SaaS Agreement - SMB (Alaska)
SOFTWARE AS A SERVICE AGREEMENT (SMB)
STATE OF ALASKA
TABLE OF CONTENTS
- Parties and Order
- Access Rights and Restrictions
- Service Levels and Support
- Customer Obligations
- Fees and Payment
- Data Protection and Security
- Intellectual Property and Feedback
- Confidentiality
- Warranties and Disclaimers
- Indemnities
- Limitations of Liability
- Term, Suspension, and Termination
- Beta/Free Trials
- Compliance (AUP, Export, Sanctions, Anti-Corruption)
- Governing Law and Dispute Resolution
- Miscellaneous
- Signatures
- 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 interest at [1.5]% per month or maximum permitted under Alaska law (AS 45.45.010), whichever is less.
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.
6.3 DPA. The DPA (Attachment D) governs Personal Data processing.
6.4 Alaska Privacy. Provider complies with Alaska Personal Information Protection Act (AS 45.48.010 et seq.) regarding breach notification.
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.
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 embargoed countries or by sanctioned parties.
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. Exclusive jurisdiction in state or federal courts in Anchorage, Alaska.
15.3 Escalation. Good-faith executive escalation before formal proceedings.
15.4 JURY WAIVER. TO THE FULLEST EXTENT PERMITTED BY ALASKA LAW, EACH PARTY WAIVES ANY RIGHT TO JURY TRIAL.
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. Valid under Alaska UETA (AS 09.80) and E-SIGN Act.
17. SIGNATURES
PROVIDER:
| Signature | _________________________________ |
| Printed Name | _________________________________ |
| Title | _________________________________ |
| Date | _________________________________ |
CUSTOMER:
| Signature | _________________________________ |
| Printed Name | _________________________________ |
| Title | _________________________________ |
| Date | _________________________________ |
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
About This Template
A contract is a written record of what two or more parties agreed to and what happens if someone does not follow through. Clear language, defined terms, and clean signature blocks keep disputes small and enforceable. The most common mistakes in contracts come from vague promises, missing details about timing or payment, and skipping standard protective clauses like governing law and dispute resolution.
Important Notice
This template is provided for informational purposes. It is not legal advice. We recommend having an attorney review any legal document before signing, especially for high-value or complex matters.
Last updated: July 2026
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