SaaS Agreement - SMB (Alaska)

SOFTWARE AS A SERVICE AGREEMENT (SMB)

STATE OF ALASKA

TABLE OF CONTENTS

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

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 frame the SaaS;
(b) Disclose benchmarking results without consent;
(c) Reverse engineer or decompile the SaaS;
(d) Circumvent technical limits;
(e) Allow competitor access where legally permissible to restrict.

2.3 User Responsibility. Customer is responsible for Users' compliance.

3. SERVICE LEVELS AND SUPPORT

3.1 Uptime Target. [99.5]% monthly uptime, excluding scheduled maintenance and force majeure.

3.2 SLA Credits. SLA credits are Customer's sole remedy for SLA failures unless chronic failure triggers termination right.

3.3 Support. Support hours, channels, and response times per Support Policy (Attachment C).

4. CUSTOMER OBLIGATIONS

4.1 Account Information. Customer shall provide accurate account information and maintain credential security.

4.2 Acceptable Use. Customer shall comply with the AUP and ensure lawful content.

4.3 Security. Customer shall configure settings securely and notify Provider of security incidents.

4.4 Cooperation. Customer shall cooperate with support and investigations.

5. FEES AND PAYMENT

5.1 Fees. Subscription, usage, and tax per the Order Form.

5.2 Invoicing. Invoices per Order; payment due within [30] days.

5.3 Late Payment. Overdue amounts accrue simple interest at the lesser of [1.5]% per month and the maximum rate applicable under AS 45.45.010. State the annualized rate and confirm whether AS 45.45.010(b)'s principal-amount exemption or variable cap applies.

5.4 Suspension. Provider may suspend for non-payment after [10] days' notice; restoration upon cure.

5.5 Renewal Pricing. [Describe uplift or "same rates unless 60-day notice"].

6. DATA PROTECTION AND SECURITY

6.1 Security Safeguards. Provider maintains security per the Security Addendum.

6.2 Incident Notice. Provider notifies Customer of confirmed security incidents within [72] hours as a contractual service level. If Provider is an "information recipient" and Customer is the "information distributor" for affected Alaska personal information, Provider shall give the immediate upstream notice and cooperation required by AS 45.48.070(a).

6.3 DPA. The DPA (Attachment D) governs Personal Data processing.

6.4 Alaska Privacy. The DPA shall first determine whether affected data meets AS 45.48.090's combination-based definition of Alaska "personal information." For covered data, it shall identify which party owns or licenses the information, identify any information recipient, allocate resident and consumer-reporting-agency notifications under AS 45.48.010-.040, preserve the recipient's immediate upstream notice and cooperation duties under AS 45.48.070, and avoid any waiver barred by AS 45.48.060.

6.5 Data Export/Deletion. Per Section 12 and DPA.

7. INTELLECTUAL PROPERTY AND FEEDBACK

7.1 Provider IP. Provider retains IP in the SaaS and materials.

7.2 Customer IP. Customer retains IP in Customer Data.

7.3 Usage Data. Provider may use aggregated/anonymized data for improvement.

7.4 Feedback. Feedback licensed to Provider royalty-free.

8. CONFIDENTIALITY

8.1 Obligations. Mutual confidentiality with standard exclusions.

8.2 Duration. [3] years post-termination, except that information qualifying as a trade secret under AS 45.50.940 remains protected for as long as it continues to qualify.

8.3 Trade Secrets. Protected under Alaska UTSA (AS 45.50.910-45.50.945).

9. WARRANTIES AND DISCLAIMERS

9.1 Warranties. Provider warrants:
(a) SaaS materially conforms to documentation;
(b) Services performed professionally;
(c) No malware at delivery.

9.2 Disclaimers. TO THE EXTENT PERMITTED BY ALASKA LAW, SaaS IS OTHERWISE PROVIDED "AS IS"; NO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT BEYOND STATED WARRANTIES.

10. INDEMNITIES

10.1 Provider Indemnity. Provider indemnifies Customer against third-party IP infringement claims based on the SaaS (excluding Customer Data, configurations, or combinations).

10.2 Customer Indemnity. Customer indemnifies Provider against claims from Customer Data, AUP violations, or breach.

10.3 Procedure. Prompt notice, defense control, cooperation required. Settlements need consent.

11. LIMITATIONS OF LIABILITY

11.1 Cap. Total liability limited to fees paid/payable in the [12] months before the claim.

11.2 Exclusions. NO CONSEQUENTIAL, INDIRECT, OR PUNITIVE DAMAGES (lost profits, revenue, data).

11.3 Carve-Outs. Limitations do not apply to IP indemnity, confidentiality breach, willful misconduct.

11.4 Alaska Law. Limitations apply to fullest extent permitted by Alaska law.

12. TERM, SUSPENSION, AND TERMINATION

12.1 Term. Per Order Form; auto-renews unless notice [30/60] days prior.

12.2 Suspension. For AUP violations, security threats, or non-payment after notice.

12.3 Termination for Breach. Material breach uncured within [30] days; insolvency.

12.4 Effect. Customer pays accrued fees; data export for [30] days then deletion per DPA.

13. BETA/FREE TRIALS

13.1 Terms. Beta and free trials provided "as is" without SLA, indemnity, or support.

13.2 Termination. May be suspended or terminated at any time.

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

14.1 AUP. Customer complies with AUP (Attachment E).

14.2 Export/Sanctions. No use in a manner prohibited by U.S. export controls or sanctions applicable to the parties, users, destination, or transaction.

14.3 Anti-Corruption. No facilitation payments; accurate records.

15. GOVERNING LAW AND DISPUTE RESOLUTION

15.1 Governing Law. Laws of the State of Alaska, without conflict of laws principles.

15.2 Venue. ☐ If selected after Alaska counsel reviews personal jurisdiction, subject-matter jurisdiction, and forum enforceability, exclusive jurisdiction and venue shall lie in state or federal courts in Anchorage, Alaska.

15.3 Escalation. Good-faith executive escalation before formal proceedings.

15.4 JURY PROVISION. ☐ Include a jury-trial waiver only if Alaska counsel confirms that the proposed language and execution circumstances are enforceable for the parties and claims at issue. If selected, insert the reviewed waiver here: [COUNSEL-APPROVED LANGUAGE].

16. MISCELLANEOUS

16.1 Assignment. No assignment without consent except to affiliates/successors.

16.2 Subcontracting. Provider may subcontract with responsibility retained.

16.3 Notices. Written to Order Form addresses.

16.4 Force Majeure. No liability for events beyond reasonable control.

16.5 Order of Precedence. Order Form > DPA/Security > Main Agreement > SLA/Support > AUP.

16.6 Amendments. In writing only.

16.7 Severability. Invalid provisions severed.

16.8 Entire Agreement. Complete agreement with attachments.

16.9 Electronic Signatures. The parties agree to conduct this transaction electronically. Under AS 09.80.020 and .040 and 15 U.S.C. § 7001, a covered record, signature, or contract may not be denied legal effect solely because it is electronic. This clause does not override consent, retention, delivery-method, excluded-transaction, or other substantive requirements.

17. SIGNATURES

PROVIDER:

CUSTOMER:

18. ATTACHMENTS

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

SOURCES AND REFERENCES

• AS 45.45.010 — legal and contract interest rates
• AS 45.48.010-.090 — breach notification and information-recipient duties
• AS 45.50.910-.945 — Alaska Uniform Trade Secrets Act
• AS 09.80.010-.195 — Alaska Uniform Electronic Transactions Act
• 15 U.S.C. § 7001 — electronic signatures and records