SOFTWARE AS A SERVICE AGREEMENT (SMB)

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

Agreement between [PROVIDER] and [CUSTOMER], effective [DATE], incorporating the Order Form and attachments listed in Section 18.

2. ACCESS RIGHTS AND RESTRICTIONS

• 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.
• Restrictions: no resale, framing, benchmarking disclosures without consent, reverse engineering, or circumvention of technical limits; no access for competitors where legally permissible to restrict.
• Customer is responsible for Users' compliance.

3. SERVICE LEVELS AND SUPPORT

• Uptime target: [99.5%] monthly, excluding scheduled maintenance and force majeure.
• SLA credits are Customer's sole remedy for SLA failures unless chronic failure triggers a termination right.
• Support hours, channels, and response/resolution targets are described in the Support Policy.

4. CUSTOMER OBLIGATIONS

• Provide accurate account info; maintain credentials; comply with AUP; ensure lawful content.
• Configure Customer-controlled settings securely; notify Provider of unauthorized access or security incidents related to the SaaS.
• Provide cooperation and information reasonably needed for support and investigations.

5. FEES AND PAYMENT

• Fees: subscription, usage/overage (if any), and taxes as stated in the Order; expenses generally not applicable unless stated.
• Invoices issued per Order; payments due within [30] days; late amounts may incur [1.5%/month] or the maximum rate permitted under Florida Statutes Section 687.03 (currently 18% per annum for commercial transactions).
• Provider may suspend for non-payment after [10] days' notice; restoration upon cure.
• Renewal pricing: [describe uplift or "same rates unless 60-day notice"].

6. DATA PROTECTION AND SECURITY

• Provider safeguards Customer Data per the Security Addendum; incident notice within [X] hours of confirmation.
• DPA in Attachment [D] governs processing of Personal Data, including compliance with Florida Information Protection Act (FIPA) (Fla. Stat. Section 501.171) data security and breach notification requirements, Florida Digital Bill of Rights (Fla. Stat. Section 501.701 et seq.) where applicable, and cross-border transfer mechanisms (SCCs/IDTA as applicable).
• Provider shall implement and maintain reasonable security measures to protect personal information consistent with Florida law.
• Data return/deletion at termination per Section 12 and the DPA.

7. INTELLECTUAL PROPERTY AND FEEDBACK

• Provider retains IP in the SaaS and related materials; Customer retains IP in Customer Data.
• Customer grants Provider the right to use Customer Data to provide and improve the SaaS (including aggregated/anonymized analytics where permitted).
• Feedback is licensed to Provider on a royalty-free, perpetual basis.

8. CONFIDENTIALITY

• Mutual confidentiality with standard exclusions; protection period [X] years post-termination.
• Customer Data treated as Customer Confidential Information subject to the DPA for Personal Data.
• Trade secret claims governed by Florida Uniform Trade Secrets Act (Fla. Stat. Section 688.001 et seq.) and the federal Defend Trade Secrets Act.

9. WARRANTIES AND DISCLAIMERS

• SaaS will materially conform to Documentation during the Subscription Term; services performed in a professional manner.
• No malware at delivery.
• DISCLAIMERS: TO THE EXTENT PERMITTED BY FLORIDA 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

• Provider indemnifies for third-party claims alleging IP infringement by the SaaS as provided (excluding Customer Data, configurations, or combinations not supplied by Provider).
• Customer indemnifies for claims arising from Customer Data, AUP violations, or use in breach of this Agreement.
• Procedure: prompt notice, control of defense, cooperation; settlements need consent.
• Indemnification obligations enforceable under Florida common law principles.

11. LIMITATIONS OF LIABILITY

• Cap: aggregate liability limited to fees paid/payable by Customer in the [12] months before the claim.
• Exclusions: no consequential/indirect damages (lost profits, revenue, data), except carve-outs as negotiated (e.g., IP indemnity, confidentiality breach, data breach, willful misconduct).
• Liability caps do not apply to gross negligence, willful misconduct, fraud, or violations of Florida law where limitation is prohibited.
• Florida does not recognize the doctrine of contributory negligence; comparative fault principles under Fla. Stat. Section 768.81 apply to any tort claims.

12. TERM, SUSPENSION, AND TERMINATION

• Initial Subscription Term per Order; auto-renews for successive terms unless notice [30/60] days prior.
• Suspension for AUP violations, security threats, or non-payment after notice.
• Termination for material breach uncured within [30] days; insolvency.
• Effect: Customer pays accrued fees; Provider will make Customer Data available for export for [30] days after termination (unless terminated for Customer breach after notice), then delete per DPA.

13. BETA/FREE TRIALS

• Provided "as is," no SLA, no indemnity, no support, and may be suspended/terminated at any time.

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

• Customer must comply with the AUP; no use in embargoed countries or by sanctioned parties; no prohibited end uses.
• Anti-corruption covenant; no facilitation payments; accurate records for any government interactions.
• Compliance with Florida Statutes Chapter 287 (procurement requirements) where applicable to government contracts.

15. GOVERNING LAW AND DISPUTE RESOLUTION

• This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of laws principles.
• Exclusive jurisdiction and venue shall be in the state or federal courts located in [Miami-Dade / Hillsborough / Orange / Broward] County, Florida.
• Escalation to executives prior to formal proceedings.
• JURY WAIVER: TO THE FULLEST EXTENT PERMITTED BY FLORIDA LAW, EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO A JURY TRIAL FOR ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT.

16. MISCELLANEOUS

• Assignment rules (include/change of control provisions as needed); subcontracting with responsibility retained by Provider; notices; force majeure; order of precedence; amendments in writing; severability; independent contractors.
• Entire agreement; this Agreement supersedes all prior negotiations, representations, or agreements relating to its subject matter.

17. SIGNATURES

• Execution blocks for both parties.

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