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SaaS Agreement (SMB) - Hawaii - Free Editor

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
  15. Governing Law and Dispute Resolution
  16. Miscellaneous
  17. Signatures
  18. Attachments

1. PARTIES AND ORDER

Agreement between [PROVIDER] and [CUSTOMER], effective [DATE].

2. ACCESS RIGHTS AND RESTRICTIONS

  • Non-exclusive, non-transferable right to access the SaaS during the Subscription Term.

3. SERVICE LEVELS AND SUPPORT

  • Uptime target: [99.5%] monthly.

4. CUSTOMER OBLIGATIONS

  • Provide accurate account info; comply with AUP.

5. FEES AND PAYMENT

  • Late amounts may incur [1.0%/month] or the maximum rate permitted under Hawaii law (HRS Section 478-2).

6. DATA PROTECTION AND SECURITY

  • Hawaii Data Breach Notification: Provider shall comply with HRS Section 487N-1 et seq.

7. INTELLECTUAL PROPERTY AND FEEDBACK

  • Provider retains IP in the SaaS; Customer retains IP in Customer Data.

8. CONFIDENTIALITY

  • Hawaii Uniform Trade Secrets Act (HRS Section 482B-1 et seq.) governs trade secret claims.

9. WARRANTIES AND DISCLAIMERS

  • TO THE EXTENT PERMITTED BY HAWAII LAW, SaaS IS PROVIDED "AS IS."

10. INDEMNITIES

  • Mutual indemnification for third-party claims.

11. LIMITATIONS OF LIABILITY

  • Cap: fees paid/payable by Customer in the [12] months before the claim.

12. TERM, SUSPENSION, AND TERMINATION

  • Initial Subscription Term per Order; auto-renews unless notice [30/60] days prior.

13. BETA/FREE TRIALS

  • Provided "as is," no SLA, no indemnity.

14. COMPLIANCE

  • Compliance with Hawaii Unfair and Deceptive Acts or Practices Law (HRS Section 480-2 et seq.).

15. GOVERNING LAW AND DISPUTE RESOLUTION

  • Governing Law: Laws of the State of Hawaii.
  • Venue: State or federal courts in [Honolulu County], Hawaii.
  • JURY WAIVER: TO THE FULLEST EXTENT PERMITTED BY HAWAII LAW, EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL.

16. MISCELLANEOUS

  • Hawaii Uniform Electronic Transactions Act (HRS Chapter 489E) governs electronic signatures.

17. SIGNATURES

☐ Provider has reviewed and agrees to the terms
☐ Customer has reviewed and agrees to the terms

Provider Customer
By: __________________________ By: __________________________
Name: [NAME] Name: [NAME]
Title: [TITLE] Title: [TITLE]
Date: [DATE] Date: [DATE]

18. ATTACHMENTS

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