SOFTWARE AS A SERVICE AGREEMENT (ENTERPRISE)

STATE OF ALASKA

TABLE OF CONTENTS

1. Parties and Order
2. Access Rights and Restrictions
3. Service Levels, Availability, and DR
4. Support Services
5. Customer Obligations
6. Fees and Payment
7. Security and Data Protection
8. Business Continuity and Disaster Recovery
9. Intellectual Property and Feedback
10. Confidentiality
11. Warranties and Disclaimers
12. Indemnities
13. Limitations of Liability
14. Term, Suspension, and Termination
15. Compliance (AUP, Export, Sanctions, Anti-Corruption)
16. Governing Law and Dispute Resolution
17. Miscellaneous
18. Signatures
19. Attachments

1. PARTIES AND ORDER

This Software as a Service Agreement ("Agreement") is entered into as of [EFFECTIVE DATE] by and between:

Provider: [PROVIDER LEGAL NAME] ("Provider")
Customer: [CUSTOMER LEGAL NAME] ("Customer")

This Agreement incorporates the Order Form and attachments listed in Section 19.

2. ACCESS RIGHTS AND RESTRICTIONS

2.1 License Grant. Provider grants Customer a non-exclusive, non-transferable right to access and use the SaaS during the Subscription Term, subject to usage limits in the Order.

2.2 Restrictions. Customer shall not:
(a) Resell, sublicense, or distribute the SaaS;
(b) Disclose benchmarking results without Provider's consent;
(c) Reverse engineer, decompile, or disassemble the SaaS;
(d) Circumvent usage limits or security measures;
(e) Use for competitive analysis without permission.

2.3 User Responsibility. Customer is responsible for Users' compliance with this Agreement.

2.4 Usage Data. Provider may collect usage data for service improvement, subject to confidentiality obligations.

3. SERVICE LEVELS, AVAILABILITY, AND DR

3.1 Uptime Commitment. Provider commits to [99.9]% monthly uptime, excluding:
(a) Scheduled maintenance (with [48] hours' notice);
(b) Emergency maintenance;
(c) Force majeure events;
(d) Customer-caused issues.

3.2 SLA Credits. Service credits per SLA Policy (Attachment B) are Customer's sole remedy for SLA failures unless chronic failure triggers termination rights.

3.3 Maintenance Windows. Scheduled maintenance: [SPECIFY WINDOWS, e.g., "Sundays 2-6 AM Alaska Time"].

3.4 Disaster Recovery.
- RPO: [X] hours
- RTO: [Y] hours
- DR testing: [annually/semi-annually]
- DR test summaries available upon request

4. SUPPORT SERVICES

4.1 Support Scope. Support includes assistance with:
(a) Technical issues affecting service operation;
(b) Configuration guidance;
(c) Bug reports and troubleshooting.

4.2 Support Channels. Support available via:
☐ Email: [SUPPORT EMAIL]
☐ Phone: [SUPPORT PHONE]
☐ Portal: [SUPPORT URL]

4.3 Response Times. Per Support Policy (Attachment C):
| Severity | Response Time | Resolution Target |
|----------|--------------|-------------------|
| Critical (Service Down) | [1] hour | [4] hours |
| High | [4] hours | [24] hours |
| Medium | [8] hours | [72] hours |
| Low | [24] hours | Best effort |

4.4 Escalation. Escalation procedures per Support Policy.

4.5 Alaska Time Zone. Support hours specified in Alaska Time (AKST/AKDT) unless otherwise noted.

5. CUSTOMER OBLIGATIONS

5.1 Account Security. Customer shall:
(a) Maintain accurate account information;
(b) Protect login credentials;
(c) Notify Provider of unauthorized access within [24] hours.

5.2 Acceptable Use. Customer shall comply with the AUP (Attachment E).

5.3 Lawful Use. Customer shall use the SaaS only for lawful purposes.

5.4 Cooperation. Customer shall provide reasonable cooperation for support and security investigations.

6. FEES AND PAYMENT

6.1 Fees. Customer shall pay fees as specified in the Order Form, including:
(a) Subscription fees;
(b) Usage/overage fees (if applicable);
(c) Professional services fees (if applicable).

6.2 Taxes. Fees exclude taxes. Customer is responsible for applicable taxes except Provider's income taxes.

6.3 Invoicing. Invoices issued per Order Form; payment due within [30] days.

6.4 Late Payment. Overdue amounts accrue interest at [1.5]% per month or the maximum rate permitted under Alaska law (AS 45.45.010), whichever is less.

6.5 Suspension. Provider may suspend access for non-payment after [10] days' notice and opportunity to cure.

6.6 Renewal Pricing. Renewal pricing subject to increase of no more than [X]% per year with [60] days' notice.

7. SECURITY AND DATA PROTECTION

7.1 Security Measures. Provider maintains security safeguards per Security Addendum (Attachment D), including:
(a) Encryption in transit and at rest;
(b) Access controls and authentication;
(c) Regular security assessments;
(d) Employee security training.

7.2 Security Incident Response. Provider shall notify Customer of confirmed security incidents affecting Customer Data within [72] hours.

7.3 Data Processing. The DPA (Attachment D) governs processing of Personal Data.

7.4 Alaska Privacy Requirements. Provider shall:
(a) Comply with Alaska Personal Information Protection Act (AS 45.48.010 et seq.);
(b) Provide breach notification as required by Alaska law;
(c) Cooperate with Customer's compliance obligations.

7.5 Data Location. Customer Data stored in: [SPECIFY REGIONS/DATA CENTERS].

7.6 Data Return/Deletion. Upon termination, Provider shall make Customer Data available for export for [30] days, then delete per DPA.

8. BUSINESS CONTINUITY AND DISASTER RECOVERY

8.1 BC/DR Plan. Provider maintains and annually reviews business continuity and disaster recovery plans.

8.2 Backups. Data backed up [daily] with [X]-day retention.

8.3 Secondary Region. [If applicable: Secondary region for failover in [LOCATION].]

8.4 BC/DR Testing. Provider tests DR capabilities [annually/semi-annually] and provides summaries upon request.

8.5 Force Majeure. Provider shall prioritize restoration of critical functions during force majeure events.

9. INTELLECTUAL PROPERTY AND FEEDBACK

9.1 Provider IP. Provider retains all rights in the SaaS, documentation, and related materials.

9.2 Customer IP. Customer retains all rights in Customer Data.

9.3 Usage Data. Provider may use aggregated, de-identified data for service improvement, analytics, and benchmarking.

9.4 Feedback. Customer grants Provider a royalty-free license to use feedback for product improvement.

10. CONFIDENTIALITY

10.1 Confidential Information. Each party shall protect the other's confidential information using reasonable care.

10.2 Exclusions. Confidentiality obligations do not apply to information that is:
(a) Publicly available;
(b) Previously known;
(c) Independently developed;
(d) Rightfully received from third parties;
(e) Required to be disclosed by law.

10.3 Duration. Confidentiality obligations survive for [3] years after termination.

10.4 Trade Secrets. Trade secrets protected under Alaska's Uniform Trade Secrets Act (AS 45.50.910-45.50.945).

11. WARRANTIES AND DISCLAIMERS

11.1 Provider Warranties. Provider warrants that:
(a) The SaaS will materially conform to documentation;
(b) Services will be performed professionally;
(c) The SaaS will be free of malware at delivery.

11.2 Disclaimers. TO THE EXTENT PERMITTED BY ALASKA LAW:
(a) THE SaaS IS PROVIDED "AS IS" EXCEPT AS EXPRESSLY WARRANTED;
(b) PROVIDER DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT;
(c) PROVIDER DOES NOT WARRANT UNINTERRUPTED OR ERROR-FREE OPERATION.

11.3 Beta Features. Beta features provided "as is" without warranty.

12. INDEMNITIES

12.1 Provider Indemnity. Provider shall indemnify Customer against third-party claims that the SaaS infringes intellectual property rights, excluding claims based on:
(a) Customer Data or content;
(b) Modifications not made by Provider;
(c) Combination with non-Provider products;
(d) Use outside documentation.

12.2 Customer Indemnity. Customer shall indemnify Provider against claims arising from:
(a) Customer Data;
(b) Customer's breach of AUP;
(c) Customer's violation of laws.

12.3 Procedure. Indemnified party shall provide prompt notice, allow control of defense, and cooperate. Settlement requires consent.

13. LIMITATIONS OF LIABILITY

13.1 Cap. Each party's total liability shall not exceed fees paid/payable in the [12/24] months preceding the claim.

13.2 Exclusions. NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, REVENUE, OR DATA.

13.3 Carve-Outs. Limitations do not apply to:
(a) Indemnification obligations;
(b) Breach of confidentiality;
(c) Willful misconduct or gross negligence;
(d) Customer's payment obligations.

13.4 Alaska Law. Limitations apply to the fullest extent permitted by Alaska law.

14. TERM, SUSPENSION, AND TERMINATION

14.1 Subscription Term. Per Order Form, with auto-renewal unless notice given [30/60] days prior.

14.2 Suspension. Provider may suspend access for:
(a) AUP violations;
(b) Security threats;
(c) Non-payment (after notice and cure period).

14.3 Termination for Breach. Either party may terminate for material breach not cured within [30] days of written notice.

14.4 Termination for Insolvency. Either party may terminate if the other becomes insolvent or files for bankruptcy.

14.5 Termination for Chronic SLA Failure. Customer may terminate if Provider fails to meet [99.0]% uptime for [3] consecutive months.

14.6 Effect of Termination.
(a) Customer pays all accrued fees;
(b) Provider provides data export per Section 7.6;
(c) Licenses terminate;
(d) Survival provisions remain in effect.

15. COMPLIANCE (AUP, EXPORT, SANCTIONS, ANTI-CORRUPTION)

15.1 Acceptable Use Policy. Customer shall comply with the AUP (Attachment E).

15.2 Export Controls. Customer shall not export or re-export the SaaS in violation of U.S. export laws.

15.3 Sanctions. Customer shall not use the SaaS in embargoed countries or by sanctioned parties.

15.4 Anti-Corruption. Each party shall comply with applicable anti-corruption laws.

15.5 Alaska Transparency Act. Compliance with Alaska Transparency in Supply Chains Act where applicable.

16. GOVERNING LAW AND DISPUTE RESOLUTION

16.1 Governing Law. This Agreement is governed by the laws of the State of Alaska, without regard to conflict of laws principles.

16.2 Venue. Exclusive jurisdiction and venue in state or federal courts located in Anchorage, Alaska.

16.3 Escalation. Parties shall attempt good-faith executive escalation before formal proceedings.

16.4 Arbitration (Optional). ☐ If checked, disputes resolved by binding arbitration in Anchorage, Alaska under AAA Commercial Arbitration Rules.

16.5 JURY WAIVER. TO THE FULLEST EXTENT PERMITTED BY ALASKA LAW, EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL.

17. MISCELLANEOUS

17.1 Assignment. Neither party may assign without consent, except to affiliates or successors.

17.2 Subcontracting. Provider may subcontract but remains responsible.

17.3 Notices. Written notices to addresses in Order Form.

17.4 Force Majeure. Neither party liable for delays due to events beyond reasonable control.

17.5 Order of Precedence. In case of conflict: (1) Order Form, (2) DPA/Security Addendum, (3) Main Agreement, (4) SLA/Support Policy, (5) AUP.

17.6 Amendments. Amendments require written agreement.

17.7 Severability. Invalid provisions severed without affecting remainder.

17.8 Entire Agreement. This Agreement, including attachments, is the complete agreement.

17.9 Electronic Signatures. Valid under Alaska UETA (AS 09.80) and federal E-SIGN Act.

18. SIGNATURES

PROVIDER:

CUSTOMER:

19. ATTACHMENTS

• Attachment A: Order Form
• Attachment B: SLA Policy
• Attachment C: Support Policy
• Attachment D: Data Processing Addendum / Security Addendum
• Attachment E: Acceptable Use Policy