SaaS Agreement (SMB) - California

SAAS SUBSCRIPTION AGREEMENT — SMALL AND MEDIUM BUSINESS (CALIFORNIA)

Agreement Number: [________________________________]
Effective Date: [__/__/____]

TABLE OF CONTENTS

1. Parties
2. Definitions
3. License Grant and Access
4. Service Description
5. Fees and Payment
6. Free Trial
7. Customer Data and Privacy
8. Intellectual Property
9. Confidentiality
10. Warranties and Disclaimers
11. Limitation of Liability
12. Term and Auto-Renewal
13. Termination
14. California-Specific Provisions
15. General Provisions
16. Signatures
17. Order Form

1. PARTIES

Provider ("Provider" or "Company"):
Name: [________________________________]
Address: [________________________________]
City, State, ZIP: [________________________________]
California SOS Entity Number: [________________________________]
Contact Person: [________________________________]
Email: [________________________________]
Phone: [________________________________]

Customer ("Customer" or "Subscriber"):
Name: [________________________________]
Address: [________________________________]
City, State, ZIP: [________________________________]
California SOS Entity Number (if applicable): [________________________________]
Contact Person: [________________________________]
Email: [________________________________]
Phone: [________________________________]

2. DEFINITIONS

2.1 "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.

2.2 "Authorized Users" means the individuals authorized by Customer to access and use the Service, not to exceed the number in the Order Form.

2.3 "Business Purpose" has the meaning set forth in Cal. Civ. Code § 1798.140(e) (CCPA/CPRA).

2.4 "Confidential Information" means all non-public information disclosed by one party to the other that is designated as confidential or reasonably should be understood to be confidential.

2.5 "Consumer" has the meaning set forth in Cal. Civ. Code § 1798.140(i) (CCPA/CPRA).

2.6 "Customer Data" means all data submitted, uploaded, or transmitted to the Service by Customer or its Authorized Users.

2.7 "Documentation" means the user guides, online help, and other materials provided regarding the Service.

2.8 "Effective Date" means the date set forth above or the Order Form execution date, whichever is earlier.

2.9 "Fees" means the amounts payable by Customer as specified in the Order Form.

2.10 "Free Trial Period" means the period Customer may use the Service at no charge, per Section 6.

2.11 "Initial Term" means the initial subscription period specified in the Order Form.

2.12 "Intellectual Property Rights" means all patents, copyrights, trademarks, trade secrets, and other IP rights worldwide.

2.13 "Order Form" means the ordering document in Section 17.

2.14 "Personal Information" has the meaning set forth in Cal. Civ. Code § 1798.140(v) (CCPA/CPRA).

2.15 "Renewal Term" means each successive subscription period following the Initial Term.

2.16 "Service" means the cloud-based software application(s) specified in the Order Form.

2.17 "Service Provider" (as used in CCPA context) has the meaning set forth in Cal. Civ. Code § 1798.140(ag).

2.18 "Subscription Term" means the Initial Term together with any Renewal Terms.

2.19 "Usage Data" means anonymized, aggregated data derived from Customer's use that cannot identify Customer or any individual.

3. LICENSE GRANT AND ACCESS

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

3.2 Authorized Users. Customer may permit Authorized Users to access the Service up to the number in the Order Form. Customer is responsible for all activity under its account.

3.3 Restrictions. Customer shall not:

(a) Copy, modify, or create derivative works of the Service;
(b) Reverse engineer, disassemble, or decompile the Service;
(c) Sublicense, sell, lease, or transfer access;
(d) Use the Service to develop a competing product;
(e) Circumvent technical limitations or access controls;
(f) Use the Service in violation of applicable law; or
(g) Transmit malicious code through the Service.

3.4 Account Security. Customer shall maintain credential confidentiality, use commercially reasonable security measures, and notify Provider promptly of unauthorized access.

4. SERVICE DESCRIPTION

4.1 Service. Provider shall make the Service available per this Agreement and the Documentation.

4.2 Updates. Provider may update the Service from time to time and shall notify Customer of material changes. Provider shall not materially diminish core functionality during the Subscription Term.

4.3 Support.

☐ Email support during business hours (Pacific Time)
☐ Phone support during business hours
☐ 24/7 support
☐ Chat support
☐ Other: [________________________________]

4.4 Availability. Provider shall maintain [____]% uptime monthly, excluding scheduled maintenance.

4.5 Maintenance. Provider shall give at least [____] hours' notice of scheduled maintenance.

5. FEES AND PAYMENT

5.1 Subscription Fees.

☐ Monthly: $[________________________________] per month
☐ Annual: $[________________________________] per year (billed ☐ monthly ☐ annually ☐ quarterly)
☐ Per-User: $[________________________________] per user per month/year
☐ Tiered: Per pricing schedule in Order Form

5.2 Payment Terms. Fees due within [____] days of invoice. All amounts in U.S. dollars.

5.3 Payment Methods. ☐ Credit card ☐ ACH ☐ Check ☐ Wire transfer ☐ Other: [________________________________]

5.4 Late Payment. Overdue amounts bear interest at [____]% per month or the maximum under California law (Cal. Civ. Code § 3289), whichever is less. Provider may suspend access after [____] days of non-payment upon [____] days' notice.

5.5 Taxes. Fees exclude taxes. Customer is responsible for applicable taxes except taxes on Provider's net income. SaaS that is accessed remotely without the transfer of tangible personal property is generally not subject to California sales or use tax per California Department of Tax and Fee Administration (CDTFA) guidance. If the Service involves delivery of canned software on tangible media or a permanent download, California sales tax may apply under Cal. Rev. & Tax. Code § 6006. The parties should consult with tax counsel to confirm treatment.

5.6 Price Increases. Provider may increase Fees for Renewal Terms upon at least [____] days' notice. Increases shall not exceed [____]% per term.

6. FREE TRIAL

6.1 Trial Period. If indicated in the Order Form, Customer may use the Service free for [____] days.

6.2 Trial Scope. During the Free Trial: ☐ all features ☐ limited features; [____] users; [____] GB storage.

6.3 Conversion.

☐ Auto-Conversion: Account converts to paid subscription unless Customer cancels before trial expires. CALIFORNIA AUTO-RENEWAL NOTICE: Pursuant to Cal. Bus. & Prof. Code § 17602, Provider must: (i) present the automatic renewal terms in a clear and conspicuous manner before the subscription is fulfilled; (ii) obtain Customer's affirmative consent to the automatic renewal terms; and (iii) provide an acknowledgment that includes the automatic renewal terms, cancellation policy, and information regarding how to cancel. Effective July 1, 2025, Provider must allow cancellation "in the same medium" used to enroll.
☐ Manual Conversion: Service deactivates unless Customer affirmatively subscribes.

6.4 Trial Data. If not converted, Customer Data retained for [____] days, then deleted.

6.5 Trial Disclaimer. THE SERVICE DURING THE FREE TRIAL IS PROVIDED "AS IS" WITHOUT WARRANTY.

7. CUSTOMER DATA AND PRIVACY

7.1 Ownership. Customer retains all rights in Customer Data.

7.2 License. Customer grants Provider a limited license to process Customer Data solely to provide the Service.

7.3 Data Security. Provider shall implement reasonable safeguards including:

(a) Encryption in transit (TLS 1.2+) and at rest (AES-256+);
(b) Access controls and authentication;
(c) Regular security assessments;
(d) Incident response procedures; and
(e) Employee training.

7.4 Data Breach Notification. Provider shall notify Customer within [____] hours of a confirmed breach, but in no event later than thirty (30) calendar days after discovery, consistent with Cal. Civ. Code § 1798.82 as amended by SB-446 (effective January 1, 2026). If the breach involves Personal Information of California residents, Provider shall assist Customer in meeting California's breach notification requirements, including notification to the California Attorney General if more than 500 California residents are affected.

7.5 CCPA/CPRA Compliance. If Provider processes Personal Information of California consumers as a "Service Provider" (Cal. Civ. Code § 1798.140(ag)):

(a) Provider shall process Personal Information only for the Business Purposes specified in this Agreement;
(b) Provider shall not sell or share Personal Information (Cal. Civ. Code § 1798.140(ad), (ah));
(c) Provider shall not retain, use, or disclose Personal Information for any purpose other than performing the Service;
(d) Provider shall not combine Personal Information with data from other sources except as permitted;
(e) Provider shall cooperate with Customer in responding to consumer rights requests (access, deletion, correction, portability) under Cal. Civ. Code §§ 1798.100-1798.125;
(f) Provider shall notify Customer if it determines it can no longer meet its CCPA/CPRA obligations;
(g) Provider shall permit Customer to monitor compliance and assist with audits; and
(h) Provider certifies that it understands the restrictions in this Section and shall comply.

7.6 Data Location. Customer Data stored in: ☐ United States ☐ California ☐ Customer's choice ☐ Other: [________________________________].

7.7 Data Return and Deletion. Upon termination, Provider makes data available for export for [____] days, then deletes within [____] days.

7.8 Usage Data. Provider may use anonymized, aggregated Usage Data for product improvement.

8. INTELLECTUAL PROPERTY

8.1 Provider IP. Provider retains all IP rights in the Service and Documentation.

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

8.3 Feedback. Customer grants Provider a perpetual, royalty-free license to use Feedback.

8.4 IP Indemnification. Provider shall defend Customer against claims the Service infringes third-party IP rights, subject to prompt notice and sole control of defense.

9. CONFIDENTIALITY

9.1 Obligations. Each party shall protect Confidential Information using reasonable care and use it only for this Agreement's purposes.

9.2 Exclusions. Information that is public, previously known, independently developed, or lawfully received from third parties.

9.3 Compelled Disclosure. Permitted if required by law with prompt notice.

9.4 Trade Secrets. Provider's source code and algorithms are Confidential Information. Under the California Uniform Trade Secrets Act (Cal. Civ. Code § 3426 et seq.) and the Defend Trade Secrets Act (18 U.S.C. § 1836), misappropriation may result in injunctive relief and damages.

9.5 Return of Materials. Upon termination, return or destroy all Confidential Information.

10. WARRANTIES AND DISCLAIMERS

10.1 Provider Warranties. Provider warrants that: (a) the Service performs substantially per Documentation; (b) Provider has authority to grant the rights herein; (c) the Service complies with applicable laws; and (d) support is professional.

10.2 Customer Warranties. Customer warrants authority, non-infringement of Customer Data, and legal compliance.

10.3 Remedy. If the Service fails warranty, Provider shall correct within [____] days or Customer may terminate and receive a pro-rata refund.

10.4 DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICE IS PROVIDED "AS IS." PROVIDER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, CONSISTENT WITH CAL. COM. CODE §§ 2316 AND 2719.

11. LIMITATION OF LIABILITY

11.1 Exclusion of Consequential Damages. EXCEPT FOR BREACHES OF SECTIONS 3.3, 9, IP INDEMNIFICATION, OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.

11.2 Cap. EACH PARTY'S TOTAL LIABILITY SHALL NOT EXCEED:

☐ Fees paid during the [____] months preceding the claim
☐ $[________________________________]

11.3 California Consumer Protection. Nothing in this Section limits liability for personal injury caused by negligence (Cal. Civ. Code § 1668) or fraud. California law prohibits contractual exculpation from liability for fraud, willful injury, or violation of law.

12. TERM AND AUTO-RENEWAL

12.1 Initial Term. Commences on the Effective Date for the period in the Order Form.

12.2 Auto-Renewal. Unless either party provides written notice of non-renewal at least [____] days before the end of the current term, this Agreement renews for:

☐ Same duration as Initial Term
☐ One (1) month
☐ One (1) year
☐ Other: [________________________________]

12.3 CALIFORNIA AUTO-RENEWAL COMPLIANCE (Cal. Bus. & Prof. Code §§ 17600-17606).

Provider represents and warrants that it shall comply with all requirements of the California Automatic Renewal Law, including the July 1, 2025 amendments, as follows:

(a) Clear and Conspicuous Disclosure: Provider shall present the automatic renewal or continuous service offer terms in a clear and conspicuous manner before the subscription or purchasing agreement is fulfilled, including:

• The length of each renewal period;
• The cancellation policy;
• The amount of the recurring charge or the method of determining the charge;

(b) Affirmative Consent: Provider shall obtain the Customer's affirmative consent to the automatic renewal terms, separately from any other portion of the transaction;

(c) Express Affirmative Consent: Provider shall obtain the Customer's express affirmative consent to the agreement, which must be documented and retained for three years or one year after termination, whichever is longer;

(d) Acknowledgment: Provider shall provide an acknowledgment that includes the automatic renewal terms, cancellation policy, and information on how to cancel in a manner that is capable of being retained by the Customer;

(e) Easy Cancellation: Provider shall allow cancellation "in the same medium" in which Customer enrolled or "in the same medium in which the Customer is accustomed to interacting with the business." If enrolled online, online cancellation must be available;

(f) Free-to-Pay Conversions: If the subscription includes a free trial that converts to a paid subscription, Provider must comply with the same disclosure, consent, and cancellation requirements;

(g) Reminder Notices: Provider shall send a reminder notice before the renewal date as required by applicable law; and

(h) Noncompliance Consequences: Failure to comply may render the automatic renewal provision void and unenforceable, and may subject Provider to liability under Cal. Bus. & Prof. Code § 17200 (Unfair Competition Law).

13. TERMINATION

13.1 For Cause. Either party may terminate if the other materially breaches and fails to cure within [____] days of notice, or becomes insolvent.

13.2 For Convenience. Customer may terminate upon [____] days' notice. Refund: ☐ pro-rata ☐ none ☐ other: [________________________________].

13.3 Suspension. Provider may suspend for security risks, potential liability, non-payment, or legal requirements.

13.4 Effect. Upon termination: rights cease, data export per Section 7.7, confidential information returned. Surviving sections: 2, 7, 8, 9, 10.4, 11, 14, 15.

14. CALIFORNIA-SPECIFIC PROVISIONS

14.1 Governing Law. This Agreement shall be governed by the laws of the State of California without regard to conflict-of-laws principles. All disputes shall be subject to the exclusive jurisdiction of the state and federal courts located in [________________________________] County, California.

14.2 Attorney Fees. Pursuant to Cal. Civ. Code § 1717, in any action to enforce this Agreement, the prevailing party shall recover reasonable attorney fees.

14.3 CCPA/CPRA Data Processing Addendum. The parties acknowledge that Cal. Civ. Code § 1798.100 et seq. imposes obligations on businesses and service providers regarding Personal Information of California consumers. The CCPA/CPRA compliance provisions in Section 7.5 constitute the required service provider agreement. A separate DPA is ☐ attached ☐ available at: [________________________________].

14.4 Unfair Competition. Neither party shall engage in practices violating Cal. Bus. & Prof. Code § 17200.

14.5 Cal. Civ. Code § 1668. The parties acknowledge that Cal. Civ. Code § 1668 renders void any contract that exempts a party from responsibility for fraud, willful injury, or violation of law. Nothing in this Agreement is intended to violate this provision.

14.6 Data Breach Liability. Under Cal. Civ. Code § 1798.150, a consumer whose nonencrypted and nonredacted Personal Information is subject to unauthorized access may bring a civil action. Provider shall implement reasonable security procedures and practices to minimize breach risk.

14.7 California Electronic Transactions. This Agreement may be executed electronically pursuant to the Uniform Electronic Transactions Act (Cal. Civ. Code § 1633.1 et seq.).

15. GENERAL PROVISIONS

15.1 Entire Agreement. This Agreement and all Order Forms constitute the entire agreement.

15.2 Amendments. Written instrument signed by both parties only.

15.3 Assignment. No assignment without consent, except in merger/acquisition.

15.4 Force Majeure. Neither party liable for delays beyond reasonable control, including natural disasters, earthquakes, wildfires, government actions, or infrastructure failures.

15.5 Notices. Written to addresses above by ☐ certified mail ☐ courier ☐ email with confirmation.

15.6 Severability. Invalid provisions modified to minimum extent; remaining provisions unaffected.

15.7 Waiver. Written only; no failure to exercise constitutes waiver.

15.8 Independent Contractors. No partnership, joint venture, or employment created.

15.9 Counterparts. May be executed in counterparts.

16. SIGNATURES

PROVIDER:

Signature: [________________________________]
Print Name: [________________________________]
Title: [________________________________]
Date: [__/__/____]

CUSTOMER:

Signature: [________________________________]
Print Name: [________________________________]
Title: [________________________________]
Date: [__/__/____]

17. ORDER FORM

Order Form Number: [________________________________]
Order Form Date: [__/__/____]

Add-Ons:

Total Contract Value: $[________________________________]

Customer Signature: [________________________________] Date: [__/__/____]
Provider Signature: [________________________________] Date: [__/__/____]

SOURCES AND REFERENCES

• Cal. Bus. & Prof. Code §§ 17600-17606 (Automatic Purchase Renewals)
• Cal. Bus. & Prof. Code § 17200 (Unfair Competition Law)
• Cal. Civ. Code § 1798.100 et seq. (CCPA/CPRA)
• Cal. Civ. Code § 1798.82 (Data Breach Notification)
• Cal. Civ. Code § 1798.150 (Private Right of Action)
• Cal. Civ. Code § 1717 (Attorney Fees)
• Cal. Civ. Code § 1668 (Exculpatory Clause Limitations)
• Cal. Civ. Code § 1633.1 et seq. (UETA)
• Cal. Civ. Code § 3426 et seq. (Uniform Trade Secrets Act)
• California's Automatic Renewal Law Updates (July 2025)
• 2025 Amendments to CARL

This template is for informational purposes only and does not constitute legal advice. Consult a licensed California attorney before using this document.