SaaS Agreement (Enterprise) - Oregon

SOFTWARE AS A SERVICE AGREEMENT (ENTERPRISE)

(Oregon Law)

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. License Grant and Access
4. Fees and Payment
5. Customer Data and Privacy
6. Service Levels
7. Support and Maintenance
8. Intellectual Property
9. Confidentiality
10. Representations and Warranties
11. Indemnification
12. Limitation of Liability
13. Term and Termination
14. Dispute Resolution
15. General Provisions
16. Execution Block

1. DOCUMENT HEADER

ENTERPRISE SOFTWARE AS A SERVICE AGREEMENT

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

PROVIDER:

• Legal Name: [PROVIDER LEGAL NAME]
• Entity Type: [Corporation / LLC / Partnership]
• State of Organization: [STATE]
• Principal Address: [ADDRESS]
• Contact: [NAME] | [EMAIL] | [PHONE]

CUSTOMER:

• Legal Name: [CUSTOMER LEGAL NAME]
• Entity Type: [Corporation / LLC / Partnership]
• State of Organization: [STATE]
• Principal Address: [ADDRESS]
• Contact: [NAME] | [EMAIL] | [PHONE]

(each a "Party" and collectively the "Parties")

Recitals

WHEREAS, Provider operates a software-as-a-service platform providing [DESCRIPTION OF SERVICE]; and

WHEREAS, Customer desires to subscribe to and use such platform subject to the terms and conditions herein;

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties agree as follows:

2. DEFINITIONS

"Affiliate" – Any entity controlling, controlled by, or under common control with a Party, where "control" means ownership of more than 50% of voting interests.

"Authorized Users" – Customer's employees, contractors, and agents authorized to access the Service under this Agreement, up to the number specified in the Order Form.

"Business Day" – Any day other than Saturday, Sunday, or Oregon state holidays.

"Confidential Information" – All non-public information disclosed by either Party, including trade secrets protected under ORS § 646.461 et seq., technical information, business data, and the terms of this Agreement.

"Customer Data" – All data, content, and information uploaded, transmitted, or stored by Customer or Authorized Users in connection with the Service.

"Documentation" – Provider's standard user guides, online help, and technical documentation for the Service.

"Effective Date" – The date specified in the Document Header.

"Fees" – The subscription and other fees set forth in the Order Form.

"Intellectual Property Rights" – Patents, copyrights, trademarks, trade secrets, and all other proprietary rights.

"Order Form" – A written or electronic order document executed by the Parties specifying the Service, Authorized Users, Fees, and Subscription Term.

"Oregon Consumer Privacy Act" or "OCPA" – ORS § 646A.570 et seq., as may be amended.

"Personal Information" – Information that identifies or could identify an individual, including as defined under ORS § 646A.602.

"Service" – The software-as-a-service platform and related services described in the Order Form.

"Service Level Agreement" or "SLA" – The uptime and performance commitments set forth in Exhibit A.

"Subscription Term" – The period during which Customer may access the Service, as specified in the Order Form.

3. LICENSE GRANT AND ACCESS

3.1 License Grant

Subject to Customer's compliance with this Agreement and payment of Fees, Provider grants Customer a non-exclusive, non-transferable, limited right to access and use the Service during the Subscription Term solely for Customer's internal business purposes.

3.2 Authorized Users

Customer may permit Authorized Users to access the Service, up to the number specified in the Order Form. Customer is responsible for:

• Ensuring Authorized Users comply with this Agreement
• Maintaining the confidentiality of login credentials
• All activities occurring under Customer's account

3.3 Usage Restrictions

Customer shall not, and shall not permit any third party to:

• License, sublicense, sell, or transfer the Service
• Modify, adapt, or create derivative works
• Reverse engineer, decompile, or disassemble the Service
• Access the Service to build a competitive product
• Use the Service in violation of applicable law
• Transmit malicious code, viruses, or harmful data
• Interfere with or disrupt the Service or its infrastructure
• Circumvent access controls or security measures

3.4 Acceptable Use

Customer shall use the Service in compliance with Provider's Acceptable Use Policy (Exhibit B) and all applicable laws, including Oregon law.

3.5 Reservation of Rights

Provider reserves all rights not expressly granted. The Service is licensed, not sold. Provider retains all Intellectual Property Rights in the Service.

4. FEES AND PAYMENT

4.1 Fees

Customer shall pay the Fees specified in the Order Form. Unless otherwise stated:

• Fees are quoted in U.S. Dollars
• Annual subscriptions are invoiced annually in advance
• Monthly subscriptions are invoiced monthly in advance

4.2 Taxes

Fees exclude all applicable taxes. Customer shall pay all sales, use, and similar taxes, or provide valid exemption certificates.

4.3 Payment Terms

• Payment Due: Net [30] days from invoice date
• Payment Method: [ACH / Wire / Credit Card / Check]
• Invoices sent to: [BILLING EMAIL]

4.4 Late Payments

Past due amounts bear interest at [1.5]% per month or the maximum rate permitted by Oregon law (ORS § 82.010: 9% per annum unless contracted for a higher rate), whichever is less. Provider may suspend access upon [15] days' notice of non-payment.

4.5 Fee Increases

For renewals, Provider may increase Fees upon [60] days' prior written notice before the start of the renewal term. Increases shall not exceed [X]% per year without Customer's consent.

4.6 Disputed Charges

Customer must dispute any invoice in writing within [30] days of receipt. Customer shall pay undisputed amounts pending resolution.

5. CUSTOMER DATA AND PRIVACY

5.1 Ownership of Customer Data

Customer retains all right, title, and interest in Customer Data. Provider acquires no rights to Customer Data except the limited rights granted herein.

5.2 License to Customer Data

Customer grants Provider a limited license to use, process, and display Customer Data solely to provide the Service and as otherwise permitted under this Agreement.

5.3 Data Security

Provider shall implement and maintain commercially reasonable administrative, technical, and physical safeguards to protect Customer Data, including:

• Encryption of data in transit and at rest
• Access controls and authentication measures
• Regular security assessments
• Employee training on data protection

5.4 Oregon Consumer Privacy Act Compliance

If Provider processes Personal Information of Oregon consumers on Customer's behalf:

(a) Processing Limitations. Provider shall process Personal Information only as instructed by Customer and as necessary to provide the Service.

(b) No Sale of Data. Provider shall not sell Personal Information or use it for targeted advertising without Customer's written consent.

(c) Consumer Rights. Provider shall assist Customer in responding to consumer requests for access, correction, deletion, or data portability under ORS § 646A.578.

(d) Subprocessors. Provider shall ensure any subprocessors are bound by obligations consistent with this Agreement.

(e) Data Protection Assessment. Upon request, Provider shall provide information reasonably necessary for Customer to conduct data protection assessments under ORS § 646A.575.

5.5 Data Breach Notification

In the event of a Security Incident involving Customer Data, Provider shall:

• Notify Customer within [48/72] hours of discovery
• Provide information about the nature and scope of the incident
• Cooperate with Customer's investigation and notification efforts
• Comply with Oregon's Consumer Information Protection Act (ORS § 646A.604), requiring notification within 45 days for Oregon residents

5.6 Data Return and Deletion

Upon termination, Provider shall:

• Make Customer Data available for export in a standard format for [30] days
• Delete Customer Data within [90] days after expiration of the export period, except as required by law or for legitimate backup purposes

5.7 Data Location

Customer Data shall be stored in [GEOGRAPHIC LOCATION]. Provider shall not transfer Customer Data outside the United States without Customer's prior written consent.

6. SERVICE LEVELS

6.1 Uptime Commitment

Provider commits to the uptime percentage specified in the SLA (Exhibit A). "Uptime" means the Service is available and functioning materially in accordance with the Documentation.

6.2 Exclusions

Uptime excludes:

• Scheduled maintenance (with at least [48/72] hours' notice)
• Emergency maintenance necessary for security or stability
• Downtime caused by Customer or third parties
• Force majeure events

6.3 Service Credits

If Provider fails to meet the Uptime commitment, Customer is entitled to Service Credits as specified in the SLA. Service Credits are Customer's sole remedy for downtime.

6.4 Reporting

Provider shall provide monthly uptime reports via the customer portal or upon request.

7. SUPPORT AND MAINTENANCE

7.1 Support Services

Provider shall provide technical support as described in the Support Policy (Exhibit C), including:

• Help desk access during Business Hours (or 24/7 for Enterprise tier)
• Response times based on issue severity
• Online documentation and knowledge base

7.2 Updates and Upgrades

Provider shall provide bug fixes, security patches, and feature updates as part of the subscription at no additional charge. Provider may discontinue features upon [90] days' notice.

7.3 Training

☐ Standard: Online documentation and webinars included
☐ Premium: [X] hours of live training included
☐ Enterprise: Customized training program available (separate SOW)

8. INTELLECTUAL PROPERTY

8.1 Provider IP

Provider owns all Intellectual Property Rights in the Service, Documentation, and any improvements, modifications, or derivative works thereof. Customer feedback and suggestions may be incorporated without compensation.

8.2 Customer IP

Customer owns all Intellectual Property Rights in Customer Data and any materials provided by Customer.

8.3 Customizations

Any customizations developed specifically for Customer under a separate statement of work shall be owned as specified in that SOW.

8.4 Trademark License

Each Party grants the other a limited license to use its name and logo solely to identify the relationship. Such use shall comply with the trademark owner's guidelines.

9. CONFIDENTIALITY

9.1 Obligations

Each Party shall:

• Protect Confidential Information using at least the same degree of care as its own (but not less than reasonable care)
• Use Confidential Information only for purposes of this Agreement
• Disclose only to employees, contractors, and advisors with a need to know who are bound by confidentiality obligations

9.2 Trade Secrets

Confidential Information that qualifies as a trade secret under the Oregon Trade Secrets Act (ORS § 646.461 et seq.) shall be protected for as long as it remains a trade secret.

9.3 Exclusions

Confidential Information does not include information that:

• Is or becomes publicly available without breach
• Was known to the receiving Party before disclosure
• Is independently developed without use of Confidential Information
• Is rightfully obtained from a third party without restriction

9.4 Required Disclosures

If legally compelled to disclose Confidential Information, the receiving Party shall provide prompt notice (where permitted) and cooperate with protective measures.

9.5 Survival

Confidentiality obligations survive termination for [5] years, except for trade secrets.

10. REPRESENTATIONS AND WARRANTIES

10.1 Mutual Representations

Each Party represents and warrants that:

• It has full power and authority to enter into this Agreement
• Execution does not violate any other agreement or applicable law
• It is duly organized and in good standing

10.2 Provider Warranties

Provider warrants that during the Subscription Term:

• The Service will perform materially in accordance with the Documentation
• The Service will comply with all applicable laws, including Oregon law
• Provider has the right to grant the licenses herein
• The Service will not contain malicious code introduced by Provider

10.3 Warranty Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, PROVIDER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. PROVIDER DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE.

11. INDEMNIFICATION

11.1 Provider Indemnification

Provider shall indemnify, defend, and hold harmless Customer from third-party claims alleging that Customer's permitted use of the Service infringes a valid patent, copyright, or trademark, or misappropriates a trade secret.

Exclusions: Provider has no obligation for claims arising from:

• Modifications by Customer
• Combination with non-Provider products
• Use in violation of this Agreement
• Customer's specifications

Remedies: If an infringement claim occurs, Provider may:

• Obtain the right for Customer to continue using the Service
• Modify the Service to be non-infringing
• Replace the Service with a functional equivalent
• Terminate the affected Service and refund prepaid Fees

11.2 Customer Indemnification

Customer shall indemnify, defend, and hold harmless Provider from claims arising from:

• Customer Data
• Customer's violation of applicable law
• Customer's breach of this Agreement

11.3 Indemnification Procedures

The indemnified Party shall: (a) provide prompt notice; (b) grant sole control of defense and settlement; and (c) provide reasonable cooperation.

12. LIMITATION OF LIABILITY

12.1 Exclusion of Consequential Damages

EXCEPT FOR (A) BREACHES OF CONFIDENTIALITY, (B) INDEMNIFICATION OBLIGATIONS, (C) CUSTOMER'S PAYMENT OBLIGATIONS, AND (D) GROSS NEGLIGENCE OR WILLFUL MISCONDUCT:

NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION, REGARDLESS OF THE THEORY OF LIABILITY.

12.2 Liability Cap

EXCEPT FOR THE CARVE-OUTS IN SECTION 12.1, EACH PARTY'S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED:

☐ 12-Month Cap: The total Fees paid or payable during the 12-month period preceding the claim; OR

☐ 24-Month Cap: The total Fees paid or payable during the 24-month period preceding the claim; OR

☐ Fixed Amount: $[AMOUNT]

12.3 Essential Basis

The Parties acknowledge that these limitations reflect an informed allocation of risk and are essential to the Agreement.

13. TERM AND TERMINATION

13.1 Subscription Term

The initial Subscription Term is specified in the Order Form. The Agreement automatically renews for successive [1]-year periods unless either Party provides written notice of non-renewal at least [60/90] days before the end of the then-current term.

13.2 Termination for Cause

Either Party may terminate this Agreement upon [30] days' written notice if the other Party:

• Materially breaches and fails to cure within the notice period
• Becomes insolvent or files for bankruptcy
• Ceases business operations

13.3 Termination for Convenience

Customer may terminate for convenience upon [90] days' written notice. No refund of prepaid Fees unless otherwise specified in the Order Form.

13.4 Effect of Termination

Upon termination:

• Customer's access to the Service shall cease
• Customer shall pay all Fees due through the termination date
• Each Party shall return or destroy the other's Confidential Information
• Sections 2, 5.6, 8, 9, 10.3, 11, 12, and 15 survive termination

13.5 Data Export

Customer may export Customer Data during the [30]-day period following termination. Provider shall cooperate reasonably with data export requests.

14. DISPUTE RESOLUTION

14.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Oregon, without regard to conflict of laws principles.

14.2 Venue

Exclusive venue for any dispute shall be the state or federal courts located in [Multnomah County / Marion County], Oregon. Each Party consents to personal jurisdiction in such courts.

14.3 Negotiation

Before initiating formal proceedings, the Parties shall attempt good-faith negotiation for at least [30] days.

14.4 Optional Arbitration

☐ Arbitration Elected: Disputes shall be resolved by binding arbitration under [JAMS / AAA] Commercial Arbitration Rules, by a single arbitrator in Portland, Oregon. Judgment on the award may be entered in any court of competent jurisdiction.

☐ Litigation Elected: Disputes shall be resolved in the courts specified in Section 14.2.

14.5 Jury Waiver

TO THE FULLEST EXTENT PERMITTED BY OREGON LAW, EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT.

Party Initials: Provider _______ Customer _______

14.6 Injunctive Relief

Either Party may seek injunctive relief from any court of competent jurisdiction to protect its Intellectual Property Rights or Confidential Information.

15. GENERAL PROVISIONS

15.1 Entire Agreement

This Agreement, including all Order Forms and Exhibits, constitutes the entire agreement and supersedes all prior negotiations and agreements.

15.2 Amendment

This Agreement may be amended only in writing signed by both Parties. Provider may update the Acceptable Use Policy upon [30] days' notice.

15.3 Notices

All notices shall be in writing and delivered by personal delivery, overnight courier, certified mail, or email (with confirmation) to the addresses in Section 1.

15.4 Assignment

Neither Party may assign this Agreement without the other's written consent, except to an Affiliate or successor in a merger or acquisition. Any unauthorized assignment is void.

15.5 Independent Contractors

The Parties are independent contractors. Nothing creates an employment, partnership, or agency relationship.

15.6 Force Majeure

Neither Party is liable for delays due to events beyond its reasonable control, provided prompt notice is given.

15.7 Severability

If any provision is held invalid, the remaining provisions remain in full force, and the invalid provision shall be reformed to the minimum extent necessary.

15.8 Waiver

No waiver is effective unless in writing. Failure to enforce any provision does not waive the right to enforce it later.

15.9 Electronic Signatures

This Agreement may be executed electronically pursuant to the Oregon Uniform Electronic Transactions Act (ORS § 84.001 et seq.).

15.10 Counterparts

This Agreement may be executed in counterparts, each of which is an original.

16. EXECUTION BLOCK

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

JURY WAIVER ACKNOWLEDGMENT:

| Provider Initials: _______ | Customer Initials: _______ |

EXHIBIT A – SERVICE LEVEL AGREEMENT

Uptime Commitment

Customer's Tier: [TIER]

Uptime Calculation

Uptime % = ((Total Minutes – Downtime Minutes) / Total Minutes) × 100

Service Credit Request

Customer must request Service Credits within [30] days of the affected month by emailing [[email protected]] with dates and times of downtime.

Maximum Credits

Maximum Service Credits per month: [100]% of monthly Fees.

EXHIBIT B – ACCEPTABLE USE POLICY

Customer agrees not to:

1. Use the Service for illegal purposes or to violate any law
2. Transmit malware, viruses, or harmful code
3. Attempt to gain unauthorized access to any system
4. Interfere with or disrupt the Service
5. Use the Service to send spam or unsolicited communications
6. Violate any third-party rights, including privacy or intellectual property
7. Engage in cryptomining or other resource-intensive non-permitted activities
8. Sublicense or resell access to the Service

Violations may result in suspension or termination.

EXHIBIT C – SUPPORT POLICY

Support Channels

Response Times

EXHIBIT D – ORDER FORM

Order Form #[NUMBER]

END OF AGREEMENT