SOFTWARE AS A SERVICE AGREEMENT (SMB)
STATE OF ALABAMA
TABLE OF CONTENTS
- Parties and Order
- Access Rights and Restrictions
- Service Levels and Support
- Customer Obligations
- Fees and Payment
- Data Protection
- Intellectual Property
- Confidentiality
- Warranties and Disclaimers
- Indemnities
- Limitations of Liability
- Term and Termination
- Governing Law
- Miscellaneous
- Signatures
- Attachments
1. PARTIES AND ORDER
This Agreement is entered into as of [EFFECTIVE DATE] by and between:
Provider: [PROVIDER LEGAL NAME] ("Provider")
Customer: [CUSTOMER LEGAL NAME] ("Customer")
2. ACCESS RIGHTS AND RESTRICTIONS
2.1 License. Non-exclusive, non-transferable access to SaaS per Order Form.
2.2 Restrictions. No resale, reverse engineering, or circumvention.
3. SERVICE LEVELS AND SUPPORT
3.1 Uptime. [99.5]% monthly per SLA Policy.
3.2 Support. Per Support Policy.
4. CUSTOMER OBLIGATIONS
4.1 Account Security. Maintain credentials securely.
4.2 Acceptable Use. Comply with AUP and laws.
5. FEES AND PAYMENT
5.1 Fees. Per Order Form.
5.2 Payment. Net [30] days.
5.3 Late Payment. [1.5]%/month or Alabama legal maximum.
6. DATA PROTECTION
6.1 Security. Per Security Addendum.
6.2 Alabama Breach Notification. Compliance with Ala. Code § 8-38-1 et seq.
7. INTELLECTUAL PROPERTY
7.1 Provider IP. Provider owns SaaS.
7.2 Customer Data. Customer retains rights.
8. CONFIDENTIALITY
8.1 Obligations. Standard confidentiality; [3]-year survival.
8.2 Trade Secrets. Alabama Trade Secrets Act applies.
9. WARRANTIES AND DISCLAIMERS
9.1 Warranties. Material conformance; professional services; no malware.
9.2 Disclaimer. AS IS EXCEPT AS STATED.
10. INDEMNITIES
10.1 Provider. IP infringement by SaaS.
10.2 Customer. Customer Data and AUP violations.
11. LIMITATIONS OF LIABILITY
11.1 Cap. [12] months' fees.
11.2 Exclusions. No consequential damages.
12. TERM AND TERMINATION
12.1 Term. Per Order Form; auto-renewal.
12.2 Termination. Material breach uncured [30] days.
12.3 Effect. Data export [30] days, then deletion.
13. GOVERNING LAW
13.1 Law. Alabama law.
13.2 Venue. Alabama state or federal courts.
13.3 Jury Waiver. WAIVED TO EXTENT PERMITTED.
14. MISCELLANEOUS
14.1 Assignment. No assignment without consent.
14.2 Electronic Signatures. Valid under Alabama UETA.
15. SIGNATURES
PROVIDER:
Signature: _________________ Name: _________________ Title: _________________ Date: _________________
CUSTOMER:
Signature: _________________ Name: _________________ Title: _________________ Date: _________________
16. ATTACHMENTS
- Attachment A: Order Form
- Attachment B: SLA
- Attachment C: Support Policy
- Attachment D: DPA / Security Addendum
- Attachment E: Acceptable Use Policy