[{"data":1,"prerenderedAt":537},["ShallowReactive",2],{"document-saas-end-user-license-agreement-D12857":3},{"document":4,"label":23,"preview":11,"thumb":24,"thumb600":25,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":26,"breadcrumb":30,"related":36,"customDescModule":178,"customdescription":6,"mdFm":179,"mdProseHtml":536},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":16,"keywords":15},"SAAS END USER LICENSE AGREEMENT This SAAS End User License Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE] with its head office located at: [YOUR COMPANY'S COMPLETE ADDRESS] AND: [SECOND PARTY NAME] (the \"Customer\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] The Software includes all the cloud-based software in the Company Products (defined below), including updates or modified cloud-based software provided to the Customer by the Company over the internet, but not Excluded Software, as defined below. DEFINITIONS Authorized Partner: Any of the Company's distributors, resellers or other business partners. Consequential Damages: Indirect, special, incidental, punitive, exemplary, consequential or extra-contractual damages of any kind. including third-party claims, loss of profits, loss of goodwill, loss of personnel salaries, computer or system failure or malfunction, costs of obtaining substitute cloud services, work stoppage, denial of access or downtime, system or service disruption or interruption, or any lost, damaged, or stolen data, information or systems, as well as the costs of restoring any lost, damaged, or stolen data, information or systems. DAT: Detection Definition Files (also referred to as signature files) that contain the codes anti-malware software uses to detect and repair viruses, Trojan horses, and potentially unwanted programs. Derivative Work: A work that is based on one or more preexisting works (such as a revision, translation, dramatization, motion picture version, abridgment, condensation, enhancement, modification, or any other form in which preexisting work may be recast, transformed or adapted), which, if created without the authorization of the copyright owner of the preexisting work, would constitute copyright infringement. High Risk System: A device or system that requires extra safety functionalities such as fail-safe or fault-tolerant performance features to maintain a safe state where it is reasonably foreseeable that failure of the device or system could lead directly to death, personal injury or catastrophic property damage. A device or system with a fail-safe feature in the event of failure may revert to a safe condition rather than break down, may include a secondary system that comes into operation to prevent a malfunction, or may operate as a backup in the event of a malfunction. A device or system with a fault-tolerant feature in the event of failure may continue its intended operation, possibly at a reduced level, rather than failing completely. Without limitation, High Risk Systems may be required in critical infrastructure, industrial plants, manufacturing facilities, direct life support devices, aircraft, train, boat or vehicle navigation or communication systems, air traffic control, weapons systems, nuclear facilities, power plants, medical systems and facilities, and transportation facilities. Intellectual Property Rights: All intellectual property or other proprietary rights throughout the world, whether existing under statute, at common law or in equity, now existing or created in the future, including: copyright, trademark and patent rights, trade secrets, moral rights, right of publicity, authors' rights; any application or right to apply for any of the rights referred to in paragraph (1); and all renewals, extensions, continuations, divisions, restorations or reissues of the rights, or applications referred to in paragraphs (1) and (2). Personal Data or Personal Information: Any information relating to an identified or identifiable individual or is otherwise defined as \"Personal Data\" under the General Data Protection Regulation or other applicable data protection laws to the extent that the definition of \"Personal Data\" under the applicable data protection laws is broader than the preceding definitions. Support or Technical Support: The Services that the Company (or an Authorized Partner) provides for the Support and maintenance of the Company Products, as specified in the Technical Support and Maintenance Terms and Conditions. Updates: Any updates to the content of the Software made after the date of purchase of the SaaS as a part of purchased Support. Updates are not separately priced or marketed by the Company. Upgrade: Any and all improvements in the Software that are generally made available to End Users as a part of Support. Upgrades are not separately priced or marketed by the Company. SOFTWARE LICENSE The Software (including, but not limited to, any images, photographs, animation, video, audio, music, text and \"applets\" incorporated into the Software) is owned by the Company and third- party licensors, and its structure, organization and code are valuable trade secrets of the Company and the third-party licensors. The Software is protected by copyright and other intellectual property laws and international treaties. Except as expressly set forth in this EULA, this EULA does not grant the Customer any intellectual property rights in the Software and the Customer cannot use the Software except as specified herein. The Software is licensed, not sold. The Company grants the Customer a limited license to use the Software on the limited devices for which the License is purchased. Subject to the Customer's Order Form to the Company, this Agreement is for the license of the Software on one of the following bases: (i) Perpetual License, or (ii) Subscription License. EXCLUDED SOFTWARE Notwithstanding the foregoing limited license grant, the Customer acknowledges that the Product includes software subject to other terms and conditions governing the use of such software other than this EULA (\"Excluded Software\"). Certain Excluded Software may be covered by open source software licenses (\"Open Source Components\"), which means any software licenses approved as open source licenses by the Open Source Initiative or any substantially similar licenses, including but not limited to any license, that, as a condition of distribution of the software licensed under such license, requires that the distributor make the software available in source code format. Please visit a list of applicable Excluded Software included in this Product from time to time, and the applicable terms and conditions governing its use. Such terms and conditions may be changed by the applicable third party at any time without liability to the Customer. To the extent required by the licenses covering Open Source Components, the terms of such licenses will apply in lieu of the terms of this EULA. To the extent the terms of the licenses applicable to Open Source Components prohibit any of the restrictions in this EULA with respect to such Open Source Components, such restrictions will not apply to such Open Source Components. To the extent the terms of the licenses applicable to Open Source Components require the Company to make an offer to provide source code in connection with the Software, such offer is hereby made. STIPULATION OF THE NUMBER OF LICENSES The right to use the Software shall be bound by the number of End Users. One End User shall be taken to refer to the following: (i) accessing the Software with a web browser. LICENSE RESTRICTIONS Except as expressly set out in this EULA or as permitted by any local law, the Customer agrees: not to copy the Software or Documents except where such copying is incidental to normal use of the Software, or where it is necessary for the purpose of back-up or operational security; not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Software or Documents;",null,"SaaS End User License Agreement","10",513,"doc","https://templates.business-in-a-box.com/imgs/1000px/saas-end-user-license-agreement-D12857.png","https://templates.business-in-a-box.com/imgs/250px/12857.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12857.xml",{"title":15,"description":6},"saas end user license agreement",[17,20],{"label":18,"url":19},"Legal Agreements","/templates/business-legal-agreements/",{"label":21,"url":22},"License Agreements","/templates/license-agreement/","SaaS End User License Agreement Template","https://templates.business-in-a-box.com/imgs/400px/12857.png","https://templates.business-in-a-box.com/imgs/600px/12857.png",[27,17,20],{"label":28,"url":29},"Templates","/templates/",[31,32,33],{"label":28,"url":29},{"label":18,"url":19},{"label":34,"url":35},"Intellectual Property & Licensing","/templates/intellectual-property-and-licensing/",[37,41,45,49,53,57,61,65,69,73,77,81,85,102,117,132,148,164],{"label":38,"url":39,"thumb":40,"extension":10},"End-User Software License Agreement","/template/end-user-software-license-agreement-D791","https://templates.business-in-a-box.com/imgs/250px/791.png",{"label":42,"url":43,"thumb":44,"extension":10},"End User License Agreement","/template/end-user-license-agreement-D13011","https://templates.business-in-a-box.com/imgs/250px/13011.png",{"label":46,"url":47,"thumb":48,"extension":10},"End-User Software License Agreement B2C","/template/end-user-software-license-agreement-b2c-D792","https://templates.business-in-a-box.com/imgs/250px/792.png",{"label":50,"url":51,"thumb":52,"extension":10},"SaaS License Agreement","/template/saas-license-agreement-D12858","https://templates.business-in-a-box.com/imgs/250px/12858.png",{"label":54,"url":55,"thumb":56,"extension":10},"SaaS Software License Agreement","/template/saas-software-license-agreement-D12860","https://templates.business-in-a-box.com/imgs/250px/12860.png",{"label":58,"url":59,"thumb":60,"extension":10},"SaaS Agreement","/template/saas-agreement-D12704","https://templates.business-in-a-box.com/imgs/250px/12704.png",{"label":62,"url":63,"thumb":64,"extension":10},"SAAS Reseller Agreement","/template/saas-reseller-agreement-D12728","https://templates.business-in-a-box.com/imgs/250px/12728.png",{"label":66,"url":67,"thumb":68,"extension":10},"User Agreement","/template/user-agreement-D13291","https://templates.business-in-a-box.com/imgs/250px/13291.png",{"label":70,"url":71,"thumb":72,"extension":10},"Software Development and License Agreement","/template/software-development-and-license-agreement-D801","https://templates.business-in-a-box.com/imgs/250px/801.png",{"label":74,"url":75,"thumb":76,"extension":10},"Trial Software License Agreement","/template/trial-software-license-agreement-D815","https://templates.business-in-a-box.com/imgs/250px/815.png",{"label":78,"url":79,"thumb":80,"extension":10},"SaaS Service Level Agreement","/template/saas-service-level-agreement-D12859","https://templates.business-in-a-box.com/imgs/250px/12859.png",{"label":82,"url":83,"thumb":84,"extension":10},"White Label SaaS Agreement","/template/white-label-saas-agreement-D12865","https://templates.business-in-a-box.com/imgs/250px/12865.png",{"description":86,"descriptionCustom":6,"label":87,"pages":88,"size":9,"extension":10,"preview":89,"thumb":90,"svgFrame":91,"seoMetadata":92,"parents":94,"keywords":93,"url":101},"SUBSCRIPTION AGREEMENT This Stock Subscription Agreement (the \"Agreement\") is made and effective [DATE] BETWEEN: [INSERT COMPANY NAME], a [INSERT STATE OF INCORPORATION], corporation [the \"COMPANY\"]. AND: The undersigned a [INSERT STATE OF INCORPORATION], corporation [the \"INVESTOR\"]. SUBSCRIPTION. Subject to the terms and conditions hereof, the Investor hereby subscribes to purchase that number of shares of common stock, par value [$____] per share, of the Company (the \"Common Stock\") set forth on the signature page of this Agreement at a purchase price of $____ per share (\"Purchase Price\"). Payment for the Common Stock shall be made in cash or by certified bank or cashier's check payable in immediately available funds in the amount of the Purchase Price made payable to the order of the Company and such payment shall be delivered on or prior to the execution and delivery of this Agreement. TERMS OF SUBSCRIPTION The Investor acknowledges and agrees that this Agreement is made subject to the following terms and conditions: The Investor hereby intends that his signature hereon shall constitute a subscription to the Company for the number of shares of Common Stock specified on the signature page of this Agreement. This subscription for the purchase of Common Stock is subject to acceptance by the Company and does not, prior to acceptance, bind the Company to sell the shares of Common Stock to the Investor. The Company shall have the right to accept or reject this subscription, in whole or in part, in its sole and absolute discretion for any reason. This subscription is and shall be irrevocable unless and until (i) this subscription is for any reason rejected, or (ii) this Agreement is terminated. REPRESENTATIONS, WARRANTIES, AND COVENANTS OF INVESTOR The Investor hereby represents, warrants, and covenants to the Company that: The Investor acknowledges that the Investor has been advised and understands that the Common Stock to be acquired pursuant to this Agreement have not been registered under the Securities Act of 1933, as amended (the \"Securities Act\"), or registered or qualified under the securities laws of any other jurisdiction and are being sold in reliance upon an exemption from registration under such laws. Accordingly, the Investor understands that the Investor may not sell, pledge, hypothecate, dispose of, or otherwise transfer (a \"Transfer\") the Common Stock unless such shares are subsequently registered and qualified under such laws or, in the opinion of counsel reasonably satisfactory to the Company, an exemption from such registration and qualification is available. The Investor further understands that (i) the Stockholders' Agreement, dated ____, 20___, by and among the Company and the shareholders identified therein (the \"Stockholders s Agreement\") contains certain restrictions on any Transfer of the Common Stock, and (ii) any Transfer that is permitted under the Stockholders Agreement must satisfy certain legal, procedural and other requirements. The Investor is the sole and true party in interest, and is acquiring the Common Stock solely for his or her own account, not as a nominee, agent, or representative for any person, for investment purposes only, and not with an intent or a view to the sale or distribution of any part thereof within the meaning of Section 2(a)(11) of the Securities Act. By executing this Agreement, the Investor further represents that he or she does not have any present intent of making a Transfer of, granting a participation in, or otherwise distributing the Common Stock in a manner contrary to the Securities Act or the securities laws of any other applicable jurisdictions, nor does the Investor have any contract, undertaking, agreement, or arrangement with any person to Transfer, grant any participation in, or otherwise distribute any of the Common Stock to such person. The Investor does not presently have any reason to anticipate any change in circumstances or other particular occasion or event which would cause the Investor to need to sell the Common Stock, except in compliance with the terms of this Agreement, the Stockholders Agreement, and the securities laws of all applicable jurisdictions. The Investor understands and acknowledges that only the Company can register the Common Stock under applicable securities laws; the Company does not intend to register the Common Stock under the Securities Act or the securities laws of any other jurisdiction; no public market for the Common Stock is expected to develop; and, as a result, an investment in the Common Stock may not be liquid and the Investor must bear the economic risk of the investment indefinitely. In this regard, the Investor further represents that the Investor has adequate means of providing for the Investor's current needs and possible personal contingencies; the Investor can afford to bear the economic risk of holding the Common Stock for an indefinite period of time; and the Investor has no need for liquidity in the Investor's investment in the Common Stock. The Investor has the net worth sufficient to bear the risks of and to sustain a complete loss of the Investor's entire investment in the Company. The Investor hereby agrees that it will not, directly or indirectly, offer to Transfer or to Transfer any shares of Common Stock (or solicit any offers to buy, purchase, or otherwise acquire or take a pledge of any shares of Common Stock), except in compliance with this Agreement and the Securities Act, the securities laws of all other applicable jurisdictions, and the rules and regulations promulgated thereunder. The Investor recognizes that in the future the Company may not satisfy the requirements which would permit the undersigned to sell the Common Stock pursuant to Rule 144 promulgated under the Securities Act. The Investor further acknowledges that it has, alone or together with its purchaser representative (\"Purchaser Representative\"), sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of the prospective investment in the Common Stock. The Investor recognizes that an investment in the Common Stock and in the Company involves certain risks, and the Investor has taken full cognizance of, understands, and is willing to bear the risks related to the purchase of the Common Stock [including, without limitation, those risk factors set forth in Attachment A to this Agreement, which Attachment A is incorporated herein by reference]. The Investor is aware and understands that no federal or state agency has made any finding or determination as to the fairness of this offering nor has made any recommendation or endorsement of the Common Stock. The Investor represents and confirms that the address set forth on the signature page is the Investor's true and correct residence, and that the Investor has no present intention of becoming a resident of any other state or jurisdiction. The social security number set forth on the signature page hereof is the Investor's true and correct social security number. The Investor confirms that prior to the sale of the Common Stock to the Investor pursuant to this Agreement, the Investor and the Investor's Purchaser Representative, if any: (i) has been given access to all material books and records of the Company and all material contracts and documents relating to the sale of the Common Stock pursuant to this Agreement; (ii) has been granted the opportunity to ask questions of, and receive answers from, representatives of the Company concerning the Company and the terms and conditions of the sale of the Common Stock by the Company; and (iii) has been given the opportunity to obtain any additional information which the Investor or the Investor's Purchaser Representative, if any, deems necessary to verify the accuracy of the information supplied to them","Subscription Agreement","9","https://templates.business-in-a-box.com/imgs/1000px/subscription-agreement-D12537.png","https://templates.business-in-a-box.com/imgs/250px/12537.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12537.xml",{"title":93,"description":6},"subscription agreement",[95,98],{"label":96,"url":97},"Finance & Accounting","finance-accounting",{"label":99,"url":100},"Buy & Sell Shares","buy-sell-shares","/template/subscription-agreement-D12537",{"description":103,"descriptionCustom":6,"label":104,"pages":105,"size":9,"extension":10,"preview":106,"thumb":107,"svgFrame":108,"seoMetadata":109,"parents":111,"keywords":115,"url":116},"Terms and Conditions Welcome to [COMPANY NAME]. Thanks for using our products and services (\"Services\"). The Services are provided by [COMPANY NAME] (\"COMPANY NAME\"), located at [ADRESSE, CITY, STATE, COUNTRY] By using our Services, you are agreeing to these terms. Please read these Terms and Conditions (\"Terms\", \"Terms and Conditions\") carefully before using the http://www.[YOURWEBSITE].com website and the mobile application (the \"Service\") operated by [COMPANY NAME] (\"us\", \"we\", or \"our\"). Our Services are very diverse, so sometimes additional terms or product requirements (including age requirements) may apply. Additional terms will be available with the relevant Services, and those additional terms become part of your agreement with us if you use those Services. Terminology The following terminology applies to these Terms and Conditions, Privacy Statement and Disclaimer notice, and any or all Agreements: \"Client\", \"You\" and \"Your\" refer to you, the person accessing this website and accepting the Company's terms and conditions. \"The Company\", \"Ourselves\", \"We\" and \"Us\" refer to our Company. \"Party\", \"Parties\" or \"Us\" refers to both the Customer and ourselves, or either the Customer or ourselves. All terms refer to the offer, acceptance and consideration of payment necessary to undertake the process of our assistance to the Client in the most appropriate manner, whether through formal meetings of a fixed duration, or by any other means, with the express purpose of meeting the Client's needs in terms of providing the Company's declared services / products, in accordance with and subject to applicable US laws. Any use of the above terminology or other words in the singular, plural, capital letters and/or plural, and/or these terms, is considered interchangeable and therefore a reference to them. Using our Services You must follow any policies made available to you within the Services. Don't misuse our Services. For example, don't interfere with our Services or try to access them using a method other than the interface and the instructions that we provide. You may use our Services only as permitted by law, including applicable export and re-export control laws and regulations. We may suspend or stop providing our Services to you if you do not comply with our terms or policies or if we are investigating suspected misconduct. Using our Services does not give you ownership of any intellectual property rights in our Services or the content you access. You may not use content from our Services unless you obtain permission from its owner or are otherwise permitted by law. These terms do not grant you the right to use any branding or logos used in our Services. Don't remove, obscure, or alter any legal notices displayed in or along with our Services. In connection with your use of the Services, we may send you service announcements, administrative messages, and other information. You may opt out of some of those communications. Some of our Services are available on mobile devices. Do not use such Services in a way that distracts you and prevents you from obeying traffic or safety laws. Privacy Statement We are committed to protecting your privacy. [COMPANY NAME]'s privacy policies explain how we treat your personal data and protect your privacy when you use our Services. By using our Services, you agree that [COMPANY NAME] can use such data in accordance with our privacy policies. Only authorized employees within the company who, in the course of their duties, can access and use information collected from individual customers. We are constantly reviewing our systems and data to ensure the best possible service to our customers. Government authorities have created specific offences for unauthorized actions against computer systems and data. We will investigate such actions with a view to bringing legal action and/or civil action for damages against those responsible. Purchases If you wish to purchase any product or service made available through the Service (\"Purchase\"), you may be asked to supply certain information relevant to your Purchase including, without limitation, your [SPECIFY]. Subscriptions Some parts of the Service are billed on a subscription basis (\"Subscription(s)\"). You will be billed in advance on a recurring [SPECIFY]. Software in our Services When a Service requires or includes downloadable software, this software may update automatically on your device once a new version or feature is available. Some Services may let you adjust your automatic update settings. [COMPANY NAME] gives you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the software provided to you by [COMPANY NAME] as part of the Services. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by [COMPANY NAME], in the manner permitted by these terms. You may not copy, modify, distribute, sell, or lease any part of our Services or included software, nor may you reverse engineer or attempt to extract the source code of that software, unless laws prohibit those restrictions or you have our written permission. Disclaimer Exclusions and Limitations The information contained on this website is provided on an \" as is \" basis. To the fullest extent permitted by law, this company: excludes all representations and warranties with respect to this website and its content or that are or may be provided by affiliates or any other third party, including with respect to any inaccuracy or omission in this website and/or the Company's documentation; and excludes any liability for damages arising out of or in connection with your use of this website. [COMPANY NAME], and [COMPANY NAME]'s suppliers and distributors, will not be responsible for lost profits, revenues, or data, financial losses or indirect, special, consequential, exemplary, punitive damages or damage caused to your computer, computer software, systems and programs and data relating thereto or any other direct or indirect, consequential or incidental damages. Liability for our Services To the extent permitted by law, the total liability of [COMPANY NAME], and its suppliers and distributors, for any claims under these terms, including for any implied warranties, is limited to the amount you paid us to use the Services. In all cases, [COMPANY NAME], and its suppliers and distributors, will not be liable for any loss or damage that is not reasonably foreseeable. However, this company does not exclude liability for death or personal injury caused by its negligence. The above exclusions and limitations apply only to the extent permitted by law. We recognize that in some countries, you might have legal rights as a consumer. None of your legal rights as a consumer are affected waived by contract. Business uses of our Services If you are using our Services on behalf of a business, that business accepts these terms","Terms And Conditions","6","https://templates.business-in-a-box.com/imgs/1000px/terms-and-conditions-D12667.png","https://templates.business-in-a-box.com/imgs/250px/12667.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12667.xml",{"title":110,"description":6},"terms and conditions",[112,114],{"label":18,"url":113},"business-legal-agreements",{"label":18,"url":113},"terms conditions","/template/terms-and-conditions-D12667",{"description":118,"descriptionCustom":6,"label":119,"pages":120,"size":9,"extension":10,"preview":121,"thumb":122,"svgFrame":123,"seoMetadata":124,"parents":126,"keywords":125,"url":131},"NON-DISCLOSURE AGREEMENT (NDA) This Non-Disclosure Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Disclosing Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RECEIVING PARTY NAME] (the \"Receiving Party\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Receiving Party has been or will be engaged in the performance of work on [DESCRIBE]; and in connection therewith will be given access to certain confidential and proprietary information; and WHEREAS, Receiving Party and Disclosing Party wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated. NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. DISCLAIMER","Non Disclosure Agreement Nda","3","https://templates.business-in-a-box.com/imgs/1000px/non-disclosure-agreement-nda-D12692.png","https://templates.business-in-a-box.com/imgs/250px/12692.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12692.xml",{"title":125,"description":6},"non disclosure agreement nda",[127,128],{"label":18,"url":113},{"label":129,"url":130},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":133,"descriptionCustom":6,"label":134,"pages":135,"size":136,"extension":10,"preview":137,"thumb":138,"svgFrame":139,"seoMetadata":140,"parents":141,"keywords":146,"url":147},"CUSTOM SOFTWARE DEVELOPMENT AGREEMENT This Custom Software Development Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [CUSTOMER NAME] (the \"Customer\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Developer\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] RECITALS WHEREAS Customer wishes to [DESCRIBE NEEDS TO BE ADDRESSED], and wants to hire Developer to develop these custom software packages, and; WHEREAS Developer desires to develop these custom software packages for Customer: NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto, intending, to be legally bound, agree as follows: Purpose of Agreement Customer desires to retain Developer as an independent contractor to develop the computer software (the \"Software\") described in the Functional Specifications contained in Exhibit A attached to and made part of this Agreement. Developer is ready, willing and able to undertake the development of the Software and agrees to do so under the terms and conditions set forth in this Agreement. Preparation of Development Plan Developer shall prepare a development plan (\"Development Plan\") for the Software, satisfying the requirements set forth in the Functional Specifications. The Development Plan shall include: Detailed Specifications for the Software; A listing of all items to be delivered to Customer under this Agreement (\"Deliverables\"); A delivery schedule containing a delivery date for each Deliverable; and A payment schedule setting forth the amount and time of Developer's compensation. ACCEPTANCE OF DEVELOPMENT PLAN Developer shall deliver the Development Plan to Customer by [DEVELOPMENT PLAN DEADLINE]. Customer shall have [NUMBER] days to review the Development Plan. Upon approval of the Development Plan by Customer, it will be marked as Exhibit B and will be deemed by both parties to have become a part of this Agreement and will be incorporated by reference. Developer shall then commence development of Software that will substantially conform to the requirements set forth in the Development Plan. If the Development Plan is in Customer's reasonable judgment unsatisfactory in any material respect, Customer shall prepare a detailed written description of the objections. Customer shall deliver such objections to Developer within [NUMBER] days of receipt of the Development Plan. Developer shall then have [NUMBER] days to modify the Development Plan to respond to Customer's objections. Customer shall have [NUMBER] days to review the modified Development Plan. If Customer deems the modified Development Plan to be unacceptable, Customer has the option of terminating this Agreement upon written notice to Developer or permitting Developer to modify the Development Plan again under the procedure outlined in this paragraph. If this Agreement is terminated, the obligations of both parties under it shall end except for Customer's obligation to pay Developer all sums due for preparing the Development Plan and the ongoing obligations of confidentiality set forth in the provision of this Agreement entitled \"Confidentiality.\" Payment for Development Plan If the Development Plan is not accepted by Customer and Customer terminates this Agreement, Developer shall be entitled to compensation on a time and materials basis at an hourly rate of [HOURLY RATE] plus expenses to the date of termination. Developer shall submit an invoice detailing its time and expenses preparing the Development Plan. If the invoice amount is less than the amounts paid to Developer prior to termination, Developer shall promptly return the excess to Customer. If the invoice amount exceeds the amounts paid to Developer prior to termination, Customer shall promptly pay Developer the difference. However, Developer's total compensation for preparing the Development Plan shall not exceed [AMOUNT]. Payment [TIME AND MATERIALS AGREEMENT] Developer shall be compensated at the rate of [RATE] per hour [OR \"day,\" \"week,\" \"month\"]. Payment will be made within [NUMBER OF DAYS] days of Developer's submission of an invoice for work completed. [OPTIONAL: \"Unless otherwise agreed upon in writing by Customer, Customer's maximum liability for all services performed during the term of this Agreement shall not exceed [MAXIMUM AMOUNT].\"] OR [FIXED PRICE AGREEMENT] The total contract price shall be set forth in the Development Plan. Customer shall pay the Developer the sum of [INITIAL AMOUNT] upon execution of this Agreement and the sum of [AMOUNT IF PLAN APPROVED] upon Customer's approval of the Development Plan. The remainder of the contract price shall be payable in installments according to the payment schedule to be included in the Development Plan. Each installment shall be payable upon completion of each project phase by Developer and acceptance by Customer in accordance with the provision of this Agreement entitled \"Acceptance Testing of Software.\" Payment of Developer's Costs Customer shall reimburse Developer for all out-of-pocket expenses incurred by Developer in performing services under this Agreement. Such expenses include, but are not limited, to: All communications charges Costs for providing conversion services for converting Customer's database Media costs Travel expenses other than normal commuting, including airfares, rental vehicles, and highway mileage in company or personal vehicles at [cents per mile] Other expenses resulting from the work performed under this Agreement. Developer shall submit an itemized statement of Developer's expenses. Customer shall pay Developer within [NUMBER] days from the date of each statement. Late Fees Late payments by Customer shall be subject to late penalty fees of [%] per month from the due date until the amount is paid. Materials Customer shall make available to Developer, at Customer's expense, the following materials, facilities and equipment: [LIST] These items will be provided to Customer by [DATE]. Changes in Project Scope If at any time following acceptance of the Development Plan by Customer, Customer should desire a change in Developer's performance under this Agreement that will alter or amend the Specifications or other elements of the Development Plan, Customer shall submit to Developer a written proposal specifying the desired changes. Developer will evaluate each such proposal at its standard rates and charges. Developer shall submit to Customer a written response to each such proposal within [NUMBER] working days following receipt thereof. Developer's written response shall include a statement of the availability of Developer's personnel and resources, as well as any impact the proposed changes will have on the contract price, delivery dates or warranty provisions of this Agreement. Changes to the Development Plan shall be evidenced by a \"Development Plan Modification Agreement.\" The Development Plan Modification Agreement shall amend the Development Plan appropriately to incorporate the desired changes and acknowledge any effect of such changes on the provisions of this Agreement. The Development Plan Modification Agreement shall be signed by authorized representatives of Customer and Developer, whereupon Developer shall commence performance in accordance with it. Should Developer not approve the Development Plan Modification Agreement as written, Developer will so notify Customer within [NUMBER] working days of Developer's receipt of the Development Plan Modification Agreement. Developer shall not be obligated to perform any services beyond those called for in the Development Plan prior to its approval of the Development Plan Modification Agreement.","Custom Software Development Agreement","16",116,"https://templates.business-in-a-box.com/imgs/1000px/custom-software-development-agreement-D787.png","https://templates.business-in-a-box.com/imgs/250px/787.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#787.xml",{"title":6,"description":6},[142,145],{"label":143,"url":144},"Software & Technology","software-technology-business",{"label":143,"url":144},"custom software development agreement","/template/custom-software-development-agreement-D787",{"description":149,"descriptionCustom":6,"label":150,"pages":120,"size":9,"extension":10,"preview":151,"thumb":152,"svgFrame":153,"seoMetadata":154,"parents":156,"keywords":155,"url":163},"DATA PRIVACY POLICY INTRODUCTION [COMPANY NAME] is committed to protecting the privacy and confidentiality of personal data collected or processed during its business operations. This Data Privacy Policy outlines the principles and practices that govern the collection, use, and disclosure of personal data by the Company. SCOPE This Policy applies to all employees, contractors, vendors, and third parties who collect, use, or process personal data on behalf of the Company. It also applies to all personal data collected from customers, clients, partners, and other individuals. PERSONAL INFORMATION COLLECTION We may collect personal information, such as name, address, email, phone number, and job title, from customers, employees, and stakeholders. We collect personal information through various channels, such as our website, email, phone, and in-person interactions. We may also collect personal information from third-party sources, such as service providers and business partners. USE OF PERSONAL INFORMATION The Company will only use personal data for the purposes for which it was collected or as otherwise permitted by applicable laws and regulations. Personal data may be used for, but not limited to, the following purposes: Providing products or services requested by individuals; Communicating with individuals about products, services, or other business-related matters; Conducting market research, analytics, and improving business operations; Managing and administering employee or contractor relationships; Complying with legal or regulatory requirements; Protecting the rights and interests of the Company or its customers. DISCLOSURE The Company may share personal data with third parties for legitimate business purposes, including but not limited to, service providers, vendors, contractors, and business partners. Personal data may also be disclosed to comply with legal or regulatory requirements, or in response to lawful requests from public authorities. The Company will take appropriate measures to ensure that third parties receiving personal data are bound by confidentiality obligations and provide adequate protection to the personal data. DATA RETENTION","Data Privacy Policy","https://templates.business-in-a-box.com/imgs/1000px/data-privacy-policy-D13465.png","https://templates.business-in-a-box.com/imgs/250px/13465.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13465.xml",{"title":155,"description":6},"data privacy policy",[157,160],{"label":158,"url":159},"Human Resources","human-resources",{"label":161,"url":162},"Company Policies","company-policies","/template/data-privacy-policy-D13465",{"description":165,"descriptionCustom":6,"label":166,"pages":120,"size":9,"extension":10,"preview":167,"thumb":168,"svgFrame":169,"seoMetadata":170,"parents":172,"keywords":171,"url":177},"DATA PROCESSING AGREEMENT This Data Processing Agreement (\"Agreement\") is entered into effect as of [DATE], BETWEEN: [DATA CONTROLLER NAME], (\"Data Controller\") an individual with their main address located at OR a team leader of a group organized within the [Company/Organization] of [COMPANY/ORGANIZATION NAME], with its office located at: [COMPLETE ADDRESS] AND: [DATA PROCESSOR NAME], (\"Data Processor\") an individual with their main address located at OR a member of the team organized within the [Company/Organization] of [COMPANY/ORGANIZATION NAME], with their address located at: [COMPLETE ADDRESS] RECITALS: WHEREAS, the Data Controller is engaged in [DESCRIPTION OF BUSINESS ACTIVITY], and in connection therewith, collects and processes Personal Data; WHEREAS, the Data Controller wishes to engage the Data Processor to perform certain services which require the processing of Personal Data on behalf of the Data Controller; WHEREAS, the parties seek to ensure compliance with the relevant data protection laws and regulations in the processing of Personal Data; NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto agree as follows: DEFINITIONS AND INTERPRETATION \"Personal Data\" means any information relating to an identified or identifiable natural person ('Data Subject') that is processed by the Data Processor on behalf of the Data Controller as a result of the services provided under this Agreement. \"Processing\" encompasses any operation performed on Personal Data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure, or destruction. Definitions of \"Data Subject\", \"Controller\", \"Processor\", and \"Supervisory Authority\" shall be in accordance with the definitions provided by the relevant data protection laws and regulations. SCOPE AND PURPOSE OF DATA PROCESSING 2.1 The Data Processor agrees to process Personal Data solely for the purpose of [SPECIFY SERVICES] and strictly within the documented instructions received from the Data Controller, unless required by law to which the Data Processor is subject","Data Processing Agreement","https://templates.business-in-a-box.com/imgs/1000px/data-processing-agreement-D13954.png","https://templates.business-in-a-box.com/imgs/250px/13954.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13954.xml",{"title":171,"description":6},"data processing agreement",[173,174],{"label":96,"url":97},{"label":175,"url":176},"Shareholders & Investors","shareholders-investors","/template/data-processing-agreement-D13954",false,{"seo":180,"reviewer":190,"legal_disclaimer":194,"quick_facts":195,"at_a_glance":197,"personas":201,"variants":226,"glossary":255,"clauses":292,"how_to_fill":343,"common_mistakes":384,"faqs":409,"industries":437,"comparisons":462,"diy_vs_lawyer":478,"jurisdictions":491,"related_template_ids_curated":512,"schema":523,"classification":524},{"meta_title":181,"meta_description":182,"primary_keyword":183,"secondary_keywords":184},"SaaS End User License Agreement Template (Free Word)","Free SaaS EULA template covering license grant, restrictions, data use, IP ownership, disclaimers, and termination. Used in 190+ countries. Free Word and PDF download.","saas end user license agreement template",[185,186,187,188,189],"saas eula template","saas license agreement template free","eula template word","software eula template download","cloud software license agreement template",{"name":191,"credential":192,"reviewed_date":193},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":196,"legal_review_recommended":194,"signature_required":194,"notarization_required":178},"advanced",{"what_it_is":198,"when_you_need_it":199,"whats_inside":200},"A SaaS End User License Agreement (EULA) is a legally binding contract between a software vendor and the end user that governs how the user may access and use a cloud-based software product. This free Word download gives you a structured, attorney-style starting point you can edit online and export as PDF — covering license scope, restrictions, data handling, IP ownership, disclaimers, and termination in a single document.\n","Use it before making any SaaS product available to users — whether at account signup, app launch, or checkout — to establish the enforceable terms under which your software is licensed rather than sold.\n","License grant and scope, permitted and prohibited uses, intellectual property ownership, data collection and privacy obligations, warranty disclaimers, limitation of liability, indemnification, term and termination, and governing law.\n",[202,206,210,214,218,222],{"title":203,"use_case":204,"icon_asset_id":205},"SaaS founders","Protecting IP and limiting liability before the first paying user onboards","persona-startup-founder",{"title":207,"use_case":208,"icon_asset_id":209},"Product and legal counsel","Drafting enforceable use restrictions for a new software product release","persona-legal-counsel",{"title":211,"use_case":212,"icon_asset_id":213},"Independent software developers","Licensing a self-built app or tool to clients without selling the underlying code","persona-freelancer",{"title":215,"use_case":216,"icon_asset_id":217},"SaaS product managers","Standardizing license terms across free, trial, and paid subscription tiers","persona-operations-director",{"title":219,"use_case":220,"icon_asset_id":221},"Enterprise software vendors","Deploying a consistent EULA across thousands of business customers globally","persona-small-business-owner",{"title":223,"use_case":224,"icon_asset_id":225},"IT and procurement teams","Reviewing and accepting vendor EULAs before rolling out software company-wide","persona-hr-manager",[227,231,235,239,243,247,251],{"situation":228,"recommended_template":229,"slug":230},"Licensing software to individual consumers via a website or app store","Consumer Software EULA","end-user-software-license-agreement-D791",{"situation":232,"recommended_template":233,"slug":234},"Licensing software to a business under a negotiated enterprise deal","Enterprise Software License Agreement","software-license-agreement-D12928",{"situation":236,"recommended_template":237,"slug":238},"Governing ongoing SaaS access including uptime, support, and billing","SaaS Subscription Agreement","subscription-agreement-D12537",{"situation":240,"recommended_template":241,"slug":242},"Setting API access rules and rate limits for developer users","API License Agreement","api-license-agreement-D12726",{"situation":244,"recommended_template":245,"slug":246},"Distributing open-source software with attribution and share-alike terms","Open Source Software License","source-code-license-agreement-D807",{"situation":248,"recommended_template":249,"slug":250},"Providing a no-cost trial version with conversion to paid terms","Software Trial Agreement","trial-software-license-agreement-D815",{"situation":252,"recommended_template":253,"slug":254},"Protecting confidential pre-release software shared with beta testers","Beta Software Testing Agreement","non-disclosure-agreement-beta-tester-D798",[256,259,262,265,268,271,274,277,280,283,286,289],{"term":257,"definition":258},"License Grant","The specific permission a vendor gives an end user to access and use the software — defining scope, seat count, and permitted purposes.",{"term":260,"definition":261},"Permitted Use","The exact activities an end user is authorized to perform with the software under the terms of the license.",{"term":263,"definition":264},"Restricted Use","Activities the end user is expressly prohibited from performing — such as reverse engineering, sublicensing, or using the software to build a competing product.",{"term":266,"definition":267},"Intellectual Property Ownership","A clause confirming that the software vendor retains all rights, title, and interest in the software, regardless of any customization the user makes.",{"term":269,"definition":270},"Warranty Disclaimer","A provision stating that the software is provided 'as is' without guarantees of fitness for a particular purpose, merchantability, or error-free operation.",{"term":272,"definition":273},"Limitation of Liability","A cap on the total financial damages the vendor can owe a user — typically limited to fees paid in the preceding 12 months or a fixed dollar amount.",{"term":275,"definition":276},"Indemnification","A contractual obligation requiring one party to cover the other's legal costs and damages if a third-party claim arises from a specified breach or misuse.",{"term":278,"definition":279},"Clickwrap Agreement","A method of acceptance where the user actively clicks 'I Agree' or 'Accept' to bind themselves to the EULA terms — generally more enforceable than browsewrap.",{"term":281,"definition":282},"Browsewrap Agreement","A method of acceptance where terms are posted on a website and continued use is treated as acceptance — less enforceable than clickwrap for material obligations.",{"term":284,"definition":285},"Data Processing Agreement (DPA)","A separate or incorporated contract governing how the vendor processes personal data on behalf of the user, required under GDPR and similar privacy laws.",{"term":287,"definition":288},"Force Majeure","A clause excusing a party from performance obligations caused by events outside their reasonable control — such as natural disasters, cyberattacks, or government orders.",{"term":290,"definition":291},"Governing Law","The jurisdiction whose laws interpret and apply to the contract, and where disputes must be resolved.",[293,298,303,308,313,318,323,328,333,338],{"name":294,"plain_english":295,"sample_language":296,"common_mistake":297},"License grant and scope","Defines the specific, limited, non-exclusive right the vendor grants the user to access and use the software — including seat count, geography, and permitted purposes.","[COMPANY NAME] grants [USER / LICENSEE] a limited, non-exclusive, non-transferable, revocable license to access and use [SOFTWARE NAME] solely for [USER'S] internal business purposes, for up to [NUMBER] authorized users, during the subscription term.","Using 'perpetual' license language in a SaaS agreement. SaaS access is subscription-based and terminates on non-payment or cancellation — perpetual grant language contradicts this and creates disputes over continued access after termination.",{"name":299,"plain_english":300,"sample_language":301,"common_mistake":302},"Permitted and prohibited uses","Lists what the user is allowed to do with the software and explicitly prohibits actions like reverse engineering, sublicensing, or competitive benchmarking.","User shall not: (a) reverse engineer, decompile, or disassemble the Software; (b) sublicense, resell, or transfer access to any third party; (c) use the Software to build a competing product; or (d) remove or alter any proprietary notices or labels on the Software.","Omitting a prohibition on using the software to build a competing product. Without this clause, a competitor can sign up, analyze your product's architecture and UX, and use those insights to build a rival tool — all within the literal terms of your license.",{"name":304,"plain_english":305,"sample_language":306,"common_mistake":307},"Intellectual property ownership","Confirms that the vendor owns all rights to the software, source code, documentation, and improvements — and that the user acquires no ownership interest whatsoever.","All right, title, and interest in and to the Software, including all intellectual property rights, are and shall remain the exclusive property of [COMPANY NAME]. This Agreement does not convey to User any ownership interest in the Software.","Failing to address user-generated content or configurations created within the platform. If a user builds workflows, datasets, or templates inside your software, ownership of that content must be explicitly allocated to avoid disputes.",{"name":309,"plain_english":310,"sample_language":311,"common_mistake":312},"User data and privacy","Describes what data the vendor collects from the user, how it is used, and whether a separate Data Processing Agreement is incorporated for GDPR or CCPA compliance.","By using the Software, User consents to [COMPANY NAME]'s collection and use of usage data as described in the Privacy Policy at [URL]. Where User provides personal data of its own customers or employees, the parties shall execute a Data Processing Agreement prior to such processing.","Incorporating the full privacy policy by reference without a DPA for B2B SaaS. If your business customers upload personal data of their own end users, you are acting as a data processor and a separate DPA is legally required under GDPR — reference alone is insufficient.",{"name":314,"plain_english":315,"sample_language":316,"common_mistake":317},"Subscription term and automatic renewal","Sets the initial license period, renewal mechanics, and the notice period required to cancel before the renewal date.","The initial term of this Agreement commences on [START DATE] and continues for [12] months. Unless either party provides written notice of non-renewal at least [30] days prior to the end of the then-current term, this Agreement shall automatically renew for successive [12]-month periods.","Setting an auto-renewal notice period shorter than the billing cycle. A 7-day cancellation window on an annual plan gives users almost no opportunity to avoid a full year's renewal charge — courts and regulators in multiple jurisdictions have voided auto-renewal clauses on this basis.",{"name":319,"plain_english":320,"sample_language":321,"common_mistake":322},"Fees, payment, and suspension","States the subscription fee, payment schedule, consequences of non-payment including suspension or termination, and any late-payment interest.","User shall pay the Subscription Fee of $[AMOUNT] per [month/year], due on the [1st] of each period. Fees not paid within [15] days of the due date accrue interest at [1.5]% per month. [COMPANY NAME] may suspend access to the Software upon [5] business days' written notice of non-payment.","Omitting a suspension clause and jumping straight to termination for non-payment. Suspension preserves the relationship and gives the user a cure period, while termination is irreversible and harder to enforce in jurisdictions that require notice before contract cancellation.",{"name":324,"plain_english":325,"sample_language":326,"common_mistake":327},"Warranty disclaimer","States that the software is provided 'as is' and disclaims all implied warranties, including fitness for a particular purpose, merchantability, and uninterrupted or error-free operation.","THE SOFTWARE IS PROVIDED 'AS IS' WITHOUT WARRANTY OF ANY KIND. [COMPANY NAME] EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. [COMPANY NAME] DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS.","Using lowercase text for warranty disclaimers. Under the Uniform Commercial Code in the US and equivalent statutes in other jurisdictions, disclaimers of implied warranties must be conspicuous — typically defined as capitalized or bold text — to be effective.",{"name":329,"plain_english":330,"sample_language":331,"common_mistake":332},"Limitation of liability","Caps the total financial exposure of the vendor to the fees the user paid in the preceding 12 months and excludes indirect, consequential, or punitive damages.","IN NO EVENT SHALL [COMPANY NAME]'S TOTAL LIABILITY EXCEED THE AMOUNTS PAID BY USER IN THE [12] MONTHS PRECEDING THE CLAIM. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.","Excluding consequential damages without carving out indemnification obligations or data breach liability. Courts in several jurisdictions will not allow a vendor to disclaim all liability for a data breach caused by the vendor's own negligence — an unconditional exclusion clause is likely to be struck down.",{"name":334,"plain_english":335,"sample_language":336,"common_mistake":337},"Term and termination","Defines when the agreement ends, grounds for immediate termination for cause, the process for termination for convenience, and what happens to user data after termination.","Either party may terminate this Agreement for cause upon [30] days' written notice if the other party materially breaches this Agreement and fails to cure within that period. Upon termination, User's access to the Software ceases immediately. [COMPANY NAME] shall make User's data available for export for [30] days following termination, after which it may be deleted.","No post-termination data return or deletion obligation. Users — especially business customers — require assurance that their data will be returned in a portable format and then securely deleted. Omitting this provision is a sales blocker for enterprise prospects and a GDPR compliance failure.",{"name":339,"plain_english":340,"sample_language":341,"common_mistake":342},"Governing law and dispute resolution","Specifies the jurisdiction whose law applies, the venue for disputes, and whether disputes go to arbitration or court — including any class-action waiver.","This Agreement is governed by the laws of [STATE], without regard to conflict of law principles. Any dispute shall be resolved by binding arbitration administered by [AAA/JAMS] in [CITY], except that either party may seek injunctive relief in any court of competent jurisdiction. User waives any right to participate in a class-action proceeding.","Choosing a governing law with no connection to the vendor's place of business or the user's location. Courts in the EU, UK, and several US states apply local consumer or data-protection law regardless of what the contract specifies — selecting a neutral state like Delaware does not override mandatory local statutes.",[344,349,354,359,364,369,374,379],{"step":345,"title":346,"description":347,"tip":348},1,"Identify the parties and define the software","Enter the vendor's full legal entity name, jurisdiction of incorporation, and registered address. Define the software by name and version or service tier. Identify whether the counterparty is an individual consumer or a business entity, as this affects which clauses apply.","If your SaaS product has multiple tiers (free, pro, enterprise), consider whether a single EULA covers all tiers or whether enterprise users require a separate agreement with negotiated terms.",{"step":350,"title":351,"description":352,"tip":353},2,"Scope the license grant precisely","Specify whether the license is per-seat, per-organization, per-device, or usage-based. State the geographic scope (worldwide or limited) and whether use is restricted to internal business purposes or extends to use on behalf of third-party clients.","Per-seat licenses are easiest to audit and enforce. Usage-based or 'unlimited user' grants require clear definitions of what constitutes overuse and how it is measured.",{"step":355,"title":356,"description":357,"tip":358},3,"List specific prohibited uses","Draft an explicit list of restrictions: reverse engineering, sublicensing, competitive benchmarking, data scraping, and use to build a competing product. Make the list specific to your product's real risk surface rather than copying boilerplate.","Add a prohibition on using your software's output to train AI or machine-learning models if that is a commercial risk for your product — this clause is increasingly standard in SaaS agreements as of 2025.",{"step":360,"title":361,"description":362,"tip":363},4,"Address data collection, privacy, and any DPA requirement","Reference your Privacy Policy URL, specify what usage data you collect and why, and determine whether you need to incorporate a Data Processing Agreement for B2B customers who upload personal data. If GDPR applies, a DPA is not optional.","Maintain a separate, standalone DPA rather than embedding data processing terms inside the EULA — enterprise procurement teams expect to negotiate the DPA independently.",{"step":365,"title":366,"description":367,"tip":368},5,"Set subscription, billing, and suspension terms","Enter the subscription fee, billing cycle, auto-renewal mechanics, and the notice period required to cancel. Specify the cure period before suspension for non-payment and the further period before outright termination.","Auto-renewal notice periods of 30 days or more reduce churn-related disputes and satisfy consumer protection requirements in California (ARL), the EU, and the UK.",{"step":370,"title":371,"description":372,"tip":373},6,"Calibrate liability caps to your revenue exposure","Set the liability cap as a multiple of fees paid — typically the preceding 12 months — and carve out fraud, willful misconduct, and data breach liability from the general consequential-damages exclusion.","Enterprise customers routinely negotiate liability caps upward to 2–12 months of fees. Leave room in the template to insert negotiated figures without restructuring the clause.",{"step":375,"title":376,"description":377,"tip":378},7,"Define termination and post-termination data obligations","Set notice periods for termination with and without cause, specify the data-export window (typically 30 days), and state whether data is permanently deleted or anonymized after that window closes.","State the file format in which user data will be exported (e.g., CSV, JSON) — a vague 'data will be made available' promise is unenforceable and unsatisfying to enterprise procurement teams.",{"step":380,"title":381,"description":382,"tip":383},8,"Select governing law and acceptance mechanism","Choose the governing jurisdiction based on where the vendor is incorporated and where the majority of users are located. Specify clickwrap acceptance — a checkbox or 'I Agree' button — rather than browsewrap, and record the acceptance timestamp in your user database.","For US consumer-facing SaaS, Delaware or your home state is standard. For EU users, consider a separate EU-law governed version or addendum to avoid mandatory local-law override conflicts.",[385,389,393,397,401,405],{"mistake":386,"why_it_matters":387,"fix":388},"Using perpetual license language in a subscription product","Perpetual grants survive termination, meaning a user who stops paying may argue they retain a valid license indefinitely. This undermines your ability to suspend or terminate access for non-payment.","Replace 'perpetual' with 'during the subscription term' throughout the license grant clause, and tie access explicitly to continued payment and compliance.",{"mistake":390,"why_it_matters":391,"fix":392},"No prohibition on using the software to build a competing product","Without this restriction, a competitor can sign up, reverse-engineer your UX and architecture through legitimate use, and build a rival tool — all within the literal terms of your EULA.","Add an explicit restriction prohibiting use of the software, its output, or any information derived from it to develop or improve a competing product or service.",{"mistake":394,"why_it_matters":395,"fix":396},"Omitting a Data Processing Agreement for B2B customers","If your business customers upload personal data of their own users or employees, you are acting as a data processor under GDPR. Operating without a DPA exposes both you and your customer to regulatory fines of up to 4% of global annual turnover.","Maintain a standard DPA as a separate exhibit to the EULA and require B2B customers to execute it before uploading any personal data to your platform.",{"mistake":398,"why_it_matters":399,"fix":400},"Warranty disclaimers written in lowercase","US courts applying the UCC and equivalent statutes in Canada and the UK require warranty disclaimers to be conspicuous — typically all-caps or bold — to be enforceable. A lowercase disclaimer may be treated as ineffective.","Format all warranty and liability disclaimers in ALL CAPS or bold text, as shown in the template, to meet the conspicuousness standard across major jurisdictions.",{"mistake":402,"why_it_matters":403,"fix":404},"No post-termination data return or deletion clause","Enterprise customers require contractual assurance that their data will be returned in a usable format and then securely deleted. The absence of this clause is a sales blocker and a GDPR compliance gap.","Add a clause specifying a 30-day data-export window after termination, the export format, and the method and timeline for secure deletion, with written confirmation provided to the customer.",{"mistake":406,"why_it_matters":407,"fix":408},"Auto-renewal notice period shorter than the billing cycle","A 7-day cancellation window on an annual contract gives users virtually no opportunity to avoid a full year's renewal charge. Courts and consumer protection authorities in California, the EU, and the UK have voided such clauses.","Set auto-renewal notice periods of at least 30 days for monthly plans and 60–90 days for annual plans, and send automated reminder emails before each renewal date.",[410,413,416,419,422,425,428,431,434],{"question":411,"answer":412},"What is a SaaS End User License Agreement?","A SaaS End User License Agreement (EULA) is a legally binding contract between a software vendor and the user that governs how the user may access and use a cloud-based software product. Unlike a traditional software sale, a SaaS EULA grants only a limited, non-transferable license to use the software — the vendor retains full ownership of the underlying code, platform, and IP. It covers permitted use, restrictions, data handling, liability limits, and termination conditions.\n",{"question":414,"answer":415},"What is the difference between a SaaS EULA and a Terms of Service?","A EULA focuses specifically on the scope and conditions of the software license — what you can do with the product, what you cannot do, and who owns the IP. Terms of Service (ToS) or Terms of Use are broader governing documents that cover the entire relationship with the platform, including content policies, account management, payment terms, and dispute resolution. Many SaaS companies combine both into a single document; others maintain them separately, with the EULA as an exhibit to the ToS.\n",{"question":417,"answer":418},"Does a SaaS EULA need to be signed?","A traditional wet or electronic signature is not required for a SaaS EULA to be enforceable in most jurisdictions, provided the user actively accepts it through a clickwrap mechanism — clicking an 'I Agree' button or checking an acceptance box at signup. Courts have consistently upheld clickwrap acceptance as equivalent to a signature. Browsewrap agreements — where continued use constitutes acceptance — are significantly less reliable, particularly for B2B customers or material financial obligations.\n",{"question":420,"answer":421},"What is the difference between a SaaS EULA and a SaaS Subscription Agreement?","A EULA defines the legal conditions of the software license itself — IP ownership, permitted use, restrictions, and disclaimers. A SaaS Subscription Agreement governs the commercial relationship — pricing, billing cycles, SLA commitments, support levels, and renewal terms. Many enterprise SaaS vendors use a Master Subscription Agreement (MSA) that incorporates the EULA by reference, keeping license and commercial terms in separate, negotiable documents.\n",{"question":423,"answer":424},"Is a SaaS EULA enforceable internationally?","Enforceability depends on the jurisdiction and how the agreement is presented. Clickwrap EULAs are generally enforceable in the US, Canada, the UK, and the EU when properly presented before first use. However, governing-law and jurisdiction clauses may be overridden by mandatory local statutes — particularly EU consumer protection law, GDPR, and UK Consumer Rights Act protections. Vendors selling to consumers in multiple countries should consider jurisdiction-specific addenda or separate agreements.\n",{"question":426,"answer":427},"What data protection obligations should a SaaS EULA address?","At minimum, the EULA should reference the Privacy Policy, disclose what usage data is collected and why, and state whether the vendor shares data with third parties. For B2B SaaS where customers upload personal data of their own users, a separate Data Processing Agreement (DPA) is legally required under GDPR and is standard practice under CCPA for California businesses. The DPA should specify the categories of personal data processed, processing purposes, retention periods, sub-processor lists, and data subject rights procedures.\n",{"question":429,"answer":430},"Can a SaaS vendor disclaim all liability in a EULA?","Vendors can significantly limit liability — typically to fees paid in the prior 12 months — and exclude consequential and indirect damages. However, a complete disclaimer of all liability is not enforceable in most jurisdictions. Courts in the EU, UK, and several US states will not uphold clauses that attempt to exclude liability for death, personal injury, fraud, or gross negligence caused by the vendor's own acts. Data breach liability caused by the vendor's negligence is also difficult to disclaim entirely, particularly under GDPR.\n",{"question":432,"answer":433},"How should a SaaS EULA handle automatic renewal?","The EULA should clearly state the initial subscription term, the automatic renewal trigger, the notice period required to cancel before renewal, and how notice must be delivered (email, in-app, or written). California's Automatic Renewal Law requires affirmative consent and clear disclosure before charging for auto-renewing subscriptions. EU and UK consumer protection law imposes similar requirements. Best practice is a minimum 30-day cancellation window for monthly plans and 60–90 days for annual plans, with automated reminder emails.\n",{"question":435,"answer":436},"Do I need a lawyer to draft a SaaS EULA?","For straightforward consumer-facing SaaS with standard use cases and no data-processing complexity, a high-quality template is a solid starting point. Engage a lawyer when your product processes personal data of business customers' end users (requiring a DPA), when you sell into regulated industries such as healthcare or financial services, when enterprise customers negotiate non-standard liability or IP terms, or when you operate in multiple jurisdictions with conflicting mandatory requirements. A focused template review typically costs $500–$1,500 and is advisable before any significant commercial launch.\n",[438,442,446,450,454,458],{"industry":439,"icon_asset_id":440,"specifics":441},"SaaS / Technology","industry-saas","Multi-tier licensing (free, pro, enterprise), API access restrictions, and prohibition on using outputs to train competing AI models are standard additions for technology-sector EULAs.",{"industry":443,"icon_asset_id":444,"specifics":445},"Healthcare / MedTech","industry-healthtech","HIPAA Business Associate Agreement requirements, restrictions on processing protected health information, and mandatory audit-log retention terms must be incorporated by reference or as an exhibit.",{"industry":447,"icon_asset_id":448,"specifics":449},"Financial Services","industry-fintech","Regulatory compliance obligations (SEC, FINRA, FCA), data residency requirements for financial records, and enhanced liability caps reflecting the high value of transactions processed through the software.",{"industry":451,"icon_asset_id":452,"specifics":453},"Education / EdTech","industry-professional-services","FERPA compliance for student data in the US, COPPA age-gating for platforms accessible to users under 13, and institutional license structures covering multiple campuses or districts.",{"industry":455,"icon_asset_id":456,"specifics":457},"Marketing / Agencies","industry-marketing","Sub-user and client-account provisioning terms, data ownership of campaign assets created within the platform, and restrictions on competitive benchmarking using the tool's analytics output.",{"industry":459,"icon_asset_id":460,"specifics":461},"Manufacturing / Industrial","industry-manufacturing","IoT and operational technology integrations require device-level license scoping, on-premise deployment addenda, and export-control compliance clauses for software shipped internationally.",[463,466,470,474],{"vs":237,"vs_template_id":464,"summary":465},"saas-subscription-agreement-D13229","A SaaS Subscription Agreement governs the commercial relationship — pricing, billing, SLA, support, and renewal — while a EULA governs the legal conditions of the software license itself, including IP ownership, use restrictions, and disclaimers. Enterprise vendors typically use both: the Subscription Agreement as the master commercial contract with the EULA incorporated as a license exhibit. For simpler products, the two are often merged into a single document.",{"vs":467,"vs_template_id":468,"summary":469},"Software Development Agreement","software-development-agreement-D12832","A Software Development Agreement governs the creation of custom software — deliverables, milestones, IP assignment, and acceptance testing between a developer and a client. A SaaS EULA governs the end user's right to use an already-built software product. The development agreement applies during the build phase; the EULA applies once the product is deployed and accessed by users.",{"vs":471,"vs_template_id":472,"summary":473},"Non-Disclosure Agreement","non-disclosure-agreement-nda-D12692","An NDA protects confidential information exchanged during pre-contract discussions or partnerships, while a EULA contains its own confidentiality clause governing the user's obligation not to disclose the vendor's proprietary software and data. An NDA is typically signed before a demo or evaluation; the EULA is signed or accepted at product activation. Both may coexist — the NDA covers the evaluation period, the EULA governs ongoing use.",{"vs":475,"vs_template_id":476,"summary":477},"Terms of Service","terms-and-conditions-D12687","Terms of Service (or Terms and Conditions) are a broader governance document covering the entire user relationship with a platform — account registration, acceptable use, content policies, payment terms, and dispute resolution. A EULA is a narrower, license-specific document focused on IP rights and software use restrictions. Consumer-facing SaaS platforms often merge both into a single ToS; B2B vendors typically keep them separate to allow enterprise negotiation of the EULA without touching the broader platform terms.",{"use_template":479,"template_plus_review":483,"custom_drafted":487},{"best_for":480,"cost":481,"time":482},"Consumer or SMB SaaS products with standard use cases, no regulated data, and uniform pricing tiers","Free","30–60 minutes",{"best_for":484,"cost":485,"time":486},"B2B SaaS with data-processing obligations, enterprise customers, or multi-jurisdiction distribution","$500–$1,500","3–5 business days",{"best_for":488,"cost":489,"time":490},"Healthcare, fintech, or regulated-industry SaaS; enterprise deals with negotiated liability and IP terms; multi-country commercial rollouts","$2,500–$8,000+","2–4 weeks",[492,497,502,507],{"code":493,"name":494,"flag_asset_id":495,"note":496},"us","United States","flag-us","EULAs are generally enforceable under state contract law when presented via clickwrap before first use. Warranty disclaimers must meet the UCC conspicuousness standard — all-caps formatting is the standard approach. California's Automatic Renewal Law imposes strict disclosure and consent requirements for auto-renewing subscriptions. Non-compete and benchmarking restrictions vary in enforceability by state; California courts often decline to enforce them.",{"code":498,"name":499,"flag_asset_id":500,"note":501},"ca","Canada","flag-ca","Canadian courts have upheld clickwrap EULAs as binding contracts where acceptance is clearly recorded. PIPEDA (federal) and provincial privacy laws such as Quebec's Law 25 impose data collection, consent, and breach-notification obligations that must be reflected in the EULA or an incorporated privacy policy. Quebec's Law 25 also requires contracts with Quebec consumers to be presented in French. Auto-renewal clauses must comply with provincial consumer protection legislation, which varies by province.",{"code":503,"name":504,"flag_asset_id":505,"note":506},"uk","United Kingdom","flag-uk","The Consumer Rights Act 2015 renders unfair contract terms — including broad liability exclusions and one-sided termination rights — unenforceable against consumers. The UK GDPR (post-Brexit equivalent of EU GDPR) requires a DPA for B2B data processing arrangements. Automatic renewal clauses must be clearly disclosed and must not constitute an unfair commercial practice under the Consumer Protection from Unfair Trading Regulations. Post-Brexit, UK and EU data transfer mechanisms are separate and must be addressed independently.",{"code":508,"name":509,"flag_asset_id":510,"note":511},"eu","European Union","flag-eu","GDPR requires a Data Processing Agreement for any B2B SaaS arrangement where personal data of data subjects is processed — this is non-negotiable and must be a formal exhibit to or incorporated into the EULA. The EU Unfair Contract Terms Directive restricts one-sided liability caps and termination clauses in consumer contracts. The Digital Services Act and the proposed EU AI Act impose additional obligations on platforms operating at scale or using AI-driven features. Cross-border data transfers outside the EEA require Standard Contractual Clauses or an adequacy decision.",[238,513,472,514,515,516,517,518,519,520,521,522],"terms-and-conditions-D12667","custom-software-development-agreement-D787","data-privacy-policy-D13465","data-processing-agreement-D13954","service-level-agreement-D778","master-service-agreement-D12711","website-service-agreement-terms-of-use-D840","independent-contractor-agreement-D160","consulting-agreement---long-D12543","intellectual-property-assignment-D5229",{"emit_how_to":194,"emit_defined_term":194},{"primary_folder":113,"secondary_folder":525,"document_type":526,"industry":527,"business_stage":528,"tags":529,"confidence":535},"intellectual-property-and-licensing","agreement","software-and-technology","all-stages",[530,531,532,533,534],"saas","intellectual-property","license-agreement","eula","software",0.95,"\u003Ch2>What is a SaaS End User License Agreement?\u003C/h2>\n\u003Cp>A \u003Cstrong>SaaS End User License Agreement (EULA)\u003C/strong> is a legally binding contract between a software vendor and an end user that defines the precise terms under which the user may access and use a cloud-based software product. Unlike a traditional software purchase, a SaaS EULA does not transfer ownership of the software — it grants only a limited, non-exclusive, non-transferable license to use the product during a subscription period, subject to the vendor's conditions. The agreement covers the scope of the license, permitted and prohibited uses, intellectual property ownership, data handling obligations, warranty disclaimers, liability caps, and the conditions under which either party may terminate access.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Deploying a SaaS product without a EULA leaves your business exposed on every front that matters commercially. Without an explicit IP ownership clause, a user could argue that configurations, integrations, or customizations built inside your platform create some form of joint ownership. Without use restrictions, a competitor can sign up, analyze your product's architecture and output through legitimate use, and build a rival tool with no legal recourse available to you. Without a liability cap, a single enterprise customer's claim for data loss or service interruption could expose you to damages far exceeding the value of their contract. Courts do not fill these gaps in your favor — they apply jurisdiction-specific defaults that routinely favor the user. A properly structured SaaS EULA, accepted via a clickwrap mechanism before first login, closes all of these gaps and gives your product a legally defensible foundation from the moment the first user signs up.\u003C/p>\n",1781185950056]