terms set forth in Exhibit C.
2.
RESTRICTIONS AND RESPONSIBILITIES
2.1 Customer will not, directly or indirectly: reverse
engineer, decompile, disassemble or otherwise attempt
to discover the source code, object code or underlying
structure, ideas, know-how or algorithms relevant to
the Services or any software, documentation or data
related to the Services (“Software”); modify, translate,
or create derivative works based on the Services or any
Software (except to the extent expressly permitted by
Company or authorized within the Services); use the
Services or any Software for timesharing or service
bureau purposes or otherwise for the benefit of a third;
or remove any proprietary notices or labels. With
respect to any Software that is distributed or provided
to Customer for use on Customer premises or devices,
Company hereby grants Customer a non-exclusive,
non-transferable, non-sublicensable license to use such
Software during the Term only in connection with the
Services Further, Customer may not remove or export
from the United States or allow the export or re-export
of the Services, Software or anything related thereto, or
any direct product thereof in violation of any
restrictions, laws or regulations of the United States
Department of Commerce,
the United States
Department of Treasury Office of Foreign Assets
Control, or any other United States or foreign agency
or authority. As defined in FAR section 2.101, the
Software and documentation are “commercial items”
and according to DFAR section 252.227-7014(a)(1)
and (5) are deemed to be “commercial computer
software” and “commercial
computer
software
documentation.” Consistent with DFAR section
227.7202 and FAR section 12.212, any use
modification,
reproduction,
release, performance,
display, or disclosure of such commercial software or
commercial software documentation by the U.S.
Government will be governed solely by the terms of
this Agreement and will be prohibited except to the
extent expressly permitted by the terms of this
Agreement.
2.2 Customer represents, covenants, and warrants that
Customer will use the Services only in compliance
with Company’s standard published policies then in
effect (the “Policy”) and all applicable laws and
regulations. Customer hereby agrees to indemnify and
hold harmless Company against any damages, losses,
liabilities, settlements and expenses (including without
limitation costs and attorneys’ fees) in connection with
any claim or action that arises from an alleged
violation of
the
foregoing or otherwise
from
Customer’s use of Services. Although Company has no
obligation to monitor Customer’s use of the Services,
Company may do so and may prohibit any use of the
Services it believes may be (or alleged to be) in
violation of the foregoing.
2.3 Customer shall be responsible for obtaining and
maintaining any equipment and ancillary services
needed to connect to, access or otherwise use the
Services,
including, without
limitation, modems,
hardware,
servers,
software, operating systems,
networking, web servers and the like (collectively,
“Equipment”). Customer shall also be responsible for
maintaining the security of the Equipment, Customer
account, passwords (including but not limited to
administrative and user passwords) and files, and for
all uses of Customer account or the Equipment with or
without Customer’s knowledge or consent.
3.
CONFIDENTIALITY; PROPRIETARY RIGHTS
3.1 Each party (the “Receiving Party”) understands
that the other party (the “Disclosing Party”) has
disclosed or may disclose business, technical or
financial information relating to the Disclosing Party’s
business (hereinafter referred to as “Proprietary
Information” of the Disclosing Party). Proprietary
Information
of Company
includes
non-public
information regarding features, functionality and
performance of the Service. Proprietary Information of
Customer includes non-public data provided by
Customer to Company to enable the provision of the
Services (“Customer Data”). The Receiving Party
agrees: (i) to take reasonable precautions to protect

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such Proprietary Information, and (ii) not to use
(except in performance of the Services or as otherwise
permitted herein) or divulge to any third person any
such Proprietary Information. The Disclosing Party
agrees that the foregoing shall not apply with respect to
any information after five (5) years following the
disclosure
thereof or any information that
the
Receiving Party can document (a) is or becomes
generally available to the public, or (b) was in its
possession or known by it prior to receipt from the
Disclosing Party, or (c) was rightfully disclosed to it
without restriction by a third party, or (d) was
independently developed without use of
any
Proprietary Information of the Disclosing Party or
(e) is required to be disclosed by law.
3.2 Customer shall own all right, title and interest in
and to the Customer Data, as well as any data that is
based on or derived from the Customer Data and
provided to Customer as part of the Services.
Company shall own and retain all right, title and
interest in and to (a) the Services and Software, all
improvements, enhancements or modifications thereto,
(b) any software, applications, inventions or other
technology
developed
in
connection
with
Implementation Services or support, and (c) all
intellectual property rights related to any of the
foregoing.
3.3 [Notwithstanding anything
to
the
contrary,
Company shall have the right collect and analyze data
and other information relating to the provision, use and
performance of various aspects of the Services and
related systems and technologies (including, without
limitation, information concerning Customer Data and
data derived therefrom), and Company will be free
(during and after the term hereof) to (i) use such
information and data to improve and enhance the
Services and for other development, diagnostic and
corrective purposes in connection with the Services
and other Company offerings, and (ii) disclose such
data solely in aggregate or other de-identified form in
connection with its business. No rights or licenses are
granted except as expressly set forth herein.
4.
PAYMENT OF FEES
4.1 Customer will pay Company the then applicable
fees described in the Order Form for the Services and
Implementation Services in accordance with the terms
therein (the “Fees”). If Customer’s use of the Services
exceeds the Service Capacity set forth on the Order
Form or otherwise requires the payment of additional
fees (per the terms of this Agreement), Customer shall
be billed for such usage and Customer agrees to pay
the additional fees in the manner provided herein.
Company reserves the right to change the Fees or
applicable charges and to institute new charges and
Fees at the end of the Initial Service Term or
then-current renewal term, upon thirty (30) days prior
notice to Customer (which may be sent by email). If
Customer believes that Company has billed Customer
incorrectly, Customer must contact Company no later
than 60 days after the closing date on the first billing
statement in which the error or problem appeared, in
order to receive an adjustment or credit. Inquiries
should be directed to Company’s customer support
department.
4.2 Company may choose to bill through an invoice, in
which case, full payment for invoices issued in any
given month must be received by Company thirty (30)
days after the mailing date of the invoice. Unpaid
amounts are subject to a finance charge of 1.5% per
month on any outstanding balance, or the maximum
permitted by law, whichever is lower, plus all expenses
of collection and may result in immediate termination
of Service. Customer shall be responsible for all taxes
associated with Services other than U.S. taxes based on
Company’s net income.
5.
TERM AND TERMINATION
5.1 Subject to earlier termination as provided below,
this Agreement is for the Initial Service Term as
specified in the Order Form, and shall be automatically
renewed for additional periods of the same duration as
the Initial Service Term (collectively, the “Term”),
unless either party requests termination at least thirty
(30) days prior to the end of the then-current term.
5.2 In addition to any other remedies it may have,
either party may also terminate this Agreement upon
thirty (30) days’ notice (or without notice in the case of
nonpayment), if the other party materially breaches any
of the terms or conditions of this Agreement.
Customer will pay in full for the Services up to and
including the last day on which the Services are
provided. Upon any termination, Company will make
all Customer Data available to Customer for electronic
retrieval for a period of thirty (30) days, but thereafter
Company may, but is not obligated to, delete stored
Customer Data. All sections of this Agreement which
by their nature should survive termination will survive
termination, including, without limitation, accrued

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rights to payment, confidentiality obligations, warranty
disclaimers, and limitations of liability.
6. WARRANTY AND DISCLAIMER
Company
shall
use
reasonable
efforts
consistent with prevailing industry standards to
maintain the Services in a manner which minimizes
errors and interruptions in the Services and shall
perform the Implementation Services in a professional
and workmanlike manner.
Services may be
temporarily unavailable for scheduled maintenance or
for unscheduled emergency maintenance, either by
Company or by third-party providers, or because of
other causes beyond Company’s reasonable control,
but Company shall use reasonable efforts to provide
advance notice in writing or by e-mail of any
scheduled
service
disruption.

HOWEVER,
COMPANY DOES NOT WARRANT THAT THE
SERVICES WILL BE UNINTERRUPTED OR
ERROR FREE; NOR DOES IT MAKE ANY
WARRANTY AS TO THE RESULTS THAT MAY
BE OBTAINED FROM USE OF THE SERVICES.
EXCEPT AS EXPRESSLY SET FORTH IN THIS
SECTION,
THE
SERVICES
AND
IMPLEMENTATION SERVICES ARE PROVIDED
“AS IS” AND COMPANY DISCLAIMS ALL
WARRANTIES,
EXPRESS
OR
IMPLIED,
INCLUDING, BUT NOT LIMITED TO, IMPLIED
WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE AND
NON-INFRINGEMENT.
7.
INDEMNITY
Company shall hold Customer harmless from liability
to third parties resulting from infringement by the
Service of any United States patent or any copyright or
misappropriation of any
trade secret, provided
Company is promptly notified of any and all threats,
claims and proceedings related thereto and given
reasonable assistance and the opportunity to assume
sole control over defense and settlement; Company
will not be responsible for any settlement it does not
approve in writing. The foregoing obligations do not
apply with respect to portions or components of the
Service (i) not supplied by Company, (ii) made in
whole or in part in accordance with Customer
specifications, (iii) that are modified after delivery by
Company,
(iv) combined with other products,
processes or materials where the alleged infringement
relates to such combination, (v) where Customer
continues allegedly infringing activity after being
notified
thereof or
after being
informed of
modifications that would have avoided the alleged
infringement, or (vi) where Customer’s use of the
Service is not strictly in accordance with this
Agreement. If, due to a claim of infringement, the
Services are held by a court of competent jurisdiction
to be or are believed by Company to be infringing,
Company may, at its option and expense (a) replace or
modify the Service to be non-infringing provided that
such
modification
or
replacement
contains
substantially similar features and functionality, (b)
obtain for Customer a license to continue using the
Service, or (c) if neither of the foregoing is
commercially practicable, terminate this Agreement
and Customer’s rights hereunder and provide Customer
a refund of any prepaid, unused fees for the Service.

8.
LIMITATION OF LIABILITY
NOTWITHSTANDING ANYTHING TO THE
CONTRARY, EXCEPT FOR BODILY INJURY OF
A PERSON, COMPANY AND ITS SUPPLIERS
(INCLUDING BUT NOT LIMITED TO ALL
EQUIPMENT AND TECHNOLOGY SUPPLIERS),
OFFICERS, AFFILIATES, REPRESENTATIVES,
CONTRACTORS AND EMPLOYEES SHALL NOT
BE RESPONSIBLE OR LIABLE WITH RESPECT
TO ANY SUBJECT MATTER OF THIS
AGREEMENT OR TERMS AND CONDITIONS
RELATED THERETO UNDER ANY CONTRACT,
NEGLIGENCE, STRICT LIABILITY OR OTHER
THEORY: (A) FOR ERROR OR INTERRUPTION
OF USE OR FOR LOSS OR INACCURACY OR
CORRUPTION OF DATA OR COST OF
PROCUREMENT OF SUBSTITUTE GOODS,
SERVICES OR TECHNOLOGY OR LOSS OF
BUSINESS;
(B) FOR
ANY
INDIRECT,
EXEMPLARY,
INCIDENTAL,
SPECIAL OR
CONSEQUENTIAL DAMAGES; (C) FOR ANY
MATTER BEYOND COMPANY’S REASONABLE
CONTROL; OR (D) FOR ANY AMOUNTS THAT,
TOGETHER WITH AMOUNTS ASSOCIATED
WITH ALL OTHER CLAIMS, EXCEED THE FEES
PAID BY CUSTOMER TO COMPANY FOR THE
SERVICES UNDER THIS AGREEMENT IN THE 12
MONTHS PRIOR TO THE ACT THAT GAVE RISE
TO THE LIABILITY, IN EACH CASE, WHETHER
OR NOT COMPANY HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES.

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MISCELLANEOUS
If any provision of this Agreement is found to
be unenforceable or invalid, that provision will be
limited or eliminated to the minimum extent necessary
so that this Agreement will otherwise remain in full
force and effect and enforceable. This Agreement is
not assignable,
transferable or sublicensable by
Customer except with Company’s prior written
consent. Company may transfer and assign any of its
rights and obligations under this Agreement without
consent. This Agreement is the complete and
exclusive statement of the mutual understanding of the
parties and supersedes and cancels all previous written
and oral agreements, communications and other
understandings relating to the subject matter of this
Agreement, and that all waivers and modifications
must be in a writing signed by both parties, except as
otherwise provided herein. No agency, partnership,
joint venture, or employment is created as a result of
this Agreement and Customer does not have any
authority of any kind to bind Company in any respect
whatsoever. In any action or proceeding to enforce
rights under this Agreement, the prevailing party will
be entitled to recover costs and attorneys’ fees. All
notices under this Agreement will be in writing and
will be deemed to have been duly given when received,
if personally delivered; when receipt is electronically
confirmed, if transmitted by facsimile or e-mail; the
day after it is sent, if sent for next day delivery by
recognized overnight delivery service; and upon
receipt, if sent by certified or registered mail, return
receipt requested. This Agreement shall be governed
by the laws of the State of _______________ without
regard to its conflict of laws provisions. The parties
shall work together in good faith to issue at least one
mutually agreed upon press release within 90 days of
the Effective Date, and Customer otherwise agrees to
reasonably cooperate with Company to serve as a
reference account upon request.

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EXHIBIT A
Statement of Work
Examples of things to include in this section
Bulk provisioning of user accounts
Customer training (on site or via webinar)
Providing documentation
Custom development work (one-time)
etc.

__________________________________________________________________________________________________


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EXHIBIT B
Service Level Terms
The Services shall be available 99.9%, measured monthly, excluding holidays and weekends and scheduled maintenance. If
Customer requests maintenance during these hours, any uptime or downtime calculation will exclude periods affected by such
maintenance. Further, any downtime resulting from outages of third party connections or utilities or other reasons beyond Company’s
control will also be excluded from any such calculation. Customer's sole and exclusive remedy, and Company's entire liability, in
connection with Service availability shall be that for each period of downtime lasting longer than one hour, Company will credit
Customer 5% of Service fees for each period of 30 or more consecutive minutes of downtime; provided that no more than one such
credit will accrue per day. Downtime shall begin to accrue as soon as Customer (with notice to Company) recognizes that downtime
is taking place, and continues until the availability of the Services is restored. In order to receive downtime credit, Customer must
notify Company in writing within 24 hours from the time of downtime, and failure to provide such notice will forfeit the right to
receive downtime credit. Such credits may not be redeemed for cash and shall not be cumulative beyond a total of credits for one (1)
week of Service Fees in any one (1) calendar month in any event. Company will only apply a credit to the month in which the
incident occurred. Company’s blocking of data communications or other Service in accordance with its policies shall not be deemed
to be a failure of Company to provide adequate service levels under this Agreement.
____________________________________________________________________________________________________________

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EXHIBIT C
Support Terms
Company will provide Technical Support to Customer via both telephone and electronic mail on weekdays during the hours of
_______ am through ______ pm _________ time, with the exclusion of Federal Holidays (“Support Hours”).
Customer may initiate a helpdesk ticket during Support Hours by calling ______________________ or any time by emailing
__________________________.
Company will use commercially reasonable efforts to respond to all Helpdesk tickets within ________ business hours.