SaaS Subscription Agreement

SAAS SUBSCRIPTION AGREEMENT

This Agreement is between [VENDOR] ("Vendor") and [CUSTOMER] ("Customer"), effective [DATE].

1. SERVICE. Vendor grants Customer a non-exclusive right to access the [Service] during the subscription term.

2. FEES. Customer pays $[AMOUNT] per [month/year], billed in advance. Fees are non-refundable except as stated here.

3. TERM & RENEWAL. The initial term is [12] months and renews for successive terms unless either party gives [30] days' written notice before renewal.

4. CUSTOMER DATA. Customer owns all Customer Data. Vendor will not use Customer Data to train AI models or for any purpose other than providing the Service, except aggregated, de-identified analytics.

5. SECURITY & PRIVACY. Vendor maintains industry-standard security and complies with applicable privacy laws. A Data Processing Addendum applies where required.

6. SERVICE LEVELS. Vendor targets [99.9]% monthly uptime; service credits are Customer's sole remedy for downtime.

7. PRICE CHANGES. Vendor may change fees on renewal with [30] days' notice.

8. LIABILITY. Except for confidentiality, data, or indemnity obligations, each party's liability is capped at the fees paid in the prior [12] months.

9. TERMINATION & DATA EXPORT. On termination, Vendor will make Customer Data available for export for [30] days, then delete it.

10. GOVERNING LAW. [STATE].

IMMUNITY NOTICE (18 U.S.C. § 1833(b)). Notwithstanding anything in this Agreement, you may not be held criminally or civilly liable under any federal or state trade secret law for disclosing a trade secret (a) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, or (b) in a complaint or other document filed under seal in a lawsuit or other proceeding. If you sue for retaliation for reporting a suspected violation of law, you may disclose the trade secret to your attorney and use it in the proceeding, provided you file any document containing it under seal and do not otherwise disclose it except by court order.

VENDOR: ______________________  DATE: __________
CUSTOMER: ____________________  DATE: __________

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