Free SaaS Subscription Agreement Template

SAAS SUBSCRIPTION AGREEMENT

This Agreement is made on [DATE] between [PROVIDER LEGAL NAME], [ADDRESS] ("Provider"), and [CUSTOMER LEGAL NAME], [ADDRESS] ("Customer").

1. SERVICE. Provider will make available the software-as-a-service described in the Order Form ("Service") to Customer's authorised users ("Users") during the Subscription Term, in line with the documentation and this Agreement.

2. ORDER FORMS. Each Order Form specifies the Service plan, number of Users or usage limits, fees and Subscription Term. If an Order Form conflicts with this Agreement, the Order Form controls only for that order.

3. CUSTOMER DATA. Customer owns all data it or its Users submit to the Service ("Customer Data"). Provider may use Customer Data only to provide, secure and support the Service for Customer. Provider will not sell Customer Data, use it to train or improve machine learning models, or use it for any other purpose, except aggregated, de-identified usage statistics that do not identify Customer or any individual.

4. SECURITY AND PRIVACY. Provider will maintain administrative, technical and physical safeguards appropriate to the Service, including encryption in transit and at rest, access controls and regular security testing, consistent with [SOC 2 Type II / ISO 27001 / DESCRIBE]. If Provider processes personal data for Customer, the Data Processing Addendum in Exhibit A applies. Provider will notify Customer of any security incident affecting Customer Data without undue delay and within [72] hours of confirming it, and will cooperate with Customer's response.

5. SERVICE LEVELS. Provider will meet the availability and support commitments in the Service Level Agreement in Exhibit B, including service credits and a termination right for chronic failure.

6. CUSTOMER RESPONSIBILITIES. Customer is responsible for its Users' compliance, for keeping credentials secure, and for having the rights to submit Customer Data. Customer will not misuse the Service, attempt to breach its security or resell it.

7. FEES AND PAYMENT. Customer will pay the fees in the Order Form, invoiced [annually in advance], within [30] days of invoice. Fees exclude taxes. Disputed amounts may be withheld in good faith while the parties resolve them.

8. RENEWAL AND PRICE CHANGES. Subscriptions renew for successive [12]-month terms unless either party gives notice of non-renewal at least [30] days before the end of the current term. Provider will send a renewal reminder at least [60] days before renewal. Renewal fees will not increase by more than [5]% over the prior term's fees, and Provider will give at least [60] days' written notice of any increase.

9. CHANGES TO THE SERVICE OR TERMS. Provider will not materially reduce the functionality of the Service or change this Agreement during the current Subscription Term without Customer's written consent. Updates that do not reduce functionality may be made at any time.

10. INTELLECTUAL PROPERTY. Provider owns the Service and its technology. Customer grants Provider a licence to Customer Data solely as needed under Section 3. Feedback may be used by Provider without obligation, provided it does not include Customer Data or identify Customer.

11. IP INDEMNITY. Provider will defend Customer against third-party claims that the Service infringes intellectual property rights and pay resulting damages and costs, subject to prompt notice and cooperation. If needed, Provider may modify the Service, obtain a licence or terminate and refund prepaid fees for the remaining term.

12. LIMITATION OF LIABILITY. Except for indemnification obligations, breach of confidentiality, and gross negligence or willful misconduct, neither party is liable for indirect or consequential damages, and each party's total liability is limited to fees paid or payable in the [12] months before the claim. For breaches of Sections 3 or 4 (Customer Data and security), Provider's liability cap is [3] times that amount.

13. CONFIDENTIALITY. Each party will protect the other's confidential information with reasonable care and use it only under this Agreement.

14. TERM AND TERMINATION. This Agreement continues while any Order Form is in effect. Either party may terminate for material breach not cured within [30] days of notice. If Customer terminates for Provider's breach, Provider will refund prepaid fees for the remaining term.

15. DATA EXPORT AND DELETION. For [60] days after termination, Customer may export all Customer Data in [CSV/JSON and other standard formats], including attachments and history, at no charge. Provider will then delete Customer Data within [30] days, except automatic backups deleted on their normal cycle, and certify deletion on request.

16. GOVERNING LAW. This Agreement is governed by the laws of [STATE].

GENERAL PROVISIONS
(a) Notices. Notices must be in writing and sent to the addresses or emails above (or as later updated by notice). Email notice is effective when sent, unless the sender receives a delivery failure message.
(b) Entire agreement. This agreement, with any schedules and exhibits, is the entire agreement between the parties on its subject and replaces all prior discussions and agreements on that subject.
(c) Amendments and waivers. Changes must be in writing and signed by both parties. A failure or delay in enforcing any term is not a waiver of it.
(d) Severability. If any provision is found unenforceable, it will be limited to the minimum extent necessary and the rest of this agreement will remain in effect.
(e) Assignment. Neither party may assign this agreement without the other party's written consent, except to a successor in a merger or sale of substantially all of its business, on notice.
(f) Relationship. Nothing in this agreement creates a partnership, joint venture or agency relationship unless expressly stated.
(g) Counterparts and electronic signatures. This agreement may be signed in counterparts and by electronic signature, each of which is an original and together form one agreement.
(h) Independent advice. Each party has had the opportunity to review this agreement with its own legal counsel and signs it voluntarily.

PROVIDER: _____________________  Date: __________
CUSTOMER: _____________________  Date: __________

EXHIBIT A: Data Processing Addendum   EXHIBIT B: Service Level Agreement

---
This free template is provided by ClauseAudit for general informational purposes and is not legal advice. Have it reviewed before use. Replace all [BRACKETED] placeholders.