SOFTWARE AS A SERVICE AGREEMENT (SMB)
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
- Governing Law and Dispute Resolution
- Miscellaneous
- Signatures
- 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