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Software As A Service Subscription Agreement Template for United States

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Key Requirements PROMPT example:

Software As A Service Subscription Agreement

"I need a Software as a Service Subscription Agreement for my enterprise-level project management software that will be used by healthcare providers, with specific HIPAA compliance clauses and enhanced data security requirements, planned for launch in March 2025."

Document background
The Software as a Service Subscription Agreement serves as the primary contract governing the provision of cloud-based software services in the United States. This document is essential when a service provider offers software applications accessible via the internet on a subscription basis. It addresses critical aspects including service access, data handling, privacy compliance, performance standards, and payment terms. The agreement must comply with various U.S. federal and state laws regarding data protection, consumer rights, and electronic communications. It's particularly important for establishing clear expectations about service availability, data security, and liability limitations.
Suggested Sections

1. Parties: Identification of the service provider and customer, including full legal names and addresses

2. Background: Context of the agreement and brief description of the service being provided

3. Definitions: Key terms used throughout the agreement, including technical and legal terminology

4. Service Description: Detailed description of the SaaS services being provided

5. Subscription Terms: Duration, renewal, and termination conditions of the subscription

6. Payment Terms: Pricing, payment schedule, and related financial terms

7. Service Level Agreement: Performance standards, availability commitments, and support services

8. Data Protection and Security: Data handling, security measures, and privacy compliance obligations

9. Intellectual Property Rights: Ownership and usage rights of software and content

10. Limitation of Liability: Caps on liability and exclusions of certain types of damages

Optional Sections

1. Professional Services: Additional terms for implementation or consulting services beyond the core SaaS offering

2. Compliance with Specific Regulations: Industry-specific compliance requirements for regulated sectors such as healthcare or finance

3. White Labeling: Terms and conditions for rebranding and reselling the service

4. High Availability Requirements: Enhanced uptime and performance guarantees for enterprise or mission-critical applications

Suggested Schedules

1. Schedule 1 - Service Level Agreement Details: Detailed metrics, response times, and performance standards

2. Schedule 2 - Data Processing Agreement: Detailed terms for processing personal data, particularly for GDPR compliance

3. Schedule 3 - Security Requirements: Detailed security protocols and requirements

4. Schedule 4 - Pricing Schedule: Detailed pricing tiers and payment terms

5. Schedule 5 - Support Services Description: Detailed support levels and procedures

6. Schedule 6 - Acceptable Use Policy: Rules and restrictions for using the service

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

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Industries

Computer Fraud and Abuse Act (CFAA): Federal law that governs computer crimes and unauthorized access to computer systems, crucial for defining security obligations and access restrictions in SaaS agreements

Digital Millennium Copyright Act (DMCA): Federal copyright law addressing digital content protection and liability for copyright infringement, important for protecting software and digital content

Federal Trade Commission Act: Regulates unfair and deceptive trade practices, affecting how SaaS services can be marketed and what promises can be made to customers

Electronic Communications Privacy Act (ECPA): Governs the interception and monitoring of electronic communications, relevant for data privacy provisions

State Data Breach Notification Laws: Various state-specific requirements for notifying affected parties in case of data breaches, must be incorporated into security incident response provisions

California Consumer Privacy Act (CCPA): Comprehensive privacy law affecting businesses serving California residents, requiring specific privacy protections and consumer rights

HIPAA: Healthcare privacy law that may apply if the SaaS service handles protected health information, requiring specific security and privacy measures

GDPR Compliance: EU privacy regulation that may apply if serving European customers, requiring specific data protection and privacy measures

Uniform Commercial Code (UCC): State-adopted commercial laws affecting contract formation, warranties, and performance standards

E-SIGN Act: Federal law governing electronic signatures and records, important for contract execution and record-keeping requirements

Children's Online Privacy Protection Act (COPPA): Federal law protecting children's privacy online, crucial if the service might be used by children under 13

Copyright Act: Federal law protecting original works, important for software licensing and content protection provisions

State Consumer Protection Laws: Various state laws protecting consumer rights and regulating business practices, affecting warranty and liability provisions

Cross-Border Data Transfer Regulations: Laws governing international data transfers, including Privacy Shield and Standard Contractual Clauses requirements

Service Level Agreement Requirements: Legal requirements for defining service availability, performance metrics, and remedies for service failures

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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